<PAGE>
EXHIBIT 10.49
[LOGO]
BUSINESS LEASE AGREEMENT
LEASE NUMBER 28509-02
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<S><C>
LFC, Inc. 8950 E. BELLEVIEW AVE., SUITE 320, ENGLEWOOD, CO 80111 (303) 894-9713
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LESSEE NAME ADDRESS CITY STATE ZIP
Interactive Telesis, Inc. 535 Encinitas Suite 116 Encinitas CA 92024
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VENDOR NAME ADDRESS CITY STATE ZIP
See Attached Exhibit "A"
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EQUIPMENT DESCRIPTION. Model No., Serial No., or other identification
SEE ATTACHED EXHIBIT "A"
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EQUIPMENT LOCATION STREET CITY COUNTY STATE ZIP
535 Encinitas Encinitas San Diego CA 92024
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RENT PAYMENTS SALES/USE TAX TOTAL PAYMENT INITIAL LEASE TERM
36 PAYMENTS OF $4,445.76 PER MONTH PLUS INCLUDED EQUALS $4,445.76 36 MONTHS
Advance Payment of $8,891.52 which equals the first and last payment(s), a $0.00 documentation fee, and a
$0.00 security deposit MUST ACCOMPANY LEASE
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EQUIPMENT LEASE TERMS AND CONDITIONS
1. LEASE. Lessee hereby leases from Lessor and Lessor leases to Lessee the
equipment, machinery and other property described above (collectively
"Equipment"). This Lease shall become effective only upon Lessor's execution
hereof whereupon Lessee's obligations hereunder shall become NONCANCELLABLE
by Lessee for any reason.
2. TERM. The term of the lease for each unit of Equipment shall be the number
of months described above as the Initial Lease Term commencing on the Lease
Start Date appearing below Lessor's signature.
3. RENT AND OTHER PAYMENTS. Lessee shall pay Lessor the advance payments and
security deposit stated above upon its execution of this Lease. The advance
payments and security deposit shall be non-refundable and applied against the
amounts owing by Lessee hereunder. All monthly rental payments are payable in
advance and, besides the first month's payment which is due as set forth
above, shall be payable on the Payment Due Date indicated above or the first
business day following any Payment Due Date that falls on a non-business day.
Lessee also shall pay all sales, use, excise, personal property, stamp,
documentary, ad valorem, registration and other taxes (except income taxes
payable by Lessor), licenses, fees, assessments, fines, penalties, and other
charges imposed on the ownership, possession, use or lease of the Equipment
during the term of this Lease. All amounts payable to Lessor under this Lease
shall be paid to Lessor in currency of the United States of America at
Lessor's address set forth above or any other address which Lessor may provide
Lessor with notice from time to time.
4. SELECTION OF EQUIPMENT; SUPPLIER'S WARRANTIES; FINANCE LEASE. LESSEE
ACKNOWLEDGES THAT: (a) LESSEE HAS SELECTED BOTH THE EQUIPMENT AND THE
SUPPLIER THEREOF; (b) LESSOR IS NOT THE MANUFACTURER OR SUPPLIER OF THE
EQUIPMENT AND HAS ACQUIRED THE EQUIPMENT SPECIFICALLY FOR LEASING SUCH
EQUIPMENT TO LESSEE AT LESSEE'S REQUEST IN CONNECTION WITH THIS LEASE; (c)
LESSEE HAS BEEN PROVIDED WITH A COPY OF THE PURCHASE CONTRACT FOR THE
EQUIPMENT BEFORE EXECUTING THIS LEASE; (d) LESSEE HAS BEEN ADVISED BY LESSOR
THAT LESSEE IS ENTITLED TO ANY PROMISES AND WARRANTIES PROVIDED TO THE LESSOR
IN CONNECTION WITH THE EQUIPMENT BY THE SUPPLIER THEREOF AND IS ENTITLED TO
CONTACT THE SUPPLIER TO RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF THOSE
PROMISES AND WARRANTIES INCLUDING ANY DISCLAIMERS AND LIMITATIONS OF SUCH
PROMISES AND WARRANTIES OR ANY REMEDIES IN CONNECTION THEREWITH; and (e) THIS
LEASE QUALIFIES AS A STATUTORY "FINANCE LEASE" UNDER ARTICLE 2A OF THE
UNIFORM COMMERCIAL CODE. D
-----------INITIAL
5. DELIVERY AND ACCEPTANCE. Lessee agrees to accept the Equipment when
delivered to Lessee by Lessor or the supplier thereof. Upon its receipt of
the Equipment, Lessee shall execute and provide Lessor with a delivery and
acceptance certificate in a form acceptable to Lessor which acknowledges the
delivery and Lessee's acceptance of the Equipment without any reservations of
any kind. Lessee agrees to hold Lessor harmless from specific performance or
damages if the supplier fails to deliver, or causes a delays in the delivery
of, the Equipment or if the Equipment is defective, nonconforming or
otherwise unsatisfactory for any reason. The occurrence of any of the
foregoing factors shall not affect the validity of this Lease or the payment
and performance of lessee's obligations hereunder.
6. DISCLAIMER OF WARRANTIES AND CLAIMS; LIMITATION OF REMEDIES. Lessee hereby
acknowledges that:
(a) Lessor is leasing to Lessee and Lessee is leasing from Lessor the
Equipment "AS IS" and "WITH ALL FAULTS" and Lessor makes not express or
implied representations or warranties with respect to the Equipment
including, but not limited to, those pertaining to title, condition, design,
capacity, MERCHANTABILITY, or FITNESS FOR ANY PARTICULAR PURPOSE;
(b) Lessee has been provided with the opportunity to inspect the Equipment
but has refused to do so or has inspected the Equipment and determined that
it is in good condition and acceptable in all respects;
(c) If the Equipment is not properly installed, does not operate as
represented or warranted by the supplier or manufacturer, or is
unsatisfactory for any reason, Lessee's only recourse shall be against the
supplier or manufacturer of the Equipment and not against Lessor. Lessor
hereby assigns to Lessee any warranties made by the supplier or the
manufacturer of the Equipment so long as Lessee is not in default upon its
obligations under this Lease;
(d) REGARDLESS OF ANY PROBLEMS WITH RESPECT TO THE EQUIPMENT, LESSEE SHALL
PAY THE VARIOUS AMOUNTS OWING AND PERFORM ITS OTHER OBLIGATIONS UNDER THIS
LEASE WITHOUT SETOFF OR ABATEMENT OF ANY KIND AND LESSEE SHALL HAVE NO REMEDY
AGAINST LESSOR FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IN CONNECTION
THEREWITH; and
(e) The Equipment is being leased to Lessee solely for commercial or
business (and not for personal, family, household, or agricultural) purposes
7. TITLE; ABSENCE OF LIENS, SECURITY INTERESTS, ENCUMBRANCES AND CLAIMS;
FILINGS. Lessor shall remain the sole owner of the Equipment under all
conditions. Lessee acknowledges that the Equipment is and shall remain
personal property at all times despite its affixation to any real property.
Lessee shall keep the Equipment and this Lease free and clear of all
encumbrances, liens, levies, encumbrances and claims of any kind (besides
those belonging to or created by Lessor) and shall defend Lessor's rights,
title and interests in and to the Equipment and this Lease against any
unauthorized encumbrances, liens, levies, encumbrances or claims
(collectively "Unauthorized Claims") at Lessee's expense. Lessee shall
immediately provide Lessor with written notice of any actual or threatened
Unauthorized Claims. Lessee, at its expense, shall take all actions and
execute, file and record all financing statements and other documents that
may be necessary to establish, maintain, and preserve Lessor's right, title
and interests in the Equipment and provide any third parties with notice
thereof.
8. DISPOSITION OF EQUIPMENT. Lessee shall not assign, convey, lease, sell or
transfer any of the Equipment to any third party without the prior written
consent of Lessor which may be withheld in its sole discretion.
9. LOCATION; USE; INSPECTION. The Equipment shall be located and used solely
by Lessee at Lessee's address described in this Lease or at any other
location for which Lessee has obtained Lessor's prior written consent.
Lessee, at its expense, shall take all necessary actions to maintain and keep
the Equipment in good repair and working order and preserve the full value
thereof. Lessee shall use the Equipment only in its business operations and
in accordance with all applicable statutes, ordinances, regulations, orders,
decrees, rulings, manufacturer's recommendations, and insurance policies. Any
supplies required for the use of the Equipment also shall meet the
manufacturer's specifications Lessee shall permit and cause any third party
to permit Lessor to enter Lessee's or such third party's premises and inspect
the Equipment and any books or records pertaining thereto during normal
business hours. Lessee shall provide and cause any third party to provide any
assistance required by lessor for these purposes. All of the signatures and
information contained in the foregoing books and records shall be genuine,
true, accurate and complete in all respects.
10. ADDITIONS, ALTERATIONS AND OTHER CHANGES. Lessee shall not make any
additional alterations or other changes to the Equipment without Lessor's
prior written consent. Notwithstanding the foregoing and without curing any
resulting event of default under this lease, all additions, attachments,
modifications, replacements or substitutions to the Equipment shall become
part of the Equipment and belong to Lessor.
11. FINANCIAL REPORTS. Lessee shall report, in a form satisfactory to lessor,
such information as Lessor may request regarding Lessee's business operations
and financial condition or the Equipment. The information shall be for such
periods, shall reflect Lessee's records at such time, and shall be rendered
with such frequency as Lessor may designate. All information furnished by
Lessee to Lessor shall be true, accurate and complete in all respects.
12. REPRESENTATIONS AND WARRANTIES. Lessee represents and warrants to Lessor
that: (a) Lessee's federal tax identification or social security number is
33-0649915 (b) Lessee is a Corporation duly organized and validly existing
under the laws of the State of CA and authorized to own property and transact
business in each location where its business is conducted; (c) Lessee's chief
executive office, chief place of business, office where its business records
are located, or residence is the address described in this Lease. Lessee's
other executive offices, places of business and locations of its business
records are N/A. Lessee shall immediately advise Lessor in writing of any
change in or addition to the foregoing addresses; (d) Lessee shall not become
a party to any restructuring of its form of business or participate in any
consolidation, merger, liquidation or dissolution without obtaining Lessor's
prior written consent; (e) Lessee shall provide Lessor with thirty (30) or
more days' prior written notice of any intended change of Lessee's name or
the use of any tradename; (f) No action or proceeding is or shall be pending
or threatened against Lessee which might result in any material and adverse
change in its business operations or financial condition or materially affect
the Equipment; (g) this Lease has been duly authorized, executed and
delivered by Lessee and constitutes the legal, valid and binding obligations
of Lessee in accordance with the terms and conditions set forth herein; and
(h) Lessee's execution, delivery and performance of its obligations under
this Lease does not and shall not violate any statute, ordinance, regulation,
order, decree, ruling, regulation or agreement binding upon or otherwise
applicable to Lessee. Any person executing this Lease for Lessee represents
and warrants to Lessor that he is duly authorized and empowered to bind
Lessee to the terms and conditions set forth herein.
<PAGE>
whatsoever and acknowledges that no Loss or Damage, whether upon
delivery or thereafter, shall [ILLEGIBLE] event of any Loss or Damage of the
Equipment or any part thereof, Lessee shall immediately provide Lessor
with written notice [ILLEGIBLE] and, at the option of Lessor and Lessee's
sale expense shall
a) make all necessary repairs to place the Equipment in the condition that
existed prior to such Loss or Damage;
b) replace the lost, stolen, damaged or destroyed Equipment with the same
or similar goods that are acceptable to Lessor in all respects (title to the
replacement goods shall immediately be vested in Lessor free and clear of
all liens, security interests, encumbrances or claims of any kind and the
replacement goods shall become subject to all of the terms and conditions
affecting the Equipment under this Lease); or
c) pay to Lessor the total of the following amounts: i) all accrued but
unpaid amounts owing under this Lease at the time of payment; and (ii) all
unaccrued amounts payable to Lessor from the date of payment to the end of
the term of this Lease together with Lessor's estimated residual value for
the Equipment discounted at the time of payment to its present value by a
factor of six percent (6%) per annum.
Upon such payment, Lessor shall assign to Lessee all of its rights, title and
interest in and to the Equipment "AS IS" and "WITH ALL FAULTS" and without
any express or implied representations or warranties of any kind including
but not limited to those pertaining to MERCHANTABILITY or FITNESS FOR A
PARTICULAR PURPOSE.
14. INSURANCE. Lessee, at its expense, shall obtain and maintain Insurance
against any Loss or Damage to the Equipment for the greater of: (a) the
replacement value of the Equipment, or (b) the sum of the rental payments and
other amounts remaining to be paid under this Lease. Such Insurance policies
shall name Lessor as loss payee. In addition, Lessee, at its expense, shall
have public liability and property damage insurance with respect to its
business operations and premises. Such Insurance policies shall name Lessor
and its assigns as additional insureds. All of the foregoing insurance
policies shall be in forms, amounts, and with companies satisfactory to
Lessor in its discretion. Without limiting the foregoing, all of the
insurance policies shall provide that no act or omission of Lessee or any
other person shall affect the right of Lessor or its assigns to be paid any
Insurance proceeds and require the Insurance company to provide Lessor with
at least 30 days' written notice prior to any alteration or cancellation of
such policies. Lessee shall deliver certificates of insurance and copies of
the insurance policies to Lessor upon the request of the latter party.
15. RETURN OF EQUIPMENT. Upon the expiration or prior cancellation of this
Lease, Lessee shall, at Lessee's own expense and risk, promptly return the
Equipment to Lessor by delivering such Equipment, packed and ready for
shipment, to such place or carrier as Lessor may specify, in the same
condition as originally provided to Lessee except for reasonable wear and
tear. In the event Lessee does not return the Equipment as specified in the
foregoing sentence, Lessee shall pay Lessor 150% of the rental payments and
other amounts payable under this Lease for the continued use of Equipment on
a prorated basis. Such payments shall be due and payable on the same day of
each month as the Payment Due Dates unless Lessee is required to pay such
amounts on an earlier date pursuant to the terms and conditions set forth in
this Lease. The acceptance of such payments shall not waive Lessee's default
or Lessor's other rights under this Lease and shall not constitute an
extension of the term of this Lease under any circumstances.
16. DEFAULT AND REMEDIES. Lessee shall be in default under this Lease in the
event that Lessee, any guarantor, or any other party liable for or securing
the payment and performance of some or all of the obligations described
herein: (i) fails to pay any rental payment or other amount or perform any
obligation as required by this Lease or any other present or future written
agreement between Lessor and such party; (ii) breaches any covenant,
representation or warranty to Lessor contained in this Lease or any other
agreement between Lessor and such party; (iii) provides or causes any false
or misleading signature or representation to be provided to Lessor; (iv)
defaults upon any material agreement with a third party; (v) allows the
Equipment to be lost, stolen, damaged or destroyed in any material respect
(and does not repair or replace the Equipment or pay Lessor the various
amounts as set forth in this Lease); (vi) permits the entry or service of any
garnishment, judgement, tax levy, attachment or lien against it or any of its
property; (vii) becomes the subject of any bankruptcy, reorganization or
insolvency proceeding; or (viii) causes Lessor to deem itself insecure in
good faith for any reason.
If there is a default under this Lease, Lessor shall be entitled to exercise
one or more of the following remedies without presentment, dishonor, notice
or demand of any kind (all of which are hereby waived by Lessee):
a) to cancel the Lease;
b) to collect the following amounts with or without resorting to
judicial process; i) all accrued but unpaid amounts payable under this Lease
through the earlier of the date on which those amounts are paid to Lessor or
judgment is entered in Lessor's favor therefor; (ii) all unaccrued amounts
payable under this Lease as of the earlier of the date on which those amounts
are paid to Lessor or judgment is entered in Lessor's favor therefor and, if
the Equipment has not been returned to Lessor, Lessor's estimated residual
value for the Equipment both discounted to their present value as of the
earlier of the date on which those amounts are re-paid to Lessor or judgment
is entered in Lessor's favor therefor by a factor of six percent (6%) per
annum, (iii) interest on any delinquent amounts payable to Lessor under this
Lease at the rate set forth herein; (iv) all of Lessor's incidental damages
and other amounts expended in the repossession, repair, preparation and
advertising for sale or lease, resale, release, or other disposition of the
Equipment or the enforcement of Lessor's rights hereunder; and (v) all other
amounts recoverable by Lessor under this Lease or applicable law.
c) to enter Lessee or any third party's premises and take possession of
the Equipment;
d) to require Lessee to deliver and make available to Lessor the
Equipment at the location described in Section 15 of this Lease;
e) at Lessor's option, to sell, release or otherwise dispose of the
Equipment under such terms and conditions as may be acceptable to Lessor in
its discretion. In the event that Lessor elects to sell or release the
Equipment, Lessor shall provide Lessee with a setoff against Lessee's
outstanding obligations to Lessor under this Lease for the net sale proceeds
actually received by Lessor or the net rental payments payable to Lessor
under the replacement lease during the mandatory term of this Lease
discounted to their present value as of the commencement date of the
replacement lease by a factor of six percent (6%) per annum; provided,
however, that Lessor shall not be accountable to Lessee or any third party
for any profits made upon the sale, release or other disposition of the
Equipment under any circumstances;
f) to setoff the amounts payable to Lessor against any amounts due to
Lessee; and
g) to exercise all other rights available to Lessor under this Lease,
any other written agreement, or applicable law. Lessor's rights are
cumulative and may be exercised together, separately, and in any order. In
the event that Lessor institutes an action to recover the Equipment or seeks
the recovery of the Equipment by way of a prejudgment remedy in an action
against Lessee, Lessee waives the posting of any bond which might otherwise
be required.
17. ESSENCE OF TIME. Lessee and Lessor agree that time is of the essence.
18. INDEMNITY. Lessor shall not assume or be responsible for the performance
of any of Lessee's obligations with respect to the Equipment under any
circumstances. Lessee shall immediately provide Lessor with written notice of
and indemnify and hold Lessor and its shareholders, directors, officers,
employees, and agents (collectively "Indemnified Parties") harmless from all
claims, damages, liabilities (including attorneys' fees and legal expenses),
causes of action, actions, suits and other legal proceedings (collectively
"Claims") pertaining to its business operations or the ownership, lease,
possession, or use of the Equipment including, but not limited to, Lessor's
performance of Lessee's obligations with respect to the Equipment. Lessee,
upon the request of Lessor, shall hire legal counsel to defend the
Indemnified Parties from such Claims, and pay the attorneys fees, legal
expenses and other costs incurred in connection therewith. In the
alternative, the Indemnified Parties shall be entitled to employ their own
legal counsel to defend such Claims at Lessee's cost.
19. FURTHER ASSURANCES. Lessee shall execute all additional documents and
take all additional actions as Lessor may deem necessary or advisable to
establish, maintain, protect or preserve Lessor's rights, title and interest
in the Equipment or otherwise carry out the intent and purposes of this Lease.
20. POWER OF ATTORNEY. Lessee hereby appoints Lessor as its attorney-in-fact
to: a) take any actions necessary to complete, or correct any mistake
contained in, this Lease or any related financing statements or other
documents including, but not limited to, completing the quantity, serial
numbers or other description of the Equipment, filling in any blank spaces,
inserting any missing dates or other information, or correcting any erroneous
words or phrases, b) endorse Lessee's name on all instruments and other
remittances payable to Lessee with respect to the Equipment or any Insurance
coverage therefor, and c) take any action or execute any document required to
be taken or executed by Lessee under this Agreement. Lessor's performance of
such actions or execution of such documents shall be taken or not taken in
its sole discretion and shall not relieve Lessee from any obligation or cure
any default under this Agreement. The powers of attorney described in this
paragraph are coupled with an interest and irrevocable.
21. LATE CHARGES AND INTEREST. Lessee shall pay Lessor a late charge at the
lower of 5% of the delinquent amounts or the highest rate permitted by law on
any amount payable to Lessor under this Lease that is not paid when due. In
addition, Lessee shall pay Lessor interest on any amounts payable to Lessor
that are more than thirty (30) days delinquent at the lower of 24% per annum
or the highest rate permitted by law.
22. REIMBURSEMENT OF AMOUNTS EXPENDED BY LESSOR. Upon demand, Lessee shall
reimburse Lessor for all amounts (including attorneys' fees, legal expenses
and court costs) expended by Lessor in the performance of any action required
to be taken by Lessee or the exercise of any right or remedy belonging to
Lessor under this Lease, together with interest thereon at the lower of 24%
per annum or the highest rate allowed by law from the date of payment until
the date of reimbursement.
23. SURVIVAL. All of the representations, warranties, indemnification and
hold harmless and other obligations described in this Lease shall survive the
expiration or cancellation of this Lease.
24. ASSIGNMENT. Lessee shall not be entitled to assign any of its rights,
remedies or obligations described in this Lease without the prior written
consent of Lessor which may be withheld by Lessor in its sole discretion.
Lessor shall be entitled to assign some or all of its rights and remedies
described in this Lease without notice to or the prior consent of Lessee in
any manner. Lessee hereby waives and shall not assert against such assignee
any claims, defenses, setoffs or counterclaims that Lessee possesses against
Lessor with respect to this Lease or otherwise. Lessor shall be entitled to
provide any regulatory agency or prospective or actual assignee, lender, or
participant with any information provided to or generated by Lessor in
connection with Lessee or this Lease.
25. MODIFICATION AND WAIVER. The modification or waiver of any of Lessee's
obligations or Lessor's rights under this Lease must be contained in a
writing signed by Lessor. Lessor may perform any of Lessee's obligations or
delay or fail to exercise any of its rights under this Lease without causing
a waiver of those obligations or rights. A waiver on one occasion shall not
constitute a waiver on any other occasion. Lessee's obligations under this
Lease shall not be affected if Lessor amends, compromises, exchanges, fails
to exercise, impairs or releases any of the obligations belonging to any
Lessee or third party or any of its rights against any Lessee, third party or
property. [ILLEGIBLE] INITIAL
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26. SUCCESSORS AND ASSIGNS. This Lease shall be binding upon and inure to the
benefit of Lessee and Lessor and their respective successors, assigns,
trustees, receivers, administrators, personal representatives, legatees, and
devises.
27. NOTICES. Any notice or other communication to be provided under this
Lease shall be in writing and shall be deemed given when sent via telecopy,
or overnight, certified, registered or regular mail to the parties at the
addresses described in this Lease or such other address as the parties may
designate in writing from time to time.
28. SEVERABILITY. If any provision of this Lease violates the law or is
unenforceable, the rest of the Agreement shall remain valid.
29. APPLICABLE LAW. This Lease shall be governed by the laws of the State of
Colorado. Lessee consents to the jurisdiction and the venue of and agrees
that Lessor may remove any existing litigation in any court located in the
City and County of Denver, State of Colorado, in the event of any legal
proceeding pertaining to the negotiation, execution or delivery of this Lease
or any related document, the payment and performance of any indebtedness,
liability or obligation or the enforcement of any right or remedy described
therein, or any claim, defense, setoff or counterclaim arising or asserted in
connection therewith.
30. COLLECTION COSTS. If Lessor hires an attorney to assist in collecting any
amount due or enforcing any right or remedy under this Lease, Lessee agrees
to pay Lessor's attorneys' fees, legal expenses and court costs (before trial,
at trial and on appeal).
31. MISCELLANEOUS. All references to Lessee in this Lease shall include all
persons signing below. If there is more than one Lessee, their obligations
shall be joint and several and their joint and/or several property shall be
included in the Equipment. This Lease and any related documents represent the
complete and integrated understanding between Lessee and Lessor pertaining to
the terms and conditions described herein. In the event that this Lease is
interpreted to constitute a security agreement by a court of competent
jurisdiction, Lessee shall be deemed to have granted Lessor a security
interest in the Equipment and the proceeds and products thereof to secure all
of Lessee's indebtedness and obligations to Lessor under the Lease as well as
any other present or future Lease.
32. WAIVER OF JURY TRIAL. LESSEE AND LESSOR EACH WAIVE ANY RIGHT TO TRIAL BY
JURY IN ANY ACTION OR PROCEEDING RELATING TO THE NEGOTIATION, EXECUTION OR
DELIVERY OF THIS LEASE OR ANY RELATED DOCUMENT, THE PAYMENT AND PERFORMANCE
OF ANY INDEBTEDNESS, LIABILITY OR OBLIGATION OR THE ENFORCEMENT OF ANY RIGHT
OR REMEDY DESCRIBED THEREIN, OR ANY CLAIM, DEFENSE, SETOFF OR COUNTERCLAIM
ARISING OR ASSERTED IN CONNECTION THEREWITH.
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<S> <C>
ACCEPTED IN COLORADO This agreement shall not be effective
LFC. INC. (LESSOR) until executed by the Lessee and accepted
by an authorized representative of Lessor at its
principal place of business.
Interactive Telesis, Inc.
BY: [ILLEGIBLE] BY: /s/ Donald Cameron, CEO 9-15-00
-------------------------------------- -------------------------------------------------
SIGNATURE/TITLE DATE
DATE: [9/27/00] 9/30/00 BY:
------------------------------------ -------------------------------------------------
(LEASE START DATE) SIGNATURE/TITLE DATE
</TABLE>
<PAGE>
EXHIBIT "A"
INTERACTIVE TELESIS, INC.
FEDERAL TAX ID #33-0649915
LEASE #28509-02
VENDOR: ANDERSON
AUDIO VISUAL EQUIPMENT CONSISTING OF:
1-84" MANUAL VIDEO SCREEN
1-TOSHIBA 1300 ANSI LUMENS
1-PROJECTOR POLE
1-PROJECTOR BRACKET
2-EXTRON LAPTOP COMPUTER INTERFACES
1-LAPTOP VGA SWITCH
2-LAPTOP BREAK OUT CABLES
1-CABLING
1-HARDWARE AND CONNECTORS
VENDOR: SEAL FURNITURE & SYSTEMS OF SAN DIEGO, INC.
6720 TOP GUN ST.
SAN DIEGO, CA 92121
OFFICE FURNITURE CONSISTING OF:
24-MULTI FUNCTION EXECUTIVE CHAIR W/ARMS
1-MULTI FUNCTION EXECUTIVE CHAIR W/OUT ARMS
3-30" DEEP X 72" WIDE PENINSULA TOP
3-24" DEEP X 48" WIDE BRIDGE
1-21" DEEP X 72" WIDE LEFT CREDENZA WITH LATERAL FILE
2-21" DEEP X 72" WIDE RIGHT CREDENZA WITH LATERAL FILE
3-72" WIDE HIGH BACK ORGANIZER
3-42" DIAMETER CONFERENCE TOP
3-4-PRONG BASE
20-20" DEEP X 36" WIDE CURVED CORNER UNIT
20-24" DEEP X 42" WIDE RIGHT RETURN
20-24" DEEP X 42" WIDE LEFT RETURN
20-SLIDE AWAY KEYBOARD TRAY
2-42" DIAMETER LAMINATE TABLE TOP WITH LAMINATED EDGE
2-METAL "X" BASE SUPPORT
8-FLORIN 4-LEG OUTDOOR CHAIR W/ARMS
2-40" DIAMETER PERFORATED METAL TABLE
2-ALL WEATHER UMBRELLA
2-CAST IRON UMBRELLA STAND
3-SUPPORT BASE
8-GERRY "EOG" WITH ARMS
20-GUEST SLED BASE CHAIR WITH LOOP ARMS
10-TRANSIT MULTI FUNCTION TASK CHAIR WITH ADJUSTABLE ARMS
26-AXIA CHAIR WITH ARMS LEATHER
3-SOLANA CLUB CHAIR WITH WOOD ARM CAPS LEATHER
1-SOLANA LOVE SEAT WITH WOOD ARM CAPS LEATHER
INITIAL D
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<PAGE>
PAGE 2
VENDOR: DELL MARKETING
ONE DELL WAY
ROUND ROCK, TX 78682
4-DELL POWEREDGE 2450 COMPUTER WITH 512MB RAM
2-9GB HARD DRIVE, EMBEDDED RAID 1.44MB DISK DRIVE, 18G HARD DRIVE ANI WINDOWS
2000
VENDOR: COASTAL SYSTEMS
1631 EAST 18TH STREET
SUITE 300
SANTA ANA, CA 92705
1-USER STATIONS
1-PARAGON CHASIS, 8X32 KVM CHASIS
32-COMPUTER INTERFACE MODULE
1-RACK MOUNT KIT
LESSOR: LFC, INC. LESSEE: INTERACTIVE TELESIS, INC.
BY: [ILLEGIBLE] BY: [ILLEGIBLE]
-------------------- --------------------
TITLE: President TITLE: CEO
----------------- -----------------
DATE: 9/30/00 DATE: 9-15-00
------------------ ------------------
<PAGE>
[LOGO]
LFC, INC. 6950 E. BELLEVIEW AVE., SUITE 320, ENGLEWOOD, CO 80111 (303) 694-9713
LEASE NUMBER 28509-02
LEASE SUPPLEMENT
LESSEE NAME: Interactive Telesis, Inc.
----------------------------------------
535 Encinitas Suite 116
----------------------------------------------------
Address
Encinitas San Diego CA 92024
----------------------------------------------------
City County State Zip
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Lessee hereby agrees that this instrument is a supplement to said lease which
is hereby incorporated therein by reference and acknowledges receipt of a copy
of said Supplement.
IN CONNECTION WITH THIS LEASE AGREEMENT COVERING THE EQUIPMENT DESCRIBED
ABOVE, LESSEE HAS THE OPTION TO PURCHASE THE EQUIPMENT AT THE END OF THE
LEASE TERM FOR ITS THEN FAIR MARKET VALUE. SAID PURCHASE OF THE EQUIPMENT IS
CONTINGENT UPON LESSEE HAVING COMPLIED WITH ALL OTHER TERMS AND CONDITIONS OF
THIS LEASE AGREEMENT.
This Lease Supplement shall not be binding upon the Lessor until accepted in
writing at the office of Lessor in Englewood, CO by an officer of the Lessor.
ACCEPTED AT ITS CORPORATE OFFICE ON LESSEE Interactive Telesis, Inc.
9/27/00 By: [ILLEGIBLE]
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LFC, INC. ITS CEO
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(TITLE)
BY [ILLEGIBLE] DATE 9-15-00
--------------------------------- ------------------------------
<PAGE>
[LOGO]
CONTINUING GUARANTY
LESSEE: INTERACTIVE TELESIS, INC. GUARANTOR: DONALD E. CAMERON
535 ENCINITAS --------------------
ENCINITAS, CA 92024
LESSOR: LFC, INC.
6950 E BELLEVIEW AVE., NO. 320
ENGLEWOOD, CO. 80111
1. CONSIDERATION. This Continuing Guaranty ("Guaranty") is executed and
delivered to Lessor to induce Lessor to lease certain equipment and provide
other financial accommodations to Lessee including, but not limited to, those
leasing arrangements described in Equipment Lease No 28509 between the Lessee
and Lessor dated as of 9/27,00 ("Equipment Lease").
2. GUARANTY. Guarantor hereby jointly and severally, absolutely and
unconditionally, guaranties the prompt and full payment and performance of
Lessee's present and future, joint and/or several, direct and indirect, absolute
and contingent, express and implied, indebtedness, liabilities, obligations and
covenants (collectively "Obligations") to Lessor of any kind including, but not
limited to, those described in the Equipment Lease and any amendments,
modifications, replacements or substitutions thereto. The foregoing guaranty
shall not be limited in any way.
3. ABSOLUTE AND CONTINUING NATURE OF GUARANTY. Guarantor's obligations under
this Guaranty are absolute and continuing and shall not be affected or impaired
if Lessor amends, compromises, exchanges, fails to exercise, impairs or releases
any of the obligations belonging to any Lessee, Guarantor or any third party or
any of Lessor's rights against any Lessee, Guarantor, third party, or any
property. In addition, Guarantor's obligations under this Guaranty shall not be
affected or impaired by the death, incompetency, termination, dissolution,
insolvency, business cessation, or other financial deterioration of any Lessee,
Guarantor, or any third party. To the greatest extent permitted by law,
Guarantor hereby waives its right to assert any defense belonging to Lessee.
4. DIRECT AND UNCONDITIONAL NATURE OF GUARANTY. Guarantor's obligations under
this Guaranty are direct and unconditional and may be enforced without requiring
Lessor to exercise, enforce, or exhaust any right or remedy against any Lessee,
Guarantor, third party, or property.
5. WAIVER OF NOTICE. Guarantor hereby waives notice of the acceptance of this
Guaranty; notice of present and future loans or other financial accommodations
by Lessor to any Lessee; notice of presentment for payment, demand, protest,
dishonor, default, and nonpayment pertaining to the Obligations and this
Guaranty; and all other notices and demands to the maximum extent permitted by
law.
6. INDEPENDENT INVESTIGATION. Guarantor's execution and delivery to Lessor of
this Guaranty is based solely upon Guarantor's independent investigation of
Lessee's financial condition and not upon any written or oral representation of
Lessor in any manner. Guarantor assumes full responsibility for obtaining any
additional information regarding Lessee's financial condition and Lessor shall
not be required to furnish Guarantor with any information regarding Lessee's
financial condition.
7. ACCEPTANCE OF RISKS. Guarantor acknowledges the absolute and continuing
nature of this Guaranty and voluntarily accepts the full range of risks
associated herewith including, but not limited to, the risk that Lessee's
financial condition may deteriorate or, if this Guaranty is unlimited, the risk
that Lessee may incur additional obligations to Lessor in the future.
8. WAIVER OF SUBROGATION. Guarantor hereby waives any and all rights of
subrogation, reimbursement, indemnity, exoneration, contribution or any other
claim which it may now or hereafter have against Lessee or any other person
directly or contingently liable for the Obligations guarantied hereunder or
against or with respect to Lessee's property (including, but not limited to, any
collateral securing the payment and performance of the Obligations) arising from
the existence or performance of this Guaranty.
9. APPLICATION OF PAYMENTS. Lessor shall be entitled to apply any payments or
other monies received from Lessee, any third party, or any property against the
Obligations in any order. Without limiting the foregoing, Lessor shall be
entitled to apply such payments or other monies to the Obligations not
guarantied by this Guaranty prior to the Obligations guarantied hereby.
10. ESSENCE OF TIME. Guarantor and Lessor agree that time is of the essence.
11. TERMINATION. This Guaranty shall remain in full force and effect until
Lessor executes and delivers to Guarantor a written release thereof.
Notwithstanding the foregoing, Guarantor shall be entitled to terminate any
guaranty of Lessee's future Obligations to Lessor upon any anniversary of this
Guaranty by providing Lessor with 60 or more days' prior written notice thereof.
Notice shall be deemed given when received by Lessor.
12. ASSIGNMENT. Guarantor shall not assign any of its rights or obligations
described in this Guaranty without Lessor's prior written consent which may be
withheld by Lessor in its sole discretion. Lessor shall be entitled to assign
some or all of its rights and remedies described in this Guaranty without notice
to or the prior consent of Guarantor in any manner. Guarantor hereby waives and
shall not assert against such assignee any claims, defenses, setoffs or
counterclaims that Guarantor possesses against Lessor under this Guaranty or
otherwise. Lessor shall be entitled to provide any regulatory agency or
prospective or actual assignee, lender, or participant with any information
provided to or generated by Lessor in connection with Guarantor or this
Guaranty.
13. MODIFICATION AND WAIVER. The modification or waiver of any of Guarantor's
obligations or Lessor's rights under this Guaranty must be contained in a
writing signed by Lessor. Lessor may delay in exercising or fail to exercise any
of its rights without causing a waiver of those rights. A waiver on one occasion
shall not constitute a waiver on any other occasion.
14. SUCCESSORS AND ASSIGNS. This Guaranty shall be binding upon and inure to
the benefit of Guarantor and Lessor and their respective successors, assigns,
trustees, receivers, administrators, personal representatives, legatees and
devisees.
15. NOTICES. Any notice or other communication to be provided under this
Guaranty shall be in writing and sent to the parties at the addresses described
in this Guaranty or such other addresses as the parties may designate in writing
from time to time.
16. SEVERABILITY. If any provision of this Guaranty violates the law or is
unenforceable, the rest of the Guaranty shall remain valid.
17. APPLICABLE LAW. This Guaranty shall be governed by the laws of the State of
Colorado. Guarantor consents to the jurisdiction and venue of any court located
in the City and County of Denver, State of Colorado, in the event of any legal
proceeding pertaining to negotiation, execution or delivery of this Guaranty or
any related document, the payment and performance of any indebtedness, liability
or obligation or the enforcement of any right or remedy described herein, or any
claim, defense, setoff or counterclaim arising or asserted in connection
therewith.
18. COLLECTION COSTS. Lessor shall be entitled to collect from Guarantor its
attorneys' fees, and other costs and expenses incurred before trial, at trial
and on appeal in the collection of this Guaranty or in any litigation pertaining
to the negotiation, execution, or delivery of this Guaranty or any related
document, the payment and performance of any indebtedness, liability or
obligation or the enforcement of any right or remedy described herein, or any
claim, defense, setoff or counterclaim arising or asserted in connection
therewith.
19. MISCELLANEOUS. This Guaranty is executed for commercial purposes. All
references to Guarantor in this Guaranty shall include all persons signing
below. If there is more than one Guarantor, their obligations shall be joint and
several. This Guaranty represents the complete and integrated understanding
between Guarantor and Lessor pertaining to the terms and conditions described
herein.
20. WAIVER OF JURY TRIAL. GUARANTOR AND LESSOR EACH WAIVE ANY RIGHT TO TRIAL BY
JURY IN ANY ACTION OR PROCEEDING RELATING TO THE NEGOTIATION, EXECUTION OR
DELIVERY OF THIS GUARANTY OR ANY RELATED DOCUMENT, THE PAYMENT AND PERFORMANCE
OF ANY INDEBTEDNESS, LIABILITY OR OBLIGATION OR THE ENFORCEMENT OF ANY RIGHT OR
REMEDY DESCRIBED THEREIN, OR ANY CLAIM, DEFENSE, SETOFF OR COUNTERCLAIM ARISING
OR ASSERTED IN CONNECTION THEREWITH.
Dated as of this 15 day of Sept, 2000
GUARANTOR: DONALD E. CAMERON GUARANTOR:
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By: /s/ Donald E. Cameron By:
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