Master Lease No.: 30115 Schedule No.: 02 EQUIPMENT & PAYMENT SCHEDULE Lessor LesseeLandmark Financial Corporation Z-Axis Corporation6950 E. Belleview Avenue, Suite ###-###-#### DTC Parkway, Suite 450Englewood, CO 80111 Greenwood Village, CO 80111-3143

EX-10.3 4 d36795exv10w3.htm EQUIPMENT CAPITAL LEASE, DATED SEPTEMBER 27, 2004 exv10w3

Exhibit 10.3


		Master Lease No.: 30115 Schedule No.: 02 EQUIPMENT & PAYMENT SCHEDULE


Lessor		Lessee
Landmark Financial Corporation		Z-Axis Corporation
6950 E. Belleview Avenue, Suite 320		5445 DTC Parkway, Suite 450
Englewood, CO 80111		Greenwood Village, CO 80111-3143

INCORPORATION OF MASTER LEASE AGREEMENT. Lessee and Lessor hereby enter into this Schedule No. 02(“Schedule”) for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as of this 27th day of Sept, 2004. All of the terms and conditions set forth in the Master Equipment Lease Agreement No. 30115 between the Lessor and Lessee and any amendments, modifications, replacements or substitutions thereto (collectively “Master Lease”) are hereby incorporated into this Schedule by this reference. All of the defined terms set forth in the Master Lease shall possess the same definitions in this Schedule unless otherwise noted herein. Lessee shall lease from Lessor and Lessor shall lease to Lessee the Equipment attached to this Schedule and incorporated herein by this reference (collectively “Equipment”).

EQUIPMENT DESCRIPTION: Model No., Serial No., or other identification

(7) Sager Model 8790-C Laptop Computer, 17” WSXGA+, Combo.Windows XP-P, P4-3.2, 60GB(7200rpm) HDD, 1024MB DDR400 SDRAM (2DIMMS), 12 Cells Battery, External USB FDD, 802.11g Wi-Fi MINI-PCI 108Mbps.
Serial #: 8409SC829946, 8409SC829947, 8409SC829948, 8409SC829949, 8409SC829355, 8409SC830769, 8409SC83070.

PURCHASE PRICE AND SUPPLIER: The purchase price of the equipment is $17,760.00 and the name and address of the supplier(s)of the Equipment is:

Sager Midern Computer Company, 18005 Cortney Court, City of Industry, CA 91748

LOCATION: Lessee shall maintain the Equipment at the locations herein indicated or at such other addresses for which Lessee obtains Lessor’s prior written consent which consent shall not be unreasonably withheld.

5445 DTC Parkway, Suite 450, Greenwood Village, CO 80111-3143

SELECTION OF EQUIPMENT, SUPPLIERS, WARRANTIES

Lessee hereby acknowledges that: (a) LESSEE HAS SELECTED BOTH THE EQUIPMENT AND THE SUPPLIER THEREOF; (b) LESSOR IS NOT THE MANUFACTURER OR SUPPLIER OF THE EQUIPMENT AND HAS ACQUIRED THE EQUIPMENT SPECIFICALLY FOR LEASING SUCH EQUIPMENT TO LESSEE AT LESSEE’S REQUEST IN CONNECTION WITH THIS LEASE; (c) LESSEE HAS BEEN PROVIDED WITH A COPY OF THE PURCHASE CONTRACT FOR THE EQUIPMENT BEFORE EXECUTING THIS LEASE; (d) LESSEE HAS BEEN ADVISED BY LESSOR THAT LESSEE IS ENTITLED TO ANY PROMISES AND WARRANTIES PROVIDED TO LESSOR IN CONNECTION WITH THE EQUIPMENT BY THE SUPPLIER THEREOF AND IS ENTITLED TO CONTACT THE SUPPLIER TO RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF THOSE PROMISES AND WARRANTIES INCLUDING ANY DISCLAIMERS AND LIMITATIONS OF SUCH PROMISES AND WARRANTIES OR ANY REMEDIES IN CONNECTION THEREWITH; and (e) THE LEASE QUALIFIES AS A STATUTORY “FINANCE LEASE” UNDER SECTION 4-2.5-101 ET SEQ., C.R.S. ___

Lessee Initials: X [ILLEGIBLE]

PAYMENT SCHEDULE


No. of Payments	Base Payment Amount		Tax Amount		Total Payment
36	$	591.94	$	41.13	$	633.07


ADVANCE PAYMENTS			LEASE TERMS
$	591.94	Base Payments	36 months		Initial Term
$	41.14	6.95% Tax Rate		36	Total Payments
$	165.00	Documentation Fee		2	Advance Payment (#)
$	.00	Security Deposit		34	Payments remaining after advance
$	.00	Other

$	1,431.14	TOTAL ADVANCE	$	17,760.00	Amount Financed

* ADVANCE PAYMENTS. The Advance Rental Payments and Security Deposit shall not accrue interest, may be commingled with Lessor’s other monies, and shall be applied by Lessor, in its sole discretion, against the various amounts owing by Lessee to Lessor under this Schedule or any other present or future agreement between those parties. Lessee hereby grants Lessor a security interest in the Advance Rental Payments and Security Deposit to secure the payment and performance of Lessee’s indebtedness, liabilities and other obligations to Lessor under the foregoing agreements.


Accepted In Its Corporate Offices.		This agreement shall not be effective until executed by the Lessor and accepted by an authorized representative of the Lessor at its principle place of business.

Lessor		Lessee

Landmark Financial Corporation		Z-Axis Corporation


Signature:	/s/ Peter Sutherland	Signature:	/s/ Heidi M. O’Neil


Printed Name:	PETER SUTHERLAND	Printed Name:	HEIDI M. O’NEIL

Title:

PRESIDENT

Date:

9/30/04

Title:

DIRECTOR OF FINANCE

Date:

9/27/04



Lease Start Date:		9/20/04


		Master Lease No. 30115 Schedule No. 02 MASTER EXHIBIT “A” MADE HERETO A PART OF

LESSEE: Z-Axis Corporation
5445 DTC Parkway Suite 450
Greenwood Village, CO 80111-3143

FEDERAL TAX ID#: 84-0910490

VENDOR(s): Sager Midern Computer Company
18005 Cortney Court
City of Industry, CA 91748

Equipment Description:

(7) — Sager Model 8790-C Laptop Computer, 17” WSXGA+, Combo.Windows XP-P, P4-3.2, 60GB(7200rpm) HDD, 1024MB DDR400 SDRAM (2DIMMS), 12 Cells Battery, External USB FDD, 802.11g Wi-Fi MINI-PCI 108Mbps.
Serial Numbers* 8409SC829946, 8409SC829947, 8409SC829948, 8409SC829949, 8409SC829355, 8409SC830769, 8409SC83070.

Equipment Location:
5445 DTC Parkway Suite 450
Greenwood Village, CO 80111-3143

Together with all present and future accessions, accessories, additions, attachments, modifications, replacements and substitutions thereto and all insurance and other proceeds of any of the foregoing.


Lessor/Creditor: Landmark Financial Corporation		Lessee/Debtor: Z-Axis Corporation

By/Signature:	/s/ Peter Sutherland	By/Signature:	/s/ Heidi M. O’Neil

Title:

PRESIDENT

Date:

9/30/04

Title:

DIRECTOR OF FINANCE

Date:

9/27/04


		Master Lease No.: 30115 Schedule No.: 02 DELIVERY & ACCEPTANCE CERTIFICATE


Lessor		Lessee
Landmark Financial Corporation		Z-Axis Corporation
6950 E. Belleview Avenue, Suite 320		5445 DTC Parkway Suite 450
EnglewoodCO80111		Greenwood Village, CO 80111-3143

VENDOR NAME

ADDRESS

CITY

STATE

ZIP

Sager Midern Computer Company

18005 Cortney Court

City of Industry

91748

EQUIPMENT DESCRIPTION

ADDRESS

CITY

COUNTY

STATE

ZIP

(7) Sager Model 8790-C Laptop Computer,17” WSXGA+, Combo.Windows XP-P, P4-3.2, 60GB(7200rpm) HDD, 1024MB DDR400 SDRAM (2DIMMS), 12 Cells Battery, External USB FDD, 802.11g Wi-Fi MINI-PCI 108Mbps.
Serial #: 8409SC829946, 8409SC829947, 8409SC829948, 8409SC829949, 8409SC829355, 8409SC830769, 8409SC83070.

5445 DTC Parkway, Suite 450

Greenwood
Village

Arapahoe

80111-3143

Lessee hereby acknowledges the receipt, in good condition, of all of the Equipment (as defined in the Lease described below) and unconditionally accepts the same in accordance with all of the terms and conditions of that certain Master Equipment Lease Agreement No. 30115 and Schedule No. 02 between Lessor and Lessee dated September 27, 04 (collectively, the “Lease”).

Lessee acknowledges that: (a) lessee has selected both the equipment and the supplier thereof; (b) lessor is not the manufacturer or supplier of the equipment and has acquired the equipment specifically for leasing such equipment to lessee at lessee’s request in connection with this lease; (c) lessee has been provided with a copy of the purchase contract for the equipment before executing the lease; (d) prior to executing the lease, lessee was advised by lessor that lessee is entitled to any promises and warranties provided to the lessor in connection with the equipment by the supplier thereof and is entitled to contact the supplier to receive an accurate and complete statement of those promises and warranties including any disclaimers and limitations of such promises and warranties or any remedies in connection therewith; and (e) the lease qualifies as a statutory “finance lease” under article section 4-2.5-101 et seq., C.r.s.

Lessee hereby acknowledges that:

	1.		Lessor is leasing to Lessee and Lessee is leasing from Lessor the Equipment “AS IS” and “WITH ALL FAULTS” and Lessor makes no express or implied representations or warranties with respect to the Equipment including, but not limited to, those pertaining to title, condition, design, capacity, MERCHANTABILITY or FITNESS FOR ANY PARTICULAR PURPOSE; provided, however, that Lessor has not provided any liens, security interests, encumbrances or claims against the Equipment to any third party;

	2.		Lessee has been provided with the opportunity to inspect the Equipment and has inspected the Equipment and determined that it is in good condition and acceptable in all respects;

	3.		If the Equipment is not properly installed, does not operate as represented or warranted by the supplier or manufacturer, or is unsatisfactory for any reason; Lessee’s only recourse shall be against the supplier or manufacturer of the Equipment and not against Lessor;

	4.		REGARDLESS OF ANY PROBLEMS WITH RESPECT TO THE EQUIPMENT, LESSEE SHALL PAY THE VARIOUS AMOUNTS OWING AND PERFORM ITS OTHER OBLIGATIONS UNDER THE LEASE WITHOUT SETOFF OR ABATEMENT OF ANY KIND AND LESSEE SHALL HAVE NO REMEDY AGAINST LESSOR FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES IN CONNECTION THEREWITH; and

	5.		The Equipment is being leased to Lessee solely for commercial or business (and not for personal, family, household, or agricultural) purposes.

TO LESSEE: DO NOT SIGN THIS DELIVERY AND ACCEPTANCE CERTIFICATE UNTIL YOU HAVE ACTUALLY RECEIVED ALL OF THE EQUIPMENT SET FORTH ON EXHIBIT A ATTACHED HERETO.


		Lessee:

		Z-Axis Corporation

		Signature:		/s/ Heidi M. O’Neil


		Printed Name:		HEIDI M. O’NEIL


Title:	DIRECTOR OF FINANCE	Date:	9/27/04


		Master Lease No.: 30115 Schedule No.: 02 PURCHASE SUPPLEMENT


Lessor		Lessee
Landmark Financial Corporation		Z-Axis Corporation
6950 E. Belleview Avenue, Suite 320		5445 DTC Parkway Suite 450
Englewood, CO 80111		Greenwood Village, CO 80111-3143

Lessee hereby agrees that this instrument is a Supplement to the above referenced Business Lease Agreement, which is hereby incorporated therein by reference and acknowledges receipt of a copy of said Supplement.

TERMS

In connection with the above referenced Business Lease Agreement covering the Equipment described below, Lessee has the option to purchase the Equipment described below at the end of the Initial Lease Term for $1.00 contingent upon the Lessee having fully complied with all terms and conditions of the Lease.

EQUIPMENT DESCRIPTION


Accepted In Its Corporate Offices.		This Agreement shall not be effective until executed by the Lessor and accepted by an authorized representative of the Lessor at its principle place of business.

Lessor		Lessee

Landmark Financial Corporation		Z-Axis Corporation


Signature:	/s/ Peter Sutherland	Signature:	/s/ Heidi M. O’Neil


Printed Name:	PETER SUTHERLAND	Printed Name:	HEIDI M. O’NEIL

Title:

PRESIDENT

Date:

9/30/04

Title:

DIRECTOR OF FINANCE

Date:

9/27/04

iLien Coverpage

Date Printed: 9/28/2004

Debtor:
Z-Axis Corporation
5445 DTC Parkway
Suite 450
Englewood, CO 80111

Equipment Lease #: 3011502.
iLien File #: 11586780
UDS #: 6394677
Order Confirmation #: 3051238

UserlD: 46763
Number of Collateral Pages Attached: 0

Transaction Type: Original
Jurisdiction: CO, Secretary of State

UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY


A. NAME & PHONE OF CONTACT AT FILER [optional]


B. SEND ACKNOWLEDGMENT TO: (Name and Address)

	LFC, INC
	P O Box 4877
	Englewood, CO 80155
		CO, Secretary of State
			THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

—

1a. ORGANIZATION’S NAME Z-Axis Corporation

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS 5445 DTC Parkway, Suite 450

CITY

STATE

POSTAL CODE

COUNTRY

Englewood

80111

1d. TAX ID #: SSN OR EIN

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

ORGANIZATION

84-0910490

DEBTOR

Corporation

Colorado

19871522585

oNONE

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b)- do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. TAX ID #: SSN OR EIN

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

oNONE

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P)- insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME LFC, INC.

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS 6950 E Belleview Ave #320

CITY

STATE

POSTAL CODE

COUNTRY

—

Englewood

80111

4. This FINANCING STATEMENT covers the following collateral:
6 - Sager Model 8790-C Laptop Computer, 17” WSXGA+, Combo.Windows XP-P, P4-3.2, 60GB (7200rpm) HDD, 1024MB DDR400 SDRAM (2DIMMS), 12 Cells Battery, External USB FDD, 802.11g Wi-Fi MINI-PCI 108Mbps. (1) Sager Model 8790-C Laptop Computer, 17” WSXGA+, Combo.Windows XP-P, P4-3.2, 60GB(7200rpm) HDD, 1024MB DDR400 SDRAM (2DIMMS), 12 Cells Battery, External USB FDD, 802.11g Wi-Fi MINI-PCI 108Mbps.

5. ALTERNATIVE DESIGNATION [if applicable]: þ LESSEE/LESSOR o CONSIGNEE/CONSIGNOR o BAILEE/BAILOR o SELLER/BUYER o AG. LIEN o NON-UCC FILING


6.	o	This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL		7. Check to REQUEST SEARCH REPORT(S) on Debtor(s)
	o	ESTATE RECORDS. Attach Addendum	[if applicable]	[ADDITIONAL FEE] [optional] o All Debtor o Debtor 1 [ ] Debtor 2

8. OPTIONAL FILER REFERENCE DATA ###-###-####
11586780

FILING OFFICE COPY — NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV.07/29/98)