ex10_9.htm


    
      

    


    


    SCREEN

    
      	
              EQUIPMENT
                PURCHASE AGREEMENT

            	 	
              P.O
                #

            
	 	 	 
	
              DAINIPPON
                SCREEN GRAPHICS (USA), LLC

            	 	
              Customer
                Name “”Purchaser”) Pool
                Press

            
	
              5110
                Toliview Drive

            	 	
              Billing
                Address: 3485 Commercial
                Ave

            
	
              Rolling
                Meadows, IL 60008

            	 	
              Northbrook,
                IL 60062

            
	
              (847)
                870-7400

            	 	
              Installation
                Address;
                same

            
	
              Scott
                Bucholtz

            	 	 
	
              Sales
                Representative  ̈ PSD
 ̈
                Sales

            	 	
              State
                of Organization/Incorporation
                IL

            
	 	 	
              Organization
                ID No.

            
	 	 	
              FEIN
                or SSN
                No.:

            


    

    


    Purchaser
      agrees to purchase and SCREEN (USA) agrees to sell and deliver Screen products
      described below in accordance with prices, terms and conditions set forth
      herein. This agreement shall become effective and shall remain in full force
      and
      effect upon acceptance by Screen (USA).

    


    
      	
              Quantity

            	
              Code#

            	
              Products

            	
              Price

            
	 	 	 	 
	
              1

            	 	
              PTR
                8300E Package with Installation and 90 day warranty

            	
              $74,500

            
	
              1

            	 	
              True
                Flow Standard Workflow Package

            	
              $26,550

            
	 	 	
              Includes:
                TrueFlow Standard, Dual Coro Server, Installation, 3 Days Onsite
                Training,
                12 Months Phone and Webex Support.

            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	
              Freight
                to be billed separately.

            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


    THIS
      AGREEMENT IS SUBJECT TO SCREEN;S STANDARD TERMS AND CONDISITIONS OF SALE AS
      ATTACHED TO OR ACCOMPANYING THIS AGREEMENT, AND PURCHASER HEREBY CONFIRMS ITS
      RECEIPT OF, AND AGREEMENT TO BE BOUND BY, SUCH TERMS AND
      CONDITIONS.

    


    
      	
              Estimated
                delivery days after acceptance

            	 	
              1.
                Contract Price

            	 	
              $101,050

            
	
              Purchaser

            	 	 	
              2.
                State Sales Tax (see reverse)

            	 	
              $-

            
	
              By

            	 	 	
              3.
                Local Sales Tax (see reverse)

            	 	
              $-

            
	
              Title

            	 	 	
              4.
                Total cash sales price (1+2+3)

            	 	
              $101,050.00

            
	
              Date

            	 	 	
              5.
                Cash down payment

            	 	
              $-

            
	
              Seller/Secured
                Party: DS Graphics (USA), LLC.

            	 	
              6.
                Prior to shipping

            	 	
              $-

            
	
              By

            	 	 	
              7.
                Balance (line 4 less 5+6) due upon

            	 	 
	
              Title

            	
              Mike
                Fox-President

            	 	
              completion
                of installation

            	 	
              $101,050.00

            
	
              Date

            	 	 	 	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TCF

    Equipment
      Finance

    


    Master
      Lease

    


    


    
      	
              The
                “Master Lease”: Master Lease Number 0505846L Dated July 10,
                2007

            
	
              “Lessee”

            
	
              Pools
                Press, Inc., 3485 Commercial Ave, Northbrook, IL 60062

            
	
              “Lessor”

            
	
              TCF
                Equipment Finance, Inc. 11100 Wayzata Blvd, Suite 801, Minnetonka,
                MN
                55305

            


    

    


    Master
      Lease Terms and Conditions

    


    1.           
      LEASE. Lessor herby leases to Lessee, and Lessee hereby leases from Lessor,
      the
      personal property and/or services described in an Equipment Schedule or
      Equipment Schedules (each, a “Schedule”) to this Master Lease signed by Lessor
      and Lessee from time to time upon the terms and conditions set forth herein
      and
      in the Schedule 9such property and services, together with all replacements,
      repairs, and additions incorporated therein or affixed therein, being referred
      to here as the ‘Equipment”). Lessee authorizes Lessor to add to any Schedule, or
      make necessary corrections to any serial numbers or other identification of
      the
      Equipment when known. Each Schedule shall be considered a separate lease
      pursuant to the terms of this Master Lease. The term ‘this lease” as used herein
      shall mean a Schedule incorporating therein the terms of any Schedule and the
      terms of this Master Lease, the terms of the Schedule shall control.
      Notwithstanding any provision herein or in any Schedule to the contrary, Lessor
      shall have no obligation to purchase, fund or lease to Lessee any Equipment
      of
      (i) all of Lessor’s requirements shall not have been satisfied on or before the
      date that Lessor’s credit approval shall expire with respect to the lease of
      such Equipment, and (ii) any material adverse change in Lessee’s condition or
      business shall have occurred as of the date of such proposed purchase, funding
      or lease fro that considered by Lessor in connection with the credit approval
      for such leases. In the even that either of the foregoing shall occur, Lessor
      may, in its sole discretion, cancel the lease of the Equipment covered by the
      applicable Schedule, and Lessee shall purchase from Lessor any items of
      Equipment them subject to the lease within five days after Lessor’s request to
      do so for a price equal to Lessor’s cost of such items, plus any other amounts
      advanced by Lessor under such Schedule, plus accrued but unpaid interim rent
      thereon, as provided for in paragraph 3 below. Lessee shall also pay any
      applicable sales and use tax on such sale.

    


    2.           
      TERM. The term of this lease with respect to each item of Equipment shall begin
      on the date it is accepted by Lessee and shall continue for the number of
      consecutive months from the Commencement Date shown in the related Schedule
      (
      the “Initial Term”) unless earlier terminated as provided herein or unless
      extended or renewed as provided for in the related Schedule. If the final item
      of Equipment described in the applicable Schedule is delivered and accepted
      on
      the first day through the 15th
      day of
      the month, the Commencement Date is the 15th
      day of
      the month; and if the final item of


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Equipment
      is delivered and accepted on the 16th
      day
      through the end of the month, the Commencement Date is the first day of the
      following month. In the event Lessee executes the Schedule prior to delivery
      and
      acceptance of all items of Equipment described therein, Lessee agrees that
      the
      Commencement Date may be left blank and hereby authorizes Lessor to insert
      the
      Commencement Date based upon the date appearing on the delivery and acceptance
      certificated signed by Lessee with respect to the last item of Equipment to
      be
      delivered.

    


    3.           
      RENT. Lessee shall pay basic rent for the Initial Term of this lease, and any
      renewal term, in periodic installments each in the amount shown in the related
      Schedule as the Rent Payment. Installments shall be payable as set forth in
      the
      related Schedule. Lessee shall pay advance installments and any security
      deposit, each as shown in the related Schedule, on the date Lessee executes
      such
      Schedule. If the final cost of the Equipment (all amounts Lessor pays in
      connection with the purchase, delivery and installation of the Equipment,
      including any trade-up and buy out amounts, before application of any subsidies
      or like amounts) plus other amounts financed under the Schedule is more or
      less
      than the Total Cost shown in the Schedule (which is based on an estimate),
      the
      amount of each Rent Payment and the mandatory or optional fixed purchase price,
      if any, will be adjusted up or down to provide Lessor the same yield it would
      have obtained if such final cost had been the same as such Total Cost. The
      Schedule will be amended to reflect the final Total Cost and adjusted Rent
      Payment and, if applicable, purchase price. Lessee agrees to execute an
      amendment reflecting such adjustments; provided that Lessor’s written notice to
      Lessee of adjustments of 10% or less shall be effective as an amendment, without
      Lessee’s signature. The Rent Payment for this lease has been indexed to the
      yield for U.S. Treasury securities with a similar term to the Initial Term
      of
      this lease. If the yield of such securities as of the date that the final item
      of Equipment under this lease is accepted is more than the yield as of the
      date
      of the applicable Schedule. Lessor may increase the Rent Payment accordingly,
      and the Lessee hereby agrees to sign an amendment reflecting such increase
      by no
      later than the Commencement Date of this lease. In addition to basic rent
      payable from the Commencement Date, Lessee agrees to pay interim rent with
      respect to each separate item of Equipment covered by a particular Schedule
      from
      the date it is delivered and accepted to the Commencement Date, it is a daily
      rate equal to (i) Lessor’s cost of such item specified in such Schedule or in
      applicable invoice, multiplied by (ii) the Interim Daily Factor specified in
      such Schedule. Interim rent accruing each calendar month shall be payable by
      the
      10th
      day of the following month and in any event on the Commencement
      Date.

    


    4.           
      PAYMENTS, LATE CHARGES AND SECURITY DEPOSIT. Time is of the essence. If any
      installment of interim rent or basic or any other amount payable by Lessee
      hereunder is not paid within ten (10) days of the date when due, Lessor may
      impose a late charge of up to 5% of the amount of the installment, but in no
      event more than permitted by applicable law, Lessee may from time to time make
      telephone requests for, and Lessee hereby authorizes, Lessor or its agents
      to
      make and draw checks or drafts on a checking account to be designated by Lessee,
      payable to Lessor or order, to pay rent and other amounts due hereunder, plus
      Lessor’s standard per item fee for making and drawing such


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    check
      or
      draft not to exceed the maximum amount permitted by law. Lessor may rely on
      any
      such request made by a person it believes has authority to make such request
      on
      behalf of the Lessee. Payments received shall be applied by Lessor in such
      order
      of applications as Lessor shall determine in its sole discretion. Lessee has
      deposited or will deposit with Lessor the sum shown as “Security Deposit”, if
      any, on each Schedule as a security deposit and not as advance rent. Upon the
      occurrence of any Event of Default, Lessor may, at its option, apply any
      security deposit to any amounts owed under this lease, Lessor shall return
      any
      remaining balance of the security deposit(s), if any, without interest, to
      Lessee if and only if Lessee has fulfilled all of its obligations under this
      lease.

    


    5.           
      TAXES, FEES AND LESSOR’S EXPENSES. In addition to the rent, Lessee agrees to
      promptly pay when due, or reimburse Lessor upon receipt of Lessor’s invoice, all
      fees, assessments, charges and sales, use, property, excise and other taxes
      paid, payable or required to be collected by Lessor, however designated, which
      are levied or assessed by any governmental authority on the rent, this lease
      or
      the Equipment or its purchase, ownership, use, lease, sale or value, together
      with any penalties or interest in connection therewith. Lessor shall file all
      personal property tax returns and pay all such taxes when due and Lessee shall
      reimburse Lessor thereof and file all returns required to be filed by Lessee.
      Upon request by Lessor, Lessee shall prepare and file all tax returns relating
      to taxes for which Lessee is responsible hereunder which Lessee is permitted
      to
      file under the laws of the applicable taxing jurisdiction. Lessee shall promptly
      pay all costs, charges, expenses and obligations of every kind and nature
      incurred by or on behalf of Lessor regarding the importation, shipment,
      delivery, possession, use, lease, tax treatment, return, repossession, storage
      and transfer if any item of Equipment. In addition, Lessee agrees to pay Lessor
      a fee, in an amount determined by Lessor, not to exceed the maximum amount
      from
      time to time permitted by applicable law, for any check or automatic payment
      withdrawal request that is returned to Lessor because of insufficient funds
      available in Lessee’s account or a stop payment. If Lessor, in its discretion,
      pays any tax, fee, charge or other amount described in this paragraph, Lessee
      shall reimburse Lessor therefore on demand, together with Lessor’s
      administrative and other costs of paying and invoicing such amounts and if
      Lessee fails to pay Lessor any such amount is within ten (1) days of such
      demand, Lessee shall pay interest thereon until paid at the rate of 18% per
      annum or the maximum rate allowable by law, whichever is less.

    


    6.           
      LESSOR DISCLAIMER OF WARRANTIES, LESSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
      AS TO THE CONDITION, MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF,
      THE ABSENCE OF ANY CLAIM OF INFRINGEMENT OR THE LIKE WITH RESPECT TO, OR ANY
      OTHER MATTER CONCERNING, TH EQUIPMENT AND EXPRESSLY DISCLAIMS ANY SUCH
      WARRANTIES OR ANY OTHER WARRANTIES IMPLIED BY LAW. LESSOR MAKES NO WARRANTIES
      WITH RESPECT TO ANY PATENT, COPYRIGHT, TRADEMARK, TRADE NAME OR TITLE RELATING
      TO THE EUQIPMENT OR LESSEE;S RIGHTS TO ANY SUCH INTELLECTUAL, PROPERTY, LESSEE
      HEREBY WAIVES ANY CLAIM IT MIGHT HAVE AGAINST LESSOR FOR ANY LOSS, DAMAGE OR
      EXPENSE


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CAUSED
      BY
      THE EQUIPMENT OR BY ANY DEFECT THEREIN, OR BY THE USE OR MAINTENANCE OF, OR
      SERVICING OR ADJUSTMENT TO, THE EQUIPMENT AND, AS TO LESSOR, LEASES THE
      EQUIPMENT AS-IS AND WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, LESSOR
      WILL NOT BE LIABLE FOR ANY LOSS OR INTERRUPTION OF OR DAMAGE TO LESSEE’S
      BUSINESS ON ACCOUNT OF ANY MECHANICAL FAILURE OR DELAY IN CONNECTION WITH THE
      FURNISHING OR USE OF THE EQUIPMENT. Lessee acknowledges that Lessor is not
      a
      dealer or manufacturer of Equipment of any kind and is not the seller of the
      Equipment, and that each unit of Equipment is of a type, size, design and
      capacity selected solely by Lessee. Lessee also acknowledges that Lessor
      supplies the Equipment without any obligation to install test, erect, service
      or
      maintain the Equipment. If the Equipment is not properly installed does not
      operate as represented or warranted by the manufacturer or seller thereof,
      or is
      unsatisfactory for any reason. Lessee shall make any claim on account thereof
      solely against the manufacturer or seller and no such occurrence shall relieve
      Lessee of any if its obligations under this lease. The only warranty applicable
      to any Equipment is the manufacturer’s warranty, if any (in the case of new
      Equipment) and Lessor makes no warranty to Lessee. Lessee acknowledges receipt
      of the manufacturer’s warranty with respect to any new Equipment. So long as
      Lessee is not in default under this lease, Lessor assigns to Lease any
      manufacturer’s, seller’s, or other warranty, whether express or implied, on the
      Equipment and any claim that Lessor may have as owner of the Equipment against
      the manufacturer or supplier or any other person. All claims or actions on
      any
      warranty shall be made or prosecuted by Lessee, at its sole expense, and Lessor
      shall have no obligations whatsoever to make any claim on such warranty. Lessor
      is not liable for any modification, breach or rescission of any warranty or
      service agreement. Any agreement that Lessee may have with any third party,
      including any manufacturer or vendor, relating to services shall be separate
      and
      distinct from this lease and Lessor shall not have any obligations thereunder.
      Lessee acknowledges that this lease constitutes a “finance lease” under UCC
      Article 2A in all respect, and that Lessor’s sole obligations to Lessee
      hereunder is not to interfere with Lessee’s quiet enjoyment of the Equipment so
      long as Lessee is not in default hereunder. Subject to the foregoing sentence
      and to the extent permitted by law, lessee unconditionally and irrevocably
      waives any and all rights and remedies against Lessor at law or in equity
      (including without limitation, any rights and remedies granted Lessee under
      Article 2A of the Uniform Commercial code and/or the right to reject any
      Equipment or repudiate this lease). Lessee agrees that Lessor assumes no
      liability for and makes no representation as to the treatment by Lessee of
      this
      lease, the equipment or the rent payments for financial statement or tax
      purposes. In the event that there is a material adverse change in Lessee’s
      financial condition, as determined by Lessor, prior to Lessor’s payment for any
      Equipment to be leased hereunder, Lessee agrees that Lessor shall have no
      obligations to purchase such Equipment and lease it to Lessee.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    7.           
      DELIVERY, OWNERSHIP, LOCATION AND INSPECTION. Lessee shall pay for all
      transportation, insurance and any other charges with respect to delivery and
      installation of the Equipment. The Equipment shall at all times remain the
      property of Lessor. Lessee shall have no right, title or interest in the
      Equipment, except as set forth herein. Lessee at its expense shall protect
      and
      defend the title and interest of Lessor and keep the Equipment free of all
      claims and liens other than claims and liens created by or arising through
      the
      Lessor. The Equipment shall remain personal property regardless of it attachment
      to realty and Lessee agrees to take such action at its expense as may be
      necessary to prevent any third party from acquiring any interest in the
      Equipment. Lessee will provide a suitable place, within the continental United
      States, for the Equipment and shall not remove the Equipment from the Equipment
      Location without the prior written consent of Lessor, which consent shall no
      be
      in reasonably withheld. Lessor may inspect the Equipment and Lessee’s records
      relating to the Equipment at any time during regular business
      hours.

    


    8.           
      ADDITIONAL DOCUMENTS AND INFORMATION; COSTS AND EXPENSES. Lessee shall execute
      and deliver to Lessor such documents as Lessor may reasonable deem necessary
      to
      evidence or protect Lessor’s interests in the Equipment and Lessor’s rights
      under this lease. Lessee authorizes Lessor to file such instruments as may
      be
      necessary to protect Lessor’s interests in the Equipment (including financing
      statements and certificates of title) without Lessee’s signature and if such
      signature is required by law, Lessee appoints Lessor as Lessee’s
      attorney-in-fact to execute such items, in Lessee’s name. To the extent
      permitted by applicable law, upon demand, Lessee will reimburse and pay Lessor’s
      costs and expenses, including attorney’s fees and costs, with respect to the
      underwriting, documentation, making and any amendment and other modification
      of
      this lease and all related documents, including without limitation the costs
      of
      filing all financing statements and other perfection documents  and
      all amendments thereto, and confirmations, releases and terminations thereof,
      in
      all public offices in which Lessor may deem filing to be appropriate, obtaining
      and reviewing searches of filing offices and organizational records; obtaining,
      reviewing, negotiating and executing other documentation required by Lessor
      hereunder, requested by Lessee or otherwise deemed necessary or appropriate
      in
      connection with this lease and the related documents. Any document fee collected
      by Lessor in advance is intended to cover only Lessor’s costs of filing an
      initial financing statements against Lessee and of preparing this lease and
      the
      standard documents related to this lease; and additional costs,
      reimbursable  by Lessee, may be incurred in connection with the
      closing of this lease transaction or thereafter. Upon request by Lessor, Lessee
      shall verify in writing the location of the Equipment and provide Lessor with
      maintenance information regarding the Equipment. Lessee shall furnish Lessor
      with such financial information as Lessor may from time to time request. Lessee
      hereby warrants and represents that all financial statements heretofore and
      hereafter delivered to Lessor by or on behalf of Lessee have been and will
      be
      prepared in accordance with generally accepted accounting principles
      consistently applied, and all statements and data submitted to Lessor in
      connection with this lease shall be complete and accurate in all
      aspects.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    9.           
      INDEMNITY. Lessee shall hold Lessor harmless from, and pay to Lessor the amount
      of any fine, penalties or other amounts for which Lessor is held liable as
      a
      result of and any legal expenses Lessor has arising out of the use, condition,
      ownership or operation of any item of Equipment, including any claims made
      under
      the strict liability doctrine, and as a result of any lien, encumbrance or
      claim
      made on the Equipment by anyone, including the Lessee’s employees and agents.
      Lessee shall indemnify Lessor against, and hold Lessor harmless from, any and
      all claims, actions, damages (including reasonable attorney’s fees),
      obligations, liabilities and liens (including any of the foregoing arising
      or
      imposed without Lessee’s fault or negligence, or in connection with latent or
      other defects, or any claim for patent, trademark, or copyright infringement
      or
      under the doctrine of “strict liability”), imposed or incurred by or asserted
      against Lessor or its successors or assigns, arising out of the manufacture,
      purchase, lease, possession, operation, condition, return or use of the
      Equipment, by operation of law or by Lessee’s failure to comply with the terms
      of this lease. Upon written notice by Lessor of the assertion of any claim
      hereby indemnified against, Lessee shall assume full responsibility for the
      defense thereof.

    


    10.           
      USE AND REPAIRS. Lessee shall use the Equipment within its recommended
      capacities and only for the purpose(s) for which it was designed. Lessee shall
      comply with all laws, regulations and ordinances relating to the possession
      and
      use of the Equipment including, without limitation, job safety, health, fire
      and
      environmental laws applicable to the Equipment, Lessee will maintain the
      Equipment in good repair, condition and working order and will furnish all
      parts
      and services required thereof, all at its expense, ordinary wear and tear
      expected. Lessee shall at its expense, make all modifications and improvements
      to the Equipment required by law, and shall not make other modifications or
      improvements without the prior written consent of Lessor. All parts,
      modifications and improvements to the Equipment shall, when installed or made,
      immediately become the property of Lessor and part of the Equipment doe all
      purposes.

    


    11.           
      LOSS OR DAMAGE. Lessee hereby assumes and shall bear the entire risk of loss,
      theft, damage or destruction of all or any items of the Equipment from any
      cause
      whatsoever; and no loss, theft, damage or destruction of all or any item of
      the
      Equipment shall relieve Lessee of its obligation to pay rent or of any other
      obligation under this lease, which shall continue in full force and effect,
      notwithstanding such loss, theft, damage or destruction. The risk of loss shall
      pass to Lessee on the earlier of (i) delivery of the Equipment to a carrier
      for
      shipment to Lessee or (ii) tender of the Equipment to Lessee, in the event
      of
      damage to any item of Equipment, Lessee shall immediately place the same in
      good
      repair (ordinary wear and tear expected), Lessee shall promptly notify Lessor
      of
      any loss, theft, material damage or destruction of the Equipment and , if Lessor
      determines that any item of Equipment is lost, stolen, destroyed, worn out
      or
      damaged beyond repair as a result of ordinary use, neglect, abuse or any other
      cause whatsoever, Lessee at the option of Lessor, will: (a) replace the same
      with similar Equipment in good repair, or (b) pay to Lessor; (i) all rent and
      other amounts due from Lessee hereunder with respect to such item but unpaid
      at
      the date of such payment plus 9ii) all rent with respect to such item of the
      balance of the term of this lease not yet due at the time of such payment,
      discounted from the respective dates installment payments would be
      due,


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    at
      the
      rate of 3% per annum, plus (iii) the greater of (x) ten percent of the Total
      Cost related to such item as set forth in the Schedule, or (y) Lessor’s
“Anticipated Residual Value” of such item of Equipment, as determined by the
      books of Lessor as of the Commencement Date of the applicable Schedule, or
      (z)
      the Mandatory Purchase Price of such item, if applicable. Upon payment of such
      amount in immediately available funds to Lessor, such item shall become the
      property of Lessee. Lessor will transfer to Lessee, without recourse or
      warranty, all of Lessor’s right, title and interest therein, the rent with
      respect to such item shall terminate, and the basic rental payments on the
      remaining items shall be reduced accordingly. Lessee shall pay any sales and
      use
      taxes due on such transfer. Any insurance or condemnation proceeds received
      shall be credited to Lessee’s obligation under this paragraph, in such order of
      application as Lessor, in its sole discretion, they determine, and Lessor shall
      be entitled to any surplus.

    


    12.           
      INSURANCE. Lessee shall obtain and maintain on or with respect to the Equipment
      at its own expense (s) liability insurance insuring against liability for bodily
      injury and property damage with a minimum limit of $1,000,000.00 combined single
      limit or such greater amount as may be set forth in my Schedule or as may be
      prescribed by any applicable state law specifying minimum insurance
      requirements, and (b) physical damage insurance insuring against loss or damage
      to the Equipment in an amount not less than the full replacement value of the
      Equipment. Lessee shall furnish Lessor with a certificate of insurance
      evidencing the insurance of a policy or policies to Lessee in at least the
      minimum amounts required herein naming Lessor as an additional insured
      thereunder for the liability coverage and as loss payee for the property damage
      coverage. Each such policy shall be in such form, including a maximum
      deductible, and with such insurers may be satisfactory to Lessor, and shall
      contain a clause requiring the insurer to give to Lessor at least 30 days’ prior
      written notice of any alteration in the terms of such policy or the cancellation
      thereof, and a clause specifying that no action or misrepresentation by Lessee
      shall invalidate such policy. Lessor shall be under no duty to ascertain the
      existence of or to examine any such policy or to advise Lessee in the event
      any
      such policy shall not comply with the requirements hereof, Lessee hereby
      appoints Lessor as Lessee’s attorney-in-fact to make claim for, receive payment
      of, and execute and endorse all documents, checks or drafts for loss or damage
      under any such insurance policy. In the event Lessee fails to procure, maintain,
      pay for or provide Lessor with evidence of the insurance required by this lease,
      or to pay any fees, assessments, charges or taxes as required in this lease.
      Lessor shall have the right, but not be obligated, to obtain insurance covering
      Lessor’s interest in the Equipment from an insurer of Lessor’s choice, or pay
      said fees, assessments, charges and taxes, as the case may be. In that event,
      Lessee shall reimburse Lessor upon demand for the cost thereof together with
      interest until paid at the rate of 18% per annum or the maximum rate allowable
      by law, which ever is less, and failure to pay the same shall constitute an
      Event of Default under this lease. At Lessor’s discretion, Lessor may add all
      costs of acquiring and maintaining any insurance provided for herein, including
      without limitation all premiums therefore and all premium finance charges,
      documentation fees, tracking fees and all other fees and charges incurred by
      Lessor in connection therewith, plus fees for Lessor’s  services in
      placing and maintaining such insurance 9all such premiums, costs, fees and
      charges are referred to herein, collectively, as the “Insurance Charge”), to the
      amounts due from


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Lessee
      under this lease. Lessee will pay the Insurance Charge in equal installments
      allocated to the remaining Rental Payments due under this lease (plus interest
      on such allocation at 17% per annum or the maximum rate allowable by law,
      whichever is less). NOTHING IN THIS LEASER WILL CREATE AN INSURANCE RELATIONSHIP
      OF ANY TYPE BETWEEN LESSOR AND ANY OTHER PERSON.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    13.           
      RETURN OF THE EQUIPMENT. Unless Lease purchases the Equipment or the term of
      this lease has been extended or renewed, each strictly in accordance with the
      terms and conditions set forth in this lease, upon the expiration or earlier
      or
      earlier termini nation of this lease. Lessee shall, at its sole expense and
      risk, de-install disassemble, pack, crate, insure and return the Equipment
      to
      Lessor (all in accordance with applicable industry standards) or any location
      in
      the continental United States selected by Lessor. The Equipment shall be in
      the
      same condition as when received by Lessee, reasonable wear and tear resulting
      from normal and proper use excepted (and, if applicable, in the condition set
      forth in the Schedule or any rider or addendum thereto), shall be in good
      condition and working order as required by this lease, shall be free and clear
      of any liens, shall comply with all applicable laws and regulations and shall
      include all manuals, specifications, repair and maintenance records and similar
      documents. Until any Equipment is returned as required above, all terms of
      this
      lease shall remain in full force and effect with respect thereto including,
      without limitation, obligations to pay rent and to insure and repair such
      Equipment.

    


    14.           
      DEFAULT. Each of the following events shall constitute an “Event of Default”
hereunder; (a) Lessee shall fail to pay any installment of rent or other payment
      required hereunder when due; (b) Lessee shall fail to observe or perform any
      other covenant or agreement to be observed or performed by Lessee hereunder
      and
      such failure continues for ten (10) days following written notice thereof by
      Lessor or Lessee; (c) Lessee or any guarantor of this lease or any partner
      of
      Lessee if Lessee is a partnership shall cease doing business as a going concern
      or make an assignment for the benefit  of creditors; (d) Lessee or any
      guarantor of this lease or any partner of the Lessee if Lessee is a partnership
      shall admit in writing an inability to pay debts as they come due, authorize
      or
      voluntarily file, or have filed against it involuntarily, a petition for
      liquidation, reorganization, adjustment of debt , or similar relief under the
      federal bankruptcy code or any other present or future federal or
      state  bankruptcy or insolvency law, or a trustee, receiver, or
      liquidator shall be appointed of it or of all or a substantial  part
      of its assets, (d) any individual Lessee, guarantor of this lease, or partner
      of
      Lessee of Lessee is a partnership shall die; (f) any representation or warranty
      made by Lessee or any guarantor of this lease shall prove to have been false
      or
      materially misleading when made: (g) an event of default shall occur under
      any
      other obligation Lessee or any guarantor of this leases owes to Lessor; (h)
      any
      material indebtedness of Lessee or any guarantor of this lease shall be
      accelerated following a default thereunder or, if any such indebtedness is
      payable on demand, payment thereof shall be depended; (i) if Lessee or any
      guarantor of this lease is a corporation, partnership or limited liability
      company, more than 50% of the guarantor of this lease shall consolidate with
      or
      merge into, or sell or lease all or substantially all of its assets to, any
      individual, corporation, or other entity; (k) Any guarantor shall repudiate,
      revoke or purport to revoke such guarantor’s guaranty of this lease or shall
      fail to observe or perform any of the obligations of guarantor under such
      guaranty; or (l) Lessee no longer occupies the premises where any Equipment
      subject to this leas is located, or the mortgage or owner of such premises
      asserts the right to take possession thereof or to exercise eviction or other
      remedies under the mortgage or lease of the premises.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    15.           
      REMEDIES. Upon the occurrence of an Event of Default and at any time thereafter,
      Lessor may , with or without terminating this lease, exercise any one or more
      of
      the following remedies as Lessor in its sole discretion may lawfully elect;
      (a)
      Upon written notice to Lessee terminate this lease and any or all schedules
      to
      this Master Lease; (b) Declare immediately due and payable ad recover from
      Lessee, as liquidated damages and not as a penalty, an amount equal to the
      sum
      of (i) all rent and other amounts then due and unpaid plus (ii) all rent and
      any
      other payments to become due hereunder for the full term of this lease
      discounted from their respective due dates at the rate of 3% per annum, plus
      (iii) the greater of (A) ten percent (10%) of the Total Cost related to the
      Equipment as set forth in the applicable schedule, or (B) Lessor’s “Anticipated
      Residual Value” of the Equipment, as determined by the books of Lessor as of the
      Commencement Date of the applicable Schedule, or (C) the
      Mandatory  Purchase Price of the Equipment, if applicable and such sum
      of items (i) through (iii) (“Lessor’s Damages”) shall thereupon become
      immediately due and payable without further notice or demand; provided, however,
      that upon the occurrence of an Event of Default specified
      in  paragraph 14 (d), such amount shall automatically become and be
      immediately due and payable without notice or demand of any kind and all rights
      of Lessee  to use the Equipment  shall terminate but Lessee
      shall be and remain liable as provided in this paragraph 15; (c) Proceed by
      appropriate court action to enforce performance by Lessee of the applicable
      covenants of this lease and/or recover damages for the breach thereof;
      (d)Whether or not this lease is terminated, repossess the Equipment wherever
      located, with or without notice to Lessee or legal process, and. for this
      purpose Lessor and/or its agents may enter upon any premises of or under the
      control or jurisdiction of Lessee or any agent of Lessee, without liability
      therefore to Lessee, and remove the Equipment; or upon demand by Lessor, Lessee
      agrees to deliver the Equipment to Lessor in accordance with paragraph 13;
      (c)
      Lessor may recover interest on the unpaid balance of Lessor's Damages from
      the
      date it becomes payable until fully paid at the rate of the lesser of 18% per
      annum or the highest rate permitted by law, and. may in any event recover legal
      fees and other expenses incurred by reason of an  Event of Default or
      the exercise of any remedy hereunder, including expenses of repossession,
      repair, storage, transportation, and disposition of the Equipment; (f) Lessor
      may extreme any other right or remedy available Io it by law or by agreement.
      In
      the event Lessor repossesses the Equipment, Lessor shall cither retain the
      Equipment in full satisfaction of Lessee'; obligation hereunder or use
      reasonable efforts to sell or lease each item of Equipment in such manner and
      upon such terms as Lessor may determine in its sole discretion. The proceeds
      of
      such sale or lease shall be applied to reimburse Lessor for Lessor's Damages
      and
      any additional amount due under clause (e) above. Lessor shall be entitled,
      to
      any surplus and Lessee shall remain liable for any deficiency. No remedy given
      in this paragraph is intended to be exclusive, and each shall be cumulative
      but
      only to the extent necessary to permit Lessor I o recover amounts for which
      Lessee is liable hereunder. No express or implied waiver by Lessor of any breach
      of Lessee's obligations hereunder shall constitute a waiver of any other breach
      of Lessee's obligations hereunder.

    


    16.           
      ASSIGNMENT, WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, LESSEE WILL NOT SELL,
      ASSIGN. SUBLET, PLEDGE, OR OTHERWISE ENCUMBER OR PERMIT A LIEN ARISING THROUGH
      LESSEE TO EXIST ON OR


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    AGAINST
      ANY INTEREST IN THIS LEASE OR THE EQUIPMENT. Lessor may assign its interest
      in
      this lease and sell or grant a security interest in all or any part of the
      Equipment without notice to or the consent of Lessee. If Lessee is given notice
      of such assignment, it shall acknowledge receipt of that notice in writing,
      Each
      assignee or mortgagee from Lessor shall have all of the rights, but none of
      the
      obligations, of Lessor under this lease, Lessee shall not assert against any
      assignee and/or mortgagee any defense, counterclaim or offset that Lessee may
      have against Lessor. Lessee's obligation to pay rent to the assignee shall
      be
      absolute and unconditional and shall not be subject to any defense or
      offset.

    


    17.           
      NON-CANCELABLE AND UNCONDITIONAL OBLIGATION. This lease cannot be canceled
      or
      terminated except as expressly provided herein. This lease is a net lease and
      Lessee agrees that its' obligation to pay rent and. any other amounts payable
      hereunder is absolute and unconditional and shall not be subject to any
      abatement, reduction, setoff or defense of any kind, if any Schedule is deemed
      at any time to be a lease intended as security: (i) Lessee grants Lesser a
      senility interest in the Equipment to secure its obligations under this lease
      and all other indebtedness at any time owing by Lessee Io Lesser; (ii) Lessee
      agrees that upon the occurrence of an Event of Default, in addition to all
      of
      the other rights and remedies available to Lesser hereunder. Lesser shall have
      all of the right and remedies of a secured party under the Uniform Commercial
      Code; (iii) such Schedule shall be construed in a manner so that interest,
      the
      applicable interest rate or other charge shall not exceed, in any event, the
      maximum amount of time price differential, rate, interest or amount allowed
      by
      applicable law, and any excess payment will be applied to the payments due
      under
      such Schedule as a prepayment of principal, and any remaining excess will be
      refunded to Lessee; and (iv) if Lessee is an individual and the principal amount
      of such Schedule is $100,000 or more, such Schedule is made pursuant to Minn.
      Stat. Sec. 334.01.

    


    18.           
      INDEMNIFICATION FOR LOSS OF TAX BENEFITS, Lessor's loss of or loss of the right
      to claim, or recapture of, all or any part of the federal or state income tax
      benefits Lessor anticipated as a result of entering into this lease and owning
      the Equipment is referred to herein as a "Loss." If for any reason this lease
      is
      not a true lease for federal or state income tax purposes, or if for any reason
      (even though this lease may be a true lease) Lessor is not entitled to
      depreciate the Equipment for federal or state income tax purposes in the manner
      that Lessor anticipated when entering into this lease, and as a result Lessor
      suffers a Loss, then Lessee agrees to pay Lessor, as additional Basic Rent
      under
      this lease, a lump-sum amount which, after the payment of all federal, state,
      and local income taxes on the receipt of such amount, and using the same
      assumptions as to tax benefits and other matters Lessor used in originally
      evaluating and pricing this lease, will in the reasonable opinion of Lessor
      maintain Lessor's net after-tax rate of return with respect to this lease at
      the
      same level it would have been if such Loss had not occurred. Lessor will notify
      Lessee of any claim that may give rise to indemnity hereunder. Lessor shall
      make
      a reasonable effort to contest any such claim but shall have no obligation
      to
      contest such claim beyond the administrative level of the Internal Revenue
      Service or other taxing authority. In any event, Lessor shall control all
      aspects of any settlement and contest. Lessee agrees to the legal fees and
      other
      out-out-pocket


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    expenses
      incurred by Lessor in defending any such claim even if Lessor’s is successful.
      Notwithstanding the foregoing, Lessee shall have no obligation to inderonify
      Lessor for any Loss caused solely by (a) a casualty to the Equipment IF Lessee
      pays the amount Lessee is required to pay as a result of such casualty. (b)
      Lessor’s sale of the Equipment other than on account of an Event of Default
      hereunder. (c) failure of Lessor to have sufficient income to utilize its
      anticipated tax benefit, and (d) a change in tax law (including tax rates)
      effective after the Lease begins. For purpose of this paragraph, the term
“Lessor” shall include any member of an affiliated group of which Lessor is (or
      may become) a member if consolidated tax return are filed for such affiliated
      group for federal income tax purposes. Lessee’s indemnity obligations under this
      paragraph shall survive termination of the Lease

    


    19.           
      SURVIVAL OF INDEMNITIES, REPRESENTATION AND WARRANTIES; CROSS DEFAULT. All
      representatives, warranties and indemnities of Lessee made or agreed to in
      this
      lease and any certificates delivered in connection herewith shall survive
      expiration or termination of this lease. Lessee hereby agrees that any default
      by Lessee in the payment of rent or performance of any term or condition of
      any
      lease or loan between Lessee and Lessor, or under and Schedule, whether
      previously or hereafter entered into, shall at the option of Lessor constitute
      an Event of Default in all leases, loans or Schedules, including this
      lease.

    


    20.           
      GOVERNING LAW AND CONSTITUTION. This lease shall in all respects by governed
      by,
      and construed in accordance with, the laws of the State of Minnesota without
      giving effect to conflict of laws provisions; provided that any interest and
      finance charges hereunder shall be governed by federal law and, to the extent
      applicable, the substance laws of the State of Minnesota. Lessee herby consents
      to jurisdiction and venue of the federal or state courts sitting in the State
      of
      Minnesota for purposes of resolving all dispute of any nature whatsoever
      regarding the lease, or any transaction contemplated hereby, and Leases hereby
      waives objection which it may now or hereafter have to the laying of
      jurisdiction, or venue in the federal courts of Minnesota Lessor and Lessee
      agree that a summons and complaint commencing an action or proceeding in an
      such
      court be properly served and shall confirm personal jurisdiction if served
      personally, by certified mail to it at its address designated pursuant to the
      lease, or as otherwise provided under the respective rules of the state or
      federal courts of Minnesota. Any provision of this lease which may be prohibited
      or unenforceable in any in any jurisdiction shall not, as to such jurisdiction,
      invalidate the remaining provisions hereof and shall not invalidate or render
      unenforceable such provision in any other jurisdiction. Lessee agrees that,
      at
      Lessor’s sole elections and determination, Lessor may select an alternative
      forum, including arbitration or mediation, to adjudicate any dispute arising
      out
      of this lease. THE PATIES HERETO, AFTER CONSULTING (OR HAVING HAD AN OPPURTUNITY
      TO CONSULT) WITH COUNSEL OF THEIR CHIOCE, KNOWINGLY AND VOLUNTARYILY WAIVE
      ANY
      RIGHT TO TRAIL BY JURY IN ANY ACTION OR PROCEEDINGS RELATING TO THTIS LEASE,
      INCLUDING ANY LITIGATION REGARDING THE ENFORCEMENT OF THIS LEASE OR ANY RELATED
      AGREEMENT.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    21           
      LESSEE REPRESENTATIONS AND WARRANTIES, Lessee represents and warrants to Lessor
      with regard to this lease that: (a) The execution, delivery, and performance
      of
      this lease has been duty authorized by all necessary action on the part of
      Lessee and this lease constitutes a valid and binding obligation of Lessee
      enforceable against Lessee in accordance with its terms; (b) The individual
      executing this lease on behalf of Lessee is duly authorized; (c) Neither the
      execution or delivery by Lessee of this lease, nor the performance thereof
      by
      Lessee, conflicts with results in a breach of or constitutes a default or
      violation of Lessee’s applicable organizational documents including as
      applicable, its Certificate of Incorporation, By-Laws, articles of organization,
      operating agreement or partnership agreement applicable law court order or
      any
      agreement other instilment to which Lessee is a party or by which it is bound;
      (d) Lessee is duly organized and in good standing in its state of organization
      does not do business under a trade or assumed name is duly qualified to do
      business in each jurisdiction where the Equipment is located and where such
      qualification is required; (e) No approval consent or authorization is required
      from any governmental authority with respect to the execution, delivery or
      performance of this lease, or if any such approval, consent or authorization
      is
      required, it has been obtained; and (f) Each item of Equipment is leased and
      will used solely for business purposes, and the Equipment will not be used
      for
      personal, family, or household purposes.

    


    22.           
      MISCELLANEOUS. This lease constitutes the entire agreement between Lessee and
      Lessor with respect to the Equipment and there is no understanding or agreement,
      oral or written, which is not set forth herein. This lease may not be amended
      or
      modified except by a writing signed by Lessor and Lessee and shall be binding
      upon and inure to the benefit of the parties hereto, their permitted successors
      and assigns. Any written notice hereunder to Lessee or Lessor shall be deemed
      to
      have been given personally or deposited in the United States mails, certified
      or
      registered mail, addressed set forth above or at such other address as may
      be
      substitute therefore by notice given pursuant to the terms hereof. In the event
      there is more than one Lessee named herein or in any Schedule, the obligations
      of each shall be joint and several. There shall be only one counterpart of
      the
      Master Lease and each Schedule and each shall bear the original signature of
      Lessee and be marked “Original.” To the extent that any Schedule constitutes
      chatiel paper (as that term is defined by the Uniform Commercial Code) a
      security or ownership interest intended to be created through the transfer
      and
      possession of the Schedule can be done only by the transfer of the “Original”
bearing the original signature of Lessor, Lessor in its sole discretion, may
      permit Lessee to deliver an executed copy of this lease and any document by
      telecopier transmission. Lessee hereby represents and agrees (a) that such
      transmission constitutes due delivery of such executed document, (b) that the
      counterpart of such executed document as printed by the recipient’s telcopier
      machine, including Lessee’s signature thereon, shall be deemed to constitute an
      original and shall be admissible in any court or other legal proceeding as
      original, and (c) to deliver to Lessor, promptly on request such document
      bearing Lessee’s original signature; provided that neither delivery nor failure
      to deliver the document  bearing Lessee’s original signature shall
      limit or modify the representations and agreements set forth in clauses (a)
      and
      (b) above. This lease shall not become effective or binding until executed
      by
      Lessor at its place of business in Minneapolis, Minnesota.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Our
      institution complies with Section 326 of the USA PATRIOT Act. This law mandates
      that we verify certain information about you while processing your account
      application.

    


    
      	
              Lessor:

            	
              TCF
                Equipment Finance, Inc

            	 	
              By:

            	 	
              Title:

            	 
	
              Lessee:

            	
              Pool
                Press, Inc

            	 	
              By:

            	 	
              Matthew
                Sampson, President

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Equipment
      Schedule

    (Fair
      Market Purchase)

    
      	
              The
                “Lease”: Equipment Schedule Number 003-0505846-100 Dated July 10,2007 to
                Master lease Number 0505846L Dated July 10,2007

            
	
              “Lessee”

            
	
              Pools
                Press, Inc. 3485 Commercial Ave, Northbrook, IL 60062

            
	
              “lessor”

            
	
              TCF
                Equipment Finance, Inc. 11100 Wayzata Blvd, Suite 801, Minnetonka
                , MN
                55305

            


    

    


    This
      Equipment Schedule (this “Schedule”) is entered into pursuant to and incorporate
      the terms of the Master Lease identified above (except as expressly modified
      by
      this Schedule) between Lessor and Lessee (the “Master Lease” and together with
      this Schedule, this “Lease”). Upon the execution and delivery by Lessor and
      Lessee of this Schedule, Lessee’s execution and delivery to Lessor of a Delivery
      and Acceptance Certificate for the Equipment describe d below, and satisfaction
      of all Lessor’s requirements on or before the date that Lessor’s credit approval
      shall expire with respect to this lease, Lessor hereby leases to Lessee, and
      Lessee hereby leases from Lessor, the equipment upon the terms conditions of
      this Lease. All capitalized terms not otherwise defined in this Schedule shall
      have the meanings assigned in the Master Lease.

    


    SUMMARY
      OF TERM AND RENTAL PAYMENTS:

    
      	
              Commencement

              
                Date

                
                

              

              
              

            	
              Rent
                Payment Period Monthly

            	
              Initial
                Term

               60
                Months

            	
              Each
                Rent Payment $1,945.00 plus applicable taxes except financed sales
                tax
                included in Total Cost

            	
              Interim
                Rent Daily Factor 0.0299%

            	
              Advance
                Rent Payment N/A
                for Installments N/A

            	
              Security
                Deposits N/A

            	
              Total
                Cost $101,050.00

            


    

    EQUIPMENT,
      PERSONAL PROPERTY, SERVICES AND/OR SOFTWARE:

    
      	
              Description
                (including features)

            	
              Location

            
	
              PTR
                8300E Package with Truflow Standard and Dual Core Server together
                with all
                attachments accessories thereto

            	
              3485
                Commercial Ave. Northbrook IL,
                60062

            


    

    


    Each
      rent
      Payment shall be payable to arrears commencing on the date that is one Rent
      Payment Period after the Commencement Date and on the same day of each
      subsequent Month for the initial Term and any renewal term.

    Upon
      any
      return of Equipment to Lessor pursuant to the terms of this Lease, Lessee shall
      pay to Lessor a restocking fee shall be payable on demand and may, at Lessor’s
      option,


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    be
      included in Lessor’s final invoice to Lessee, collected by Lessor at the time
      the Equipment is returned or otherwise demanded by Lessor.

    


    The
      following additional provisions are applicable to the Equipment covered by
      this
      Lease only:

    
      	
               

            	
              1.

            	
              So
                long as this Lease has not been terminated early and no Event of
                Default
                exists, upon expiration of the initial Term (“Lease End”), Lessee may
                purchase all, but not less than all, of the Equipment for the fair
                market
                value of the Equipment, as mutually determined by Lessor and Lessee,
                plus
                all sales and use taxes arising on the sale of the Equipment. To
                exercise
                the foregoing purchase option, Lessee must give written notice thereof
                to
                Lessor at least 90 days and no more than 120 days prior to Lease
                End. If
                Lessee fails to give such notice, or if the parties cannot agree
                on the
                Fair Market Value of the Equipment 60 days before Lease End, then
                the
                purchase option shall lapse. If the purchase option lapses, then
                at least
                30 days before Lease End or the end of any renewal term, Lessee must
                give
                Lessor of its intent to return the Equipment and request return location
                instructions. If lessee fails to give such notice , or gives notice
                but
                fails to rerun the Equipment in accordance with Section 13 of the
                Master
                Lease, this Lease will automatically renew, at the same rental and
                other
                terms set forth in this Lease, for additional successive noncancelable
                12
                month terms after the Initial Tern Until timely written notice of
                return
                and a proper return of the Equipment is made


            


    

    
      	
               

            	
              2.

            	
              If
                Lessee gives timely notice of election to purchase the Equipment
                as
                provided in paragraph 1 and fails to timely pay the purchase price,
                then
                Lessor may, in its sole discretion, by written notice to Lessee (a)
                treat
                the Equipment as purchased and enforce payment of the purchase price,
                or
                (b) declare a failure to meet the purchase conditions whereupon Lessee’s
                intrest in the Lease and Equipment shall terminate automatically
                and
                lessee shall return the Equipment in accordance with Section 13 of
                Master
                Lease. 

            


    

    
      	
               

            	
              3.

            	
              Upon
                Lessee’s exercise of the purchase price plus applicable sales and use tax
                and any rent or other amount owing under this Lease, the Equipment
                will be
                deemed transferred to Lessee at its then location and, on Lessee’s request
                at such time, Lessor will deliver to Lessee a bill of sale for the
                Equipment, “WHERE IS, AS IS” WITHOUT ANY WARRANT AS TO TITLE OR WITH
                RESPECT TO THE EQUIPMENT, EXPRESS OR IMPLIED.


            


    

    


    


    
      	
              Lessor

            	
              TCF
                Equipment

            	
              By

            	
              _______________

            	
              Title:

            	
              ______

            
	
              Lessee:

            	
              Pools
                Press, Inc

            	
              By:

            	
              _______________

            	
              Mathew
                Sampson, President

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	
              Delivery
                and acceptance Certificate

            


    

    


    
      	
              The
                “Lease”: Equipment Schedule Number 003-0505846-100 Dated July 10,2007 to
                Master lease Number 0505846L Dated July 10,2007

            
	
              “Lessee”

            
	
              Pools
                Press, Inc. 3485 Commercial Ave, Northbrook, IL 60062

            
	
              “lessor”

            
	
              TCF
                Equipment Finance, Inc. 11100 Wayzata Blvd, Suite 801, Minnetonka
                , MN
                55305

            


    

    


    This
      Certificate relates to the equipment (the “Equipment”) that is described in the
      Lease.

    


    Pursuant
      to the Lease, Lessee acknowledges that the Lessor has acquired the Equipment
      in
      connection with the Lease and Lessee has either received a copy of the purchases
      agreement with vendor of the Equipment on or before signing the Lease or has
      approved such purchases.  Lessee herby represents warrants and
      certificates that (i) all of the Equipment has been delivered to Lessee at
      the
      equipment Location set forth in the Lease and has been installed, tested and
      inspected by Lessee or duly authorized representatives of Lessee, (ii) the
      Equipment Description set forth in the Lease is complete and correct, (iii)
      the
      Equipment is exactly what Lessee ordered, is in good working order, is
      satisfactory in all respects and has been accepted by Lessee has made a deposit
      to the Equipment vendor(s), by signing this Certificate, Lessee hereby transfers
      all of Lessee’s right , title and interest in and to the Equipment to Lessor,
      whether or not Lessee has been reimbursed for the deposit(s), Lessee
      acknowledges that Lessor shall have sole and exclusive title to all of the
      Equipment.

    


    IMPORTANT:
      LESSEE SHOULD SIGN RHIS CERTIFICATE ONLY AFTER LESSEE HAS RECEIVED AND IS
      COMPLETELY SATISFIED WITH THE EQUIPMENT BY SIGNING THIS CERTIFICATE, LESSEE
      (1)
      IS IRREVOCABLY ACCEPTING THE EQUIPMENT, (2) BECOMES ABSOLUTELY AND IRREVOCABLY
      OBLIGATED TO LESSOR UNDER THE LEASE, AND (3) MAY NOT THEREAFTER REJECT THE
      EQUIPMENT, CANCEL OR TERMINATE THE LEASE OR DENY ANY STATEMENT MADE IN THIS
      CERTIFICATE FOR ANY REASON WHATSOEVER.

    


    
      	
              Acceptance
                Date:

            	 


    

    


    


    
      	
              Lessee:

            	
              Pools
                Press, Inc.

            	 	
              By:

            	 	
              Matthew
                Samspon, President