Exhibit 10.3
JACOM COMPUTER SERVICES INC.
000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000-0000
Lease Number 9494
---------
LEASE AGREEMENT
This agreement is made the 22nd day of December, 1994 between Jacom Computer
Services, Inc., its principal office at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxx
Xxxxxx 00000 (the "Lessor") and Conference Source International, Inc., 000
Xxxxxxxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Lessee").
1. LEASE.
Lessor agrees to lease to Lessee, and Lessee agrees to hire from Lessor, the
computer equipment (the "Equipment") described in an Equipment Schedule or
Schedules executed and delivered by Lessor and Lessee concurrently with this
Agreement or subsequent thereto. Neither Lessor or Lessee shall have any
obligations hereunder until the execution and delivery of such Equipment
Schedule or Schedules. The terms and conditions contained herein (including the
Supplements, if any annexed hereto) and in such Equipment Schedule or Schedules
shall govern the leasing and use of the Equipment.
2. ADDITIONAL DEFINITIONS.
(a) The "Installation Date" means the date on which the Equipment is installed
at Lessee's site.
(b) The "Commencement Date" means, as to the Equipment designated on any
Equipment Schedule, where the Installation Date for such Equipment falls on
the first day of the month, that date, and in any other case, the first day
of the month following the month in which such Installation Date falls.
3. TERMS OF LEASE.
(a) The term of this Agreement, as to all Equipment designated on any Equipment
Schedule, shall commence on the Installation Date for such Equipment, and
shall continue for an initial period ending that number of months from the
applicable Commencement Date (the "Initial Period"); thereafter, the term
of this Agreement for all such Equipment shall be automatically extended
for successive three-month periods unless and until terminated by either
party giving to the other not less than six months' prior written notice.
Any such termination shall be effective only on the last day of the Initial
Period or the last day of any such successive periods. No Equipment
Schedule may be terminated with respect to less than all items of Equipment
identified therein.
(b) Any notice of termination given by either party under this Agreement or
under any Supplement annexed hereto may not be revoked without the written
consent of the other party.
4. RENTALS.
As to all Equipment, the monthly rental payable by Lessee to Lessor is as set
forth in the applicable Schedule. Rental shall begin on the Installation Date
and shall be due and payable by Lessee in advance on the first day of each
month. If the Installation Date does not fall on the first day of a month, the
first payment shall be pro rata portion of the monthly rental, calculated on a
30-day basis, due and payable on the Installation Date. In addition to the
monthly rental set forth in the Schedule, Lessee shall pay to Lessor an amount
equal to all taxes paid, payable or required to be collected by Lessor, however
designated, which are levied or based on such rental, on this Agreement, or on
the Equipment or its use, lease operation, control, or value, including without
limitation, state and local privilege or excise taxes based on gross revenue,
any penalties or interest in connection therewith or taxes or amounts in lieu
thereof paid or payable by Lessor in respect of the foregoing, but excluding
taxes based on Lessor's net income. Personal property taxes on the Equipment
shall be paid by Lessee. Lessee agrees to file, on behalf of Lessor, all
required property tax returns and reports concerning the Equipment with all
appropriate governmental agencies, and, within not more than 45 days after the
due date of such filing, to send Lessor confirmation of such filing.
Interest on any past due payment shall accrue at the rate of 1 3/4% per month,
or if such rate shall exceed the maximum rate allowed by law, then at such
maximum rate, and shall be payable on demand. Charges for taxes, penalties and
interest shall be promptly paid by Lessee when invoiced by Lessor.
5. INSTALLATION AND USE OF EQUIPMENT.
(a) Lessee will provide the required suitable electric current to operate the
Equipment and suitable place of installation for the Equipment with all
appropriate facilities as specified by the manufacturer.
(b) Subject to the terms of this Agreement, Lessee shall be entitled to
unlimited usage of the Equipment without extra charge by Lessor and may
sell time on the Equipment to third parties.
(c) Lessee will at all times keep the Equipment in its sole possession and
control. The Equipment shall not be moved from the locations stated in the
Equipment Schedules without the prior written consent of Lessor.
(d) After prior notice to Lessor, Lessee may, at its own expense, make
alterations in or add attachments to the Equipment, provided that such
alterations or attachments do not decrease the value of the Equipment or
interfere with the normal and satisfactory operation or maintenance of the
Equipment or with Lessee's ability to obtain and
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maintain the maintenance contract required by this Agreement. Unless Lessor
shall otherwise agree in writing, all such alterations and attachments
shall be and become the property of Lessor or, at the option of Lessee,
shall be removed by Lessee and the Equipment restored at Lessee's expense
to its original condition, reasonable wear and tear only excepted.
6. MAINTENANCE AND REPAIRS.
(a) Lessee shall, during the continuance of this Agreement, at its expense,
keep the Equipment in good working order and condition and make all
necessary adjustments, repairs and replacements thereto. Lessee shall not
use or permit the Equipment to be used for any purpose for which, in the
opinion of manufacturer, the Equipment is not designed or reasonably
suitable.
(b) Without limiting the generality of the foregoing, Lessee shall, during the
continuance of this Agreement, at its own expense, enter into and maintain
in force a contract with the manufacturer (or other qualified service
organization approved in writing by both parties) covering at least prime
shift maintenance of each item of Equipment. Such contract as to each item
shall commence upon expiration of the warranty period, if any, relating to
such items. Lessee shall furnish Lessor with a copy of such contract(s)
upon demand.
(c) At the termination of this Agreement, Lessee shall, at its expense, return
the Equipment to Lessor (at the location designated by Lessor within the
continental United States) in the same operating order, repair, condition
and appearance as on the Installation Date, reasonable wear and tear only
excepted with all engineering changes prescribed by the manufacturer prior
thereto incorporated therein, and Lessee shall arrange and pay for such
repairs (if any) as are necessary for the manufacturer to accept the
equipment under contract maintenance at its then standard rates.
(d) Lessee shall comply with all governmental laws, regulations and
requirements, and all insurance requirements, if any, with respect to the
use, maintenance and operation of the Equipment.
7. OWNERSHIP AND INSPECTION.
(a) The Equipment shall at all times remain the property of the Lessor. Lessor
may affix or request Lessee to affix tags, decals or plates to the
Equipment indicating Lessor's ownership, and Lessee shall not permit their
removal or concealment.
(b) It is the intention and understanding of both Lessor and Lessee that the
Equipment shall be and at all times remain separately identifiable personal
property. Lessee shall not permit the Equipment to be installed in, or
used, stored or maintained with, any personal property in such manner or
under such circumstances that such Equipment might be or become an
accession to or confused with such other personal property; provided,
however, that the use or maintenance in accordance with normal operating
procedures of Lessee of the Equipment with any other computer equipment
owned by or leased to
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Lessee shall not be a violation of the foregoing provisions of this
sentence. Lessee shall not permit the Equipment to be installed in or used,
stored, or maintained with, any real property in such a manner or under
such circumstances that any person might acquire any rights in such
Equipment paramount to the rights of Lessor by reason of such Equipment
being deemed to be real property or a fixture thereon.
(c) Lessee shall keep the Equipment free and clear of all liens and
encumbrances. Lessee shall not assign this Agreement or any of its rights
hereunder or sublease the Equipment without the prior written consent of
Lessor, except that Lessee may, at its expense, upon prior written notice
to Lessor, assign this Agreement or sublease the Equipment to any parent or
subsidiary corporation, or to a corporation which shall have acquired all
or substantially all of the property of Lessee by merger, consolidation or
purchase. No permitted assignment or sublease shall relieve Lessee of any
of its obligations hereunder.
(d) Lessor or its agents shall have free access to the Equipment at all
reasonable times for the purpose of inspection and for any other purpose
contemplated in this Agreement.
(e) Lessee shall immediately notify Lessor of all details concerning any damage
or loss arising out of the improper manufacture, functioning or operation
of the Equipment.
8. WARRANTIES.
(a) Lessor shall, at the request and expense of Lessee, enforce for the benefit
of Lessee any rights which Lessor shall be entitled to enforce against the
manufacturer in respect of the Equipment.
(b) EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, THERE ARE NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND EXPRESS OR IMPLIED, WITH RESPECT
TO THE CONDITION OR PERFORMANCE OF THE EQUIPMENT, ITS MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, OR WITH RESPECT TO PATENT INFRINGEMENT OR
THE LIKE. LESSOR SHALL HAVE NO LIABILITY TO LESSEE FOR ANY CLAIM, LOSS OR
DAMAGE OF ANY KIND OR NATURE WHATSOEVER, NOR SHALL THERE BE ANY ABATEMENT
OF RENTAL, ARISING OUT OF OR IN CONNECTION WITH (i) THE DEFICIENCY OR
INADEQUACY OF THE EQUIPMENT FOR ANY PURPOSE, WHETHER OR NOT KNOWN OR
DISCLOSED TO LESSOR, (ii) ANY DEFICIENCY OR DEFECT IN THE EQUIPMENT, (iii)
THE USE OR PERFORMANCE OF THE EQUIPMENT, (iv) ANY INTERRUPTION OR LOSS OF
SERVICE OR USE OF THE EQUIPMENT, or (v) ANY LOSS OF BUSINESS OR OTHER
CONSEQUENTIAL LOSS OR DAMAGE WHETHER OR NOT RESULTING FROM ANY OF THE
FOREGOING. LESSEE WILL DEFIND, INDEMNIFY AND HOLD LESSOR HARMLESS AGAINST
ANY AND ALL CLAIMS, DEMANDS AND LIABILITIES ARISING OUT OF OR IN CONNECTION
WITH THE DESIGN, MANUFACTURE, POSSESSION OR OPERATION OF THE EQUIPMENT.
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9. SECURITY INTEREST.
(a) In the event that Lessor transfers or assigns or grants a security interest
in all or any part of its rights in this Agreement, the Equipment and/or
sums payable hereunder to the third party, whether as collateral security
for any loans or advances made or to be made to Lessor, by such third party
or otherwise, Lessee, upon receipt of notice of any such transfer or
assignment and instructions from Lessor, shall pay its obligations
hereunder or amounts equal thereto to the third party (or to any other
party designated by the third party), and Lessee's obligations hereunder
shall be absolute and unconditional and shall not be subject to any
abatement, reduction, recoupment, defense, offset or counterclaim available
to Lessee against Lessor for any reason whatsoever; nor, except as
otherwise expressly provided herein, shall this Agreement terminate, or the
respective obligations of Lessor or Lessee be otherwise affected, by reason
of any defect in the Equipment, condition, design, operation or fitness for
use thereof or any loss or destruction of the Equipment or any part
thereof, the prohibition of or other restriction against Lessee's use of
the Equipment, the interference with such use by any private person or
entity, or by reason of any failure by Lessor to perform any of its
obligations herein contained, or by reason of any other indebtedness or
liability, howsoever and whenever arising, of Lessor to Lessee or to any
other person, firm or corporation or to any governmental authority or for
any other cause whether similar or dissimilar to the foregoing, any present
or future law to the contrary notwithstanding, it being the intention of
the parties hereto that the Rental payable by Lessee hereunder shall
continue to be payable in all events and at the times herein provided,
except as otherwise expressly provided for herein.
(b) On the Installation Date as to each Equipment Schedule, Lessee will furnish
to Lessor, and/or its assignee, a certificate signed by an officer of
Lessee to the effect that: Lessee has full power and authority to enter
into this Agreement; this Agreement has been duly authorized; executed and
delivered by Lessee and is its valid and binding obligation, enforceable in
accordance with its terms; no approval, consent, or withholding of
objection is required from any governmental authority with respect to the
entering into or performance of this Agreement by Lessee; the entering into
or performance of this Agreement by Lessee does not and will not violate a
judgment, order, law or regulation applicable to Lessee or any provision of
Lessee's certificate of incorporation or by-laws or result in a breach of,
or constitute a default under, or result in the creation of any lien,
charge, security interest or other encumbrance upon any assets of Lessee or
on the Equipment or this Agreement pursuant to, any indenture, mortgage,
deed of trust, bank loan, credit agreement or other instrument to which
Lessee is a party or by which it or its assets may be bound; the Equipment
is located at Lessee's facility as shown on the Schedule; the Equipment has
been and is then operating to the satisfaction of Lessee; Lessee has no
right, title or interest in the Equipment or any part thereof except the
rights, title and interest therein as Lessee thereof under this Agreement;
and that, on the Installation Date, this Agreement is in full force and
effect, neither party is in default hereunder, and Lessee's obligations
hereunder are subject to no defenses, setoffs or counterclaims. In
addition, Lessee agrees promptly to execute and deliver to Lessor standard
form UCC-1 financing statements (to be filed for information purposes only)
as
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well as such other agreements, documents, instruments and certificates as
Lessor may reasonably request (including, without limitation, an opinion of
counsel and certified copies of Board resolutions, both in form and
substance satisfactory to Lessor) in order to effect Lessor's purchase of
the Equipment or financing thereof.
10. MISCELLANEOUS CHARGES.
Except as otherwise specifically provided in this Agreement, it is understood
and agreed that this is a net lease, and that, as between Lessor and Lessee,
Lessee shall be responsible for all costs and expenses of every nature
whatsoever arising out of or in connection with or related to this Agreement or
the Equipment (such as, but not limited to, transportation in and out,
transportation insurance, rigging, drayage, packing, installation and disconnect
charges).
11. RISK OF LOSS ON LESSEE.
Lessee shall obtain and maintain from the time Lessee executes a document
evidencing physical receipt of the Equipment and for the entire term of this
Agreement, at its own expense, property damage and liability insurance and
insurance against loss or damage to the Equipment including, without limitation,
loss by fire (including so-called extended coverage) theft and such other risks
of loss as are customarily insured against the type of Equipment leased
hereunder by any businesses in which Lessee is engaged, in such amounts, in such
form and with such insurers as shall be satisfactory to Lessor; provided,
however, that the amount of insurance against loss or damage to the Equipment
shall not be less than the greater of the full replacement value of the
Equipment or the installments of rent then remaining unpaid hereunder plus any
renewal or purchase options contained herein. Each insurance policy will name
Lessee as an insured and Lessor as an additional insured and loss payee thereof
as Lessor's interest may appear, and shall contain a clause requiring the
insurer to give Lessor at least 10 days prior written notice of any alteration
in the terms of such policy or of the cancellation thereof. Lessee shall
furnish to Lessor a certificate of insurance or other evidence satisfactory to
Lessor that such insurance coverage is in effect provided, however, that Lessor
shall be under no duty either to ascertain the existence of or to examine such
insurance policy, or to advise Lessee in the event such insurance coverage shall
not comply with the requirements hereof. Lessee further agrees to give Lessor
prompt notice of any damage to, or loss of, the Equipment, or any part thereof.
Lessor shall be named as the Loss Payee on such policies, which shall be written
by an insurance company of recognized responsibility. Lessee agrees to insure
the interests of any third party (referred to in Paragraph 9 of this Agreement)
under a standard mortgagee clause. Evidence of such insurance coverage shall be
furnished to Lessor upon demand.
If any item of Equipment is rendered unusable as a result of any physical damage
to, or destruction of, the Equipment, the Lessee shall give Lessor immediate
notice thereof and this Agreement shall continue in full force and effect
without any abatement of rental. Lessee shall determine, within fifteen ( 15)
days after the date of occurrence of such damage or destruction, whether such
item of Equipment can be repaired. In the event Lessee determines that such
item of Equipment can be repaired, Lessee, at its expense, shall cause such item
of Equipment to be promptly repaired. In the event Lessee determines that the
item of Equipment cannot be
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repaired, Lessee, at its expense, shall promptly replace such item of Equipment
and convey title to such replacement to Lessor free of all liens and
encumbrances, and this Lease shall continue in full force and effect as though
such damage or destruction had not occurred. All proceeds of insurance received
by Lessor or Lessee under the policy referred to in the proceeding paragraph of
this paragraph shall be applied toward the cost of any such repair or
replacement.
12. INDEMNIFICATION.
Lessee hereby agrees to assume liability for, and does hereby agree to
indemnify, protect, save and keep harmless Lessor and its respective successors,
assigns, legal representatives, agents and servants, from and against any and
all liabilities, obligations, losses, damages, penalties, claims, actions,
suits, costs, expenses or disbursements (including legal fees and expenses) of
any kind and nature whatsoever which may be imposed on, incurred by or asserted
against Lessor or any of its respective successors, assigns, legal
representatives, agents and servants (whether or not also indemnified against by
the manufacturer(s) or any other person), in any way relating to or arising out
of this Lease or any document contemplated hereby, or the performance or
enforcement of any of the terms hereof, or in any way relating to or arising out
of the manufacture, purchase, acceptance, rejection, return lease, ownership,
possession, use, condition, operation, sale or other disposition of the
Equipment or any accident in connection therewith (including, without
limitation, latent or other defects, whether or not discoverable); provided,
however, that Lessee shall not be required to indemnify Lessor or its respective
successors, assigns, legal representatives, agent and servants, for loss or
liability in respect of any item of Equipment arising from acts or events which
occur after possession of such item of Equipment has been returned to Lessor or
loss or liability resulting from the willful misconduct or gross negligence of
the party otherwise to be indemnified hereunder. Lessee agrees that Lessor
shall not be liable to Lessee for any liability, claim, loss, damage or expense
of any kind or nature arising in strict liability or caused directly or
indirectly by the inadequacy of the Equipment for any purpose or any deficiency
or defect therein or the use or maintenance thereof or any repairs, servicing or
adjustments thereto or any delay in providing or failure to provide any thereof
or any interruption or loss of service or use thereof or any loss of business.
13. REMEDIES.
Lessee shall be in default hereunder, and there shall be a breach of this
Agreement, if:
(a) Lessee fails to pay any installment of rent within twenty (20) days when
the same becomes due and payable.
(b) Lessee attempts to remove, sell, transfer, encumber, sublet or part with
possession of the Equipment or any items thereof, except as expressly
permitted herein.
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(c) Lessee shall fail to observe or perform any of the other obligations
required to be observed or performed by Lessee hereunder, and such failure
shall continue uncured for ten (10) days after written notice thereof to
Lessee by Lessor.
(d) Lessee ceases doing business as a going concern, makes an assignment for
the benefit of creditors, admits in writing its inability to pay its debts
as they become due, files a voluntary petition in bankruptcy, is
adjudicated a bankrupt or an insolvent, files a petition seeking for itself
any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar arrangement under any present or future statute, law
or regulation, or files an answer admitting the material allegations of a
petition filed against it in any such proceeding, consents to, or
acquiesces in the appointment of, a trustee, receiver, or liquidator of it
or of all or any substantial part of its assets or properties, or if it or
its shareholders shall take any action looking to its dissolution or
liquidation.
(e) Within 30 days after the commencement of any proceedings against Lessee
seeking reorganization, arrangement, readjustment, liquidation, dissolution
or similar relief under any present or future statute, law or regulation,
such proceedings shall not have been dismissed, or if within 30 days after
the appointment without Lessee's consent or acquiescence of any trustee,
receiver or liquidator of it or of all or any substantial part of its
assets and properties, such appointment shall not be vacated.
In the event that Lessee is in default hereunder, then, in any such event,
Lessor may at its option do any or all of the following: (i) by notice to Lessee
terminate this Agreement as to all or any Equipment Schedules; (ii) whether or
not this Agreement is terminated as to all or any Equipment Schedules, take
possession of any or all of the Equipment on any Equipment Schedule wherever
situated, and for such purpose, enter upon any premises without liability for so
doing; (iii) sell, dispose of, hold, use or lease any Equipment on any Equipment
Schedule as Lessor in its sole discretion may decide, without any duty to
account to Lessee; (iv) by notice to Lessee, declare immediately due and payable
all monies to be paid by Lessee during the Initial Period or, if the Initial
Period has then expired, declare immediately due and payable all monies to be
paid during any term (extended as provided in Paragraph 3(a) hereof) then in
effect, and Lessee shall thereupon be obliged to pay such monies to Lessor
immediately. Lessee shall in any event remain fully liable for reasonable
damages as provided by law and for all costs and expenses incurred by Lessor on
account of such default, including all court costs and reasonable attorneys'
fees. The waiver by Lessor of any breach of any obligation of Lessee shall not
be deemed a waiver of such obligation or of any subsequent breach of the same or
any other obligation. The subsequent acceptance of rental payments hereunder by
Lessor shall not be deemed a waiver of any prior existing breach by Lessee
regardless of Lessor's knowledge of such prior existing breach at the time of
acceptance of such rental payments. The rights afforded Lessor under this
Paragraph shall not be deemed to be exclusive, but shall be in addition to any
rights or remedies provided by law.
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14. PERFORMANCE OF OBLIGATIONS OF LESSEE BY LESSOR.
If Lessee shall be in default hereunder, Lessor may thereafter, without thereby
waiving any obligation of Lessee or such default make the payment or perform or
comply with the agreement, the nonpayment, nonperformance or noncompliance with
which caused such default, and the amount of such payment and the amount of the
reasonable expenses of Lessor incurred in connection with such payment or the
performance of or compliance with such agreement, as the case may be, shall be
payable by Lessee upon demand.
15. GENERAL.
(a) This Agreement shall not be binding upon Lessor unless signed on its behalf
by a duly authorized officer. This Agreement shall be deemed to have been
made in the State of New York and shall be governed in all respects by the
laws of such State.
(b) This Agreement (including the attached Equipment Schedules and Supplements)
constitutes the entire Agreement between Lessee and Lessor with Respect to
the Equipment, and no covenant, condition or other term or provision may be
waived or modified orally.
(c) All notices hereunder shall be in writing and shall be delivered in person
or sent by registered or certified mail, postage prepaid, to the address of
the other party as set forth herein or to such other address as such party
shall have designated by proper notice.
LESSOR: LESSEE:
JACOM COMPUTER SERVICES, INC. CONFERENCE SOURCE
INTERNATIONAL, INC.
By By /s/
-------------------------------- -----------------------------------
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EQUIPMENT SCHEDULE NO. 1
LEASE AGREEMENT NO. 9494 DATED: DECEMBER 22, 1994 ("LEASE")
BETWEEN JACOM COMPUTER SERVICES, INC. ("LESSOR")
AND CONFERENCE SOURCE INTERNATIONAL, INC. ("LESSEE")
COUNTERPART # OF 3 COUNTERPARTS
1. Equipment:
Item No. Qty Equip. Type Model/Feature Description
-------- --- ----------- ------------- -----------
SEE ATTACHED SCHEDULE "A" FOR EQUIPMENT LISTING
2. Equipment Location: 000 XXXXXXXXXX XXXXXX XXXX
XXXXXXX, XX 00000
3. Initial Period: 36 Months from Commencement Date
(Last Two Months Payable in Advance)
4. Monthly Rental: $15,385.00
All of the terms and conditions of the above described Lease Agreement #9494
dated December 22, 1994 are incorporated herein by reference. Each Equipment
Schedule shall constitute a separate Lease Agreement.
Lessor: Lessee:
JACOM COMPUTER SERVICES, INC. CONFERENCE SOURCE
INTERNATIONAL, INC.
By: By: /s/
-------------------------------- ----------------------------------
Title: Title: [illegible]
----------------------------- -------------------------------
Date: Date: December 28, 1994
------------------------------ --------------------------------
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ATTACHMENT TO
EQUIPMENT SCHEDULE XX. 0
XXXXX XXXXXXXXX XX. 0000 DATED DECEMBER 22, 1994 ("LEASE")
BETWEEN JACOM COMPUTER SERVICES, INC. ("LESSOR")
AND CONFERENCE SOURCE INTERNATIONAL, INC. ("LESSEE")
BRIDGE 1 BRIDGE 2
HC5145 HC5145
ITEM CTL PART # DESCRIPTION QUANTITY QUANTITY
---------- ------------ -------------------------------- -------- --------
ISIO 2033-1900-00 INTELLIGENT SERIAL INTERFACE 4 4
XYCOM 0000-0000-00 XVME-PIO PARALLEL INTERFACE CARD 1 1
OLC 0000-0000-00 OPERATOR LINE CARD 12 10
CLC 2033-1200-00 CONTROLLER LINE CARD 1 1
NLC 0000-0000-00 NETWORK LINE CARD 1 1
CPM2 0000-0000-00 CHANNEL PROCESSING MODULE 11 11
DCM 000-0000-00 DIGITAL CONFERENCING MODULE 2 3
RCM 000-0000-00 ROUTING CONTROL 1 1
WYSE 370 201-0010-00 WYSE COLOR TERMINAL 10 8
OIM 2073-0010-00 OPERATOR INTERFACE MODULE 10 8
WYSE 60 201-0104 WYSE 60 TERMINAL (MONOCHROME) 1 1
VRM 000-0000-00 VOICE RESPONSE MODULE 1 1
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[JACOM COMPUTER SERVICES, INC. LETTERHEAD APPEARS HERE]
December 22, 1994
Conference Source International, Inc.
000 Xxxxxxxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxxx, XX 00000
REF: LEASE AGREEMENT 9494 SCHEDULE 1
So long as no Event of Default (as defined in Lease Agreement 9494
Schedule 1) shall have occurred and be continuing, Lessee shall have the option
to purchase all items of the equipment in Lease Agreement 9494 Schedule 1; "AS
IS" and "WHERE IS", upon expiration of the Initial Period applicable to the
equipment designated in the lease by giving notice of such exercise to Lessor
not later than Ninety days (90) prior to the Lease ending date as defined in
Lease Agreement 9494 Schedule 1. By the giving of such notice Lessee
acknowledges and agrees that its option to purchase the equipment shall be its
binding obligation and that said notice and the exercise of such option may not
be thereafter rescinded without the written agreement of Lessor.
The total purchase price of the equipment shall be $1.00. The Purchase
Price shall be paid in cash or certified or bank check payable to Lessor's order
on or before the expiration date of the term of the lease.
Very truly yours,
JACOM COMPUTER SERVICES, INC.
/s/ Xxxx Xxxxxxx
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