Exhibit 10.2
--------------------------------------------------------------------------------
LESSOR TLD Funding Group, a division of Cee and Gee Funding, Lease Number
Inc. 915601-001-15
0000 X. Xxxxxxx Xxx., #000
Xxxxxxx, XX 00000
--------------------------------------------------------------------------------
LESSEE VENDOR
GOLD & MINERALS CO., INC.
00000 X. Xxxxxxxx Xxxx Xx., #0000 Multiple Vendors
Xxxxxxxxxx, XX 00000
Jointly and Severally Responsible
--------------------------------------------------------------------------------
Quantity DESCRIPTION MODEL #, CATALOG #, SERIAL # OR OTHER IDENTIFICATION
--------------------------------------------------------------------------------
**SEE EXHIBIT 'A' ATTACHED AND MADE A PART HEREOF**
--------------------------------------------------------------------------------
Amount of Each Payment Term of Lease No. of Monthly
w/Use Tax in Months Payments Security Deposit
---------------------- --------- -------- ----------------
9,252.23 (EXEMPT) 36 36 - 0 -
--------------------------------------------------------------------------------
TERMS AND CONDITIONS OF LEASE
1. LEASE. Lessee hereby leases from Lessor, and Lessor leases to Lessee, the
personal property described above, together with any replacement parts,
additions, repairs or accessories now or hereafter in or affixed to it
(hereinafter referred to as the "Equipment")
2. ACCEPTANCE OF EQUIPMENT. Lessee agrees to inspect the Equipment and to
execute an Acknowledgment and Acceptance of Equipment by Lessee notice, as
provided by Lessor, after the Equipment has been delivered and after Lessee is
satisfied that the Equipment is satisfactory in every respect. Lessee hereby
authorizes Lessor to insert in this Lease serial number or other identifying
data with respect to the Equipment.
--------------------------------------------------------------------------------
3. DISCLAIMER OF WARRANTIES AND CLAIMS; LIMITATION OF REMEDIES, THERE ARE NO
WARRANTIES BY OR ON BEHALF OF LESSOR. Lessee acknowledges and agrees by this
signature below as follows
(a) LESSOR MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED AS TO THE
CONDITION OF THE EQUIPMENT, IT'S MERCHANTIBILITY, ITS FITNESS OR
SUITABILITY FOR ANY PARTICULAR PURPOSE, ITS DESIGN, ITS CAPACITY, ITS
QUALITY, OR WITH RESPECT TO ANY CHARACTERISTICS OF THE EQUIPMENT.
(b) Lessee has fully inspected the equipment which it has requested
Lessor to acquired and lease to Lessee, and the Equipment is in good
condition and to Lessee's complete satisfaction;
(c) Lessee leases the Equipment "as is" and with all faults;
(d) Lessee specifically acknowledges that the Equipment is leased to
Lessee solely for commercial or business purposes and not for personal
family household, or agricultural purposes;
(e) If the Equipment is not properly installed does not operate as
represented or warranted by the supplier or manufacturer, or is
unsatisfactory for any reason regardless of cause or consequence, Lessee's
only remedy, if any, shall be against the supplier or manufacturer of the
equipment and not against Lessor;
(f) Provided Lessee is not in default under this Lease, Lessor assigns
to Lessee any warranties made by the supplier or manufacturer of the
Equipment;
(g) LESSEE SHALL HAVE NO REMEDY FOR CONSEQUENTLY OR INCIDENTAL DAMAGES
AGAINST LESSOR; and
(h) NO DEFECT, DAMAGE, OR UNFITNESS OF THE EQUIPMENT FOR ANY PURPOSE
SHALL RELIEVE LESSEE OF THE OBLIGATION TO PAY RENT OR RELIEVE LESSEE OF ANY
OTHER OBLIGATION UNDER THIS LEASE.
--------------------------------------------------------------------------------
4. STATUTORY FINANCE LEASE. Lessee agrees and acknowledges that it qualify as a
statutory finance lease under Article 2A of the Uniform Commercial Code Lessee
acknowledges and agrees that lessee has selected both (1) the Equipment, and (2)
the supplier from whom Lessor is to purchase the Equipment. Lessee acknowledges
that Lessor has not participated in any way in Lessee's selection of the
Equipment or of the supplier, and Lessor has not selected, manufactured or
supplied the Equipment.
LESSEE IS ADVISED THAT IT MAY HAVE RIGHTS UNDER THE CONTRACT EVIDENCING THE
LESSOR'S PURCHASE OF THE EQUIPMENT FROM THE SUPPLIER CHOSEN BY LESSEE AND THAT
LESSEE SHOULD CONTACT THE SUPPLIER OF THE EQUIPMENT FOR A DESCRIPTION OF ANY
SUCH RIGHTS.
5. ASSIGNMENT BY LESSEE PROHIBITED. WITHOUT LESSOR'S PRIOR WRITTEN CONSENT,
LESSEE SHALL NOT ASSIGN THIS LEASE OR SUBLEASE THE EQUIPMENT OR ANY INTEREST
THEREIN, OR PLEDGE OR TRANSFER THIS LEASE, OR OTHERWISE DISPOSE OF THE EQUIPMENT
COVERED HEREBY.
6. COMMENCEMENT; RENTALS PAYMENTS; INTERIM RENTALS. This Lease shall commence
upon the written acceptance hereof by Lessor and shall end upon full performance
and observance by Lessee of each and every term, condition and covenant set
forth in this Lease, any Schedules hereto and any extensions hereof. Rental
payments shall be in the amounts and frequency as set forth on the face of this
Lease or any Schedules hereto. In this Lease, any Schedules hereto and any
extensions hereof Rental payments shall be in the amounts and frequency as set
forth on the face of this Lease or any Schedules hereto. In addition to regular
rentals, Lessee shall pay to Lessor interim rent for the use of the Equipment
prior to the due date of the first payment. Interim rent shall be in an amount
equal to 1/30th of the monthly rental, multiplied by the number of days elapsing
between the date on which the Equipment is accepted by Lessee and the
commencement date of this lease, together with the number of days elapsing
between commencement of the Lease and the due date of the first payment. The
payment of interim rent shall be due and payable upon Lessee's receipt of
invoice from Lessor. The rental period under the Lease shall terminate following
the last day of the terms stated on the face hereof or in any Schedule hereto
unless such Lease or Schedule has been extended other modified. Lessor shall
have no obligation to Lessee under this Lease if Lessee fails to execute or
deliver to Lessor Acknowledgment and Acceptance of Equipment by Lessee
acknowledging its acceptance of the equipment within thirty (30) days after it
is delivered to Lessee, with respect to this Lease or any Schedule hereto.
THIS LEASE IS NOT CANCELLABLE OR TERMINABLE BY LESSEE
SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS WHICH ARE PART OF THIS
LEASE.
LESSEE UNDERSTANDS AND ACKNOWLEDGES THAT NO BROKER OR SUPPLIER, NOR ANY
SALESMAN, BROKER, OR AGENT OF ANY BROKER OR SUPPLIER, IS AN AGENT OF LESSOR, NO
BROKER OR SUPPLIER, NOR ANY SALESMAN, BROKER, OR AGENT OF ANY BROKER OR
SUPPLIER, IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OR CONDITION OF THIS LEASE,
AND NO REPRESENTATION AS TO THE EQUIPMENT OR ANY OTHER MATTER BY THE BROKER OR
SUPPLIER, NOR ANY SALESMAN, BROKER, OR AGENT OF ANY BROKER OR SUPPLIER, SHALL IN
ANY WAY AFFECT LESSEE'S DUTY TO PAY THE RENTALS AND TO PERFORM LESSEE'S
OBLIGATIONS SET FORTH IN THIS LEASE.
7. CHOICE OF LAW. This Lease shall not be effective until signed by Lessor at
its principal office listed above. This Lease shall be considered to have been
made in the state of Lessor's principal place of business listed above and shall
be interpreted in accordance with the laws and regulations of the state of
Lessor's principal place of business. Lessee agrees to jurisdiction the state of
Lessor's principal place of business listed above by any action, suit or
proceeding regarding this Lease, and concede that it, and each of them,
transacted business in the state of Lessor's principal place of business listed
above by entering into this Lease. In the event of any legal action with regard
to this lease or the equipment covered hereby, Lessee agrees that venue may be
laid in the County of Lessor's principal place of business.
LESSEE; GOLD & MINERALS CO. INC.
(Signature) Xxxxx Xxxxxxxx, President 5/25/99
LESSOR:
(Signature) Xxxx X. Xxxxxxx 5/25/99
EXHIBIT "A"
EQUIPMENT DESCRIPTION
VENDOR: Can Pay Mining Co., Inc.
X.X. Xxx 0000
Xxxxx Xxxxx, XX 00000-0000
Qty Description
--- -----------
1 DRAGON Model 500 DS Hydraulic Furnace
1 Spare #500 Spout
1 36" Hemi Slag Mold
1 48" Conical Vent Hood
1 Paint Vent Hood & Arm
1 Set #60 Crucible Tongs
1 2 Man Ladle Holder
1 Stainless steel viewing mirror
2 50# crucibles
1 Small conical cast iron mold
1 Set Safety Gear (2 hoods, 2 Jackets, 2 pr gloves)
1 DRAGON Xxxxx 00XX secondary furnace
1 DRAGON Model R&D 3000 Blast Furnace
VENDOR: Asset Exchange Ltd.
0000 X. Xxxxxxxx Xx
Xxxxxxx, XX 00000
Qty Description
--- -----------
1 1/2" Thick NPP Tank
1 Rapid DC Power Supply
1 March TE-5C-MD Pump
2 Teflon Heaters
3 Non Indicating Temp Controllers
1 Teflon Heater
1 Low Level Float Switch
1 Technic MRS
VENDOR: Spectrex Corporation
0000 Xxxxx Xxxxxx
Xxxxxxx Xxxx, XX 00000
Qty Description
--- -----------
1 6601000 Xxxxxxxx Direct Reading Spectroscope 110 VAC
1 6614000 Quantrex Quantitative Attchment
This Exhibit "A" is attached to and a part of Lease No. 914601-001-01 and
constitutes a true and accurate description of the equipment.
LESSEE: Gold & Minerals Co., Inc.
00000 X. Xxxxxxxx Xxxx Xx., #0000
Xxxxxxxxxx, XX 00000
(Signature) Xxxxx Xxxxxxxx, President
