EQUIPMENT LEASE AGREEMENT
THIS EQUIPMENT LEASE (the "Lease") is made this 28th day of
November, 2000, by and between SPORLOX CORPORATION, a Nevada
corporation (the "Lessor"), and C & C ASSOCIATES, INC., a
Panamania company (the "Lessee").
EXPLANATORY STATEMENT
Lessor has acquired the rights to the use of certain
equipment necessary to the conduct of mining operations. Lessee
is engaged in the exploration and development of precious metal
mining claims and properties. Lessor desires to lease to Lessee,
and Lessee desires to lease from Lessor, such equipment.
NOW, THEREFORE, in consideration of the Explanatory
Statement, which shall be deemed to be a substantive part of this
Lease, and of the mutual covenants, promises, agreements,
representations and warranties hereinafter set forth, the parties
hereby covenant, promise, agree, represent and warrant as
follows:
1. Lease. Lessor shall lease to the Lessee, and Lessee shall
lease from the Lessor, each item of machinery, equipment or other
personal property (the "Equipment") listed in Section 2 below and
incorporated by reference herein on the terms and conditions set
forth in this Lease. Lessee may from time to time lease
additional items of equipment from the Lessor pursuant to this
Lease by amendment to this Lease pertaining to such items of
Equipment, initialed or signed by the Lessor and Lessee and,
thereafter, such equipment shall be subject to the terms of this
Lease and shall be deemed to be "Equipment" for all purposes
under this Lease.
2. Equipment. The equipment leased by Lessor to Lessee
necessary to the conduct of Lessee's business shall consist of
(a) a rotary furnace, and (b) a Precious Metal ElectroWinning
System.
3. Term. The term of this Lease with respect to each item of
Equipment shall be for one (1) year from date hereof, which can
be renewed for an additional one year by mutual agreement upon 30
days written notice by either party.
4. Delivery and Inspection. The Lessor shall deliver or
cause delivery of each item of the Equipment to the address or
addresses to be provided by Lessee. Lessee shall pay and be
responsible for all charges, costs and expenses incurred by
Lessor in connection with the delivery and installation of the
Equipment. Upon delivery, Lessee shall inspect and test each item
of the Equipment in order to determine whether such item of
Equipment is in good condition and repair. Lessee shall promptly
give notice in writing to Lessor of any defect or non-conformance
to description (a "Non-Acceptance Notice") within a period of 20
days after delivery of such item of Equipment to Lessee (the
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"Acceptance Period") and Lessor shall have 30 days after receipt
of the Non-Acceptance Notice to cure such non-conformity or
defect with respect to each and every item as to which the
Non-Acceptance Notice shall have been given. For each item of
Equipment as to which a Non-Acceptance Notice shall not have been
given ("Conforming Equipment") and for each item of Equipment as
to which a defect or non-conformity shall be cured ("Repaired
Equipment"), Lessee shall execute and deliver to Lessor a
Certificate of Acceptance, in form attached hereto as Exhibit A.
Such Certificate of Acceptance shall be delivered to the Lessor
within 20 days after the expiration of the Acceptance Period with
respect to Conforming Equipment and within 20 days after the cure
of any nonconformity or defect with respect to Repaired
Equipment. Delivery of the Certificate of Acceptance or failure
to deliver such Certificate of Acceptance within the time
provided herein with respect to any item of Equipment shall
conclusively establish, between Lessor and Lessee, that such item
of Equipment was in good condition and repair and without
defects.
5. Rent.
5.1. Lessee shall pay rent for the Equipment leased
hereunder in the amount of US$25,000.00 annually. The annual
rental payment is due and payable in full in advance upon
execution of this Lease. All rent and any other sums payable
hereunder shall be paid by the Lessee to the Lessor at the
address set forth in Section 15.3 hereof or at such address as
the Lessor may hereafter direct.
5.2. Lessee's obligation to pay rent and other amounts
due under this Lease shall be absolute and unconditional and
shall not be affected by reason of any defect in, damage or
destruction to, or the taking or requisitioning of, the Equipment
or for any other reason or cause, it being the intention of the
parties hereto that the rents and other amounts payable by Lessee
hereunder shall continue to be payable in all events unless the
obligation to pay the same shall be terminated pursuant to the
terms and provisions hereof. The rents and other amounts which
Lessee is obligated to pay shall be paid without notice or
demand, and without setoff, counterclaim, abatement, suspension,
deduction or defense, including, but not limited to, abatement or
reductions due to any present or future claims of Lessee against
Lessor under this Lease or otherwise or against the manufacturer,
owner or installer of any item of the Equipment.
6. Location, Ownership and Use.
6.1. For so long as the Lessee shall not be in default
hereunder, Lessee may possess and use each item of the Equipment
during the term of this Lease therefor and shall have the right
to quiet enjoyment thereof in accordance with the terms and
conditions of this Lease.
6.2. Location. Each item of the Equipment shall be
located and used at the address where the Equipment was delivered
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pursuant to Section 4 hereof and shall not be removed therefrom
or used at any other location without the prior written consent
of the Lessor, which consent shall not be unreasonably withheld.
6.3. Title. The Equipment is and shall at all times be
and remain the sole and exclusive property of Lessor. Lessee
shall have no right, title or interest therein or thereto except
as expressly set forth in this Lease, and Lessee shall defend and
protect, at its own cost and expense, the title of Lessor from
and against all claims, liens and legal processes of creditors of
the Lessee. At the request of the Lessor, Lessee shall
conspicuously xxxx the Equipment by stencils, plaques, labels or
such other means as Lessor shall reasonably request to identify
the Lessor as the owner of such Equipment.
6.4. Alterations and Additions. Lessee shall not alter,
upgrade or affix or install any accessory, equipment or device
on, any item of Equipment without the Lessor's prior written
consent. All repairs, replacement parts, supplies, accessories,
equipment and devices furnished or affixed to any item of
Equipment shall become the property of Lessor, unless the Lessor
otherwise agrees in writing.
6.5. Equipment Is Personal Property. The Equipment
shall remain personal property regardless of whether it shall
become affixed or attached to real property or permanently rest
upon any real property or any improvement thereon. Lessee agrees
to execute, seal and deliver such agreements and other documents,
executed by all parties having an interest in real property to
which any of the Equipment shall be affixed, as Lessor may
reasonably request from time to time with respect to the identity
of the Equipment as personal property.
6.6. Mode of Use. Lessee shall use and operate the
Equipment in a manner usual and customary for the type of
Equipment involved and shall be liable to the Lessor for any and
all damages incurred by abuse or misuse of the Equipment.
6.7. Compliance with Applicable Law. Lessee shall at
all times comply with all laws, ordinances or regulations, any
insurance policies and any warranties of the manufacturer
relating to the use, operation or maintenance of the Equipment.
6.8. Lessor's Right of Inspection. Lessor shall, at any
time during normal business hours, have the right to inspect and
examine the Equipment and Lessee's related records, wherever
located, and to exhibit the Equipment to third parties. Lessee
shall furnish Lessor with such reports concerning the status and
condition of the Equipment as Lessor may from time to time
request.
7. Covenants of Lessee.
7.1. No Transfer. Lessee shall not sell, transfer,
lease, sublease, assign, or otherwise dispose of any of the
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Equipment or any interest therein, and shall not part with
possession or control of any item of Equipment or pledge,
hypothecate, mortgage, grant a security interest in or otherwise
encumber any item of the Equipment, without the prior written
consent of the Lessor, which Lessor may withhold in its absolute
discretion.
7.2. Liens and Security Interests. Lessee shall at all
times keep the Equipment free from all liens, security interests
and encumbrances of every kind and nature and shall not permit
any lien, security interest or encumbrance to exist, accrue or
remain on the Equipment or any item thereof.
7.3. Further Assurances. Lessee will promptly and duly
execute and deliver to Lessor such further documents and
assurances and take such further action as Lessor may from time
to time reasonably request in order to carry out the intent and
purpose of this Lease and to establish and protect the rights and
remedies created or intended to be created in favor of Lessor
hereunder, including, but not limited to, execution and delivery
of one or more financing statements with respect to the
Equipment. Lessee shall be responsible for and shall pay all
costs for preparation and recording of any such documents and
financing statements. Anything in this Lease to the contrary
notwithstanding, it is hereby agreed that this Lease shall be
deemed to be a lease and not a security agreement (as defined in
the Uniform Commercial Code). In the event that this Lease shall
be deemed to be a security agreement, the Lessor shall have, in
addition to the remedies provided for under Section 13 hereof,
all of the rights and remedies of a secured party under the
Nevada Uniform Commercial Code.
7.4. Maintenance and Repairs. Lessee shall keep and
maintain each item of Equipment in good operating order,
appearance and repair, in accordance with the recommendations of
its manufacturer and otherwise, reasonable wear and tear from
authorized use excepted. The cost of such maintenance and repair
shall be paid by the Lessee; provided, however, that the Lessee
shall be reimbursed therefor in accordance with and to the extent
provided by Section 8 hereof; and provided further, that the
Lessor shall approve in advance any contract or agreement to
repair or maintain the Equipment or any item thereof which (i)
shall provide for payment of an aggregate dollar amount in excess
of 10% of the aggregate annual rental payable in respect of the
item or items to be repaired or maintained pursuant to such
contract or agreement or (ii) shall be for a term in excess of
one year.
7.5. Licensing, Registration and Taxes. Lessee shall
license and register the Equipment as required by applicable law
or regulation, and shall file in a timely manner any required tax
returns and reports concerning the Equipment with all appropriate
government authorities. Lessee shall pay and discharge when due
all title, license and registration fees, assessments, sales,
use, property and other taxes, charges or impositions (excluding
any tax measured by Lessor's net income), together with any
penalties or interest, now or hereafter imposed upon, or in
respect of, any Equipment or the purchase, ownership, delivery,
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leasing, possession, use, operation, return or other disposition
thereof, whether payable by or assessed to Lessor or Lessee. Upon
request, Lessee shall provide Lessor with proof of payment and
copies of any tax returns and reports filed or prepared
concerning the Equipment.
7.6. Insurance.
7.6.1. Lessee shall procure policies of insurance
against the loss, theft and destruction of, or damage of any
nature to any item of the Equipment for the full replacement
value thereof, as determined by Lessor, which insurance policies
shall name Lessor as an additional named insured and loss payee.
The Lessee shall pay any and all premiums in respect of all
policies of insurance which shall be procured pursuant to this
Section 7.6.1, provided that the Lessee shall be reimbursed
therefor in accordance with and to the extent provided by Section
8 hereof.
7.6.2. Lessee shall also procure and maintain
public liability insurance with respect to the Equipment and the
Lessee's use thereof in amounts and against risks as are
consistent with insurance practices of businesses similar to that
of Lessee and are satisfactory to Lessor, which insurance shall
name Lessor as an additional named insured. The Lessee shall pay
and be responsible for any and all premiums in respect of all
policies of insurance which shall be procured pursuant to this
Section 7.6.2.
7.6.3. All policies of insurance shall be in a
form, amount and with insurance companies satisfactory to the
Lessor. The proceeds of such insurance, at the Lessor's option,
shall be applied (i) toward the replacement, restoration or
repair of the Equipment or (ii) toward payment of any obligations
of the Lessee hereunder, with any excess to be retained by
Lessor. Lessee hereby appoints Lessor as Lessee's
attorney-in-fact to make claim for, receive payment of, and
execute and endorse all documents, checks or drafts for, any loss
or damage covered under such insurance policies.
7.7. Loss or Damage. Lessee hereby assumes and shall
bear the entire risk of loss of, theft of, damage to, or
destruction of the Equipment or any item thereof from any cause
whatsoever (a "Casualty Occurrence"). No Casualty Occurrence to
the Equipment or any item thereof shall relieve Lessee from its
obligation to pay rent when due hereunder or to perform any other
of its obligations under this Lease. In the event of a Casualty
Occurrence to any item of Equipment, Lessee shall give Lessor
prompt notice thereof and shall thereafter place such item in
good repair, condition and working order; provided, however, that
if such item is determined by Lessor to be lost, stolen,
destroyed or damaged beyond repair, Lessee at Lessor's option
shall (a) replace such item with like Equipment in good repair,
condition and working order and cause transfer of clear title to
such replacement item to Lessor, or (b) pay the Lessor the market
value thereof less any proceeds of insurance thereon received by
Lessor. Upon such replacement or payment, as appropriate, this
Lease shall terminate with respect to the items so replaced or
paid for.
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7.8. Return of Equipment. On the date of expiration or
termination of this Lease with respect to such item of Equipment,
Lessee shall, at its expense, promptly return and deliver such
Equipment to the Lessor at the address set forth in Section 15.3
hereof or at such other place as the Lessor may, by written
notice to the Lessee, designate. All costs of delivering the
Equipment to the Lessor and all risk of loss, theft, damage or
destruction of or to such item of Equipment during transit
thereof shall be borne by Lessee.
8. Condition of Returned Equipment. Upon the return of such
Equipment to Lessor, it shall be in the same operating order,
repair, condition and appearance as when received, reasonable
wear and tear from authorized use excepted.
9. Warranties. LESSOR EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES, EXPRESS OR IMPLIED, IN RESPECT OF THE EQUIPMENT
INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OF TITLE.
Lessee hereby waives all claims against Lessor for losses,
damages, costs and expenses (including, without limitation, loss
of profits and incidental or consequential damages) arising out
of the delivery, installation, use, operation or maintenance of
the Equipment or otherwise concerning the Equipment. Lessee
acknowledges that Lessor is not a dealer in equipment of any kind
or the agent of any manufacturer, that the Equipment is of a
type, size, design and capacity selected solely by Lessee, and
that each item of Equipment is being leased for use in the
conduct of Lessee's business. If, after delivery of the
Equipment, such item of Equipment is not properly installed, does
not operate as represented or warranted, or is unsatisfactory for
any reason, Lessee shall make any claim on account thereof
against the manufacturer, owner or installer and shall not assert
any such claim against the Lessor, and no such occurrence shall
relieve Lessee of any of its obligations hereunder. During the
term of this Lease, Lessor hereby assigns to Lessee any
assignable warranty, whether express or implied, on each item of
Equipment, provided that Lessee is not then in default hereunder.
All claims or actions on any warranty so assigned shall be made
or prosecuted by Lessee, at its sole expense, and Lessor shall
have no obligation to make any claim in respect of any such
warranty. Any recovery in cash or cash equivalent under any such
warranty shall be made payable to Lessor and, at Lessor's sole
option, may be used to repair or replace the Equipment.
10. Lessee's Representations. Lessee represents and warrants
to the Lessor on the date hereof and on the delivery date with
respect to any item of Equipment which shall become subject to
this Lease that:
10.1. Organization. The Lessee is a company duly
organized, validly existing and in good standing under the laws
of its country of organization and has all requisite corporate
power and authority to enter into this Lease and to carry out the
transactions contemplated hereby.
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10.2. Authorization. The execution, acknowledgment,
sealing, delivery and performance by the Lessee of this Lease has
been duly authorized by all requisite action; and this Lease has
been duly executed, acknowledged, sealed and delivered by the
Lessee and constitutes the valid and binding obligation of the
Lessee enforceable in accordance with its terms.
10.3. No Default. The execution, acknowledgment,
sealing, delivery and performance of this Lease by the Lessee and
compliance with the provisions hereof by the Lessee will not (a)
violate any provision of law, statute, rule or regulation or any
order of court or other agency of government, or (b) conflict
with or result in any breach or violation of any of the terms,
conditions or provisions of, or constitute (with due notice or
lapse of time or both) a default or permit acceleration of any
debt under, or result in the creation of any lien, security
interest, charge or encumbrance upon any item of the Equipment
under the Articles of Organization, Bylaws of Operating
Agreement, whichever the case, of the Lessee, or any indenture,
mortgage, lease, contract, agreement or other instrument to which
the Lessee is a party or by which the Lessee is bound or
affected.
10.4. Compliance. The Lessee has all foreign
governmental licenses and permits necessary or required for the
use of the Equipment, and such licenses and permits are in full
force and effect, and no violations exist in respect of any such
licenses or permits, and no proceeding is pending or threatened
to revoke or limit the use of any item of Equipment.
10.5. Consents. All consents and approvals of, or
notices to, any third party or governmental authority or agency
that are necessary to permit the transactions contemplated by
this Lease or to permit the use of the Equipment at any facility
or location at which the Lessee intends to use or operate such
Equipment have been obtained or given.
11. Indemnity. Lessee shall indemnify, defend and hold
Lessor harmless from and against any and all claims, actions,
suits, proceedings, damages, expenses, losses, costs,
disbursements, obligations, liabilities and liens (including
attorneys', accountants' and experts' fees) arising out of or
relating to (a) the breach or violation by the Lessee of any
term, covenant, promise, agreement, representation or warranty of
this Lease, (b) injury to any person or property resulting from
or based upon the actual or alleged use, operation, delivery, or
transportation of any or all of the Equipment or its location or
condition or as a result of the use thereof by Lessee, (c)
inadequacy of any item of the Equipment for any purpose, (d) any
deficiency or defect in the Equipment or in the use or
maintenance thereof or in any repairs, servicing or adjustments
thereto, (e) any delay in providing or failure to provide any
such item of Equipment, or (f) any interruption or loss of
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service or use of any item of Equipment or any loss of business
or injury to any person or property resulting therefrom. Lessee
shall, at its own cost and expense, defend any and all suits
which may be brought against Lessor, either alone or in
conjunction with others, upon any such liability or claim or
claims and shall satisfy, pay and discharge any and all judgments
and fines that may be recovered against Lessor in any such action
or actions; provided, however, that Lessor shall give Lessee
written demand of any such claim or demand.
12. Events of Default. The occurrence of any one or more of
the following events shall constitute an Event of Default
hereunder:
12.1. The non-payment by Lessee of any sums due under
this Lease, including, but not limited to, the annual rental fee,
sums due as an indemnity, Excess Item Expenses or other charges,
as and when due;
12.2. The breach or violation by the Lessee of any
term, covenant, promise, agreement, representation or warranty of
this Lease;
12.3. If the Lessee (i) applies for or consents to the
appointment of, or if there shall be a taking of possession by, a
receiver, custodian, trustee or liquidator for the Lessee or any
of its property; (ii) becomes generally unable to pay its debts
as they become due; (iii) makes a general assignment for the
benefit of creditors or becomes insolvent; (iv) files or is
served with any petition for relief under the Bankruptcy Code or
any similar foreign governmental statute; (v) has any judgment
entered against it in excess of US$25,000 in any one instance or
in the aggregate during any consecutive 12 month period or has
any attachment or levy made to or against any of its property or
assets; (vi) defaults with respect to any evidence of
indebtedness or liability for borrowed money, or any such
indebtedness shall not be paid as and when due and payable; or
(vii) has assessed or imposed against it, or if there shall
exist, any general or specific lien for any governmental taxes or
charges against any of its property or assets; or
12.4. Any default, breach or violation of or under any
debenture, bond or evidence of indebtedness of the Lessee.
13. Remedies.
13.1. Upon the occurrence of any Event of Default,
Lessor may, without the necessity of notice to the Lessee
exercise one or more of the following remedies: (i) proceed by
appropriate court action, in law or equity, to enforce Lessee's
performance of this Lease or to recover any and all damages or
expenses sustained by Lessor due to Lessee's breach hereof, (ii)
terminate Lessee's rights hereunder with respect to any or all
items of Equipment, (iii) enter upon any premises where any item
of the Equipment may be located and take possession of such
Equipment, Lessee waiving any right of action resulting from such
entry and repossession, (iv) require the Lessee to assemble the
Equipment at the Lessee's principal office and make such
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Equipment available to the Lessor at such location, or (v) any
other right or remedy accruing or available to the Lessor upon
default hereunder. In the event of repossession, Lessor shall
have the right, but not the obligation, to (i) use or lease the
Equipment or any portion thereof for such period, rental and to
such person as Lessor shall elect, or (ii) sell the Equipment or
any portion thereof at public or private sale without demand or
notice to Lessee. Notwithstanding any repossession, or any other
action which Lessor may take, Lessee shall be and remain liable
for the full performance of all obligations on the part of Lessee
to be performed under this Lease and Lessor shall not have any
obligation to mitigate damages hereunder.
13.2. Lessee shall pay on demand, all expenses,
charges, costs and fees (including attorneys', accountants' and
experts' fees) paid or incurred by or on behalf of Lessor after
an Event of Default hereunder in connection with the collection
of any amounts due hereunder, repossession of the Equipment and
the exercise of any remedy set forth herein.
13.3. Each right, power and remedy of Lessor as
provided for in this Lease or now or hereafter existing at law or
in equity or by statute shall be cumulative and concurrent and
shall be in addition to every other right, power or remedy
provided for in this Lease or now or hereafter existing at law or
in equity or by statute and the exercise by Lessor of any one or
more of such rights, powers or remedies shall not preclude the
exercise by Lessor of any or all such other rights, powers or
remedies.
13.4. No failure or delay by Lessor to insist upon the
strict performance of any term, condition, covenant or agreement
of this Lease or to exercise any right, power or remedy
consequent upon a breach thereof, shall constitute a waiver of
any such term, condition, covenant or agreement or of any such
breach, or preclude Lessor from exercising any right, power or
remedy at any later time or times. By accepting payment after the
due date of any amount payable under this Lease, Lessor shall not
be deemed to waive the right either to require prompt payment
when due of all other amounts payable under this Lease or to
declare a default for failure to effect such prompt payment of
any such other amount.
14. Lessor's Performance of Lessee's Obligations. In the
event that the Lessee shall fail to maintain and repair the
Equipment, procure and maintain insurance, pay fees, charges,
assessments and taxes or to otherwise fail to duly and promptly
perform any of its obligations under this Lease, the Lessor shall
have the right, but not the obligation, to perform any act or to
make any payment which the Lessor deems necessary, including, but
not limited to, payment of such sums as shall be necessary to
retain such insurance, to repair or maintain the Equipment or pay
fees, assessments, charges and taxes. To the extent that the
Lessor shall not be obligated to pay any such sums pursuant to
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Section 8 of this Lease, the Lessee shall immediately pay to
Lessor the full amount of any and all such sums paid or incurred
by the Lessor and any reasonable legal fees incurred by Lessor in
connection therewith.
15. Miscellaneous.
15.1. Assignment. Lessor may, at any time, assign all
or any portion of this Lease, the Equipment, or the rental
payments due if this Agreement is renewed pursuant to Section 2
of this Lease, and Lessee agrees to recognize such assignment,
and upon assignment of any payments hereunder and written notice
thereof to Lessee, to unconditionally pay directly to any such
assignee all rentals and other sums due or to become due
hereunder. The right of any such assignee shall not be subject to
any defense, counterclaim, or set-off which Lessee may have
against the Lessor. If any assignee of the Lessor shall assume
all of the Lessor's obligations and duties hereunder, the Lessor
shall thereafter have no rights, duties, liabilities or
obligations under this Lease and in the event of any breach
hereof, the Lessee shall pursue all rights on account thereof
solely against such assignee. Upon receipt of a written request
from Lessor, Lessee shall furnish Lessor and its assignee with a
written acknowledgement that this Lease is in full force and
effect, without any claim by Lessee against Lessor for any
counterclaim or setoff. Lessee may not, without the prior written
consent of Lessor, by operation of law or otherwise, assign,
transfer, pledge, grant a security interest in, hypothecate, or
otherwise dispose of this Lease or any interest therein.
15.2. Entire Agreement. This Lease and the Schedule and
Exhibit hereto contain the entire agreement among the parties
with respect to the subject matter hereof and supersede all prior
arrangements and understandings with respect thereto.
15.3. Notices. All notices, requests, consents and
other communications hereunder to any party shall be given by
written instrument delivered in person, against signed receipt,
or duly sent by first-class registered or certified United States
mail, return receipt requested, postage prepaid, addressed to
such party at the address set forth below or such other address
as may hereafter be designated in writing by the addressee to the
addressor listing all parties:
(i) if to the Lessor, to:
Xxxx X. Xxxxxx
Sporlox Corporation
0000 Xxxxxx Xxxxxx
Xxx Xxxxx, XX 00000
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(ii) if to the Lessee, to:
Xxxxxxx Xxxxxx Xxxxx, President
C& C Associates, Inc.
00-00xx Xx. Xxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxx, Xxxxxxxx of Panama
PO 7797 Panama #9
Republic of Panama
All notices so given shall be deemed to have been received
when so delivered or when deposited in the United States mail.
15.4. No term or provision of this Lease may be
modified, amended, changed or waived, temporarily or permanently,
except, in the case of modifications, changes and amendments,
pursuant to the written consent of all of the parties to this
Lease, and, in the case of waiver, pursuant to a writing by the
person so waiving. The waiver by the Lessor of any provision of
this Lease shall be applicable only to the instance or occurrence
for which such waiver was obtained by the Lessee and shall not
constitute a consent or a waiver with respect to any other act,
instance or occurrence.
15.5. Consent to Jurisdiction. The Lessee agrees and
consents that any action, suit or proceeding arising out of or
brought to enforce this Lease may be brought in any appropriate
court in the State of Nevada, including the United States
District Court for the District of Nevada, or in any other court
having jurisdiction over the subject matter, all at the sole
election of the Lessor, and by the execution of this Lease the
Lessee consents to the jurisdiction of each such court.
15.6. Headings. The headings of the various sections of
this Lease have been inserted for convenience of reference only
and shall not be deemed to be a part of this Agreement.
15.7. Governing Law. This Lease shall be governed by,
construed and enforced in all respects in accordance with the
laws of the State of Nevada.
IN WITNESS WHEREOF, each of the parties hereto has executed,
acknowledged, sealed and delivered this Lease as of the day,
month and year first above written.
C & C ASSOCIATES, INC.
Lessee
By:/s/ Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxxx Xxxxx,President
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SPORLOX CORPORATION
Lessor
By:/s/ Xxxx Xxxxxxx Xxxxxx
Title: Secretary/Treasurer/Director
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EXHIBIT A
CERTIFICATE OF ACCEPTANCE
C & C ASSOCIATES, INC., a Panamania company ("Lessee"),
certifies to SPORLOX CORPORATION, a Nevada corporation (the
"Lessor"), that as of the date hereof it has received, inspected,
approved and accepted delivery of the equipment more particularly
described in Section 2 of the Equipment Lease Agreement (the
"Equipment"). Lessee further certifies that each item of the
Equipment is in good repair and condition and conforms to the
description of such item of Equipment set forth in Section 2 of
the Equipment Lease Agreement between the Lessee and Lessor,
dated November 28, 2000, and all specifications applicable
thereto.
Date: December 5, 2000
C & C ASSOCIATES, INC.
Lessee
By: /s/ Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxxx Xxxxx, President
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