JavoDispenser, LLC MASTEREQUIPMENT LEASE AGREEMENT

2.

a.

LESSOR IS NOT A MANUFACTURER OR SUPPLIER OF THE EQUIPMENT, NOR A DEALER IN SIMILAR EQUIPMENT, HAS NOT INSPECTED THE EQUIPMENT, AND HAS NOT MADE AND DOES NOT MAKE, TO LESSEE OR OTHERS GENERALLY, ANY REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, OR THE DELIVERY, INSTALLATION OR TIMELINESS THEREOF, NOR WITH RESPECT TO THE EQUIPMENT'S TITLE, DESCRIPTION, DESIGN, CONDITION, DURABILITY, COMPLIANCE WITH SPECIFICATIONS OR REGULATIONS, QUALITY SUITABILITY, FITNESS FOR USE OR FITNESS FOR ANY PARTICULAR PURPOSE, OR MERCHANTABILITY, AND AS BETWEEN LESSOR AND LESSEE, ALL EQUIPMENT SHALL BE ACCEPTED AND LEASED BY LESSEE "WHERE IS," "AS IS" AND "WITH ALL FAULTS," AND LESSOR SHALL NOT BE RESPONSIBLE FOR ANY PATENT OR LATENT DEFECTS THEREIN, OR ANY DAMAGES WHETHER ACTUAL, SPECIAL, CONSEQUENTIAL OR INCIDENTAL ARISING THEREFROM. LESSEE AGREES THAT ALL SUCH CLAIMS SHALL BE ASSERTED AND/OR SETTLED DIRECTLY WITH THE MANUFACTURER(S) AND/OR SUPPLIER(S) AND THAT NO SUCH CLAIMS SHALL BE ASSERTED AGAINST LESSOR.

b.

IF THE EQUIPMENT IS NOT PROPERLY INSTALLED, DOES NOT OPERATE AS REPRESENTED OR WARRANTED BY THE MANUFACTURER OR SUPPLIER OR IS UNSATISFACTORY FOR ANY REASON, LESSEE SHALL MAKE ANY CLAIM ON ACCOUNT THEREOF SOLELY AGAINST THE MANUFACTURER AND/OR THE SUPPLIER OF THE EQUIPMENT AND SHALL NEVERTHELESS PAY LESSOR ALL RENT PAYABLE UNDER THIS LEASE. LESSEE HEREBY WAIVES ANY SUCH CLAIM AS AGAINST LESSOR. Lessor hereby agrees to assign to Lessee, solely for the purpose of making and prosecuting any such claim, all of the rights that Lessor has against the manufacturer or supplier for breach of warranty or other representation respecting the Equipment.

c.

LESSEE UNDERSTANDS, AGREES AND ACKNOWLEDGES THAT NEITHER THE SUPPLIER, THE MANUFACTURER NOR ANY SALESMAN OR OTHER AGENT OF THE SUPPLIER OR THE MANUFACTURER, IS AN AGENT OF LESSOR; NO SALESMAN OR AGENT OF THE SUPPLIER OR THE MANUFACTURER IS AUTHORIZED TO WAIVE OR ALTER, EITHER ORALLY OR IN WRITING, ANY TERM OR CONDITION OF THIS AGREEMENT OR ANY LEASE, AND NO REPRESENTATION AS TO ANY MATTER BY THE SUPPLIER OR MANUFACTURER SHALL IN ANY WAY AFFECT LESSEE'S DUTY TO PAY THE RENT AND PERFORM ITS OTHER OBLIGATIONS AS SET FORTH IN THIS AGREEMENT OR ANY LEASE. EXCEPT WITH RESPECT TO SUCH WAIVERS OR ALTERATIONS OF THIS AGREEMENT AS ARE EXECUTED IN WRITING BY AN AUTHORIZED OFFICER OF LESSOR, NO EMPLOYEE OR AGENT OF LESSOR IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OR CONDITION OF THIS AGREEMENT OR ANY LEASE.

d.

LESSEE'S EXECUTION OF LESSOR'S FORM "EQUIPMENT ACCEPTANCE NOTICE" SHALL BE CONCLUSIVE BETWEEN LESSOR AND LESSEE AS TO THE RECEIPT IN GOOD ORDER AND CONDITION OF THE EQUIPMENT AND ACCEPTANCE THEREOF.

e.

EACH LEASE UNDER THIS AGREEMENT SHALL BE A NET LEASE, AND ALL COSTS AND EXPENSES OWED AND INCURRED IN CONNECTION WITH THE EQUIPMENT SHALL BE THE RESPONSIBILITY OF LESSEE, AND LESSEE SHALL NOT BE ENTITLED TO ANY ABATEMENT OF THE RENT OR ANY OTHER PAYMENTS DUE HEREUNDER OR ANY REDUCTION THEREOF UNDER ANY CIRCUMSTANCES OR FOR ANY REASON WHATSOEVER, INCLUDING TERMINATION OF LESSEE'S RIGHT OF POSSESSION AND/OR THE TAKING OF POSSESSION BY LESSOR UPON A DEFAULT BY LESSEE HEREUNDER.

f.

IN FURTHERANCE OF THE ABOVE ACKNOWLEDGMENTS, LESSEE SHALL EXECUTE AND DELIVER TO LESSOR CONCURRENTLY HEREWITH LESSEE'S WAIVERS AND ACKNOWLEDGMENTS ATTACHED HERETO AS EXHIBIT B.

2.

RENT - RENTAL ADVANCE - FACILITY FEE - SECURITY DEPOSIT.  Lessee agrees to pay, for the term of each Lease, total rent equal to the amount of the Monthly Rental Payment specified in each Schedule of Equipment multiplied by the number of months of the term of such Lease specified in such Schedule of Equipment. The Monthly Rental Payment shall be calculated at the monthly rate of $0.03034 per each one dollar ($1.00) of debt incurred by the Lessor for the purchase, sales tax, delivery and initial installation of the Equipment, including the price thereof and all sales and use taxes and all shipping, insurance and other applicable charges up to a maximum of $2,000,000 in debt. The first month rent specified on a Schedule of Equipment shall be due and payable in advance on the commencement date of the Lease evidenced by such Schedule of Equipment; provided, however, that if the commencement date of any Lease shall be other than the first day of a calendar month, Lessee shall make one initial payment on the commencement date in an amount equal to one-thirtieth of the Monthly Rental Payment set forth in the applicable Schedule of Equipment multiplied by the number of days from and including the commencement date through and including the last day of the calendar month in which such Lease commences. Subsequent rental payments shall be due monthly, in advance, commencing on the first day of the calendar month after the month in which such Lease commences.

3.

LOCATION.  The Equipment shall be delivered to the locations (the "Equipment Locations") specified in the Schedule of Equipment, and may be moved from time to time by Lessee or at Lessee's direction to various accounts for use by Lessee's customers.

4.

USE - LABELS - REPAIRS - ALTERATIONS.  Lessee shall, at its own cost and expense, pay all shipping charges and other expenses incurred in connection with the shipment of the Equipment to the Equipment Location and all charges and expenses in connection with the operation of the Equipment. Lessee shall use, operate, maintain and store the Equipment in a careful and proper manner, for the purposes designated by the manufacturer or supplier of the Equipment and comply with all federal, state, municipal, and other laws, ordinances, regulations and insurance requirements applicable in any way to the inspection, possession, use or maintenance of the Equipment. Lessee shall only permit the Equipment to be serviced by qualified (and if required by any law or regulation, duly licensed) employees or contractors of Lessee. Lessee shall (a) maintain the Equipment in good condition, repair and working order (ordinary wear and tear resulting from the proper use thereof alone accepted), (b) not permit abuse, weathering, wreckage, dilapidation or waste thereof, and (c) to the extent necessary, assume the cost and expenses of repair or reconditioning at or prior to surrender of the Equipment to Lessor. Lessee shall not make any alterations, additions, replacements, substitutions, or improvements to the Equipment without Lessor's prior written consent. All alterations, additions, replacements, substitutions, or improvements made to the Equipment shall immediately become the property of Lessor. Lessee shall affix labels stating that the Equipment is owned by Lessor and/or Lessee and keep the same in a prominent place on each item of Equipment. Where a piece of Equipment bears Lessee's standard label indicating that Lessee is the owner of such Equipment, such label shall be for the benefit of Lessor and shall not indicate ownership by Lessee.

5.

SURRENDER.  Upon the expiration or earlier termination of each Lease and subject to Lessee's buyout option, Lessor may require Lessee, at its expense and risk, to return the Equipment in good condition and repair, ordinary wear and tear resulting from proper use thereof alone excepted, by delivering it, to such place or carrier as Lessor may specify, freight and insurance prepaid. If Lessee fails to return the Equipment to Lessor as specified in writing within ten (10) days of demand by Lessor, Lessor may, at its option, pursue either of the following specific remedies, in addition to any and all other rights and remedies which Lessor may possess in such case against Lessee: (a) take such actions as Lessor may lawfully take to repossess and/or sell or lease the Equipment pursuant to the procedures and with such rights as are specified in paragraph 14(c) hereof; or (b) treat the Equipment as wrongfully converted by Lessee for its own use and take legal action to recover from Lessee the then fair market value of the Equipment. For the purpose of this paragraph 7(b), Lessor and Lessee agree that the fair market value of the Equipment shall be conclusively presumed to be the higher of the following: (i) the cost to one in a business similar to that of Lessee of replacing the leased Equipment with like equipment of the same age and description in good condition and repair (ordinary wear and tear excepted), assuming the equipment to be in place and/or in a going business; or (ii) the cost of replacement to Lessor of like equipment of the same age and description in good condition and repair in the open market. If Lessee fails to pay the fair market value of the Equipment as determined under this paragraph 7(b) within ten (10) days after demand for payment delivered by Lessor to Lessee, Lessee shall further be obligated to Lessor to pay interest on said amount calculated in the manner provided in paragraph 13 hereof, plus all costs and expenses of Lessor of collecting the fair market value of the Equipment, including reasonable attorneys' fees and appraisal fees.

6.

LOSS - THEFT - DAMAGE - DESTRUCTION.  Lessee shall bear and hereby assumes the entire risk of loss, theft, damage or destruction of or to the Equipment from any cause whatsoever, and no such loss, theft, damage or destruction of or to the Equipment, or any defect therein or unfitness thereof, or any delay, deficiency, absence of insurance proceeds, or unavailability, delay or failure of supplies, parts, mechanisms, devices or services for the Equipment or failure of the Equipment to function, for any cause, shall relieve Lessee of the obligation to pay rent or of any other obligation under this Agreement or any Lease. In the event that any item of the Equipment as a result of any cause whatsoever, becomes lost, stolen, destroyed or damaged, then Lessee shall, within forty-eight (48) hours thereafter, fully inform Lessor of the facts and circumstances surrounding such event, as well as the nature of such loss, destruction or damage. If the damage is repairable, Lessee shall immediately place the Equipment in good condition and repair. If Lessor determines that any item of the Equipment is lost, stolen, destroyed or damaged beyond repair, Lessee, at the option of Lessor shall: (a) replace the same with like equipment of the same age and description in good condition and repair (ordinary wear and tear excepted); or (b) pay Lessor, in cash, all of the following: (i) all amounts then owed by Lessee to Lessor under the Lease; (ii) the unpaid balance, after payment of (i) above, of the total rent for the initial or then current renewal term of the Lease attributable to said item; (iii) the fair market value of said item as same would be estimated to be at the termination of the initial term of the Lease as if said item was not lost, stolen, destroyed or damaged beyond repair. For the purpose of this paragraph 8(b), Lessor and Lessee agree that fair market value shall be conclusively presumed to be the higher of the following: (i) the cost to one in a business similar to that of Lessee of replacing equipment of the same age and description in good condition and repair (ordinary wear and tear excepted), assuming the equipment to be in place and/or in a going business; or (ii) the cost of replacement to Lessor of like equipment of the same age and description in good condition and repair (ordinary wear and tear excepted) in the open market. In the event Lessor shall receive, collect or recover any insurance payment or proceeds in connection with the loss, theft, destruction or damage beyond repair of the Equipment or any item thereof, said payment or proceeds shall be deducted from the amount due to Lessor under (b) above. Lessor may, at its option, elect:

 

(i) to apply all or any portion of said insurance to replace or repair the Equipment; and/or

7.

INSURANCE.  Lessee shall, at its expense, cause each item of Equipment to be insured during and throughout the term of the Lease applicable to such item for risks of physical loss or damage in an amount not less than the fair market value of the Equipment, which for purposes of this paragraph 9 shall be determined as the cost of replacement of the Equipment with like equipment of the same age and description in good condition and repair (ordinary wear and tear excepted), and shall keep its existing public liability, personal injury and property damage insurance policies in effect at current levels throughout the term of each Lease. Each such insurance policy shall name Lessor as an additional insured. Upon signing each Schedule of Equipment, Lessee shall instruct his insurance agent, broker or company to confirm to Lessor in writing that the necessary insurance has been bound and inform Lessor of the name of the insurance company binding this insurance, the amount of insurance and the full description of the coverage; and within ten (10) days after the date of the Lease to forward to Lessor the original insurance policy or policies. All such insurance shall provide for thirty (30) days' prior written notice to Lessor of cancellation, restriction or reduction of coverage. Lessee hereby irrevocably appoints Lessor as Lessee's attorney-in-fact to make claim for, receive payments or return premiums, and execute and endorse all documents, checks or drafts under any insurance policy issued pursuant hereto. Certificates, endorsements and copies of all policies of insurance shall be promptly delivered to Lessor, but Lessor shall be under no duty to ascertain the existence of nor to examine such insurance policy, nor to advise Lessee in the event such insurance coverage does not comply with the requirements hereof. In no event shall loss or damage insurance on the Equipment be in an amount less than the fair market value of the Equipment determined in the manner set forth in this paragraph 10, as reasonably determined by Lessor. The proceeds of said loss or damage insurance shall be payable to Lessor, but Lessor shall remit all such insurance proceeds to Lessee at such time as Lessee either (a) provides Lessor satisfactory proof that the damage has been repaired and the Equipment has been restored to good working condition and repair or that the Equipment has been replaced with like equipment of the same age and description in good condition and repair, or (b) has paid to Lessor the amounts otherwise due to Lessor on loss of such Equipment. It is understood and agreed that any payments made by Lessee or its insurance carrier for loss or damage of any kind whatsoever to the Equipment are not made as accelerated rental payments or adjustments of rentals, but are made solely as indemnity to Lessor for loss or damage to the Equipment. If Lessee fails to purchase and maintain insurance in accordance with the terms of this Lease, Lessor shall have the right, but shall not be obligated, to effect such insurance and pay the premium for it. In that event, Lessee shall repay to Lessor the cost thereof with the next monthly rental payment due.

8.

LIENS, ETC. AND TAXES.  From and after the date specified on each Schedule of Equipment, Lessee shall keep the Equipment identified therein free and clear of all levies, liens, encumbrances, restraining orders, stay orders, and seizures. Lessee shall pay, when due, all license and registration fees and sales, use personal property or other taxes or charges (local, state, and federal) which may now or hereafter be imposed upon title, ownership, leasing, rental, sale, purchase, possession, or use of the Equipment, excluding, however, all taxes on or measured by Lessor's income. If Lessee fails to pay said charges and taxes when due, Lessor shall have the right, but shall not be obligated, to pay said charges and taxes. In any event, Lessee shall pay to Lessor the amounts thereof upon demand within ten (10) days of the due date for payment thereof to the appropriate local, state or federal authority, whether or not Lessor shall have advanced the funds for Lessee, unless Lessee has previously paid such amounts, which amounts shall be paid by Lessor to the appropriate local, state or federal authority.

9.

DEFENSE OF TITLE - INDEMNITY.  Lessee shall at all times protect and defend, at its own cost and expense, Lessor's ownership of the Equipment against all claims, liens and legal processes of creditors of Lessee and other persons claiming through Lessee. In the event that Lessee fails to protect and defend Lessor's ownership of the Equipment against any such claim, lien or legal process, Lessor may, at its option, take such steps as it deems necessary for such purpose. Lessee shall reimburse Lessor for all of its costs and expenses in connection therewith upon demand by Lessor. Failure to pay the amount specified in such demand shall result in a default hereunder subject to the remedies specified in paragraph 15 hereof. Lessee assumes liability for and hereby agrees (whether or not Lessor is otherwise insured therefor) to indemnify, protect, save, keep and hold harmless Lessor and its agents and employees from and against any and all costs, expenses, liabilities, obligations, losses, damages, penalties, claims, tax claims, actions, suits and proceedings (including legal expenses, hearing costs, experts' fees and reasonable attorneys' fees) of whatsoever kind and nature, imposed on, incurred by or asserted against Lessor because of the manufacture, design, purchase, transportation, acceptance or rejection of the Equipment, and the delivery, ownership (including warranty, product liability and strict liability in tort by virtue of ownership), lease, inspection, possession, use, operation, condition, maintenance, valuation or return of the Equipment (including, without limitation, latent or other defects, whether or not discovered by Lessor or Lessee), and any claim for patent, trademark or copyright infringement. Lessee shall immediately notify Lessor of the commencement of such action in writing, together with information concerning the nature of the events leadings to such action, whether or not Lessor is named as a party to such action, and shall assume the defense of Lessor at its own cost and expense with legal counsel satisfactory to Lessor. Lessor shall have the right, exercisable at any time during the pendency of such action, to assume the defense of Lessor's rights in such action with counsel of its own choosing, in which event Lessee will reimburse Lessor for all costs and expenses incurred by Lessor in connection with such action. Lessee shall further satisfy, pay and discharge any and all judgments and fines that may be recovered against Lessor in any such action. In the event of claims or suit against a third party to whom Lessee transferred or suffered the transfer of the Equipment, Lessee shall indemnify Lessor for all costs, expenses and attorney fees involved to recover the Equipment or its value.

10.

ASSIGNMENT.  Without Lessor's prior written consent, which consent shall not unreasonably be withheld, Lessee shall not assign, transfer, pledge, hypothecate, grant any security interest in or otherwise any of this Agreement or any Lease or the Equipment. Lessee acknowledges that the sale or other disposition of its business or premises shall not relieve it of the duties and obligations under this Agreement or under any Lease. Lessor may assign this Agreement and any Lease and/or grant a security interest in this Agreement and any Lease or in the Equipment, in whole or in part, without notice to Lessee, and its assignee or secured party may reassign this Agreement and any Lease and/or such security interest, without notice to Lessee. Each such assignee and/or secured party of Lessor shall have all of the rights of Lessor under this Agreement and such Lease. Lessee agrees to recognize each such assignment and/or security interest and to treat the assignee or any subsequent assignee as taking free of any defense, set-off, recoupment, claim or counterclaim which Lessee may have against Lessor whether arising under this Agreement, any Lease or any other transaction or otherwise. It is hereby understood and agreed that any assignee of Lessor or any subsequent assignee does not assume any obligations of Lessor, and Lessee agrees not to assert against Lessor's assignee or any subsequent assignee any defense, set-off, recoupment, claim or counterclaim which Lessee may have against Lessor, whether arising under this Agreement, any Lease or any other transaction or otherwise. Lessee's obligations to pay directly to the assignee all rentals and other sums which become due from Lessee as set forth herein and in the Leases shall be absolutely unconditional and shall be payable whether or not the Agreement or any Lease is terminated by operation of law or otherwise, and Lessee promises to pay the same notwithstanding any defense, set-off or counterclaim whatsoever, whether by reason of breach of the Lease or otherwise, which they may now or hereafter have against Lessor. Subject to the foregoing, this Agreement and each Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

11.

LATE CHARGES - PERFORMANCE BY LESSOR.  Should Lessee fail to pay any monthly rental payment or any other sum required to be paid to Lessor by Lessee under this Agreement or any Lease within ten (10) days after the due date thereof, Lessee shall be liable for a late charge calculated on the amounts not paid at the rate of ten percent (10%) per annum, until payment of all overdue and unpaid amounts. Upon assessment by Lessor, Lessee shall also pay, as indemnity, an additional service and overhead charge equal to the greater of two hundred fifty dollars ($250) or five percent (5%) of any overdue amount. Nothing herein shall be deemed to require the assessment or payment of any amounts not otherwise legally collectible by Lessor. If Lessee shall fail duly and promptly to perform any of Lessee's obligations under the provisions of paragraphs 6, 7, or 8 hereof, Lessor may, at its option and at any time thereafter, perform the same for the account of Lessee without thereby waiving the default, and any expense or liability incurred by Lessor in so doing, together with a late charge calculated on the amounts not paid at ten percent (10%) per annum shall be payable by Lessee upon demand by Lessor as additional rent for the Equipment. All late fees chargeable under this paragraph 13 shall be computed on the basis of a year of three hundred sixty (360) days for the actual number of days elapsed until payment of the overdue and unpaid amounts.

12.

DEFAULT.  The occurrence of any one or more of the following events shall constitute a default under this Agreement and a simultaneous default under all Leases: (1) failure of Lessee to pay any monthly rental payment or any other sum required to be paid by Lessee to Lessor under this Agreement or any Lease within ten (10) days after the same becomes due and payable; (ii) failure or neglect to perform, keep or observe any term, covenant, condition, agreement or other provision of this Agreement or any Lease and the continuance thereof for thirty (30) days after performance of such term, covenant, condition, agreement or provision was due; (iii) abandonment of the Equipment; (iv) any proceeding under any provision of the Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, including any agreement for the benefit of creditors, formal or informal moratoria, composition or extension generally with Lessee's creditors, is commenced by or against Lessee or any of its assets; (v) if Lessee is enjoined, restrained or in any way prevented by court order from continuing to conduct all or a material portion of its business; (vi) making any misrepresentation or false statement as to Lessee's credit or financial standing in connection with the execution of this Agreement or a Lease; (vii) suffering any attachment or execution to be levied or other lien to be made on any of Lessee's property; (viii) permitting or suffering any other entity or person to possess and/or use the Equipment voluntarily without the prior written consent of Lessor; (ix) ceasing to do business as a going concern; (x) defaulting, where other security is given by Lessee to Lessor, in any obligation or encumbrance related to such other security; or (xi) defaulting under any Lease or under any other agreement between Lessee and Lessor. Upon default by Lessee, Lessor shall have the right and option, but shall not be obligated, to exercise any one or more of the following remedies which remedies, or any of them, may be exercised with prior written notice to Lessee:

a.

ACCELERATION OF RENT - RECOVERY OF ALL OTHER SUMS.  To declare all rents and other amounts then due or to become due hereunder immediately due and payable, and pursuant to such acceleration to immediately recover all of such rents or other amounts then due or to become due hereunder. In the event Lessor exercises such acceleration right and Lessee pays the total amount of unpaid rents for the balance of the term of any or all Leases, or Lessor obtains judgment for all of such unpaid rent, Lessee shall be entitled to retain possession of the Equipment for the balance of the term of the Lease or Leases, provided that Lessee pays such judgment obtained by Lessor within fifteen (15) days after said judgment becomes final and that Lessee thereafter does not breach any provision hereof until its termination by full payment of such judgment. If Lessee fails to pay such judgment within fifteen (15) days after it becomes final, or Lessee breaches any other provision hereof, Lessor shall be entitled to take immediate possession of the Equipment. If Lessor does repossess the Equipment, Lessor's rights shall include those enumerated in paragraph 14(c) hereof in addition to all other rights and remedies available.

b.

TERMINATION.  To declare any or all Leases terminated, in which case Lessor shall have the right to recover all rent and other sums due from Lessee hereunder to the extent provided for in paragraph 14(d) hereof and to repossess, sell or lease the Equipment to the extent set forth in paragraph 14(c) hereof in addition to all other rights and remedies available.

c.

REPOSSESSION - PROTECTIVE CUSTODY - RESALE - RE-LEASE.  To enter the premises where the Equipment is located, without notice, demand or legal process, and without incurring any liability to Lessee for damages, and to take possession of the Equipment or render same unusable, wherever it may be located, without demand or notice, or without any court order or other process of law and without incurring any liability to Lessee for any damage occasioned by such taking of possession of or rendering unusable the Equipment. Upon notice of its determination to repossess the Equipment, Lessor may require Lessee to assemble the Equipment and return it to Lessor at a place to be designated by Lessor that is reasonably convenient to Lessor and Lessee. Lessor acknowledges that the Equipment will be installed in various accounts across the United States and agrees to allow reasonable time for such repossession of the Equipment in light of its location. Such repossession shall not constitute termination of the Lease unless Lessor so notifies Lessee in writing. In the event of the taking of such possession:

a.

RECOVERY OF SUMS DUE OR TO BECOME DUE.  Lessor may recover all rents and other amounts due until time of payment.

b.

REMEDIES CUMULATIVE.  Lessor's rights and remedies hereunder, and all other agreements entered into between Lessor and Lessee in connection with each Lease, shall be cumulative. Lessor may pursue any other rights and remedies available to it as provided under the California Uniform Commercial Code, by law or in equity. No exercise by Lessor of one right or remedy shall be deemed an election and no waiver by Lessor of any event of default by Lessee shall be deemed a continuing waiver.

18.

Commencement Date:

_____________, 200_

Security Deposit:

$ ____________

Rent Due on Commencement:

$____________

1.   Javo Dispenser, LLC, a Delaware limited liability company ("Lessor") is not a manufacturer, distributor, wholesaler, retailer or dealer in any kind of equipment whatsoever.

2.   The lease agreement between the parties hereto is a financing lease and not a merchant lease.

3.   Lessor has no information about or expertise as to the equipment that is being leased. Lessee has selected the equipment without assistance or participation by Lessor. LESSEE WARRANTS TO LESSOR THAT LESSEE HAS SELECTED EQUIPMENT SUITABLE FOR LESSEE'S NEEDS AND PURPOSES AND HAS HAD AN OPPORTUNITY TO INSPECT, TEST AND EVALUATE SAID EQUIPMENT.

4.   Lessee acknowledges that LESSOR IS PURCHASING THE EQUIPMENT IN RELIANCE ON LESSEE'S ACKNOWLEDGMENTS HEREIN.

5.       Lessee acknowledges that LESSOR WILL, AND HEREBY DOES RELY ON LESSEE'S REPRESENTATIONS AS SET FORTH IN THE EQUIPMENT ACCEPTANCE NOTICE IN MAKING PAYMENT TO THE VENDOR.

6.     Lessee acknowledges and represents to LESSOR that LESSEE IS NOT RELYING ON ANY REPRESENTATIONS BY LESSOR AS TO THE FITNESS OR SUITABILITY OF THE EQUIPMENT, AND ACKNOWLEDGES THAT LESSOR HAS MADE NO WARRANTIES WHATSOEVER WITH RESPECT TO SAID EQUIPMENT.

7. All agreements between Lessee and Lessor are set forth in the documents executed previously or herewith. There are no other agreements, written or oral, between Lessee and Lessor with respect to the lease agreement or the equipment leased therein.