javo_10q-dispenserla.htm


    Exhibit
10.1

     

    Javo
Dispenser, LLC

     

    MASTER
EQUIPMENT LEASE AGREEMENT

     

    
      
        
          	
                  1.

                	
                  LEASE-OWNERSHIP.  On
      and subject to the terms and provisions hereof, JAVO DISPENSER, LLC, a
      Delaware limited liability company ("Lessor") hereby agrees to lease to
      Javo Beverage Company, Inc., a Delaware corporation ("Lessee"), and Lessee
      hereby agrees to lease from Lessor, the personal property and equipment
      described in each Schedule of Equipment executed and delivered by Lessor
      and Lessee from time to time pursuant to this Master Equipment Lease
      Agreement (the "Agreement"), together with all repairs, refurbishments,
      replacements and substitutions thereof (collectively, the "Equipment").
      Each Schedule of Equipment shall be substantially in the form attached
      hereto as Exhibit A, which is hereby incorporated herein by this
      reference, and shall contain any additional terms and conditions as may be
      mutually agreed upon by Lessor and Lessee. Each such Schedule of Equipment
      shall constitute a separate lease, and may hereafter be referred to as a
      "Lease." All Leases evidenced by Schedules of Equipment executed and
      delivered pursuant to this Agreement shall commence on or before July 30,
      2007, and the maximum aggregate cost to Lessor of Equipment covered (i) by
      any Schedule of Equipment shall be not less than Twenty-Five Thousand
      Dollars ($25,000), and (ii) by all Schedules of Equipment shall not exceed
      Two Million Dollars ($2,000,000). THIS IS A NON-CANCELLABLE LEASE FOR THE
      TERM INDICATED. THIS TRANSACTION IS NOT A SALE OR A LOAN. The Equipment
      is, and shall at all times herein remain, the personal property of Lessor
      notwithstanding the fact that it may become affixed to realty or
      improvements thereon, and the title thereto shall remain in Lessor; and
      Lessee shall have no right, title or interest therein or thereto except as
      expressly set forth in this
Agreement.

                


        

      

    

     

    
      
        	
                2.

              	
                SELECTION OF EQUIPMENT
      - NO WARRANTIES -
ACCEPTANCE.

              


      

    

    
       

      
        	
              	
                a.

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

              


      

    

     

    
      
        	
              	
                b.

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

              


      

    

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    


     

    
      
        	
              	
                c.

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

              


      

    

     

    
      
        	
              	
                d.

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

              


      

    

    
       

      
        	
              	
                e.

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

              


      

    

     

    
      
        	
              	
                f.

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

              


      

    

     

    
      
        
          	
                  1.

                	
                  TERM. The term
      of each Lease subject to this Agreement shall commence, with respect to an
      item of Equipment, on the earlier to occur if (i) the date of acceptance
      of the Equipment, as set forth in the Schedule of Equipment applicable to
      such item of Equipment, or (ii) the date on which the installation of such
      item of Equipment has been completed, as certified in a certificate of
      installation of the supplier or vendor of such item of Equipment, and
      shall expire, unless sooner terminated or extended as provided herein, on
      the last day of the term set forth in such Schedule of
      Equipment.

                


        

      

    


    
      
         


      

      
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                2.

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

              


      

    

     

    
      
        	
                3.

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

              


      

    

    
       

      
        	
                4.

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

              


      

    

     

    
      
        	
                5.

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

              


      

    

     


    
      
         


      

      
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                6.

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

              


      

    

     

    
       

      
        	
                 
      

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

              


      

       

      


    

     

     

    
 

    
      
         


      

      
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    (ii) to
satisfy all or a portion of Lessee's rental obligations hereunder. Lessee shall
be responsible for making all insurance claims and prosecuting any other claims
or actions which may arise in connection with the loss, theft, destruction or
damage beyond repair of any item of the Equipment. Lessor shall not be obligated
to undertake, by litigation or otherwise, the collection of any insurance or
other claim against any person for loss of or damage to the
Equipment.

     

    
      
        	
                7.

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

              


      

    

     

    
      
        	
                8.

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

              


      

    

     


    
      
         


      

      
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                9.

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

              


      

    

     

    
      
        	
                10.

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

              


      

    

     


    
      
         


      

      
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                11.

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

              


      

    

     

    
      
        	
                12.

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

              


      

    

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


     

    
      
        	
              	
                a.

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

              


      

    

     

    
      
        	
              	
                b.

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

              


      

    

    
       

      
        	
              	
                c.

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

              


      

    

     

    
      	
            	
              i.

            	
              Lessor
      may place the Equipment in protective custody at Lessee's expense for the
      balance of the term of this Lease or any portion thereof;
    or

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
            	
              ii.

            	
              Lessor
      may re-lease the Equipment at such rental and upon such terms and
      conditions as Lessor in its sole discretion deems reasonable, or may sell
      or attempt to sell the Equipment at public or private sale for cash or on
      credit, at such price and upon such terms as Lessor in its sole discretion
      deems reasonable. Any attempts on the part of Lessor to re-lease or sell
      the Equipment shall not be deemed a waiver of Lessor's rights to
      accelerate all sums due or to become due under this Lease as provided for
      above. In the event of such re-leasing of the Equipment, or the sale of
      the Equipment, Lessee shall forthwith pay to Lessor any deficiency
      remaining which deficiency shall be computed as the total of unpaid rent
      for the remaining term of this Lease, plus any other sums due pursuant to
      any other provision of this Lease, plus all costs of collection, including
      but not limited to costs of repossessing, transporting, and storing the
      Equipment, plus reasonable attorneys' fees if services of attorneys are
      utilized hereunder, plus all costs of repairing, reconditioning,
      reselling, or otherwise disposing of the Equipment, including but not
      limited to reasonable commissions paid or payable to Lessor's employees or
      agents for re-leasing or selling the Equipment, plus any other costs of
      collection (or if suit has been filed, the total amount of all sums prayed
      for in the complaint) (or if judgment has been entered, the total amount
      of the judgment, plus interest and costs after judgment), less the total
      rentals to be received under any lease covering the re-leasing of the
      Equipment during the balance of the existing term of the Lease, or the
      total proceeds realized upon the sale of the Equipment. In the event that
      the Equipment is disposed of by any installment agreement or by the
      re-leasing of the Equipment, or by successive installment contracts or new
      leases thereafter with successive purchasers or lessees, none of such
      resales or leases shall release Lessee from liability hereunder, but
      Lessee's liability hereunder for any deficiency as computed hereunder
      shall continue until Lessor shall have received in cash from such new
      leases or sales the full amount due under the Lease;
  or

            


    

     

    
      	
            	
              iii.

            	
              
                
                
iii.
      Lessor
      may take possession of the Equipment for its own use and benefit in full
      satisfaction of Lessee's rental obligation hereunder; provided that Lessor
      shall not be deemed to have taken possession of the Equipment for its own
      use until Lessor notifies Lessee that it does not intend to sell or
      re-lease the Equipment.

            


    

     

    
      
        	
              	
                a.

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

              


      

    

    
       

      
        	
              	
                b.

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

              


      

    

     

    In the
event that Lessee shall secure its performance hereunder by any security device
upon real or personal property, Lessor shall be entitled to resort to such
security after default hereunder by Lessee without waiving any of Lessor's
rights to concurrently or thereafter pursue any other remedy provided for in
this paragraph 14. Any repossession of the Equipment by Lessor or any other
action by Lessor under this paragraph shall not constitute a termination of
Lessee's obligations under this Agreement or any Lease unless Lessor so notifies
Lessee in writing. In the event that the obligations of Lessee hereunder are
guaranteed by any guarantor or guarantors, Lessor shall not be obligated to
proceed against any such guarantor or guarantors before resorting to its
remedies against Lessee hereunder. Notwithstanding any such action that Lessor
may take, including the taking of possession of any or all of the Equipment,
Lessee shall remain liable for the full performance of any and all of its
obligations hereunder.

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


     

    In
addition to all of the foregoing, Lessee shall pay to Lessor all costs and
expenses, including reasonable attorneys' fees and disbursements, incurred by
Lessor in exercising any of its rights or remedies hereunder. In the event that
Lessor or Lessee institutes any action hereunder, this Lease shall be deemed to
have been entered into at the offices of Lessee in Vista, San Diego County,
California, and all performance on the part of Lessee, including the payment of
all sums due hereunder, shall be deemed to have been required to be performed by
Lessee at the offices of Lessee in Vista, San Diego County,
California.

     

    
      	
              1.

            	
              NOTICES.  Any
      written notice or demand under this Lease may be given to a party by
      mailing it to the party at its address set forth herein, or at such
      address as the party may provide the party giving notice in writing from
      time to time. Notice or demand so mailed shall be effective when deposited
      in the United States mail, duly addressed and with postage prepaid, or
      when personally delivered to a responsible officer of the party receiving
      notice.

            


    

     

    
      	
              2.

            	
              EQUIPMENT
      ACCEPTANCE NOTICE.  If, for any reason, Lessee fails to
      execute the Equipment Acceptance Notice in the form attached hereto as
      Exhibit C within ten (10) days after the receipt by Lessee of the
      Equipment, or should Lessee fail to execute said Equipment Acceptance
      Notice after Lessor, at its option, causes to be delivered like Equipment,
      due to the failure of the supplier to deliver same within a reasonable
      length of time, or should Lessee indicate its desire to cancel any Lease
      for any reason whatsoever prior to execution of the Equipment Acceptance
      Notice, Lessor, at its option, shall have the right to terminate and
      cancel such Lease.

            


    

     

    
      	
              3.

            	
              SEVERABILITY.  If
      any provision of this Agreement or any Schedule of Equipment is held
      invalid, such provision shall be deemed omitted, but the remaining
      provisions hereof or thereof, including the remaining default remedies,
      shall be given effect in accordance with the manifest intent
      hereof.

            


    

     

    
      	
              4.

            	
              EXPENSES
      OF ENFORCEMENT.  Lessee shall pay to Lessor all costs and
      expenses, including reasonable attorneys' fees and fees of collection
      agencies, incurred by Lessor in exercising any of its rights or remedies
      hereunder or in enforcing any of the terms or provisions
      hereof.

            


    

     

    
      	
              5.

            	
              ENTIRE
      AGREEMENT - WAIVER.  This instrument, together with the
      Schedules of Equipment and any other written instrument, document or other
      agreements executed by the parties hereto, or any document executed by
      Lessee pursuant to any executed agreement of the parties hereto, which
      refers to and/or secures the performance of this Lease, constitutes the
      entire agreement between Lessor and Lessee with respect to the subject
      matter hereof. Neither this Agreement nor any Schedule of Equipment may be
      amended, altered or changed except by written agreement signed by Lessor
      and Lessee. Waiver by Lessor of any provision hereof in one instance shall
      not constitute a waiver as to any other instance. This instrument
      supersedes all prior representations, understandings or agreements by and
      between the parties with respect to the subject matter hereof, and the
      parties rely only upon the contents hereof in executing this
      instrument.

            


    

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    
      	
              6.

            	
              RIGHT
      OF INSPECTION.  Subject to any applicable laws,
      regulations and rules, Lessor shall have the right, from time to time
      during reasonable business hours, or otherwise upon twenty-four (24) hours
      oral or written notice, to enter upon Lessee's premises or elsewhere for
      the purpose of confirming the existence, condition and the proper
      maintenance of the Equipment.

            


    

     

    
      	
              7.

            	
              TAX
      TREATMENT.  Lessee hereby acknowledges and agrees with
      Lessor that Lessor shall be entitled to, and shall have the sole right to
      utilize and claim and make elections for, the depreciation deductions
      provided by Section 168 of the Internal Revenue Code of 1986, as amended
      and in effect as of the date hereof ("Code"), or any similar or successor
      law, on each item of Equipment in the computation of federal, state and
      local tax returns and reports for each year during the term of each
      Lease.

            


    

     

    
      	
              8.

            	
              NATURE
      OF AGREEMENT.  It is expressly acknowledged and agreed
      that IT IS NOT THE INTENT OF THE PARTIES HERETO TO ENTER INTO OR CREATE A
      SECURITY AGREEMENT. This Agreement, and each Schedule of Equipment
      hereunder, is a lease and shall not be construed as a security agreement
      or as creating a security interest in the
  Equipment.

            


    

     

    
      	
              9.

            	
              PURCHASE
      OPTION.  Lessee shall have the right and option to
      purchase AS-IS-WHERE-IS the Equipment described in any Schedule of
      Equipment, at the expiration of the term of the Lease represented thereby,
      at a price equal to $1. The exercise of said option is subject to the
      conditions that Lessee shall have performed all of the terms and
      conditions of this Agreement, the Lease and of all other agreements
      between Lessor and Lessee, at the time and in the manner required therein,
      and neither an event of default nor an event which with due notice and/or
      lapse of time would constitute an event of default shall have occurred and
      be continuing under this Agreement, the Lease or any other such
      agreement.

            


    

     

    
      	
              10.

            	
              COMMERCIAL
      RISK.  Lessee shall bear all risks in the event the
      Equipment leased herein shall be unusable to Lessee for any reason
      whatsoever, including, but not limited to, GOVERNMENT REGULATIONS,
      OBSOLESCENCE OR COMMERCIAL FRUSTRATION. Lessee agrees to be bound by all
      provisions of this Agreement and the Lease should the Equipment be or
      become unusable for any reasons
whatsoever.

            


    

     

    
      	
              11.

            	
              MISCELLANEOUS.  Time
      is of the essence of this Agreement and of each Lease. If there is more
      than one Lessee named in a Lease, the liability of each shall be joint and
      several. Whenever the singular is used herein the plural is included, if
      applicable. The paragraph titles used herein are for convenience of the
      parties only and shall not be considered in construing the provision of
      this Agreement and the Leases.

            


    

     

    
      	
              12.

            	
              FURTHER
      ASSURANCES - ADDITIONAL SECURITY - FINANCING  STATEMENTS.  Lessee
      shall execute and deliver to Lessor, upon execution of each Lease, such
      instruments and assurances as Lessor deems necessary or advisable for the
      confirmation or perfection of this Agreement, each Lease, and Lessor's
      rights in and to the Equipment hereunder and thereunder. At Lessor's
      request, Lessee will execute whatever documents evidencing the interest of
      Lessor hereunder as Lessor deems necessary to protect such interest,
      including financing statements pursuant to the Uniform Commercial Code.
      Lessee further authorizes Lessor or its assignee or any subsequent
      assignee to file a financing statement signed only by Lessor or such
      assignee in all places where necessary to perfect Lessor's security
      interest in all jurisdictions where such authorization is permitted by
      law. Lessee shall cause such financing statements to be filed in the
      appropriate states in order to record Lessor's interests in the Equipment
      at each location, and shall pay all of the costs and fees for making such
      filings and amendments thereto and continuations thereof so that the
      Lessor's rights are continuously perfected in each location of any
      Equipment under the Uniform Commercial Code during the term of the
      Lease.

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
              13.

            	
              LESSEE'S
      REPRESENTATIONS AND WARRANTIES.  As a material and
      essential further inducement for Lessor to enter into this Agreement,
      Lessee makes the following representations and warranties: (a) neither the
      execution or delivery by Lessee of this Agreement, the Schedules of
      Equipment to be executed pursuant hereto, and all related instruments and
      documents, nor the consummation of any of the transactions by Lessee
      contemplated hereby or thereby, requires the consent or the approval, the
      giving notice to, the registration with, or the taking of any other action
      in respect of, any federal, state, or foreign governmental authority or
      agency; (b) this Agreement, the Schedules of Equipment to be executed
      pursuant hereto, and all related instruments and documents, when entered
      into by Lessee, will constitute legal, valid and binding obligations of
      Lessee, enforceable against Lessee in accordance with the terms hereof and
      thereof; (c) there are no pending or threatened actions or proceedings
      with Lessee as a party, and there are no pending or threatened actions or
      proceedings of which Lessee has knowledge, before a court or
      administrative agency which might materially adversely affect the
      financial condition of Lessee, or the ability of Lessee to perform its
      obligations hereunder; (d) the financial statements of Lessee which have
      been furnished to Lessor in connection herewith have been prepared in
      accordance with generally accepted accounting principles consistently
      applied, and fairly, accurately and completely present Lessee's financial
      condition and, if applicable, the results of its operations as of the date
      and for the period covered by such statements, and since the date of such
      statements there have been no materially adverse changes in such
      conditions or operations; and (e) each Lease will be made, and the
      Equipment will be used by Lessee, for business or commercial purposes, and
      not for personal, family or household
purposes.

            


    

     

    
      	
              14.

            	
              GOVERNING
      LAW - VENUE - JURY TRIAL WAIVER - ARBITRATION.  The
      interpretation and construction of the terms of this Agreement and each
      Lease, and the rights of all parties arising out of or in connection
      herewith, shall be governed by and construed in accordance with the
      internal laws of the State of California, without regard to principles of
      conflicts of law. The parties agree that any actions or proceedings
      arising in connection with this Agreement that are not arbitrated pursuant
      to this paragraph 28 shall be tried and litigated only in the State and
      Federal courts located in the County of San Diego, State of California.
      LESSOR AND LESSEE EACH WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE
      LAW, THE RIGHT TO A TRIAL BY JURY AND ANY RIGHT EACH MAY HAVE TO ASSERT
      THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT
      ANY ACTION OR PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS PARAGRAPH 28.
      Any controversy or claim between the parties, including, without
      limitation, those arising out of or relating to this Agreement or any
      Lease, shall, at the option of Lessor, be determined by arbitration. The
      arbitration shall be conducted in San Diego County, California under the
      Commercial Rules of the American Arbitration Association. Judgment upon
      the arbitration award may be entered in any court of competent
      jurisdiction.

            


    

     

    
      	
              15.

            	
              SURVIVAL,
      OF REPRESENTATIONS AND WARRANTIES.  All representations
      and warranties made by Lessee hereunder shall survive the initial and any
      renewal term of this Lease, and shall be binding upon Lessee for so long
      as and to the extent that such representations and warranties shall affect
      Lessor's rights hereunder.

            


    

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


     

    


     

    
      	
              16.

            	
              COUNTERPARTS
      AND RECORDING.  This Lease may be executed in any number
      of required counterparts, each counterpart constituting an original. The
      parties agree to execute, acknowledge and deliver such further
      counterparts of this Lease as maybe required at any time in order to
      comply with the provisions of any applicable law requiring the recording
      or filing of this Lease or a copy hereof in any public office of the
      United States, any state or any political or governmental subdivision of
      any state. Lessee agrees to pay the fees and charges imposed by law for
      such mandatory recording or filing and the necessary expenses of Lessor,
      if any, in effecting such recording or
filing.

            


    

     

    
      	
              17.

            	
              CONTINUING
      COVENANTS.  Lessee (a) shall provide written notice to
      Lessor within five (5) days of the filing of a petition by or against
      Lessee in a proceeding under the Federal bankruptcy laws or other
      insolvency laws (as now or hereafter in effect), (b) shall be deemed to
      furnish Lessor, as a material inducement to enter into this Agreement,
      each financial statement of Lessee as and when filed by Lessee with the
      Securities Exchange Commission, and shall be deemed to represent and
      warrant that each thereof shall have been prepared in accordance with
      generally accepted accounting principles consistently applied, and shall
      fairly reflect the financial condition of Lessee at the end of and as to
      each reported period, and (c) shall monitor, record and report to Lessor
      from time to time and upon request the location of all Equipment, the
      names of the end-users of all Equipment, the jurisdiction in which the
      end-user is domiciled and the status of the financing statements filed
      thereon under the Uniform Commercial
Code.

            


    

     

    
      
        	
                18.

              	
                THIRD PARTY USE /
      BAILMENT FORMS. Lessee will place the Equipment in the facilities of its
      customers for their use in conjunction with various Lessee products At
      installations of the
      Equipment, Lessee will direct that its standard and customary equipment
      use
      agreement (Equipment Use Agreement) as amended, be signed or otherwise
      agreed to by the customer in
      consideration of the customer's use of the Equipment Lessor acknowledges and
      accepts that such Equipment Use Agreement may designate Lessee as the
      owner of the equipment installed, however such designation shall not
      effect a transfer of the ownership interest in
      the Equipment.

              


      

    

     

    IN
WITNESS WHEREOF, the undersigned have caused to be executed this Master
Equipment Lease Agreement by their respective duly authorized officers as of the
date set forth below.

     

    


    
      	
              LESSOR:

            	
              LESSEE:

            
	 
      	 
      
	
              Date:
      07-22-05  
      

            	
              Date:
      07-22-05       
      

            
	 
      	 
      
	
              JAVO
      DISPENSER , LLC

            	
              JAVO
      BEVERAGE COMPANY, INC.

            
	 
      	 
      
	
              By:
      /s/
      Richard
      A. Gartrell

            	
              By:
      /s/
      Cody
      C. Ashwell    

            
	
              Richard
      A. Gartrell

            	
              Cody
      C. Ashwell

            
	
              Title:
      Manager     
      

            	
              Title:
      CEO          
      

            


    

     

     

     

    
 

    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    



    EXHIBIT
A

     

    SCHEDULE OF EQUIPMENT
NO.

     

    Dated as
of _____, 200_

     

    to

     

    Master
Equipment Lease Agreement

    between

    Javo
Dispenser, LLC, as Lessor,

    and

    Javo
Beverage Company, Inc., as Lessee,

     

     

    dated 
of July 22, 2005

     

     

      
        

      

    

     

     

    Description
of Equipment Leased

     

     

    


     

    
      	
              Quantity

            	
              Manufacturer

            	
              Model
      No. Description

            	
              Serial
      No.

            	
              Destination

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

     

    


     

    Name of
Suppliers:


    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    


    


    Terms of
Payment of Lease

     

    
      	
              Monthly

            	
              No.
      Months

            
	
              Rental

            	
              Initial
      Term

            
	
              Payment

            	
              of
      Lease

            
	 	 
	 
      	
              84

            


    

     

     

    
      
        	
                Commencement Date:

              	
                _____________, 200_

              
	
                Security Deposit:

              	
                $ ____________

              
	
                Rent Due on Commencement:

              	
                $____________

              


      

    

     

     

     

    This
Schedule of Equipment is executed and delivered pursuant to and shall be
performed in accordance with the provisions of, the Master Equipment Lease
Agreement identified above. All of the terms, provisions, covenants, conditions
and agreements set forth in the Master Equipment Lease Agreement are
incorporated herein by this reference. By their execution and delivery of this
Schedule of Equipment, the parties hereby reaffirm all of the terms, provisions,
covenants, conditions, and agreements of the Master Equipment Lease Agreement,
including, without limitation, Lessee's warranties and representations set forth
in paragraph 27 thereof and covenants set forth in paragraph 31 thereof as and
as of the Commencement Date of this Lease.

     

    IN
WITNESS WHEREOF, the undersigned have caused this Schedule of Equipment to be
executed on this _ day of , 200_.

     

    


    
      	
              Lessee

            	
              Lessor

            
	 	 
	
              JAVO
      BEVERAGE COMPANY, INC.

            	
              JAVO
      DISPENSER, LLC

            
	 	 
	
              By:______________________

            	
              By._____________________

            
	 	 
	
              Title:_____________________

            	
              Title:____________________

            
	 	 


    

     

     

     

     

    
 

    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    



    EXHIBIT
B

     

    FORM OF

     

     

    LESSEE'S WAIVERS AND
ACKNOWLEDGMENTS

     

    Please
Initial

    


    LESSEE
HEREBY ACKNOWLEDGES THE FOLLOWING:

    


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

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

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

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

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

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

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

              


      

    

     


    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    


     

    


     

    
      	 
      	
              LESSEE

            
	 	 
	 	 
	
              Date:  7-22-05

            	
              JAVO
      BEVERAGE COMPANY, INC.

            
	 
      	
              NAME
      OF LESSEE

            
	 
      	
              

            


    

    


     

     

     

     

     

    B-2