MASTER EQUIPMENT LEASE

 

            THIS AGREEMENT is made and entered into this ___________________ day of __________________, 19 ___, by  and between  ________________________________, whose address  is ________________________________________________________________, hereinafter referred to as "Lessor", and                        

, whose address is                                   ,  hereinafter referred to as "Lessee".

            Lessor and Lessee expect that Lessee will lease certain equipment from Lessor, as is more fully set out on one or  more Schedules pursuant hereto, executed by Lessor and  Lessee from time to time.  Upon acceptance by the Lessee of  the equipment leased under Schedule A, Lessor leases to  Lessee, and Lessee leases from Lessor, such equipment,  herein individually and collectively called the "Equipment",  upon the terms and conditions appearing herein.

1.         TERM;  RENTAL PAYMENTS.

            a.            Term.  The term of the lease as to Schedule A shall

commence on the date of the Certificate of Acceptance executed pursuant to Section 3 and shall terminate as to Schedule A after the expiration of such months as set out in such Schedule A.

            b.            Rental payments.  The first rental payment shall be

due on the first day of the calendar month, or other period specified on Schedule A under "Rental Payment Amount" following the date of the Certificate of Acceptance of the equipment set out on such Schedule A, and the second and each subsequent rental payment shall be due on the same day of such subsequent   month, or other specified period, in which such  rental payment is due until all rentals have been  paid. Rental payments shall be in the amounts set  out on such Schedule A's.

            c.            Late payments.  In addition to Lessor's rights under

Section 7 as to Defaults, Lessee agrees to pay  Lessor, as monthly liquidated damages and not as a  penalty, an amount equal to five (5%) percent of the  lease payment amount, but not an amount in excess of  the amount Lessor is entitled to receive under any  applicable law, of any rental payment not received by  Lessor by the end of the tenth day following the due  date of such rental payment.

            d.            Place of payment.  All payments called for under this

lease shall be made to Lessor, or any assignee of Lessor pursuant to Section 6(a), at Lessor's address herein above set forth, or at such other place as may be designated by Lessor, or such assignee, to Lessee in writing.

            e.            Lease noncancelable; payments to be net.  Lessee

agrees that all rental payments or other sums payable by Lessee hereunder shall be the unconditional obligation of Lessee and shall be made without abatement, reduction or setoff of any nature, including any arising out of any present or future claim the Lessee may have against the Lessor or any

of its assignees or the manufacturer or vendor of the Equipment.  This Lease shall not be cancellable or

terminable by Lessee prior to the end of the Term except as herein expressly provided.

2.         TAXES; INDEMNITY.  Lessee agrees to pay, promptly when

due, all license fees and assessments, and all sales,  use, property, excise and other taxes or charges,  including any interest and penalties, now or hereinafter  imposed by any governmental body or agency upon any  Equipment or the purchase, ownership, possession,  leasing, operation, use, or disposition thereof  hereunder, or the rentals or other payments hereunder,  excluding taxes on or measured by the net income of  Lessor, and prepare and file promptly with the  appropriate offices any and all tax and other similar returns required to be filed with respect thereto,  sending copies thereof to Lessor, or, if requested by  Lessor, notify Lessor of such requirement and furnish  Lessor with all information required by Lessor so that  Lessor may effect such filing.  Lessee further agrees to  assume all risks of liability arising from or pertaining  to the purchase, delivery, ownership, possession,  leasing, operation, use, condition, transportation, or  disposition of any Equipment or the return of any  Equipment to Lessor and to indemnify and save Lessor,  its servants and agents, harmless from and against, and  to defend them against any and all claims, costs,  expenses, fines, damages and liabilities, arising  therefrom or pertaining thereto, including, without  limitation, any arising out of injury to persons or  property.  Any amounts required to be paid by Lessee  under this section which Lessee fails to pay may be paid  by Lessor and shall, at Lessor's option, become immediately due from Lessee to Lessor.  Lessee's obligations contained in this section shall survive the termination of such Schedule A's.

3.            ACCEPTANCE.  Promptly after delivery of the Equipment to

be leased under each Schedule A to the Lessee, Lessee

shall inspect the Equipment and (a) if fully satisfied therewith, execute and deliver to Lessor a Certificate  of Acceptance in form and content satisfactory to  Lessor, or (b) notify Lessor within twenty-four hours  thereof of the unacceptability of the Equipment.

4.            LESSOR'S PROTECTION.

            a.            Insurance.  Lessee shall, at Lessee's sole cost and

expense, maintain insurance in such amounts, against such risks, including, without limitation, all risk and public liability insurance with respect to the Equipment, with such  carriers and in such form as shall be satisfactory to Lessor naming Lessee as an insured and Lessor as an additional insured.  Lessee shall provide Lessor with evidence of such insurance within ten days of execution of each such certificate of acceptance with respect to the equipment contained in such certificate.  The policies for such insurance shall provide that Lessor shall receive thirty (30) days notice of any termination, cancellation, or alteration of the terms of such insurance and shall provide that the coverage afforded to Lessor shall  not be rescinded, impaired, or invalidated by any act  or neglect of Lessee.

            b.            Risk of Loss.  The Equipment, until returned to

Lessor, shall be held at all times at the sole risk  of Lessee for injury or damage, including damage to  third parties and their property, loss, destruction,  theft,

expropriation or requisition as to either  title or use.  In case the Equipment or any of it  shall be destroyed, lost, stolen, damaged beyond  repair, or permanently rendered unfit for normal use  for any reason whatsoever, or if expropriated or requisitioned, before return to Lessor, Lessee agrees promptly to notify Lessor and to pay Lessor on demand the fair market value of such Equipment determined immediately prior to such occurrence, or the unpaid rentals hereunder for the balance of the entire original term allocable to such Equipment, whichever is greater, as reimbursement to Lessor for such occurrence.  As used herein, the fair market value of any Equipment shall mean the fair market sales value of such Equipment, assuming such Equipment is in the condition required to be maintained under Section 5b, after deducting reasonable costs and expenses of sale, as reasonably determined by Lessor, or, at Lessor's option, by an independent appraiser, at Lessee's sole cost and expense, selected by Lessor whose determination shall be conclusive and binding upon the parties hereto.  Payment of such sum shall relieve Lessee from liability for any further rent with respect to the Equipment involved.

5.            EQUIPMENT.

            a.            Title; personal property; encumbrances; location. 

Lessee covenants that the ownership of the Equipment is and at all times shall remain in Lessor and that the Equipment is and shall remain personal property and shall not be attached to or become a part of any realty; that it shall be installed and used at the location specified in the Schedule A pertaining thereto and that it shall not be removed therefrom; and that Lessee will not sell, secrete, mortgage, assign, transfer, lease, sublet, loan, part with

possession of, or encumber the Equipment or permit  any liens or charges to become effective thereon or  permit or attempt to do any of the acts aforesaid.   Lessee agrees, at Lessee's own expense, to take such  action as may be necessary (a) to remove any such encumbrance, lien or charge and (b) to prevent any third party from acquiring any other interest in such Equipment.  Upon request, Lessee shall, at its own expense, affix and maintain on the Equipment a plate, satisfactory to Lessor, indicating Lessor's ownership thereof.

            b.            Maintenance; accessions; inspections; alterations. 

Lessee agrees, at Lessee's own expense, to take good care of the Equipment and to make all repairs and replacements necessary to maintain, preserve, and  keep the Equipment in good order and condition.  All replacements or substitutions of parts of or in any  of the Equipment shall constitute accessions thereto  and shall become part of the Equipment owned by  Lessor. Upon Lessor's request, Lessee will permit  Lessor to have access to the Equipment at all  reasonable times for the purpose of inspection and  examination.  Lessee shall make no material  alterations in the Equipment without the prior  written consent of Lessor.   Lessee will permit the  Equipment to be operated and repaired only by  qualified personnel.  In the event that the Internal  Revenue Service has or may provide certain maintenance obligations to be satisfied by the Lessor

in order to obtain tax benefits herein, this  provision may be modified to reflect that such  minimum obligation be paid by Lessor.  In such event,  the Lessor's maintenance obligations may be so  satisfied by Lessor notifying Lessee, against receipt  copies presented by Lessee, of the amount Lessee may  take as a deduction or credit against the following  month'(s) rental payments, or by Lessor refunding  said amount to Lessee.

            c.            Use of Equipment.  Lessee shall be entitled to the

right to possession and control of the Equipment and the use thereof during the term of the Schedule A under which it is leased so long as no event of default has occurred.  Lessee will comply with all laws, regulations and ordinances, and all applicable requirements of the manufacturer of the Equipment, applicable to the physical possession, operation, condition, use and maintenance of the Equipment.  Lessee agrees to obtain all permits and licenses necessary for the operation of the Equipment.

            d.            Denial of warranties.  Lessor makes no warranty or

representation, either express or implied, as to the design or condition of, or as to the quality of the material, equipment or workmanship of the equipment delivered to Lessee hereunder, and Lessor makes no warranty of merchantability or fitness of the equipment for any particular purpose as to its title to the equipment or any component thereof or as to  any other matter, it being agreed that all such  risks, as between Lessor and Lessee, are to be borne  by Lessee, and the benefits of any and all implied  warranties of Lessor are hereby waived by Lessee.   Lessee acknowledges that it has selected the  equipment on

the basis of its own judgment and  expressly disclaims any reliance  upon any statements  or representations made by Lessor.  Notwithstanding  any fees which may be paid by Lessor to its vendor or  any agent of vendor, Lessee understands and agrees  that neither the vendor, nor any agent of the vendor,  is an agent of Lessor or is authorized to waive or  alter any term or condition of this lease or of any  Schedule A under this lease, and no representation as  to the equipment or any other matter by the vendor  shall in any way affect Lessee's duty to perform its  obligations as set forth in this lease or any such  Schedule A.  In no event shall Lessor be liable for  any indirect, special or consequential damages.

6.            MISCELLANEOUS.

            a.            Assignment.  Lessee shall not assign this lease or  any

Schedule A or any interest therein, or sublease  any Equipment, or part with possession of any  Equipment, without the prior written consent of  Lessor.  Lessor's rights, title and interest in and  to this lease, Schedule A's and the Equipment may be  transferred and assigned by Lessor without notice and  Lessor's assignee shall have all the rights, powers,  privileges and remedies of Lessor hereunder.  Except  to the extent any such assignee otherwise agrees in  writing, such assignee shall not be obligated to  perform any of the obligations of Lessor hereunder  and Lessee, if notified of such assignment, shall not  be entitled to terminate or amend this lease or any  Schedule A's

without the written consent of such  assignee.

            b.            Return of equipment.  Lessee shall, at its own cost

and expense, at the end of the term of any Schedule A under this lease, crate and ship the Equipment in a proper manner to Lessor, freight and insurance prepaid, to any location specified by Lessor within the United States, the Equipment to be in good operating condition as required by Section 5b.

            c.            Preparation and transfer fee.  In the event that

Lessee obtains Lessor's consent to an assignment of Lessee's rights hereunder, Lessor shall require both Lessor and Lessee to complete such documentation  which shall, at Lessor's sole and exclusive option,  be prepared by Lessor and Lessee shall be required to  pay a preparation and transfer fee equal to the  amount paid by Lessee to Lessor as a monthly rental  amount under Schedule A hereto.

7.            DEFAULT.

            a.            Events of default; remedies; expenses.  In the event

                        that:

(1)  Lessee shall default in the payment of any installment of rent or other sums payable hereunder or under any Schedule A when due; or

(2). Lessee shall default in the observance or

performance of any other covenant or agreement in this lease or under any Schedule A and such default shall continue for a period of fifteen (15) days; or

(3)  Lessee, which term for purposes of this clause (3) and clauses (4), (5), and (6) below, shall mean Lessee and any guarantor or other person liable upon Lessee's obligation under this lease or any Schedule A, shall dissolve, if Lessee is a corporation, or become insolvent, however evidenced, or bankrupt, commit any act of bankruptcy, make an assignment for the benefit of creditors, suspend the transaction of its usual business or consent to the appointment of a trustee or receiver, or a trustee or receiver shall be appointed for Lessee or for a substantial part of its property, or bankruptcy, reorganization, insolvency, or similar proceedings shall be instituted by or against Lessee; or

(4)  An order, judgment, or decree shall be entered against Lessee by a court of competent jurisdiction and such order, judgment or decree shall continue unpaid or unsatisfied and in effect for any period of sixty (60) consecutive days, without a stay of execution, or any execution or writ of process shall be issued in connection with any action or proceeding against Lessee or its property whereby the equipment or any substantial part of Lessee's property may be taken or restrained; or 

(5)  Lessee shall default in the performance of any obligation or in the payment of any sum due to Lessor under any other contract, agreement,

arrangement, or understanding; or

(6)  Any indebtedness of Lessee for borrowed money shall become due and payable by acceleration of maturity thereof,

Then, and in any such event, Lessor may, by written notice to Lessee, to the extent legally permitted to do so:

                                    A.            Immediately terminate this lease as to any or

                                                all Schedule A's, at its option; and/or

                                    B.            Declare immediately due and payable all

rental  installments and other sums thereunder  forthwith due and payable whereupon the same  shall forthwith become due and payable as  liquidated damages and not as a penalty; and/or

                                    C.            Proceed by appropriate court action or

actions  either at law or in equity, to enforce  performance by Lessee of the applicable  covenants of this lease or to recover damages  for the breach thereof; and/or

                                    D.            Without necessity of process or other legal

action, enter onto the premises of Lessee or

such other premises as the Equipment may then be located and take possession of the Equipment, with force if necessary, without liability to Lessee or any other person arising  out of the taking of such action.

In addition, Lessee shall continue to be liable for all

indemnities under this lease and for all legal fees and other costs and expenses resulting from the foregoing defaults or the exercise of Lessor's remedies including placing any Equipment in the condition required by  Section 5b.  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.   Lessor shall be entitled to take or retain, by way of  offset against any or all amounts due and owing under  this lease or any Schedule A as aforesaid, any assets,  tangible or intangible, of Lessee which may then be in  the possession of Lessor, its correspondents or agents  wheresoever situated.

Default shall include, but not be limited to, the

following circumstances:  Non-payment of any respective installment within ten (10) days from the due date set  out herein, or payment dates on three different  occasions for any installments which are in excess of  five (5) days subsequent to the due date therefor set  out herein.

8.         OTHER PROVISIONS

            a.            Performance of obligations of Lessee by Lessor.  In

the event that Lessee shall fail duly and promptly to perfect any of its obligations under the provisions  of this lease, Lessor may, at its option, immediately  or at any time thereafter perform the same for the account of Lessee without thereby waiving such default, and any amount paid or expense or liability incurred by Lessor in such performance, together with interest at the highest rate allowable by law per

annum thereof, until paid by Lessee to Lessor, shall be payable by Lessee upon demand as additional rent for the Equipment.

b.         Notices; no waiver; time; entire agreement;

severability.  Any notices to be given under this lease shall be effective at the end of the fifth day following the mailing thereof, first class mail with postage prepaid via the U.S.  Mail, to the other  party at the address set herein or such other address  as such party may have specified in writing.  No  failure on the part of Lessor to exercise, and no  delay in exercising, any right hereunder shall  operate as a waiver thereof; nor shall any single or  partial exercise by Lessor of any right hereunder  preclude any other further exercise thereof or the  exercise of any other right.  Time is of the essence  of this lease. This lease and the Schedule A's  executed pursuant hereto represent the entire  agreement between Lessor and Lessee as to the  Equipment and may not be altered, amended, changed or  terminated without an agreement in writing signed by  Lessor.  Any provision of this lease which is invalid  under the law of any state shall, as to such state,  be ineffective to the extent of such prohibition in  such state and with respect to such parties only,  without invalidating the remaining provisions of this  lease in such state.

c.         Further assurance.  Lessee will promptly execute and

deliver to Lessor, or any assignee of Lessor pursuant to Section 6a, such further documents and take such further action as Lessor or such assignee may request in order to more effectively carry out the intent and purpose hereof and to fully protect Lessor's or any such assignee's interest hereunder in accordance with the Uniform Commercial Code or other applicable law, including without limitation, the filing of financing and continuation statements.  Lessee hereby  authorizes Lessor to effect any such filing as  aforesaid, including the filing of any such financing  or continuation statements without the signature of Lessee.

d.            Definition of "Lease".  "Lease", as used herein,  shall

be deemed to refer to this lease and any and  all Schedule A's now or hereafter executed pursuant hereto.

e.            Governing Law and Limitations Period.  This  agreement,

and all transactions contemplated hereby,  shall be governed by, construed and enforced in  accordance with the laws of the State of  _____________.  The parties herein waive trial by  jury and agree to submit to the personal jurisdiction  and venue of a court of subject matter jurisdiction  located in ____________ County, State of ___________.   In the event that litigation results from or arises  out of this Agreement or the performance thereof, the  parties agree to reimburse the prevailing party's  reasonable attorney's fees, court costs, and all  other expenses, whether or not taxable by the court  as costs, in addition to any other relief to which  the prevailing party may be entitled.  In such event,  no action shall be entertained by said court or any  court of competent jurisdiction if filed more than  one year subsequent to the date the cause(s) of  action actually accrued

regardless of whether damages  were otherwise as of said time calculable.

9.         OPTION TO PURCHASE AT END OF LEASE TERM.  Lessor hereby

grants Lessee an option to purchase the leased property  at the  expiration of the lease term, for the  consideration set out in the applicable Schedule A  covering the property to be purchased.

IN WITNESS WHEREOF, the parties hereto have caused this

agreement to be executed on their behalf, or individually,  the day and year first above written.

            Signed, sealed and delivered in the presence of:

"LESSEE"

______________________________            ______________________________

Witness

______________________________

Witness

"LESSOR"

______________________________            ______________________________

Witness

______________________________    

Witness

STATE OF  ____________________