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EXHIBIT 10.11
[FORD FINANCIAL SERVICES LOGO]
LEASE SCHEDULE NO. 002
TO
MASTER LEASE AGREEMENT NO.: B01060898SD
(including all supplements and addenda the "Lease")
dated as of
THE 13TH DAY OF AUGUST, 1998
between
FORD FINANCIAL SERVICES, INC. ("Lessor")
and
INTERACTIVE TELESIS, INC. ("Lessee")
************************************************************
TERMS AND CONDITIONS
1. Lease. All terms used herein shall have the same meaning as set forth
the Lease. The items of Equipment described on Exhibit "A", attached hereto and
incorporated herein by this reference, are hereby Leased on the terms specified
herein and in the Lease which by this reference are incorporated in this
Schedule.
2. Terms and Commencement Date. The term of this Lease is for THIRTY SIX
(36) MONTHS, is nonterminable and shall commence on the date Lessee signs the
Delivery and Acceptance Certificate relating to the Equipment ("Acceptance
Date").
3. Rent. Lessee shall pay Rent to Lessor for the Equipment as follows:
$3,235.61 PER MONTH FOR 36 MONTHS.
The payment of "Per Diem Rent" (calculated as one-thirtieth (1/30) of the
monthly Rent amount) hereunder shall begin on the Acceptance Date and shall
continue until the "Rent Commencement Date," which shall be a date chosen by
the Lessor that is within thirty (30) days following the Acceptance Date. The
first and last payment(s) of Rent shall be due and payable on the Rent
Commencement Date. All subsequent Rent payments shall be due and payable on the
same day of each succeeding calendar month thereafter until all obligations of
Lessee under the Lease have been paid in full.
Rental payments shall be paid to:
FORD FINANCIAL SERVICES, INC.
00000 XXXX XXXXX XX., XXX. 000
XXX XXXXX, XXXXXXXXXX 00000
ATTN: LEASE DEPARTMENT
or such other addresses that may be designated by written notice given in the
manner prescribed in the Lease.
4. Location of Equipment:
INTERACTIVE TELESIS, INC.
000 XXXXXXXXX XXXX., XXX. 000
XXXXXXXXX, XXXXXXXXXX 00000
5. Advance Rental. Upon the execution of this Schedule, Lessee shall pay
to Lessor as Advance Rental(s) and Deposit(s) in an amount equal to $16,426.95.
Upon Acceptance by Lessor of this Schedule, the Advance Rental(s) and Deposit(s)
shall become non-refundable. Upon execution of the Delivery and Acceptance
Certificate the Advance Rental(s) and Deposit(s) shall be applied to the First
and Last month's Rent and any transaction, including, but not limited to,
Lessee's rejection or refusal to Accept any item of Equipment pursuant to this
Schedule, Lessor may retain the Advance Rental(s) and Deposit(s) as liquidated
damages.
6. Stipulated Loss Value. If this Schedule contains a Stipulated Loss
Value of the Equipment, the Stipulated Loss Value of each item of Equipment as
of each rental payment date in respect thereto shall be that percentage of
Purchase Price of such item of Equipment as set forth in the Stipulated Loss
Value Rider (Exhibit " ") opposite the number of rental payments in respect of
such item of Equipment which would have become due and including such date. The
Purchase Price of the Equipment (including any applicable sales or use taxes
and charges for transportation, assembly and/or installation) is $99,557.28.
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7. Counterparts. Three (3) counterparts of this Schedule have been
executed by the parties hereto. One counterpart has been designated "Lessor's
Copy." One counterpart has been designated "Lessee's Copy." One counterpart has
been designated "File Copy." Only the counterpart marked "Lessor's Copy" along
with the original or a photocopy of the Lease evidence Lessee's monetary
obligations hereunder and therefore constitutes chattel paper under the Uniform
Commercial Code. Notwithstanding the foregoing, if Lessor's Copy of this Lease
shall become lost, mutilated or destroyed, Lessor may prove this Lease by
photocopies hereof, or by Lessee's Copy.
8. End of Term Provision. The Lessor, at its option, may grant to Lessee
the option to purchase all of the equipment set forth in said Lease Schedule
upon the termination of the initial Lease Schedule Term, provided, however,
that the Lessee has performed all conditions of said Lease and that an "Event
of Default" has not occurred. Not withstanding the foregoing, the Lessor shall
have the option to require the Lessee to purchase the equipment upon the full
expiration of the Lease Schedule Term for its then Fair Market Value ("FMV").
Lessee hereby agrees that the Fair Market Value shall be based upon an appraisal
provided by an appraiser of the Lessors selection. Should Lessor so require,
Lessee hereby guarantees a minimum payment of $9,955.73 plus applicable taxes.
LESSOR: FORD FINANCIAL SERVICES, INC. LESSEE: INTERACTIVE TELESIS, INC.
By: /s/ [Signature Illegible] By: /s/ XXXXXX X. XXXXXXX
---------------------------------- -----------------------------------
XXXXXX X. XXXXXXX
Title: President DATE: 25 Sept., 1998 Title: President DATE: 9-25, 1998
----------- --------- ----------- -----
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FFSI
Ford Financial Services, Inc.
EXHIBIT A
Page 1 of 4
Attached to and forming a part of the following documents: LEASE SCHEDULE
NUMBER 002 under that certain MASTER LEASE AGREEMENT NUMBER: B01060898SD DATED
THE 13TH DAY OF AUGUST, 1998 Certificate of Acceptance and UCC-1 Financing
Statement to the referenced Lease Schedule, and any addenda thereto by and
between FORD FINANCIAL SERVICES, INC., as Lessor, and INTERACTIVE TELESIS,
INC., as Lessee.
The Lease Schedule referenced above is incorporated herein by this
reference. All terms used herein which are defined in the Lease shall have the
same meaning herein.
Lessee is hereby instructed to contact the Supplier referenced below for a
description of any rights Lessee may have under the Supply Contract covering
the Equipment.
EQUIPMENT MODEL SERIAL PURCHASE
SUPPLIER QUANTITY DESCRIPTION NUMBER NUMBER PRICE
-------- -------- ----------- ------ ------ --------
DELL 220-0439 1 Dell Dimension XPS R350MHz 2,048.00 2,048.00
Pentium II Minitower Base
with MMX Technology and
512K Cache
310-0050 1 MS Intellimouse,
Factory Install
310-7002 1 Windows Spacesaver 000 Xxx
Xxxxxxxx, Factory Install
311-6377 1 256MB, SDRAM Memory,
Factory Install
313-1086 1 40X MAX Variable CD ROM,
Factory Install
313-3607 1 No modem requested for
Dell Dimension
313-4514 1 No Speaker Requested
313-4515 1 No Sound Requested
320-3000 1 Video ready option w/o monitor
320-3529 1 STB nVidia ZX 8MB 3D 2X AGP
Graphics Card,
Factory Install
340-2406 1 Iomega Zip 100MB Internal
Drive with Two Cartridges (NT)
Factory Install
340-4498 1 10GB 5400RPM Ultra ATA Hard
Drive, Factory Install
340-7016 1 3.5, 1.44MB Floppy Drive,
Factory Install
420-6111 1 Windows NT Workstation 4.0 CD,
Factory Installed,
CD Documentation
460-3300 1 No Microsoft Internet Explorer
v4.0, Installed
900-1600 1 SelectCare, Initial Year, Next .00 .00
Business Day On-Site Service
Contract, BSC*
900-5112 1 Next Business Day, Parts .00 .00
Delivery Service,
Years 2 & 3 Included
412-0071 1 MS Office Small Business
Edition 97.2
CD & No Printed Manual
US English, Factory Install
412-0078 1 MS Encarta '98, CD, No Manual
US English, Factory Installed
460-2101 1 The Customer agrees to
purchase the above product(s)
at the above price(s),
460-2102 1 Plus applicable taxes and
shipping & handling charges,
subject to the applicable Dell
terms and conditions.
This quote is subject to the terms of
the agreement signed by you and Dell, or
absent such agreement, is subject to the
applicable Dell standard terms of sale.
SUB TOTAL 2,048.00
TAX 165.75
SHIPPING & HANDLING 90.00
OTHER .00
Thank you for calling Dell TOTAL $2,303.75
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EXHIBIT A (Cont.)
Page 2 of 4
EQUIPMENT MODEL SERIAL PURCHASE
SUPPLIER QUANTITY DESCRIPTION NUMBER NUMBER PRICE
-------- -------- ----------- ------ ------ --------
220-0439 12 Dell Dimension XPS R350MHz 2,098.00 2,098.00
Pentium II Minitower Base
with MMX Technology and
512K Cache
310-0050 12 MS Intellimouse,
Factory Install
310-7002 12 Windows Spacesaver 000 Xxx
Xxxxxxxx, Factory Install
311-6377 12 256MB, SDRAM Memory,
Factory Install
313-1086 12 40X MAX Variable CD ROM,
Factory Install
313-3607 12 No modem requested for
Dell Dimension
313-4514 12 No Speaker Requested
313-4515 12 No Sound Requested
320-3000 12 Video ready option w/o monitor
320-3529 12 STB nVidia ZX 8MB 3D 2X AGP
Graphics Card,
Factory Install
340-4498 12 10GB 5400RPM Ultra ATA Hard
Drive, Factory Install
340-7016 12 3.5, 1.44MB Floppy Drive,
Factory Install
420-6111 12 Windows NT Workstation 4.0 CD,
Factory Installed,
CD Documentation
430-3034 12 3COM 3C905B Fast Etherlink XL
10/100 PCI NIC,
Factory Install
460-3300 12 No Microsoft Internet Explorer
v4.0, Installed
900-1600 12 SelectCare, Initial Year, Next .00 .00
Business Day On-Site Service
Contract, BSC*
900-1602 12 SelectCare 2 Years Extended, .00 .00
Next Business Day On-Site
Service Contract, BSC
412-0071 12 MS Office Small Business
Edition 97.2
CD & No Printed Manual,
US English, Factory Install
412-0078 12 MS Encarta '98, CD, No Manual
US English, Factory Installed
460-2101 12 The Customer agrees to
purchase the above product(s)
at the above price(s),
460-2102 12 Plus applicable taxes and
shipping & handling charges,
subject to the applicable Dell
terms and conditions.
This quote is subject to the terms of
the agreement signed by you and Dell, or
absent such agreement, is subject to the
applicable Dell standard terms of sale.
SUB TOTAL 25,176.00
TAX 2,034.84
SHIPPING & HANDLING 1,080.00
OTHER .00
Thank you for calling Dell TOTAL $28,290.84
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EXHIBIT A (Cont.)
Page 3 of 4
EQUIPMENT MODEL SERIAL PURCHASE
SUPPLIER QUANTITY DESCRIPTION NUMBER NUMBER PRICE
-------- -------- ----------- ------ ------ --------
220-0508 1 Dell PowerEdge 4200, 16,466.04 16,466.04
333MHx/512k, with
Redundant Power Supply
310-0017 1 Microsoft System Mouse with
Driver Disks
Factory Installed
310-7004 1 Windows Performance 000 Xxx
Xxxxxxxx, Factory Installed
311-0215 1 1024 MB RAM, 9 DIMMs
Factory Installed
311-0459 1 PowerEdge 4200, 333MHz/512K
Second Processor,
Factory Install
313-0155 1 12/24X SCSI CD ROM, for Dell
PowerEdge Servers,
1st CD Option, Factory Install
320-0051 1 Dell 800F Series, 15", Model
No. 828FI with 13.8" Viewable
Image Size, Color Monitor
340-0300 1 PowerEdge Expandable RAID
Controller (PERC), SCSI-3/UW,
16MB/ECC, Dual Channel,
Factory Install
340-0316 1 RAID 5, All Same Size Drives,
Single Volume
Factory Install
340-1288 1 9.1 GB LVD SCSI Hard Drive
For Dell PowerEdge 4200/6100
and SDS100,
Factory Install
340-1288 1 9.1 GB LVD SCSI Hard Drive
for Dell PowerEdge 4200/6100
and SDS100,
Factory Install
340-5891 1 1.44MB Floppy Drive,
Factory Installed
365-1234 1 ReadyWare Factory Installation
Service
430-0008 1 Intel EtherExpress PRO 100/B
PCI Ethernet Adapter,
Factory Install
430-2185 1 Microsoft NTS 4.0 on CD,
10 Client Access Licenses,
OEM Packaging, US Version,
Factory Install
900-2750 1 SelectCare, Next Business Day .00 .00
On-Site Service Contract,
Initial Year, Wang
900-2752 1 SelectCare, Next Business Day .00 .00
On-Site Service Contract,
2 Year Extended, Wang
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EXHIBIT A (Cont.)
Page 4 of 4
EQUIPMENT MODEL SERIAL PURCHASE
SUPPLIER QUANTITY DESCRIPTION NUMBER NUMBER PRICE
-------- -------- ----------- ------ ------ --------
340-0464 1 12/192GB DDS-3 Autoloader,
Supports up to 8 Tapes
Internally, Factory Install
340-0477 1 Seagate Bup Exec v7.0 for NT &
v7.5 for NetWare-Sngl Server
Edition, CD ROM, Eng/Fr/Ger/Sp
/Japanese, Non-Factory Install
340-0478 1 Seagate Bup Exec v7.0 for NT &
v7.5 for NetWare-Auto Loader
Module, CD ROM, Eng/Fr/Ger/Sp/
Japanese, Non-Factory Install
340-1288 1 9.1GB LVD SCSI Hard Drive
for Dell PowerEdge 4200/6100
and SDS100,
Factory Install
340-1288 1 9.1GB LVD SCSI Hard Drive
for Dell PowerEdge 4200/6100
and SDS100,
Factory Install
340-1288 1 9.1GB LVD SCSI Hard Drive
for Dell PowerEdge 4200/6100
and SDS100,
Factory Install
340-1288 1 9.1GB LVD SCSI Hard Drive
for Dell PowerEdge 4200/6100
and SDS100,
This quote is subject to the terms of
the agreement signed by you and Dell, or
absent such agreement, is subject to the
applicable Dell standard terms of sale.
SUB TOTAL 16,466.04
TAX 1,283.15
SHIPPING & HANDLING 90.00
OTHER .00
TOTAL $17,839.19
Thank you for calling Dell
PARAGON VOICE SYSTEMS
00 000-000 Dialogic D/240SC-T1 Voice 3,950.00 47,400.00T
Processing Board
F&H Freight & Handling 50.00 50.00
Sales Tax 7.75% 3,673.50
TOTAL $51,123.50
EQUIPMENT LOCATION:
Interactive Telesis, Inc.
000 Xxxxxxxxx Xxxx., Xxx. 000
Xxxxxxxxx, XX 00000
LESSEE ___ (Initial)
LESSOR ___ (Initial)
