EX-10.1






AMENDMENT




THIS AMENDMENT is made as of the 13 day of October  , 2005, between Alexa Springs, Inc.
(“Lessee”), and General Electric Capital Corporation (“Lessor”) in connection with that certain
Amended and Restated Equipment Schedule No. 001, dated October 26, 2004 to the Amended and Restated
Master Lease Agreement dated October 26, 2004 (“Agreement"). The terms of this Amendment are
hereby incorporated into the Agreement as though fully set forth therein.



	 	 	 	 	 
	Section B. “Financial Terms”	 	 	 	 
	Subsection 4. “Basic Term Lease Rate Factors”
	Currently states:
	 		0.01461081	






Shall be amended to state: 11 Rentals @ 0.01461081



1 Rental @ 0.401549635



72 Rentals @ 0.009240115



	 	 	 	 	 
	Subsection 10. “Option Payment”	 	 	 	 
	Currently States:
	 	$	250,000.00	






Shall be amended to State: $1.00



The following subsection shall be added to the Agreement:



Subsection 15. “Amendment Fees”




Lessee agrees and acknowledges that Lessor has fully earned an Amendment Fee of
Twenty Thousand and 00/100 dollars ($20,000.00) upon execution of this Amendment. This
fee shall be due and payable as follows:



	 	 	 
	$5,000.00

$5,000.00

$5,000.00

$5,000.00

	 	November 1, 2005

November 15, 2005

December 1, 2005

December 15, 2005






Section F. “Stipulated Loss and Termination Value Table”




Shall be deleted and replaced in its entirety by the table on Exhibit A attached hereto:



Section G: “Modifications and Additions for This Schedule Only”



“Lease Term Options”



The first sentence currently states:



“Lessee hereby irrevocably agrees to purchase the Equipment upon the expiration
of the Basic Term. Lessee shall pay the Lessor the purchase price of Two Hundred
Fifty Thousand and 00/100dollars ($250,000.00) in cash for the Equipment, on or
before November 10, 2011.”



Shall be amended to state:



“Lessee hereby irrevocably agrees to purchase the Equipment upon the expiration
of the Basic Term. Lessee shall pay the Lessor the purchase price of One and 00/100
dollars ($1.00) in cash for the Equipment, on or before November 10, 2011.”



TERMS USED, BUT NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE
AGREEMENT. EXCEPT AS EXPRESSLY AMENDED HEREBY, THE AGREEMENT SHALL REMAIN IN FULL FORCE AND
EFFECT.



IN WITNESS WHEREOF, the parties hereto have executed this Amendment by signature of their
respective authorized representative set forth below.



	 	 	 
	LESSOR:

	 	LESSEE:
	General Electric Capital Corporation

	 	Alexa Springs, Inc.
	 
	 	 
	By: /s/ Jeff McCoy

	 	

	 

	 	

	
 
	 	By: /s/ Marshall Sorokwasz
	 

	 	 






Name: Jeff McCoy, Vice President Name:  Marshall Sorokwasz, President



	 	 	 	 	 	 	 	 	 
	Title	 	Title
	Date: October 13	 	, 2005	 	Date: October 13	, 2005








1






Exhibit A

To the Lease Amendment

Dated October ____, 2005




Stipulated Loss and Termination Value Table*




	 	 	 	 	 
	Basic

Rental

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

31

32

33

34

35

36

37 36.416

38 35.768

39 35.115

40 34.458

41 33.795

42 33.127

	 	Termination

Value

Percentage
	 	Stipulated

Loss Value

Percentage

101.011

100.293

99.570

98.841

98.107

97.368

96.622

95.872

95.115

94.353

93.585

54.117

53.580

53.040

52.496

51.947

51.394

50.837

50.276

49.711

49.141

48.567

47.989

47.406

46.819

46.227

45.631

45.031

44.425

43.816

43.201

42.582

41.958

41.330

40.697

40.059

39.416

38.768

38.115

37.458

36.795

36.127
	 
	 	 	 	 
	Basic

Rental

	 	Termination

Value

Percentage
	 	Stipulated

Loss Value

Percentage






43 32.455 35.455



44 31.777 34.777



45 31.094 34.094



46 30.406 33.406



47 29.712 32.712



48 29.014 32.014



49 28.310 31.310



50 27.600 30.600



51 26.886 29.886



52 26.166 29.166



53 25.440 28.440



54 24.709 27.709



55 23.973 26.973



56 23.230 26.230



57 22.483 25.483



58 21.729 24.729



59 20.970 23.970



60 20.205 23.205



61 19.434 22.434



62 18.658 21.658



63 17.875 20.875



64 17.087 20.087



65 16.292 19.292



66 15.492 18.492



67 14.685 17.685



68 13.873 16.873



69 13.054 16.054



70 12.229 15.229



71 11.398 14.398



72 10.560 13.560



73 9.716 12.716



74 8.866 11.866



75 8.009 11.009



76 7.146 10.146



77 6.276 9.276



78 5.400 8.400



79 4.517 7.517



80 3.627 6.627



81 2.731 5.731



82 1.827 4.827



83 0.917 3.917



84 0.000 3.000




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