**Exhibit 10.8**

 
|        | ** **                        | **MASTER LEASE AGREEMENT** |
|--------|-----------------------------------|----------------------------|
|   | NO.                               |
|   | Effective  Date: October 07, 2005 |

 
| Lessor: DELL FINANCIAL  SERVICES L.P. |   | Lessee: Sento Corporation  |
|---------------------------------------|--------|----------------------------|
|                                  |   | 420 E SOUTH TEMPLE STE 400 |
| Payment Address:                      |   | SALT LAKE CITY, UT 84111   |
| PO Box. 3355                          |   | Fax: NA                    |
| Chicago, Illinois  60693              |   | Attention: LINDEN BARNEY   |

 

This Master Lease Agreement (“Agreement”),effective as of the Effective Date set forth above, is between the Lessor andLessee named above. Capitalized terms have the meaning set forth in thisAgreement.

 

**1. LEASE.**

 

Lessor hereby leases to Lessee and Lessee herebyleases from Lessor the equipment (“Products”), software, services or feesdescribed in any lease schedule (“Schedule”). Each Schedule shall incorporateby reference the terms and conditions of this Agreement and contain such otherterms as are agreed by Lessee and Lessor. Each Schedule signed or otherwiseauthenticated by Lessee and Lessor shall constitute a separate lease ofProducts (“Lease”). In the event of any conflict between the terms of aSchedule and the terms of this Agreement, the terms of the Schedule shallprevail. Lessor reserves all rights to the Products not specifically granted toLessee in this Agreement or in a Schedule. Execution of this Agreement does notcreate an obligation of either party to lease to or from the other.

 

**2. ACCEPTANCE DATE; SCHEDULE.**

 

(a) Subject to any right of return providedby the Product seller (“Seller”), named on the Schedule, Products are deemed tohave been irrevocably accepted by Lessee upon delivery to Lessee’s ship tolocation (“Acceptance Date”). Lessee shall be solely responsible for unpacking,inspecting and installing the Products.

 

(b) Lessor shall deliver to Lessee a Schedulefor the Products. Lessee agrees to sign or otherwise authenticate and returneach Schedule by the later of the Acceptance Date or 5 days after Lesseereceives a Schedule from Lessor. If  theSchedule is not signed or otherwise authenticated by Lessee and returned toLessor within the time provided in the prior sentence, then upon written noticefrom Lessor and Lessee’s failure to cure within 5 days of such notice, Lessormay require the Lessee to purchase the Products by paying the Product costcharged by the Seller, plus any shipping charges, Taxes and Duties (definedbelow) and interest at the Overdue Rate (defined below) accruing from the datethe Products are shipped through the date of payment. If Lessee returns anyleased Products in accordance with the Seller’s return policy, it will notifyLessor. When Lessor receives a credit from Seller for the returned Product, theSchedule will be deemed amended to reflect the return of the Product and Lessorwill adjust its billing records and Lessee’s Invoice for the applicable Lease.In addition, Lessee and Lessor agree that a signed Schedule may be amended bywritten notice from Lessor to Lessee provided such notice is (i) to correct theserial (or service tag) number of Products or (ii) to adjust the related Rent(defined below) on the Schedule (any increase up to 15% or any decrease) causedby any change made by Lessee in Lessee’s order with the Seller, or any changein the Product cost charged by the Seller.

 

**3. TERM.**

 

The initial term (“Primary Term”) for eachLease shall begin on the date set forth on the Schedule as the Commencement Date(“Commencement Date”) and continue for the number of months set forth in theSchedule. The period beginning on the Acceptance Date and ending on the lastday of the Primary Term, together with any renewals or extensions thereof, isdefined as the “Lease Term”. The Lease is non-cancelable by Lessee.

 

**4. RENT; TAXES; PAYMENTOBLIGATION.**

 

(a) The rental payment amount (“Rent”) andthe payment period for each installment of Rent (“Payment Period”) shall bestated in the Schedule. A prorated portion of Rent, calculated on a 30-daymonth, 90-day quarter or 360-day year as appropriate, for the period from theAcceptance Date to the Commencement Date shall be added to the first payment ofRent. All Rent and other amounts due and payable under this Agreement or anySchedule shall be paid to Lessor in lawful funds of the United States ofAmerica at the payment address set forth above or at such other address asLessor may designate from time to time in writing. Whenever Rent and otheramounts payable under a Lease are not paid when due, Lessee shall pay intereston such amounts at a rate equal to the lesser of 1-1/2% per month or thehighest rate permitted by applicable law (“Overdue Rate”). Rent shall be dueand payable whether or not Lessee has received an invoice showing that suchRent is due.

 

(b) Each Lease shall be a net lease. Inaddition to Rent, Lessee shall pay sales, use, property, added value or othertaxes, fees, levies or assessments (collectively, “Taxes”), and customs, dutiesor surcharges on imports or exports (collectively, “Duties”) plus all expensesincurred in connection with Lessor’s purchase of the Products, including butnot limited to shipment, delivery, installation, and insurance. Unless Lessee provides Lessor with a valid tax exemption certificateprior to Lessor’s payment of such Taxes. Lessee shall pay Lessor allTaxes upon demand by Lessor. Unless otherwise set forth in the Schedule andwhere applicable. Lessee agrees to pay a periodic personal property tax fee (“PPTFee”) calculated by Lessor as a prorated portion of the annual estimatedpersonal property tax assessed by the applicable taxing authority on theProducts during the Lease Term. The PPT Fee shall be payable with eachinstallment of Rent.

 

(c) LESSEE’S OBLIGATION TO PAY ALL RENT ANDOTHER AMOUNTS WHEN DUE AND TO OTHERWISE PERFORM AS REQUIRED UNDER THISAGREEMENT AND EACH SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOTBE SUBJECT TO ANY ABATEMENT, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM,INTERRUPTION, DEFERMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER WHETHER ARISINGOUT OF ANY CLAIMS BY LESSEE AGAINST LESSOR, SELLER, OR THE SUPPLIER ORMANUFACTURER OF THE PRODUCTS. TOTAL OR PARTIAL LOSS OF THE PRODUCTS OR THEIRUSE OR POSSESSION, OR OTHERWISE. If any Product is unsatisfactory for anyreason, Lessee shall make its claim solely against the Seller of such Product(or the Licensor in the case of Software, each as defined below) and shall,nevertheless, pay Lessor or its assignee all amounts due and payable under theLease.

 

**5. LICENSED MATERIALS.**

 

Software means any operating system softwareor computer programs included with the Products (collectively, “Software”). “LicensedMaterials” are any manuals and documents, end user license agreements, evidenceof licenses, including, without limitation, any certificate of authenticity andother media provided in connection with such Software, all as delivered with oraffixed as a label to the Products. Lessee agrees that this Agreement and anyLease (including the sale of any Product pursuant to any purchase option) doesnot grant any title or interest in Software or Licensed Materials. Any use ofthe terms “sell,” “purchase,” “license,” “lease,” and the like in thisAgreement or any Schedule with respect to Software shall be interpreted inaccordance with this Section 5.

 

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**6. USE; LOCATION; INSPECTION.**

 

Lessee shall: (a) comply with all terms andconditions of any Licensed Materials; and (b) possess and operate the Productsonly (i) in accordance with the Seller’s supply contract and any serviceprovider’s maintenance and operating manuals, documentation and applicablelaws; and (ii) for the business purposes of Lessee.  Lessee agrees not to move Products from thelocation specified in the Schedule without providing Lessor with at least 30days prior written notice, and then only to a location within the United Statesand at Lessee’s expense.  Without noticeto Lessor, Lessee may temporarily use laptop computers at other locations,including outside of the United States, provided Lessee complies with theUnited States Export Control Administration Act of 1979 and the ExportAdministration Act of 1985, as those Acts are amended from time to time (or anysuccessor or similar legislation). Provided Lessor complies with Lessee’s reasonable security requirements,Lessee shall allow Lessor to inspect the premises where the Products arelocated from time to time during reasonable hours after reasonable notice inorder to confirm Lessee’s compliance with its obligations under this Agreement.

 

**7. RETURN.**

 

At the expiration or earlier termination ofthe Lease Term of any Schedule, and except for Products purchased pursuant toany purchase option under the Lease, Lessee will (a) remove all proprietarydata from the Products and (b) return them to Lessor at a place within the contiguousUnited States designated by Lessor.  Uponreturn of the Products, Lessee’s right to the operating system Software inreturned Products will terminate and Lessee will return the Products with theoriginal certificate of authenticity (attached and unaltered) for the originaloperating system Software.  Lessee agreesto deinstall and package the Products for return in a manner which will protectthem from damage.  Lessee shall pay allcosts associated with the packing and return of the Products and shall promptlyreimburse Lessor for all costs and expenses for missing or damaged Products oroperating system Software.  If Lessee failsto return all of the Products at the expiration of any applicable Lease Term,the Lease Term with respect to the Products that are not returned shallcontinue to be renewed as described in the Schedule.

 

**8. RISK OF LOSS; MAINTENANCE;INSURANCE.**

 

(a) From the date the Products are deliveredto Lessee’s ship to location until the Products are returned to Lessor’sdesignated return location or purchased by Lessee, Lessee agrees: (i) to assumethe risk of loss or damage to the Products; (ii) to maintain the Products ingood operating condition and appearance, ordinary wear and tear excepted; (iii)to comply with all requirements necessary to enforce all warranty rights; and(iv) to promptly repair any repairable damage to the Products.  For the Lease Term, Lessee shall ensure thatthe Products are (i) covered by a manufacturer approved maintenance agreement,or (ii) with Lessor’s prior consent, self maintained in accordance with thestandards set forth herein. At all times, Lessee shall provide the followinginsurance: (i) casualty loss insurance for the Products for no less than theStipulated Loss Value (defined below) naming Lessor as loss payee; and (ii)liability insurance with respect to the Products in an amount as required byLessor, naming Lessor as an additional insured. Upon Lessor’s prior writtenconsent, Lessee may provide this insurance pursuant to Lessee’s existing selfinsurance policy. Lessee shall either provide Lessor with an annual certificateof third party insurance or a written description of its self insurance policy,as applicable.  The certificate ofinsurance will provide that Lessor shall receive at least ten (10) days priorwritten notice of any material change to or cancellation of the insurancepolicy.

 

(b) If the Products are lost, stolen,destroyed, damaged beyond repair or in the event of any condemnation, confiscation,seizure or expropriation of any Products. (“Casualty Products”), Lessee shall promptly (i) notify Lessor of thesame, and (ii) pay to Lessor the Stipulated Loss Value for the CasualtyProducts.  The “Stipulated Loss Value” ofany Product is an amount equal to the sum of (a) all Rent and other amountsthen due and owing (including interest at the Overdue Rate from the due dateuntil payment is received) under the Lease, plus (b) the present value of allfuture Rent to become due under the Lease during the remainder of the LeaseTerm, plus (c) the present value of the estimated in place Fair Market Value ofthe Product at the end of the Primary Term as determined by Lessor.  Each of (b) and (c) shall be calculated usingthe discount rate of the Federal Reserve Bank of Chicago on the CommencementDate of the applicable Schedule.

 

**9. ALTERATIONS.**

 

Lessee shall, at its expense, make suchalterations to Products during the Lease Term as are legally required orprovided at no charge by Seller.  Lesseemay make other alterations, additions or improvements to Products provided thatany alteration, addition or improvement shall be readily removable and shallnot materially impair the value or utility of the Product.  Upon the return of any Product to Lessor, anyalteration, addition or improvement that is not removed by Lessee shall becomethe property of Lessor, free and clear of all liens and encumbrances.

 

**10. REPRESENTATIONS ANDWARRANTIES OF LESSEE.**

 

(a) Lessee represents, warrants and covenantsto Lessor at the time Lessee enters into this Agreement and each Schedule that:

 

(i) Lessee is an entity dulyorganized, validly existing and in good standing under the laws of thejurisdiction of its organization and in all jurisdictions with respect to whichits ownership or its conduct of business or leasing of property requires suchqualification;

 

(ii) The execution anddelivery of and performance under this Agreement, any Schedules, Certificatesof Incumbency or other documents related to a Lease (“Documents”) to whichLessee is a party have been authorized by all necessary action, and have beenexecuted and delivered on Lessee’s behalf by persons duly authorized in thatregard.  The Documents constitute legal,valid and binding agreements of Lessee, enforceable against Lessee inaccordance with their respective terms except as limited by bankruptcy or othersimilar laws;

 

(iii) The execution anddelivery of or performance under the Documents do not contravene Lessee’scharter or bylaws or any law, regulation, order, writ, decree, judgment, orother form of prohibition of which Lessee is aware is binding on it or itsassets; and does not and will not contravene the provisions of, or constitute adefault under, or result in the creation of a lien upon the Products under anymaterial indenture, mortgage, contract, or other instrument to which it is aparty or by which it or its assets are bound;

 

(iv) To the best of Lessee’sknowledge, there is no action, suit or proceeding pending or, to the knowledgeof Lessee, threatened in any court or tribunal or before any competentauthority against Lessee or any of its property or assets which challenges theDocuments or any of the transactions contemplated hereunder or which may have amaterial adverse effect on the financial condition or business of Lessee; and

 

(v) The financial statementsand other information furnished and to be furnished to Lessor by Lessee are andshall be true and correct in all material respects, and since the date thatsuch financial statements or information were prepared, there has not been anymaterial adverse change in Lessee’s business or condition, financial orotherwise.

 

(b) If any person guarantees payment orperformance by Lessee of any liabilities or obligations of Lessee under thisAgreement or any Schedule (a “Guarantor”), the preceding representations,warranties and covenants shall be deemed to be made by Lessee on behalf of suchGuarantor as if such Guarantor were named in addition to Lessee therein.

 

**11. WARRANTY ASSIGNMENT;EXCLUSION OF WARRANTIES; LIMITATION OF LIABILITY; FINANCE LEASE.**

 

(a) Provided no Event of Default has occurredand is continuing.  Lessor assigns toLessee for the Lease Term the benefit of any Product warranty and any right ofreturn provided by any Seller.

 

(b) LESSEE ACKNOWLEDGES THAT LESSOR DID NOTSELECT, MANUFACTURE, SUPPLY OR LICENSE ANY PRODUCT AND THAT LESSEE HAS MADE THESELECTION OF PRODUCTS BASED UPON ITS OWN JUDGMENT AND EXPRESSLY DISCLAIMS ANYRELIANCE ON STATEMENTS MADE BY LESSOR OR ITS AGENTS.  LESSOR LEASES THE PRODUCTS AS-IS AND MAKES NOWARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANYWARRANTIES OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULARPURPOSE.  LESSEE HEREBY WAIVES ANY CLAIMIT MIGHT HAVE AGAINST LESSOR OR ITS ASSIGNEE FOR ANY LOSS, DAMAGE OR EXPENSECAUSED BY OR WITH RESPECT TO ANY PRODUCTS.

 

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(c) IN NO EVENT SHALL LESSOR BE LIABLE FORANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ORRELATED TO THIS AGREEMENT, ANY SCHEDULE OR THE SALE, LEASE OR USE OF ANYPRODUCTS.  EVEN IF LESSOR IS ADVISED INADVANCE OF THE POSSIBILITY OR CERTAINTY OF SUCH DAMAGES AND EVEN IF LESSEEASSERTS OR ESTABLISHES A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDYPROVIDED IN THIS AGREEMENT.

 

(d) Lessee agrees that it is the intent ofboth parties that each Lease qualify as a statutory finance lease under Article2A of the Uniform Commercial Code (“UCC”).  Lessee acknowledges either (i) that Lessee hasreviewed and approved any written supply contract covering the Productspurchased from the Seller for lease to Lessee or (ii) that Lessor has informedor advised Lessee, in writing, either previously or by this Agreement, thatLessee may have rights under the supply contract evidencing the purchase of theProducts and that Lessee should contact the Seller for a description of anysuch rights.  TO THE FULLEST EXTENTPERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES ALL RIGHTS AND REMEDIESCONFERRED UPON A LESSEE BY ARTICLE 2A of the UCC.

 

**12. EVENTS OF DEFAULT.**

 

It shall be an event of default hereunder andunder any Schedule (“Event of Default”) if:

 

(a) Lessee fails to pay any Rent or otheramounts payable under this Agreement or any Schedule within 15 days after thedate that such payment is due;

 

(b) Any representation or warranty made byLessee or any Guarantor to Lessor in connection with this Agreement, anySchedule or any other Document is at the time made materially untrue orincorrect;

 

(c) Lessee fails to comply with any otherobligation or provision of this Agreement or any Schedule and such failureshall have continued for 30 days after notice from Lessor;

 

(d) Lessee (i) is generally not paying its debtas they become due or (ii) takes action for the purpose of invoking the protectionof any bankruptcy or insolvency law, or any such law is invoked against or withrespect to Lessee or its property and such petition is not dismissed within 60days; or

 

(e) Lessee or any Guarantor is in defaultunder any other lease, contract, or obligation now existing or hereafterentered into with Lessor or Seller or any assignee of Lessor.

 

**13. REMEDIES.**

 

(a) Upon an Event of Default under anySchedule, all of Lessee’s rights (including its rights to the Products), butnot its obligations thereunder, shall automatically be cancelled without noticeand Lessor may exercise one or more of the following remedies in its solediscretion:

 

(i) requireLessee to return any or all Products as provided in Section 7 and/or ifrequested by Lessor, assemble the Products in a single location designated byLessor granting Lessor the right to enter the premises where such Products arelocated for the purpose of repossession;

 

(ii) sell, lease orotherwise dispose of any or all Products (as agent and attorney-in-fact for Lesseeto the extent necessary) upon such terms and in such manner (at public orprivate sale) as Lessor deems advisable in its sole discretion (a “Disposition”);

 

(iii) declare immediatelydue and payable as a pre-estimate of liquidated damages for loss of bargain andnot as a penalty, the Stipulated Loss Value of the Products in lieu of anyfurther Rent, in which event Lessee shall pay such amount to Lessor within 10days after the date of Lessor’s demand; or

 

(iv) proceed by appropriatecourt action either at law or in equity (including an action for specificperformance) to enforce performance by Lessee or recover damages associatedwith such Event of Default or exercise any other remedy available to Lessor inlaw or in equity.

 

(b) Lessee shall pay all costs incurred byLessor in connection with an Event of Default, including reasonable legal feesand expenses, and all costs related to the repossession, transportation, re-furnishing,storage and Disposition of any or all Products (“Default Expenses”).  In the event Lessor recovers proceeds fromits Disposition of the Products, Lessor shall credit such proceeds (net ofDefault Expenses) against the owed Stipulated Loss Value.  Lessee shall remain liable to Lessor for anydeficiency.  With respect to the Section,to the extent the proceeds of a Disposition (net of Default Expenses) exceedthe Stipulated Loss Value owed under the Lease, or if Lessee has paid Lessorthe Stipulated Loss Value, the Default Expenses and all other amounts owingunder the Lease, Lessee shall be entitled to such excess and shall have nofurther obligations with respect to such Lease. All rights of Lessor are cumulative and not alternative and may beexercised by Lessor separately or together.

 

**14. QUIET ENJOYMENT.**

 

Lessor shall not interfere with Lessee’sright to possession and quiet enjoyment of Products during the relevant LeaseTerm, provided no Event of Default has occurred and is continuing.  Lessor represents and warrants that as of theCommencement Date of the applicable Schedule.  Lessor has the right to lease the Products toLessee.

 

**15. INDEMNIFICATION.**

 

Lessee shall indemnify, defend and holdLessor, its assignees, and their respective officers, directors, employees,representatives and agents harmless from and against all claims, liabilities,costs or expenses, including legal fees and expenses (collectively, “Claims”),arising from or incurred in connection with this Agreement, any Schedule, orthe selection, manufacture, possession, ownership, use, condition, or return ofany Products (including Claims for personal injury, death or damage toproperty) and, to the extent Lessee is responsible, Claims related to thesubsequent use or Disposition of the Products or any date in or alteration ofthe Products.  This indemnity shall notextend to any Claim caused solely by the gross negligence or willful misconductof Lessor. Lessee shall be responsible for the defense and resolution of suchClaim at its expense and shall pay any amount for resolution and all costs anddamages awarded against or incurred by Lessor or any other person indemnifiedhereunder: provided, however, that any person indemnified hereunder shall havethe right to participate in the defense of such Claim with counsel of its choiceand at its expense and to reasonably approve any such settlement.  Lessee shall keep Lessor informed at alltimes as to the statue of the Claim.

 

**16. OWNERSHIP; LIENS AND ENCUMBRANCES;LABELS.**

 

As between Lessor and Lessee, title toProducts (other than any Licensed Materials) is and shall remain with Lessor.  Products are considered personal property andLessee shall, at Lessee’s expense, keep Products free and clear of liens andencumbrances of any kind (except those arising through the acts of Lessor) andshall immediately notify Lessor if Lessor’s interest is subject tocompromise.  Lessee shall not remove,cover or alter plates, labels, or other markings placed upon Products byLessor, Seller or any other supplier.

 

**17. NON PERFORMANCE BY LESSEE.**

 

If Lessee fails to perform any of itsobligations hereunder or under any Schedule, Lessor shall have the right butnot the obligation to effect such performance and Lesseeshall promptly reimburse Lessor for all out of pocket and other reasonableexpenses incurred in connection with such performance, with interest at theOverdue Rate.

 

**18. NOTICES.**

 

All notices shall be given in writing and,except for billings and communications in the ordinary course of business,shall be delivered by overnight courier service, delivered personally or sentby certified mail, return receipt requested and shall be effective from thedate of receipt unless mailed, in which case the effective date will be 4Business Days after the date of mailing, Notices to Lessor by Lessee shall besent to:  Dell Financial ServicesL.P.,  Legal Department, One Dell Way,Round Rock, TX 78682, or such other mailing address designated in writing byLessor, Notice to Lessee shall be to the address on the first page of thisAgreement or such other mailing address designated in writing by Lessee.

 

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**19. ASSIGNMENT.**

 

(a) LESSEE MAY ASSIGN THIS AGREEMENT OR ANYSCHEDULE OR SUBLEASE ANY PRODUCT(S) WITH THE PRIOR WRITTEN CONSENT OF LESSOR(SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD), LESSOR, AT ITS SOLE DISCRETION,MAY ASSESS AN ADMINISTRATIVE FEE FOR ANY APPROVED ASSIGNMENT OR SUBLEASE. Noassignment or sublease shall in any way discharge Lessee’s obligations toLessor under this Agreement or any Schedule.

 

(b) Lessor may at any time and withoutnotice, but subject to the rights of Lessee, transfer, assign, or grant asecurity interest in any Product, this Agreement, any Schedule, or any rightsand obligations hereunder or thereunder, in whole or in part.

 

(c) Subject to the foregoing, this Agreementand each Schedule shall be binding upon and inure to the benefit of Lessor, Lesseeand their successors and assigns.

 

**20. GOVERNING LAW; JURISDICTION ANDVENUE; WAIVER OF JURY TRIAL.**

 

THIS AGREEMENT AND EACH SCHEDULE SHALL BEGOVERNED BY ILLINOIS LAW WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES AND,TO THE EXTENT APPLICABLE. THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONALCOMMERCE ACT, LESSEE CONSENTS TO THE JURISDICTION OF ANY FEDERAL COURT LOCATEDIN COOK COUNTY, ILLINOIS, AND WAIVES ANY OBJECTION TO VENUE, AND FURTHER WAIVESANY RIGHT TO A TRIAL BY JURY.

 

**21. MISCELLANEOUS.**

 

(a) The headings used in this Agreement arefor convenience only and shall have no legal effect.  This Agreement shall be interpreted withoutany strict construction in favor of or against either party.

 

(b) The provisions of Sections 5, 10, 11(b),11(c), 11(d), 15, 20 and 21 shall continue in full force and effect even afterthe term or expiration of this Agreement or any Schedule.

 

(c) Failure or Lessor at any time to requireLessee’s performance of any obligation shall not affect the right to requireperformance of that obligation. No term, condition or provision of this Agreementor any Schedule shall be waived or deemed to have been waived by Lessor unlessit is in writing and signed by a duly authorized representative of Lessor.  A valid waiver is limited to the specificsituation for which it was given.

 

(d) Lessee shall furnish such financialstatements of Lessee and any Guarantor (prepared in accordance with generallyaccepted accounting principles) and other financial information.  Certificates of incumbency or other documentsrelated to a Lease as Lessor may from time to time reasonably request.

 

(e) if any provision(s) of this Agreement isdeemed invalid or unenforceable to any extent (other than provisions going tothe essence of this Agreement) the same shall not in any respect affect thevalidity, legality or enforceability (to the fullest extent permitted by law)of the remainder of this Agreement, and the parties shall use their best effortsto replace such illegal, invalid or unenforceable provisions with anenforceable provision approximating to the extent possible, the original intentof the parties.

 

(f) Unless otherwise provided, allobligations hereunder shall be performed or observed at the respective party’sexpense.

 

(g) Lessee shall take any action reasonablyrequested by Lessor for the purpose of fully effectuating the intent andpurposes of this Agreement or any Schedule. The parties intend for each Leaseto constitute a true lease under the UCC and all applicable laws; however ifany Lease is determined to be other than a true lease, Lessee hereby grants toLessor a first priority security interest in the Products and all proceedsthereof, Lessee acknowledges that by signing this Agreement. Lessee hasauthorized Lessor to file any financing statements or related filings as Lessormay reasonably deem necessary or appropriate. Lessor may file a copy of thisAgreement or any Schedule in lieu of a financing statement.

 

(h) This Agreement and any Schedule may besigned in any number of counterparts, each of which when so executed orotherwise authenticated and delivered shall be an original but all counterpartsshall together constitute one and the same instrument. To the extent eachSchedule would constitute chattel paper as such term is defined in the UCC, nosecurity interest may be created through the transfer or control or possession,as applicable, of a counterpart of a Schedule other than the original inLessor’s possession marked by Lessor as either “Original” or “CounterpartNumber 1”.

 

(i) If any Lease is determined to be a leaseintended as security, in no event shall Lessee be obligated to pay any timeprice balance differential in excess of the maximum amount permitted byapplicable law (as specified herein or the state where the Products arelocated, whichever law permits the greater amount).  In the event Lessor shall receive anything ofvalue under a Lease that is deemed interest which would exceed the maximumamount of interest allowed under the law, the excess amount shall be applied tothe reduction of the unpaid time price balance or shall be refunded toLessee.  In order to reduce the unpaidtime price balance, any amount deemed interest shall, to the fullest extentpermitted by applicable law, be amortized and spread uniformly throughout theLease Term.

 

(j) This Agreement and the Schedules heretobetween Lessor and Lessee set forth the entire agreement between the partiesand supersede and merge all prior written or oral communications, understandings,or agreements between the parties relating to the subject matter containedherein.  Except as permitted herein, thisAgreement and any Schedule may be amended only by a writing duly signed orotherwise authenticated by Lessor and Lessee.

 

EXECUTED by the undersigned on the dates setforth below, to be effective as of the Effective Date.

 

 
| ** ** | **DELL FINANCIAL SERVICES L.P.** | **Sento Corporation**  |
|------------|----------------------------------|------------------------|
| ** ** | **“Lessor”**           | **“Lessee”** |
| ** ** | ** **                       | ** **             |
| BY :       |                             |                   | BY : | /s/ Anthony J. Sansone |
|       |                             |                   |   |   |
| NAME :     |                             |                   | NAME : | Anthony J. Sansone |
|       |                             |                   |   |   |
| TITLE :    |                             |                   | TITLE : | SVP &  CFO |
|       |                             |                   |   |   |
| DATE :     |                             |                   | DATE : | 10-11-05 |

 

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|  | **Schedule  Sento Corporation  MASTER LEASE AGREEMENT SCHEDULE NO. 007907960-002** |
|--|------------------------------------------------------------------------------------|

 

THIS SCHEDULE IS SUBJECT TO AND INCORPORATESTHE TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT NO. 7907960 DATED October07, 2005 BETWEEN DELL FINANCIAL SERVICES L.P. (“Lessor”) AND Sento Corporation(“Lessee”). If the entity named on this Schedule is not the Lessee named underthe Agreement, then such entity, if an affiliate of Lessee approved in writingin advance by Lessor, shall be deemed the Lessee under this Schedule.

 

Lessor hereby agrees to lease and/or makeavailable to Lessee subject to the terms, conditions and provisions set forthin this Schedule and in the Agreement, the Products described below. Anycapitalized term used herein and not defined herein shall have the meaningascribed to it in the Agreement.

 

PRODUCT DESCRIPTION AND LOCATION: See belowor Exhibit “A” attached to and made a part hereof.

 

PRODUCT SELLER: Dell Inc., One Dell Way,Round Rock, TX 78682

 
| **Product Description**   | ** ** | **Product Location**      | ** ** | **Lessee PO No.**         | ** ** | **Rent*** | ** ** | **Primary  Term (Mos)** | ** ** | **Commencement  Date**** |
|---------------------------|------------|---------------------------|------------|---------------------------|------------|-----------|------------|-------------------------|------------|--------------------------|
| See Exhibit “A” |       | See Exhibit “A” |       | See Exhibit “A” |       | $         | 9,742.44   |                    | 36         |                     | 11/10/2005 |
|                           |            |                           |            |                           |            |           |            |                         |            |                          |  |

**Total Product Acquisition Cost: $359,500.00**

 

Rent is payable:     ý  in advance o  inarrears

 

Payment Period:    ý  Monthly  o  Quarterly  o  Annually  o  Semi-Annually  o  Other (specify)          

 

Pro-rated Rent:      ý  applies $8,436.89 (amount);  o  does not apply

 

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* Lessee is responsible for applicable taxes,shipping and other amounts as described in the Agreement, and, with the firstpayment of Rent, any prorated Rent if applicable. Such amounts are furtherdescribed in Exhibit “A”.

 

** The Commencement Date may be extended forone Payment Period until the Schedule is returned in accordance with the termsstated in the Agreement. Lessor may charge Lessee prorated Rent accruing fromthe Acceptance Date to the Commencement Date, as such date is finallydetermined.

 

**END OF LEASE OPTIONS:** Provided that no Event of Default hasoccurred and is continuing, and at least 90 days but no more than 180 daysprior to the expiration of the Primary Term (the “Expiration Date”), Lesseewill give irrevocable written notice to Lessor of its intention to either:

 

(i) purchase all of the Products at FairMarket Value (defined below);

(ii) renew the Lease Term for a minimum ofsix (6) months at a rate and for a term agreed upon by both parties; or

(iii) return all of the Products inaccordance with the Agreement.

 

If Lessee exercises the option to purchasethe Products then, on receipt of payment of the “Fair Market Value” (definedbelow) plus applicable taxes, Lessor will sell the Products to Lessee ASIS-WHERE IS, WITHOUT WARRANTY OR RECOURSE, EXPRESS, IMPLIED OR OTHERWISE,INCLUDING ANY WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, OR AGAINST INFRINGEMENT. The Fair Market Value purchase price shall bepaid on or before the last day of the Primary Term. “Fair Market Value” meansthe price of the Products, installed, in use and in the condition required bythe Agreement as determined by Lessor in its reasonable judgment. If Lesseedisagrees with the Fair Market Value, Lessee shall notify Lessor in writingwithin 60 days prior to the Expiration Date and, upon Lessee’s request andwithin ten (10) days after receipt of Lessee’s notice, Lessor shall appoint aqualified appraiser reasonably acceptable to Lessee to appraise the retailvalue of the Products. The amount determined by such appraiser shall be thefinal Fair Market Value. Lessor and Lessee shall share the expense of suchappraisal equally.

 

If Lessee desires to renew a Lease, Lesseeand Lessor shall enter into a supplement to this Schedule describing the lengthof the renewal Lease Term and the renewal Rent provided, however, all otherterms of this Schedule and the Agreement shall remain in full force and effect.

 

Whether or not Lessee has given Lessor noticeof its intent as described above, if Lessee does not return or purchase theProducts or renew the Lease as required above, the Lease Term shall automaticallyextend on a month-to-month basis at the Rent in effect on the last day of thePrimary Term (prorated on a monthly basis if the Payment Period was other thanmonthly during the Primary Term). Such extension shall continue until Lessee: (i)provides 30 days prior written notice of its intention to return or purchasethe Products (to take effect on the next Rent payment date that is at least 30days after the notice is received by Lessor) and (ii) either returns orpurchases all of the Products in accordance with the End of Lease optionsabove. Payments of Rent during the month-to-month extension are due and payablemonthly as specified in Lessor’s invoice. If Lessee fails to return or purchaseany Products, the Schedule and associated Rent for the Products that have notbeen returned or purchased shall extend on a month-to-month basis in accordancewith the prior sentence.

 

**COMPLETION OF SCHEDULE:**Lessee hereby authorizes Lessor to insert orupdate the serial numbers of the Products from time to time as necessary.

 

By signing below, each of the parties heretoagrees to be bound by the terms of the Agreement, this Schedule and theattached Exhibit “A”.

 

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|   | **DELL FINANCIAL SERVICES L.P.** | ** ** | ** ** | ** ** | **Sento Corporation**  |   |
|--------|----------------------------------|------------|------------|------------|------------------------|--------|
|   | **“Lessor”**           | ** ** | ** ** | ** ** | **“Lessee”** |   |
|   |                             |       |       |       |                   |   |
| BY:    |                             |       |       | BY:        |                   |   |
|   |                             |       |       |       |                   |   |
| NAME:  |                             |       |       | NAME:      |                   |   |
|   |                             |       |       |       |                   |   |
| TITLE: |                             |       |       | TITLE:     |                   |   |
|   |                             |       |       |       |                   |   |
| DATE:  |                             |       |       | DATE:      |                   |   |

 

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|  | **Schedule  Sento Corporation  MASTER LEASE AGREEMENT SCHEDULE NO. 007907960-006** |
|--|------------------------------------------------------------------------------------|

 

THIS SCHEDULE IS SUBJECT TO AND INCORPORATESTHE TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT NO. 7907960 DATED October07, 2005 BETWEEN DELL FINANCIAL SERVICES L.P. (“Lessor”) AND Sento Corporation(“Lessee”). If the entity named on this Schedule is not the Lessee named underthe Agreement, then such entity, if an affiliate of Lessee approved in writingin advance by Lessor, shall be deemed the Lessee under this Schedule.

 

Lessor hereby agrees to lease and/or makeavailable to Lessee subject to the terms, conditions and provisions set forthin this Schedule and in the Agreement, the Products described below. Anycapitalized term used herein and not defined herein shall have the meaningascribed to it in the Agreement.

 

PRODUCT DESCRIPTION AND LOCATION: See belowor Exhibit “A” attached to and made a part hereof.

 

PRODUCT SELLER: Dell Inc., One Dell Way,Round Rock, TX 78682

 
| **Product Description**   | ** ** | **Product Location**      | ** ** | **Lessee PO No.**         | ** ** | **Rent*** | ** ** | **Primary  Term (Mos)** | ** ** | **Commencement  Date**** |
|---------------------------|------------|---------------------------|------------|---------------------------|------------|-----------|------------|-------------------------|------------|--------------------------|
| See Exhibit “A” |       | See Exhibit “A” |       | See Exhibit “A” |       | $         | 6,901.64   |                    | 36         |                     | 12/10/2005 |
|                           |            |                           |            |                           |            |           |            |                         |            |                          |  |

**Total Product Acquisition Cost: $254,250.00**

 

Rent is payable:     ý  in advance o  inarrears

 

Payment Period:    ý  Monthly  o  Quarterly  o  Annually  o  Semi-Annually  o  Other (specify)          

 

Pro-rated Rent:      ý  applies $891.76 (amount);  o  does not apply

 

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* Lessee is responsible for applicable taxes,shipping and other amounts as described in the Agreement, and, with the firstpayment of Rent, any prorated Rent if applicable. Such amounts are furtherdescribed in Exhibit “A”.

 

** The Commencement Date may be extended forone Payment Period until the Schedule is returned in accordance with the termsstated in the Agreement. Lessor may charge Lessee prorated Rent accruing fromthe Acceptance Date to the Commencement Date, as such date is finallydetermined.

 

**END OF LEASE OPTIONS:** Provided that no Event of Default hasoccurred and is continuing, and at least 90 days but no more than 180 daysprior to the expiration of the Primary Term (the “Expiration Date”), Lesseewill give irrevocable written notice to Lessor of its intention to either:

 

(i) purchase all of the Products at FairMarket Value (defined below);

(ii) renew the Lease Term for a minimum ofsix (6) months at a rate and for a term agreed upon by both parties; or

(iii) return all of the Products inaccordance with the Agreement.

 

If Lessee exercises the option to purchasethe Products then, on receipt of payment of the “Fair Market Value” (definedbelow) plus applicable taxes, Lessor will sell the Products to Lessee ASIS-WHERE IS, WITHOUT WARRANTY OR RECOURSE, EXPRESS, IMPLIED OR OTHERWISE,INCLUDING ANY WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, OR AGAINST INFRINGEMENT. The Fair Market Value purchase price shall bepaid on or before the last day of the Primary Term. “Fair Market Value” meansthe price of the Products, installed, in use and in the condition required bythe Agreement as determined by Lessor in its reasonable judgment. If Lesseedisagrees with the Fair Market Value, Lessee shall notify Lessor in writingwithin 60 days prior to the Expiration Date and, upon Lessee’s request andwithin ten (10) days after receipt of Lessee’s notice, Lessor shall appoint aqualified appraiser reasonably acceptable to Lessee to appraise the retailvalue of the Products. The amount determined by such appraiser shall be thefinal Fair Market Value. Lessor and Lessee shall share the expense of suchappraisal equally.

 

If Lessee desired to renew a Lease, Lesseeand Lessor shall enter into a supplement to this Schedule describing the lengthof the renewal Lease Term and the renewal Rent provided, however, all otherterms of this Schedule and the Agreement shall remain in full force and effect.

 

Whether or not Lessee has given Lessor noticeof its intent as described above, if Lessee does not return or purchase theProducts or renew the Lease as required above, the Lease Term shallautomatically extend on a month-to-month basis at the Rent in effect on thelast day of the Primary Term (prorated on a monthly basis if the Payment Periodwas other than monthly during the Primary Term). Such extension shall continueuntil Lessee: (i) provides 30 days prior written notice of its intention toreturn or purchase the Products (to take effect on the next Rent payment datethat is at least 30 days after the notice is received by Lessor) and (ii)either returns or purchases all of the Products in accordance with the End ofLease options above. Payments of Rent during the month-to-month extension aredue and payable monthly as specified in Lessor’s invoice. If Lessee fails toreturn or purchase any Products, the Schedule and associated Rent for theProducts that have not been returned or purchased shall extend on a month-to-monthbasis in accordance with the prior sentence.

 

**COMPLETION OF SCHEDULE:**Lessee hereby authorizes Lessor to insert orupdate the serial numbers of the Products from time to time as necessary.

 

By signing below, each of the parties heretoagrees to be bound by the terms of the Agreement, this Schedule and theattached Exhibit “A”.

 

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|   | **DELL FINANCIAL SERVICES L.P.** | ** ** | ** ** | ** ** | **Sento Corporation**  |   |
|--------|----------------------------------|------------|------------|------------|------------------------|--------|
|   | **“Lessor”**           | ** ** | ** ** | ** ** | **“Lessee”** |   |
|   |                             |       |       |       |                   |   |
| BY:    |                             |       |       | BY:        |                   |   |
|   |                             |       |       |       |                   |   |
| NAME:  |                             |       |       | NAME:      |                   |   |
|   |                             |       |       |       |                   |   |
| TITLE: |                             |       |       | TITLE:     |                   |   |
|   |                             |       |       |       |                   |   |
| DATE:  |                             |       |       | DATE:      |                   |   |

 

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