**MASTER
      LEASE AND FINANCING AGREEMENT**





This
      Master Lease and Financing Agreement Number **105291** **** (together
      with Annex A and Exhibits A and B attached hereto and hereby made a part hereof,
      this “Master Agreement”) is entered into by and between Hewlett-Packard
      Financial Services Company 1 ,
      a
      Delaware corporation (“Lessor”), and Secured Digital Storage, LLC, a Nevada
      limited liability company (“Lessee”). Capitalized terms used in this Master
      Agreement without definition have the meanings specified in Annex A to this
      Master Agreement.





**1.
      MASTER AGREEMENT; SCHEDULES.** This
      Master Agreement sets forth the general terms and conditions upon which (a)
      Lessor shall lease to Lessee and Lessee shall lease from Lessor items of
      Hardware, Software or both (such Hardware and Software being collectively
      referred to as “Equipment”) and (b) Lessor shall provide financing to Lessee for
      software program license fees, maintenance fees, fees for other services, and
      other costs and one-time charges (“Financed Items”) Lessee desires to finance
      hereunder. If Lessor and Lessee agree to a lease of particular Equipment (a
      “Lease”) and/or a financing of particular Financed Items (a “Financing”), each
      item of Equipment and/or Financed Item will be described on a schedule in the
      form of Exhibit A, which schedule will incorporate this Master Agreement by
      reference (“Schedule”). Each Schedule, when executed by Lessee and Lessor, will
      constitute a separate Lease and/or Financing. If specific terms of a Schedule
      conflict with the terms of this Master Agreement, the provisions of the Schedule
      will control.





**2.** Master
        Agreement Number _________
 
 **ACCEPTANCE;
      INITIAL TERM AND TERM.** (a) Acceptance .
      Lessee
      shall unconditionally and irrevocably accept all Equipment under a Lease and,
      if
      applicable, all related Financed Items subject to a Financing as soon as such
      Equipment is delivered and inspected by Lessee and found to be satisfactory
      by
      executing an Acceptance Certificate related thereto and delivering same to
      Lessor. In the case of a Financing of Financed Items unrelated to any Equipment
      subject to a Lease, Lessee shall unconditionally and irrevocably accept such
      Financed Items as soon as it shall have become liable to pay for such Financed
      Items. In either case, Lessee will evidence such acceptance by executing and
      delivering to Lessor a properly completed Acceptance Certificate as soon as
      reasonably practicable. (b) Initial
      Term of Leases and Term of Financings .
      The
      Initial Term of each Lease and, if applicable, the Term of any related Financing
      stated in and evidenced by a Schedule executed pursuant to this Section 2 will
      begin on the Acceptance Date of the Equipment subject to that Lease and will
      continue for the period described in the applicable Schedule; the Term of each
      Financing stated in and evidenced by a Schedule executed pursuant to this
      Section 2 that is unrelated to any Lease will begin on the Acceptance Date
      for
      the related Financed Items and will continue for the period described in the
      applicable Schedule.





**3.
      RENT; LATE CHARGES.** As
      rent
      for the Equipment under any Lease and the Financed Items under any Financing
      (in
      either case, referred to in this Master Agreement and any Schedule as “Rent”),
      Lessee agrees to pay the amounts specified in the applicable Schedule on the
      due
      dates specified in the applicable Schedule. **** If
      any
      part of any Rent payment or other amount due under this Master Agreement is
      not
      paid within 10 days of its due date, Lessee agrees to pay Lessor: (a) in the
      first month, a late charge to compensate Lessor for collecting and processing
      the late amount, which late charge is stipulated and liquidated at the greater
      of $.05 per dollar of each delayed amount or $50; plus (b) a charge for every
      month after the first month in which the amount is late to compensate Lessor
      for
      the inability to reinvest the amount, which charge is stipulated and liquidated
      at 1-1⁄2% of the delayed amount per month (or the lesser rate that is the maximum
      rate allowable under applicable law).





**4.
      LEASES AND FINANCINGS NON-CANCELABLE; NET LEASES; WAIVER OF DEFENSES TO PAYMENT.
      IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT**  **EACH
      LEASE AND FINANCING HEREUNDER SHALL BE NON-CANCELABLE, AND THAT EACH LEASE
      HEREUNDER IS A NET LEASE. LESSEE AGREES THAT IT HAS AN ABSOLUTE AND
      UNCONDITIONAL OBLIGATION TO PAY ALL RENT AND OTHER AMOUNTS WHEN DUE. LESSEE
      IS
      NOT ENTITLED TO ABATE OR REDUCE RENT OR ANY OTHER AMOUNT DUE, OR TO SET OFF
      ANY
      CHARGE AGAINST ANY SUCH AMOUNT. LESSEE HEREBY WAIVES ANY RECOUPMENT,
      CROSS-CLAIM, COUNTERCLAIM OR ANY OTHER DEFENSE AT LAW OR IN EQUITY TO ANY RENT
      PAYMENT OR OTHER AMOUNT DUE WITH RESPECT TO ANY LEASE OR FINANCING, WHETHER
      ANY
      SUCH DEFENSE ARISES OUT OF THIS MASTER AGREEMENT, ANY SCHEDULE, ANY CLAIM BY
      LESSEE AGAINST LESSOR, LESSOR’S ASSIGNEES OR SUPPLIER, OR OTHERWISE.**





**5.
      ASSIGNMENT OF PURCHASE DOCUMENTS.** Lessee
      assigns to Lessor all of Lessee's right, title and interest in and to (a) the
      Equipment described in each Schedule, and (b) the Purchase Documents relating
      to
      such Equipment. Such assignment of the Purchase Documents is an assignment
      of
      rights only; nothing in this Master Agreement shall be deemed to have relieved
      Lessee of any obligation or liability under any of the Purchase Documents,
      except that, as between Lessee and Lessor, Lessor shall pay for the Equipment
      within 30 days after Lessee's delivery to Lessor of a properly completed and
      executed Acceptance Certificate and all other documentation necessary to
      establish Lessee’s acceptance of such Equipment under the related Lease. Lessee
      represents and warrants that it has reviewed and approved the Purchase
      Documents. In addition, if Lessor shall so request, Lessee shall deliver to
      Lessor a document acceptable to Lessor whereby Seller acknowledges and provides
      any required consent to such assignment. For the avoidance of doubt, Lessee
      covenants and agrees that it shall at all times during the Total Term of each
      Lease comply in all respects with the terms of any License Agreement relating
      to
      any Equipment leased thereunder. **IT
      IS ALSO SPECIFICALLY UNDERSTOOD AND AGREED THAT NEITHER SUPPLIER NOR ANY
      SALESPERSON OF SUPPLIER IS AN AGENT OF LESSOR, NOR ARE THEY AUTHORIZED TO WAIVE
      OR ALTER ANY TERMS OF THIS MASTER AGREEMENT OR ANY
      SCHEDULE.**





**6.
      ASSIGNMENT OF SUPPLIER WARRANTIES.** To
      the
      extent permitted, Lessor hereby assigns to Lessee, for the Total Term of any
      Lease, all Equipment warranties, indemnities, and representations provided
      in
      the applicable Purchase Documents. Lessee shall have the right to take any
      action it deems appropriate to enforce such warranties, indemnities and
      representations provided such enforcement is pursued in Lessee's name and at
      its
      expense. Any recovery resulting from any such enforcement efforts will be
      divided between Lessor and Lessee as their interests may appear. ****





**7.
      EQUIPMENT RETURN REQUIREMENTS.** Not
      later
      than 5 days after the last day of the Total Term of each Lease (and any other
      time Lessee is required to return Equipment to Lessor under the terms of this
      Master Agreement or any Schedule), for all Equipment to be returned to Lessor,
      Lessee shall (a) remove
      any Lessee labels, tags or other identifying marks on the Equipment and wipe
      clean or permanently delete all data contained on the Equipment, including
      without limitation, any data contained on internal or external drives, discs,
      or
      accompanying media, **** (b)
      pack
      the Equipment in accordance with the manufacturer's guidelines, and (c) deliver
      such Equipment to Lessor at any destination within the continental United States
      designated by Lessor. In the case of any item of Software to be returned to
      Lessor, Lessee shall also deliver to Lessor the original certificate of
      authenticity issued by the licensor of such Software, if any, the end user
      license agreement, any CD-ROM, diskettes or other media relating to such
      Software and any other materials originally delivered to Lessee with such
      Software. All dismantling, packaging, transportation, in-transit insurance
      and
      shipping charges shall be borne by Lessee. All Equipment shall be returned
      to









1
            Authorized
                to do business in the name of Hewlett-Packard Financial Services
                Company
                Inc. in the States of Alabama and New York.













Lessor
      in
      the same condition and working order as when delivered to Lessee, reasonable
      wear and tear excepted, and, except in the case of PC Equipment and Software,
      shall qualify for maintenance service by the Supplier at its then standard
      rates
      for Equipment of that age, if available. Lessee shall be responsible for, and
      shall reimburse Lessor promptly on demand for, the cost of returning the
      Equipment to good working condition or, in the case of Equipment other than
      PC
      Equipment and Software, qualifying the Equipment for the Supplier’s maintenance
      service, if available. The return of the Equipment shall constitute a full
      release by Lessee of any leasehold rights or possessory interest in the
      Equipment.




**8.
      EQUIPMENT USE; MAINTENANCE AND ADDITIONS.** Lessee
      shall, at its own expense, at all times during the applicable Total Term (a)
      operate and maintain the Equipment in good working order, repair and condition,
      and in accordance with the manufacturer's specifications and recommendations,
      (b) except in the case of PC Equipment and Software, maintain and enforce a
      maintenance agreement to service and maintain the Equipment, upon terms and
      with
      a provider reasonably acceptable to Lessor, such that the Equipment shall
      qualify for Maintenance Service at the time the Equipment is returned to Lessor,
      and (c) make all alterations or additions to the Equipment required by any
      applicable law, regulation or order. Lessee shall make no alterations or
      additions to the Equipment, except those that will not void any warranty made
      by
      the Supplier of the Equipment, result in the creation of any security interest,
      lien or encumbrance on the Equipment or impair the value or use of the Equipment
      either at the time made or at the end of the Total Term of the applicable Lease,
      and that are readily removable without damage to the Equipment (“Optional
      Additions”). All additions to the Equipment or repairs made to the Equipment,
      except Optional Additions, become a part thereof and Lessor's property at the
      time made. Optional Additions that have not been removed prior to the return
      of
      the Equipment shall become Lessor's property upon such return. On at least
      24
      hours prior notice to Lessee, Lessor and Lessor's agents shall have the right,
      during Lessee's normal business hours, to enter the premises where the Equipment
      is located for the purpose of inspecting the Equipment.





**9.
      EQUIPMENT OWNERSHIP; LIENS; LOCATION.** As
      between Lessor and Lessee, Lessor is the sole owner of the Equipment and has
      sole title thereto. Lessee covenants that it will not pledge or encumber the
      Equipment or Lessor's interest in the Equipment in any manner whatsoever nor
      create or permit to exist any levy, lien or encumbrance thereof or thereon
      except those created by or through Lessor. The Equipment shall remain Lessor's
      personal property whether or not affixed to realty and shall not become a
      fixture or be made to become a part of any real property on which it is placed
      without Lessor's prior written consent. If Lessee has been provided tags or
      identifying labels, Lessee will at Lessee’s expense affix and maintain the same
      in a prominent position on each item of Equipment to indicate Lessor’s
      ownership. Lessee may relocate any Equipment from the Equipment Location
      specified in the applicable Schedule to another of its business locations within
      the United States upon prior written notice to Lessor specifying the new
      Equipment Location, provided Lessee remains in possession and control of the
      Equipment. Lessee shall not locate or relocate any Equipment such that any
      third
      party comes into possession or control thereof without Lessor’s prior written
      consent; provided, however, that Lessor shall not unreasonably withhold its
      consent to the location or relocation of Equipment to a third party co-location
      or hosting facility if such third party shall have executed and delivered to
      Lessor a waiver agreement in form and substance acceptable to Lessor pursuant
      to
      which, among other things, such third party shall have waived any rights to
      the
      Equipment and agreed to surrender the Equipment to Lessor in the event of a
      Lessee Default under this Master Agreement.





**10.
      RISK OF LOSS AND INSURANCE.** Lessee
      assumes any and all risk of loss or damage to the Equipment until such Equipment
      is returned to and received by Lessor in accordance with the terms and
      conditions of this Master Agreement. Lessee agrees to keep the Equipment insured
      at Lessee's expense against all risks of loss from any cause whatsoever,
      including without limitation, loss by fire (including extended coverage), theft
      and damage, and such insurance shall cover not less than the Stipulated Loss
      Value of the Equipment. Lessee also agrees that it shall carry commercial
      general liability insurance in an amount not less than $2,000,000 total
      liability per occurrence. Lessee shall cause Lessor and its affiliates, and
      its
      and their successors and assigns, to be named loss payees and additional
      insureds, as applicable, under such insurance policies. Each policy shall
      provide that the insurance cannot be canceled without at least 30 days prior
      written notice to Lessor, and no policy shall contain a deductible in excess
      of
      $25,000. Lessee shall provide to Lessor (a) on or prior to the Acceptance Date
      for each Lease, and from time to time thereafter, certificates of insurance
      evidencing such insurance coverage throughout the Total Term of each Lease,
      and
      (b) upon Lessor's request, copies of the insurance policies. If Lessee fails
      to
      provide Lessor with such evidence, then Lessor will have the right, but not
      the
      obligation, to purchase such insurance protecting Lessor at Lessee's expense.
      Lessee's expense shall include the full premium paid for such insurance and
      any
      customary charges, costs or fees of Lessor. Lessee agrees to pay such amounts
      in
      substantially equal installments allocated to each Rent payment (plus interest
      on such amounts at the rate of 1-1/2% per month or such lesser rate as is the
      maximum rate allowable under applicable law).





**11.
      CASUALTY LOSS.** Lessee
      shall notify Lessor of any Casualty Loss or repairable damage to any Equipment
      not later than 30 days following the date of any such occurrence. **** In
      the
      event any Casualty Loss shall occur, on the next Rent payment date Lessee shall
      pay Lessor the Stipulated Loss Value of the Equipment suffering the Casualty
      Loss. Upon Lessor's receipt of such payment of Stipulated Loss Value in full:
      (a) Lessor shall transfer to Lessee all of Lessor's interest in the Equipment
      suffering the Casualty Loss “AS IS, WHERE IS,” without any warranty, express or
      implied, from Lessor, other than the absence of any liens or claims by or
      through Lessor, (b) the applicable Lease shall terminate as it relates to such
      Equipment, and (c) except as provided in Section 26(m), Lessee shall be relieved
      of all obligations under the applicable Lease as it relates to such Equipment.
      In the event of any repairable damage to any Equipment, the Lease shall continue
      with respect to such Equipment without any abatement of Rent and Lessee shall
      at
      its expense cause such Equipment to be repaired to the condition it is required
      to be maintained in pursuant to Section 8 not later than 30 days from the date
      of the occurrence.





**12.
      TAXES.** Lessor
      shall report and pay all Taxes now or hereafter imposed or assessed by
      governmental body, agency or taxing authority upon the purchase, ownership,
      delivery, installation, leasing, rental, use or sale of the Equipment, the
      Rent
      or other charges payable hereunder, or otherwise upon or in connection with
      any
      Lease or Financing, whether assessed on Lessor or Lessee, other than any such
      Taxes required by law to be reported and paid by Lessee. Lessee shall within
      30
      days of invoice reimburse Lessor for all such Taxes paid by Lessor, together
      with any penalties or interest in connection therewith attributable to Lessee's
      acts or failure to act, excluding (a) Taxes on or measured by the overall gross
      or net income or items of tax preference of Lessor, (b) as to any Lease or
      the
      related Equipment, Taxes attributable to the period after the return of such
      Equipment to Lessor, and (c) Taxes imposed as a result of a sale or other
      transfer by Lessor of any portion of its interest in any Lease or Financing
      or
      in any Equipment, except for a sale or other transfer to Lessee or a sale or
      other transfer occurring after and during the continuance of any Lessee
      Default.





**13.
      GENERAL INDEMNITY.** Lessee
      shall indemnify, defend and hold harmless Lessor, its employees, officers,
      directors, agents and assignees from and against any and all Claims arising
      directly or indirectly out of or in connection with any matter involving this
      Master Agreement, the Equipment, the Financed Items or any Lease and/or
      Financing. ****





**14.
      TAX BENEFIT INDEMNITY.** Lessor
      and Lessee agree that Lessor is entitled to certain federal, state and local
      tax
      benefits available to an owner of Equipment (collectively, “Tax Benefits”),
      including without limitation, accelerated cost recovery system deductions for
      5-year property and deductions for interest incurred by Lessor to finance the
      purchase of Equipment available under the Code. Lessee represents, warrants
      and
      covenants to Lessor that (a) Lessee is not a tax-exempt entity (as defined
      in
      Section 168(h) of the Code); (b) all Equipment will be used solely within the
      United States; and (c) Lessee will take no position inconsistent with the
      assumption that Lessor is the owner of the Equipment for federal, state, and
      local tax purposes. If, due to any breach or inaccuracy of any of













the
      foregoing representations and warranties, Lessor reasonably determines that
      it
      cannot claim, is not allowed to claim, loses or must recapture any or all of
      the
      Tax Benefits otherwise available with respect to the Equipment subject to any
      Lease (a “Tax Loss”), then Lessee shall, promptly upon demand, pay to Lessor an
      amount sufficient to provide Lessor the same after-tax rate of return and
      aggregate after-tax cash flow through the end of the Then Applicable Term of
      such Lease that Lessor would have realized but for such Tax Loss.





**15.
      COVENANT OF QUIET ENJOYMENT.** So
      long
      as no Lessee Default exists, and no event shall have occurred and be continuing
      which, with the giving of notice or the passage of time or both, would
      constitute a Lessee Default neither Lessor nor any party acting or claiming
      through Lessor, by assignment or otherwise, will disturb Lessee's quiet
      enjoyment of the Equipment during the Total Term of the related
      Lease.





**16.
      DISCLAIMERS AND LESSEE WAIVERS. LESSEE LEASES THE EQUIPMENT FROM LESSOR “AS IS,
      WHERE IS”. IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT (A) EXCEPT AS EXPRESSLY
      SET FORTH IN SECTION 15, LESSOR MAKES ABSOLUTELY NO REPRESENTATIONS OR
      WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY
      REPRESENTATION OR WARRANTY WITH RESPECT TO THE DESIGN, COMPLIANCE WITH
      SPECIFICATIONS, QUALITY, OPERATION, OR CONDITION OF ANY EQUIPMENT OR FINANCED
      ITEMS (OR ANY PART THEREOF), THE MERCHANTABILITY OR FITNESS OF EQUIPMENT OR
      FINANCED ITEMS FOR A PARTICULAR PURPOSE, OR ISSUES REGARDING PATENT
      INFRINGEMENT, TITLE AND THE LIKE; (B) LESSOR SHALL NOT BE DEEMED TO HAVE MADE,
      BE BOUND BY OR LIABLE FOR, ANY REPRESENTATION, WARRANTY OR PROMISE MADE BY
      THE
      SUPPLIER OF ANY EQUIPMENT OR FINANCED ITEMS (EVEN IF LESSOR IS AFFILIATED WITH
      SUCH SUPPLIER); (C) LESSOR SHALL NOT BE LIABLE FOR ANY FAILURE OF ANY EQUIPMENT
      OR FINANCED ITEMS OR ANY DELAY IN THE DELIVERY OR INSTALLATION THEREOF; (D)
      LESSEE HAS SELECTED ALL EQUIPMENT AND FINANCED ITEMS WITHOUT LESSOR'S
      ASSISTANCE; AND (E) LESSOR IS NOT A MANUFACTURER OF ANY EQUIPMENT. IT IS FURTHER
      AGREED THAT LESSOR SHALL HAVE NO LIABILITY TO LESSEE OR ANY THIRD PARTIES FOR
      ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS
      MASTER AGREEMENT OR ANY SCHEDULE OR CONCERNING ANY EQUIPMENT OR FINANCED ITEMS,
      OR FOR ANY DAMAGES BASED ON STRICT OR ABSOLUTE TORT LIABILITY OR LESSOR'S
      NEGLIGENCE; PROVIDED, HOWEVER, THAT NOTHING IN THIS MASTER AGREEMENT SHALL
      DEPRIVE LESSEE OF ANY RIGHTS IT MAY HAVE AGAINST ANY PERSON OTHER THAN LESSOR.
      LESSOR AND LESSEE AGREE THAT THE LEASES AND THE FINANCINGS SHALL BE GOVERNED
      BY
      THE EXPRESS PROVISIONS OF THIS MASTER AGREEMENT AND THE OTHER FUNDAMENTAL
      AGREEMENTS AND NOT BY THE CONFLICTING PROVISIONS OF ANY OTHERWISE APPLICABLE
      LAW. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE WAIVES
      THOSE
      RIGHTS AND REMEDIES AGAINST A LESSOR CONFERRED UPON A LESSEE BY ARTICLE 2A
      OF
      THE UCC AND THOSE RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR OTHERWISE,
      IN
      EITHER CASE THAT ARE INCONSISTENT WITH OR THAT WOULD LIMIT OR MODIFY LESSOR'S
      RIGHTS SET FORTH IN THIS MASTER AGREEMENT** .





**17.
      LESSEE WARRANTIES.** Lessee
      represents, warrants and covenants to Lessor that as of the date of this Master
      Agreement and for so long as this Master Agreement shall remain in effect:
      (a)
      ALL EQUIPMENT WILL BE USED FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL,
      FAMILY OR HOUSEHOLD PURPOSES; (b) Lessee is duly organized, validly existing
      and
      in good standing under applicable law; (c) Lessee has the power and authority
      to
      enter into each of the Fundamental Agreements; (d) all Fundamental Agreements
      are enforceable against Lessee in accordance with their terms and do not violate
      or create a default under any instrument or agreement binding on Lessee; (e)
      as
      of the date of its execution of this Master Agreement and as of the Acceptance
      Date of any Equipment or Financed Items, there are no pending or threatened
      actions or proceedings before any court or administrative agency that could
      reasonably be expected to have a material adverse effect on Lessee or any
      Fundamental Agreement, unless such actions are disclosed to Lessor and consented
      to in writing by Lessor; (f) Lessee shall comply with the requirements of all
      applicable laws and regulations the violation of which could have an adverse
      effect upon the Equipment, Lessor’s rights and remedies under any Fundamental
      Agreement or Lessee's performance of its obligations under any Fundamental
      Agreement; (g) each Fundamental Agreement shall be effective against all
      creditors of Lessee under applicable law, including fraudulent conveyance and
      bulk transfer laws, and shall raise no presumption of fraud; (h) all financial
      statements and other related information furnished by Lessee shall be prepared
      in accordance with generally accepted accounting principles and shall fairly
      present Lessee's financial position as of the dates given on such statements;
      (i) Lessee’s name set forth in the signature block below is Lessee’s full and
      accurate legal name; (j) Lessee is a Nevada limited liability company organized
      under the laws of Nevada; (k) Lessee’s “location” (within the meaning of UCC
      Section 9-307) is the State of Nevada; (l) Lessee’s organizational number
      assigned to it by its jurisdiction of organization is E0815392005-9; (m)
      Lessee’s federal tax identification number is 20-4896860; (n) Lessee and all
      Lessee Affiliates do not export, re-export, or transfer any Equipment, Software,
      System Software or source code or any direct product thereof to a prohibited
      destination, or to nationals of proscribed countries wherever located, without
      prior authorization from the United States and other applicable governments;
      (o)
      Lessee and all Lessee Affiliates do not use any Equipment, Software or System
      Software or technology, technical data, or technical assistance related thereto
      or the products thereof in the design, development, or production of nuclear,
      missile, chemical, or biological weapons or transfer the same to a prohibited
      destination, or to nationals of proscribed countries wherever located, without
      prior authorization from the United States and other applicable governments;
      and
      (p) Lessee and all Lessee Affiliates are not entities designated by the United
      States government or any other applicable government with which transacting
      business without the prior consent of such government is prohibited. Lessee
      agrees to provide Lessor advance written notice of any change in any of the
      representations and covenants set forth in clauses (i) through (m) of this
      Section 17.





**18.
      DEFAULT.** Any
      of
      the following shall constitute a default by Lessee (a “Lessee Default”) under
      this Master Agreement and all Leases and Financings: (a) Lessee fails to pay
      any
      Rent payment or any other amount payable to Lessor under this Master Agreement
      or any Schedule within 10 days after its due date; or (b) Lessee defaults on
      or
      breaches any of the other terms and conditions of any Material Agreement, and
      fails to cure such breach within 10 days after written notice thereof from
      Lessor; or (c) any representation or warranty made by Lessee in any Material
      Agreement proves to be incorrect in any material respect when made or
      reaffirmed; or (d) any change occurs in relation to Lessee’s or Guarantor’s
      business, management, ownership or financial condition that would have a
      material adverse effect on Lessee’s ability to perform its obligations under
      this Master Agreement or any Schedule or Guarantor’s ability to perform its
      obligations under its guaranty; or (e) Lessee or Guarantor dissolves or
      otherwise terminates its existence, ceases to do business or becomes insolvent
      or fails generally to pay its debts as they become due; or (f) any Equipment
      is
      levied against, seized or attached and such lien, seizure or attachment has
      not
      been removed within 30 days of the date of the placement of such lien, the
      date
      Lessee is notified of a forthcoming seizure or the date of such attachment;;
      or
      (g) Lessee or Guarantor makes an assignment for the benefit of creditors; or
      (h)
      a proceeding under any bankruptcy, reorganization, arrangement of debt,
      insolvency or receivership law is filed by or against Lessee or Guarantor (and,
      if such proceeding is involuntary, it is not dismissed within 60 days after
      the
      filing thereof) or Lessee or Guarantor takes any action to authorize any of
      the
      foregoing matters; or (i) any letter of credit or guaranty issued in support
      of
      a Lease or Financing is revoked, breached, cancelled or terminated (unless
      consented to in advance in writing by Lessor); or (j) any Guarantor fails to
      fulfill its obligations in favor of Lessor pursuant to its
      guaranty.













**19.
      REMEDIES.** If
      a
      Lessee Default occurs, Lessor may, in its sole discretion, exercise one or
      more
      of the following remedies: (a) declare all amounts due and to become due under
      any or all Leases and Financings to be immediately due and payable; or (b)
      terminate this Master Agreement or any Lease or Financing; or (c) take
      possession of, or render unusable, any Equipment wherever the Equipment may
      be
      located, without demand or notice and without any court order or other process
      of law in accordance with Lessee's reasonable security procedures, and no such
      action shall constitute a termination of any Lease; or (d) require Lessee to
      deliver the Equipment to a location specified by Lessor; or (e) declare the
      Stipulated Loss Value for any or all Equipment to be due and payable as
      liquidated damages for loss of a bargain and not as a penalty and in lieu of
      any
      further Rent payments under the applicable Lease or Leases; or (f) proceed
      by
      court action to enforce performance by Lessee of any Lease or Financing and/or
      to recover all damages and expenses incurred by Lessor by reason of any Lessee
      Default; or (g) terminate any other agreement that Lessor may have with Lessee;
      or (h) exercise any other right or remedy available to Lessor at law or in
      equity. Also, Lessee shall pay Lessor all costs and expenses that Lessor may
      incur to maintain, safeguard or preserve the Equipment, and other expenses
      incurred by Lessor in enforcing any of the terms, conditions or provisions
      of
      this Master Agreement (including reasonable legal fees and collection agency
      costs). Upon repossession or surrender of any Equipment or Collateral, Lessor
      may lease, sell or otherwise dispose of the Equipment and/or Collateral in
      a
      commercially reasonable manner, with or without notice and at public or private
      sale, and apply the net proceeds thereof to the amounts owed to Lessor
      hereunder, but only after deducting (1) in the case of a sale, the estimated
      Fair Market Value of the Equipment sold as of the scheduled expiration of the
      Then Applicable Term of the related Lease, (2) in the case of a lease, the
      rent
      due for any period beyond the scheduled expiration of the Then Applicable Term
      of the related Lease, and (3) in either case, all expenses (including reasonable
      legal fees and costs) incurred by Lessor in connection therewith, or propose
      to
      retain any or all of the Equipment and/or Collateral in full or partial
      satisfaction, as the case may be, of amounts owed to Lessor hereunder; provided,
      however, that Lessee shall remain liable to Lessor for any deficiency that
      remains after any sale, lease or retention by Lessor of such Equipment. Any
      proceeds of any sale or lease of such Equipment in excess of the amounts owed
      to
      Lessor hereunder shall be retained by Lessor. Lessee agrees that with respect
      to
      any notice of a sale required by law to be given, 10 days' notice shall
      constitute reasonable notice. Upon payment of all past due Rent and the
      Stipulated Loss Value as provided in clause (e) above, together with interest
      at
      the rate of 1-1/2% per month (or such lesser rate as is the maximum rate
      allowable under applicable law) from the date declared due until paid, Lessor
      will transfer to Lessee all of Lessor's interest in the Equipment for which
      such
      Rent and Stipulated Loss Value has been paid, which transfer shall be on an
“AS
      IS, WHERE IS” basis, without any warranty, express or implied, from Lessor,
      other than the absence of any liens or claims by or through Lessor. With respect
      to any exercise by Lessor of its right to recover and/or dispose of any
      Equipment or other Collateral securing Lessee’s obligations under any Schedule,
      Lessee acknowledges and agrees as follows: (i) Lessor shall have no obligation,
      subject to the requirements of commercial reasonableness, to clean-up or
      otherwise prepare the Equipment or any other Collateral for disposition, (ii)
      Lessor may comply with any applicable state or Federal law requirements in
      connection with any disposition of the Equipment or other Collateral, and any
      actions taken in connection therewith shall not be deemed to have adversely
      affected the commercial reasonableness of any such disposition, and (iii) Lessor
      may convey the Equipment and any other Collateral on an “AS IS, WHERE IS” basis,
      and without limiting the generality of the foregoing, may specifically exclude
      or disclaim any and all warranties, including any warranty of title or the
      like
      with respect to the disposition of the Equipment or other Collateral, and no
      such conveyance or such exclusion or such disclaimer of any warranty shall
      be
      deemed to have adversely affected the commercial reasonableness of any such
      disposition. These remedies are cumulative of every other right or remedy given
      hereunder or now or hereafter existing at law or in equity or by statute or
      otherwise, and may be enforced concurrently or separately from time to
      time.





**20.
      PERFORMANCE OF LESSEE'S OBLIGATIONS.** If
      Lessee
      fails to perform any of its obligations hereunder, Lessor may perform any act
      or
      make any payment that Lessor deems reasonably necessary for the preservation
      of
      Lessor's interests therein; provided, however, that the performance of any
      act
      or payment by Lessor shall not be deemed a waiver or release of Lessee from
      the
      obligation at issue. All sums so paid by Lessor, together with expenses
      (including legal fees and costs) incurred by Lessor in connection therewith,
      shall be paid to Lessor by Lessee immediately upon demand.





**21.
      TRUE LEASE; SECURITY INTEREST; MAXIMUM RATE.** Each
      Lease is intended to be a “Finance Lease” as defined in Article 2A of the UCC,
      and Lessee hereby authorizes Lessor to file a financing statement to give public
      notice of Lessor's ownership of the Equipment. The parties’ intent that each
      Lease be a “Finance Lease” within the meaning of Article 2A of the UCC shall
      have no effect on the characterization of any Lease for accounting purposes,
      which characterization shall be made by each party independently on the basis
      of
      generally accepted accounting principles. Lessee, by its execution of each
      Schedule, acknowledges that Lessor has informed it that (a) the identity of
      Seller is set forth in the applicable Schedule, (b) Lessee is entitled under
      Article 2A of the UCC to the promises and warranties, including those of any
      third party, provided to Lessor in connection with, or as a part of, the
      applicable Purchase Documents, and (c) Lessee may communicate with Seller and
      receive an accurate and complete statement of the promises and warranties,
      including any disclaimers and limitations of them or of remedies. If (1)
      notwithstanding the express intention of Lessor and Lessee to enter into a
      true
      lease, any Lease is ever deemed by a court of competent jurisdiction to be
      a
      lease intended for security, or (2) Lessor and Lessee enter into a Lease with
      the intention that it be treated as a lease intended as security by so providing
      in the applicable Schedule, or (3) Lessor and Lessee enter into a Financing,
      then to secure payment and performance of Lessee's obligations under this Master
      Agreement and all Leases and Financings, Lessee hereby grants Lessor a purchase
      money security interest in the Collateral. In any such event, notwithstanding
      any provisions contained in this Master Agreement or in any Schedule, neither
      Lessor nor any Assignee shall be entitled to receive, collect or apply as
      interest any amount in excess of the maximum rate or amount permitted by
      applicable law. In the event Lessor or any Assignee ever receives, collects
      or
      applies as interest any amount in excess of the maximum amount permitted by
      applicable law, such excess amount shall be applied to the unpaid principal
      balance and any remaining excess shall be refunded to Lessee. In determining
      whether the interest paid or payable under any specific contingency exceeds
      the
      maximum rate or amount permitted by applicable law, Lessor and Lessee shall,
      to
      the maximum extent permitted under applicable law, characterize any
      non-principal payment as an expense or fee rather than as interest, exclude
      voluntary prepayments and the effect thereof, and spread the total amount of
      interest over the entire term of this Master Agreement and all Leases and
      Financings.





**22.
      ASSIGNMENT.** Lessor
      shall have the unqualified right to sell, assign, grant a security interest
      in
      or otherwise convey any part of its interest in this Master Agreement, any
      Lease
      or Financing or any Equipment, in whole or in part, without prior notice to
      or
      the consent of Lessee. If any Lease or Financing is sold, assigned, or otherwise
      conveyed, Lessee agrees that Lessor’s purchaser assignee or transferee, as the
      case may be (“Assignee”) shall (a) have the same rights, powers and privileges
      that Lessor has under the applicable Lease or Financing, and (b) have the right
      to receive from Lessee all amounts due under the applicable Lease or Financing.
      Lessee agrees to execute such acknowledgements thereto as may be reasonably
      requested by Lessor or the Assignee. Lessee further agrees that, in any action
      brought by such Assignee against Lessee to enforce Lessor’s rights hereunder,
      Lessee will not assert against such Assignee any set-off, defense or
      counterclaim that Lessee may have against Lessor or any other person. Unless
      otherwise specified by Lessor and the Assignee, Lessee shall continue to pay
      all
      amounts due under the applicable Lease or Financing to Lessor; provided,
      however, that upon notification from Lessor and the Assignee, Lessee covenants
      to pay all amounts due under the applicable Lease or Financing to such Assignee
      when due and as directed in such notice. Lessee further agrees that any Assignee
      may further sell, assign, grant a security interest in or otherwise convey
      its
      rights and interests under the applicable Lease or Financing with the same
      force
      and effect as the assignment described herein. Lessee may not assign, transfer,
      sell, sublease, pledge or otherwise dispose of this Master Agreement, any Lease
      or Financing, any Equipment or any interest therein.













**23.
      TERM OF MASTER AGREEMENT.** This
      Master Agreement shall commence and be effective upon the execution hereof
      by
      both parties and shall continue in effect until terminated by either party
      by 30
      days’ prior written notice to the other. However, no termination of this Master
      Agreement pursuant to the preceding sentence shall be effective with respect
      to
      any Lease or Financing that commenced prior to such termination until the
      expiration or termination of such Lease or Financing and the satisfaction by
      Lessee of all of its obligations hereunder with respect thereto.





**24.
      WAIVER OF JURY TRIAL. LESSEE AND LESSOR HEREBY EXPRESSLY WAIVE ANY RIGHT TO
      DEMAND A JURY TRIAL WITH RESPECT TO ANY ACTION OR PROCEEDING INSTITUTED BY
      LESSOR OR LESSEE IN CONNECTION WITH THIS MASTER AGREEMENT OR ANY FUNDAMENTAL
      AGREEMENT.**





**25.
      NOTICES.** All
      notices, requests, demands, waivers and other communications required or
      permitted to be given under this Master Agreement or any other Fundamental
      Agreement shall be in writing and shall be deemed to have been duly given if
      delivered personally or mailed via certified mail or a nationally recognized
      overnight courier service, or sent by confirmed facsimile transmission,
      addressed as follows (or such other address or fax number as either party shall
      so notify the other):





If
                to Lessor:
              Hewlett-Packard
                Financial Services Company
            If
                to Lessee:
              Secured
                Digital Storage, LLC420
                Mountain Avenue - P.O. Box 6
            2001
                Butterfield Road, Suite 1050Murray
                Hill, New Jersey 07974-0006
            Downers
                Grove, IL 60515Attn:
                Director of Operations, North America
            Attn:
                William LynesFax:
                (908) 898-4109
            Fax:
                630-271-1203




**26.
      MISCELLANEOUS.**


**(a)
      Governing Law. THIS MASTER AGREEMENT AND EACH LEASE AND FINANCING SHALL BE
      GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF
      THE
      STATE OF NEW JERSEY.**


**(b)
      Consent to Jurisdiction.** Lessor
      and Lessee consent to the jurisdiction of any local, state or Federal court
      located within the State of New Jersey and waive any objection relating to
      improper venue or forum non-conveniens to the conduct of any proceeding in
      any
      such court.


**(c)
      Credit Review** .
      Lessee
      consents to a credit review by Lessor for each Lease and Financing.


**(d)
      Further Assurances.** Lessee
      agrees to promptly execute and deliver to Lessor such further documents and
      take
      such further action as Lessor may require in order to more effectively carry
      out
      the intent and purpose of this Master Agreement and any Schedule. Without
      limiting the generality of the foregoing, Lessee agrees (a) to furnish to Lessor
      from time to time, its certified financial statements, officer’s certificates
      and appropriate resolutions, opinions of counsel and such other information
      and
      documents as Lessor may reasonably request, and (b) to execute and timely
      deliver to Lessor any financing statements or other documents that Lessor deems
      necessary under applicable law to perfect or protect Lessor’s security interest
      in the Collateral or to evidence Lessor’s interest in the Equipment; provided,
      however, that Lessee authorizes Lessor to file any such financing statement
      or
      other document without Lessee’s authentication to the extent permitted by
      applicable law. Lessee hereby appoints Lessor and any agent of Lessor as
      Lessee’s attorney-in-fact, with full power of substitution, for the sole purpose
      of executing on behalf of Lessee such UCC financing statements as Lessor deems
      necessary to perfect or protect Lessor’s security interest in the Collateral or
      to evidence Lessor’s interest in the Equipment. Lessee acknowledges and agrees
      that such appointment is coupled with an interest and is irrevocable until
      the
      expiration or termination of all Leases and Financings and the satisfaction
      by
      Lessee of all of its obligations hereunder. It is also agreed that Lessor or
      Lessor’s agent may file as a financing statement, any lease document (or copy
      thereof, where permitted by law) that Lessor deems appropriate to perfect or
      protect Lessor’s security interest in the Collateral or to evidence Lessor’s
      interest in the Equipment. Upon demand, Lessee will promptly reimburse Lessor
      for any filing or recordation fees or expenses (including legal fees and costs)
      incurred by Lessor in perfecting or protecting its interests in any Collateral
      or the Equipment.


**(e)
      Captions and References.** The
      captions contained in this Master Agreement and any Schedule are for convenience
      only and shall not affect the interpretation of this Master Agreement. All
      references in this Master Agreement to Sections, Annexes and Exhibits refer
      to
      Sections hereof, Annexes hereof and Exhibits hereto unless otherwise
      indicated.


**(f)
      Entire Agreement; Amendments.** This
      Master Agreement and all other Fundamental Agreements executed by both Lessor
      and Lessee constitute the entire agreement between Lessor and Lessee relating
      to
      the leasing of the Equipment and the financing of Financed Items, and supersede
      all prior agreements relating thereto, whether written or oral, and may not
      be
      amended or modified except in a writing signed by the parties hereto.


**(g)
      No Waiver.** Any
      failure of Lessor to require strict performance by Lessee, or any written waiver
      by Lessor of any provision hereof, shall not constitute consent or waiver of
      any
      other breach of the same or any other provision hereof.


**(h)
      Lessor Affiliates.** Lessee
      understands and agrees that Hewlett-Packard Financial Services Company or any
      affiliate or subsidiary thereof may, as lessor, execute Schedules under this
      Master Agreement, in which event the terms and conditions of the applicable
      Schedule and this Master Agreement, as it relates to the lessor under such
      Schedule, shall be binding upon and shall inure to the benefit of such entity
      executing such Schedule as lessor, as well as any successors or assigns of
      such
      entity.


**(i)
      Lessee Affiliates.** A
      Lessee
      Affiliate may enter into a Lease or Financing under and subject to the terms
      and
      conditions of this Master Agreement by executing a Schedule incorporating this
      Master Agreement by reference, in which case such Lessee Affiliate shall be
      deemed, for purposes of such Lease or Financing, to be the “Lessee” under this
      Master Agreement. The undersigned Lessee hereby unconditionally guarantees
      to
      Lessor the full and prompt payment, observance and performance when due of
      all
      obligations of all Lessee Affiliates (collectively, “Guaranteed Obligations”)
      under all such Leases and Financings. The foregoing guarantee is absolute,
      continuing, unlimited and independent and shall not be affected, diminished
      or
      released for any reason whatsoever. The undersigned Lessee waives diligence,
      presentment, demand for payment, protest or notice of any Lessee Default or
      nonperformance by any Lessee Affiliate, all affirmative defenses, offsets and
      counterclaims against Lessor, any right to the benefit of any security or
      statute of limitations, and any requirement that Lessor proceed first against
      a
      Lessee Affiliate or any collateral security. Until the Guaranteed Obligations
      shall have been paid in full, Lessee shall have no right of
      subrogation.


**(j)
      Invalidity.** If
      any
      provision of this Master Agreement or any Schedule shall be prohibited by or
      invalid under law, such provision shall be ineffective only to the extent of
      such prohibition or invalidity, without invalidating the remainder of such
      provision or the remaining provisions of this Master Agreement or such
      Schedule.


**(k)
      Counterparts.** This
      Master Agreement may be executed in counterparts, which collectively shall
      constitute one document.


**(l)
      Lessor Reliance.** In
      connection with its execution of this Master Agreement, Lessee shall deliver
      to
      Lessor an officer’s certificate (or partner’s or member’s certificate as
      appropriate) in form and substance acceptable to Lessor, executed by a duly
      authorized officer (or partner or member) of Lessee and certifying as to, among
      other things, Lessee’s authority to enter into this Master Agreement and Leases
      and Financings hereunder and the authority of Lessee’s officers or













representatives
      specified therein to execute this Master Agreement and all other Fundamental
      Agreements. **** Lessor
      may act in reliance upon any instruction, instrument or signature reasonably
      believed by Lessor in good faith to be genuine. Lessor may assume that any
      employee of Lessee who executes any document or gives any written notice,
      request or instruction has the authority to do so.


**(m)
      Survival.** All
      representations, warranties and covenants made by Lessee hereunder shall survive
      the termination of this Master Agreement and shall remain in full force and
      effect. All of Lessor's rights, privileges and indemnities under this Master
      Agreement or any Lease or Financing, to the extent they are fairly attributable
      to events or conditions occurring or existing on or prior to the expiration
      or
      termination of such Lease or Financing, shall survive such expiration or
      termination and be enforceable by Lessor and Lessor's successors and
      assigns.





**27.
      Lessee acknowledges that neither this Master Agreement nor any other Fundamental
      Agreement may be amended or modified except by a writing signed by Lessor and
      Lessee. Lessee Initials:  WML.**





**IN
      WITNESS WHEREOF, LESSEE AND LESSOR HAVE EXECUTED THIS MASTER AGREEMENT ON THE
      DATES SPECIFIED BELOW.**








**LESSEE:**
              **SECURED
                DIGITAL STORAGE, LLC**
            **LESSOR**:
              **HEWLETT-PACKARD
                FINANCIAL SERVICES COMPANY****2**By: 
                /s/ William M. Lynes
            By: 
                /s/ Ruth CousinsName: 
                William M. Lynes
              Title:    
                Chairman & CEO
            Name:
                Ruth Cousins
              Title:  
                Operations ManagerDate:
                November 21, 2007
            Date:






2
              Authorized
                  to do business in the name of Hewlett-Packard Financial Services
                  Company
                  Inc. in the States of Alabama and New
                  York.











**Annex
      A to Master Agreement**







**MASTER
      LEASE AND FINANCING AGREEMENT ANNEX A**





Capitalized
      terms used in the Master Lease and Financing Agreement Number **105291** by and
      between Hewlett-Packard Financial Services Company and Secured Digital Storage,
      LLC (“Master Agreement”) without definition shall have the following respective
      meanings, and all references to Sections, Exhibits, Schedules or Annexes in
      the
      following definitions shall refer to Sections, Exhibits, Schedules or Annexes
      of
      or to the Master Agreement.





**“Acceptance
      Certificate”** means
      an
      acceptance certificate in substantially the form of Exhibit B executed by Lessee
      and delivered to Lessor in accordance with Section 2 of the Master
      Agreement.


**“Acceptance
      Date”** means
      the effective date of Lessee’s acceptance of the Equipment or Financed Item(s)
      as referenced on the Acceptance Certificate for such Equipment and/or Financed
      Item(s).


**“Assignee”** means
      any assignee of all or any portion of Lessor's interest in the Master Agreement,
      any Schedule or any Equipment, whether such assignee received the assignment
      of
      such interest from Lessor or a previous assignee of such interest.


**“Casualty
      Loss”** means,
      with respect to any Equipment, the condemnation, taking, loss, destruction,
      theft or damage beyond repair of such Equipment.


**“Casualty
      Value”** means,
      as to any Equipment, an amount determined as of the date of the Casualty Loss
      or
      Lessee Default in question pursuant to a “Table of Casualty Values” attached to
      the applicable Schedule or, if no “Table of Casualty Values” is attached to the
      applicable Schedule, an amount equal to the sum of (a) the present value as
      of
      the date of the Casualty Loss or Lessee Default in question (discounted at
      5%
      per annum, compounded monthly) of all Rent payments payable after such date
      through the scheduled date of expiration of the Then Applicable Term, plus
      (b)
      the present value as of the date of the Casualty Loss or Lessee Default in
      question (discounted at 5% per annum, compounded monthly, from the scheduled
      date of expiration of the Then Applicable Term) of an amount determined by
      multiplying the applicable casualty percentage specified below by the Total
      Cost
      of such Equipment. The applicable casualty percentage shall be 35% for Equipment
      having an Initial Term of less than 24 months; 30% for Equipment having an
      Initial Term of 24 months or greater, but less than 36 months; 25% for Equipment
      having an Initial Term of 36 months or greater, but less than 48 months; and
      20%
      for Equipment having an Initial Term of 48 months or greater.


**“Claims”** means
      all
      claims, actions, suits, proceedings, costs, expenses (including, without
      limitation, court costs, witness fees and attorneys' fees), damages,
      obligations, judgments, orders, penalties, fines, injuries, liabilities and
      losses, including, without limitation, actions based on Lessor's strict
      liability in tort.


**“Code”** means
      the Internal Revenue Code of 1986, as amended.


**“Collateral”** means,
      with respect to any Lease or Financing, all Equipment and Financed Items and
      any
      and all attachments, accessories, additions, general intangibles, substitutions,
      products, replacements, rentals, and any right, title or interest in any
      software used to operate or otherwise installed in any of the foregoing, and
      proceeds (including, without limitation, insurance proceeds) thereof, as well
      as
      any and all other equipment financed pursuant to this Master Agreement or any
      other agreement between Lessor and Lessee and all other collateral furnished
      by
      Lessee to secure Lessee’s obligations under any Schedule.


**“Daily
      Rent”** means,
      as to any Lease or Financing, an amount equal to the per diem Rent payable
      under
      the applicable Schedule.


**“End-of-Term
      Notice”** has
      the
      meaning specified in the applicable Schedule. ****


**“Equipment”** has the
      meaning specified in Section 1 of the Master Agreement.


**“Equipment
      Location”** means,
      as to any Equipment, the address at which such Equipment is located from time
      to
      time, as originally specified in the applicable Schedule and as subsequently
      specified in a notice delivered to Lessor pursuant to Section 9 of the Master
      Agreement, if applicable.


**“Fair
      Market Value”** means
      the total retail price that would be paid for any specified Equipment in an
      arm's length transaction between an informed and willing buyer under no
      compulsion to buy and an informed and willing seller under no compulsion to
      sell. Such total price shall not be reduced by the costs of removing such
      Equipment from its current location or moving it to a new location.


**“Fair
      Rental Value”** means
      the amount of periodic rent that would be payable for any specified Equipment
      in
      an arm's length transaction between an informed and willing lessee and an
      informed and willing lessor, neither under compulsion to lease. Such amount
      shall not be reduced by the costs of removing such Equipment from its current
      location or moving it to a new location.


**“Final
      Invoice Amount”** has the
      meaning set forth in the applicable Schedule.


**“Financed
      Item”** has the
      meaning specified in Section 1 of the Master Agreement.


**“Financing”** has the
      meaning specified in Section 1 of the Master Agreement.


**“First
      Payment Date”** means,
      as to any Lease or Financing, the date the first Rent payment with respect
      to
      the Initial Term of such Lease or the Term of such Financing (as applicable)
      is
      due, as determined pursuant to the terms of the applicable
      Schedule.


**“Fundamental
      Agreements”** means,
      collectively, the Master Agreement, each Schedule and Acceptance Certificate
      and
      all other related instruments and documents.


**“Funding
      Date”** means,
      with respect to any Financed Item, the date Lessor makes funds available to
      the
      Seller of such Financed Item to pay for the same or to Lessee to reimburse
      Lessee for its payment of the same.


**“Guaranteed
      Obligations”** has
      the
      meaning specified in Section 26(i) of the Master Agreement. ****


**“Guarantor”** means
      any guarantor of all or any portion of Lessee's obligations under the Master
      Agreement or any Lease or Financing.


**“Hardware”** means
      items of tangible equipment and other property, including but not limited to
      computer, telecommunications, printing, imaging, copying, scanning, projection
      and storage equipment, and any related peripherals, attachments, accessions,
      additions, substitutions, or replacements. ****


**“Initial
      Term”** means,
      as to any Lease, the initial term thereof as specified in the applicable
      Schedule.


**“Lease”** has the
      meaning specified in Section 1 of the Master Agreement.


**“Lessee”** has
      the
      meaning specified in the preamble of the Master Agreement.


**“Lessee
      Affiliate”** means
      any
      corporation which directly or indirectly through one or more intermediaries
      controls, is controlled by, or is under common control with,
      Lessee.


**“Lessee
      Default”** has the
      meaning specified in Section 18 of the Master Agreement.


**“Lessor”** has the
      meaning specified in the preamble of the Master Agreement.









**“License
      Agreement”** means
      any license agreement or other document granting a right to use Software or
      any
      technical information, confidential business information or other documentation
      relating to Hardware or Software, as amended, modified or supplemented by any
      other agreement between the licensor and Lessor.


**“Maintenance
      Service”** means
      the
      applicable Supplier’s maintenance service at its then standard rates for
      Equipment of that age, if available.


**“Master
      Agreement”** has
      the
      meaning specified in the preamble of the Master Agreement.


**“Material
      Agreements”** means,
      collectively, all Fundamental Agreements, all other material agreements by
      and
      between Lessor and Lessee, and any application for credit, financial statement,
      or financial data required to be provided by Lessee in connection with any
      Lease
      or Financing.


**“Optional
      Additions”** has the
      meaning specified in Section 8 of the Master Agreement.


**“PC
      Equipment”** means,
      collectively, personal computers (e.g., workstations, desktops and notebooks)
      and related items of peripheral equipment (e.g., monitors, printers and docking
      stations).


**“Purchase
      Documents”** means,
      as to any Equipment, any purchase order, contract, bill of sale, License
      Agreement, invoice and/or other documents that Lessee has, at any time,
      approved, agreed to be bound by or entered into with any Supplier of such
      Equipment relating to the purchase, ownership, use or warranty of such
      Equipment.


**“Renewal
      Agreement”** has the
      meaning specified in the applicable Schedule.


**“Renewal
      Term”** has
      the
      meaning specified in the applicable Schedule.


**“Rent”** has the
      meaning specified in Section 3 of the Master Agreement.


**“Schedule”** has the
      meaning specified in Section 1 of the Master Agreement.


**“Seller”** means,
      as to any Equipment, the seller of such Equipment, and as to any Financed Item,
      the provider thereof, in either case as specified in the applicable
      Schedule.


**“Software”** means
      copies of computer software programs owned or licensed by Lessor.


**“Stipulated
      Loss Value”** means,
      as to any Equipment, an amount equal to the sum of (a) all Rent and other
      amounts due and owing with respect to such Equipment as of the date of payment
      of such amount, plus (b) the Casualty Value of such Equipment.


**“Supplier”** means
      (a) as to any Equipment, the Seller and the manufacturer or licensor of such
      Equipment collectively, or where the context requires, any of them, and (b)
      as
      to any Financed Item, the Seller thereof.


**“System
      Software”** means an
      item of Software that is pre-loaded on an item of Hardware purchased by Lessor
      for lease hereunder for which the relevant Purchase Documents specify no
      purchase price separate from the aggregate purchase price specified for such
      items of Hardware and Software.


**“Tax
      Benefits”** has the
      meaning specified in Section 14 of the Master Agreement.


**“Tax
      Loss”** has the
      meaning specified in Section 14 of the Master Agreement. ****


**“Taxes”** means
      all license and registration fees and all taxes, fees, levies, imposts, duties,
      assessments, charges and withholdings of any nature whatsoever, however
      designated (including, without limitation, any value added, transfer, sales,
      use, gross receipts, business, occupation, excise, personal property, real
      property, stamp or other taxes).


**“Term”** means,
      as to any Financing, the term thereof as specified in the applicable
      Schedule.


**“Then
      Applicable Term”** means,
      as to any Lease, the term of the Lease in effect at the time of determination,
      whether it be the Initial Term, any Renewal Term or any optional or other
      automatic extension of the Initial Term or any Renewal Term pursuant to the
      applicable Schedule.


**“Total
      Cost”** means
      (a)
      as to any Lease, the total amount of Equipment, and related charges, if any,
      stated in and subject to such Schedule, and (b) as to any Financing, the total
      amount of the Financed Items subject to such Financing.


**“Total
      Term”** means,
      as to any Lease, the aggregate term of such Lease, including the Initial Term,
      any Renewal Term and any optional or other automatic extension of the Initial
      Term or any Renewal Term pursuant to the applicable Schedule.


**“UCC”** means
      the Uniform Commercial Code as enacted and in effect in any applicable
      jurisdiction.


**“Unit
      of Equipment”** means,
      as to the Equipment leased pursuant to any Schedule, (a) each individual item
      of
      PC Equipment leased pursuant to such Schedule, and (b) all Equipment taken
      as a
      whole leased pursuant to such Schedule other than PC Equipment.











**Exhibit
      A to Master Agreement**






**COUNTERPART
      NO. _______ OF _______. TO THE EXTENT THAT THIS SCHEDULE CONSTITUTES CHATTEL
      PAPER (AS DEFINED IN THE UCC), NO SECURITY INTEREST IN THIS SCHEDULE MAY BE
      CREATED THROUGH THE TRANSFER OR** **POSSESSION
      OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.**


Master
        Agreement Number __


**MASTER
      LEASE AND FINANCING AGREEMENT SCHEDULE**





Hewlett-Packard
      Financial Services Company 1 (“Lessor”)
      and Secured Digital Storage, LLC (“Lessee”) are parties to the Master Lease and
      Financing Agreement identified by the Master Agreement Number specified above
      (the “Master Agreement”). This Schedule (which shall be identified by the
      Schedule Number specified above) and the Master Agreement together comprise
      a
      separate Lease, a separate Financing or a separate Lease and [a separate]
      Financing, as the case may be, between the parties. The terms and conditions
      of
      the Master Agreement are hereby incorporated by reference into this Schedule.
      All capitalized terms used in this Schedule without definition have the meanings
      ascribed to them in the Master Agreement.




**1.**  **LEASE.**


**A.**  **Description
      of Items of Leased Equipment**     **Total
      Cost**




**B.**  **Initial
      Term** :
      ____
      Months (plus the number of days from and including the Acceptance Date through
      and including the last day of the calendar month or quarter (depending on
      whether Rent is payable monthly or quarterly as specified in Section 3 below)
      in
      which the Acceptance Date occurs).




**2.**  **FINANCING.**


**A.**   **Description
      of Financed Items**       **Total
      Cost**





**B.**  **Term:** ____
      Months (plus the number of days from and including the Acceptance Date through
      and including the last day of the calendar month or quarter (depending on
      whether Rent is payable monthly or quarterly as specified in Section 3 below)
      in
      which the Acceptance Date occurs).





**3.**  **RENT** :


For
      Lease: ____________________


For
      Financing: ________________


Total
      Rent: ___________________





**RENT
      is payable** : ___in
      advance ___in arrears (check one)


___monthly
      ___quarterly (check one)





**DAILY
      RENT** :


For
      Lease: __________________ ( *i.e.* ,
      the
      Rent payment specified above expressed on a per diem basis, assuming a 360
      day
      year and 30 day months)


For
      Financing: _______________ (based on the Financing Rate, and interest
      only)





**For
      Financings, the “Financing Rate” generally equals the rate of interest that
      would cause the present value of the Rent payable over the Term, calculated
      as
      of the First Payment Date and assuming monthly or quarterly (as applicable)
      compounding, to equal the Total Cost of the Financed
      Items.**





Lessee
      shall pay Lessor (a) on the first day of each calendar month or calendar quarter
      (depending on whether Rent is payable monthly or quarterly as specified above)
      if Rent is payable in advance, or (b) on the last day of each calendar month
      or
      calendar quarter (depending on whether Rent is payable monthly or quarterly
      as
      specified above) if Rent is payable in arrears, the Rent payment specified
      above
      for the length of the Initial Term in the case of a Lease and for the length
      of
      the Term in the case of a Financing. The First Payment Date shall be the first
      day (if Rent is payable in advance) or the last day (if Rent is payable in
      arrears) of the month or quarter (as applicable) immediately following the
      month
      or quarter (as applicable) in which the Acceptance Date occurs. In addition,
      on
      the First Payment Date Lessee shall also pay Lessor (a) in the case of Leases
      an
      amount equal to the Daily Rent multiplied by (i) 15 days if Rent is payable
      monthly or (ii) 45 days if Rent is payable quarterly; or (b) in the case of
      Financings an amount equal to the Daily Rent multiplied by the number of days
      from and including the Funding Date up to but excluding the first day of the
      month or quarter (as applicable) in which the First Payment Date occurs.





For
      Financings, all payments of Rent will be deemed to be blended payments of
      principal and interest (which interest will be calculated and payable at the
      Financing Rate), other than (a) Daily Rent, which is interest only, and (b)
      if
      Rent is payable in advance, the first periodic payment of Rent which is
      principal only. All payments of Rent with respect to Financings will be applied
      first to accrued and unpaid interest and next on account of principal, with
      interest on overdue amounts calculated and payable in accordance with the Master
      Agreement.





**4.**  **PRICING
      EXPIRATION DATE** :
      ____________. Lessor's obligation to purchase and lease the Equipment or fund
      and finance the Financed Items is subject to the Acceptance Date being on or
      before the Pricing Expiration Date.





**5.**  **EQUIPMENT
      LOCATION** :





**6.**  **SELLER** :





**7.**  **LESSEE’S
      END-OF-LEASE-TERM OPTIONS.** Lessee
      may choose to exercise one of the following options upon the natural expiration
      of the Initial Term, any Renewal Term (as defined below) and any automatic
      extension of the Initial Term or any Renewal Term provided, however ,
      that
      Lessee must give Lessor written notice of Lessee’s choice (“End-of-Term Notice”)
      not less than ninety (90) days before the expiration of the relevant
      term.


**(a)
      Purchase Option.** Lessee
      may **** elect
      to
      purchase any or all Units of Equipment then subject to this Lease (other than
      items of Software that may not be sold by Lessor under the terms of any
      applicable License Agreement) for an amount equal to the Fair Market Value
      of
      such Units of Equipment as of the end of the Then Applicable Term, provided
      no
      Lessee Default shall have occurred and be continuing. In the event of such
      an
      election, Lessee shall pay such amount to Lessor, in immediately
      available







1
            Authorized
                to do business in the name of Hewlett-Packard Financial Services
                Company
                Inc. in the States of Alabama and New
                York.




funds,
        on
        or before the last day of the Then Applicable Term. If Lessee shall have
        so
        elected to purchase any of the Units of Equipment, shall have so paid the
        applicable purchase price and shall have fulfilled the terms and conditions
        of
        the Master Agreement, then on the last day of the Then Applicable Term (1)
        the
        Lease with respect to such Units of Equipment shall terminate and, except
        as
        provided in Section 26(m) of the Master Agreement, Lessee shall be relieved
        of
        all of its obligations in favor of Lessor with respect to such Units of
        Equipment, and (2) Lessor shall transfer all of its interest in such Units
        of
        Equipment to Lessee “AS IS, WHERE IS,” without any representation, warranty,
        express or implied, from Lessor, other than the absence of any liens or claims
        by or through Lessor. In the event Lessor and Lessee are unable to agree
        on the
        Fair Market Value of any Units of Equipment, Lessor shall, at Lessee's expense,
        select an independent appraiser to conclusively determine such
        amount.


**(b)
      Renewal Option.** Lessee
      may **** elect
      to
      renew the Lease with respect to any or all Units of Equipment then subject
      to
      this Lease (other than items of Software that may not be re-leased by Lessor
      under the terms of any applicable License Agreement) for an amount equal to
      the
      Fair Rental Value of such Units of Equipment as of the end of the Then
      Applicable Term. In the event of such an election, Lessee shall enter into
      a
      mutually agreeable renewal agreement with Lessor (“Renewal Agreement”) on or
      before the last day of the Then Applicable Term confirming the Units of
      Equipment as to which the Lease is to be renewed, the period for which the
      Lease
      is to be renewed (the “Renewal Term”), and the amount of Rent and the times at
      which such Rent is to be payable during the Renewal Term. In the event Lessor
      and Lessee are unable to agree on the Fair Rental Value of any Units of
      Equipment, Lessor shall, at Lessee's expense, select an independent appraiser
      to
      conclusively determine such amount.


**(c)
      Return** .
      Lessee
      may elect to return any or all of the Units of Equipment then subject to this
      Lease in accordance with Section 7 of the Master Agreement.


**(d)
      Automatic Extension.** If
      Lessee fails to deliver to Lessor an End-of-Term Notice the Initial Term or
      Renewal Term shall, without any additional notice or documentation, be
      automatically extended for successive calendar months with respect to all items
      of Equipment then subject to this Lease through the end of the calendar month
      falling at least 90 days after the date Lessee shall have delivered to Lessor
      an
      End-of-Term Notice with respect to this Lease. For each calendar month that
      the
      Then Applicable Term of this Lease is so extended, Lessee shall pay to Lessor
      Rent in an amount equal to the monthly Rent payment in effect immediately prior
      to such extension (or the appropriate pro rata portion of the Rent payment
      then
      in effect in the case of Rent payable other than on a monthly basis), and all
      other provisions of the Master Agreement and this Schedule shall continue to
      apply.


If
      Lessee
      shall have delivered to Lessor an End-of-Term Notice with respect to a Lease,
      but shall have subsequently failed to comply with its obligations arising from
      its elections specified therein, then the Then Applicable Term of this Lease
      shall, without any additional notice or documentation, be automatically extended
      for successive calendar months with respect to all items of Equipment as to
      which Lessee shall have so failed to comply with its obligations through the
      end
      of the calendar month in which Lessee shall have complied with such obligations.
      For each calendar month that the Then Applicable Term of this Lease is so
      extended, Lessee shall pay to Lessor Rent in an amount equal to the monthly
      Rent
      payment in effect immediately prior to such extension (or the appropriate pro
      rata portion of the Rent payment then in effect in the case of Rent payable
      other than on a monthly basis), and all other provisions of the Master Agreement
      and this Schedule shall continue to apply.


Notwithstanding
      any of the provisions of this Section 7 to the contrary, if any Lessee Default
      shall have occurred and be continuing at any time during the last 90 days of
      the
      Then Applicable Term of this Lease, Lessor may cancel any Renewal Term or
      optional or other automatic extension of the Then Applicable Term immediately
      upon written notice to Lessee.





**8.**  **ADJUSTMENTS
      TO SCHEDULE** .
      Lessee
      acknowledges that the Total Cost of Equipment and Financed Items and the related
      Rent payments set forth in this Schedule may be estimates, and if the final
      invoice from the Seller specifies a Total Cost that is more or less than the
      Total Cost set forth in this Schedule, Lessee hereby authorizes Lessor to adjust
      the applicable Total Cost and Rent payment on this Schedule to reflect the
      final
      invoice amount (the “Final Invoice Amount”). However, if the Final Invoice
      Amount exceeds the estimated Total Cost by more than 5%, Lessor will notify
      Lessee and obtain Lessee's prior written approval of the aforementioned
      adjustments. If Lessee fails to so approve any such adjustments within 15 days
      of Lessor’s request, then Lessee shall be deemed to accept such Final Invoice
      Amount.. All references in this Schedule to Total Cost and Rent shall mean
      the
      amounts thereof specified herein, as adjusted pursuant to this Section. Lessee
      also acknowledges that the Equipment and Financed Items described herein may
      differ from the description of the Equipment and Financed Items set forth in
      the
      related Acceptance Certificate executed by Lessee. Lessee hereby authorizes
      Lessor to conform the description of the Equipment and Financed Items set forth
      herein to the description thereof in the related Acceptance Certificate executed
      by Lessee. All references in this Schedule to the Equipment subject to a Lease
      and the Financed Items subject to a Financing shall mean the Equipment and
      Financed Items described herein, as conformed to the related Acceptance
      Certificate pursuant to this Section.





**9.**  **ADVANTAGE
      PROTECTION PLUS:** The
      Advantage Protection Plus Addendum attached to this Schedule as Annex 1 is
      hereby incorporated into and made a part of this Schedule to the same extent
      as
      if fully set forth in this Schedule. The provisions of Sections 10 and 11 of
      the
      Master Agreement as they relate to this Schedule, are hereby amended to the
      extent, and solely to the extent, inconsistent with the terms of the attached
      Annex 1. The Advantage Protection Plus Fee is 0.2% (if your Rent is payable
      monthly) or 0.6% (if your Rent is payable quarterly) of the aggregate Total
      Cost
      of the Equipment and Financed Items set forth in this Schedule, payable monthly
      or quarterly, as the case may be.





**10.**  ADDITIONAL
      PROVISIONS: LESSOR
      AGREES TO LEASE TO LESSEE AND LESSEE AGREES TO LEASE FROM LESSOR THE EQUIPMENT
      DESCRIBED IN SECTION 1.A ABOVE, IF ANY, AND LESSOR AND LESSEE AGREE TO ENTER
      INTO A FINANCING OF THE FINANCED ITEMS DESCRIBED IN SECTION 2.A ABOVE, IF ANY.
      SUCH LEASE AND/OR FINANCING WILL BE GOVERNED BY THE MASTER AGREEMENT AND THIS
      SCHEDULE, INCLUDING THE IMPORTANT ADDITIONAL TERMS AND CONDITIONS SET FORTH
      ABOVE. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS SCHEDULE AND
      THE
      MASTER AGREEMENT, THE TERMS OF THIS SCHEDULE SHALL GOVERN.





**LESSEE:**
              **SECURED
                DIGITAL STORAGE, LLC**
            **LESSOR**:
              **HEWLETT-PACKARD
                FINANCIAL SERVICES COMPANY****2**By:____________________________________
            By:_____________________________________Name:__________________________________
              Title:___________________________________
            Name:___________________________________
              Title:____________________________________Date:
                __________________________________
            Date:
                ___________________________________







**Exhibit
        B to Master Agreement**


**MASTER
        LEASE AND FINANCING AGREEMENT**


**ACCEPTANCE
      CERTIFICATE**





Hewlett-Packard
      Financial Services Company 1 (“Lessor”)
      and Secured Digital Storage, LLC (“Lessee”) are parties to the Master Lease and
      Financing Agreement (the “Master Agreement”) and the Schedule under such Master
      Agreement (the “Schedule”) identified by the Master Agreement Number and
      Schedule Number, respectively, specified above. The Master Agreement and
      Schedule together comprise a separate Lease, a separate Financing, or a separate
      Lease and a separate Financing, as the case may be, that is being accepted
      and
      commenced pursuant to this Acceptance Certificate. All capitalized terms used
      in
      this Acceptance Certificate without definition have the meanings ascribed to
      them in the Master Agreement.





**1.
      LEASE ACCEPTANCE.** Lessee
      hereby acknowledges that the Equipment described in Section 1 of the Schedule,
      if any, or if different, the Equipment described in the attached invoice or
      other attachment hereto, in either case having an aggregate Total Cost of
      $_________, has been delivered to the Equipment Location specified below,
      inspected by Lessee and found to be in good operating order and condition,
      and
      has been unconditionally and irrevocably accepted by Lessee under the Lease
      evidenced by the Master Agreement and the Schedule as of the Acceptance Date
      set
      forth below.





**2.
      FINANCING ACCEPTANCE.** Lessee
      hereby acknowledges that the Financed Items described in Section 2 of the
      Schedule, if any, or if different, the Financed Items described in the attached
      invoice or other attachment hereto, in either case having an aggregate Total
      Cost of $__________, have been received or incurred by Lessee and have been
      unconditionally and irrevocably accepted by Lessee under the Financing evidenced
      by the Master Agreement and the Schedule, as of the Acceptance Date set forth
      below.





**3.
      LESSEE ACKNOWLEDGEMENTS.** Lessee
      hereby agrees to faithfully perform all of its obligations under the Master
      Agreement and the Schedule and reaffirms, as of the date hereof, its
      representations, warranties and covenants as set forth in the Master Agreement,
      including, without limitation, the representations and covenants set forth
      in
      clauses (i) through (m) in Section 17 of the Master Agreement. Lessee hereby
      acknowledges its agreement to pay Lessor Rent payments, as set forth in the
      Schedule, plus any applicable taxes, together with all other costs, expenses
      and
      charges whatsoever which Lessee is required to pay pursuant to the Master
      Agreement and the Schedule, in each instance at the times and in the manner
      set
      forth in the Master Agreement and the Schedule, respectively.





**4.**  **EQUIPMENT
      LOCATION.** The
      Equipment has been installed and is located at the following Equipment
      Location:












**SECURED
      DIGITAL STORAGE, LLC**






BY:_____________________________




________________________________


N ame
      and
      Title




**Acceptance
      Date** :___________________











1
            Authorized
                to do business in the name of Hewlett-Packard Financial Services
                Company
                Inc. in the States of Alabama and New
                York.




**Master
          Agreement Number: 105291**
 **Schedule
          Number: 10529100001**
  **MASTER
          LEASE AND FINANCING AGREEMENT**
 **ACCEPTANCE
          CERTIFICATE**
  Hewlett-Packard
          Financial Services Company' ("Lessor") **and
          Secured Digital Storage,** LLC
          ("Lessee") are parties to the Master Lease and Financing Agreement (the
          "Master
          Agreement") and the Schedule under such Master Agreement (the "Schedule")
          identified by the Master Agreement Number and Schedule Number, respectively,
          specified above. The Master Agreement and Schedule together comprise a
          separate
          Lease, a separate Financing, or a separate Lease and a separate Financing,
          as
          the case may be, that is being accepted and commenced pursuant to this
          Acceptance Certificate. All capitalized terms used in this Acceptance
          Certificate without definition have the meanings ascribed to them in the
          Master
          Agreement.
  **1.
          LEASE ACCEPTANCE**. Lessee hereby acknowledges that the Equipment
          described in Section 1 of the Schedule, if any, or if different, the Equipment
          described in the attached invoice or other attachment hereto, in either
          case
          having an aggregate Total Cost of $149,561.10, has been delivered to the
          Equipment Location specified below, inspected by Lessee and found to be
          in good
          operating order and condition, and has been unconditionally and irrevocably
          accepted by Lessee under the Lease evidenced by the Master Agreement and
          the
          Schedule as of the Acceptance Date set forth below.
  **2.
          FINANCING ACCEPTANCE.** Lessee hereby acknowledges that the Financed
          Items described in Section 2 of the Schedule, if any, or if different,
          the
          Financed Items described in the attached invoice or other attachment hereto,
          in
          either case having an aggregate Total Cost of $0.00, have been received
          or
          incurred by Lessee and have been unconditionally and irrevocably accepted
          by
          Lessee under the Financing evidenced by the Master Agreement and the Schedule,
          as of the Acceptance Date set forth below.
  **3.
          LESSEE ACKNOWLEDGEMENTS**. Lessee hereby agrees to faithfully perform all
          of its obligations under the Master Agreement and the Schedule and reaffirms,
          as
          of the date hereof, its representations, warranties and covenants as set
          forth
          in the Master Agreement, including, without limitation, the representations
          and
          covenants set forth in clauses (i) through (m) in Section 17 of the Master
          Agreement. Lessee hereby acknowledges its agreement to pay Lessor Rent
          payments,
          as set forth in the Schedule, plus any applicable taxes, together with
          all other
          costs, expenses and charges whatsoever which Lessee is required to pay
          pursuant
          to the Master Agreement and the Schedule, in each instance at the times
          and in
          the manner set forth in the Master Agreement and the Schedule,
          respectively.
  **4.
          EQUIPMENT LOCATION**. The Equipment has been installed and is located at
          the following Equipment Location:
  **Secured
          Digital Storage, LLC,1331 East Business Center Drive, Mount Prospect, IL,
          60056**
  **Secured
                          Digital Storage, LLC****BY:**
                          /s/ Derry BehmDerry
                          Behm**Name
                          and Title****Acceptance
                          Date**: 12/31/07
 
 1
                  Authorized
                      to do business in the name of Hewlett-Packard Financial Services
                      Company
                      Inc. in the States of Alabama and New
                      York.





**COUNTERPART
        NO. _______ OF _______. TO THE EXTENT THAT THIS SCHEDULE CONSTITUTES CHATTEL
        PAPER (AS DEFINED IN THE UCC), NO SECURITY INTEREST IN THIS SCHEDULE MAY
        BE
        CREATED THROUGH THE TRANSFER OR** **POSSESSION
        OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.**
 Master
          Agreement Number _
 
 **MASTER
        LEASE AND FINANCING AGREEMENT SCHEDULE**
 
 Hewlett-Packard
        Financial Services Company 1 (“Lessor”)
        and **Secured
        Digital Storage, LLC** (“Lessee”) are parties to the Master Lease and Financing Agreement identified by
        the Master Agreement Number specified above (the “Master Agreement”). This
        Schedule (which shall be identified by the Schedule Number specified above)
        and
        the Master Agreement together comprise a separate Lease, a separate Financing
        or
        a separate Lease and [a separate] Financing, as the case may be, between
        the
        parties. The terms and conditions of the Master Agreement are hereby
        incorporated by reference into this Schedule. All capitalized terms used
        in this
        Schedule without definition have the meanings ascribed to them in the Master
        Agreement.
  **1.**  **LEASE.**
 **A.**  **Description
        of Items of Leased Equipment**     **Total
        Cost**
 **SEE
        ATTACHED EXHIBIT
        A                                        
$149,561.10**
  **B.**  **Initial
        Term** :
        _ 36 __
        Months
        (plus the number of days from and including the Acceptance Date through and
        including the last day of the calendar month or quarter (depending on whether
        Rent is payable monthly or quarterly as specified in Section 3 below) in
        which
        the Acceptance Date occurs).
  **2.**  **FINANCING.**
 **A.**   **Description
        of Financed
        Items** **Total
        Cost**
 **N/A**
 
 **B.**  **Term:** _ N/A _
        Months
        (plus the number of days from and including the Acceptance Date through and
        including the last day of the calendar month or quarter (depending on whether
        Rent is payable monthly or quarterly as specified in Section 3 below) in
        which
        the Acceptance Date occurs).
 
 **3.**  **RENT** :
 **For
        Lease: $** **4,175.75**
 **For
        Financing:** **$0.00**
 **Total
        Rent:** **$4,175.75**
 
 **RENT
        is payable** : X in
        advance ___in arrears (check one)
 Xmonthly
        ___quarterly (check one)
 
 **DAILY
        RENT** :
 For
        Lease: N/A ( *i.e.* ,
        the
        Rent payment specified above expressed on a per diem basis, assuming a 360
        day
        year and 30 day months)
 For
        Financing: N/A (based
        on the Financing Rate, and interest only)
 
 **For
        Financings, the “Financing Rate” generally equals the rate of interest that
        would cause the present value of the Rent payable over the Term, calculated
        as
        of the First Payment Date and assuming monthly or quarterly (as applicable)
        compounding, to equal the Total Cost of the Financed
        Items.**
 
 Lessee
        shall pay Lessor (a) on the first day of each calendar month or calendar
        quarter
        (depending on whether Rent is payable monthly or quarterly as specified above)
        if Rent is payable in advance, or (b) on the last day of each calendar month
        or
        calendar quarter (depending on whether Rent is payable monthly or quarterly
        as
        specified above) if Rent is payable in arrears, the Rent payment specified
        above
        for the length of the Initial Term in the case of a Lease and for the length
        of
        the Term in the case of a Financing.
 
 For
        Financings, all payments of Rent will be deemed to be blended payments of
        principal and interest (which interest will be calculated and payable at
        the
        Financing Rate), other than (a) Daily Rent, which is interest only, and (b)
        if
        Rent is payable in advance, the first periodic payment of Rent which is
        principal only. All payments of Rent with respect to Financings will be applied
        first to accrued and unpaid interest and next on account of principal, with
        interest on overdue amounts calculated and payable in accordance with the
        Master
        Agreement.
 
 **4.**  **PRICING
        EXPIRATION DATE** : **03/01/2008** .
        Lessor's obligation to purchase and lease the Equipment or fund and finance
        the
        Financed Items is subject to the Acceptance Date being on or before the Pricing
        Expiration Date.
 
 **5.**  **EQUIPMENT
        LOCATION** : **1331
        E. Commerce Drive, Mt. Prospect, IL 60056**
  **6.**  **SELLER** : **Forsythe**
    
 1
              Authorized
                  to do business in the name of Hewlett-Packard Financial Services
                  Company
                  Inc. in the States of Alabama and New
                  York.
  
 **7.**  **LESSEE’S
        END-OF-LEASE-TERM OPTIONS.** Lessee
        may choose to exercise one of the following options upon the natural expiration
        of the Initial Term, any Renewal Term (as defined below) and any automatic
        extension of the Initial Term or any Renewal Term provided, however ,
        that
        Lessee must give Lessor written notice of Lessee’s choice (“End-of-Term Notice”)
        not less than ninety (90) days before the expiration of the relevant
        term.
  **(a)
        Purchase Option.** Lessee
        may **** elect
        to
        purchase any or all Units of Equipment then subject to this Lease (other
        than
        items of Software that may not be sold by Lessor under the terms of any
        applicable License Agreement) for an amount equal to the Fair Market Value
        of
        such Units of Equipment as of the end of the Then Applicable Term, provided
        no
        Lessee Default shall have occurred and be continuing. In the event of such
        an
        election, Lessee shall pay such amount to Lessor, in immediately available
        funds, on or before the last day of the Then Applicable Term. If Lessee shall
        have so elected to purchase any of the Units of Equipment, shall have so
        paid
        the applicable purchase price and shall have fulfilled the terms and conditions
        of the Master Agreement, then on the last day of the Then Applicable Term
        (1)
        the Lease with respect to such Units of Equipment shall terminate and, except
        as
        provided in Section 26(m) of the Master Agreement, Lessee shall be relieved
        of
        all of its obligations in favor of Lessor with respect to such Units of
        Equipment, and (2) Lessor shall transfer all of its interest in such Units
        of
        Equipment to Lessee “AS IS, WHERE IS,” without any representation, warranty,
        express or implied, from Lessor, other than the absence of any liens or claims
        by or through Lessor. In the event Lessor and Lessee are unable to agree
        on the
        Fair Market Value of any Units of Equipment, Lessor shall, at Lessee's expense,
        select an independent appraiser to conclusively determine such
        amount.
 **(b)
        Renewal Option.** Lessee
        may **** elect
        to
        renew the Lease with respect to any or all Units of Equipment then subject
        to
        this Lease (other than items of Software that may not be re-leased by Lessor
        under the terms of any applicable License Agreement) for an amount equal
        to the
        Fair Rental Value of such Units of Equipment as of the end of the Then
        Applicable Term. In the event of such an election, Lessee shall enter into
        a
        mutually agreeable renewal agreement with Lessor (“Renewal Agreement”) on or
        before the last day of the Then Applicable Term confirming the Units of
        Equipment as to which the Lease is to be renewed, the period for which the
        Lease
        is to be renewed (the “Renewal Term”), and the amount of Rent and the times at
        which such Rent is to be payable during the Renewal Term. In the event Lessor
        and Lessee are unable to agree on the Fair Rental Value of any Units of
        Equipment, Lessor shall, at Lessee's expense, select an independent appraiser
        to
        conclusively determine such amount.
 **(c)
        Return** .
        Lessee
        may elect to return any or all of the Units of Equipment then subject to
        this
        Lease in accordance with Section 7 of the Master Agreement.
 **(d)
        Automatic Extension.** If
        Lessee fails to deliver to Lessor an End-of-Term Notice the Initial Term
        or
        Renewal Term shall, without any additional notice or documentation, be
        automatically extended for successive calendar months with respect to all
        items
        of Equipment then subject to this Lease through the end of the calendar month
        falling at least 90 days after the date Lessee shall have delivered to Lessor
        an
        End-of-Term Notice with respect to this Lease. For each calendar month that
        the
        Then Applicable Term of this Lease is so extended, Lessee shall pay to Lessor
        Rent in an amount equal to the monthly Rent payment in effect immediately
        prior
        to such extension (or the appropriate pro rata portion of the Rent payment
        then
        in effect in the case of Rent payable other than on a monthly basis), and
        all
        other provisions of the Master Agreement and this Schedule shall continue
        to
        apply.
 If
        Lessee
        shall have delivered to Lessor an End-of-Term Notice with respect to a Lease,
        but shall have subsequently failed to comply with its obligations arising
        from
        its elections specified therein, then the Then Applicable Term of this Lease
        shall, without any additional notice or documentation, be automatically extended
        for successive calendar months with respect to all items of Equipment as
        to
        which Lessee shall have so failed to comply with its obligations through
        the end
        of the calendar month in which Lessee shall have complied with such obligations.
        For each calendar month that the Then Applicable Term of this Lease is so
        extended, Lessee shall pay to Lessor Rent in an amount equal to the monthly
        Rent
        payment in effect immediately prior to such extension (or the appropriate
        pro
        rata portion of the Rent payment then in effect in the case of Rent payable
        other than on a monthly basis), and all other provisions of the Master Agreement
        and this Schedule shall continue to apply.
 Notwithstanding
        any of the provisions of this Section 7 to the contrary, if any Lessee Default
        shall have occurred and be continuing at any time during the last 90 days
        of the
        Then Applicable Term of this Lease, Lessor may cancel any Renewal Term or
        optional or other automatic extension of the Then Applicable Term immediately
        upon written notice to Lessee.
 
 **8.**  **ADJUSTMENTS
        TO SCHEDULE** .
        Lessee
        acknowledges that the Total Cost of Equipment and Financed Items and the
        related
        Rent payments set forth in this Schedule may be estimates, and if the final
        invoice from the Seller specifies a Total Cost that is more or less than
        the
        Total Cost set forth in this Schedule, Lessee hereby authorizes Lessor to
        adjust
        the applicable Total Cost and Rent payment on this Schedule to reflect the
        final
        invoice amount (the “Final Invoice Amount”). However, if the Final Invoice
        Amount exceeds the estimated Total Cost by more than 5%, Lessor will notify
        Lessee and obtain Lessee's prior written approval of the aforementioned
        adjustments. If Lessee fails to so approve any such adjustments within 15
        days
        of Lessor’s request, then this Schedule shall terminate without penalty to
        either Lessor or Lessee and Lessee shall be solely responsible to the Supplier
        for all obligations arising under the applicable Purchase Documents, including,
        without limitation, the obligation to purchase Equipment and pay Financed
        Items.
        All references in this Schedule to Total Cost and Rent shall mean the amounts
        thereof specified herein, as adjusted pursuant to this Section. Lessee also
        acknowledges that the Equipment and Financed Items described herein may differ
        from the description of the Equipment and Financed Items set forth in the
        related Acceptance Certificate executed by Lessee. Lessee hereby authorizes
        Lessor to conform the description of the Equipment and Financed Items set
        forth
        herein to the description thereof in the related Acceptance Certificate executed
        by Lessee. All references in this Schedule to the Equipment subject to a
        Lease
        and the Financed Items subject to a Financing shall mean the Equipment and
        Financed Items described herein, as conformed to the related Acceptance
        Certificate pursuant to this Section.
 
 **9.**
              **ADDITIONAL
                  PROVISIONS**:
                  N/A
   
 LESSOR
        AGREES TO LEASE TO LESSEE AND LESSEE AGREES TO LEASE FROM LESSOR THE EQUIPMENT
        DESCRIBED IN SECTION 1.A ABOVE, IF ANY, AND LESSOR AND LESSEE AGREE TO ENTER
        INTO A FINANCING OF THE FINANCED ITEMS DESCRIBED IN SECTION 2.A ABOVE, IF
        ANY.
        SUCH LEASE AND/OR FINANCING WILL BE GOVERNED BY THE MASTER AGREEMENT AND
        THIS
        SCHEDULE, INCLUDING THE IMPORTANT ADDITIONAL TERMS AND CONDITIONS SET FORTH
        ABOVE. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS SCHEDULE AND
        THE
        MASTER AGREEMENT, THE TERMS OF THIS SCHEDULE SHALL GOVERN.
 
 **LESSEE:**
                **Secured
                  Digital Storage, LLC**
              **LESSOR**:
                **HEWLETT-PACKARD
                  FINANCIAL SERVICES COMPANY****2**By: 
                  /s/ Derry Behm
              By: 
                  /s/ Cora CorleyName:
                  Derry Behm
                Title:  
                  VP - Finance
              Name: 
                  Cora Corley
                Title:   
                  Customer Delivery SpecialistDate: 
                  December 12, 2007
              Date: 
                  January 16, 2008
   
 2
              Authorized
                  to do business in the name of Hewlett-Packard Financial Services
                  Company
                  Inc. in the States of Alabama and New
                  York.
  
  **Master
          Agreement Number: 105291**
 **Schedule
          Number: 10529100004**
  **MASTER
            LEASE AND FINANCING AGREEMENT**
 **ACCEPTANCE
            CERTIFICATE**
  Hewlett-Packard
            Financial Services Company 1 (“Lessor”)
            and **Secured
            Digital Storage, LLC** (“Lessee”)
            are parties to the Master
            Lease and Financing Agreement (the “Master Agreement”) and the Schedule under
            such Master Agreement (the “Schedule”) identified
            by the Master Agreement Number and Schedule Number, respectively, specified
            above. The Master Agreement and Schedule
            together comprise a separate Lease, a separate Financing, or a separate
            Lease
            and a separate Financing, as the case may be, that
            is
            being accepted and commenced pursuant to this Acceptance Certificate.
            All
            capitalized terms used in this Acceptance Certificate
            without definition have the meanings ascribed to them in the Master
            Agreement.
  **1.
            LEASE ACCEPTANCE.** Lessee
            hereby acknowledges that the Equipment described in Section 1 of the
            Schedule,
            if any,
            or
            if different, the Equipment described in the attached invoice or other
            attachment hereto, in either case having an aggregate Total
            Cost of **$27,993.46** has
            been
            delivered to the Equipment Location specified below, inspected by Lessee
            and
            found to be in good operating
            order and condition, and has been unconditionally and irrevocably accepted
            by
            Lessee under the Lease evidenced by the Master
            Agreement and the Schedule as of the Acceptance Date set forth below.
  **2.
            FINANCING ACCEPTANCE.** Lessee
            hereby acknowledges that the Financed Items described in Section 2 of
            the Schedule,
            if any, or if different, the Financed Items described in t he attached
            invoice
            or other attachment hereto, in either case having an
            aggregate Total Cost of **$28,657.66** ,
            have
            been received or incurred by Lessee and have been unconditionally and
            irrevocably accepted
            by Lessee under the Financing evidenced by the Master Agreement and the
            Schedule, as of the Acceptance Date set forth below.
  **3.
            LESSEE ACKNOWLEDGEMENTS.** Lessee
            hereby agrees to faithfully perform all of its obligations under the Master
            Agreement and the Schedule and reaffirms, as of the date hereof, its
            representations, warranties and covenants as set forth in the
            Master Agreement, including, without limitation, the representations
            and
            covenants set forth in clauses (i) through (m) in Section 17
            of the
            Master Agreement. Lessee hereby acknowledges its agreement to pay Lessor
            Rent
            payments, as set forth in the Schedule, plus
            any
            applicable taxes, together with all other costs, expenses and charges
            whatsoever
            which Lessee is required to pay pursuant to the
            Master Agreement and the Schedule, in each instance at the times and
            in the
            manner set forth in the Master Agreement and the Schedule,
            respectively.
  **4.
            EQUIPMENT LOCATION.** The
            Equipment has been installed and is located at the following Equipment
            Location:
  **Secured
            Digital Storage, LLC, 1331 East Business Center Drive, Mount Prospect,
            IL 60056**
  **Secured
            Digital Storage, LLC**
   **BY:**/s/ Derry
            Behm
  ****Derry
            Behm
 **Name
            and Title**
  **Acceptance
            Date:**12/31/07
    
 1
                  Authorized
                      to do business in the name of Hewlett-Packard Financial Services
                      Company
                      Inc. in the States of Alabama and NewYork.
  
  **Master
          Agreement Number: 105291**
 **Schedule
          Number: 10529100002**
  **MASTER
          LEASE AND FINANCING AGREEMENT**
 **ACCEPTANCE
          CERTIFICATE**
  Hewlett-Packard
          Financial Services Company' ("Lessor") **and
          Secured Digital Storage,** LLC
          ("Lessee") are parties to the Master Lease and Financing Agreement (the
          "Master
          Agreement") and the Schedule under such Master Agreement (the "Schedule")
          identified by the Master Agreement Number and Schedule Number, respectively,
          specified above. The Master Agreement and Schedule together comprise a
          separate
          Lease, a separate Financing, or a separate Lease and a separate Financing,
          as
          the case may be, that is being accepted and commenced pursuant to this
          Acceptance Certificate. All capitalized terms used in this Acceptance
          Certificate without definition have the meanings ascribed to them in the
          Master
          Agreement.
  **1.
          LEASE ACCEPTANCE**. Lessee hereby acknowledges that the Equipment
          described in Section 1 of the Schedule, if any, or if different, the Equipment
          described in the attached invoice or other attachment hereto, in either
          case
          having an aggregate Total Cost of $745,450.23, has been delivered to the
          Equipment Location specified below, inspected by Lessee and found to be
          in good
          operating order and condition, and has been unconditionally and irrevocably
          accepted by Lessee under the Lease evidenced by the Master Agreement and
          the
          Schedule as of the Acceptance Date set forth below.
  **2.
          FINANCING ACCE**PTANCE. Lessee hereby acknowledges that the Financed
          Items described in Section 2 of the Schedule, if any, or if different,
          the
          Financed Items described in the attached invoice or other attachment hereto,
          in
          either case having an aggregate Total Cost of $468,622.30, have been received
          or
          incurred by Lessee and have been unconditionally and irrevocably accepted
          by
          Lessee under the Financing evidenced by the Master Agreement and the Schedule,
          as of the Acceptance Date set forth below.
  **3.
          LESSEE ACKNOWLEDGEMENTS**. Lessee hereby agrees to faithfully perform all
          of its obligations under the Master Agreement and the Schedule and reaffirms,
          as
          of the date hereof, its representations, warranties and covenants as set
          forth
          in the Master Agreement, including, without limitation, the representations
          and
          covenants set forth in clauses (i) through (m) in Section 17 of the Master
          Agreement. Lessee hereby acknowledges its agreement to pay Lessor Rent
          payments,
          as set forth in the Schedule, plus any applicable taxes, together with
          all other
          costs, expenses and charges whatsoever which Lessee is required to pay
          pursuant
          to the Master Agreement and the Schedule, in each instance at the times
          and in
          the manner set forth in the Master Agreement and the Schedule,
          respectively.
  **4.
          EQUIPMENT LOCATION.** The Equipment has been installed and is located at
          the following Equipment Location:
  **Secured
          Digital Storage, LLC,1331 East Business Center Drive, Mount Prospect, IL,
          60056**
 **Secured
                      Digital Storage, LLC****BY:**
                      /s/ Derry BehmDerry
                      Behm**Name
                      and Title****Acceptance
                      Date**: 12/31/07
 1
                  Authorized
                      to do business in the name of Hewlett-Packard Financial Services
                      Company
                      Inc. in the States of Alabama and New York.
  **COUNTERPART
        NO. _______ OF _______. TO THE EXTENT THAT THIS SCHEDULE CONSTITUTES CHATTEL
        PAPER (AS DEFINED IN THE UCC), NO SECURITY INTEREST IN THIS SCHEDULE MAY
        BE
        CREATED THROUGH THE TRANSFER OR** **POSSESSION
        OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.**
 **Master
          Agreement Number _**
 
 **MASTER
        LEASE AND FINANCING AGREEMENT SCHEDULE**
 
 Hewlett-Packard
        Financial Services Company 1 (“Lessor”)
        and **Secured
        Digital Storage, LLC** (“Lessee”) are parties to the Master Lease and Financing Agreement identified by
        the Master Agreement Number specified above (the “Master Agreement”). This
        Schedule (which shall be identified by the Schedule Number specified above)
        and
        the Master Agreement together comprise a separate Lease, a separate Financing
        or
        a separate Lease and [a separate] Financing, as the case may be, between
        the
        parties. The terms and conditions of the Master Agreement are hereby
        incorporated by reference into this Schedule. All capitalized terms used
        in this
        Schedule without definition have the meanings ascribed to them in the Master
        Agreement.
  **1.**  **LEASE.**
 **A.**  **Description
        of Items of Leased Equipment**     **Total
        Cost**
 **See
        Attached Exhibit
        A                                                  
$745,450.23**
 
  **B.**  **Initial
        Term** : **36** Months
        (plus the number of days from and including the Acceptance Date through and
        including the last day of the calendar month or quarter (depending on whether
        Rent is payable monthly or quarterly as specified in Section 3 below) in
        which
        the Acceptance Date occurs).
  **2.**  **FINANCING.**
 **A.**   **Description
        of Financed Items**       **Total
        Cost**
 **See
        Attached Exhibit
        A                                                        
$468,622.32**
 
 
 **B.**  **Term:**  **36** Months
        (plus the number of days from and including the Acceptance Date through and
        including the last day of the calendar month or quarter (depending on whether
        Rent is payable monthly or quarterly as specified in Section 3 below) in
        which
        the Acceptance Date occurs).
 
 **3.**  **RENT** :
 **For
        Lease: $** **20,894.97**
 **For
        Financing:** **$13,346.46**
 **Total
        Rent:** **$34,241.43**
 
 **RENT
        is payable** : X in
        advance ___in arrears (check one)
 X monthly
        ___quarterly (check one)
 
 
 **DAILY
        RENT** :
 For
        Lease: _ $0.00 _
        ( *i.e.* ,
        the
        Rent payment specified above expressed on a per diem basis, assuming a 360
        day
        year and 30 day months)
 For
        Financing: $0.00 (based
        on the Financing Rate, and interest only)
 
 **For
        Financings, the “Financing Rate” generally equals the rate of interest that
        would cause the present value of the Rent payable over the Term, calculated
        as
        of the First Payment Date and assuming monthly or quarterly (as applicable)
        compounding, to equal the Total Cost of the Financed
        Items.**
 
 Lessee
        shall pay Lessor (a) on the first day of each calendar month or calendar
        quarter
        (depending on whether Rent is payable monthly or quarterly as specified above)
        if Rent is payable in advance, or (b) on the last day of each calendar month
        or
        calendar quarter (depending on whether Rent is payable monthly or quarterly
        as
        specified above) if Rent is payable in arrears, the Rent payment specified
        above
        for the length of the Initial Term in the case of a Lease and for the length
        of
        the Term in the case of a Financing. The First Payment Date shall be the
        first
        day (if Rent is payable in advance) or the last day (if Rent is payable in
        arrears) of the month or quarter (as applicable) immediately following the
        month
        or quarter (as applicable) in which the Acceptance Date occurs.
 
 For
        Financings, all payments of Rent will be deemed to be blended payments of
        principal and interest (which interest will be calculated and payable at
        the
        Financing Rate), other than (a) Daily Rent, which is interest only, and (b)
        if
        Rent is payable in advance, the first periodic payment of Rent which is
        principal only. All payments of Rent with respect to Financings will be applied
        first to accrued and unpaid interest and next on account of principal, with
        interest on overdue amounts calculated and payable in accordance with the
        Master
        Agreement.
 
 **4.**  **PRICING
        EXPIRATION DATE** : **01/31/2008** .
        Lessor's obligation to purchase and lease the Equipment or fund and finance
        the
        Financed Items is subject to the Acceptance Date being on or before the Pricing
        Expiration Date.
 
 
 **5.**  **EQUIPMENT
        LOCATION** : **Secured
        Digital Storage, LLC, 1331 East Business Center Drive, Mount Prospect, IL
        60056**









1
            Authorized
                to do business in the name of Hewlett-Packard Financial Services
                Company
                Inc. in the States of Alabama and New
                York.


**6.**  **SELLER:** **Netdirect
        Systems**
  **7.**  **LESSEE’S
        END-OF-LEASE-TERM OPTIONS.** Lessee
        may choose to exercise one of the following options upon the natural expiration
        of the Initial Term, any Renewal Term (as defined below) and any automatic
        extension of the Initial Term or any Renewal Term provided, however ,
        that
        Lessee must give Lessor written notice of Lessee’s choice (“End-of-Term Notice”)
        not less than ninety (90) days before the expiration of the relevant
        term.
 **(a)
        Purchase Option.** Lessee
        may **** elect
        to
        purchase any or all Units of Equipment then subject to this Lease (other
        than
        items of Software that may not be sold by Lessor under the terms of any
        applicable License Agreement) for an amount equal to the Fair Market Value
        of
        such Units of Equipment as of the end of the Then Applicable Term, provided
        no
        Lessee Default shall have occurred and be continuing. In the event of such
        an
        election, Lessee shall pay such amount to Lessor, in immediately available
        funds, on or before the last day of the Then Applicable Term. If Lessee shall
        have so elected to purchase any of the Units of Equipment, shall have so
        paid
        the applicable purchase price and shall have fulfilled the terms and conditions
        of the Master Agreement, then on the last day of the Then Applicable Term
        (1)
        the Lease with respect to such Units of Equipment shall terminate and, except
        as
        provided in Section 26(m) of the Master Agreement, Lessee shall be relieved
        of
        all of its obligations in favor of Lessor with respect to such Units of
        Equipment, and (2) Lessor shall transfer all of its interest in such Units
        of
        Equipment to Lessee “AS IS, WHERE IS,” without any representation, warranty,
        express or implied, from Lessor, other than the absence of any liens or claims
        by or through Lessor. In the event Lessor and Lessee are unable to agree
        on the
        Fair Market Value of any Units of Equipment, Lessor shall, at Lessee's expense,
        select an independent appraiser to conclusively determine such
        amount.
 **(b)
        Renewal Option.** Lessee
        may **** elect
        to
        renew the Lease with respect to any or all Units of Equipment then subject
        to
        this Lease (other than items of Software that may not be re-leased by Lessor
        under the terms of any applicable License Agreement) for an amount equal
        to the
        Fair Rental Value of such Units of Equipment as of the end of the Then
        Applicable Term. In the event of such an election, Lessee shall enter into
        a
        mutually agreeable renewal agreement with Lessor (“Renewal Agreement”) on or
        before the last day of the Then Applicable Term confirming the Units of
        Equipment as to which the Lease is to be renewed, the period for which the
        Lease
        is to be renewed (the “Renewal Term”), and the amount of Rent and the times at
        which such Rent is to be payable during the Renewal Term. In the event Lessor
        and Lessee are unable to agree on the Fair Rental Value of any Units of
        Equipment, Lessor shall, at Lessee's expense, select an independent appraiser
        to
        conclusively determine such amount.
 **(c)
        Return** .
        Lessee
        may elect to return any or all of the Units of Equipment then subject to
        this
        Lease in accordance with Section 7 of the Master Agreement.
 **(d)
        Automatic Extension.** If
        Lessee fails to deliver to Lessor an End-of-Term Notice the Initial Term
        or
        Renewal Term shall, without any additional notice or documentation, be
        automatically extended for successive calendar months with respect to all
        items
        of Equipment then subject to this Lease through the end of the calendar month
        falling at least 90 days after the date Lessee shall have delivered to Lessor
        an
        End-of-Term Notice with respect to this Lease. For each calendar month that
        the
        Then Applicable Term of this Lease is so extended, Lessee shall pay to Lessor
        Rent in an amount equal to the monthly Rent payment in effect immediately
        prior
        to such extension (or the appropriate pro rata portion of the Rent payment
        then
        in effect in the case of Rent payable other than on a monthly basis), and
        all
        other provisions of the Master Agreement and this Schedule shall continue
        to
        apply.
 If
        Lessee
        shall have delivered to Lessor an End-of-Term Notice with respect to a Lease,
        but shall have subsequently failed to comply with its obligations arising
        from
        its elections specified therein, then the Then Applicable Term of this Lease
        shall, without any additional notice or documentation, be automatically extended
        for successive calendar months with respect to all items of Equipment as
        to
        which Lessee shall have so failed to comply with its obligations through
        the end
        of the calendar month in which Lessee shall have complied with such obligations.
        For each calendar month that the Then Applicable Term of this Lease is so
        extended, Lessee shall pay to Lessor Rent in an amount equal to the monthly
        Rent
        payment in effect immediately prior to such extension (or the appropriate
        pro
        rata portion of the Rent payment then in effect in the case of Rent payable
        other than on a monthly basis), and all other provisions of the Master Agreement
        and this Schedule shall continue to apply.
 Notwithstanding
        any of the provisions of this Section 7 to the contrary, if any Lessee Default
        shall have occurred and be continuing at any time during the last 90 days
        of the
        Then Applicable Term of this Lease, Lessor may cancel any Renewal Term or
        optional or other automatic extension of the Then Applicable Term immediately
        upon written notice to Lessee.
 
 **8.**  **ADJUSTMENTS
        TO SCHEDULE** .
        Lessee
        acknowledges that the Total Cost of Equipment and Financed Items and the
        related
        Rent payments set forth in this Schedule may be estimates, and if the final
        invoice from the Seller specifies a Total Cost that is more or less than
        the
        Total Cost set forth in this Schedule, Lessee hereby authorizes Lessor to
        adjust
        the applicable Total Cost and Rent payment on this Schedule to reflect the
        final
        invoice amount (the “Final Invoice Amount”). However, if the Final Invoice
        Amount exceeds the estimated Total Cost by more than 5%, Lessor will notify
        Lessee and obtain Lessee's prior written approval of the aforementioned
        adjustments. If Lessee fails to so approve any such adjustments within 15
        days
        of Lessor’s request, then this Schedule shall terminate without penalty to
        either Lessor or Lessee and Lessee shall be solely responsible to the Supplier
        for all obligations arising under the applicable Purchase Documents, including,
        without limitation, the obligation to purchase Equipment and pay Financed
        Items.
        All references in this Schedule to Total Cost and Rent shall mean the amounts
        thereof specified herein, as adjusted pursuant to this Section. Lessee also
        acknowledges that the Equipment and Financed Items described herein may differ
        from the description of the Equipment and Financed Items set forth in the
        related Acceptance Certificate executed by Lessee. Lessee hereby authorizes
        Lessor to conform the description of the Equipment and Financed Items set
        forth
        herein to the description thereof in the related Acceptance Certificate executed
        by Lessee. All references in this Schedule to the Equipment subject to a
        Lease
        and the Financed Items subject to a Financing shall mean the Equipment and
        Financed Items described herein, as conformed to the related Acceptance
        Certificate pursuant to this Section.
  **9.**  **ADDITIONAL
        PROVISIONS: N/A**
 
 
 
 
 LESSOR
        AGREES TO LEASE TO LESSEE AND LESSEE AGREES TO LEASE FROM LESSOR THE EQUIPMENT
        DESCRIBED IN SECTION 1.A ABOVE, IF ANY, AND LESSOR AND LESSEE AGREE TO ENTER
        INTO A FINANCING OF THE FINANCED ITEMS DESCRIBED IN SECTION 2.A ABOVE, IF
        ANY.
        SUCH LEASE AND/OR FINANCING WILL BE GOVERNED BY THE MASTER AGREEMENT AND
        THIS
        SCHEDULE, INCLUDING THE IMPORTANT ADDITIONAL TERMS AND CONDITIONS SET FORTH
        ABOVE. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS SCHEDULE AND
        THE
        MASTER AGREEMENT, THE TERMS OF THIS SCHEDULE SHALL GOVERN.
 
 
 
 
 
 **LESSEE:**
                **Secured
                  Digital Storage, LLC**
              **LESSOR**:
                **HEWLETT-PACKARD
                  FINANCIAL SERVICES COMPANY****2**By: 
                  /s/ Derry Behm
              By: 
                  /s/ Ruth CousinsName: 
                  Derry Behm
                Title:   
                  VP - Finance
              Name:  
                  Ruth Cousins
                Title:    
                  Operations ManagerDate:December
                  31, 2007
              Date:
  
 2
              Authorized
                  to do business in the name of Hewlett-Packard Financial Services
                  Company
                  Inc. in the States of Alabama and New
                  York.
   
 **COUNTERPART
          NO. _______ OF _______. TO THE EXTENT THAT THIS SCHEDULE CONSTITUTES
          CHATTEL**
 **PAPER
          (AS DEFINED IN THE UCC), NO SECURITY INTEREST IN THIS SCHEDULE MAY BE CREATED
          THROUGH**
 **THE
          TRANSFER OR** **POSSESSION
          OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.**
  
  **Master
            Agreement Number  105291**
 **Schedule
            Number: 10529100004**
 **MASTER
            LEASE AND FINANCING AGREEMENT SCHEDULE**
 Hewlett-Packard
          Financial Services Company1 (“Lessor”)
          and **Secured
          Digital Storage, LLC** (“Lessee”)
          are parties to the Master Lease and Financing
          Agreement identified by the Master Agreement Number specified above (the
“Master
          Agreement”). This Schedule (which shall be identified
          by the Schedule Number specified above) and the Master Agreement together
          comprise a separate Lease, a separate Financing or a separate
          Lease and [a separate] Financing, as the case may be, between the parties.
          The
          terms and conditions of the Master Agreement are hereby
          incorporated by reference into this Schedule. All capitalized terms used
          in this
          Schedule without definition have the meanings ascribed to
          them
          in the Master Agreement.
  **1.
          LEASE.**
 **A.
          Description of Items of Leased
          Equipment             
Total Cost**
 **See
          Attached Exhibit
          A                                                    $27,993.46**
  **B.
          Initial Term** : **36** Months
          (plus the number of days from and including the Acceptance Date through
          and
          including the last day of the calendar
          month or quarter (depending on whether Rent is payable monthly or quarterly
          as
          specified in Section 3 below) in which the Acceptance
          Date occurs).
  **2.
          FINANCING.**
 **A.
          Description of Financed
          Items                                 
Total Cost**
 **See
          Attached Exhibit
          A                                                 
$28,657.66**
  **B.
          Term: 36** Months
          (plus the number of days from and including the Acceptance Date through
          and
          including the last day of the calendar month
          or
          quarter (depending on whether Rent is payable monthly or quarterly as specified
          in Section 3 below) in which the Acceptance Date occurs).
  **3.
          RENT** :
 **For
          Lease: $775.42**
 **For
          Financing: $793.82**
 **Total
          Rent: $1,569.24**
  **RENT
          is payable** :   
          X in advance ___in arrears (check one)
 X monthly ___quarterly (check one)
  **DAILY
          RENT** :
 For
          Lease: _$0.00_ ( *i.e.* ,
          the
          Rent payment specified above expressed on a per diem basis, assuming a
          360 day
          year and 30 day months) For
          Financing: $0.00 (based on the Financing Rate, and interest only)
  **For
          Financings, the “Financing Rate” generally equals the rate of interest that
          would cause the present value of the Rent payable over** **the
          Term, calculated as of the First Payment Date and assuming monthly or quarterly
          (as applicable) compounding, to equal the Total** **Cost
          of the Financed Items.**
  Lessee
          shall pay Lessor (a) on the first day of each calendar month or calendar
          quarter
          (depending on whether Rent is payable monthly or quarterly
          as specified above) if Rent is payable in advance, or (b) on the last day
          of
          each calendar month or calendar quarter (depending on whether
          Rent is payable monthly or quarterly as specified above) if Rent is payable
          in
          arrears, the Rent payment specified above for the length of
          the
          Initial Term in the case of a Lease and for the length of the Term in the
          case
          of a Financing. The First Payment Date shall be the first day
          (if
          Rent is payable in advance) or the last day (if Rent is payable in arrears)
          of
          the month or quarter (as applicable) immediately following the
          month
          or quarter (as applicable) in which the Acceptance Date occurs.
 For
          Financings, all payments of Rent will be deemed to be blended payments
          of
          principal and interest (which interest will be calculated and payable
          at the Financing Rate), other than (a) Daily Rent, which is interest only,
          and
          (b) if Rent is payable in advance, the first periodic payment
          of Rent which is principal only. All payments of Rent with respect to Financings
          will be applied first to accrued and unpaid interest and
          next
          on account of principal, with interest on overdue amounts calculated and
          payable
          in accordance with the Master Agreement.
  **4.
          PRICING EXPIRATION DATE** : **04/30/2008** .
          Lessor's obligation to purchase and lease the Equipment or fund and finance
          the Financed
          Items is subject to the Acceptance Date being on or before the Pricing
          Expiration Date.
  **5.
          EQUIPMENT LOCATION** : **Secured
          Digital Storage, LLC , 1331 East Business Center Drive, Mount Prospect,
          IL
          60056**
   
 1
                Authorized
                    to do business in the name of Hewlett-Packard Financial Services
                    Company
                    Inc. in the States of Alabama and NewYork.
   
  **6.
          SELLER: Netdirect Systems**
  **7.
            LESSEE’S END-OF-LEASE-TERM OPTIONS.** Lessee
            may choose to exercise one of the following options upon the natural expiration
            of the Initial Term, any Renewal Term (as defined below) and any automatic
            extension of the Initial Term or any Renewal Term provided,
            however, that Lessee must give Lessor written notice of Lessee’s choice
            (“End-of-Term Notice”) not less than ninety (90) days before
            the expiration of the relevant term.
  **(a)
            Purchase Option.** Lessee
            may elect to purchase any or all Units of Equipment then subject to this
            Lease
            (other than items of
            Software that may not be sold by Lessor under the terms of any applicable
            License Agreement) for an amount equal to the Fair Market Value
            of
            such Units of Equipment as of the end of the Then Applicable Term, provided
            no
            Lessee Default shall have occurred and be continuing.
            In the event of such an election, Lessee shall pay such amount to Lessor,
            in
            immediately available funds, on or before the last day of
            the
            Then Applicable Term. If Lessee shall have so elected to purchase any
            of the
            Units of Equipment, shall have so paid the applicable purchase
            price and shall have fulfilled the terms and conditions of the Master
            Agreement,
            then on the last day of the Then Applicable Term (1) the
            Lease
            with respect to such Units of Equipment shall terminate and, except as
            provided
            in Section 26(m) of the Master Agreement, Lessee shall
            be
            relieved of all of its obligations in favor of Lessor with respect to
            such Units
            of Equipment, and (2) Lessor shall transfer all of its interest
            in such Units of Equipment to Lessee “AS IS, WHERE IS,” without any
            representation, warranty, express or implied, from Lessor, other
            than the absence of any liens or claims by or through Lessor. In the
            event
            Lessor and Lessee are unable to agree on the Fair Market Value
            of
            any Units of Equipment, Lessor shall, at Lessee's expense, select an
            independent
            appraiser to conclusively determine such amount.
  **(b)
            Renewal Option.** Lessee
            may elect to renew the Lease with respect to any or all Units of Equipment
            then
            subject to this Lease
            (other than items of Software that may not be re-leased by Lessor under
            the
            terms of any applicable License Agreement) for an amount equal
            to
            the Fair Rental Value of such Units of Equipment as of the end of the
            Then
            Applicable Term. In the event of such an election, Lessee shall
            enter into a mutually agreeable renewal agreement with Lessor (“Renewal
            Agreement”) on or before the last day of the Then Applicable Term
            confirming the Units of Equipment as to which the Lease is to be renewed,
            the
            period for which the Lease is to be renewed (the “Renewal Term”),
            and the amount of Rent and the times at which such Rent is to be payable
            during
            the Renewal Term. In the event Lessor and Lessee are
            unable to agree on the Fair Rental Value of any Units of Equipment, Lessor
            shall, at Lessee's expense, select an independent appraiser to conclusively
            determine such amount.
  **(c)
            Return** .
            Lessee
            may elect to return any or all of the Units of Equipment then subject
            to this
            Lease in accordance with Section
            7
            of the Master Agreement.
  **(d)
            Automatic Extension.** If
            Lessee
            fails to deliver to Lessor an End-of-Term Notice the Initial Term or
            Renewal
            Term shall, without
            any additional notice or documentation, be automatically extended for
            successive
            calendar months with respect to all items of Equipment
            then subject to this Lease through the end of the calendar month falling
            at
            least 90 days after the date Lessee shall have delivered to Lessor
            an
            End-of-Term Notice with respect to this Lease. For each calendar month
            that the
            Then Applicable Term of this Lease is so extended, Lessee
            shall pay to Lessor Rent in an amount equal to the monthly Rent payment
            in
            effect immediately prior to such extension (or the appropriate
            pro rata portion of the Rent payment then in effect in the case of Rent
            payable
            other than on a monthly basis), and all other provisions
            of the Master Agreement and this Schedule shall continue to apply.
  If
            Lessee
            shall have delivered to Lessor an End-of-Term Notice with respect to
            a Lease,
            but shall have subsequently failed to comply with its
            obligations arising from its elections specified therein, then the Then
            Applicable Term of this Lease shall, without any additional notice or documentation,
            be automatically extended for successive calendar months with respect
            to all
            items of Equipment as to which Lessee shall have so
            failed
            to comply with its obligations through the end of the calendar month
            in which
            Lessee shall have complied with such obligations. For each
            calendar month that the Then Applicable Term of this Lease is so extended,
            Lessee shall pay to Lessor Rent in an amount equal to the monthly
            Rent payment in effect immediately prior to such extension (or the appropriate
            pro rata portion of the Rent payment then in effect in the
            case
            of Rent payable other than on a monthly basis), and all other provisions
            of the
            Master Agreement and this Schedule shall continue to apply.
  Notwithstanding
            any of the provisions of this Section 7 to the contrary, if any Lessee
            Default
            shall have occurred and be continuing at any time
            during the last 90 days of the Then Applicable Term of this Lease, Lessor
            may
            cancel any Renewal Term or optional or other automatic extension
            of the Then Applicable Term immediately upon written notice to
            Lessee.
  **8.
            ADJUSTMENTS TO SCHEDULE** .
            Lessee
            acknowledges that the Total Cost of Equipment and Financed Items and
            the related Rent
            payments set forth in this Schedule may be estimates, and if the final
            invoice
            from the Seller specifies a Total Cost that is more or less than
            the
            Total Cost set forth in this Schedule, Lessee hereby authorizes Lessor
            to adjust
            the applicable Total Cost and Rent payment on this Schedule
            to reflect the final invoice amount (the “Final Invoice Amount”). However, if
            the Final Invoice Amount exceeds the estimated Total Cost
            by
            more than 5%, Lessor will notify Lessee and obtain Lessee's prior written
            approval of the aforementioned adjustments. If Lessee fails to
            so
            approve any such adjustments within 15 days of Lessor’s request, then this
            Schedule shall terminate without penalty to either Lessor or Lessee
            and Lessee shall be solely responsible to the Supplier for all obligations
            arising under the applicable Purchase Documents, including, without
            limitation, the obligation to purchase Equipment and pay Financed Items.
            All
            references in this Schedule to Total Cost and Rent shall mean
            the
            amounts thereof specified herein, as adjusted pursuant to this Section.
            Lessee
            also acknowledges that the Equipment and Financed Items
            described herein may differ from the description of the Equipment and
            Financed
            Items set forth in the related Acceptance Certificate executed
            by Lessee. Lessee hereby authorizes Lessor to conform the description
            of the
            Equipment and Financed Items set forth herein to the description
            thereof in the related Acceptance Certificate executed by Lessee. All
            references
            in this Schedule to the Equipment subject to a Lease
            and
            the Financed Items subject to a Financing shall mean the Equipment and
            Financed
            Items described herein, as conformed to the related
            Acceptance Certificate pursuant to this Section.
  **9.
            ADDITIONAL PROVISIONS: N/A**
   
   LESSOR
              AGREES TO LEASE TO LESSEE AND LESSEE AGREES TO LEASE FROM LESSOR THE
              EQUIPMENT DESCRIBED
              IN SECTION 1.A ABOVE, IF ANY, AND LESSOR AND LESSEE AGREE TO ENTER
              INTO A FINANCING
              OF THE FINANCED ITEMS DESCRIBED IN SECTION 2.A ABOVE, IF ANY. SUCH
              LEASE AND/OR FINANCING
              WILL BE GOVERNED BY THE MASTER AGREEMENT AND THIS SCHEDULE, INCLUDING
              THE IMPORTANT
              ADDITIONAL TERMS AND CONDITIONS SET FORTH ABOVE. IN THE EVENT OF ANY
              CONFLICT BETWEEN
              THE TERMS OF THIS SCHEDULE AND THE MASTER AGREEMENT, THE TERMS OF THIS
              SCHEDULE SHALL
              GOVERN.
  **LESSEE:**
                        **Secured
                          Digital Storage, LLC**
                      **LESSOR**:
                        **HEWLETT-PACKARD
                          FINANCIAL SERVICES COMPANY****2**By: 
                          /s/ Derry Behm
                      By: 
                          /s/ Ruth CousinsName: 
                          Derry Behm
                        Title:   
                          VP - Finance
                      Name:  
                          Ruth Cousins
                        Title:    
                          Operations ManagerDate:December
                          31, 2007
                      Date:
 2
                      Authorized
                          to do business in the name of Hewlett-Packard Financial
                          Services Company
                          Inc. in the States of Alabama and New
                          York.