<PAGE>
<TABLE>
Exhibit 3.9
----------------------------
Lease Agreement [LOGO OF INTEGRA LEASING] CONTRACT NUMBER:
795166
========================= ----------------------------
<S> <C> <C>
------------------------------------------------------------------------------------------------------------------------------------
CUSTOMER
NAME T.E.N. Private Cable Systems Inc.
------------------------------------------------------------------------------------------------------------------------------------
BILLING P.O. Box Suite/Floor
ADDRESS
----------------------------------------------------------------------------------------------------------------
Street
800 - 1006 Beach Avenue
----------------------------------------------------------------------------------------------------------------
City/Province Postal Code
Vancouver, BC V6E 1T7
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
CUSTOMER Person to contact Telephone Number Fax Number
CONTACT Bill Massey (604) 602-1280 (604) 602-1290
------------------------------------------------------------------------------------------------------------------------------------
BANK Name of Bank or Financial Institution
INFORMATION Canadian Imperial Bank of Commerce
----------------------------------------------------------------------------------------------------------------
Branch Location Account Number
Granville & Dunsmuir 89 15210 CK
------------------------------------------------------------------------------------------------------------------------------------
VENDOR Name Sales Rep
NOVA Systems Jim
----------------------------------------------------------------------------------------------------------------
Address Territory
Suite 202 - 5018 Bristol Industrial Way, Buford, GA 30518
------------------------------------------------------------------------------------------------------------------------------------
EQUIPMENT Quantity Description (Make, Model, Serial Number and Description)
DESCRIPTION
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
1 Nova Systems Video on Call System c/w 8 modulators and 129 set top converters
30 video players S/N's
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
RENTAL TERM PAYMENT FREQUENCY NUMBER OF PAYMENTS RENTAL AMOUNT
----------------------------------------------------------------------------------------------------------------
DETAILS [X] Monthly
60 [_] Quarterly 60 $ 764.72
----------- ----------- -------------------------
months [_] Annually plus applicable taxes
------------------------------------------------------------------------------------------------------------------------------------
BILLING If above Rental Amount is less than $150.00, Customer hereby acknowledges that a $5.00 surcharge will be added
SURCHARGE to each Rental to cover Lessor's billing and handling expenses. Customer may avoid this billing surcharge by
completing the "Pre-Authorized Payment Plan" section below.
------------------------------------------------------------------------------------------------------------------------------------
PRE- Lessor is hereby authorized to periodically draw payment under its Pre-Authorized Payment Plan from the bank
AUTHORIZED account specified in the "Bank Information" section above and/or as outlined on the attached sample cheque
PAYMENT (the "Specified Account") to cover the Rental and other amounts due under this Agreement.
PLAN
Authorized Cheque Signer(s) X /s/ BILL MASSEY Title CEO
------------------------------------ ---------------------------------
PLEASE ATTACH AN UNSIGNED SAMPLE CHEQUE
------------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
CUSTOMER ACKNOWLEDGES HAVING READ THE TERMS AND CONDITIONS OF THIS AGREEMENT WHICH ARE SET FORTH ON THIS PAGE AND
ON THE REVERSE SIDE
--------------------------------------------------------------------------------------------------------------------------------
LESSOR HEREBY SELLS, ASSIGNS AND TRANSFERS THIS AGREEMENT TO THE ASSIGNEE NAMED BELOW AND CUSTOMER HEREBY CONSENTS TO SUCH
ASSIGNMENT. CUSTOMER AGREES TO REMIT ALL RENTALS AND OTHER AMOUNTS OWING UNDER THIS AGREEMENT TO THE ASSIGNEE UPON RECEIPT OF
INVOICE, WHICH RECEIPT SHALL CONSTITUTE NOTICE TO THE CUSTOMER OF SUCH ASSIGNMENT.
------------------------------------------------------------ CUSTOMER T.E.N. Private Cable Systems Inc.
EXECUTED AS LESSOR AND AS ASSIGNOR (Legal Name)____________________________________________________
RESPECTIVELY UNDER THE ABOVE AGREEMENT
AND THE ABOVE ASSIGNMENT.
________________________________________________________________
The undersigned affirms that he/she is duly authorized to
execute this Agreement.
INTEGRA LEASING CORPORATION
BY: /s/ [ILLEGIBLE] BY: Bill Massey TITLE CEO
------------------------------------------------- ----------------------------- ---------------------
Authorized Signature Authorized Signature
ASSIGNED TO: NEWCOVRT FINANCIAL BY: X TITLE
---------------------------------------- ----------------------------- ---------------------
("Assignee") Authorized Signature
------------------------------------------------------------
VL569 11/98
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
TERMS AND CONDITIONS
Lessor hereby rents to Customer and Customer rents from Lessor the personal
property listed and described on the reverse side herewith ("Equipment") under
the terms and conditions set forth herein. Customer warrants that the Equipment
is being rented and will be used for business and commercial purposes only. This
Contract ("Agreement") shall not become binding on Lessor until accepted in
writing by Lessor as evidenced by the signature of a duly authorized
representative of Lessor in the space provided on the reverse side.
1. NON-CANCELLABLE CONTRACT. This Agreement cannot be terminated during the term
set forth on the reverse side ("Term") except as expressly provided herein.
2. RENTAL. Customer shall pay to Lessor on the first day of each payment period
of the Term the Rental Amount set forth on the reverse side ("Rental")
commencing in the month during which the Equipment is delivered to Customer and
continuing for the Term. If the Rental includes a cost of service or
maintenance, Customer acknowledges that such inclusion is for Customer's
convenience and Customer will not assert against Lessor any claim by way of
abatement, defence, setoff, compensation, counterclaim or the like which
Customer might have under any service or maintenance agreement.
3. LOCATION AND USE. The Equipment shall be located and used at the place
designated herein and shall not be moved without the prior written consent of
Lessor. Customer shall at its own cost and expense keep the Equipment in good
repair, condition and working order and furnish all parts and servicing required
therefore. Customer shall cause the Equipment to be operated carefully in
compliance with manufacturer's recommendations and applicable laws and
regulations, by competent and duly personnel only.
4. REPRESENTATIONS AND WARRANTIES. Customer acknowledges that the vendor and/or
manufacturer of the Equipment and the Equipment and its specifications have been
selected by Customer for the purpose of the rental thereof to Customer under
this Agreement. Except as hereafter set forth, no representation or warranty,
express or implied, legal, statutory, customary or otherwise is given or made in
respect to the Equipment, including but without limitation the merchantability,
condition, design, operation or fitness for purpose of use thereof or its
freedom from liens and encumbrances. If the Equipment is not properly installed,
does not operate as intended by Customer or as represented by the manufacturer
or vendor, totally fails to function or perform so as to give rise to a
fundamental breach or alleged fundamental breach with respect to the Equipment,
or is unacceptable for any other reason whatsoever, Customer shall claim only
against such vendor or manufacturer under such warranties made available to
Customer and shall nevertheless unconditionally pay Lessor all Rental and other
amounts payable hereunder. In no event shall Lessor be liable to Customer for
damages, whether direct, indirect, special, consequential or otherwise,
resulting from or in any way connected with the use or performance of the
Equipment and Customer hereby indemnifies Lessor against any such damages Lessor
hereby assigns to Customer and Customer hereby accepts for and during the
applicable Term, the warranties, if any and if assignable, of the vendor and/or
manufacturer with respect to the Equipment. If required, Customer shall obtain
vendor's and/or manufacturer's consent to any such assignment.
5. SOFTWARE LICENSE. Lessor hereby grants to Customer and Customer accepts a
non-transferrable and non-exclusive license to use or the Equipment any software
products provided therewith ("Software"). Customer may not alter or modify
Software and will not copy, disclose or otherwise make available the Software in
whole or in part to any person without the prior written approval of Lessor.
6. ASSIGNMENT BY LESSOR. Lessor may at any time without notice to or the
consent of Customer assign all or part of its interest in this Agreement. In the
event of such assignment, the assignee ("Assignee") shall be entitled to enforce
the rights so assigned and to provide any notice, correspondence or demand
hereunder in its own name in place or Lessor and Customer hereby accepts all
such rights. The sale, assignment and transfer of this Agreement includes all
rentals and other moneys payable hereunder, including insurance proceeds. Lessor
hereby represents and warrants to Assignee that the Agreement herein referred to
is genuine, the only document executed with respect to the Equipment and that
all statements contained herein are true and correct.
7. PRE-AUTHORIZED PAYMENT PLAN. If Customer has completed the pre-authorized
payment section on the reverse side, Customer warrants that all persons whose
signatures are required to sign on the Specified Account have signed the
authorization. Customer acknowledges that delivery of the authorization to
Lessor constitutes delivery by Customer to the branch of the financial
institution at which the Specified Account is maintained and that such financial
institution is not required to verify that the payments are drawn in accordance
with the authorization. Customer agrees that termination of this authorization
does not cancel or reduce its obligations under this Agreement. Customer will
notify Lessor, in writing, of any changes in the account information or
termination of the authorization prior to the next due date of the
pre-authorized debit. Items charged under any of the following conditions will
be reimbursed by the financial institution where the Specified Account is held,
subject to Customer providing the financial institution with a written
declaration within ten (10) days of the posting of the debit: (a) the pre-
authorized debit was not drawn in accordance with the authorization; (b)
Customer's authorization was revoked.
8. CONTINUING AGREEMENT. Provided Customer is not in default hereunder, this
Agreement will be automatically renewed on a month-to-month basis upon the
expiration of the Term ("Renewal Period") upon and subject to the terms and
conditions set forth herein including the periodic Rental unless either Lessor
or Customer has notified the other in writing within thirty (30) days prior to
the expiration of the Term to the effect that the Renewal Period will not be
entered into. During the Renewal Period, either party may cancel this Agreement
by providing thirty (30) days' written notice to the other party.
9. RETURN OF EQUIPMENT. In the event either party elects not to proceed into
the Renewal Period or being in the Renewal Period elects to cancel this
Agreement, Customer shall, at its own risk and expense, immediately return the
Equipment to Lessor, or its designated agent, in the same condition as when
delivered, ordinary wear and tear excepted, at such location as Lessor shall
designate.
10. LAWS AND TAXES. Customer shall comply with all governmental laws,
regulations and orders relating to this Agreement, the Equipment and its use and
agrees to pay when due all license fees, assessments and all taxes, including
but not limited to sales, goods and services, property, excise, and other taxes
now or hereafter imposed by any federal, provincial, municipal or other taxing
authority upon this Agreement or any Equipment, or the purchase, ownership,
delivery, renting, possession, use, operation and return thereof (but excluding
income and capital taxes of Lessor). Any fees, taxes or other lawful charges
paid by Lessor upon failure of Customer to make such payments shall at Lessor's
option become immediately due from Customer to Lessor.
11. EQUIPMENT RISK AND INSURANCE.
(a) Risk. The Equipment shall be at the risk of Customer.
(b) Liability Insurance. When required by Lessor, Customer shall obtain and
maintain for the entire Term and any Renewal Period of this Agreement, at its
own expense, insurance against liability arising from damage to property of
others and bodily injury or personal injury ("Liability Insurance") in such
amounts, in such form and with such insurers as shall be satisfactory to Lessor.
Lessor shall be named as an additional insured in such Liability Insurance
policy.
(c) Property Insurance. Customer shall obtain and maintain for the entire Term
and any Renewal Period of this Agreement, at its own expense, property insurance
against loss, theft, damage or destruction of the Equipment ("Property
Insurance") in such form and with such insurers as shall be satisfactory to
Lessor and in an amount not less than the full replacement value of the
Equipment or the then relevant Financial Obligation as set forth in the section
entitled Default, whichever is greater, naming Lessor as the sole loss payee. A
certificate of insurance or other evidence satisfactory to Lessor shall be
delivered to Lessor or its designee within thirty (30) days of this Agreement.
Customer agrees that if it does not provide Lessor with satisfactory evidence of
Property Insurance within the required time period, then Lessor shall have the
right, but not the obligation, to have its own Property Insurance placed on the
Equipment at Customer's expense. Customer's expense shall include the full
premium paid by Lessor and any charges or fees of Lessor or its designee
associated with Lessor placing its own insurance on the Equipment. Customer
agrees that the Rental shall be increased to cover such expense during the
period such Property Insurance is in effect.
(d) Discontinuance of Property Insurance. Lessor may, at it sole discretion, at
any time discontinue the provision of its own Property Insurance coverage by
providing Customer with thirty (30) days written notice of such discontinuation,
in which event Customer's insurance obligations to provide Property Insurance,
at its own expense, shall apply.
(e) Payment upon loss or damage. In the event that any item of the Equipment
shall become lost or stolen, destroyed or damaged beyond repair for any reason,
or in the event of any condemnation, confiscation, theft or seizure or
expropriation of such item, Customer shall promptly notify Lessor and pay to
Lessor with respect to such item or items an amount equal to Customer's then
relevant Financial Obligation.
12. ASSIGNMENT BY CUSTOMER. Customer agrees not to sell, assign, sublet, pledge,
hypothecate or otherwise encumber or suffer a lien upon or against an interest
in this Agreement or the Equipment without the prior written consent of Lessor.
In the event of an assignment, Customer agrees to pay an assignment fee to
Lessor of $100.00 or Lessor's actual costs, whichever is greater.
13. TITLE. Customer shall have no right, title or interest in the Equipment
other than, conditional upon Customer's compliance with and fulfilment of the
terms and conditions of this Agreement, the right to maintain possession and use
of the Equipment for the full Term and any Renewal Period. Lessor may require
plates or markings to be affixed to or placed on the Equipment indicating
Lessor/Assignee is the owner. Lessor and Customer hereby confirm their intent
that the Equipment shall always remain and be deemed personal or movable
property, even though said Equipment may hereinafter become attached or affixed
to realty.
14. CONTRACT REPLACEMENT. If Customer has a rental or lease contract that is
being terminated and replaced by this Agreement, Customer hereby acknowledges
and consents that the remaining balance of payments and other amounts owning
under any such replaced contract have been prorated and included in the Rental
payable under this Agreement.
15. DEFAULT. The occurrence or happening of any one or more of the following
events shall constitute an event of default: (i) failure by Customer to pay any
Rental or other amounts payable hereunder within five (5) days of the due date
thereof; (ii) failure by Customer to perform or observe any covenant, condition
or agreement to be performed or observed hereunder and such failure shall
continue for a period of 20 days; (iii) any representation or warranty made by
Customer herein or in any document or certificate furnished to Lessor in
connection herewith or pursuant hereto shall prove to be incorrect at any time
in any material respect; (iv) if Customer enters into a transaction involving
the sale of its assets in bulk or if Customer attempts to sell or dispose of,
or in any way part with possession of any of its assets outside the ordinary
course of its business; (v) if Customer becomes insolvent or bankrupt or makes
an assignment for the benefit of creditors or consents to the appointment of a
trustee or receiver, or a trustee or receiver be appointed for Customer or for a
substantial part of its property without its consent; (vi) if bankruptcy,
reorganization or insolvency proceedings be instituted by or against Customer;
(vii) a writ, execution, attachment or similar process be issued or levied
against the Equipment.
Upon the happening of an event of default, Lessor in its absolute discretion
may: (a) enter upon the premises where such Equipment is located and take
immediate possession thereof, whether it is affixed to realty or not, and remove
the same, without liability to Lessor for or by reason of such entry or taking
of possession, whether for damage to property or otherwise, and sell, rent or
otherwise dispose of the same for such consideration and upon such terms and
conditions as Lessor may reasonably deem fit; (b) in the name of and as the
irrevocably appointed agent and attorney for Customer and without terminating
or being deemed to have terminated this Agreement, take possession of the
Equipment and proceed to rent the Equipment to any other person, firm or
corporation on such terms and conditions, for such rental and for such period of
time as Lessor may deem fit and receive, hold and apply the same against any
monies expressed to be payable from time to time by Customer hereunder; (c)
terminate this Agreement and by written notice to Customer specifying a payment
date not earlier than five (5) days from the date of such notice, require
Customer to pay to Lessor as its financial obligation ("Financial Obligation")
on the date specified in such notice the sum of (i) any Rental and other amounts
due and unpaid, and (ii) as a genuine pre-estimate of liquidated damages for
loss of a bargain and not as a penalty, an amount equal to the present value of
the aggregate of all Rental payable to the expiration of the Term calculated by
discounting such amounts at eight percent (8%) per annum, and (iii) the amount
of any residual interest which Lessor may have in the Equipment and which was
used in the establishment of the Rental and Term; (d) as a late charge, require
the payment of interest at the rate of 24% per annum on any overdue payment
until paid. Upon payment by Customer of its Financial Obligation, Lessor shall
refund to Customer the net amount received by Lessor on any sale, lease or
disposition of the Equipment after deducting all costs and expenses incurred by
reason of the occurrence of the event of default or the exercise of Lessor's
remedies in respect thereof, including selling commissions and expenses and
legal fees and disbursements on a solicitor/client basis. Except as otherwise
expressly provided above, no remedy referred to in this section is intended to
be exclusive, but each shall be cumulative and in addition to any other remedy
referred to above or otherwise available to Lessor at law or in equity.
16. NOTICES. Any notices and demands required to be given herein shall be given
to the parties in writing and by registered mail at the address herein set
forth, or to such other address as the parties may hereafter substitute by
written notice given in the manner prescribed in this section. Lessor and
Customer hereby agree that all documents, including this Agreement, sent by
facsimile or other means of electronic transmission to the other party shall be
considered to be original documents.
17. FURTHER ASSURANCES. Customer will promptly execute and deliver to Lessor
such further documents and take such further action as Lessor may request in
order to more effectively carry out the intent and purpose hereof. At Lessor's
request, Customer shall send Lessor its audited and/or unaudited financial
statements within fourteen (14) days of such request.
18. COLLECTION CHARGES. Should Customer fail to pay when due any part of the
Rental, or renewal Rental herein reserved or any sum required to be paid to
Lessor hereunder, Customer shall pay to Lessor, in addition thereto, a late
charge of ten dollars ($10.00) for each month or part thereof for which said
Rent or other sum shall be delinquent together with interest on any and all
delinquent payments and amounts in default from the date thereof until paid in
full at the rate of 24% per annum calculated monthly. Customer further agrees to
pay to Lessor a returned cheque or non-sufficient funds (NSF) charge to
reimburse Lessor for its time and expense incurred with respect to a cheque or a
Pre-Authorized Payment debit that is returned for any reason, such NSF charge
shall be the greater of $25.00 or the actual bank charges to Lessor plus other
amounts allowed by law.
19. CREDIT INVESTIGATION. CUSTOMER HEREBY CONSENTS TO LESSOR CONDUCTING A
PERSONAL INVESTIGATION OR CREDIT CHECK UPON CUSTOMER SUBJECT TO APPLICABLE
LEGISLATION. AT LESSOR'S REQUEST, CUSTOMER AGREES TO PAT A CONTRACT INITIATION
FEE TO LESSOR OF $100.00 OR LESSOR'S ACTUAL COSTS, WHICHEVER IS GREATER, SUCH
FEE TO COVER LESSOR'S INITIAL PROCESSING AND REGISTRATION COSTS.
20. ADD-ON EQUIPMENT. Customer and Lessor agree that additional Equipment
("Add-on Equipment") may be rented pursuant to this Agreement, the terms and
conditions of which shall apply thereto, provided Customer and Lessor agree in
writing to the specific terms and conditions of such rental. Any such writing,
which may include a purchase order issued by Customer for such Add-on Equipment,
shall provide; (1) reference to this Agreement; (2) a description of the Add-on
Equipment; (3) the Term of such rental; (4) the payment frequency or number of
payments; and (5) the Rental amount payable for the Add-on Equipment. The rental
of such Add-on Equipment shall be subject to the terms and conditions of this
Agreement except as specifically provided in such writing.
21. WAIVER. The parties hereto agree that this document be written in the
English language. Les parties aux presentes conviennenta ce que ce document soit
redige en anglais.
22. MISCELLANEOUS. This Agreement shall be governed by the law of the Province
or Territory first set out above. Time is of the essence with respect to this
Agreement and no waiver by Lessor of any default shall constitute a waiver of
any other default by Customer or waiver of Lessor's rights. Should Customer fail
to perform any obligation hereunder, Lessor may cause such obligation to be
performed and the cost thereof together with interest at 24% per annum shall be
considered as additional rental to be paid by Customer. This Agreement contains
the whole of the agreement between the parties and there are no collateral
agreements or conditions not specifically set forth herein and no modifications,
amendments or variations shall be effective or binding unless agreed to in
writing and properly executed by the parties. This Agreement shall be binding
upon and enure to the benefit of the parties hereto, their permitted successors
and assigns. Any provision of this Agreement which is unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. The Customer acknowledges and agrees that clerical errors
shall not affect the validity of this agreement and Lessor shall be entitled to
unilaterally correct the same. CUSTOMER ACKNOWLEDGES THAT STATEMENTS UNDER THE
VARIOUS PROVINCIAL PERSONAL PROPERTY SECURITY ACTS AND THE CIVIL CODE OF QUEBEC
MAY BE REGISTERED WITH RESPECT TO THE AGREEMENT AND THE EQUIPMENT AND HEREBY
WAIVES RECEIPT OF, AND THE RIGHT TO RECEIVE, A COPY OF ANY SUCH REGISTERED
STATEMENT OR VERIFICATION STATEMENT WITH RESPECT THERETO. TO THE EXTENT NOT
PROHIBITED BY ANY LAW APPLICABLE TO AND GOVERNING THIS AGREEMENT, CUSTOMER
HEREBY WAIVES THE BENEFIT OF ALL PROVISIONS OF ANY LAW, STATUTE OR REGULATION
WHICH WOULD IN ANY MANNER AFFECT LESSOR'S RIGHTS AND REMEDIES HEREUNDER,
INCLUDING PROVISIONS OF THE LIMITATIONS OF CIVIL RIGHTS ACT OF SASKATCHEWAN. FOR
PURPOSES OF THE CIVIL CODE OF QUEBEC, THE CUSTOMER ACKNOWLEDGES THAT THIS
AGREEMENT SHALL BE CONSIDERED A CONTRACT OF LEASING.
