1
Exhibit 99.3
LESSOR:
COMMERCIAL MONEY CENTER
00000 Xxxxxxx Xxxxx NOTICE: THIS IS A NONCANCELABLE,
Valley Center, CA 92082 BINDING CONTRACT CONSISTING OF ALL TERMS ON
(000) 000-0000 BOTH SIDES. IT CONTAINS IMPORTANT TERMS AND
FAX (000) 000-0000 CONDITIONS AND HAS LEGAL AND FINANCIAL
CONSEQUENCES TO YOU. PLEASE READ IT CAREFULLY;
FEEL FREE TO ASK QUESTIONS BEFORE SIGNING.
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EQUIPMENT LEASE AGREEMENT 980307
DESCRIPTION OF EQUIPMENT (Include all attachments) SERIAL NUMBER
See Attached Exhibit "A" Hereto* And Made A Part Hereof
VENDOR'S NAME
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SCHEDULE OF RENTAL PAYMENTS
TERM OF LEASE (IN MONTHS) TOTAL NUMBER OF RENTAL PAYMENTS AMOUNT OF EACH PAYMENT ADVANCE RENTAL
63 63 $3,555.24 $10,665.72
PAYMENT FREQ. Monthly (Includes Tax)
LEASING CUSTOMER (Lessee): (Complete Legal Name. If a corporation, use EXACT registered corporate name.)
Company Name INTERNATIONAL FOAM SOLUTIONS, Inc.
Billing Address 000 Xxxxxxxx Xx. 00-X
Xxx Xxx Xxxxx, XX 00000
Xxxxxx Palm Beach
Equip Location Same
YOU (THE LEASING CUSTOMER) ARE REQUESTING THE LEASING COMPANY ("WE", "US" OR
"OUR") TO PURCHASE THE ABOVE EQUIPMENT FOR YOUR USE. TO INDUCE US TO MAKE THIS
PURCHASE, YOU HAVE AGREED TO THE FOLLOWING IMPORTANT TERMS AND CONDITIONS.
1. LEASE. You agree to lease from us and we agree to lease to you the equipment
identified above together with any replacement parts, additions or repairs (the
"Equipment") under the terms stated in this Equipment Lease Agreement (the
"Lease"). You authorize us to correct obvious errors in this Lease and to insert
the Lease number, the serial numbers and other data identifying the Equipment
and other missing terms above (if any) following your execution of this Lease.
LEASE AGREEMENT CONTINUES ON REVERSE SIDE
By Signing this Lease, you acknowledge and agree that: (i) you have had an
opportunity to discuss the terms and conditions in this Lease with us before
signing this document; (ii) you have read and understand the terms and
conditions on the front and back of this Lease; (iii) this Lease is a Net LEASE
that cannot be terminated or canceled; (iv) you have an unconditional obligation
to make all payments due under this lease and you cannot withhold, set-off or
reduce such payments for any reason; (v) the person signing below is a corporate
officer, partner, member or proprietor of yours and is authorized to sign this
lease and bind you; (vi) this Lease contains the entire agreement between the
parties and no other oral or written agreements are in effect; and (vii) this
Lease may not be amended except by a written agreement signed by both parties,
their successors and assigns.
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SIGNATURE DATE TELEPHONE NO. (Area Code)
X /s/
International Foam Solutions, Inc. 3/23/98 000-000-0000
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PERSONAL GUARANTY
To induce the above leasing company ("Leasing Company") to make this Lease and
purchase the equipment for the above leasing customer ("customer"), knowing that
the Leasing Company is relying on this guaranty as a precondition to making this
Lease, I (or if more than one, then all of us, jointly and severally)
INDIVIDUALLY, PERSONALLY, ABSOLUTELY AND UNCONDITIONALLY GUARANTY to the Leasing
Company (and any person or firm the Leasing Company may transfer its interest
to) all payments and other obligations owed by the Customer to the Leasing
Company under the Lease and any add-on leases and future leases between Leasing
Company and Customer, including but not limited to the Leasing Company's
attorneys fees and legal costs incurred in enforcing the Lease. I will also pay
all reasonable costs and fees incurred by the Leasing Company in enforcing this
Guaranty. Accounts settled between the Leasing Company and the Customer will
bind me. I waive notice of acceptance hereof and all other notices or demands of
any kind to which I may be entitled and consent to the granting of extensions of
time of payments to Lessee and other obligors and guarantors and to any other
amendments or adjustments in the terms of this lease. I waive notice of demand
and notice of default, and I agree that the Leasing Company may proceed directly
against me first proceeding against the Customer or the security (including the
equipment). This guaranty shall be governed by the state where the Lessor is
located. I FREELY CONSENT TO PERSONAL JURISDICTION OF THE APPLICABLE
JURISDICTION AND I WAIVE TRIAL BY JURY. This Guaranty will bind my heirs,
representatives and successors.
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SIGNATURE (INDIVIDUALLY; NO TITLES) DATE SIGNATURE (INDIVIDUALLY; NO TITLES) DATE
X /s/ Xxxxxx Xxxx /s/ XXXXXX, XXXXXXX 3/23/98
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Xxxxxx Xxxx 3/23/98 XXXXXX, XXXXXXX
SIGN
WITNESS: X /s/
DATE: 3/23/98
LEASE AGREEMENT CONTINUES ON NEXT PAGE
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2. TERM. You agree this lease will not start until we sign it. Once it starts,
you agree it will continue for the full term shown on the reverse side and any
extension term ("Term").
3. RENT. You agree to pay us monthly rent for the full Term in the amount
shown on the reverse side. That amount is based on the estimated cost of all
Equipment and you agree it may be adjusted upward or downward if the actual cost
exceeds or is less than this estimate. The monthly due date and the due date for
the first payment will be set by us but will not be more than 30 days from the
day you accept delivery of the Equipment. We may charge you a partial payment
for the time between the delivery date and the date the first regular payment is
due. If all or any part of a payment is late, we may charge you a late fee of
$10.00 or 12% of the amount that is late, whichever is more. Time is of the
essence with respect to all payments due and all of your other obligations under
the Lease. You have no right of prepayment.
4. ADVANCE RENT. To secure your obligations to us, you will pay the advance
rent amount shown on the reverse side at the time you sign this Lease. If the
Lease is never finalized for reasons that are not our fault, we may keep the
deposit to pay for our administrative costs. If any part of the deposit is
remaining at the end of the Term and you have complied with all of your
obligations, we will return the remainder to you without interest.
5. DELIVERY. You agree that we are not responsible for delivery or
installation of the Equipment. You will not have any claim against us if the
manufacturer or supplier (collectively called "Vendor" in this Lease) delays in
delivery or installation, or if the Equipment is unsatisfactory for any reason.
6. SELECTION AND PURCHASE OF EQUIPMENT. You understand and agree that: (A) WE
DID NOT SELECT, MANUFACTURE, SUPPLY OR INSPECT THE EQUIPMENT AND HAVE NO
EXPERTISE REGARDING THE EQUIPMENT; (B) YOU SELECTED THE VENDOR AND THE EQUIPMENT
BASED ON YOUR OWN JUDGMENT; (C) WE ARE BUYING THE EQUIPMENT AT YOUR REQUEST ONLY
FOR THE PURPOSE OF LEASING IT TO YOU; (D) YOU AGREE THAT THIS LEASE QUALIFIES AS
A "FINANCE LEASE" AS THAT TERM IS DEFINED IN ARTICLE 2A OF THE UNIFORM
COMMERCIAL CODE ("UCC"); (E) Before signing this Lease, you approved the supply
contract (if any) between us and the Vendor; and (F) You have been advised in
writing (or are now advised in this Lease) that you may have rights against the
Vendor under the supply contract (if any) and that you may contact the Vendor to
find out what these rights against the Vendor are (if any).
7. IMPORTANT CONDITIONS. You understand and agree that:
(A) THE LEASE CANNOT BE CANCELED BY YOU AT ANY TIME FOR ANY REASON;
(B) YOUR DUTY TO MAKE THE PAYMENTS IS UNCONDITIONAL DESPITE EQUIPMENT FAILURE,
DAMAGE, LOSS OR ANY OTHER PROBLEM;
(C) WE ARE LEASING THE EQUIPMENT TO YOU "AS IS" AND WE HAVE MADE NO
REPRESENTATION, GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) REGARDING THE
EQUIPMENT. WE DISCLAIM ALL SUCH WARRANTIES OR GUARANTEES OF ANY KIND. We agree
to transfer to you all warranties IF ANY made by the Vendor to us:
(D) WE WILL NOT BE LIABLE FOR ANY LOSS OR INJURY TO YOU OR ANY OTHER PERSON OR
PROPERTY (including lost profits and consequential, incidental or special
damages) CAUSED BY THE EQUIPMENT OR ITS FAILURE TO OPERATE;
(E) To the extent permitted by applicable law, YOU WAIVE ANY RIGHTS WHICH WOULD
ALLOW YOU TO: (1) cancel or repudiate the Lease; (2) reject or revoke acceptance
of the Equipment; (3) grant a security interest in the Equipment; (4) accept
partial delivery of the Equipment; (5) "cover" by making any purchase or lease
of substitute equipment; and (6) seek specific performance against Leasing
Company.
(F) YOU UNDERSTAND THAT WE AND THE VENDOR ARE TWO SEPARATE AND INDEPENDENT
COMPANIES AND THAT NEITHER THE VENDOR NOR ANY OTHER PERSON IS OUR AGENT. YOU
AGREE THAT NO REPRESENTATION, GUARANTEE OR WARRANTY BY THE VENDOR OR OTHER
PERSON IS BINDING ON US, AND NO BREACH BY THE VENDOR OR OTHER PERSON WILL EXCUSE
YOUR OBLIGATIONS TO US. YOU ALSO UNDERSTAND THAT ONLY AN OFFICER IS AUTHORIZED
TO WAIVE OR ALTER ANY OF THE TERMS OF THIS LEASE.
(G) IF THE EQUIPMENT DOES NOT WORK AS REPRESENTED BY THE VENDOR, OR IF THE
VENDOR OR ANY OTHER PERSON FAILS TO PROVIDE ANY SERVICE, OR IF THE EQUIPMENT IS
UNSATISFACTORY FOR ANY OTHER REASON, YOU WILL MAKE ANY SUCH CLAIM SOLELY AGAINST
THE VENDOR OR OTHER PERSON AND WILL MAKE NO CLAIM AGAINST US.
8. REPAIRS AND SERVICE. You understand that we are not responsible for repairs
or service to the Equipment. You will keep the Equipment in good condition and
will service the Equipment as and when needed. All replacement parts and
additions will become our property.
9. USE. YOU CERTIFY THAT THE EQUIPMENT WILL BE USED SOLELY FOR BUSINESS,
COMMERCIAL OR AGRICULTURAL PURPOSES AND NOT FOR PERSONAL, FAMILY OR HOUSEHOLD
PURPOSES. You will not (a) make any alterations to the Equipment, (b) will not
allow it to be used by anyone but your employees; or (c) move it to any other
location without our written permission. You will not attach the Equipment to
any real estate.
10. RISK OF LOSS; DAMAGE; INSURANCE. You are responsible for any loss,
destruction or damage to the Equipment from any cause at all, whether or not
insured, from the time the Equipment is shipped to you until it is returned to
us. NO SUCH LOSS OR DAMAGE SHALL IMPAIR YOUR OBLIGATIONS UNDER THIS LEASE, WHICH
SHALL CONTINUE IN FULL FORCE AND EFFECT. You will keep the equipment insured
against all risks of loss in an amount not less than the replacement cost, and
will list us as the loss payee. If required, you will also carry public
liability insurance listing us as additional insured in amounts acceptable to
us. You agree to provide us with satisfactory written evidence of all such
insurance. YOU AGREE THAT IF YOU FAIL TO OBTAIN SUCH INSURANCE, WE MAY (BUT ARE
NOT OBLIGATED TO) OBTAIN IT AND CHARGE YOU A FEE IN WHICH CASE, WE WILL BE THE
SOLE INSURED PARTY AND YOU WILL HAVE NO RIGHTS UNDER THE INSURANCE POLICY. In
addition, because of the increased risk of loss to us when the equipment is not
insured, you agree to pay us each month a risk charge stipulated at 0.25% of our
original cost of the Equipment until you provide adequate proof of insurance;
however, you agree that while you have no right to any insurance benefits from
us, you are still liable for all losses, and such risk charge is not a
substitute for the insurance requirements under this Lease.
YOU HEREBY GIVE US POWER OF ATTORNEY TO APPLY FOR INSURANCE BENEFITS AND TO
ENDORSE CHECKS RECEIVED IN PAYMENT.
11. TAXES AND OTHER FEES. You agree this is a "net" lease and agree to pay us
upon demand for all taxes (including sales, use, personal property and other
taxes) and other fees of any kind which may be charged regarding the leasing,
use or ownership of the Equipment. With regard to yearly taxes and fees, such as
personal property tax, we may charge you once a year or estimate the amount of
the yearly charge and bill you monthly for a portion.
12. INDEMNITY. You agree to defend us against and indemnify (reimburse) us for
all claims, liabilities, costs and legal fees arising out of the leasing, use or
possession of the Equipment, including claims for property damage or injury to
persons. This promise will continue after the end of the Lease Term.
13. TITLE. You understand that we will have sole title to the Equipment during
the entire Lease Term, and you agree this is a "true lease" and not one intended
as security for purposes of Section 1-20(37) of the Uniform Commercial Code. YOU
HEREBY GIVE US POWER OF ATTORNEY TO SIGN AND FILE FINANCING STATEMENTS, AND YOU
AGREE TO PAY OUR FILING FEES. If this Lease is ever determined to be other than
a true lease, you hereby grant to us a security interest in the Equipment and
agree that the financing statements will create a perfected security interest in
our favor. You will not allow any liens or encumbrances to be placed on the
Equipment.
14. DEFAULT. You agree that we may declare you in default if you (a) fail to
make any payment for a period of 20 days after the due date; (b) do not comply
with any other term of this Lease or any other agreement you have with Leasing
Company; (c) any action is brought against you causing the Equipment to be taken
or encumbered; (d) you die, become insolvent, make or consent to an assignment
for the benefit of creditors, file or have filed against you a bankruptcy, sell
all or substantially all your assets, make or consent to the appointment of a
receiver or trustee, or go out of business. If any of these defaults occurs, you
agree that we may take one or both of the following actions, in addition to
other actions available under law
(A) terminate the Lease and/or sue for; (1) past due rent and all future rent to
become during the unexpired Term; (2) the residual value placed on the Equipment
by us at the commencement of the Lease; (3) all late fees and any other charges
due and to become due; and (4) the costs listed in Section 15 below; AND
(B) enter the Equipment site and repossess the Equipment or sue for a
repossession court order. Following repossession; (1) All of your rights to the
equipment will end; (2) we may remarket the Equipment without advance notice to
you; and (3) we may also sue for the amounts listed in Section 14(A) above
without first remarketing the Equipment. You agree that we are not required to
repossess and remarket the equipment, and you waive any rights under any law
that provides otherwise.
15. RECOVERY COSTS. You agree to pay all of our recovery costs after a
default, including (1) attorney's fees equal to 25% of the amount of our claim
or $1,500, whichever is greater; (2) reasonable attorney's fees for getting a
repossession order; (3) costs of suit; (4) $250 to cover our internal collection
overhead; (5) $225 to cover our internal repossession and remarketing overhead
if an internal repossession is made or attempted; and (6) all other reasonable
out-of-pocket costs. You agree now that the above amounts are good and
reasonable predictions of what our actual costs and overhead will be and are not
penalties.
16. RETURN OF EQUIPMENT. At the end of the Lease term, or if you are in
default and we make a written request, you will, at your expense, return the
Equipment to us at a reasonable place to be designated by us. You agree to have
the risk of loss during transit. If you fail to return the Equipment within 10
days after the end of the Term, you agree that we will have the option of
extending the Lease on an additional month-to-month basis under the same terms
stated in this document. You agree to pay us for any damage done to the
Equipment during the Term beyond "ordinary wear and tear". You understand that
any person who refuses to return or prevents us from repossessing the Equipment
may be personally liable for conversion.
17. ASSIGNMENT; SUBLEASE. BECAUSE THIS LEASE WAS GRANTED TO YOU ON THE
STRENGTH OF YOUR OWN CREDIT, YOU AGREE THAT YOU MAY NOT SELL OR ASSIGN
(TRANSFER) ANY OF YOUR INTEREST UNDER THE LEASE TO ANY OTHER PERSON OR SUB-LEASE
ANY OF THE EQUIPMENT. You agree that we may assign (transfer) any or all of its
interest under this Lease and/or the Equipment to a new owner or a secured party
at any time without prior notice to you, and such new owner or secured party may
also assign its rights. If that happens, you agree that the new owner or secured
party will have the same rights we had under this Lease but will not have to
perform any of our obligations (in which case we will keep those obligations).
You also agree that the rights of the new owner or secured party will not be
subject to any claims, defenses or set-offs that you may have against us or any
other person. You agree that any transfer by us would not materially change your
obligations under the lease or substantially increase your risks.
18. GOVERNING LAW. AS USED IN THIS PARAGRAPH 18, "APPLICABLE JURISDICTION"
MEANS THE STATE, AS THE SAME MAY CHANGE FROM TIME TO TIME, WHERE THE HOLDER OF
THE LESSOR'S INTEREST IN THIS LEASE MAINTAINS ITS PRINCIPAL OFFICE RESPONSIBLE
FOR ADMINISTERING THIS LEASE. THIS LEASE AND ANY GUARANTY HEREOF SHALL BE
INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
APPLICABLE JURISDICTION APPLICABLE TO LEASE AND GUARANTY AGREEMENTS
RESPECTIVELY, MADE AND TO BE FULLY PERFORMED IN THE APPLICABLE JURISDICTION.
19. LESSEE'S REPRESENTATIONS. You represent to us that (1) you have complete
power and are properly authorized to enter into this Lease; (2) the Lease is
legal, valid, binding on you and enforceable against you in accordance with its
terms; (3) all information supplied by you or your agents (for example, the
Vendor) to us, including all financial information is true, correct and
complete. YOU HEREBY AUTHORIZE LEASING COMPANY TO SHARE AND EXCHANGE WITH ANY OF
ITS AFFILIATES CREDIT AND OTHER INFORMATION IT HAS OBTAINED ON YOU AND YOUR
BUSINESS.
20. FAXED AND COPIED DOCUMENTS. The parties intend and agree that a carbon
copy, photocopy or facsimile of this document with their signature thereon shall
be treated as an original and shall be deemed to be as binding, valid, genuine
and authentic as an original-signature document for all purposes, including all
matters of evidence and the "best evidence" rules.
21. Xxxxxx understands and agrees that Lessor at their option may obtain a
surety bond from an insurance company that guarantees Lessees obligation in this
lease. All costs for the bond(s) shall be paid by the Lessor to execute such
instruments in the place and stand of Xxxxxx as may be necessary to obtain such
surety bond. Xxxxxx hereby authorizes lessor to execute such instruments in the
place and stead of lessee as may be necessary to obtain such surety bond. Xxxxxx
specifically authorizes lessor to execute and deliver a nonrevocable indemnity
agreement to the surety obligating the lessee to the surety for monies due in
this lease.
22. I HAVE READ AND UNDERSTAND THE ABOVE PARAGRAPH. INITIALS /s/
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XXXXXX XXXX & XXXXXX, XXXXXXX
INITIALS /s/
------
ACCEPTED BY XXXXXX:
By: /s/ Xxxxxx Xxxx Title: CEO Date: 3-23-98 Lease #:
---------------- --- -------- ---------------
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DELIVERY AND ACCEPTANCE RECEIPT
LESSEE: INTERNATIONAL FOAM SOLUTIONS, INC.
VENDOR:
Lessee hereby represents, warrants and certifies:
1. All the equipment described on the Lease Agreement or on any attached
schedule has been delivered to the Lessee and properly installed; the Equipment
has been inspected and tested by Lessee and is in good and satisfactory
operating order and the Equipment is therefore irrevocably accepted by Lessee
for all purposes under the Equipment Lease Agreement.
2. Lessee unconditionally accepts the Equipment and acknowledges that it has not
been accepted on a "trial" basis.
3. Xxxxxx has read and agrees to all terms and conditions of the Lease,
including all attachments and addendums thereto, if any. As more particularly
stated in the Lease, Xxxxxx understands that the Equipment is leased to Lessee
"as is"; that Lessor disclaims all warranties, express and implied; that Lessor
is not responsible for installation, service, training or repairs; that the
Lease cannot be cancelled for any reason, and that Lessee's obligation to make
the lease payments and perform its other obligations under the Lease are
absolute, unconditional, independent and not subject to any counterclaim, setoff
or defense. This paragraph shall not be construed to alter or limit the terms
and conditions of the Lease.
We now request that you sign the lease and pay the equipment vendor. We
understand the importance of this certification to you prior to paying the
vendor, and we understand we will be precluded from denying the trust of this
certification in the future.
X /s/ Xxxxxx Xxxx
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Lessee Authorized Signature
International Foam Solutions, Inc.
/s/ Xxxxxx Xxxx CEO
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Print Name and Title
3/23/98
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Date
================================================================================
Prior to actual starting of your Lease, we will contact you to verify that your
equipment is in acceptable working order.
Should you wish to authorize someone else in your office to do this, please
complete and sign the section below.
Otherwise, we will assume that we must speak directly to you for this purpose.
================================================================================
I, Xxxxxx Xxxx, authorize Xxxxxx Xxxx or Xxxxxxx Xxxxxx who holds the position
of CEO or President, to conduct a telephone audit in my absence with the Leasing
Company. I authorize him/her to accept the equipment with regards to Lease #
980307 and to agree to release funds to the vendor.
X /s/ Xxxxxx Xxxx
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Lessee Authorized Signature
International Foam Solutions, Inc.
/s/ Xxxxxx Xxxx CEO
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Print Name and Title
3/23/98
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Date
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AUTHORIZATION TO CHARGE ACCOUNT
TERMS:
Premises
The authorization to charge our account at our bank shall be the same
as if we had personally signed a check to Commercial Money Center, Inc. or its
assigns. This authorization shall remain in effect until we notify Commercial
Money Center, Inc. and our bank in writing that we wish to end this agreement
and Commercial Money Center, Inc. or our bank has sent us ten (10) days written
notice that they will end this agreement.
A record of our payment will be included in our bank statement and will
serve as our receipt. In the event of an error, we have the right to reverse any
transfer. However, we must notify our bank within 15 days of the date of our
bank statement or within 45 days after the transfer was made.
We understand and agree that our bank is not responsible for an
error in the amount of any transferred payment. In the event of such an error,
we will reconcile directly with Commercial Money Center, Inc.
IMPORTANT INFORMATION ON YOUR PRE-AUTHORIZED LEASE PAYMENT
A MUST READ!!
IN THE EVENT A PAYMENT DEBIT IS NOT HONORED BY YOUR BANK FOR INSUFFICIENT FUNDS,
ACCOUNT CLOSED, STOP PAYMENT OR ANY OTHER REASON, AND COMMERCIAL MONEY CENTER,
INC. HAS NOT BEEN NOTIFIED, AS AGREED, AN AUTOMATIC SERVICE CHARGE OF $10.00
WILL BE ASSESSED AND BILLED TO YOU.
I hereby authorize our bank to charge our account each month and to pay
Commercial Money Center, Inc. or its assigns the amount shown below. I have
read, understand and agree with the terms on this form.
Monthly Payments: $3,354.00 + 201.24 = 3,555.24 due on the 1st day of
each month.
LESSEE: International Foam Solutions, Inc.
Bank Name: First Union By: /s/ Xxxxxx Xxxx
Address: Atlantic & Military Title: CEO
City, State: Delray Beach Date: 3/23/98
Account No. 2090001287966
ABA Routing No. 000000000
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CERTIFICATE OF INCUMBENCY
(If Corporation)
X, Xxxxxx Xxxx (Name) as SECRETARY (Title) OF INTERNATIONAL FOAM SOLUTIONS, INC.
(Lessee), hereby certify that the following Officer(s) of this Corporation on
the date hereof and at all times since ____________, 19____ is (are) authorized
and directed to negotiate, execute and deliver on behalf of the Corporation all
Lease Agreements and related documents with COMMERCIAL MONEY CENTER, INC.
("Lessor") whereby this Corporation will lease from time to time various items
of property to be used in the operation in the business of the Corporation on
terms and conditions which shall be determined by said Officer(s) to be
advisable and in the best interests of this Corporation, and that the execution
of such Lease Agreements by said Officer(s) shall be conclusive evidence of
their approval(s) thereof and that the signature(s) set forth opposite the
name(s) of the Officer(s) below is (are) the genuine signature(s) of said
persons(s).
Section 1
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Xxxxxx Xxxx CEO /s/ Xxxxxx Xxxx
----------------------- ------------------- ---------------------------------
(TYPE NAME) (TITLE) (SPECIMEN AUTHORIZED SIGNATURE)
Xxxxxxx Xxxxxx President /s/ Xxxxxxx Xxxxxx
----------------------- ------------------- ---------------------------------
(TYPE NAME) (TITLE) (SPECIMEN AUTHORIZED SIGNATURE)
Section 2 (specimen signatures of Secretary of Corporation and the person
authorized to sign these documents)
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IN WITNESS WHEREOF, I have affixed my name as SECRETARY (Title) of said
Corporation and have caused the Corporate Seal of said Corporation to be
hereunder affixed.
(SEAL) INTERNATIONAL FOAM SOLUTIONS, INC.
(Lessee)
By /s/ Xxxxxx Xxxx
-----------------------------------
Title: SECRETARY
Date: 3-23-98
This document must be signed by the Secretary of the Corporation. If authorized
signer is also the Secretary, please include Articles of Incorporation.
Section 3
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REQUEST FOR CERTIFICATE OF INSURANCE
See Attached Exhibit "A" for Equipment List
To: Insurance Agent: Xxx Xxxxxx Phone: 000-000-0000
Address: 0000 X. Xxxxx Xxx. Fax: 000-000-0000
City: Boca Raton State: FL ZIP: 33431
Insurance Co.: X X Xxxxx Policy #:
Lessee: International Foam Solutions, Inc.
We have entered into a lease agreement for the above listed equipment with a
value of $100,000.00
This is a net lease and we are responsible for the insurance cost. Please see
that we have immediate coverage and notify below parties at once, in the form
of a copy of the insurance policy or a certificate of insurance. If the latter
is sent please include herein the standard ten-day notice of cancellation
clause.
LOSS PAYEE ENDORSEMENT:
Lessor: Commercial Money Center, Inc. and or their Assigns (000) 000-0000
00000 Xxxxxxx Xxxxx (000) 000-0000 (fax)
Valley Center, CA 92082
Lessor must be named as additional insured under a certificate of insurance so
indicating and further acknowledging that said policy may not be canceled for a
period of 30 days following written notice by insurance carrier.
PHYSICAL DAMAGE: Insurance is to be provided for fire, extended coverage,
vandalism and malicious mischief for the full value of the equipment.
LIABILITY: Coverage should be written with minimum limits of $100,000/$300,000
of BODILY INJURY and $50,000 property damage.
By: /s/ Xxxxxx Xxxx
--------------------
Lessee
Date: 3-23-98
PLEASE NOTE: Unless the requested Certificate of Insurance is received within
10 days, Lessor will be forced to acquire coverage through their carrier and
bill the Lessee for the premium.
7
10% PURCHASE OPTION/FMV
Lease #980307 between COMMERCIAL MONEY CENTERS, INC., Lessor and International
Foam Solutions, Inc. Lessee. Provided the Lease has not terminated early, Lessee
shall have the following option at the end of the original term.
BUY: Purchase the Equipment for 10% (10,000.00) of Lessors cost of the equipment
or the Fair Market Value, whichever is greater.
This amount payable in a single sum immediately upon expiration of the
lease.
OR
RENEW: Renew the lease contract.
COMMERCIAL MONEY CENTERS, INC. International Foam Solutions, Inc.
------------------------------ ---------------------------------
Lessor Lessee
/s/
------------------------------ ---------------------------------
Authorized Representative
/s/
------------------------------ ---------------------------------
Title Title
3-23-98
------------------------------ ---------------------------------
Date Date
NOTE: SIGNATURE MUST BE SAME AS ON LEASE
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ADDENDUM A
PG. 1 of 2
This Addendum is made part of that certain Lease Agreement No. 980307 dated
March 23, 1998 between International Foam Solutions, Inc. as Lessee ("Lessee")
and Commercial Money Center as Lessor (the "Lease Agreement").
To secure the prompt payment, performance and observance in full of all of
Xxxxxx's obligations under and pursuant to the Lease Agreement and the schedules
thereto. Lessee hereby pledges, transfers, sets over and assigns to Lessor, its
successors and assigns, and grants to Lessor a first priority and continuing
general security interest in, and a lien upon and a right of setoff against (a)
all of Xxxxxx's accounts, accounts receivables, contract rights, instruments,
documents, notes, chattel paper, other forms of obligations, and general
intangibles, arising from the use, from time to time, by Lessee or by third
parties under an employment or service contract with Lessee, of any item of
equipment which is the subject matter of the Lease Agreement or otherwise
arising in connection with any item of equipment, whether secured or unsecured,
whether now existing or hereafter created or arising, and whether or not
specifically assigned to Lessor or not (hereinafter the "Receivables"), (b) all
guaranties, mortgages on real or personal property, agreements or other property
relating to any of the Receivable or acquired for the purpose of securing and
enforcing any of such Receivables, (c) all books, records, ledger cards,
computer tapes, disks and software relating thereto, and other property and
general intangibles at any time evidencing or relating to Receivables
("Records") and (d) all proceeds of any of the foregoing in whatever form,
including, without limitation, any claims against third parties related to the
foregoing (hereafter all of the foregoing referred to collectively as
"Collateral"). Records reflecting the Receivables shall, until delivered to or
removed by Lessor, be kept by Lessee in trust for Lessor, and without cost to
Lessor, in appropriate containers in safe places. Each confirmatory assignment,
schedule or other form of assignment at any time executed by Xxxxxx shall be
deemed to include the foregoing whether or not the same appears therein.
Lessee will, at such intervals as Lessor may from time to time require,
provide Lessor with confirmatory assignment schedules of outstanding
Receivables, copies of all document evidencing any Receivable, and such further
lists and/or information as Lessor may reasonably require including monthly
accounts receivable aging reports. The items to be provided under this paragraph
are to be in form satisfactory to lessor and are executed and delivered to
Lessor for its convenience in maintaining records of the Collateral. Lessee's
failure to give any of such items to Lessor or otherwise comply with the
provisions hereof shall not affect, terminate, modify or otherwise limit
Lessor's lien or security interest in the Collateral.
In connection with the foregoing, Lessee hereby irrevocably constitutes and
appoints Xxxxxx and any agent and designee (collectively and individually
"Agent") as its true and lawful agent and attorney in fact, coupled with an
interest with the power to do any or all of the following: 1. At Agent's sole
discretion, Agent may require Xxxxxx to direct all accounts receivable,
including all of Xxxxxx's accounts, contract rights, instruments, documents,
notes chattel paper, other forms of obligations and general intangibles of
Lessee to a Lock Box Account to be established at Xxxxxx's primary bank. Such
account will inure to the benefit of Lessor and Xxxxxx. Any proceeds of this
Lock Box Account, of which Lessor is not then entitled to, under the terms of
the Lease Agreement, shall then be available to Lessee; 2. To endorse any and
all checks, drafts or items payable to bearer or to the order of Lessee, and to
receive, and use the proceeds thereof;
9
ADDENDUM A PG. 2 OF 2
3. To enter into, execute, or deliver all instructions, agreements,
contracts, documents, receipts and other instruments necessary or convenient in
the exercise of the foregoing power; 4. To delegate any or all of the powers
contained herein to one or more sub-attorneys and to revoke all or part of this
delegation while as Xxxxxx could have taken but for this Agreement. All acts of
Agent are hereby ratified and approved and Agent shall not be liable for any
acts of omission or commission, nor for any error of judgement or mistake of
law or fact. The powers of Agent granted herein shall commence in full as of
the date hereof and shall remain in effect until all obligations of Lessee to
Agent, under the Contract or under any other agreement, now existing or
executed hereafter, between Agent and Lessee have been discharged by
performance.
Xxxxxx agrees that any and all payments due by Lessee to Lessor will be
made and all other monthly obligations under the Lease Agreement met before any
cash distribution, compensation including salaries, commissions, bonus, fees,
dividends and earnings and income generated or other payments are made to the
investors and or principals of Lessee. To the extent such payments are not made
in accordance with the foregoing and to the extent that insufficient funds are
available to pay amounts owed to Lessor for any schedule under the Lease
Agreement, the entire Lease Agreement and all schedules thereunder will be
deemed in default pursuant to Section 11 of the Lease Agreement and such
delinquent payments will be subject to a late charge of 5% of the amount of
such payment, or such other lesser sum as permitted by applicable law, for each
month or part thereof for which said payments will be delinquent."
The powers and authorities granted herein shall not be affected, impaired
or exhausted by any non-exercise thereof or by any one or more exercises
thereof.
No person relying upon this Power of Attorney shall be required to see to
the application and disposition of any moneys, or other property paid to or
delivered to the Agent pursuant to the provisions hereof.
Reproductions of this executed original (with reproduced signatures and a
certificate of acknowledgement signed by Agent) shall be deemed to be original
counterparts of this Power of Attorney.
Agent agrees that it will not exercise its powers as agent unless Xxxxxx
is in default of the Contract, this agreement or any other agreement, between
Lessee and Lessor, whether now existing or entered into hereafter.
Xxxxxx agrees it is liable for all costs and expenses, including without
limitation attorney's fees and court costs, incurred by Xxxxxx, either as
assignee or as Agent, in enforcing its rights under this agreement.
IN WITNESS WHEREOF, the parties have hereunto placed their hand and seal the
day written above.
Accepted and Agreed to: Accepted and Agreed to:
Commercial Money Center, Inc. International Foam Solutions, Inc.
-------------------------------- ----------------------------------
(Lessor) (Lessee)
By: By: /s/ XXXXXX XXXX
----------------------------- -------------------------------
Xxxxxx Xxxx
-------------------------------- ----------------------------------
(Please Print Name) (Please Print Name)
Title: Title: CEO
-------------------------- ----------------------------
Date: Date: 3-23-98
-------------------------- ----------------------------
10
BILL OF SALE
PURCHASER: COMMERCIAL MONEY CENTERS, INC.
SELLER: International Foam Solutions, Inc.
AGREEMENT NUMBER 980307
Seller, in consideration for sums paid to Seller by Purchaser, hereby sells,
transfers, and assigns to the Purchaser all of its right, title, and interest
(legal or equitable) in and to all the property ("Property") described in the
Agreement between Seller and Purchaser identified by the Agreement Number
specified above.
The Property is sold with the absence of liens, claims, or other encumbrances
by, through, or under Seller.
IN WITNESS WHEREOF, Xxxxxx has executed this Bill of Sale as of the date
specified below:
LESSEE: International Foam Solutions, Inc.
----------------------------------------
BY: SELLER AUTHORIZED SIGNATURE
TITLE: CEO
----------------------------------
DATE EXECUTED: 3-23-98
--------------------------
11
EXHIBIT "A"
QUANTITY PRODUCT DESCRIPTION
-----------------------------------------------------------------------
1 Forklift
1 Emptying Equip. Sys. To handle removing drums from pallet,
emptying polygel bags, slitting bags and placing on the
conveyor
1 Storage Rack and shelving sys.
1 Sys. To move polygel to dissolution tank
1 600g stainless steel tank w/heaters & immersible shredder &
dissolver, screen basket filter to remove bag pieces &
large contaminants & a paddle stirring apparatus to
complete dissolution of the polygel, also included is an
opening, filling and closing sequencer
1 Pump & filtering Sys., stainless steel heat jacketed
variable screw drive pos. displacement pump & a comb
double/quadruple stainless steel filter apparatus
1 Manifold Distribution Sys. Combo spinaratta/ribbon forming
apparatus for shaping the hot polygel for the alcohol
extraction of the polysolv solvent
1 Alcohol Extraction Tank Sys. includes two stainless steel
heated counterflow tanks, a 2500 gal polysolv/alcohol
recovery storage tank and three 500 gal tanks for storage
of reclaimed polysolv and alcohol
1 Double Conveyor system semi-immersed in alcohol extraction
tanks for transport to infra-red drying sys.
1 Solvent Recovery System separation & reclamation of the
polysolv/alcohol blend to its constituents for reuse in the
process by vacuum &/ heat distillation
1 Drying Sys. Conveyorized infrared drying table for the
removal of residual solvent, sys. is safety vented and
enclosed
1 Cut-off Saw
1 Cleated Belt Conveyor
1 Granulator System
1 Cyclone Filter/Filter System
1 Xxxxxxx Handling System
1 System Accessories
1 CO2 fire extinguishing system for process line from drum
empty to cut off saw
1 Overhead water sprinkler sys. for entire line
This Exhibit "A" is attached to and a part of Commercial Money Center, Inc.,
lease number 980307 and constitute a true accurate description of the equipment.
LESSEE: International Foam Solutions, Inc.
Signature: /s/
--------------------------------
Date: 3/23/98
-------------------------------------
12
STATE OF FLORIDA 1423738-41-1
UNIFORM COMMERCIAL CODE FINANCING STATEMENT FORM UCC-1 (REV. 1993)
The Financing Statement is presented to a filing officer for filing pursuant to
the Uniform Commercial Code: 92316 Commercial
----------------------------------------------------------------------------------------------------------------------------------
1. Lessee (Last Name First if an Individual) 1a. Date of Birth or FE#
International Foam Solutions, Incorporated
----------------------------------------------------------------------------------------------------------------------------------
1b. Mailing Address 1c. City, State 1d. Zip Code
430 Congress Dr. 00-X Xxx Xxx Xxxxx, XX 00000
----------------------------------------------------------------------------------------------------------------------------------
2. Additional Lessee or Trade Name (Last Name First if an Individual) 2a. Date of Birth or FE#
----------------------------------------------------------------------------------------------------------------------------------
2b. Mailing Address 2c. City, State 2d. Zip Code
----------------------------------------------------------------------------------------------------------------------------------
3. Lessor (Last Name First if an Individual)
Commercial Money Center, Inc.
----------------------------------------------------------------------------------------------------------------------------------
3a. Mailing Address 3b. City, State 3c. Zip Code
0000 Xxxxx Xxxxxx Xxxx Xxx Xxxxx, XX 00000
----------------------------------------------------------------------------------------------------------------------------------
4. Assignee of Lessor (Last Name First if an Individual)
----------------------------------------------------------------------------------------------------------------------------------
4a. Mailing Address 4b. City, State 4c. Zip Code
----------------------------------------------------------------------------------------------------------------------------------
5. This Financing Statement covers the following types or items of property [Include description of real property on which
located and owner of record when required. If more space is required, attach additional sheet(s)]
See Attached Exhibit A
980000108939-4
-05/18/00-00000-000
*****28.00
----------------------------------------------------------------------------------------------------------------------------------
6. Check only if Applicable: [ ] Products of collateral [x] Proceeds of collateral [ ] xxxx is transmitting
are also covered. are also covered. utility.
----------------------------------------------------------------------------------------------------------------------------------
7. Check appropriate box: [ ] All documentary stamp taxes due and payable or to become due and payable pursuant to
(One box must be marked) a.201.22.F.S. have been paid.
[x] Florida Documentary Stamp Tax is not required.
----------------------------------------------------------------------------------------------------------------------------------
8. In accordance with s.678.402(2), F.S., this statement is filed 9. Number of additional sheets presented: 1
without the Lessee's signature to perfect a security interest
in collateral: -----------------------------------------------------------
[ ] already subject to a security interest in another jurisdiction This Space for Use of Filing Officer
when it was brought into this state or lessee's location
changed to this state.
[ ] which is the proceeds of the original collateral described
above in which a security interest was perfected.
[ ] as to which the filing has lapsed. Date filed__________________
and previous UCC-1 file number_________________________________
[ ] acquired after a change of name, identity, or corporate
structure of the lessee.
--------------------------------------------------------------------- FILED
10. Signature(s) of Lessee(s) MAY 18, 1998 08:00 AM
International Foam Solutions, Incorporated SECRETARY OF STATE
TALLAHASSEE, FLORIDA
ATTORNEY-IN-FACT - /s/ PBS 980000108939 MT
---------------------------------------------------------------------
11. Signature(s) of Lessor or if Assigned, by Assignee(s)
Commercial Money Center, Inc.
ATTORNEY-IN-FACT
---------------------------------------------------------------------
12. Return Copy to:
Name Data Filing Services
Address P.O. Box 275
Address
City, State, Zip Van Nuys CA 91408-0275
----------------------------------------------------------------------------------------------------------------------------------
FILING OFFICER COPY Prepared with UCC xxxx for Windows Data File Services, Inc., P.O. Box 215, Van Nuys, CA, 91408-0275
Tel (000) 000-0000
