LEASE NO: 005180742-001 [LOGO] FINANCIAL SERVICES +

LEASE NO: 005180742-001

[LOGO]

FINANCIAL SERVICES
+

Company No: 05

THIS LEASE HAVE BEEN WRITTEN IN "PLAIN ENGLISH". WHEN WE USE YOU AND YOUR IN
THIS LEASE WE MEAN YOU, THE CUSTOMER WHO IS THE LESSEE INDICATED BELOW. WHEN WE
USE WE, US AND OUR WE MEAN THE LESSOR, DELL FINANCIAL SERVICES LP

----------------------------------- ----------------------------
BILLING ADDRESS: STREET, CITY, *A $55.00 Documentation Fee IS included in the Monthly Rent
STATE, ZIP CODE Payment shown above.

0000 XXXXXX XXX STE H **Charges to ship to you ARE NOT included in the Monthly
MENLO PARK, CA 94025 Rental Payment, and WILL appear as a one time charge on
your first invoice.
---------------------------------------------------------------- -------------------------------------------------------------
PRODUCT LOCATION GENERAL PRODUCT DESCRIPTION/SUPPLIER
SEE ATTACHMENT A SEE ATTACHMENT A

---------------------------------------------------------------- -------------------------------------------------------------
GUARANTOR (IF ANY) SOCIAL SECURITY NUMBER END OF LEASE PURCHASE OPTION

10% of Equipment Cost
---------------------------------------------------------------- -------------------------------------------------------------

TERMS AND CONDITIONS OF LEASE

1. LEASE; ACCEPTANCE AND COMMENCEMENT; TERM; RENT: We agree to lease to you and
you agree to lease from us the products, services, and software (the "Products")
described in Exhibit A to this lease on the terms and conditions shown in this
lease agreement (the "Lease"). With respect to services, we will only finance
one-time charges for services rendered in connection with the Products. Services
may include delivery and installation fees, internet service plans, or similar
services ("Services"). This Lease will begin and Products will be deemed
irrevocably accepted for purposes of this Lease five (5) days after shipment
from the Supplier (the "Commencement Date"). When you receive the Products, you
agree to inspect them promptly and advise us if they are not in good working
order. We honor Dell Computer Corporation's ("Dell") "Total Satisfaction Return
Policy". If you return Dell branded Products within 30 days after shipment from
Dell, in the condition and manner required by Dell, you may terminate the Lease.
You are responsible for freight charges to deliver and return the Products.
Complete details regarding the "Total Satisfaction Return Policy" are included
in the manufacturer's documentation provided to you with the Products. The first
Rent payment is due thirty (30) days after the Commencement Date, and subsequent
payments of Rent are due on the same date of each subsequent month (or the last
day of the month if there is no such date). You agree to pay us the Rent for the
number of months of the Lease Term stated above. You will make all payments
required under this Lease to us at the address we specify in writing. You
authorize us to adjust the Rent amount by not more than 15% if the actual
Product Cost (which is all amounts we have paid or will pay in connection with
the purchase, delivery and installation of the Products, including any trade-up
and buyout amounts, or amounts incurred by us as a result of changes you make to
your order with the Supplier) differs from the Product Cost shown above. If any
payment of Rent or other amount payable to us is not paid within ten (10) days
after the due date, you will pay us a late charge equal to the greater of (i) 5%
of the late payment amount or (ii) $5.00 for each late payment (or if less, the
highest amount permitted by applicable law).

2. NO WARRANTIES. WE ARE LEASING THE PRODUCTS TO YOU "AS IS". YOU ACKNOWLEDGE
THAT WE DO NOT MANUFACTURE OR SUPPLY THE PRODUCTS. WE DO NOT REPRESENT THE
MANUFACTURER OR SUPPLIER AND YOU HAVE SELECTED THE PRODUCTS AND THE SUPPLIER
BASED ON YOUR OWN JUDGMENT. WE MAKE NO WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF
THE PRODUCT OR ANY SERVICES. WE HEREBY ASSIGN ALL WARRANTIES MADE TO USE BY
SUPPLIER, MANUFACTURER, AND ANY SERVICE PROVIDER TO YOU, AND YOU AGREE THAT YOU
WILL MAKE ALL CLAIMS OF ANY KIND RELATING TO THE PRODUCTS OR SERVICES AGAINST
SUCH SUPPLIER, MANUFACTURER, AND/OR SERVICE PROVIDER.

3. SELECTION AND ORDERING OF PRODUCTS: You select the type and quality of the
Products subject to this Lease. If you have entered into a purchase or supply
contract ("Supply Contract") with any Supplier, you assign your rights but not
your obligations (other than the obligation to pay for the Products if accepted
by you under this Lease) effective prior to the passage of title by the Supplier
to you.

4. LOCATION; USE; ALTERATIONS; INSPECTION: You will use the Products solely at
the location specified in the Lease, or if none is specified, at your billing
address. Except for temporary relocation of laptop personal computers, you may
not move the Products without our prior written consent, which shall not be
unreasonably withheld. At your own expense, you will maintain the Products in
good repair, condition and functional order (except for ordinary wear and tear)
and will use them in compliance with all applicable laws. You will use all
software in accordance with the end user license terms of the applicable
software license agreement ("License"). You may make additions or improvements
to the Products unless the addition or improvement would violate any License,
decrease the value of Products, or impair their utility. You may remove any such
addition or improvement at the end of the Lease if (i) you repair any damage to
Products resulting from the removal; (ii) you restore the Products to their
original and functional condition (excluding ordinary wear and tear); and, (iii)
the removal does not violate any License or render the Products incapable of use
or operation. All additions or improvements not removed will become our property
at no cost to us. You agree that, we, our assignees, and agents, may inspect the
Products at the premises where the Products are located at any reasonable time
with prior notice.

B S D

Page 1 of 3 +

5. TITLE; QUIET ENJOYMENT; PERSONAL PROPERTY; FILING: We are the owner of and
will hold title to the Products. You will keep the Products free from any and
all liens, encumbrances and claims. So long as you are not in Default under the
Lease, we will not interfere with your quiet use and enjoyment of the Products
during the Lease Term or any renewal term. Unless the Purchase Option is $1, you
agree that this transaction is intended to be a true lease under UCC Article 2A.
However, if this transaction is deemed to be a lease intended for security under
UCC Article 9, you grant us a purchase money security interest in the Products
(including any replacements, substitutions, additions, attachments and
proceeds). You authorize us to file a copy of this Lease as a UCC-1 financing
statement (UCC-1) and hereby appoint us or our designee as your attorney-in-fact
to sign on your behalf and to file UCC-1's covering the Products. You agree to
pay a one-time Documentation Fee to cover our costs for such filing and other
documentation costs.

6. LOSS OR DAMAGE: From the time the Products are delivered to a carrier for
shipment to you until their return to us, you are responsible for any loss,
theft, damage to or destruction of the Products ("Loss") from any cause at
all, whether or not the Loss is covered by insurance. You are required to
make all payments under the Lease even if there is a Loss. You must notify us
immediately if there is any Loss. Then at our option, you will either (a)
repair the Products so they are in good condition and working order to our
satisfaction; or (b) replace the Products with like products in good
condition and repair and of the same manufacture and equal or greater
capacity and capability, with clear title thereto in us; or (c) pay us the
"Stipulated Loss Value" which is the sum of: (i) all Rent payments for all
the Products and other amounts past due (plus interest thereon) or currently
owed to us under the Lease, including unpaid taxes and (ii) all future Rent
payments that would accrue over the remaining Lease Term plus our estimated
value of our residual interest of all of the Products at the end of the Lease
Term, such sum to be discounted to present value at a discount rate equal to
the Federal Reserve Bank Discount Rate in effect at the Commencement Date of
the Lease ("Discount Rate"). When you pay the amount of (c) about to us, we
will transfer to you our interest in the Products, "AS-IS-WHERE-IS", without
any warranty, express or implied, including warranty of merchantability or
fitness for any particular purpose.

7. INSURANCE: You will provide and maintain, at your expense, (a) property
insurance against the loss or theft of or damage to the Products, for their full
replacement value naming us as loss payee and (b) public liability and third
party property damage insurance naming us as an additional insured. All
insurance shall be in a form and amount and with companies satisfactory to us
and will provide that we will be given thirty (30) days written notice before
cancellation or material change of the policy. At our request, you will deliver
the policies or certificates of insurance to us. If you do not give us evidence
of insurance acceptable to use we have the right, but not the obligation, to
obtain such insurance covering our interest in the Products for the Lease Term.
The cost for such insurance will be an additional amount due from you under the
Lease.

8. TAXES: You will pay when due, either directly or to us on demand, all taxes
(local, state and federal), fines or penalties which may now or hereafter be
imposed or levied upon the Lease and the Products, excluding taxes on our net
income. We do not have to contest any taxes, fines or penalties. We may, at our
option, charge you a liquidated monthly personal property management fee, to be
added to Rent payments owed under this Lease.

9. RETURN: Unless the Lease is renewed or you purchase the Products in
accordance with the terms of the Lease, you will immediately deliver the
Products and original operating system software, (including but not limited to
the operating software kit, manuals, cables, power cords, keys, etc.) in good
repair, operable condition and able to qualify for the manufacturer's warranty
service (ordinary wear and tear excepted) to any place in the continental United
States that we direct. You will pay all expenses for deinstalling, packing and
shipping and you will insure the Products for the full replacement value during
shipping. You will immediately pay us on demand the costs and expenses of all
missing or damaged Products (including the operating software kit).

10. PURCHASE OPTION; AUTOMATIC RENEWAL: If no Default exists under the Lease,
you will have the option at the end of the Lease Term to purchase all (but not
less than all) of the Products for the amount of the Purchase Option price shown
above which, if it is the then fair market value of the Products, will be as
determined by us, plus any applicable taxes. Unless the Purchase Option price is
$1, you must give us written notice at least ninety (90) days before the end of
the Lease Term that you will purchase the Products or that you will return the
Products to us. Unless you purchase the Products or return the Products to us on
the last day of the Lease Term, this Lease will automatically renew for an
additional ninety (90) day term and thereafter on a continuing month to month
basis until you give us thirty (30) days notice and deliver the Products to us.
During such renewal terms, the Rent payment will remain the same. If the Fair
Market Value Purchase Option has been selected we will use our reasonable
judgement to determine the Products' in place value. If you do not agree with
our determination, the fair market retail value will be determined for you at
your expense by an independent appraiser elected by us. Upon payment of the
Purchase Option price in full, we will transfer our interest in the Products to
you "AS-IS-WHERE-IS", without any warranty whatsoever, and the Lease will
terminate.

11. ASSIGNMENT: YOU MAY NOT ASSIGN, SELL, TRANSFER, OR SUBLEASE THE PRODUCTS OR
YOUR INTEREST IN THIS LEASE. We may, without notifying you, sell, assign, or
transfer the Lease and our rights in the Products. You agree that the new owner
will have the same rights and benefits that we have now under this Lease, but
not our obligations. The rights of the new owner will not be subject to any
claim, defense, or setoff that you may have against us.

12. DEFAULT: Each of the following is a default ("Default") under the Lease: (a)
you fail to pay any Rent or any other payment within 10 days of its due date;
(b) you do not perform any of your obligations under the Lease or in any other
agreement with us or with any of our affiliates and this failure continues for
10 days after we have notified you of it; (c) you become insolvent, you dissolve
or are dissolved, you assign your assets for the benefit of your creditors or
enter voluntarily or involuntarily any bankruptcy or other reorganization
proceeding; (c) you or any Guarantor provide us incorrect or untrue information
regarding any material matter in connection with your application for credit or
entering into this Lease; or (d) if this Lease has been guaranteed by someone
other than you, any guarantor of the Lease dies, does not perform its
obligations under the Guaranty or becomes subject to one of the events listed in
clause (c).

13. REMEDIES: If a Default occurs, we may do one or more of the following: (a)
we may cancel or terminate the Lease or any agreements that we have entered into
with you or withdraw any offer of credit; (b) we may require you to pay us, as
compensation for loss of our bargain and not as a penalty, a sum equal to (i)
the Stipulated Loss Value calculated under clause 6 plus (ii) all other amounts
due and to become due under the Lease; (c) we may require you to deliver the
Products to us as set forth in clause 9; (d) we or our agent may peacefully
repossess the Products without court order and you will not make any claims
against us for trespass, damages or any other reason and (e) we may exercise any
other right at law or in equity. You agree to pay all of our costs of enforcing
our rights against you, including reasonable attorney's fees. If we take
possession of the Products we may sell or otherwise dispose of the Products,
with or without notice at public or private sale and apply the net proceeds
(after we have deducted our costs related to the sale and disposition) to the
amounts that you owe us. You agree that if notice of a sale is required by law
to be given, 10 days notice will constitute reasonable notice. You will remain
responsible for any amounts that are due after we have applied such net
proceeds.

14. INDEMNITY: You are responsible for losses, damages, penalties, claims, costs
(including attorneys' fees and expenses), actions, suits and proceedings of
every kind, (collectively "Claims") whether based on a theory of strict
liability or otherwise caused by or related to this Lease or the Products,
(including any defects in the Products). You will reimburse us for, and if we
request defend us against, any Claims.

15. ARBITRATION: Either party to this Lease may choose to have any dispute,
claim, or controversy arising from or relating to this Lease, any prior
agreement or lease between the parties, any application or advertisement
related to this Lease or the validity of this arbitration clause or the
entire Lease, resolved by binding arbitration pursuant to the Commercial
Arbitration Rules of the American Arbitration Association. If such rules
conflict with this arbitration agreement, however, then the terms of this
arbitration agreement shall control. This arbitration agreement is made
pursuant to a transaction involving interstate commerce, and shall be
governed by the Federal Arbitration Act at 9 U.S.C. Section 1 ET SEQ.
Judgement upon the award rendered may be entered in any court having
jurisdiction. Any arbitration award in excess of $100,000 made pursuant to
this arbitration agreement may be appealed by the party against which the
award is made. Such appeal will be a de novo arbitration proceeding before
three arbitrators. The parties agree and understand that they may choose
arbitration instead of litigation to resolve disputes. The parties under that
that they have a right opportunity to litigate disputes in court, but may
elect to resolve their disputes through arbitration as provided herein. The
parties agree and understand that all disputes arising under case law,
statutory law, and all other laws including, but not limited to, all
contract, tort, and property disputes, may be subject to binding arbitration
in accord with this Lease. No class action or request for relief may be
brought under this arbitration agreement. You agree that you shall not have
the right to participate in arbitration or in court proceedings as a
representative or a member of any class of claimants pertaining to any claim
arising from or relating to this Lease. The parties agree and understand that
the arbitrator shall have all powers provided by law and this Lease, except
for powers limited or prohibited by this Lease. Notwithstanding anything
herein to the contrary, we retain an option to use judicial or non-judicial
relief to recover the Products or to enforce our security interest in the
Products, to enforce the monetary obligation secured by the Products or to
foreclose on the Products. Such judicial relief would take the form of a
lawsuit. The institution and maintenance of any action for judicial relief in
a court to foreclose upon any Products, to obtain a monetary judgment or to
enforce this Lease, shall not constitute a waiver of the right of any party
to compel arbitration regarding any other dispute or remedy subject to
arbitration in this Lease, including the filing of a counterclaim in a suit
brought by us pursuant to this provision. YOU UNDERSTAND AND AGREE THAT IN
ARBITRATION: YOU GIVE UP RIGHTS TO SEEK REMEDIES IN COURT, INCLUDING THE
RIGHT TO A JURY

Page 2 of 3

TRIAL; YOUR ABILITY TO COMPEL OTHER PARTIES TO PRODUCE DOCUMENTS OR BE
EXAMINED IS MORE LIMITED THAN IN A LAWSUIT; AND, YOUR RIGHTS TO APPEAL OR
CHANGE ANY ARBITRATION AWARD IN ANY COURT ARE STRICTLY LIMITED.

16. FINANCE LEASE: You agree that if Article 2A of the Uniform Commercial Code
applies to this Lease, this Lease will be considered a "finance lease" as
defined by Article 2A and by signing this Lease you acknowledge that either (1)
you have received, reviewed and approved the supply contract with the Supplier
or (2) we have informed you of the identity of the Supplier, that you may have
rights and warranties under the supply contracts for the Products and you may
contact the Supplier of the Products for a description of those rights and
warranties. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY WAIVE ANY AND
ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A.

17. MISCELLANEOUS: You agree that the terms and conditions of this Lease make up
the entire agreement between you and us regarding the lease of the Products. Any
change in the terms and conditions of the Lease must be in writing and signed by
us. You agree however, that we are authorized, without notice to you, to supply
missing information or correct obvious errors in this Lease. All of our rights
and remedies will survive termination of this Lease. All notices under this
Lease will be given in writing and will be considered given when deposited in
the U.S. mail, postage prepaid, addressed to the respective address given below
or to a substitute address specified in writing by one of us to the other. Any
failure of ours to require strict performance by you or any waiver by us of any
provision in this Lease will not be construed as a consent or waiver of any
other breach of the same or any provision. If any portion of this Lease is
deemed invalid, it will not affect the balance of this Lease. It is the express
intent of both of us not to violate any usury laws or to exceed the maximum
amount of time price differential, or interest as applicable permitted to be
charged, or collected under applicable law and any such excess payment will be
applied to payments under the Lease in inverse order of maturity and the
remaining payments will be refunded to you. If a signed copy of this Lease is
delivered to us by facsimile transmission, it will be binding on you, however,
we will not be bound by this Lease until we accept it by manually or
electronically signing it or by purchasing the Products, whichever occurs fist.
You waive notice of our acceptance and waive your right to receive a copy of the
accepted Lease. You agree that, notwithstanding any rule of evidence to the
contrary, in any hearing, trial or proceeding of any kind with respect to this
Lease, we may produce a copy of the Lease transmitted to us by facsimile
transmission that has been manually signed by us and such signed copy shall be
deemed to be the original of this Lease. To the extent (if any) that this Lease
constitutes chattel paper under the Uniform Commercial Code, no security
interest in this Lease may be created through the transfer and possession of any
copy or counterpart hereof except the copy with our original signature. If you
deliver this Lease to us by facsimile transmission, you acknowledge that we are
relying on your representation that this Lease has not been changed.

BY SIGNING THIS LEASE: (a) YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE
TERMS AND CONDITIONS OF THIS LEASE; (b) YOU AGREE THAT THIS LEASE IS A NET LEASE
AND YOU CANNOT TERMINATE OR CANCEL AND UPON ACCEPTANCE OF THE PRODUCTS YOU HAVE
AN UNCONDITIONAL OBLIGATION TO MAKE ALL PAYMENTS UNDER THIS LEASE AND YOU CANNOT
WITHHOLD, SETOFF OR REDUCE SUCH PAYMENTS FOR ANY REASON; (c) YOU AGREE THAT THE
PRODUCTS WILL RE USED FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL, FAMILY OR
HOUSEHOLD PURPOSES; (d) YOU CONFIRM THAT THE PERSON SIGNING THIS LEASE FOR YOU
HAS THE AUTHORITY TO DO SO AND TO GRANT THE POWER OF ATTORNEY IN SECTION 5; (e)
YOU AGREE THAT THIS LEASE WILL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS
AND YOU CONSENT TO THE JURISDICTION OF ANY COURT LOCATED WITHIN THAT STATE AND
YOU EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY AND (f) YOU CONFIRM THAT THE
INFORMATION IN ANY APPLICATION, STATEMENT, TRADE REFERENCE OR FINANCIAL REPORT
SUBMITTED TO US IS TRUE AND CORRECT AND YOU UNDERSTAND THAT ANY MATERIAL
MISREPRESENTATION SHALL CONSTITUTE A DEFAULT UNDER THE LEASE.

/s/ XXXXXX XXXXX

--------------------------------------------- -------------- ------------------------------------------ --------------
PRINT NAME AND TITLE 11/24/99 PRINT NAME AND TITLE
XXXXXX XXXXX, CONTROLLER DATE DATE
--------------------------------------------- -------------- ------------------------------------------ --------------

/NOT APPLICABLE/ FED ID # 00-0000000

FEDERAL EMPLOYEE ID # (or SOCIAL SECURITY NUMBER for SOLE PROPRIETORS)
THIS NUMBER MUST BE PROVIDED ON THE EXECUTED LEASE AGREEMENT

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PERSONAL AND CONTINUING GUARANTY OF LEASE NO. 005180742-001

--------------------------------------------------------------------------------
THIS PERSONAL AND CONTINUING GUARANTY ("GUARANTY") CREATES SPECIFIC LEGAL
OBLIGATIONS. WHEN WE USE THE WORDS YOU AND YOUR IN THIS GUARANTY WE MEAN THE
PERSONAL GUARANTORS INDICATED BELOW. WHEN WE USE THE WORDS WE, US AND OUR IN THE
GUARANTY WE MEAN THE LESSOR INDICATED IN THE LEASE AGREEMENT ABOVE (THE
"LEASE"). IN CONSIDERATION OF OUR ENTERING INTO THE LEASE, YOU UNCONDITIONALLY
AND IRREVOCABLY GUARANTEE TO US, OUR SUCCESSORS AND ASSIGNS, THE PROMPT PAYMENT
AND PERFORMANCE OF ALL OBLIGATIONS OF LESSEE UNDER THE LEASE REGARDLESS OF ANY
CIRCUMSTANCE WHICH MIGHT OTHERWISE BE A DEFENSE AVAILABLE TO, OR A DISCHARGE OF,
LESSEE OR YOU. YOU AGREE THAT THIS A GUARANTY OF PAYMENT AND NOT OF COLLECTION,
AND THAT WE CAN PROCEED DIRECTLY AGAINST YOU WITHOUT FIRST PROCEEDING AGAINST
LESSEE OR THE PRODUCTS. YOU WAIVE ALL DEFENSES AND NOTICES, INCLUDING THOSE OF
PROTEST, PRESENTMENT AND DEMAND, NOTICE OF ACCEPTANCE HEREOF AND ALL OTHER
NOTICES OF ANY KIND. YOU AGREE THAT WE CAN RENEW, EXTEND OR OTHERWISE MODIFY THE
TERMS OF THE LEASE WITHOUT RELEASING YOU. YOU WILL PAY ALL OUR EXPENSES
INCLUDING ATTORNEYS' FEES INCURRED BY US IN ENFORCING OUR RIGHTS AGAINST YOU.
THIS IS A CONTINUING GUARANTY THAT WILL NOT BE DISCHARGED OR AFFECTED BY YOUR
DEATH AND WILL BIND YOUR HEIRS, ADMINISTRATORS AND PERSONAL REPRESENTATIVES. WE
MAY, WITHOUT AFFECTING YOUR LIABILITY HEREUNDER, COMPROMISE OR RELEASE ANY
RIGHTS AGAINST LESSEE OR THE PRODUCTS OR YOU. YOU CONSENT TO THE TRANSFER, SALE
OR ANY OTHER DISPOSITION OF THE PRODUCTS AND THE LEASE. IF MORE THAN ONE PERSON
HAS SIGNED THIS GUARANTY, EACH OF YOU AGREES THAT ITS LIABILITY IS JOINT AND
SEVERAL. THE GUARANTY MAY BE ENFORCED BY ANY ASSIGNEE OR SUCCESSOR OF OURS TO
THE SAME EXTENT AS WE MAY ENFORCE IT. YOU AUTHORIZE US OR ANY OUR AFFILIATES TO
OBTAIN CREDIT BUREAU REPORTS REGARDING YOUR PERSONAL CREDIT AND MAKE OTHER
CREDIT INQUIRES THAT WE DETERMINE ARE NECESSARY. THIS GUARANTY SHALL BE GOVERNED
BY THE INTERNAL LAWS OF ILLINOIS. YOU EXPRESSLY AGREE TO ARBITRATION AS PROVIDED
IN PARAGRAPH 15.

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Date
------------- --------------------------------------------- ------------------------------------------------------
(Date Signed) INDIVIDUAL GUARANTOR NAME (PRINTED) GUARANTOR SOCIAL SECURITY NUMBER
--------------------------------------------- ------------------------------------------------------
By

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SIGNATURE INDIVIDUAL GUARANTOR (NO TITLE) GUARANTOR HOME ADDRESS (STREET CITY STATE AND ZIP CODE)

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Page 3 of 3

LEASE NO: 005180742-002

[LOGO]

FINANCIAL SERVICES
+

Company No: 05
THIS LEASE HAVE BEEN WRITTEN IN "PLAIN ENGLISH". WHEN WE USE YOU AND YOUR
IN THIS LEASE WE MEAN YOU, THE CUSTOMER WHO IS THE LESSEE INDICATED BELOW.
WHEN WE USE WE, US AND OUR WE MEAN THE LESSOR, DELL FINANCIAL SERVICES LP

---------------------------------------------------------------- ------------ ------------------- ---------------- -----------
FULL LEGAL NAME OF LESSEE LEASE TERM MONTHLY RENT MONTHLY
(MONTHS) PAYMENT^ PERSONAL
PROPERTY MGMT
XXXXXXXXX.XXX, INC. 36 FEE^
$774.36 $14.88
^Subject to ^Subject to
Applicable Applicable Tax
Tax
----------------------------------- ---------------------------- -------------------------------------------------------------
DBA NAME (IF ANY) TYPE OF BUSINESS FINANCING TERMS
CORPORATION Product Cost = $22,350.00
Doc. Fee* = $55.00
---------------------------------------------------------------
BILLING ADDRESS: STREET, CITY,
STATE, ZIP CODE *A $55.00 Documentation Fee IS included in the Monthly
Rent Payment shown above.
0000 XXXXXX XXX XXX X
XXXXX XXXX, XX 00000 **Charges to ship to you ARE NOT included in the Monthly Rental
Payment, and WILL appear as a one time charge on your first
invoice.
----------------------------------- ---------------------------- -------------------------------------------------------------
PRODUCT LOCATION GENERAL PRODUCT DESCRIPTION/SUPPLIER
SEE ATTACHMENT A SEE ATTACHMENT A
---------------------------------------------------------------- -------------------------------------------------------------
GUARANTOR (IF ANY) SOCIAL SECURITY NUMBER END OF LEASE PURCHASE OPTION
10% of Equipment Cost
---------------------------------------------------------------- -------------------------------------------------------------

TERMS AND CONDITIONS OF LEASE

1. LEASE; ACCEPTANCE AND COMMENCEMENT; TERM; RENT: We agree to lease to you
and you agree to lease from us the products, services, and software (the
"Products") described in Exhibit A to this lease on the terms and conditions
shown in this lease agreement (the "Lease"). With respect to services, we
will only finance one-time charges for services rendered in connection with
the Products. Services may include delivery and installation fees, internet
service plans, or similar services ("Services"). This Lease will begin and
Products will be deemed irrevocably accepted for purposes of this Lease five
(5) days after shipment from the Supplier (the "Commencement Date"). When you
receive the Products, you agree to inspect them promptly and advise us if
they are not in good working order. We honor Dell Computer Corporation's
("Dell") "Total Satisfaction Return Policy". If you return Dell branded
Products within 30 days after shipment from Dell, in the condition and manner
required by Dell, you may terminate the Lease. You are responsible for
freight charges to deliver and return the Products. Complete details
regarding the "Total Satisfaction Return Policy" are included in the
manufacturer's documentation provided to you with the Products. The first
Rent payment is due thirty (30) days after the Commencement Date, and
subsequent payments of Rent are due on the same date of each subsequent month
(or the last day of the month if there is no such date). You agree to pay us
the Rent for the number of months of the Lease Term stated above. You will
make all payments required under this Lease to us at the address we specify
in writing. You authorize us to adjust the Rent amount by not more than 15%
if the actual Product Cost (which is all amounts we have paid or will pay in
connection with the purchase, delivery and installation of the Products,
including any trade-up and buyout amounts, or amounts incurred by us as a
result of changes you make to your order with the Supplier) differs from the
Product Cost shown above. If any payment of Rent or other amount payable to
us is not paid within ten (10) days after the due date, you will pay us a
late charge equal to the greater of (i) 5% of the late payment amount or (ii)
$5.00 for each late payment (or if less, the highest amount permitted by
applicable law).

2. NO WARRANTIES. WE ARE LEASING THE PRODUCTS TO YOU "AS IS". YOU ACKNOWLEDGE
THAT WE DO NOT MANUFACTURE OR SUPPLY THE PRODUCTS. WE DO NOT REPRESENT THE
MANUFACTURER OR SUPPLIER AND YOU HAVE SELECTED THE PRODUCTS AND THE SUPPLIER
BASED ON YOUR OWN JUDGMENT. WE MAKE NO WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE
OF THE PRODUCT OR ANY SERVICES. WE HEREBY ASSIGN ALL WARRANTIES MADE TO USE
BY SUPPLIER, MANUFACTURER, AND ANY SERVICE PROVIDER TO YOU, AND YOU AGREE
THAT YOU WILL MAKE ALL CLAIMS OF ANY KIND RELATING TO THE PRODUCTS OR
SERVICES AGAINST SUCH SUPPLIER, MANUFACTURER, AND/OR SERVICE PROVIDER.

3. SELECTION AND ORDERING OF PRODUCTS: You select the type and quality of the
Products subject to this Lease. If you have entered into a purchase or supply
contract ("Supply Contract") with any Supplier, you assign your rights but
not your obligations (other than the obligation to pay for the Products if
accepted by you under this Lease) effective prior to the passage of title by
the Supplier to you.

4. LOCATION; USE; ALTERATIONS; INSPECTION: You will use the Products solely
at the location specified in the Lease, or if none is specified, at your
billing address. Except for temporary relocation of laptop personal
computers, you may not move the Products without our prior written consent,
which shall not be unreasonably withheld. At your own expense, you will
maintain the Products in good repair, condition and functional order (except
for ordinary wear and tear) and will use them in compliance with all
applicable laws. You will use all software in accordance with the end user
license terms of the applicable software license agreement ("License"). You
may make additions or improvements to the Products unless the addition or
improvement would violate any License, decrease the value of Products, or
impair their utility. You may remove any such addition or improvement at the
end of the Lease if (i) you repair any damage to Products resulting from the
removal; (ii) you restore the Products to their original and functional
condition (excluding ordinary wear and tear); and, (iii) the removal does not
violate any License or render the Products incapable of use or operation. All
additions or improvements not removed will become our property at no cost to
us. You agree that, we, our assignees, and agents, may inspect the Products
at the premises where the Products are located at any reasonable time with
prior notice.

B S D

Page 1 of 3 +

5. TITLE; QUIET ENJOYMENT; PERSONAL PROPERTY; FILING: We are the owner of and
will hold title to the Products. You will keep the Products free from any and
all liens, encumbrances and claims. So long as you are not in Default under
the Lease, we will not interfere with your quiet use and enjoyment of the
Products during the Lease Term or any renewal term. Unless the Purchase
Option is $1, you agree that this transaction is intended to be a true lease
under UCC Article 2A. However, if this transaction is deemed to be a lease
intended for security under UCC Article 9, you grant us a purchase money
security interest in the Products (including any replacements, substitutions,
additions, attachments and proceeds). You authorize us to file a copy of this
Lease as a UCC-1 financing statement (UCC-1) and hereby appoint us or our
designee as your attorney-in-fact to sign on your behalf and to file UCC-1's
covering the Products. You agree to pay a one-time Documentation Fee to cover
our costs for such filing and other documentation costs.

7. INSURANCE: You will provide and maintain, at your expense, (a) property
insurance against the loss or theft of or damage to the Products, for their
full replacement value naming us as loss payee and (b) public liability and
third party property damage insurance naming us as an additional insured. All
insurance shall be in a form and amount and with companies satisfactory to us
and will provide that we will be given thirty (30) days written notice before
cancellation or material change of the policy. At our request, you will
deliver the policies or certificates of insurance to us. If you do not give
us evidence of insurance acceptable to use we have the right, but not the
obligation, to obtain such insurance covering our interest in the Products
for the Lease Term. The cost for such insurance will be an additional amount
due from you under the Lease.

8. TAXES: You will pay when due, either directly or to us on demand, all
taxes (local, state and federal), fines or penalties which may now or
hereafter be imposed or levied upon the Lease and the Products, excluding
taxes on our net income. We do not have to contest any taxes, fines or
penalties. We may, at our option, charge you a liquidated monthly personal
property management fee, to be added to Rent payments owed under this Lease.

9. RETURN: Unless the Lease is renewed or you purchase the Products in
accordance with the terms of the Lease, you will immediately deliver the
Products and original operating system software, (including but not limited
to the operating software kit, manuals, cables, power cords, keys, etc.) in
good repair, operable condition and able to qualify for the manufacturer's
warranty service (ordinary wear and tear excepted) to any place in the
continental United States that we direct. You will pay all expenses for
deinstalling, packing and shipping and you will insure the Products for the
full replacement value during shipping. You will immediately pay us on demand
the costs and expenses of all missing or damaged Products (including the
operating software kit).

10. PURCHASE OPTION; AUTOMATIC RENEWAL: If no Default exists under the Lease,
you will have the option at the end of the Lease Term to purchase all (but
not less than all) of the Products for the amount of the Purchase Option
price shown above which, if it is the then fair market value of the Products,
will be as determined by us, plus any applicable taxes. Unless the Purchase
Option price is $1, you must give us written notice at least ninety (90) days
before the end of the Lease Term that you will purchase the Products or that
you will return the Products to us. Unless you purchase the Products or
return the Products to us on the last day of the Lease Term, this Lease will
automatically renew for an additional ninety (90) day term and thereafter on
a continuing month to month basis until you give us thirty (30) days notice
and deliver the Products to us. During such renewal terms, the Rent payment
will remain the same. If the Fair Market Value Purchase Option has been
selected we will use our reasonable judgement to determine the Products' in
place value. If you do not agree with our determination, the fair market
retail value will be determined for you at your expense by an independent
appraiser elected by us. Upon payment of the Purchase Option price in full,
we will transfer our interest in the Products to you "AS-IS-WHERE-IS",
without any warranty whatsoever, and the Lease will terminate.

11. ASSIGNMENT: YOU MAY NOT ASSIGN, SELL, TRANSFER, OR SUBLEASE THE PRODUCTS
OR YOUR INTEREST IN THIS LEASE. We may, without notifying you, sell, assign,
or transfer the Lease and our rights in the Products. You agree that the new
owner will have the same rights and benefits that we have now under this
Lease, but not our obligations. The rights of the new owner will not be
subject to any claim, defense, or setoff that you may have against us.

12. DEFAULT: Each of the following is a default ("Default") under the Lease:
(a) you fail to pay any Rent or any other payment within 10 days of its due
date; (b) you do not perform any of your obligations under the Lease or in
any other agreement with us or with any of our affiliates and this failure
continues for 10 days after we have notified you of it; (c) you become
insolvent, you dissolve or are dissolved, you assign your assets for the
benefit of your creditors or enter voluntarily or involuntarily any
bankruptcy or other reorganization proceeding; (c) you or any Guarantor
provide us incorrect or untrue information regarding any material matter in
connection with your application for credit or entering into this Lease; or
(d) if this Lease has been guaranteed by someone other than you, any
guarantor of the Lease dies, does not perform its obligations under the
Guaranty or becomes subject to one of the events listed in clause (c).

13. REMEDIES: If a Default occurs, we may do one or more of the following:
(a) we may cancel or terminate the Lease or any agreements that we have
entered into with you or withdraw any offer of credit; (b) we may require you
to pay us, as compensation for loss of our bargain and not as a penalty, a
sum equal to (i) the Stipulated Loss Value calculated under clause 6 plus
(ii) all other amounts due and to become due under the Lease; (c) we may
require you to deliver the Products to us as set forth in clause 9; (d) we or
our agent may peacefully repossess the Products without court order and you
will not make any claims against us for trespass, damages or any other reason
and (e) we may exercise any other right at law or in equity. You agree to pay
all of our costs of enforcing our rights against you, including reasonable
attorney's fees. If we take possession of the Products we may sell or
otherwise dispose of the Products, with or without notice at public or
private sale and apply the net proceeds (after we have deducted our costs
related to the sale and disposition) to the amounts that you owe us. You
agree that if notice of a sale is required by law to be given, 10 days notice
will constitute reasonable notice. You will remain responsible for any
amounts that are due after we have applied such net proceeds.

14. INDEMNITY: You are responsible for losses, damages, penalties, claims,
costs (including attorneys' fees and expenses), actions, suits and
proceedings of every kind, (collectively "Claims") whether based on a theory
of strict liability or otherwise caused by or related to this Lease or the
Products, (including any defects in the Products). You will reimburse us for,
and if we request defend us against, any Claims.

Page 2 of 3

16. FINANCE LEASE: You agree that if Article 2A of the Uniform Commercial
Code applies to this Lease, this Lease will be considered a "finance lease"
as defined by Article 2A and by signing this Lease you acknowledge that
either (1) you have received, reviewed and approved the supply contract with
the Supplier or (2) we have informed you of the identity of the Supplier,
that you may have rights and warranties under the supply contracts for the
Products and you may contact the Supplier of the Products for a description
of those rights and warranties. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
YOU HEREBY WAIVE ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY
ARTICLE 2A.

17. MISCELLANEOUS: You agree that the terms and conditions of this Lease make
up the entire agreement between you and us regarding the lease of the
Products. Any change in the terms and conditions of the Lease must be in
writing and signed by us. You agree however, that we are authorized, without
notice to you, to supply missing information or correct obvious errors in
this Lease. All of our rights and remedies will survive termination of this
Lease. All notices under this Lease will be given in writing and will be
considered given when deposited in the U.S. mail, postage prepaid, addressed
to the respective address given below or to a substitute address specified in
writing by one of us to the other. Any failure of ours to require strict
performance by you or any waiver by us of any provision in this Lease will
not be construed as a consent or waiver of any other breach of the same or
any provision. If any portion of this Lease is deemed invalid, it will not
affect the balance of this Lease. It is the express intent of both of us not
to violate any usury laws or to exceed the maximum amount of time
pricedifferential, or interest as applicable permitted to be charged, or
collected under applicable law and any such excess payment will be applied to
payments under the Lease in inverse order of maturity and the remaining
payments will be refunded to you. If a signed copy of this Lease is delivered
to us by facsimile transmission, it will be binding on you, however, we will
not be bound by this Lease until we accept it by manually or electronically
signing it or by purchasing the Products, whichever occurs fist. You waive
notice of our acceptance and waive your right to receive a copy of the
accepted Lease. You agree that, notwithstanding any rule of evidence to the
contrary, in any hearing, trial or proceeding of any kind with respect to
this Lease, we may produce a copy of the Lease transmitted to us by facsimile
transmission that has been manually signed by us and such signed copy shall
be deemed to be the original of this Lease. To the extent (if any) that this
Lease constitutes chattel paper under the Uniform Commercial Code, no
security interest in this Lease may be created through the transfer and
possession of any copy or counterpart hereof except the copy with our
original signature. If you deliver this Lease to us by facsimile
transmission, you acknowledge that we are relying on your representation that
this Lease has not been changed.

BY SIGNING THIS LEASE: (a) YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND
THE TERMS AND CONDITIONS OF THIS LEASE; (b) YOU AGREE THAT THIS LEASE IS A
NET LEASE AND YOU CANNOT TERMINATE OR CANCEL AND UPON ACCEPTANCE OF THE
PRODUCTS YOU HAVE AN UNCONDITIONAL OBLIGATION TO MAKE ALL PAYMENTS UNDER THIS
LEASE AND YOU CANNOT WITHHOLD, SETOFF OR REDUCE SUCH PAYMENTS FOR ANY REASON;
(c) YOU AGREE THAT THE PRODUCTS WILL RE USED FOR BUSINESS PURPOSES ONLY AND
NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES; (d) YOU CONFIRM THAT THE
PERSON SIGNING THIS LEASE FOR YOU HAS THE AUTHORITY TO DO SO AND TO GRANT THE
POWER OF ATTORNEY IN SECTION 5; (e) YOU AGREE THAT THIS LEASE WILL BE
GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS AND YOU CONSENT TO THE
JURISDICTION OF ANY COURT LOCATED WITHIN THAT STATE AND YOU EXPRESSLY WAIVE
THE RIGHT TO A TRIAL BY JURY AND (f) YOU CONFIRM THAT THE INFORMATION IN ANY
APPLICATION, STATEMENT, TRADE REFERENCE OR FINANCIAL REPORT SUBMITTED TO US
IS TRUE AND CORRECT AND YOU UNDERSTAND THAT ANY MATERIAL MISREPRESENTATION
SHALL CONSTITUTE A DEFAULT UNDER THE LEASE.

------------------------------------------------------------ ---------------------------------------------------------
LESSEE: LESSOR:
XXXXXXXXX.XXX, INC. Dell Financial Services L.P. (000) 000-0000
P.O. Box 99200 FAX (512) 671-814
000 X Xxxxx Xxxxxx 0xx Xxxxx
Xxxxxxx, XX 00000
------------------------------------------------------------ ---------------------------------------------------------
AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE
/s/ XXXXXX XXXXX
--------------------------------------------- -------------- ------------------------------------------ --------------
PRINT NAME AND TITLE 12/15/99 PRINT NAME AND TITLE
XXXXXX XXXXX, CONTROLLER DATE DATE
--------------------------------------------- -------------- ------------------------------------------ --------------

770384549

FEDERAL EMPLOYEE ID # (or SOCIAL SECURITY NUMBER for SOLE PROPRIETORS)
THIS NUMBER MUST BE PROVIDED ON THE EXECUTED LEASE AGREEMENT

-----------------------------------------------------------------------------------------------------------------------

PERSONAL AND CONTINUING GUARANTY OF LEASE NO. 005180742-002

-----------------------------------------------------------------------------------------------------------------------
THIS PERSONAL AND CONTINUING GUARANTY ("GUARANTY") CREATES SPECIFIC LEGAL
OBLIGATIONS. WHEN WE USE THE WORDS YOU AND YOUR IN THIS GUARANTY WE MEAN THE
PERSONAL GUARANTORS INDICATED BELOW. WHEN WE USE THE WORDS WE, US AND OUR IN THE
GUARANTY WE MEAN THE LESSOR INDICATED IN THE LEASE AGREEMENT ABOVE (THE
"LEASE"). IN CONSIDERATION OF OUR ENTERING INTO THE LEASE, YOU UNCONDITIONALLY
AND IRREVOCABLY GUARANTEE TO US, OUR SUCCESSORS AND ASSIGNS, THE PROMPT PAYMENT
AND PERFORMANCE OF ALL OBLIGATIONS OF LESSEE UNDER THE LEASE REGARDLESS OF ANY
CIRCUMSTANCE WHICH MIGHT OTHERWISE BE A DEFENSE AVAILABLE TO, OR A DISCHARGE OF,
LESSEE OR YOU. YOU AGREE THAT THIS A GUARANTY OF PAYMENT AND NOT OF COLLECTION,
AND THAT WE CAN PROCEED DIRECTLY AGAINST YOU WITHOUT FIRST PROCEEDING AGAINST
LESSEE OR THE PRODUCTS. YOU WAIVE ALL DEFENSES AND NOTICES, INCLUDING THOSE OF
PROTEST, PRESENTMENT AND DEMAND, NOTICE OF ACCEPTANCE HEREOF AND ALL OTHER
NOTICES OF ANY KIND. YOU AGREE THAT WE CAN RENEW, EXTEND OR OTHERWISE MODIFY THE
TERMS OF THE LEASE WITHOUT RELEASING YOU. YOU WILL PAY ALL OUR EXPENSES
INCLUDING ATTORNEYS' FEES INCURRED BY US IN ENFORCING OUR RIGHTS AGAINST YOU.
THIS IS A CONTINUING GUARANTY THAT WILL NOT BE DISCHARGED OR AFFECTED BY YOUR
DEATH AND WILL BIND YOUR HEIRS, ADMINISTRATORS AND PERSONAL REPRESENTATIVES. WE
MAY, WITHOUT AFFECTING YOUR LIABILITY HEREUNDER, COMPROMISE OR RELEASE ANY
RIGHTS AGAINST LESSEE OR THE PRODUCTS OR YOU. YOU CONSENT TO THE TRANSFER, SALE
OR ANY OTHER DISPOSITION OF THE PRODUCTS AND THE LEASE. IF MORE THAN ONE PERSON
HAS SIGNED THIS GUARANTY, EACH OF YOU AGREES THAT ITS LIABILITY IS JOINT AND
SEVERAL. THE GUARANTY MAY BE ENFORCED BY ANY ASSIGNEE OR SUCCESSOR OF OURS TO
THE SAME EXTENT AS WE MAY ENFORCE IT. YOU AUTHORIZE US OR ANY OUR AFFILIATES TO
OBTAIN CREDIT BUREAU REPORTS REGARDING YOUR PERSONAL CREDIT AND MAKE OTHER
CREDIT INQUIRES THAT WE DETERMINE ARE NECESSARY. THIS GUARANTY SHALL BE GOVERNED
BY THE INTERNAL LAWS OF ILLINOIS. YOU EXPRESSLY AGREE TO ARBITRATION AS PROVIDED
IN PARAGRAPH 15.

-----------------------------------------------------------------------------------------------------------------------
Date
--------------
(Date Signed)
--------------------------------------------- ------------------------------------------------------
INDIVIDUAL GUARANTOR NAME (PRINTED) GUARANTOR SOCIAL SECURITY NUMBER

--------------------------------------------- ------------------------------------------------------
By

--------------------------------------------- ------------------------------------------------------
SIGNATURE INDIVIDUAL GUARANTOR (NO TITLE) GUARANTOR HOME ADDRESS (STREET CITY STATE AND ZIP CODE)
-----------------------------------------------------------------------------------------------------------------------

Page 3 of 3

LEASE NO: 005180742-003

[LOGO]

FINANCIAL SERVICES
+

0000 XXXXXX XXX STE H **Charges to ship to you ARE NOT included in the Monthly Rental
MENLO PARK, CA 94025 Payment, and WILL appear as a one time charge on your first
invoice.
---------------------------------------------------------------- -------------------------------------------------------------
PRODUCT LOCATION GENERAL PRODUCT DESCRIPTION/SUPPLIER
SEE ATTACHMENT A SEE ATTACHMENT A
---------------------------------------------------------------- -------------------------------------------------------------
GUARANTOR (IF ANY) SOCIAL SECURITY NUMBER END OF LEASE PURCHASE OPTION
10% of Equipment Cost
---------------------------------------------------------------- -------------------------------------------------------------

TERMS AND CONDITIONS OF LEASE

1. LEASE; ACCEPTANCE AND COMMENCEMENT; TERM; RENT: We agree to lease to you
and you agree to lease from us the products, services, and software (the
"Products") described in Exhibit A to this lease on the terms and conditions
shown in this lease agreement (the "Lease"). With respect to services, we
will only finance one-time charges for services rendered in connection with
the Products. Services may include delivery and installation fees, internet
service plans, or similar services ("Services"). This Lease will begin and
Products will be deemed irrevocably accepted for purposes of this Lease five
(5) days after shipment from the Supplier (the "Commencement Date"). When you
receive the Products, you agree to inspect them promptly and advise us if
they are not in good working order. We honor Dell Computer Corporation's
("Dell") "Total Satisfaction Return Policy". If you return Dell branded
Products within 30 days after shipment from Dell, in the condition and manner
required by Dell, you may terminate the Lease. You are responsible for
freight charges to deliver and return the Products. Complete details
regarding the "Total Satisfaction Return Policy" are included in the
manufacturer's documentation provided to you with the Products. The first
Rent payment is due thirty (30) days after the Commencement Date, and
subsequent payments of Rent are due on the same date of each subsequent month
(or the last day of the month if there is no such date). You agree to pay us
the Rent for the number of months of the Lease Term stated above. You will
make all payments required under this Lease to us at the address we specify
in writing. You authorize us to adjust the Rent amount by not more than 15%
if the actual Product Cost (which is all amounts we have paid or will pay in
connection with the purchase, delivery and installation of the Products,
including any trade-up and buyout amounts, or amounts incurred by us as a
result of changes you make to your order with the Supplier) differs from the
Product Cost shown above. If any payment of Rent or other amount payable to
us is not paid within ten (10) days after the due date, you will pay us a
late charge equal to the greater of (i) 5% of the late payment amount or (ii)
$5.00 for each late payment (or if less, the highest amount permitted by
applicable law).

2. NO WARRANTIES. WE ARE LEASING THE PRODUCTS TO YOU "AS IS". YOU ACKNOWLEDGE
THAT WE DO NOT MANUFACTURE OR SUPPLY THE PRODUCTS. WE DO NOT REPRESENT THE
MANUFACTURER OR SUPPLIER AND YOU HAVE SELECTED THE PRODUCTS AND THE SUPPLIER
BASED ON YOUR OWN JUDGMENT. WE MAKE NO WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE
OF THE PRODUCT OR ANY SERVICES. WE HEREBY ASSIGN ALL WARRANTIES MADE TO USE
BY SUPPLIER, MANUFACTURER, AND ANY SERVICE PROVIDER TO YOU, AND YOU AGREE
THAT YOU WILL MAKE ALL CLAIMS OF ANY KIND RELATING TO THE PRODUCTS OR
SERVICES AGAINST SUCH SUPPLIER, MANUFACTURER, AND/OR SERVICE PROVIDER.

3. SELECTION AND ORDERING OF PRODUCTS: You select the type and quality of the
Products subject to this Lease. If you have entered into a purchase or supply
contract ("Supply Contract") with any Supplier, you assign your rights but
not your obligations (other than the obligation to pay for the Products if
accepted by you under this Lease) effective prior to the passage of title by
the Supplier to you.

4. LOCATION; USE; ALTERATIONS; INSPECTION: You will use the Products solely
at the location specified in the Lease, or if none is specified, at your
billing address. Except for temporary relocation of laptop personal
computers, you may not move the Products without our prior written consent,
which shall not be unreasonably withheld. At your own expense, you will
maintain the Products in good repair, condition and functional order (except
for ordinary wear and tear) and will use them in compliance with all
applicable laws. You will use all software in accordance with the end user
license terms of the applicable software license agreement ("License"). You
may make additions or improvements to the Products unless the addition or
improvement would violate any License, decrease the value of Products, or
impair their utility. You may remove any such addition or improvement at the
end of the Lease if (i) you repair any damage to Products resulting from the
removal; (ii) you restore the Products to their original and functional
condition (excluding ordinary wear and tear); and, (iii) the removal does not
violate any License or render the Products incapable of use or operation. All
additions or improvements not removed will become our property at no cost to
us. You agree that, we, our assignees, and agents, may inspect the Products
at the premises where the Products are located at any reasonable time with
prior notice.

B S D

Page 1 of 3 +

5. TITLE; QUIET ENJOYMENT; PERSONAL PROPERTY; FILING: We are the owner of and
will hold title to the Products. You will keep the Products free from any and
all liens, encumbrances and claims. So long as you are not in Default under
the Lease, we will not interfere with your quiet use and enjoyment of the
Products during the Lease Term or any renewal term. Unless the Purchase
Option is $1, you agree that this transaction is intended to be a true lease
under UCC Article 2A. However, if this transaction is deemed to be a lease
intended for security under UCC Article 9, you grant us a purchase money
security interest in the Products (including any replacements, substitutions,
additions, attachments and proceeds). You authorize us to file a copy of this
Lease as a UCC-1 financing statement (UCC-1) and hereby appoint us or our
designee as your attorney-in-fact to sign on your behalf and to file UCC-1's
covering the Products. You agree to pay a one-time Documentation Fee to cover
our costs for such filing and other documentation costs.

7. INSURANCE: You will provide and maintain, at your expense, (a) property
insurance against the loss or theft of or damage to the Products, for their
full replacement value naming us as loss payee and (b) public liability and
third party property damage insurance naming us as an additional insured. All
insurance shall be in a form and amount and with companies satisfactory to us
and will provide that we will be given thirty (30) days written notice before
cancellation or material change of the policy. At our request, you will
deliver the policies or certificates of insurance to us. If you do not give
us evidence of insurance acceptable to use we have the right, but not the
obligation, to obtain such insurance covering our interest in the Products
for the Lease Term. The cost for such insurance will be an additional amount
due from you under the Lease.

8. TAXES: You will pay when due, either directly or to us on demand, all
taxes (local, state and federal), fines or penalties which may now or
hereafter be imposed or levied upon the Lease and the Products, excluding
taxes on our net income. We do not have to contest any taxes, fines or
penalties. We may, at our option, charge you a liquidated monthly personal
property management fee, to be added to Rent payments owed under this Lease.

9. RETURN: Unless the Lease is renewed or you purchase the Products in
accordance with the terms of the Lease, you will immediately deliver the
Products and original operating system software, (including but not limited
to the operating software kit, manuals, cables, power cords, keys, etc.) in
good repair, operable condition and able to qualify for the manufacturer's
warranty service (ordinary wear and tear excepted) to any place in the
continental United States that we direct. You will pay all expenses for
deinstalling, packing and shipping and you will insure the Products for the
full replacement value during shipping. You will immediately pay us on demand
the costs and expenses of all missing or damaged Products (including the
operating software kit).

10. PURCHASE OPTION; AUTOMATIC RENEWAL: If no Default exists under the Lease,
you will have the option at the end of the Lease Term to purchase all (but
not less than all) of the Products for the amount of the Purchase Option
price shown above which, if it is the then fair market value of the Products,
will be as determined by us, plus any applicable taxes. Unless the Purchase
Option price is $1, you must give us written notice at least ninety (90) days
before the end of the Lease Term that you will purchase the Products or that
you will return the Products to us. Unless you purchase the Products or
return the Products to us on the last day of the Lease Term, this Lease will
automatically renew for an additional ninety (90) day term and thereafter on
a continuing month to month basis until you give us thirty (30) days notice
and deliver the Products to us. During such renewal terms, the Rent payment
will remain the same. If the Fair Market Value Purchase Option has been
selected we will use our reasonable judgement to determine the Products' in
place value. If you do not agree with our determination, the fair market
retail value will be determined for you at your expense by an independent
appraiser elected by us. Upon payment of the Purchase Option price in full,
we will transfer our interest in the Products to you "AS-IS-WHERE-IS",
without any warranty whatsoever, and the Lease will terminate.

11. ASSIGNMENT: YOU MAY NOT ASSIGN, SELL, TRANSFER, OR SUBLEASE THE PRODUCTS
OR YOUR INTEREST IN THIS LEASE. We may, without notifying you, sell, assign,
or transfer the Lease and our rights in the Products. You agree that the new
owner will have the same rights and benefits that we have now under this
Lease, but not our obligations. The rights of the new owner will not be
subject to any claim, defense, or setoff that you may have against us.

12. DEFAULT: Each of the following is a default ("Default") under the Lease:
(a) you fail to pay any Rent or any other payment within 10 days of its due
date; (b) you do not perform any of your obligations under the Lease or in
any other agreement with us or with any of our affiliates and this failure
continues for 10 days after we have notified you of it; (c) you become
insolvent, you dissolve or are dissolved, you assign your assets for the
benefit of your creditors or enter voluntarily or involuntarily any
bankruptcy or other reorganization proceeding; (c) you or any Guarantor
provide us incorrect or untrue information regarding any material matter in
connection with your application for credit or entering into this Lease; or
(d) if this Lease has been guaranteed by someone other than you, any
guarantor of the Lease dies, does not perform its obligations under the
Guaranty or becomes subject to one of the events listed in clause (c).

13. REMEDIES: If a Default occurs, we may do one or more of the following:
(a) we may cancel or terminate the Lease or any agreements that we have
entered into with you or withdraw any offer of credit; (b) we may require you
to pay us, as compensation for loss of our bargain and not as a penalty, a
sum equal to (i) the Stipulated Loss Value calculated under clause 6 plus
(ii) all other amounts due and to become due under the Lease; (c) we may
require you to deliver the Products to us as set forth in clause 9; (d) we or
our agent may peacefully repossess the Products without court order and you
will not make any claims against us for trespass, damages or any other reason
and (e) we may exercise any other right at law or in equity. You agree to pay
all of our costs of enforcing our rights against you, including reasonable
attorney's fees. If we take possession of the Products we may sell or
otherwise dispose of the Products, with or without notice at public or
private sale and apply the net proceeds (after we have deducted our costs
related to the sale and disposition) to the amounts that you owe us. You
agree that if notice of a sale is required by law to be given, 10 days notice
will constitute reasonable notice. You will remain responsible for any
amounts that are due after we have applied such net proceeds.

14. INDEMNITY: You are responsible for losses, damages, penalties, claims,
costs (including attorneys' fees and expenses), actions, suits and
proceedings of every kind, (collectively "Claims") whether based on a theory
of strict liability or otherwise caused by or related to this Lease or the
Products, (including any defects in the Products). You will reimburse us for,
and if we request defend us against, any Claims.

Page 2 of 3

16. FINANCE LEASE: You agree that if Article 2A of the Uniform Commercial
Code applies to this Lease, this Lease will be considered a "finance lease"
as defined by Article 2A and by signing this Lease you acknowledge that
either (1) you have received, reviewed and approved the supply contract with
the Supplier or (2) we have informed you of the identity of the Supplier,
that you may have rights and warranties under the supply contracts for the
Products and you may contact the Supplier of the Products for a description
of those rights and warranties. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
YOU HEREBY WAIVE ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY
ARTICLE 2A.

17. MISCELLANEOUS: You agree that the terms and conditions of this Lease make
up the entire agreement between you and us regarding the lease of the
Products. Any change in the terms and conditions of the Lease must be in
writing and signed by us. You agree however, that we are authorized, without
notice to you, to supply missing information or correct obvious errors in
this Lease. All of our rights and remedies will survive termination of this
Lease. All notices under this Lease will be given in writing and will be
considered given when deposited in the U.S. mail, postage prepaid, addressed
to the respective address given below or to a substitute address specified in
writing by one of us to the other. Any failure of ours to require strict
performance by you or any waiver by us of any provision in this Lease will
not be construed as a consent or waiver of any other breach of the same or
any provision. If any portion of this Lease is deemed invalid, it will not
affect the balance of this Lease. It is the express intent of both of us not
to violate any usury laws or to exceed the maximum amount of time price
differential, or interest as applicable permitted to be charged, or collected
under applicable law and any such excess payment will be applied to payments
under the Lease in inverse order of maturity and the remaining payments will
be refunded to you. If a signed copy of this Lease is delivered to us by
facsimile transmission, it will be binding on you, however, we will not be
bound by this Lease until we accept it by manually or electronically signing
it or by purchasing the Products, whichever occurs fist. You waive notice of
our acceptance and waive your right to receive a copy of the accepted Lease.
You agree that, notwithstanding any rule of evidence to the contrary, in any
hearing, trial or proceeding of any kind with respect to this Lease, we may
produce a copy of the Lease transmitted to us by facsimile transmission that
has been manually signed by us and such signed copy shall be deemed to be the
original of this Lease. To the extent (if any) that this Lease constitutes
chattel paper under the Uniform Commercial Code, no security interest in this
Lease may be created through the transfer and possession of any copy or
counterpart hereof except the copy with our original signature. If you
deliver this Lease to us by facsimile transmission, you acknowledge that we
are relying on your representation that this Lease has not been changed.

BY SIGNING THIS LEASE: (a) YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND
THE TERMS AND CONDITIONS OF THIS LEASE; (b) YOU AGREE THAT THIS LEASE IS A
NET LEASE AND YOU CANNOT TERMINATE OR CANCEL AND UPON ACCEPTANCE OF THE
PRODUCTS YOU HAVE AN UNCONDITIONAL OBLIGATION TO MAKE ALL PAYMENTS UNDER THIS
LEASE AND YOU CANNOT WITHHOLD, SETOFF OR REDUCE SUCH PAYMENTS FOR ANY REASON;
(c) YOU AGREE THAT THE PRODUCTS WILL RE USED FOR BUSINESS PURPOSES ONLY AND
NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES; (d) YOU CONFIRM THAT THE
PERSON SIGNING THIS LEASE FOR YOU HAS THE AUTHORITY TO DO SO AND TO GRANT THE
POWER OF ATTORNEY IN SECTION 5; (e) YOU AGREE THAT THIS LEASE WILL BE
GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS AND YOU CONSENT TO THE
JURISDICTION OF ANY COURT LOCATED WITHIN THAT STATE AND YOU EXPRESSLY WAIVE
THE RIGHT TO A TRIAL BY JURY AND (f) YOU CONFIRM THAT THE INFORMATION IN ANY
APPLICATION, STATEMENT, TRADE REFERENCE OR FINANCIAL REPORT SUBMITTED TO US
IS TRUE AND CORRECT AND YOU UNDERSTAND THAT ANY MATERIAL MISREPRESENTATION
SHALL CONSTITUTE A DEFAULT UNDER THE LEASE.

/s/ XXXXXX XXXXX
--------------------------------------------- -------------- ------------------------------------------ --------------
PRINT NAME AND TITLE 1/11/2000 PRINT NAME AND TITLE
XXXXXX XXXXX, CONTROLLER DATE DATE
--------------------------------------------- -------------- ------------------------------------------ --------------
770384549

FEDERAL EMPLOYEE ID # (or SOCIAL SECURITY NUMBER for SOLE PROPRIETORS)
THIS NUMBER MUST BE PROVIDED ON THE EXECUTED LEASE AGREEMENT
-----------------------------------------------------------------------------------------------------------------------
PERSONAL AND CONTINUING GUARANTY OF LEASE NO. 005180742-003
-----------------------------------------------------------------------------------------------------------------------
THIS PERSONAL AND CONTINUING GUARANTY ("GUARANTY") CREATES SPECIFIC LEGAL
OBLIGATIONS. WHEN WE USE THE WORDS YOU AND YOUR IN THIS GUARANTY WE MEAN THE
PERSONAL GUARANTORS INDICATED BELOW. WHEN WE USE THE WORDS WE, US AND OUR IN THE
GUARANTY WE MEAN THE LESSOR INDICATED IN THE LEASE AGREEMENT ABOVE (THE
"LEASE"). IN CONSIDERATION OF OUR ENTERING INTO THE LEASE, YOU UNCONDITIONALLY
AND IRREVOCABLY GUARANTEE TO US, OUR SUCCESSORS AND ASSIGNS, THE PROMPT PAYMENT
AND PERFORMANCE OF ALL OBLIGATIONS OF LESSEE UNDER THE LEASE REGARDLESS OF ANY
CIRCUMSTANCE WHICH MIGHT OTHERWISE BE A DEFENSE AVAILABLE TO, OR A DISCHARGE OF,
LESSEE OR YOU. YOU AGREE THAT THIS A GUARANTY OF PAYMENT AND NOT OF COLLECTION,
AND THAT WE CAN PROCEED DIRECTLY AGAINST YOU WITHOUT FIRST PROCEEDING AGAINST
LESSEE OR THE PRODUCTS. YOU WAIVE ALL DEFENSES AND NOTICES, INCLUDING THOSE OF
PROTEST, PRESENTMENT AND DEMAND, NOTICE OF ACCEPTANCE HEREOF AND ALL OTHER
NOTICES OF ANY KIND. YOU AGREE THAT WE CAN RENEW, EXTEND OR OTHERWISE MODIFY THE
TERMS OF THE LEASE WITHOUT RELEASING YOU. YOU WILL PAY ALL OUR EXPENSES
INCLUDING ATTORNEYS' FEES INCURRED BY US IN ENFORCING OUR RIGHTS AGAINST YOU.
THIS IS A CONTINUING GUARANTY THAT WILL NOT BE DISCHARGED OR AFFECTED BY YOUR
DEATH AND WILL BIND YOUR HEIRS, ADMINISTRATORS AND PERSONAL REPRESENTATIVES. WE
MAY, WITHOUT AFFECTING YOUR LIABILITY HEREUNDER, COMPROMISE OR RELEASE ANY
RIGHTS AGAINST LESSEE OR THE PRODUCTS OR YOU. YOU CONSENT TO THE TRANSFER, SALE
OR ANY OTHER DISPOSITION OF THE PRODUCTS AND THE LEASE. IF MORE THAN ONE PERSON
HAS SIGNED THIS GUARANTY, EACH OF YOU AGREES THAT ITS LIABILITY IS JOINT AND
SEVERAL. THE GUARANTY MAY BE ENFORCED BY ANY ASSIGNEE OR SUCCESSOR OF OURS TO
THE SAME EXTENT AS WE MAY ENFORCE IT. YOU AUTHORIZE US OR ANY OUR AFFILIATES TO
OBTAIN CREDIT BUREAU REPORTS REGARDING YOUR PERSONAL CREDIT AND MAKE OTHER
CREDIT INQUIRES THAT WE DETERMINE ARE NECESSARY. THIS GUARANTY SHALL BE GOVERNED
BY THE INTERNAL LAWS OF ILLINOIS. YOU EXPRESSLY AGREE TO ARBITRATION AS PROVIDED
IN PARAGRAPH 15.
-----------------------------------------------------------------------------------------------------------------------
Date
--------------
(Date Signed)
--------------------------------------------- ------------------------------------------------------
INDIVIDUAL GUARANTOR NAME (PRINTED) GUARANTOR SOCIAL SECURITY NUMBER
----------------------------------------------------------------------------------------------------

--------------------------------------------- ------------------------------------------------------
By
--------------------------------------------- ------------------------------------------------------
SIGNATURE INDIVIDUAL GUARANTOR (NO TITLE) GUARANTOR HOME ADDRESS (STREET CITY STATE AND ZIP CODE)
-----------------------------------------------------------------------------------------------------------------------

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