HAI Capital, Inc.31889 Corydon Rd., Suite 120, Lake Elsinore, California 92530 Tel: 877-280-4242o Fax: 951-471-2379LEASE NUMBER 25178001H FULL LEGAL NAME AND ADDRESS OF LESSEE Internal Fixation Systems, Inc.11767 S. Dixie Hwy., Suite 121Pinecrest, FL 33156SUPPLIER OF EQUIPMENT (COMPLETE ADDRESS) HFO-Tampa913 U.S. Hwy. 301 SouthTampa, FL 33619QUANTITYDESCRIPTION, MODEL #, CATALOG #, SERIAL OR OTHER IDENTIFICATION EQUIPMENTLEASEDSee Schedule A attached hereto and made part of.EQUIPMENT LOCATION IF DIFFERENTSTREET ADDRESS 10100 NW 116th Way, Suite 18 CITY Medley STATE FLZIP 33178 TERMSAMOUNT OF EACH PAYMENTMONTHLY q OTHER/SPECIFY qTERM OF LEASE (NO. OF MONTHS)NO OF PAYMENTSADVANCE RENTALS APPLY TO FIRST AND LAST ___MONTHSSECURITY DEPOSIT

18. TIME OF ESSENCE. Time is of the essence of this Lease, and this position shall not be impliedly waived by the acceptance on occasion of late or defective performance.

 

19. DEFAULT. An Event of Default shall occur hereunder if:

(a) Lesee fails to pay any installment of rent or other payment required hereunder when due and such failure continues for a period of 10 days; or

(b) Lesee fails to observe, keep, or perform any provision of this Lease, and such failure shall continue for a period of 10 days; or

(c) Lessee has made any false or misleading statement in connection with application for, or performance of, this Lease; or

(d) The Equipment, or any part thereof, shall be subject to any lien, levy, seizure, assignment, transfer, bulk transfer, encumbrance, application, attachment, execution, sublease or sale without prior written consent of Lessor, or if Lessee shall abandon the Equipment, or permit another entity or person to use the Equipment without the prior written consent of Lessor; or

(e) Lessee dies, or ceases to exist as a going concern, or

(I) Lessee defaults under the terms, provisions, or conditions of any other agreement Lessee has with Lessor; or

(g) If a petition in bankruptcy, arrangement, insolvency, or reorganization is filed by or against Lessee, or if Lessee sells all or a substantial part of Lessee's assets, or if a majority of Lessee's voting stock is transferred; or if Lessee shall make an assignment for the benefit of creditors, or

(h) If there shall be a material adverse change in the financial or business condition of the Lessee; or

(i) Any guarantor of this Lease defaults on any obligation to Lessor, whether or not under this Lease, or any of the above-listed events of default occur with

respect to any such guarantor.

(j) The Lessee breaches its real property lease with its landlord.

 

20. REMEDIES. Upon the occurrence of any Event of Default hereunder, Lessor, with or without notice to Lessee, shall have the right to exercise any one or more of the following remedies, concurrently or separately, and without any election of remedies being deemed to have been made.

(a) Lessor may enter upon Lessee's premises and, without any court order or other process of law, may repossess and remove the Equipment, or render the Equipment unusable without removal, either with or without notice to Lessee. Lessee hereby waives any trespass or right of action for damages by reason of such entry, removal, or disabling. Any such repossession shall not constitute a termination of this Lease, unless Lessor so notifies Lessee in writing,

(b) Lessor may require Lessee, at Lessee's sole cost and expense, to return the Equipment in good repair, ordinary wear and tear from proper use thereof alone excepted, by delivering it, packed and ready for shipment, to such place or carrier as Lessor may specify;

(c) Lessor may cancel or terminate this Lease and may retain any and all pnor payments paid by or for the account of Lessee;

(d) Lessor may declare all sums due and to become due under this Lease and under any other agreement Lessee may have with Lessor immediately due and payable, without notice or demand to or upon Lessee;

(f) Lessor may sue for and recover from Lessee the sum of all unpaid rents and other payments due under this Lease then accrued, all accelerated future payments due under this Lease, discounted to their present value at a discount rate of 8% as of the date of default, plus Lessor's estimate at the time this Lease was entered into of Lessor's residual interest in the Equipment, reduced to present value at a discount rate of 8% as of the date of default, less the net proceeds of disposition, if any, of the Equipment.

(g) Lessor may sue for and recover from Lessee the sum of all amounts due and to become due under any other agreements between Lessee and Lessor under the same formula as set forth in subsection (f) of this Paragraph;

(h) Lessor may pursue any other remedy available by law, by statute, or in equity.

No right or remedy herein conferred upon or reserved to Lessor is exclusive of any other right or remedy herein, or by law or by equity provided or permitted, but each shall be cumulative of every other right or remedy given by statute or otherwise, and may be enforced concurrently therewith or from time to time. No single or partial exercise by Lessor of any right hereunder shall preclude any other or further exercise of any other right or remedy.

 

21. LESSEE REPRESENTATIONS AND COVENANTS. Lessee represents and covenants with Lessor that all financial and other information furnished to Lessor in connection with this Lease was, at the time of delivery to Lessor, true and correct in all respects. During the term of this Lease, Lessee shall furnish to Lessor such interim or annual financial statements as Lessor may request from time to time.

 

22. NOTICES. Services of all notices under this Lease shall be sufficient if given personally or mailed to the intended party at its respective address as set forth herein, or at such other address as said party may provide in writing from time to time. Any such notice mailed to said address shall be effective 3 days following the date when deposited in the United States Mail, duly addressed and with sufficient postage thereon prepaid.

 

23. ENTIRE AGREEMENT; GOVERNING LAW; VENUE; GENERAL. This Lease, together with any and all addenda or supplements hereto, contains the entire agreement between the parties and may not be altered, amended, modified, terminated, or otherwise changed except by a writing signed by the parties, or as otherwise provided hereinabove. The parties hereto agree that this Lease is made and executed in the County of Riverside, State of California. This Lease shall be binding when accepted by Lessor at its principal office in the County of Riverside, State of California and shall be governed by and construed according to the laws of the State of California. Lessee agrees that all actions of proceedings instituted by Lessee of Lessor hereunder shall be brought in a court of competent jurisdiction in Riverside County, California. Lessee shall pay to Lessor all costs and expenses, including attorneys' fees and Court costs incurred by Lessor and awarded by the Court in exercising any of Lessor's rights or remedies hereunder or enforcing any of the terms or provisions herein. Furthermore, should Lessor, without fault on Lessor's part, be made a party to any litigation instituted by third parties against Lessee or Lessor as a result of Lessee's use of the Equipment, Lessee covenants to pay Lessor all costs and expenses, including reasonable attorneys' fees, incurred by Lessor in connection with such litigation. Lessee agrees that Paragraph headings will not affect the interpretation of the provisions of the Lease. Lessee waives, insofar as permitted by law, right to trial by jury in any action between the parties. Lessor and Lessee intend this Lease to be a valid and subsisting legal document and agree that no provision of the Lease wh ich may be deemed unenforceable shall in any way invalidate any other provision or provisions of the Lease, all of which shall remain in full force and effect. This Lease shall be binding upon the parties, their heirs, successors, legal representatives and assigns. The liability of Co-Lessees hereunder shall be joint and several. Wherever the context so requires herein, the singular number includes the plural and the plural number includes the singular; masculine terms include the feminine and neuter and vice-versa.

 

Notwithstanding anything to the contrary in the referenced Lease, Lessee may prepay the obligation evidenced thereby at any time during its original term without penalty for so doing; provided, however, that such prepayment may be made without penalty only if the Lessee has promptly and faithfully performed all of its obligations under the Lease, including, without limitation, its obligation to remit the monthly payments under the Lease promptly when due.

 

The prepayment amount shall be the then sum of all unpaid rents and other payments due under the Lease, the accrued and all future payments due under the Lease, discounted to their present value at a discount rate of 6.00% as of the date of prepayment. All other terms, conditions and provisions of the Lease shall remain unchanged and in full force and effect.

 

 

THIS SCHEDULE is attached to and made part of a certain Lease Rental Agreement number 25178001H, dated Nov 3, 2009     ("Lease") between HAI Capital, Inc. as Lessor, and Internal Fixation Systems, Inc., as Lessee. Lessor and Lessee agree that Lessee is obligated for the original term of the Lease to make periodic rental payments under the Lease as follows:

 

Thirty (30) days after Lessee accepts the equipment, and for fifty-nine (59) successive months thereafter (for a total of 60 payments), Lessee shall pay Lessor monthly rentals in the amount of $1,114.60 each plus any applicable tax.

Lessee hereby acknowledges and affirms that Lessee has received the Equipment exactly as described under the Lease Rental Agreement and on any Schedule or Schedules annexed thereto and that the Equipment has been installed, Lessee further acknowledges and affirms that said Equipment has not been delivered, installed or accepted on a "trial basis". Lessee affirms that Lessor has made no representations or warranties whatsoever as to the Equipment.

 

Lessee acknowledges and affirms that Lessor is not responsible for any service contracts or duties to be performed thereunder and that such contracts do not affect Lessee's obligation to Lessor under the Lease Rental Agreement.

 

(a) Lessee, alone and in its sole discretion, has selected the equipment which is the subject of the Agreement ("Equipment") and the Supplier thereof, namely, HFO-Tampa; and

 

(b) Lessor has made no representations, warranties, or promises, written or oral, express or implied, as to the fitness of the Equipment for any particular purpose, its merchantability, its potential profitability or cost-saving potential, condition, quality, durability, or latent or patent defects; and

 

(c Any agreement for the installation, service, maintenance, or repair of the Equipment is a matter between the Supplier of the Equipment and the Lessee; and any failure of said Supplier to perform or any failure of the equipment to perform shall not be grounds for Lessee to fail to perform any of its obligations under the Agreement; and

 

(d Lessee may have rights as to Equipment warranties from the Supplier specified in Paragraph "a", above; and

 

 

(e) Neither the Supplier, nor any of its agents, representatives, employees, or sales personnel are in any way to be construed as being agents of Lessor. Consequently, none of them is in any way authorized to waive or alter any of the terms, provisions, or conditions of the Agreement, or to make any representations whatever on behalf of Lessor with regard to the agreement; and

 

(f) The Equipment is and shall remain personal property, even though installed in or attached to real property; and

 

(g) Lessee warrants and represents that all of the financial and other information furnished to Lessor for purposes of Lessor's evaluation of Lessee's creditworthiness for this Agreement was true and correct when prepared and furnished and that there has been no material adverse change in Lessee's business or financial condition since such preparation and furnishing. Furthermore, Lessee warrants and represents that there has been no omission of any information which might have affected Lessor's credit evaluation Lessee's creditworthiness or Lessor's evaluation of any Guarantor's ability to perform under any Guaranty to this Agreement; and

 

SD          initials:

(h)Lessee has thoroughly read and understood the entire Agreement, this Acknowledgment/Estoppel and any other documents which Lessee has signed with regard to this Agreement, or has retained the services of a competent person, such as an attorney, who has explained to Lessee all of the terms, conditions and provisions of the Agreement and of this Acknowledgment/Estoppel.

 

The undersigned is Lessee of certain personal property ("Equipment") which is the subject of the above-referenced Lease Rental Agreement ("Lease"). At Lessee's request, Lessor has purchased the Equipment from HFO-Tampa, ("Vendor"). Lessee has paid a deposit, or form of deposit, to the Vendor as part of one or more of its original purchase orders, prior to or coincident with Lessee's proposal to enter into the Lease with Lessor. Having received all necessary and properly executed documentation pertinent to said Lease, and being satisfied that Lessee has met all of the conditions incident to Lessor's ratification of the Lease, Lessor has paid to the Vendor: (a) the remaining balance of the purchase price of the Equipment; or (b) 100% of the purchase price of the Equipment, it b eing affirmed by Lessee that the vendor has refunded to Lessee the deposit(s) herein above mentioned. In either case, in return for such payment to the Vendor, Lessor has received a Bill of Sale or Invoice from the Vendor conveying a 100% interest in the Equipment to the Lessor.

Lessee hereby affirmatively states that it is satisfied that its payments under the Lease are based solely on Lessor's payment to the Vendor and do not include Lessee's deposit(s); and Lessee hereby consents to Vendor transferring the entire ownership of the Equipment to the Lessor. Effective on the actual transfer of the ownership of the Equipment to Lessor, Lessee disclaims any ownership interest or rights in the Equipment, save for those the Lessee may have by virtue of its being Lessee under the Lease.

This PERSONAL GUARANTY is entered into on  Nov 3, 2009  by and between Stephen Dresnick ("Guarantor") and HAI Capital, Inc. ("Lessor"). Guarantor offers this PERSONAL GUARANTY as an inducement for HAI CAPITAL to enter into Finance/Lease Agreement #2517800111, with  Internal Fixation Systems, Inc. ("Lessee").

 

To induce Lessor to enter into the within Lease, the undersigned unconditionally guarantees to Lessor the prompt payment when due of all of Lessee's obligations to Lessor. Lessor shall not be required to proceed against Lessee or the Equipment or enforce any other remedy before proceeding against the undersigned. Guarantor consents to any extensions or modification granted to Lessee and the release and/or compromise of any obligation of Lessee or any other obligors and guarantors without in any way releasing the undersigned from its obligations hereunder. This is a continuing Guaranty and shall not be discharged or affected by death of the undersigned, shall bind the heirs, administrators, representatives, successors and assigns, and may be enforced by or for the benefit of any assignee or successor of Lessor. The undersigned agre es and consents to the Courts of the State of California having jurisdiction in Riverside County. In the event the underlying Lease is assigned by Lessor, Guarantor agrees that this Guarantee is an unseverable part of the assignment and that all actions or proceedings hereunder shall be brought in the county and state where the assignee's principal offices are located or where payments on the lease are made. Guarantor agrees not to raise any defenses against the assignee that it could have, or might have, been able to raise against the Lessor. This Guaranty shall be interpreted by the laws of California.

 

Guarantor warrants and represents that Guarantor has an interest, financial or otherwise, in Lessee, and it is to the benefit of the Guarantor that Lessee enter into the Finance/Lease Agreement and other Agreements, or any of them, with Lessor; that Guarantor is and shall remain, familiar with the state of Lessee's finances and the operation of Lessee's business; and that Guarantor understands that Lessor would be unwilling to enter into the Agreements, or any of them, with Lessee without this PERSONAL GUARANTY and that HAI CAPITAL depends upon Guarantor's warranties, covenants and representations.

 

This Guaranty contains the entire agreement between the parties and it may not be altered, amended, modified, or terminated, except by a writing signed by the parties. Should either party institute Suit hereunder, the prevailing party shall be entitled to reasonable attorney fees and costs. No provision of this Guaranty which may be deemed unenforceable shall in any way invalidate any other provision or provisions of the Guaranty, all of which shall remain in full force and effect. This Guaranty may be assigned by Lessor without notice to the Guarantor, but may not be assigned by the Guarantor. This Guaranty shall inure to the benefit of Lessor, its successors, and assigns, and shall bind the Guarantor, his/her heirs, representatives, successors and assigns. Service of all notices regarding this Guaranty shall be sufficient if giv en personally or mailed to the intended party at the address as set forth herein, or at such other address as said party may provide in writing from time to time.

This PERSONAL GUARANTY is entered into on  Nov 3, 2009        by and between Christopher Endara ("Guarantor") and HAI Capital, Inc. ("Lessor"). Guarantor offers this PERSONAL GUARANTY as an inducement for HAI CAPITAL to enter into Finance/Lease Agreement #25178001H, with  Internal Fixation Systems, Inc. ("Lessee").

 

To induce Lessor to enter into the within Lease, the undersigned unconditionally guarantees to Lessor the prompt payment when due of all of Lessee's obligations to Lessor. Lessor shall not be required to proceed against Lessee or the Equipment or enforce any other remedy before proceeding against the undersigned. Guarantor consents to any extensions or modification granted to Lessee and the release and/or compromise of any obligation of Lessee or any other obligors and guarantors without in any way releasing the undersigned from its obligations hereunder. This is a continuing Guaranty and shall not be discharged or affected by death of the undersigned, shall bind the heirs, administrators, representatives, successors and assigns, and may be enforced by or for the benefit of any assignee or successor of Lessor. The undersigned agre es and consents to the Courts of the State of California having jurisdiction in Riverside County. In the event the underlying Lease is assigned by Lessor, Guarantor agrees that this Guarantee is an unseverable part of the assignment and that all actions or proceedings hereunder shall be brought in the county and state where the assignee's principal offices are located or where payments on the lease are made. Guarantor agrees not to raise any defenses against the assignee that it could have, or might have, been able to raise against the Lessor. This Guaranty shall be interpreted by the laws of California.

 

Guarantor warrants and represents that Guarantor has an interest, financial or otherwise, in Lessee, and it is to the benefit of the Guarantor that Lessee enter into the Finance/Lease Agreement and other Agreements, or any of them, with Lessor; that Guarantor is and shall remain, familiar with the state of Lessee's finances and the operation of Lessee's business; and that Guarantor understands that Lessor would be unwilling to enter into the Agreements, or any of them, with Lessee without this PERSONAL GUARANTY and that HAI CAPITAL depends upon Guarantor's warranties, covenants and representations.

 

This PERSONAL GUARANTY is entered into on  Nov 3, 2009     , by and between Kenneth West ("Guarantor") and HAI Capital, Inc. ("Lessor"). Guarantor offers this PERSONAL GUARANTY as an inducement for HAI CAPITAL to enter into Finance/Lease Agreement #2517800111, with  Internal Fixation Systems, Inc. ("Lessee").

 

To induce Lessor to enter into the within Lease, the undersigned unconditionally guarantees to Lessor the prompt payment when due of all of Lessee's obligations to Lessor. Lessor shall not be required to proceed against Lessee or the Equipment or enforce any other remedy before proceeding against the undersigned. Guarantor consents to any extensions or modification granted to Lessee and the release and/or compromise of any obligation of Lessee or any other obligors and guarantors without in any way releasing the undersigned from its obligations hereunder. This is a continuing Guaranty and shall not be discharged or affected by death of the undersigned, shall bind the heirs, administrators, representatives, successors and assigns, and may be enforced by or for the benefit of any assignee or successor of Lessor. The undersigned agre es and consents to the Courts of the State of California having jurisdiction in Riverside County. In the event the underlying Lease is assigned by Lessor, Guarantor agrees that this Guarantee is an unseverable part of the assignment and that all actions or proceedings hereunder shall be brought in the county and state where the assignee's principal offices are located or where payments on the lease are made. Guarantor agrees not to raise any defenses against the assignee that it could have, or might have, been able to raise against the Lessor. This Guaranty shall be interpreted by the laws of California.

 

Guarantor warrants and represents that Guarantor has an interest, financial or otherwise, in Lessee, and it is to the benefit of the Guarantor that Lessee enter into the Finance/Lease Agreement and other Agreements, or any of them, with Lessor; that Guarantor is and shall remain, familiar with the state of Lessee's finances and the operation of Lessee's business; and that Guarantor understands that Lessor would be unwilling to enter into the Agreements, or any of them, with Lessee without this PERSONAL GUARANTY and that HAI CAPITAL depends upon Guarantor's warranties, covenants and representations.

 

This Guaranty contains the entire agreement between the parties and it may not be altered, amended, modified, or terminated, except by a writing signed by the parties. Should either party institute Suit hereunder, the prevailing party shall be entitled to reasonable attorney fees and costs. No provision of this Guaranty which may be deemed unenforceable shall in any way invalidate any other provision or provisions of the Guaranty, all of which shall remain in full force and effect. This Guaranty may be assigned by Lessor without notice to the Guarantor, but may not be assigned by the Guarantor. This Guaranty shall inure to the benefit of Lessor, its successors, and assigns, and shall bind the Guarantor, his/her heirs, representatives, successors and assigns. Service of all notices regarding this Guaranty shall be sufficient if giv en personally or mailed to the intended party at the address as set forth herein, or at such other address as said party may provide in writing from time to time.

This PERSONAL GUARANTY is entered into on  Nov 3, 2009by and between Matthew Endara ("Guarantor") and HAI Capital, Inc. ("Lessor"). Guarantor offers this PERSONAL GUARANTY as an inducement for HAI CAPITAL to enter into Finance/Lease Agreement #2517800111, with  Internal Fixation Systems, Inc. ("Lessee").

 

To induce Lessor to enter into the within Lease, the undersigned unconditionally guarantees to Lessor the prompt payment when due of all of Lessee's obligations to Lessor. Lessor shall not be required to proceed against Lessee or the Equipment or enforce any other remedy before proceeding against the undersigned. Guarantor consents to any extensions or modification granted to Lessee and the release and/or compromise of any obligation of Lessee or any other obligors and guarantors without in any way releasing the undersigned from its obligations hereunder. This is a continuing Guaranty and shall not be discharged or affected by death of the undersigned, shall bind the heirs, administrators, representatives, successors and assigns, and may be enforced by or for the benefit of any assignee or successor of Lessor. The undersigned ag rees and consents to the Courts of the State of California having jurisdiction in Riverside County. In the event the underlying Lease is assigned by Lessor, Guarantor agrees that this Guarantee is an unseverable part of the assignment and that all actions or proceedings hereunder shall be brought in the county and state where the assignee's principal offices are located or where payments on the lease are made. Guarantor agrees not to raise any defenses against the assignee that it could have, or might have, been able to raise against the Lessor. This Guaranty shall be interpreted by the laws of California.

 

Guarantor warrants and represents that Guarantor has an interest, financial or otherwise, in Lessee, and it is to the benefit of the Guarantor that Lessee enter into the Finance/Lease Agreement and other Agreements, or any of them, with Lessor; that Guarantor is and shall remain, familiar with the state of Lessee's finances and the operation of Lessee's business; and that Guarantor understands that Lessor would be unwilling to enter into the Agreements, or any of them, with Lessee without this PERSONAL GUARANTY and that HAI CAPITAL depends upon Guarantor's warranties, covenants and representations.

 

This Guaranty contains the entire agreement between the parties and it may not be altered, amended, modified, or terminated, except by a writing signed by the parties. Should either party institute Suit hereunder, the prevailing party shall be entitled to reasonable attorney fees and costs. No provision of this Guaranty which may be deemed unenforceable shall in any way invalidate any other provision or provisions of the Guaranty, all of which shall remain in full force and effect. This Guaranty may be assigned by Lessor without notice to the Guarantor, but may not be assigned by the Guarantor. This Guaranty shall inure to the benefit of Lessor, its successors, and assigns, and shall bind the Guarantor, his/her heirs, representatives, successors and assigns. Service of all notices regarding this Guaranty shall be sufficient if given personally or mailed to the intended party at the address as set forth herein, or at such other address as said party may provide in writing from time to time.

The undersigned acknowledges that HAI Capital, Inc. ("HAI CAPITAL") is the owner of, or now has, or will acquire a first security interest under a Master Lease Agreement (the "Lease") in the machinery, equipment, or other personal property described on Schedule A annexed hereto and made part hereof ("Equipment") including any accessories, additions, substitutions or replacements therefor, which may from time to time be located at the Premises.

 

To induce HAI CAPITAL to enter into the Contract with Occupant, the undersigned: irrevocably waives any right, title or interest in or to the Equipment that the undersigned may now or hereafter have; will refrain from taking any action to bar, restrain or otherwise prevent HAI CAPITAL, its agents, successors or assigns from entering the Premises for the purpose of inspecting, removing or taking possession of the Equipment; hereby grants HAI CAPITAL, its agents, successors or assigns the right of entry to the Premises to remove the Equipment at any reasonable time or times; agrees that the Equipment is, and shall remain personal property, notwithstanding the manner which it is installed or affixed to the Premises.

 

The undersigned shall give notice of any default or breach in the real estate lease to HAI CAPITAL, so that HAI CAPITAL may promptly exercise its rights under the terms of its Lease.

 

This Consent and Waiver shall inure to the benefit of the successors and assignees of HAI CAPITAL and shall be binding upon the heirs, representatives, successors and assigns of the undersigned.

 

In Witness Whereof, the undersigned has duly executed this Consent and Waiver this  2    day of November    2009.