Master Lease Agreement
Lessor: SPAR Marketing Services, Inc. Lessee: SPAR Marketing Force, Inc.
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
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TERMS AND CONDITIONS OF LEASE
The undersigned Lessee hereby requests Lessor to purchase the personal property
described in any Equipment Schedule hereunder (herein called "Equipment") from
the supplier(s) listed in any Equipment Schedule hereunder (herein called
"Vendor" and/or "Manufacturer", as applicable) and to lease the Equipment to
Lessee on the terms and conditions of the lease set forth below.
Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the
Equipment, all upon the terms and provisions and subject to the conditions set
forth in this Master Lease Agreement (as the same may be supplemented, modified,
amended, restated or replaced from time to time in the manner provided herein,
this "Lease").
In consideration of the foregoing, the mutual covenants and agreements
hereinafter set forth, and other good and valuable consideration (the receipt
and adequacy of which is hereby acknowledged by the parties), the parties hereto
hereby agree as follows:
1. NO WARRANTIES BY LESSOR. Lessee has selected the Equipment and may have
entered into certain purchase, licensing, or maintenance agreements
with the Vendor and/or Manufacturer (herein referred to as an
"Acquisition Agreement") covering the Equipment as further described in
Paragraph 25 hereof. If Lessee has entered into any Acquisition
Agreement, each agreement shall provide for certain rights and
obligations of the party thereto with respect to the Equipment, and
Lessee shall perform all of the obligations set forth in each
Acquisition Agreement as if this Lease did not exist. LESSOR MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING
THE CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY OR ITS FITNESSES
FOR ANY PARTICULAR PURPOSE, AND, AS TO LESSOR, LESSEE LEASES THE
EQUIPMENT "AS IS" AND "WHERE IS". LESSOR SHALL HAVE NO LIABILITY FOR
ANY LOSS, DAMAGE OR EXPENSE OF ANY KIND WHATSOEVER RELATING THERETO,
INCLUDING (WITHOUT LIMITATION) ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSQUENTIAL DAMAGES OF ANY CHARACTER.
2. CLAIMS AGAINST VENDOR AND/OR MANUFACTURER. If the Equipment is not
properly installed, does not operate as represented or warranted by
Vendor and/or Manufacturer, or is unsatisfactory for any reason, Lessee
shall make any claim on account thereof solely against Vendor and/or
Manufacturer pursuant to the Acquisition Agreement, if any, and shall,
nevertheless, pay Lessor all rent payable under this Lease. All
warranties from Vendor and/or Manufacturer are, to the extent they are
assignable, hereby assigned to Lessee for the term of this Lease or
until an Event of Default occurs hereunder, for Lessee's exercise at
Lessee's expense. Lessee may directly inquire with Vendor and/or
Manufacturer to receive an accurate and complete statement of such
warranties, including any disclaimers or limitations of such warranties
or of any remedies with respect thereto.
3. VENDOR NOT AN AGENT. Lessee understands and agrees that neither Vendor,
nor any sales representative or other agent of Vendor, is an agent of
Lessor. Sales representatives or agents of Vendor, and persons that are
not employed by Lessor (including brokers and agents) are not
authorized to waive or alter any term or condition of this Lease, and
no representation as to the Equipment or any other matter by Vendor or
any other person that is not employed by Lessor (including brokers or
agents) shall in any way affect Lessee's duty to pay the rent and
perform its other obligations as set forth in this Lease.
4. NON-CANCELLABLE LEASE. This Lease and any Equipment Schedule hereto
cannot be cancelled or terminated except as expressly provided herein.
Lessee agrees that its obligation to pay all rent and other sums
payable hereunder and the rights of Lessor in and to such rent are
absolute and unconditional and are not subject to any abatement,
reduction, setoff, defense, counterclaim or recoupment due or alleged
to be due to, or by reason of, any past, present or future claims which
Lessee may have against Lessor, any assignee, any Manufacturer or
Vendor, or against any person for any reason whatsoever.
5. ORDERING EQUIPMENT. Lessee shall arrange for delivery of the Equipment
so that it can be accepted in accordance with Paragraph 6 hereof within
90 days after the date on which Lessor accepts Lessee's offer to enter
into this Lease with respect to any Equipment Schedule or by such other
date as may be set forth in
an Equipment Schedule or Approval Letter issued by Lessor as the
Approval Expiration Date. Unless otherwise specified on the Equipment
Schedule, Lessee shall be responsible for all transportation, packing,
installation, testing and other charges in connection with the
delivery, installation and use of the Equipment. Lessee hereby
authorizes Lessor to insert in any Equipment Schedule hereunder the
serial numbers and other identification data of Equipment when
determined by Lessor.
6. ACCEPTANCE. Lessee acknowledges that for purposes of receiving or
accepting the Equipment from Vendor, Lessee is acting on Lessor's
behalf. Upon delivery of the Equipment to Lessee and Lessee's
inspection thereof, Lessee shall furnish Lessor a written statement (a)
acknowledging receipt of the Equipment in good condition and repair and
(b) accepting it as satisfactory in all respects for the purposes of
this Lease (the "Certificate of Acceptance"). Unless otherwise set
forth in the applicable Equipment Schedule, the first day of the month
following receipt and acceptance of the Equipment covered by an
Equipment Schedule shall be the Rent Commencement Date therefor.
However, should Lessee have a previous lease with Lessor which is
active at the time of acceptance of the Equipment under the Equipment
Schedule and said lease and the current Equipment Schedule hereunder
shall have the same invoice address then the Rent Commencement Date
shall occur in the month immediately following acceptance of the
Equipment on the rent payment due date established with Lessee for said
previous active lease. Lessor is authorized to fill in on any Equipment
Schedule hereunder the Rent Commencement Date in accordance with the
foregoing.
7. TERMINATION BY LESSOR. If, by the Approval Expiration Date, the
Equipment described in any Equipment Schedule has not been delivered to
Lessee and accepted by Lessee as provided in Paragraph 6 hereof, or if
other conditions of Lessor's Approval Letter, if any, have not been
met, then Lessor may, at its option, terminate this Lease and its
obligations hereunder with respect to such Equipment Schedule at any
time after the expiration of such 90 days or any date after the
Approval Expiration Date, as applicable. Lessor shall give Lessee
written notice whether or not it elects to exercise such option within
10 days after Lessor's receipt of Lessee's written request for such
notice.
8. TERM. The term of this Lease shall be comprised of an Interim Term and
an Initial Term. The Interim Term shall commence on the date the
Certificate of Acceptance is executed by Lessee (the "Acceptance Date")
and terminate on the Rent Commencement Date. The Initial Term of this
Lease shall begin on the Rent Commencement Date, and shall terminate on
the later of (i) the last day of the last month of the Initial Term (as
that Term is set forth in the applicable Equipment Schedule hereto) or
(ii) the date Lessee fulfills all Lessee's obligations hereunder.
9. RENTAL. The rental amount payable to Lessor by Lessee for the Equipment
will be set forth in the Equipment Schedule(s) ("Rental Amount). As the
first rent payment for the Equipment, Lessee shall pay Lessor in
immediately available funds on the Rent Commencement Date the sum of,
(i) the Rental Amount, and (ii) Interim Rent in an amount equal to
1/3Oth of the Rental Amount times the number of days from and including
the Acceptance Date through but excluding the Rent Commencement Date,
and subsequent rent payments shall be due on the same day of each
calendar period as indicated on the Equipment Schedule for the balance
of the Initial Term. Rent payments shall be due whether or not Lessee
has received any notice that such payments are due. All rent payments
shall be paid to Lessor at its address set forth above or as otherwise
directed by Lessor in writing.
10. RENEWAL If no default shall have occurred and be continuing, Lessee
shall be entitled to renew this Lease with respect to all, but not less
than all, of the Equipment covered by an Equipment Schedule for a
minimum 12 month period at an amount equal to the fair market rental
value thereof, in use and operational, in the condition required by
this Lease, payable on a periodic basis, as mutually agreed by Lessor
and Lessee ("Renewal Rent). Lessee must give Lessor written notice of
its intention to exercise said option, which notice must be received by
Lessor at least 90 days before expiration of the Initial Term. The
first installment of the Renewal Rent shall be due at expiration of the
Initial Term of this Lease. Should Lessee fail to comply with the
provisions described above covering renewal, upon expiration of the
Initial Term, the term of this Lease shall be automatically extended
for a term of 3 months. Thereafter, the term of this Lease will be
extended for subsequent full month periods, on a month to month basis,
until Lessee has given at least 90 days written notice terminating this
Lease. Such termination will take effect upon completion of all
Lessee's obligations under this Lease (including payment of all
periodic rental payments due during such 90 day period, as provided in
Paragraph 9 of this Lease). At any time after the expiration of the
Initial Term, if this Lease has been automatically extended as set
forth herein, Lessor reserves the right to terminate this Lease by 30
days written notice to Lessee.
11. LOCATION; INSPECTION; LABELS. The Equipment shall be delivered to and
shall not be removed without Lessor's prior written consent from the
"Equipment Location" shown on the related Equipment Schedule, or if
none is specified, Lessee's billing address shown above. Lessor shall
have the right to inspect the Equipment at any reasonable time. If
Lessor supplies Lessee with labels stating that the Equipment is owned
by Lessor, Lessee shall affix such labels to and keep them in a
prominent place on the Equipment.
12. REPAIRS; USE; ALTERATIONS. Lessee, at its own cost and expense, shall
keep the Equipment in good repair and working order, in the same
condition as when delivered to Lessee, reasonable wear and tear
excepted, and in accordance with the manufacturer's recommended
specifications; shall use the Equipment lawfully; shall not alter the
Equipment without Lessor's prior written consent, shall use the
Equipment in compliance with any existing Manufacturer's service and
warranty requirements and any insurance policies applicable to the
Equipment and shall furnish all parts and servicing required therefor.
All parts, repairs, additions, alterations and attachments placed on or
incorporated into the Equipment which cannot be removed without damage
to the Equipment shall immediately become part of the Equipment and
shall be the property of the Lessor. Lessee will obtain and maintain
all permits, licenses and registrations necessary to lawfully operate
the facility where the Equipment is located. Lessee shall comply with
all applicable environ- mental and industrial hygiene laws, rules and
regulations (including but not limited to federal, state, and local
environmental protection, occupational, health and safety or similar
laws, ordinances and restrictions). Lessee shall, not later than 5 days
after the occurrence, provide Lessor with copies of any report required
to be filed with governmental agencies regulating environmental claims.
Lessee shall immediately notify Lessor in writing of any existing,
pending or threatened investigation, inquiry, claim or action by any
governmental authority in connection with any law, rule or regulation
relating to industrial hygiene or environmental conditions that could
affect the Equipment.
13. MAINTENANCE. If the Equipment is such that Lessee is not normally
capable of maintaining it, Lessee, at its expense, shall enter into and
maintain in full force and effect throughout the Initial Term and any
renewal term, Vendor and/or Manufacturer's standard maintenance
contract, and shall comply with all its obligations thereunder. An
alternate source of maintenance may be used with Lessor's prior written
consent. Such consent shall be granted if, in Lessor's reasonable
opinion, the Equipment will be maintained in an equivalent state of
good repair, condition and working order.
14. SURRENDER. Provided that Lessee does not exercise the purchase option
as set forth in Paragraph 27 hereof, upon the expiration of the Initial
Term, or any renewal term, or upon demand by Lessor made pursuant to
Paragraph 21 of this Lease, Lessee, at its expense, shall return all,
but not less than all, of the Equipment by delivering it to such place
or on board such carrier, packed for shipping, as Lessor may specify.
Lessee agrees that the Equipment, when returned, shall be in the same
condition as when delivered to Lessee, reasonable wear and tear
excepted, and in a condition which will permit Lessor to be eligible
for Manufacturer's standard maintenance contract without incurring any
expense to repair or rehabilitate such Equipment. Lessee shall be
liable for reasonable and necessary expenses to place the Equipment in
such condition. Lessee shall remain liable for the condition of the
Equipment until it is received and accepted at the destination
designated by Lessor as set forth above. If any items of Equipment are
missing or damaged when returned, such occurrence shall be treated as
an event of Loss or Damage with respect to such missing or damaged
items and shall be subject to the terms specified in Paragraph 15
below. Lessee shall provide Lessor with a Letter of Maintainability
from the Manufacturer of the Equipment, which letter shall state that
the Equipment will be eligible for the Manufacturer's standard
maintenance contract when sold or leased to a third party. Lessee shall
give Lessor prior written notice that it is returning the Equipment as
provided above, and such notice must be received by Lessor at least 90
days prior to such return. Should Lessee fail to comply with the
provisions described above covering surrender, upon expiration of the
Initial Term, the term of this Lease shall be automatically extended
for a term of 3 months. Thereafter, the term of this Lease will be
extended for subsequent full month periods, on a month to month basis,
until Lessee has given at least 90 days written notice terminating this
Lease. Such termination will take effect upon completion of all
Lessee's obligations under this Lease (including payment of all
periodic rental payments due during such 90 day period, as provided in
Paragraph 9 of this Lease). At any time after the expiration of the
Initial Term, if this Lease has been automatically extended as set
forth herein. Lessor reserves the right to terminate this Lease by 30
days written notice to Lessee.
15. LOSS OR DAMAGE. Lessee shall bear the entire risk of loss, theft,
destruction of or damage to the Equipment or any item thereof (herein
"Loss or Damage") from any cause whatsoever. No Loss or Damage shall
relieve Lessee of the obligation to pay rent or of any other obligation
under this Lease. In the event of Loss or Damage, Lessee, at the option
of Lessor; shall: (a) place the same in good condition and repair; (b)
replace the same with like equipment acceptable to Lessor in good
condition and repair with clear title thereto in Lessor; or (c) pay to
Lessor the total of the following amounts: (i) the total rent and other
amounts due and owing at the time of such payment, plus (ii) an amount
calculated by Lessor which is the present value at 5% per annum simple
interest discount of all rent and other amounts payable by Lessee with
respect to said item from date of such payment to date of expiration of
its Initial Term, plus (iii) the "reversionary value" of the Equipment,
which shall be determined by Lessor as the total cost of the Equipment
less 60% of the total rent (net of sales/use taxes, if any) required to
be paid pursuant to Paragraph 9. Upon Lessor's receipt of such payment,
Lessee and/or Lessee's insurer shall be entitled to Lessor's interest
in said item, for salvage purposes, in its then condition and location,
"as-is ", without any warranty, express or implied.
16. INSURANCE. Lessee shall provide, maintain and pay for (a) all risk
property insurance against the loss or theft of or damage to the
Equipment, for the full replacement value thereof, naming Lessor as a
loss payee, and (b) commercial general liability insurance (and if
Lessee is a doctor; hospital or other health care provider, medical
malpractice insurance). All such policies shall name Lessor as an
additional insured and shall have combined single limits in amounts
acceptable to Lessor. All such insurance policies shall be endorsed to
be primary and non-contributory to any policies maintained by Lessor.
In addition Lessee shall cause Lessor to be named as an additional
insured on any excess or umbrella policies purchased by Lessee. A copy
of each paid-up policy evidencing such insurance (appropriately
authenticated by the insurer) or a certificate of the insurer providing
such coverage proving that such policies have been issued, providing
the coverage required hereunder shall be delivered to Lessor prior to
the Rent Commencement Date. All insurance shall be placed with
companies satisfactory to Lessor and shall contain the insurer's
agreement to give 30 days written notice to Lessor before cancellation
or any material change of any policy of insurance.
17. TAXES. Lessee shall reimburse to Lessor (or pay directly if, but only
if, instructed by Lessor) all charges and taxes (local, State and
federal) which may now or hereafter be imposed or levied upon the sale,
purchase, ownership, leasing, possession or use of the Equipment;
excluding, however; all income taxes levied on (a) any rental payments
made to Lessor hereunder; (b) any payment made to Lessor in connection
with Loss or Damage to the Equipment under Paragraph 15 hereof, or (c)
any payment made to Lessor in connection with Lessee's exercise of its
purchase option under Paragraph 27 hereof.
18. LESSOR'S PAYMENT. If Lessee fails to provide or maintain said
insurance, to pay said taxes, charges and fees, or to discharge any
levies, liens and encumbrances created by Lessee, Lessor shall have the
right, but shall not be obligated, to obtain such insurance, pay such
taxes, charges and fees, or effect such discharge. In that event,
Lessee shall remit to Lessor the cost thereof with the next rent
payment.
19. INDEMNITY. (a) General Indemnity. Lessee shall indemnify Lessor against
and hold Lessor harmless from any and all claims, actions, damages,
costs, expenses including reasonable attorneys' fees, obligations,
liabilities and liens (including any of the foregoing arising or
imposed under the doctrines of "strict liability" or "product
liability" and including without limitation the cost of any fines,
remedial action, damage to the environment and cleanup and the fees and
costs of consultants and experts), arising out of the manufacture,
purchase, lease, ownership, possession, operation, condition, return or
use of the Equipment, or by operation of law, excluding however, any of
the foregoing resulting from the gross negligence or willful misconduct
of Lessor. Lessee agrees that upon written notice by Lessor of the
assertion of such a claim, action, damage, obligation, liability or
lien, Lessee shall assume full responsibility for the defense thereof.
Lessee's choice of counsel shall be mutually acceptable to both Lessee
and Lessor. This indemnity also extends to any environmental claims
arising out of or relating to prior acts or omissions of any party
whatsoever. The provisions of this paragraph shall survive termination
of this Lease with respect to events occurring prior to such
termination.
(b) Tax Indemnity. Lessee acknowledges that Lessor shall be
entitled to all tax benefits of ownership with respect to the
Equipment (the "Tax Benefits"), including but not limited to,
(i) the accelerated cost recovery deductions determined in
accordance with Section 168(b)(1) of the Internal Revenue Code
of 1986 for the Equipment based on the original cost of the
Equipment to Lessor (ii) deductions for interest on any
indebtedness incurred by Lessor to finance the Equipment and
(iii) sourcing of income and losses attributable to this
Lease, to the United States. Lessee represents that the
Equipment shall be depreciable for Federal tax purposes
utilizing the MACRS Recovery Period as set forth in the
Equipment Schedule, with such depreciation commencing as of
the date of Equipment acceptance by Lessee as set forth on the
Certificate of Acceptance. Lessee agrees to take no action
inconsistent with the foregoing or any action which would
result in the loss, disallowance or unavailability to Lessor
of all or any part of the Tax Benefits. Lessee hereby
indemnifies and holds harmless Lessor and its assigns from and
against (i) the loss, disallowance, unavailability or
recapture of all or any part of the Tax Benefits resulting
from any action, statement, misrepresentation or breach of
warranty or covenant by Lessee of any nature whatsoever
including but not limited to the breach of any
representations, warranties or covenants contained in this
paragraph, plus (ii) all interest, penalties, fines or
additions to tax resulting from such loss, disallowance,
unavailability or recapture, plus (iii) all taxes required to
be paid by Lessor upon receipt of the indemnity set forth in
this paragraph. Any payments made by Lessee to reimburse
Lessor for lost Tax Benefits shall be calculated (i) on the
assumption that Lessor is subject to the maximum Federal
Corporate Income Tax with respect to each year and that all
Tax Benefits are currently utilized, and (ii) without regard
to whether Lessor or any members of a consolidated group of
which Lessor is also a member is then subject to any increase
in tax as a result of the loss of Tax Benefits. For the
purposes of this paragraph, "Lessor" includes for all tax
purposes the consolidated taxpayer group of which Lessor is a
part.
(c) Payment. The amounts payable pursuant to this Paragraph 19
shall be payable upon demand of Lessor, accompanied by a
statement describing in reasonable detail such claim, action,
damage, cost, expense, fee, obligation, liability, lien or tax
and setting forth the computation of the amount so payable,
which computation shall be binding and conclusive upon Lessee,
absent manifest error. The indemnities and assumptions of
liabilities and obligations contained in this Paragraph 19
shall continue in full force and effect notwithstanding the
expiration or other termination of this Lease.
20. DELINQUENT PAYMENTS. (a) Service Charge. Since it would be impractical
or extremely difficult to fix Lessor's actual damages for collecting
and accounting for a late payment, if any payment to Lessor required
herein (including, but not limited to, rental, renewal, tax, purchase
and other amounts) is not paid on or before its due date, Lessee shall
pay to Lessor an amount equal to 5% of any such late payment. (b)
Interest. Lessee shall also pay interest on any such late payment from
the due date thereof until the date paid at the littlest of 18% per
annum or the maximum rate allowed by law.
21. DEFAULT; REMEDIES. Any of the following shall constitute an "Event of
Default" under this Lease: If (a) Lessee fails to pay when due any rent
or other amount required herein to be paid by Lessee and such
non-payment continues for more than seven days after notice thereof
from Lessor, or (b) Lessee makes an assignment for the benefit of
creditors, whether voluntary or involuntary, or (c) a petition is filed
by or against Lessee under any bankruptcy, insolvency or similar
legislation, or (d) Lessee violates or fails to perform any provision
of either this Lease or any Acquisition Agreement, or violates or fails
to perform any covenant or representation made by Lessee herein, and
fails to correct the same within seven days after notice thereof from
Lessor, or (e) Lessee makes a bulk transfer of furniture, furnishings,
fixtures or other equipment or inventory, or (f) Lessee ceases doing
business as a going concern or terminates its existence, or (g) Lessee
consolidates with, merges with or into, or conveys or leases all or
substantially all of its assets as an entirety to any person or engages
in any other form of reorganization, or there is a change in the legal
structure of Lessee, in each case it results, in the opinion of the
Lessor, in a material adverse change in Lessee's ability to perform its
obligations under this Lease, or (h) any representation or warranty
made by Lessee in this Lease or in any other document or agreement
furnished by Lessee to Lessor shall prove to have been false or
misleading in any material respect when made or when deemed to have
been made, or (i) Lessee shall be in default under any material
obligation for the payment of borrowed money or the deferred purchase
price of, or for the payment of any rent due with respect to, any real
or personal property and such default continues for more than seven
days after notice thereof from Lessor, or (j) Lessee shall be in
default under any other agreement now existing or hereafter made with
Lessor or any of Lessor's affiliates and such default continues for
more than seven days after notice thereof from Lessor, or (k) any event
or condition described in the foregoing clauses (b), (c), (e), (f),
(g), (h) (in clauses (g) and (h) substituting the phrase "guaranty or
other credit support document" for the word "Lease"), (i) or (j) shall
have occurred with respect to any guarantor of, or other party liable
in whole or in part for, Lessee's obligations hereunder, or such
guarantor or other party shall have defaulted in the observance or
performance of any covenant, condition or agreement to be observed or
performed by it under the guaranty or other credit support document
pursuant to which it is liable for Lessee's obligations hereunder, or
such guaranty or other credit support document shall have been revoked
or terminated or shall have otherwise ceased, for any reason, to be in
full force and effect. An Event of Default with respect to any
Equipment Schedule shall constitute an Event of Default for all
Equipment Schedules. Lessee shall promptly notify Lessor of the
occurrence of any Event of Default upon Lessee's receipt of notice or
knowledge thereof (other than pursuant to Lessor's notice).
If an Event of Default occurs, Lessor shall have the right to
exercise any one or more of the following remedies in order to protect
the interests and reasonably expected profits and bargains of Lessor:
(a) Lessor may terminate this Lease with respect to all or any part of
the Equipment, (b) Lessor may recover from Lessee all rent and other
amounts then due and as they shall thereafter become due hereunder, (c)
Lessor may take possession of any or all items of Equipment, wherever
the same may be located, without demand or notice, without any court
order or other process of law and without liability to Lessee for any
damages occasioned by such taking of possession, and any such taking of
possession shall not constitute a termination of this Lease, (d) Lessor
may recover from Lessee, with respect to any and all items of
Equipment, and with or without repossessing the Equipment the sum of
(1) the total amount due and owing to Lessor at the item of such
default, plus (2) an amount calculated by Lessor which is the present
value at 5% per annum simple interest discount of all rent and other
amounts payable by Lessee with respect to said item(s) form date of
such payment to date of expiration of its Initial Term, plus (3) the
"reversionary value" of the Equipment, which shall be determined by
Lessor as the total cost of the Equipment less 60% of the total rent
(net of sales/use taxes, if any) required to be paid pursuant to
Paragraph 9, and which the parties agree is a reasonable estimate of
such value; and upon the payment of all amounts described in clauses
(1), (2) and (3) above, Lessee will become entitled to the Equipment AS
IS, WHERE IS, without warranty whatsoever; provided, however, that if
the Lessor shall sell, lease or otherwise dispose of the Equipment in a
commercially reasonable manner, with or without notice and on public or
private bid, and apply the net proceeds thereof (after deducting all
expenses, including attorneys' fees incurred in connection therewith),
to the sum of (1), (2) and (3) above, and e) Lessor may pursue any
other remedy available at law or in equity, including but not limited
to seeking damages or specific performance and/or obtaining an
injunction.
No right or remedy herein conferred upon or reserved to Lessor
is exclusive of any right or remedy herein or by law or equity provided
or permitted; but each shall be cumulative of every other right or
remedy given hereunder or now or hereafter existing at law or in equity
or by statue or otherwise, and may be enforced concurrently therewith
or from time to time, but Lessor shall not be entitled to recover a
greater amount in damages than Lessor could have gained by receipt of
the of Lessee's full, timely and complete performance of its
obligations pursuant to the terms of this Lease plus accrued delinquent
payments under Paragraph 21.
22. LESSOR'S EXPENSE. Lessee shall pay Lessor all costs and expenses,
including attorney's fees and the fees of collection agencies, incurred
by Lessor in enforcing any of the terms, conditions, or provisions
hereof or in protecting Lessor's rights herein. Lessee's obligation
hereunder includes all such costs and expenses experienced by Lessor
(a) prior to filing of an action, (b) in connection with an action
which is dismissed, and (c) in the enforcement of any judgment.
Lessee's obligation to pay Lessor's attorney's fees incurred in
enforcing any judgment is a separate obligation of Lessee, severable
from Lessee's other obligations hereunder, which obligation will
survive such judgment and will not be deemed to have been merged into
such judgment.
23. OWNERSHIP; PERSONAL PROPERTY. The Equipment shall at all times remain
the property of Lessor and Lessee shall have no right, title or
interest therein or thereto except as expressly set forth in this Lease
and the Equipment shall at all times be and remain personal property
notwithstanding that the Equipment or any part thereof may now be, or
hereafter become, in any manner, affixed or attached to real property
or any improvements thereon.
24. NOTICES. Any notice, request, demand or other communication permitted
or required to be given to a party under this Lease shall be in writing
and shall be sent to the addressee at the address set forth above or on
the Equipment Schedule (or at such other address as shall be designated
by notice to the other party and persons receiving copies), effective
upon actual receipt (or refusal to accept delivery) by the addressee on
any business day or the first business day following receipt after the
close of normal business hours or on any non-business day, by (a) FedEx
(or other equivalent national or international overnight courier) or
United States Express Mail, (b) certified, registered, priority or
express United States mail, return receipt requested, (c) telecopy or
(d) messenger, by hand or any other means of actual delivery
25. ACQUISITION AGREEMENTS. If the Equipment is subject to any Acquisition
Agreement, Lessee as part of this Lease, transfers and assigns to
Lessor all of its rights, but none of its obligations (except for
Lessee's obligation to pay for the Equipment conditioned upon Lessee's
acceptance in accordance with Paragraph 6), in and to the Acquisition
Agreement, including but not limited to the right to take title to the
Equipment. Lessee shall indemnify and hold Lessor harmless in
accordance with Paragraph 19 from any liability resulting from any
Acquisition Agreement as well as liabilities resulting from any
Acquisition Agreement Lessor is required to enter into on behalf of
Lessee or with Lessee for purposes of this Lease.
26. UPGRADES. Any existing lease between Lessor and Lessee subject to an
"upgrade" program shall continue in full force and effect and shall be
kept free of default by Lessee (even if the Equipment covered by the
existing lease is sold. traded-in, etc.) until any such existing lease
is cancelled by Lessor when, if applicable, the new Equipment is
accepted by Lessee for all purposes of this Lease.
27. PURCHASE OPTION. If no default shall have occurred and be continuing,
Lessee shall be entitled, at its option upon written notice to Lessor,
which notice must be received by Lessor at least 90 days prior to the
end of either the Initial Term or any renewal term of any Equipment
Schedule, to purchase all, but not less than all, of the Equipment
covered by such Equipment Schedule from Lessor at the end of the
Initial Term or any renewal term for such Equipment Schedule at a
purchase price equal to the then fair market value of the Equipment in
use and operational, in the condition required by this Lease, as
mutually agreed by Lessor and Lessee. On a date which is no later than
the expiration date of the Initial Term or any renewal term, as
applicable, Lessee shall pay to Lessor the purchase price for the
Equipment covered by such Equipment Schedule (plus any taxes levied
thereon) and Lessor shall sell the Equipment "as-is where-is" without
any warranties express or implied.
28. RELATED EQUIPMENT SCHEDULES. In the event that any Equipment Schedule
hereunder shall include Equipment that may become attached to, affixed
to, or used in connection with Equipment covered under another
Equipment Schedule hereunder ("Related Equipment Schedule"), Lessee
acknowledges the following: (a) if Lessee elects to exercise a purchase
option or renewal option under any Equipment Schedule, if provided; or
(b) if Lessee elects to return the Equipment under any Equipment
Schedule as described in Paragraph 14, then Lessor, at its discretion,
may require the similar disposition of all Related Equipment Schedules
as provided for by this Lease.
29. EQUIPMENT SCHEDULES. An executed Equipment Schedule that incorporates
by reference the terms of this Master Lease Agreement, marked
"Original," shall be the original of this Lease for the Equipment
described therein for all purposes. All other executed counterparts of
this Lease shall be marked "Duplicate." Unless specified otherwise
therein, in the event any written rider or other agreement is attached
to and made a part of an Equipment Schedule, the terms and conditions
of said written agreement shall apply only to said Equipment Schedule
and shall not apply to any other Equipment Schedule made a part of this
Lease. In the event Lessee issues a purchase order to Lessor covering
Equipment to be leased hereunder, it is agreed that such purchase order
is issued for purposes of authorization and Lessee's internal use only,
and. none of its terms and conditions shall modify the terms and
conditions of this Lease and/or related documentation, or affect
Lessor's responsibility to Lessee as defined in this Lease. To the
extent this Lease constitutes chattel paper, as such term is defined in
the Uniform Commercial Code of the applicable jurisdiction, no security
interest in this Lease may be created through the transfer of
possession of any counterpart other than the Original of this Lease.
30. GENERAL REPRESENTATIONS OF THE PARTIES. Each party represents and
warrants to the other party that, as of the date hereof, as of the date
of the execution of each Equipment Schedule and as of the date of each
extension, modification or amendment of this Lease and each Equipment
Schedule, and covenants and agrees with the other party that for so
long as any Equipment is leased pursuant hereto: (a) such party is and
will continue to be a corporation or other entity duly organized,
validly existing and in good standing under the laws of its state of
organization and maintains its chief executive office at the
address(es) set forth for it either on the signature page to this Lease
(and any Equipment Schedule entered into pursuant hereto) or in the
introduction thereto, or as otherwise set forth in a written notice to
the other party; (b) such party has and will maintain the legal
capacity, power, authority and unrestricted right to execute and
deliver this Lease (and any Equipment Schedule entered into pursuant
hereto) and to perform all of its obligations hereunder; (c) the
execution and delivery by such party of this Lease (and any Equipment
Schedule entered into pursuant hereto) and the performance by such
party of all of its obligations hereunder will not violate or be in
conflict with any term or provision of (i) any applicable law, (ii) any
judgment, order, writ, injunction, decree or consent of any court or
other judicial authority applicable to such party or any material part
of such party's assets and properties, (iii) any of the organizational
or governing documents of such party, or (iv) any material agreement,
document or obligation to which it is a party, and such party will not
adopt any such conflicting organizational or governing document or
enter into any such conflicting agreement, document or obligation; (d)
no consent, approval or authorization of, or registration, declaration
or filing with, any governmental authority or other person (including
any equity holder of any party) is required as a condition precedent,
concurrent or subsequent to or in connection with the due and valid
execution, delivery and performance by such party of this Lease (and
any Equipment Schedule entered into pursuant hereto) or the legality,
validity, binding effect or enforceability of any of the terms and
provisions of this Lease (and any Equipment Schedule entered into
pursuant hereto); (d) this Lease (and any Equipment Schedule entered
into pursuant hereto) is a legal, valid and binding obligation of such
party, enforceable against such party in accordance with their
respective terms and provisions; and (e) each party has independently
and fully reviewed and evaluated this Lease (and any Equipment Schedule
entered into pursuant hereto) and all related documents, the
contemplated obligations and transactions and the potential effects of
such obligations and transactions on the assets, business, cash flow,
expenses, income, liabilities, operations, properties, prospects,
reputation, taxation or condition (financial or otherwise) of such
party and its affiliates, which review and evaluation was made together
with the officers, directors and other representatives of such party,
its legal counsel and (to the extent deemed prudent by such party)
other legal counsel and financial and other advisors to such party, and
such party hereby absolutely, unconditionally, irrevocably, expressly
and forever assumes any and all attendant risks and waives any and all
rights, claims, defenses or objections with respect thereto
31. LESSEE'S REPRESENTATIONS. Lessee represents and warrants to Lessor
that, as of the date hereof, as of the date of the execution of each
Equipment Schedule and as of the date of each extension, modification
or amendment of this Lease and each Equipment Schedule, and covenants
and agrees with the Lessor that for so long as any Equipment is leased
pursuant hereto: (a) the Equipment is being leased hereunder for
business purposes and is not being and will not be used for any illicit
or illegal business or scheme; (b) the financial information (if any)
respecting Lessee furnished to Lessor is complete, accurate and fairly
presents the financial condition of the Customer; (d) the credit,
financial and other information furnished or to be furnished by or on
behalf of Lessee to Lessor is true and correct and does not and will
not contain a misstatement of a material fact or omit to state a
material fact required to be stated therein in order to make it, in the
light of the circumstances under which made, not misleading; and (f)
there does not exist any pending or threatened action or proceeding
before any court or administrative agency which might materially
adversely affect Lessee's financial condition or operations
32. FINANCIAL STATEMENTS. Lessee agrees to furnish to Lessor (i) as soon as
available, and in any event within 120 days after the last day of each
fiscal year of Lessee, a copy of the financial statements of Lessee as
of the end of such fiscal year, certified by an independent certified
public accounting firm: (ii) as soon as available, and in any event
within 60 days after the last day of each quarter of Lessee's fiscal
year, a copy of quarterly financial statements certified by the
principal financial officer of Lessee; and (iii) such additional
information concerning Lessee as Lessor may reasonably request.
33. GOOD FAITH DEPOSIT REQUIREMENT. Lessee agrees, with respect to each
transaction, to pay the Good Faith Deposit specified in Lessor's
proposal for such transaction or in the Equipment Schedule related
thereto. This Good Faith Deposit is given in consideration for Lessor's
costs and expenses in investigating and appraising and/or establishing
credit for Lessee. This Good Faith Deposit shall not be refunded unless
Lessor declines to accept Lessee's offer to enter into this Lease. Upon
Lessor's acceptance of Lessee's offer to enter into this Lease, unless
otherwise specified in the proposal or Equipment Schedule, the amount
shall be applied to the first period's rent payment. Lessee
acknowledges that Lessor's act of depositing any Good Faith Deposit
into Lessor's bank account shall not in itself constitute Lessor's
acceptance of Lessee's offer to enter into this Lease.
34. INTERPRETATION, SEVERABILITY, ETC. The parties acknowledge and agree
that the terms and provisions of this Lease and the Equipment Schedules
have been negotiated, shall be construed fairly as to all parties
hereto, and shall not be construed in favor of or against any party.
The term "including" shall mean "including (without limitation)",
whether or not so stated. The terms "including", "including, but not
limited to", "including (without limitation)" and similar phrases (i)
mean that the items specifically listed after such term are examples of
the provision preceding such term and are not intended to be all
inclusive, (ii) shall not in any way limit (or be deemed or construed
to limit) the generality of the provision preceding such term, and
(iii) shall not in any way preclude (or be deemed or construed to
preclude) any other applicable item encompassed by the general
provision preceding such term. In the event that any term or provision
of this Lease or any Equipment Schedule shall be finally determined to
be superseded, invalid, illegal or otherwise unenforceable pursuant to
applicable law by an authority having jurisdiction and venue, that
determination shall not impair or otherwise affect the validity,
legality or enforceability (a) by or before that authority of the
remaining terms and provisions of this Lease and the Equipment
Schedules, which shall be enforced as if the unenforceable term or
provision were deleted or reduced pursuant to the next sentence, as
applicable, or (b) by or before any other authority of any of the terms
and provisions of this Lease and the Equipment Schedules. If any term
or provision of this Lease or any Equipment Schedule is held to be
unenforceable because of the scope or duration of any such provision,
the parties agree that any court making such determination shall have
the power, and is hereby requested, to reduce the scope or duration of
such term or provision to the maximum permissible under applicable law
so that said term or provision shall be enforceable in such reduced
form.
35. MISCELLANEOUS. Lessor reserves the right to charge Lessee fees for its
provision of additional administrative services related to this Lease
requested by Lessee. Lessee shall provide Lessor with such corporate
resolutions, opinions of counsel, financial statements, and other
documents (including documents for filing or recording) as Lessor may
request from time to time. LESSEE HEREBY APPOINTS LESSOR OR ITS
ASSIGNEE ITS TRUE AND LAWFUL ATTORNEY IN FACT TO EXECUTE ON BEHALF OF
LESSEE ALL UNIFORM COMMERCIAL CODE FINANCING STATEMENTS OR OTHER
DOCUMENTS WHICH, IN LESSOR'S DETERMINATION, ARE NECESSARY TO SECURE
LESSOR'S INTEREST IN SAID EQUIPMENT. The filing of UCC Financing
Statements is precautionary and shall not be evidence that this Lease
is intended as security. If for any reason this agreement is determined
not to be a lease, Lessee hereby grants Lessor a security interest in
this Lease, the Equipment or collateral pertaining thereto and the
proceeds thereof, including release, sale or disposition of the
Equipment or other collateral. If more than one Lessee is named in this
Lease, the liability of each shall be joint and several. Time is of the
essence with respect to this Lease.
36. FORCE MAJEURE. Notwithstanding any other term or provision of this
Lease (and any Equipment Schedule entered into pursuant hereto), no
party shall be responsible for or be in breach of or default under this
Lease (and any Equipment Schedule entered into pursuant hereto) for any
performance delay or failure that is the result of any and all acts of
God and other acts, events, circumstances, impediments or occurrences
beyond the control of the delayed person (each a "Force Majeure"),
including (without limitation) any (i) accident or mishap not caused by
the delayed person, (ii) assault, attack, battle, blockade, bombing,
embargo, police action, siege or other act of defense, offense,
terrorism or war (whether or not declared), in each case whether
civilian, militia, military or otherwise and whether domestic or
foreign, (iii) governmental regulation or decree or other act or
failure to act of any governmental authority or other regulatory body,
in each case whether civil, military or otherwise and whether domestic
or foreign, (iv) earthquake, explosion, fire, flood, hurricane or other
natural or man-made calamity or disaster, (v) epidemic, environmental
contamination or other natural or man-made pestilence or toxic exposure
(whether biological, chemical, radiological or otherwise), or any
quarantine or other restriction arising therefrom, (vi) failure of,
interruption in or impairment of any delivery, internet, mail,
monetary, power,
telecommunication, transmission, transportation or utility system or
any other service, product or equipment provided or maintained by a
third party, (vii) lockout, strike or similar labor interruptions,
(viii) insurrection, riot or other civil disturbance, (ix) hacking or
other unauthorized access, spamming, virus, trojan or other
unauthorized program, or other computer or technological tampering or
attack, or (x) sabotage or other criminal or intentionally disruptive
third party act, in each case together with any and all consequential
disruptions, delays, effects or other acts, events, circumstances,
impediments or occurrences and irrespective of how localized or
widespread. Upon prompt notice to the other party, the party affected
by any Force Majeure shall be excused from performance hereunder to the
extent and for so long as its performance hereunder is prevented or
restricted by a Force Majeure (and the other party shall likewise be
excused from performance of its obligations hereunder relating to such
delayed or failed performance to the same extent and for the same
duration); provided that the party so affected shall use reasonable
efforts (without increased cost) to avoid, mitigate or remove such
Force Majeure and to minimize the consequences thereof, and both
parties shall resume performance hereunder with the utmost dispatch
whenever such non-performance causes are removed.
37. NO WAIVER BY ACTION, ETC. Any failure of the Lessor to require strict
performance by the Lessee or any waiver by Lessor of any provision
herein shall not be construed as a consent or waiver of any other
breach of the same or of any other provision. Any waiver or consent
from either party respecting any provision of this Lease or any related
document shall be effective only in the specific instance for which
given and shall not be deemed, regardless of frequency given, to be a
further or continuing waiver or consent. The failure or delay of any
party at any time to require performance of, or to exercise or enforce
its rights or remedies with respect to, any provision of this Lease
shall not affect such party's right at a later time to exercise or
enforce any such provision. No notice to or demand on any party shall
entitle such party to any other notice or demand in similar or other
circumstances. Any acceptance by or on behalf of a party of (A) any
partial or late payment, reimbursement or performance shall not
constitute a satisfaction or waiver of the obligation then due or the
resulting default, or (B) any payment, reimbursement or performance of
any obligation during the continuance of any default shall not
constitute a waiver or cure thereof, and the party or its designee may
accept or reject any such payment, reimbursement or performance without
affecting any obligation or any of the party's rights, powers,
privileges, remedies and other interests under this Lease, any related
document or applicable law. All rights, powers, privileges, remedies
and other interests of each party hereunder are cumulative and not
alternatives, and they are in addition to (and shall not limit) any
other right, power, privilege, remedy or other interest of such party
under this Lease, any related document or applicable law.
38. SUCCESSORS AND ASSIGNS; ASSIGNMENT; INTENDED BENEFICIARIES. This Lease
and each related document shall be binding upon and inure to the
benefit of the successors, permitted assigns and legal representatives
of each party (including, without limitation, any assignee of
substantially all of the business or assets of any party or any
successor by merger). Neither party may assign any of its rights or
obligations under this Lease or any related document to any other
person without the consent of the other party; provided, however, that
either party may assign its rights and obligations hereunder in whole
or in part to any of its affiliates (without, however, relieving the
assignor of any of its obligations hereunder) by giving the other party
a copy of such assignment. Without limiting the generality of the
foregoing, Lessee acknowledges and agrees that Lessor may pledge this
Lease and all accounts, payment intangibles, general intangibles and
other rights and interest arising hereunder to one or more lender(s),
such lender(s) shall be entitled upon default to enforce any and all of
the rights, powers, privileges, remedies and interests of Lessor as so
assigned in accordance with this Lease, the applicable loan documents
and applicable law, and such lender(s) shall not be responsible or
liable for any of the acts, omissions, duties, liabilities or
obligations of Lessor or any of its affiliates under this Lease or
otherwise. Except as otherwise provided in this Lease, the
representations, agreements and other provisions of this Lease are for
the exclusive benefit of the parties hereto, and no other person
(including, without limitation, any creditor of a party) shall have any
right or claim against any party by reason of any of those provisions
or be entitled to enforce any of those provisions against any party.
39. COUNTERPARTS, GOVERNING LAW, AMENDMENTS, ETC. This Lease shall be
effective on the date as of which this Lease shall be executed and
delivered by the parties hereto. This Lease or any related document may
be executed in two or more counterpart copies of the entire document or
of signature pages to the document, each of which may be executed by
one or more of the parties hereto and may be sent by fax or other
electronic means,, but all of which, when taken together, shall
constitute a single agreement binding upon all of the parties hereto.
This Lease and all related documents shall be governed by and construed
in accordance with the applicable laws pertaining, in the State of New
York (other than those conflict of law rules that would defer to the
substantive laws of another jurisdiction). The headings contained in
this Lease or any related document are for reference purposes only and
shall not affect the meaning or interpretation of this Lease or any
related document. Each and every supplement or modification to or
amendment or restatement of this Lease or any related document shall be
in writing and signed by all of the parties hereto, and each and every
waiver of, or consent to any departure from, any term or provision of
this Lease or any related document shall be in writing and signed by
each affected party hereto.
40. WAIVER OF JURY TRIAL; ALL WAIVERS INTENTIONAL, ETC. In any action, suit
or proceeding in any jurisdiction brought against Lessor by Lessee, or
vice versa, each party hereby absolutely, unconditionally, irrevocably
and expressly waives forever trial by jury. This waiver of jury trial
by each party, and each other waiver, release, relinquishment or
similar surrender of rights (however expressed) made by a party in this
Lease, has been absolutely, unconditionally, irrevocably, knowingly and
intentionally made by such party.
41. ENTIRE AGREEMENT. No party or any of its representatives has made,
accepted or acknowledged any representation, warranty, promise,
assurance, agreement, obligation or understanding (oral or otherwise)
to, with or for the benefit of the other party or any of its
representatives other than as expressly set forth in this Lease. This
Lease and any Approval Letter issued by Lessor and any Equipment
Schedule hereunder contains the entire agreement of the parties, and
supersedes and completely replaces all prior and other communications,
discussions and other representations, warranties, promises,
assurances, agreements and understandings (oral, implied or otherwise)
between the parties, with respect to the matters contained in this
Lease.
IN WITNESS WHEREOF, the parties have executed this Master Lease Agreement
effective as of the first date it is executed by Lessee below.
SPAR Marketing Services, Inc. (Lessor) SPAR Marketing Force, Inc. (Lessee) Date
As of
11/1/04
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------- --------------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chairman & Chief Executive Title: Chief Financial Officer
Officer
Home Office: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[Letterhead of SPAR MARKETING SERVICES, INC.]
MERCHANDISING * MARKETING INTELLIGENCE * DATABASE MARKETING * TELESERVICES *
E-COMMERCE
SERVICES DEFINED BY THE RETURN THEY GENERATE
----------------------
THIS IS COUNTERPART NO. OF 3 SERIALLY NUMBERED COUNTERPARTS. TO THE EXTENT THAT
THIS DOCUMENT CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM COMMERCIAL CODE, NO
SECURITY INTEREST IN THIS DOCUMENT MAY BE CREATED THROUGH THE TRANSFER AND
POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.
EQUIPMENT LEASING SCHEDULE NO. 001
Dated: as of November 1, 2004
(this "Schedule")
Incorporating by Reference
Master Lease Agreement dated as of November 1, 2004
between
SPAR Marketing Services, Inc., as "Lessor",
and
SPAR Marketing Force, Inc., as "Lessee"
(as the same may be supplemented or amended from time to time
in the manner provided therein the "Master Agreement")
LESSEE AGREES TO LEASE THE HEREIN DESCRIBED EQUIPMENT FROM LESSOR, AND LESSOR BY
ACCEPTANCE OF THIS SCHEDULE, AGREES TO LEASE THE EQUIPMENT TO LESSEE ON THE
TERMS AND CONDITIONS SET FORTH IN THIS SCHEDULE, WHICH HEREBY INCORPORATES
HEREIN BY REFERENCE ALL OF THE TERMS AND PROVISIONS OF THE MASTER AGREEMENT WITH
THE SAME FORCE AND EFFECT AS THOUGH FULLY SET FORTH HEREIN.
..
Rental Commencement Date: 11/1/04
-----------------------------------
Purchased From: Cost
--------------- ----
SSE Products, Inc.
d/b/a SSE Technologies
Handheld Computer Series
9500 with supporting modems and cables
previously purchased $400,000.00
Term: 36 Months
Lease Rate Factor: 3.168%
Monthly Rental Payment: $12,672.00
Good Faith Deposit Amount:
USING TOMORROW'S TOOLS TO SOLVE TODAY'S CHALLENGES
--------------------------------------------------------------------------------
SPAR MARKETING SERVICES, INC. CORPORATE OFFICE
* ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ *▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone ▇▇▇-▇▇▇-▇▇▇▇ * Fax ▇▇▇-▇▇▇-▇▇▇▇ *
Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ * Website: ▇▇▇.▇▇▇▇▇▇▇.▇▇▇
[Letterhead of SPAR MARKETING SERVICES, INC.]
MERCHANDISING * MARKETING INTELLIGENCE * DATABASE MARKETING * TELESERVICES *
E-COMMERCE
SERVICES DEFINED BY THE RETURN THEY GENERATE
THIS SCHEDULE, TOGETHER WITH THE MASTER AGREEMENT AND THE OTHER DOCUMENTS
REFERRED TO HEREIN AND THEREIN AND/OR EXECUTED IN CONNECTION HEREWITH OR
THEREWITH, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN LESSOR AND LESSEE AS TO THE
LEASING OF THE EQUIPMENT. LESSEE ACKNOWLEDGES THAT ON OR BEFORE LESSEE'S
EXECUTION AND DELIVERY OF THIS SCHEDULE IT RECEIVED A COPY OF THE PURCHASE ORDER
AND OTHER PURCHASE CONTRACTS EVIDENCING THE ACQUISITION OF THE EQUIPMENT BY
LESSOR .
BY EXECUTION OF THIS SCHEDULE, THE
UNDERSIGNED CERTIFIES THAT HE/SHE HAS READ
THIS SCHEDULE, HAS EXECUTED AND ENTERED INTO
THIS SCHEDULE ON BEHALF OF LESSEE AND IS
DULY AUTHORIZED TO DO SO
LESSOR LESSEE
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------ ------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chairman and Chief Executive Officer Chief Financial Officer
SPAR Marketing Services, Inc. SPAR Marketing Force, Inc.
USING TOMORROW'S TOOLS TO SOLVE TODAY'S CHALLENGES
--------------------------------------------------------------------------------
SPAR MARKETING SERVICES, INC. CORPORATE OFFICE
* ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ *▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone ▇▇▇-▇▇▇-▇▇▇▇ * Fax ▇▇▇-▇▇▇-▇▇▇▇ *
Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ * Website: ▇▇▇.▇▇▇▇▇▇▇.▇▇▇
[Letterhead of SPAR MARKETING SERVICES, INC.]
MERCHANDISING * MARKETING INTELLIGENCE * DATABASE MARKETING * TELESERVICES *
E-COMMERCE
SERVICES DEFINED BY THE RETURN THEY GENERATE
THIS IS COUNTERPART NO. OF 3 SERIALLY NUMBERED COUNTERPARTS. TO THE EXTENT THAT
THIS DOCUMENT CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM COMMERCIAL CODE, NO
SECURITY INTEREST IN THIS DOCUMENT MAY BE CREATED THROUGH THE TRANSFER AND
POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.
EQUIPMENT LEASING SCHEDULE NO. 002
Dated: as of January 4, 2005
(this "Schedule")
Incorporating by Reference
Master Lease Agreement dated as of November 1, 2004
between
SPAR Marketing Services, Inc., as "Lessor",
and
SPAR Marketing Force, Inc., as "Lessee"
(as the same may be supplemented or amended from time to time
in the manner provided therein the "Master Agreement")
LESSEE AGREES TO LEASE THE HEREIN DESCRIBED EQUIPMENT FROM LESSOR, AND LESSOR BY
ACCEPTANCE OF THIS SCHEDULE, AGREES TO LEASE THE EQUIPMENT TO LESSEE ON THE
TERMS AND CONDITIONS SET FORTH IN THIS SCHEDULE, WHICH HEREBY INCORPORATES
HEREIN BY REFERENCE ALL OF THE TERMS AND PROVISIONS OF THE MASTER AGREEMENT WITH
THE SAME FORCE AND EFFECT AS THOUGH FULLY SET FORTH HEREIN.
..
Rental Commencement Date: 1/4/05
---------------------------------
Purchased From: Cost
--------------- ----
SSE Products, Inc.
d/b/a SSE Technologies/Insight
Handheld Computer Series
9500 with supporting modems and cables previously
purchased $135,509.18
Term: 36 Months
Lease Rate Factor: 3.168%
Monthly Rental Payment: $4,293.00
USING TOMORROW'S TOOLS TO SOLVE TODAY'S CHALLENGES
--------------------------------------------------------------------------------
SPAR MARKETING SERVICES, INC. CORPORATE OFFICE
* ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ *▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone ▇▇▇-▇▇▇-▇▇▇▇ * Fax ▇▇▇-▇▇▇-▇▇▇▇ *
Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ * Website: ▇▇▇.▇▇▇▇▇▇▇.▇▇▇
[Letterhead of SPAR MARKETING SERVICES, INC.]
MERCHANDISING * MARKETING INTELLIGENCE * DATABASE MARKETING * TELESERVICES *
E-COMMERCE
SERVICES DEFINED BY THE RETURN THEY GENERATE
THIS SCHEDULE, TOGETHER WITH THE MASTER AGREEMENT AND THE OTHER DOCUMENTS
REFERRED TO HEREIN AND THEREIN AND/OR EXECUTED IN CONNECTION HEREWITH OR
THEREWITH, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN LESSOR AND LESSEE AS TO THE
LEASING OF THE EQUIPMENT. LESSEE ACKNOWLEDGES THAT ON OR BEFORE LESSEE'S
EXECUTION AND DELIVERY OF THIS SCHEDULE IT RECEIVED A COPY OF THE PURCHASE ORDER
AND OTHER PURCHASE CONTRACTS EVIDENCING THE ACQUISITION OF THE EQUIPMENT BY
LESSOR .
BY EXECUTION OF THIS SCHEDULE, THE
UNDERSIGNED CERTIFIES THAT HE/SHE HAS READ
THIS SCHEDULE, HAS EXECUTED AND ENTERED INTO
THIS SCHEDULE ON BEHALF OF LESSEE AND IS
DULY AUTHORIZED TO DO SO
LESSOR LESSEE
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chairman and Chief Executive Officer Chief Financial Officer
SPAR Marketing Services, Inc. SPAR Marketing Force, Inc.
[Letterhead of SPAR MARKETING SERVICES, INC.]
MERCHANDISING * MARKETING INTELLIGENCE * DATABASE MARKETING * TELESERVICES *
E-COMMERCE
SERVICES DEFINED BY THE RETURN THEY GENERATE
THIS IS COUNTERPART NO. OF 3 SERIALLY NUMBERED COUNTERPARTS. TO THE EXTENT THAT
THIS DOCUMENT CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM COMMERCIAL CODE, NO
SECURITY INTEREST IN THIS DOCUMENT MAY BE CREATED THROUGH THE TRANSFER AND
POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.
EQUIPMENT LEASING SCHEDULE NO. 003
Dated: as of January 31, 2005
(this "Schedule")
Incorporating by Reference
Master Lease Agreement dated as of November 1, 2004
between
SPAR Marketing Services, Inc., as "Lessor",
and
SPAR Marketing Force, Inc., as "Lessee"
(as the same may be supplemented or amended from time to time
in the manner provided therein the "Master Agreement")
LESSEE AGREES TO LEASE THE HEREIN DESCRIBED EQUIPMENT FROM LESSOR, AND LESSOR BY
ACCEPTANCE OF THIS SCHEDULE, AGREES TO LEASE THE EQUIPMENT TO LESSEE ON THE
TERMS AND CONDITIONS SET FORTH IN THIS SCHEDULE, WHICH HEREBY INCORPORATES
HEREIN BY REFERENCE ALL OF THE TERMS AND PROVISIONS OF THE MASTER AGREEMENT WITH
THE SAME FORCE AND EFFECT AS THOUGH FULLY SET FORTH HEREIN.
..
Rental Commencement Date: 1/31/05
Purchased From: Cost
--------------- ----
SSE Products, Inc.
d/b/a SSE Technologies/Insight
105 Handheld Computers Series
9550 50% payment, invoice $83,813.63
#63718 Modems and cords 11957.83
Cables 918.44
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$96,689.90
Term: 36 Months
Lease Rate Factor: 3.168%
Monthly Rental Payment: $3,353.00
Good Faith Deposit Amount:
THIS SCHEDULE, TOGETHER WITH THE MASTER AGREEMENT AND THE OTHER DOCUMENTS
REFERRED TO HEREIN AND THEREIN AND/OR EXECUTED IN CONNECTION HEREWITH OR
THEREWITH, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN LESSOR AND LESSEE AS TO THE
LEASING OF THE EQUIPMENT. LESSEE ACKNOWLEDGES THAT ON OR BEFORE LESSEE'S
EXECUTION AND DELIVERY OF THIS SCHEDULE IT RECEIVED A COPY OF THE PURCHASE ORDER
AND OTHER PURCHASE CONTRACTS EVIDENCING THE ACQUISITION OF THE EQUIPMENT BY
LESSOR .
BY EXECUTION OF THIS SCHEDULE, THE
UNDERSIGNED CERTIFIES THAT HE/SHE HAS READ
THIS SCHEDULE, HAS EXECUTED AND ENTERED INTO
THIS SCHEDULE ON BEHALF OF LESSEE AND IS
DULY AUTHORIZED TO DO SO
LESSOR LESSEE
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chairman and Chief Executive Officer Chief Financial Officer
SPAR Marketing Services, Inc. SPAR Marketing Force, Inc.
USING TOMORROW'S TOOLS TO SOLVE TODAY'S CHALLENGES
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SPAR MARKETING SERVICES, INC. CORPORATE OFFICE
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Phone ▇▇▇-▇▇▇-▇▇▇▇ * Fax ▇▇▇-▇▇▇-▇▇▇▇ *
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