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EXHIBIT 10-48
EQUIPMENT SCHEDULE
LEASE NO. TI0900
EQUIPMENT SCHEDULE NO. 3
SCHEDULE DATE: September 29, 2000
To Master Lease Agreement dated September 4, 2000 between Amembal Capital
Corporation as Lessor, and Interactive Telesis Inc. as Lessee.
1. Equipment:
All Equipment described on Exhibit A attached
hereto together with all parts, accessories,
attachments, substitutions, repairs, improvements
and replacements and any and all proceeds thereof,
including without limitation, insurance proceeds.
2. Equipment Cost: $143,134.25
3. Equipment Location: 12636 High Bluff Drive, 2nd Floor, San Diego, CA 92130
4. Acceptance Date: 10/5/00
5. Commencement Date: The Commencement Date shall be as defined in Paragraph
2b of the Master Lease Agreement.
6. Initial Period: 36 months from Commencement Date.
7. Monthly Rental: Lessee shall pay Monthly Rental in the sum of $4,986.80,
(plus applicable sales/use tax, if any) payable first and last in advance,
to the Lessor. Lessee shall pay interim rent based on a pro-rata portion
of the Monthly Rental, calculated a 30-day basis for the period between the
Acceptance Date and the Commencement Date. Effective as of the Commencement
Date (or as of the Assignment Date, if earlier), the Monthly Rental shall be
increased proportionately to any increase occurring between the Schedule Date
and the Commencement Date in the yields of the three (3) year U.S. Treasury
Notes, at a rate of 6.00 as quoted in the editions of the Wall Street
Journal published on the Schedule Date and the Commencement Date,
respectively (if more than one yield is quoted, the highest quote shall be
used). As of the Commencement Date, the Monthly Rental shall be fixed for
the Initial Lease Term and any extension; provided, however, that if the
Assignment Date occurs after the Commencement Date, then effective as of
the Assignment Date, the Monthly Rental shall again be increased
proportionately to any increase occurring between the Commencement Date an
the Assignment Date in the yields of the three (3) year U.S. Treasury
Notes, at a rate of 6.00, as quoted in the editions of the Wall Street
Journal published on the Commencement Date and the Assignment Date,
respectively (if more than one yield is quoted, the highest quote shall be
used). As soon as practicable after the effective date of each adjustment
made in accordance with this paragraph, Lessor shall provide Lessee with
written notice of the increase: Lessor's calculations shall be conclusive
absent manifest error.
8. Representation of Lessee: Lessor and Lessee agree that this Equipment
Schedule constitutes a "true lease" under the Utah Uniform Commercial
Code - Leases, in that (a) Lessee has selected the Equipment in its sole
discretion, (b) Lessor has acquired the Equipment solely for purposes of
leasing such Equipment under this Equipment Schedule, and/or (c) Lessee has
received a copy of the contract evidencing Lessor's purchase of the
Equipment.
9. Master Lease: This Equipment Schedule No. 3 is issued pursuant to the Master
Lease Agreement identified herein. All of the terms and conditions of the
Master Lease Agreement are hereby incorporated herein and made a part
hereof as if such terms and conditions were set forth herein. By their
execution and delivery of this
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Equipment Schedule, the parties hereby reaffirm all of the terms and
conditions of the Master Lease Agreement, except to the extent, if any,
modified. hereby.
This is Counterpart No. 1 of 1 serially numbered, manually executed
counterparts. To the extent that this document constitutes chattel paper
under the Uniform Commercial Code, no security interest is this document may
be created through the transfer and possession of any Counterpart No. 1.
LESSOR: Amembal Capital Corporation LESSEE: Interactive Telesis Inc.
BY: BY: /s/ Donald Cameron
-------------------------------- --------------------------------
(signature) (signature)
TITLE: TITLE: CEO
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EXHIBIT A
LEASE NO. TI0900
SCHEDULE NO. 3
EQUIPMENT LOCATION: 12636 HIGH BLUFF DRIVE 2ND FLOOR
SAN DIEGO, CA 92130
EQUIPMENT DESCRIPTION: All Equipment described herein together with all
parts, accessories, attachments, substitutions,
repairs, improvements and replacements and any and all
proceeds thereof, including without limitation,
insurance proceeds.
<TABLE>
<CAPTION>
Quantity Description Serial Number
-------- --------------- -------------
<S> <C> <C>
16 Antares 3000x60
20 D/240PCI TI
</TABLE>
Lessee hereby authorizes Lessor to amend the documents and any applicable
Uniform Commercial Code Financing Statement to include serial numbers for the
Equipment as they become available.
INITIALS: D
Lessor:
Lessee:
