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EXHIBIT 10.47
EQUIPMENT SCHEDULE
LEASE NO. TI0900
EQUIPMENT SCHEDULE NO. 2
SCHEDULE DATE:
To Master Lease Agreement dated__________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: $154,271.01
3. Equipment Location: 12636 High Bluff 2nd Floor, San diego, CA 92130
4. Acceptance Date:______________________
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
$5,374.80, (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 6.14 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 6.14, 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. 2 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 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.
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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 other than
Counterpart No.1.
LESSOR: Amembal Capital Corporation LESSEE: Interactive Telesis Inc.
BY: BY: Donald E. Cameron
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(signature) (signature)
TITLE: TITLE: CEO
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EXHIBIT A
Lease No. TI0900
Schedule No. 2
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>
52 CPQ 9GB Plug Ultras 1" 10K
26 CPQ 256MB REG SDRAM DIMM 133 MHZ
26 CPQ Proliand DL360 7/800 128MB
</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:
