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Exhibit 10.7
Equipment Lease Agreement (Page 1of 2)
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Agreement Number Federal Tax ID#
12975AMOO 33-0668917
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Lessee Information
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FULL LEGAL NAME OF CUSTOMER STREET ADDRESS
VILLAGEFAX.COM 14471 CHAMBERS ROAD, SUITE 105___
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CITY STATE ZIP PHONE
TUSTIN CA 92780 714-734-1030______
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BILLING NAME (IF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS
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CITY STATE ZIP PHONE
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COUNTY EQUIPMENT LOCATION (IF DIFFERENT FROM ABOVE)
SAME
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Vendor Information
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NAME OF SUPPLIER STREET ADDRESS
NETWORK SYSTEMS INTEGRATION 2245 FIRST STREET, SUITE 202
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CITY STATE ZIP PHONE
SIMI VALLEY CA 93065 805-579-1030
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QUANTITY ITEM DESCRIPTION MODEL NO. SERIAL NO.
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SEE SCHEDULE "A" ATTACHED HERETO AND MADE A
PART HEREOF
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RENTAL TERMS RENTAL PAYMENT AMOUNT ADVANCE PAYMENTS SECURITYDEPOSIT
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Term in Months
36 36 Payments of $1703.00 2 Payments of $1703.00 $0.00 Rec'd
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Rent Commencement FB Includes(applicable 1/st/. & last 1
Date: taxes) Rental Payment
Period is Monthly Unless
Otherwise Indicated
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This Document was written in "Plain English". The words YOU and YOUR refer to
the Lessee. The words WE, US and OUR refer to the Lessor. Every attempt has been
made to eliminate confusing language and create a simple, easy-to-read document.
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THIS IS A NON CANCELABLE/IRREVOCABLE LEASE. THIS LEASE CANNOT BE CANCELLED OR
TERMINATED.
TERMS AND CONDITIONS(THIS LEASE AGREEMENT CONTAINS PROVISIONS SET FORTH ON THE
REVERSE SIDE ALL OF WHICH ARE MADE PART OF THIS LEASE AGREEMENT)
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1. LEASE AG RE EM ENT: You agree to rent from us personal property described
under "ITEM DESCRIPTION" and as modified by supplements to this Master
Agreement from time to time signed by you and us (such property and any
upgrades, replacements, repairs and additions referred to as "Equipment').
(continued on back)
LESSOR ACCEPTANCE LESSOR ACCEPTANCE
DATED: 5/17/00 DATED: 5/17/00
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LESSOR: DIMENSION FUNDING CUSTOMER: VILLAGEFAX.COM.
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SIGNATURE: x SIGNATURE: x
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TITLE: VICE PRESIDENT TITLE: CHIEF FINANCIAL OFFICER
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CONTINUING GUARANTY
THIS CONTINUING GUARANTY CREATES SPECIFIC LEGAL OBLIGATIONS. When we use the
words you and your in this Continuing Guaranty, we mean the Guarantor(s)
indicated below. When we use the words, we, us and our in this Continuing
Guaranty, we mean the Lessor indicated in the lease agreement identified above
("Lease")
In consideration of our entering into the Lease, you unconditionally and
irrevocably guarantee to us, our successors and assigns the prompt payment and
performance of all obligations ("Guaranteed Obligations') under the Lease and
any and all other lease agreements between us and the Lessee identified in the
Lease above. You agree that this is a guaranty of payment and not of collection,
and that we can proceed directly against you without first proceeding against
the Lessee or against the equipment covered by the Lease or any other
collateral. You waive all defenses and notices, including those of protest,
presentment and demand. You agree that we can renew, extend or otherwise modify
the terms of the Lease and you will be bound by such changes. If the Lessee
defaults under any lease agreement with us, you will immediately perform all of
the Guaranteed Obligations, including, but not limited to, paying all amounts
due under the Lease. You will pay to us all expenses (including reasonable
attorneys' fees) incurred by us in enforcing our rights against you or the
lessee. This is a continuing guaranty that shall not be revoked or terminated by
you so long as any amount is owed to us under any lease agreement and, If you
are an individual, will not be discharged or affected by your death and will
bind your heirs and personal representatives. You waive any night to seek
repayment from the Lessee in the event you must pay us. If more than one
guarantor has signed this Continuing Guaranty, each of you agree that your
liability is joint and several. You authorize us or any of our affiliates to
obtain credit bureau reports regarding your personal credit and make other
credit inquires that we determine are necessary on an ongoing basis so long as
the Guaranteed Obligations are outstanding.
THIS CONTINUING GUARANTY IS GOVEREND BY THE JURISDICTION OF THE COURT SET OUT IN
PARAGRAPH 15.
X .
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Signature Print Name of Guarantor / Home Telephone Number Date
X .
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Signature Print Name of Guarantor / Home Telephone Number Date
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1. You agree to all of the terms and conditions contained in this Agreement and
any supplement, which together are a complete statement of our Agreement
("Agreement"). This Agreement may be modified by written agreement and not by
course of performance. The term of this Agreement will begin on the date we
accept this lease (rent commencement date) and will continue from the first day
of each rental payment period shown beginning after the first rental payment
period. The term will be extended automatically for a successive 12month term
unless you send us written notice you do not want it renewed at least thirty
(30) days before the end of any term. If any provision of this Agreement is
declared unenforceable in any jurisdiction, the other provisions herein shall
remain 'in full force and effect in that jurisdiction and all others.
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2. RENT: Rent will be payable in installments, each in the amount of the basic
lease payment shown plus any applicable sales tax/use tax. You will pay the
security deposit on the date you sign this Agreement. Subsequent installments
will be payable on the first day of each rental payment period shown beginning
after the first rental payment period. We will have the right to apply all sums
received from you, to any amounts due and owed to us under the terms of this
Agreement. In the event this Agreement is not fully completed, the security
deposit will be retained by us to compensate us for our documentation,
processing and other expenses. You hereby agree to pay to us interim rent to the
extent you acquire possession of the equipment prior to the commencement date
under the Agreement or to the extent you request and we consent to change the
billing date under the Agreement. The amount due shall be calculated by
dividing the monthly payment by thirty (30) days and then multiplying said
number by the total number of days the Equipment was delivered early or the
total number of days changed in the billing date. This amount shall constitute
interim rent and shall be payable on the first monthly statement thereafter.
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3. COMPUTER SOFTWARE: Notwithstanding any other terms and conditions of the
Agreement you agree that as to software only: a) We have not had, do not have,
nor will have any title to such software, b) You have executed or will execute a
separate software license agreement and we are not a party to and have no
responsibilities whatsoever in regards to such license agreement, c) You have
selected such software and as per Agreement paragraph 5. WE MAKE NO WARRANTIES
OF MERCHANTABILITY FOR FITNESS OR USE AND TAKE ABSOLUTELY NO RESPONSIBILITY FOR
THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE.
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4. OWNERSHIP OF EQUIPMENT : We are the owner of the Equipment and have sole
title to the Equipment (excluding software).
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5.WARRANTIES: I LESSEE AGREES AND ACKNOWLEDGES THAT IT IS THE INTENT OF BOTH
PARTIES TO THIS LEASE TO QUALIFY AS A STATUTORY FINANCE LEASE UNDER ARTICLE 2A
OF THE UNIFORM COMMERCIAL CODE. WE ARE LEASING THE EQUIPMENT TO YOU "AS IS". YOU
ACKNOWLEDGE THAT WE DID NOT MANUFACTURE THE EQUIPMENT, WE DO NOT REPRESENT THE
MANUFACTURER OR THE SUPPLIER, AND YOU HAVE SELECTED THE EQUIPMENT AND SUPPLIER
BASED UPON YOUR OWN JUDGEMENT. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
OTHERWISE. YOU AGREE THAT REGARDLESS OF CAUSE, WE ARE NOT RESPONSIBLE FOR AND
YOU AGREE NOT TO MAKE ANY CLAIM AGAINST US FOR ANY DAMAGES, WHEATHER
CONSEQUENTIAL, DIRECT, SPECIAL OR INDIRECT. YOU AGREE THAI NEITHER THE SUPPLIER,
MANUFACTURER NOR SALESPERSON, EMPLOYEE OR AGENT OF THEM IS OUR AGENT OR HAS THE
AUTHORITY TO SPEAK FOR US OR BIND US IN ANY WAY OR MANNER. WE TRANSFER ANY
WARRANTIES MADE BY THE MANUFACTURER OR SUPPLIER TO YOU UNDER THE LEASE.
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6. LOCATION OF EQUIPMENT: You will keep and use the Equipment only at your
address shown above and you agree not to move it unless we agree to it. At the
end of the Agreement's term, you will return the Equipment to a location we
specify at your expense, in retail re-saleable condition, full working order,
and in complete repair.
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7. LOSS OR DAMAGE: You are responsible for the risk of loss or destruction of or
damage to the Equipment. No such loss or damage relieves you from the payment
obligations under this Agreement. You will use the Equipment with due care and
for the purpose for which it is 'intended. You will maintain the Equipment in
good repair, condition and working order, and will furnished at your expense,
all parts and services needed. All furnished parts will immediately become our
property and part of the Equipment of this Agreement. You agree to promptly
notify us in writing of any loss or damage and you will pay to us the present
value of the total of all unpaid lease payments for the full lease term plus the
estimated fair market value of the
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Equipment at the and of the originally scheduled term, all discounted at four
percent (4%) net present value. Any proceeds of insurance will be paid to us and
applied, at our option, against any loss or damage.
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8. COLLATERAL PROTECTION AND INSURANCE RANCE: You agree to keep the Equipment
fully insured against loss with us as loss payee in an amount not less than
replacement cost until this Agreement is terminated. You also agree to obtain a
general public liability insurance policy from anyone who is acceptable to us
and to include us as an insured on the policy. You agree to provide us
certificates or other evidence of insurance acceptable to us, before this
Agreement begins or, we will enroll you in our property damage insurance program
and bill you a property damage surcharge as a result of our increased
administrative costs. As long as you remain current in the event of a covered
loss, the replacement value of the equipment will be applied against any loss or
damage as per paragraph 7. NOTHING IN THIS PARAGRAPH WILL RELIEVE YOU OF YOUR
RESPONSIBILITY FOR LIABILITY INSURANCE COVERAGE ON THIS EQUIPMENT.
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9. INDEMNITY: We are not responsible for any loss or injuries caused by the
installation or use of the Equipment. You agree to hold us harmless and
reimburse us for loss and to defend us against any claim for losses or injury
caused by the Equipment.
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10. TAXES AND FEES: You agree to pay when due all taxes (including personal
property tax, fines and penalties) relating to this Agreement or the Equipment.
If we pay any of the above for you, you agree to reimburse us and to pay us a
charge for our handling or collecting of any taxes on your behalf. You also
agree to pay us any filing fees prescribed by the Uniform form Commercial Code
or other law or, at our option, a non-filing protection fee. You further agree
to pay us $100.00 on the date the first lease payment is due to cover the
expense of originating the Agreement.
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11. A ASSIGNMENT SIGN YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN OR SUBLEASE
THE EQUIPMENT OR THIS AGREEMENT. We may sell, assign, or transfer this
Agreement. You agree that if we sell, assign, or transfer this Agreement the new
owner will have the same rights and benefits that we have now and will not have
to perform any of our obligations. You agree that the rights of the new owner
will not be subject to any claims, defenses, or set offs that you may have
against us.
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.12. DEDEFAULT AND REM EDIES: if you do not pay any lease payment or other sum
due to us or other party when due or if you break any of your promises in this
Agreement or any other Agreement(s) with us, you will be in default. If any part
of a payment is late, you agree to pay a late charge of 15% of the payment which
is late or $ 15.00, whichever is greater, or if less, the maximum charge allowed
by law. In the event it becomes necessary for us to engage in collection efforts
to collect any lease rental payment which is not timely made, you will be
assessed a charge of $15.00 for each collection call made. If you are ever in
default, we may retain your security deposit and at our option, we can terminate
or cancel this Agreement and require Lire. that you pay the remaining balance of
this Agreement including any purchase option (discounted at 4% net present
value) or pay the remaining balance of this agreement and return the equipment
to us. We may recover interest on the unpaid balance at the rate of 18% per
annum or the highest rate permitted by applicable law. We may also use any of
the remedies available to us under Article 2A of he Uniform Commercial Code, as
enacted in the State of Iowa or any other law. If we refer this Agreement to an
attorney for collection, you agree to pay our reasonable attorneys' fees and
actual court costs. If we have to take possession of the Equipment you agree to
pay the cost of repossession YOU AGREE THAT WE WILL NOT BE RESPONSIBLE TO PAY
YOU ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR ANY DEFAULT BY US UNDER THIS
AGREEMENT. You agree that any delay or failure to enforce our rights under this
Agreement does not prevent us from enforcing any rights at a later time. You
shall pay all attorneys' fees, court costs and other legal expenses incurred by
us in the enforcement of our rights under this Lease Agreement regardless of
whether legal proceedings are, in fact instituted. It is agreed that attorneys '
fees shall be the greater of (a) twenty-five percent (25%) of the total amount
determined to be due, or (b) such actual attorneys' fees as are reasonable.
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13. UCC FILINGS AND FINANCIAL STATEMENTS: You authorize us to record a UCC-1
financing statement or similar instrument and appoint us your attorney-in-fact
to execute and deliver such instrument, in order to show our interest in the
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Equipment. It is further agreed that your rights and remedies are governed
exclusively by this Agreement and you waive any and all other rights and
remedies.
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.14.SECURITY DEPOSIT: The security deposit is to secure your performance under
us Agreement. Any security deposit made may be applied by us to satisfy any
amount owed by you, in which event you will promptly restore the security
deposit to its full amount as set forth above. If all conditions herein are
fully complied with and provided you have not ever been in default of this
Agreement per paragraph 12, the security deposit will be refunded to you after
the return of the Equipment in accordance with paragraph 6.
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15. CONSENT TO LAW, JURISDICTION VENUE, AND JURY WAIVER: The subject Agreement
shall be deemed fully executed and performed in the state of Lessor or its
Assignee's principal place of business and shall be governed by and construed in
accordance with the law thereof Lessee understands that this Agreement may be
assigned to another entity whose principal place of business may be in another
state than Lessor. If the Lessor or its Assignee shall bring any Judicial
proceeding in relation to any matter arising under the Agreement and/or this
guaranty, the undersigned hereby irrevocably agrees that any such matter may be
adjudged or determined in any court or courts in the state of the Lessor's or
its Assignee's principal place of business, or any U.S. Federal Court sitting in
the state of the Lessor's or its Assignee's principal place of business, or in
any court or courts in Lessee's state of residence, or in any other court having
jurisdiction over the Lessee or assets of the Lessee, all at the sole election
of the Lessor. The undersigned hereby waives trial by jury in any action,
proceeding or litigation between Lessor, Lessee, and undersigned. The
undersigned hereby irrevocably submits generally and unconditionally to the
jurisdiction of any such court so elected by Lessor or its Assignee 'in relation
to such matters.
Lessee Initials: FB
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Printed name: FRED BARNES
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