exhibit_10-75.htm


    
      

    

    Exhibit
      10.75

     

     

    MASTER
      LEASE  AGREEMENT

     

    MASTER
      LEASE AGREEMENT ("Master Agreement" or "Lease") made as of JULY 14, 2006,
      between EQUIPMENT LEASING SERVICES, L.L.C., an Arizona limited liability
      company, having its chief executive offices at 9977 N. 95th Street,
      Suite 110,
      Scottsdale, AZ 85258 ("Lessor") and CMARK INTERNATIONAL, INC. a South Carolina
      corporation having its chief executive offices at 9570 TWO NOTCH ROAD SUITE
      4,
      COLUMBIA, SC 29223,("Lessee").

     

    
      	
              1.

            	
              LEASE
                & DOCUMENTS

            


    

     

    In
      accordance and subject to this Master Agreement, Lessor shall lease to Lessee,
      and Lessees shall from Lessor, the items of  personal property
      (collectively the "Equipment", and individually an "Item") described in the
      Schedule(s). Subject to this Master cement, each Schedule shall constitute
      a
      separate and independent lease and contractual obligation of Lessee. The Master
      Agreement, Schedule(s) (including any Riders noted therein), Personal Guaranty
      (s), Assignment of Funds Agreement, Trust Acknowledgement Agreement, Credit
      Application(s) and any other referenced document(s) and/or, agreements contained
      therein are material consideration for Lessor to consummate this transaction
      and
      constitute the basis of this bargain. Such agreements and documents are
      collectively known as the "Lease Documents". In the event of a conflict between
      this Master Agreement and any Schedule, Ice language of the Schedule shall
      prevail. The Lease Documents shall be effective upon execution by Lessor at
      its
      offices. Lessee agrees to promptly execute and deliver to Lessor all instruments
      or documents necessary to consummate the transactions contemplated by this
      Master Agreement as are reasonably requested by Lessor from time to
      time.

    
       

      
        	
                2.

              	
                TERM

              


      

       

    

    
      	
              (a)

            	
              The
                term of the Lease shall be comprised of a Delivery Term,
                Installation Term and Base Term. The Delivery Term for each Item
                shall
                commence on the date the Item is delivered to Lessee and shall end
                on the
                Installation Date. The Installation Term shall commence on the
                Installation Date and terminate on the first day of the month following
                the Installation Date for the last Item to be installed (the "Base
                Term
                Commencement Date"). The Base Term of the Lease shall begin on the
                Base
                Term Commencement Date, and may, subject to Subsection 2(b), terminate
                on
                the last day of the last month of the Base Term. The date of installation
                (the "Installation Date") for any Item shall be the earlier of either
                (i)
                the date on which the entity responsible for installing such Item
                certifies that the Item is installed and placed in good working
                order, or (ii) if Lessee has caused a delay in the installation
                of an
                Item, seven days from the date the Item is delivered to the equipment
                location specified in the Schedule, or (iii) if Lessee is to install
                the
                Item, the third day after delivery. In the event the Equipment is
                already
                installed at the equipment location of Lessee and has been previously
                paid
                for by Lessee, the Installation Date shall be the date on which the
                Lessor
                pays Lessee for the Equipment.

            


    

     

    
      	
              (b)

            	
              A
                Lease may be terminated as of the last day of the last month of the
                Base
                Term by written notice given by either Lessor or Lessee not less
                than four
                (4) months prior to the date of termination of the Base Term. If
                the Lease
                is not so terminated at the end of the Base Term, the Base Term shall
                be
                automatically extended for successive four (4) month periods until
                such
                four (4) month notice is given. The Base Monthly Rental, as
                hereinafter defined, shall continue to be due and payable by Lessee
                until
                the Equipment is redelivered to Lessor upon the termination of the
                Base Term or any extension term, and throughout any such extension
                term(s). No notice of termination may be revoked without the written
                consent of the other party.

            


    

     

    
      	
              3.

            	
              RENTAL

            


    

     

    
      	
              (a)

            	
              The
                rental amount payable to Lessor by Lessee for the Equipment will
                be as set
                forth on the Schedule ("Base Money Rental"). As rent for Equipment,
                (i)
                Lessee shall pay Lessor in immediately
                available funds and in advance on the Base Term Commencement Date
                and on
                the first day of each month during the Base Term of the Lease the
                Base
                Monthly Rental, per month, and (ii) on the Installation Date an amount
                equal, to 1/30th of the Base Monthly Rental for each Item times
                the number of days which will elapse from the Installation Date of
                such
                items to the Base Term Commencement Date of the Lease; and (iii)
                Supplemental Rent on or before the date required hereunder or upon
                Lessor's demand if no date is specified herein, which shall constitute
                any
                other amount which Lessee is obligated to pay hereunder including
                indemnity payments, Stipulated Loss Value or excess use charges.Each
                remittance from Lessee to Lessor shall contain information as to
                the Lease
                for which payment is made.

            


    

    


    
      	
              (b)

            	
              For
                any payment of rent or other amount due under a Lease which is past
                due
                for more than ten (10) days, interest shall accrue at the rate of
                5% per
                month, from the date such payment was due until payment is
                received by Lessor, or if such rate shall exceed the maximum rate
                of
                interest allowed by law, then at such maximum
                rate,

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    
      	
              4.

            	
              TAXES

            


    

     

    Lessee
      shall reimburse Lessor for (or pay directly, but only if instructed by Lessor)
      all taxes, fees, and assessments that may be imposed by any taxing authority
      on
      the Equipment, on its purchase, ownership, delivery, possession, operation,
      rental, return to Lessor or its purchase by Lessee (collectively, Taxes);
      provided, however, that Lessee shall not be liable for any such Taxes (whether
      imposed by the United States of America or by any other domestic or foreign
      taxing authority) imposed on or measured by Lessor's net
      income or tax preference items. Lessee's obligation includes, but is not limited
      to, the obligation to pay all license and registration fees and all sales,
      use,
      personal property, recordation and other taxes and governmental charges,
      together with any penalties, fines and interest thereof, that may be imposed
      during the Base Term of the applicable Schedule. Lessor shall report and file
      any and all Taxes and shall invoice Lessee for same. Lessee she promptly
      reimburse Lessor for all Taxes and hold Lessor harmless with respect to any
      non-payment thereof.

     

    


    
      	
              5.

            	
              NET
                LEASE

            


    

    


    EACH
      LEASE CREATED HEREUNDER FOR ANY ITEMS OF EQUIPMENT SHALL BE A NET LEASE AND
      LESSEE ACKNOWLEDGES THAT LESSEE'S OBLIGATIONS THEREUNDER, INCLUDING, WITHOUT
      LIMITATION, ITS OBLIGATION TO PAY ALL RENT, SHALL BE ABSOLUTE AND UNCONDITIONAL
      AND LESSEE SHALL NOT BE ENTITLED TO ANY ABATEMENT, REDUCTION, DEFENSE,
      COUNTERCLAIM, SET-OFFS DUE OR ALLEGED TO BE DUE BY REASON OF ANY PAST, PRESENT
      OR FUTURE CLAIM OF LESSEE UNDER ANY LEASE, OR ANY OTHER AGREEMENT, CONTRACT
      OR
      UNDERTAKING, AGAINST LESSOR, ANY ASSIGNEE OF LESSOR. OR ANY VENDOR OR
      MANUFACTURER OF THE EQUIPMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN,
      SUCH LEASES SHALL NOT TERMINATE, NOR THE OBLIGATIONS OF LESSEE OR LESSOR
      THEREUNDER BE OTHERWISE AFFECTED, FOR ANY REASON WHATSOEVER, INCLUDING, WITHOUT
      LIMITATION, ANY DEFECT IN THE EQUIPMENT OR ANY PART OR ITEMS THEREOF OR LESSOR'S
      TITLE THERETO OR ANY DAMAGE TO OR DESTRUCTION OR LOSS OF OR INTERFERENCE
      WITH THE POSSESION OR USE OF ANY ITEMS OF EQUIPMENT FROM ANY CAUSE WHATSOEVER;
      ANY LIENS, ENCUMBRANCES OR RIGHTS OF OTHERS WITH RESPECT TO ALL OR ANY PART
      OF
      THE EQUIPMENT; THE INVALIDITY OR UNENFORCEABILITY OR LACK OF DUE AUTHORIZATION
      OF THIS AGREEMENT OR ANY LEASE; ANY INSOLVENCY OF OR ANY BANKRUPTCY,
      REORGANIZATION OR SIMILAR PROCEEDING AGAINST LESSEE OR LESSOR; OR FOR ANY OTHER
      CAUSE SIMILAR OR DISSIMILAR TO THE FOREGOING, ANY PRESENT OR FUTURE LAW TO
      THE
      CONTRARY NOTWITHSTANDING IT BEING THE INTENTION OF THE PARTIES HEREOF THAT
      ALL
      RENT AND OTHER AMOUNTS PAYABLE BY LESSEE HEREUNDER SHALL CONTINUE TO BE PAYABLE
      IN ALL EVENTS IN THE MANNER AND THE TIMES HEREIN PROVIDED, UNLESS THE OBLIGATION
      TO PAY SAME SHALL BE TERMINATED PURSUANT TO THE EXPRESS PROVISIONS OF THIS
      AGREEMENT. TO THE EXTENT PERMUTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES ANY
      AND ALL RIGHTS WHICH IT MAY NOW HAVE OR WHICH AT ANY TIME HEREAFTER MAY BE
      CONFERRED UPON IT, BY STATUTE OR OTHERWISE, TO CANCEL, QUIT OR SURRENDER THIS
      AGREEMENT, ANY LEASE OR ANY OF THE EQUIPMENT EXCEPT IN ACCORDANCE WITH THE
      EXPRESS PROVISIONS HEREOF. EACH PAYMENT OF RENT MADE BY LESSEE HEREUNDER
      SHALL BE FINAL AND LESSEE SHALL NOT SEEK TO RECOVER ALL OR ANY PART OF SUCH
      PAYMENT FROM LESSOR OR ANY ASSIGNEE OR LESSOR FOR ANY REASON
      WHATSOEVER.

    


    
      	
              6.

            	
              INSTALLATION,
                RETURN AND USE OF
                EQUIPMENT

            


    

     

    
      	
              (a)

            	
              Upon
                delivery of the Equipment to Lessee, Lessee shall pay all transportation,
                installation, rigging, packing and insurance charges with respect
                to the
                Equipment. In the case of a sale and lease back transaction, Lessee
                shall
                upon the request of Lessor, certify the date the Equipment was first
                put
                into use.

            


    

     

    
      	
              (b)

            	
              Lessee
                shall, at all times during the term of the Lease, be entitled to
                unlimited
                use of the Equipment. Lessee will at all times keep the. Equipment
                in its
                sole possession and control. The Equipment shall not be moved from
                the
                location stated in the Schedule without the prior written consent
                of
                Lessor and in no event shall the Equipment be moved outside the
                continental, contiguous United States. Lessee will comply with all
                laws,
                regulations, and ordinances, and all applicable
                requirements of the manufacturer of the Equipment which apply to
                the
                physical possession, use, operation, condition, and maintenance of
                the
                Equipment. Lessee agrees to obtain all permits and licenses necessary
                for
                the operation of the Equipment.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              (c)

            	
              Lessee
                shall not without the prior written consent of Lessor, affix or install
                any accessory, feature, equipment or device to the Equipment or make
                any
                improvement, upgrade, modification, alteration or addition to the
                Equipment (any such accessory, feature, equipment, device or improvement,
                upgrade,  modification, alteration or addition affixed or
                installed is an "Improvement"). Title to all Improvements shall,
                without
                further
                act, upon the making, affixing or installation of such Improvement,
                vest
                solely in Lessor, except such Improvements
                as may be readily removed without causing material damage to the
                Equipment
                and without in any way affecting or impairing the originally intended
                function, value or use of the Equipment. Removal of the Improvement
                shall
                be performed by the manufacturer, at the sole expense of Lessee.
                Provided
                the Equipment is returned to Lessor in the condition required by
                the Lease
                and title to the Improvement shall vest in the Lessee upon removal.
                Any
                Improvement not removed from the Equipment prior to return shall
                at
                Lessor's option remain the property of Lessor and shall be certified
                for
                maintenance by the manufacturer, at Lessee's expense.

               

              Lessee
                shall notify Lessor in writing no less than 60 days or to the desired
                installation date of the type of Improvement Lessee desires to obtain.
                Lessor may, at any time within 10 days after receipt of the notice
                offer
                to provide the Improvement to Lessee upon terms and conditions to
                be
                mutually agreed upon. Lessee shall notify Lessor of any third party
                offers
                and shall lease the Improvement from Lessor if Lessor meets the terms
                of
                the third party offer.

              
                 

                If
                  Lessee leases an Improvement from Lessor, such lease shall be under
                  a
                  separate Schedule, the Improvement shall not be placed in service
                  by
                  Lessee prior to acquisition by Lessor, and Lessee shall execute
                  and
                  deliver any document necessary to vest title to such Improvement
                  in
                  Lessor.

                 

                During
                  the term of the Lease term and any renewal term, Lessee shall cause
                  all
                  Improvements to be maintained, at Lessee's expense, in accordance
                  with the
                  requirements of Section 7. Unless otherwise agreed to by Lessor,
                  upon the
                  expiration or earlier termination of the term of the Lease, any
                  Improvement shall be de-installed and removed from the Equipment
                  by the
                  manufacturer, at Lessee's expense. If the Improvement is removed,
                  the
                  Equipment shall be restored to its unmodified condition and shall
                  be
                  certified for maintenance by the manufacturer, at Lessees
                  expense.

                 

                In
                  the event an Improvement is provided to Lessee by a party other
                  than
                  Lessor, Lessee shall cause such party to execute and deliver to
                  Lessor
                  such documents as shall be required by Lessor to protect the interests
                  of
                  Lessor and any Assignee in the Equipment, this Master Agreement
                  and any
                  Schedule.

              

            


    

     

    
      	
              (d)

            	
              Lessee
                shall, at the termination of the Lease, at its expense, de-install,
                pack
                and return the Equipment to Lessor at such location within the continental
                United States as shall be designated by Lessor in the same operating
                order, repair, condition and appearance as of the Installation Date,
                reasonable wear and tear excepted, with all current engineering changes
                prescribed by the manufacturer of the Equipment incorporated in the
                Equipment. Until the return of the Equipment to Lessor, Lessee shall
                be
                obligated to pay the Base Monthly Rental and all other sums due under
                the
                Lease.

            


    

     

    
      	
              7.

            	
              MAINTENANCE
                AND REPAIRS

            


    

     

    Lessee
      shall, at its expense, during the term of the Lease, preserve, repair and
      maintain the Equipment in good working order and in accordance with the
      manufacturer's specifications and shall keep a copy of all repairs and
      maintenance logs to the equipment and Lessee , upon request, shall furnish
      Lessor with a copy of such maintenance or repairs logs or records. During the
      term of the Lease, Lessee shall, at its expense, keep the Equipment in good
      working order, repair, appearance and condition and make all necessary
      adjustments, repairs and replacements, all of which shall become the property
      of
      Lessor. Lessee shall not use or permit the use of the Equipment for any purpose
      for which, in the opinion of the manufacturer of the Equipment the Equipment
      is
      not designed or intend,  Lessee further agrees that it will not use
      said Equipment in a manner contrary to any restrictions contained in
      manufacturer's specifications.

     

    
      	
              8.

            	
              OWNERSHIP,
                LIENS AND INSPECTIONS

            


    

     

    
      	
              (a)

            	
              Lessee
                shall keep the Equipment free from any marking or labeling which
                might be
                interpreted as a claim of ownership by Lessee or any party other
                than
                Lessor and its Assignee(s), and shall affix and maintain tags, decals
                or
                plates furnished by Lessor on the Equipment indicating ownership
                and title
                to the Equipment in Lessor or its Assignee(s). Upon reasonable notice
                to
                Lessee, Lessor or its agents shall have access to the Equipment and
                Lessee's books and records with respect to the Lease and the Equipment
                at
                reasonable times for the purpose of inspection and for any other
                purposes
                contemplated by the Lease, subject to the reasonable security requirements
                of Lessee.

            


    

    


     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)

            	
              Lessee
                shall execute and deliver such instruments, including Uniform Commercial
                Code financing statements, as are required to be filed to evidence
                the
                interest of Lessor and its Assignee(s) in the Equipment or the
                Lease. Lessee has no interest in the Equipment except as expressly
                set
                forth in the Lease, and that interest is a leasehold interest. Lessor
                and
                Lessee agree, and Lessee represents for the benefit of Lessor and
                its
                Assignee(s) the Lease is intended to be a "finance lease" and not
                a "lease
                intends as security " as those terms are used in the Uniform Commercial
                Code; and that the Lease is intended to be a "true lease" as the
                term is
                commonly used under the Intel 1.1 Revenue Code of 1986, as
                amended.

            


    

     

    
      	
              (c)

            	
              LESSEE
                SHALL KEEP THE LEASE, THE EQUIPMENT AND ANY IMPROVEMENTS FREE AND
                CLEAR OF
                ALL LIENS AND ENCUMBRANCES OF WHATSOEVER KIND (EXCEPT THOSE CREATED
                BY
                LESSOR) AND LESSEE SHALL NOT ASSIGN THE LEASE OR ANY OF ITS RIGHTS
                UNDER
                THE LEASE OR SUBLEASE ANY OF THE EQUIPMENT OR GRANT ANY RIGHTS TO
                THE
                EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. No permitted
                assignment or sublease shall relieve Lessee of any of its obligations
                under the Lease and Lessee agrees to pay all costs and expenses Lessor
                may
                incur in connection with such sublease or assignment. Lessee grants
                to
                Lessor the right of first refusal on any sublease or other grant
                of
                Lessee's rights to the Equipment.

            


    

     

    
      	
              9.

            	
              DISCLAIMER
                OF WARRANTIES

            


    

    


    
      	
              (a)

            	
              LESSOR
                LEASES THE EQUIPMENT "AS IS," AND BEING NEITHER THE MANUFACTURER
                OF THE
                EQUIPMENT NOR THE AGENT OF EITHER THE MANUFACTURER OR SELLER, LESSOR
                DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR
                IMPLIED,
                WITH RESPECT TO THE CONDITION OR PERFORMANCE OF THE EQUIPMENT, ITS
                MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WITH RESPECT
                TO PATENT INFRINGEMENTS OR THE LIKE. LESSOR SHALL HAVE NO LIABILITY
                TO
                LESSEE FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND OR NATURE WHATSOEVER,
                NOR
                SHALL THERE BE ANY ABATEMENT OF RENTAL FOR ANY REASON INCLUDING CLAIMS
                ARISING OUT OF OR IN CONNECTION WITH (i) THE DEFICIENCY OR INADEQUACY
                OF
                THE EQUIPMENT FOR ANY PURPOSE, WHETHER OR NOT KNOWN OR DISCLOSED
                TO
                LESSOR, (ii) ANY DEFICIENCY OR DEFECT IN THE EQUIPMENT, (iii) THE
                USE OR
                PERFORMANCE OF THE EQUIPMENT, OR (iv) ANY LOSS OF BUSINESS OR OTHER
                CONSEQUENTIAL LOSS OR DAMAGE, WHETHER OR NOT RESULTING FROM ANY OF
                THE
                FOREGOING.

            


    

     

    
      	
              (b)

            	
              For
                the term of the Lease, Lessor assigns to Lessee (to the extent possible),
                and Lessee may have the benefit of, any and all manufacturer's warranties,
                service agreements and patent indemnities, if any, with respect to
                the
                Equipment; provided, however, that Lessee's sole remedy for the breach
                of
                any such warranty, indemnification or service agreement
                shall be against the manufacturer of the Equipment and not against
                Lessor,
                nor shall any such breach have any effect whatsoever on the rights
                and
                obligations of Lessor or Lessee with respect to the
                Lease.

            


    

     

    
      	
              (c)

            	
              Lessee
                and Lessor agree and acknowledge that it is the intent of both parties
                that in the event Article 2A of the Uniform m Commercial Code (UCC)
                is
                deemed to be applicable to this Lease, this Lease shall qualify as
                a
                statutory finance lease under the UCC. LESSEE ACKNOWLEDGES AND AGREES
                THAT
                LESSEE HAS SELECTED BOTH: (1) THE EQUIPMENT; AND (2) THE SUPPLIER
                FROM
                WHOM LESSOR IS TO PURCHASE THE EQUIPMENT. LESSEE ACKNOWLEDGES THAT
                LESSOR
                HAS NOT PARTICIPATED IN ANY WAY IN LESSEE'S SELECTION OF THE EQUIPMENT
                OR
                OF THE SUPPLIER, AND LESSOR HAS NOT SELECTED, MANUFACTURED OR SUPPLIED
                THE
                EQUIPMENT. LESSEE IS ADVISED THAT IT MAY HAVE RIGHTS UNDER THE CONTRACT
                EVIDENCING THE LESSOR'S PURCHASE OF THE EQUIPMENT FROM THE SUPPLIER
                CHOSEN
                BY LESSEE AND THAT LESSEE SHOULD CONTACT THE SUPPLIER OF THE EQUIPMENT
                FOR
                A DESCRIPTION OF ANY SUCH RIGHTS.

            


    

     

    
      	
              (d)

            	
              Upon
                receipt of written request from Lessee, and so long as this
                Agreement and the relevant Lease for items of Equipment shall
                remain
                in force, Lessor shall take all seasonable action requested by Lessee
                to
                enforce any manufacturer's warranty, express or implied, issued on
                or
                applicable to any items of Equipment, which is enforceable only by
                Lessor
                in its own name, provided, however, that Lessor shall not be obligated
                to
                resort to litigation to enforce any such warranty unless Lessee shall
                pay
                all expenses in connection therewith. Similarly, if any such warranty
                for
                any item of Equipment shall be enforceable by Lessee in its own name,
                Lessee hereby agrees, upon receipt of written request from Lessor
                and so
                long as this agreement and the relevant Lease for items of Equipment
                shall
                remain in force, to take all reasonable action requested by Lessor
                to
                enforce any such warranty, provided, however, that Lessee shall not
                be
                obligated to resort to litigation to enforce any such warranty unless
                Lessor shall pay all expenses in connection
                therewith.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    
      	
              (e)

            	
              In
                the event that either Lessor or Lessee resorts to litigation to enforce
                any warranty (the litigating party being hereinafter referred to
                as the
                "Litigating Party"), it is agreed that the Litigating Party shall
                have the
                right to such
                action as it deems appropriate to settle, compromise or otherwise
                dispose
                of any claim under any such warranty, provided that
                the
                non-Litigating Party shall not be bound by any rulings, judgments,
                decisions, agreements, compromises and settlements made or handed
                down
                with respect thereto or entered into by the Litigating Party unless
                the
                non-Litigating Party shall have agreed in writing to be bound
                thereby.

            


    

     

    
      	
              (f)

            	
              NO
                REPRESENTATIONS OR WARRANTIES OF THE MANUFACTURER OR DISTRIBUTOR
                OF THE
                EQUIPMENT, OR ANY OTHER THIRD PARTY, CAN BIND LESSOR, AND LESSEE
                ACKNOWLEDGES AND AGREES THAT LESSOR SHALL HAVE NO OBLIGATIONS WITH
                RESPECT
                TO THE EQUIPMENT EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR OTHER
                DOCUMENT
                EXECUTED BY LESSOR

            


    

     

    
      	
              10.

            	
              ASSIGNMENT

            


    

     

    
      	
              (a)

            	
              Lessee
                acknowledges and understands that Lessor may assign to a successor,
                financing lender and/or purchaser (the "Assignee"), all or any part
                of to
                Lessor's right, title and interest in and to the Lease and the Equipment
                and Lessee hereby consents to such assignment(s). In the event Lessor
                transfers or assigns, or retransfers or reassigns, to an Assignee
                all or
                part of Lessor's interest in the Lease, the Equipment or any sums
                payable
                under the Lease, whether as collateral security for loans or advances
                made
                or to be made to Lessor by such Assignee or otherwise, Lessee covenants
                that, upon receipt of notice of any such transfer or assignment and
                instructions from Lessor,

            


    

     

    
      	
            	
              (i)

            	
              Lessee
                shall, if so instructed, pay and perform its obligations under the
                Lease
                to the Assignee (or to any other party designated by Assignee), and
                shall
                not assign the Lease or
                any of its rights under the Lease or permit the Lease to be amended,
                modified, or terminated without the prior written consent of Assignee;
                and

            


    

     

    
      	
            	
              (ii)

            	
              Lessee's
                obligations under the Lease with respect to Assignee shall be absolute
                and
                unconditional and not be subject to any abatement, reduction, recoupment,
                defense, offset or counterclaim for any reason, alleged or proven,
                including, but not limited to, defect in the Equipment, the condition,
                design, operation or fitness for use of the Equipment or any loss
                or
                destruction or obsolescence of the Equipment or any part, the prohibition
                of or other restrictions against Lessee's use of the Equipment, the
                interference with such use by any person or entity, any failure by
                Lessor
                to perform any of its obligations contained in the Lease, any insolvency
                or bankruptcy of Lessor, or for any other cause;
                and

            


    

     

    
      	
               

            	
              (iii)

            	
              Lessee
                shall, upon request of Lessor, submit documents and certificates
                as may be
                reasonably required by Assignee to secure and complete such transfer
                or
                assignment, including but not limited to the documents set forth
                in Section 15(c) of this Master
                Agreement.

            


    

     

    
      	
               

            	
              (iv)

            	
              Lessee
                shall deliver to Assignee copies of any notices which are required
                under
                the Lease to be sent to Lessor; and

            


    

     

    
      	
               

            	
              (v)

            	
              Lessee
                shall, if requested, restate to Assignee the representations, warranties
                and covenants contained in the Lease (upon which Lessee acknowledges
                Assignee may rely) and shall make such other representations, warranties
                and covenants to Assignee as may be reasonably required to give effect
                to
                the assignment.

            


    

     

    
      	
              (b)

            	
              Lessor
                shall not make an assignment or transfer to any Assignee who shall
                not
                agree that, so long as Lessee is not in default under the Lease,
                such
                Assignee shall take no action to interfere with Lessee's quiet enjoyment
                and use of the Equipment in accordance with the terms of the Lease.
                No
                such assignment or conveyance shall relieve Lessor of its obligations
                under the Lease and Lessee agrees it shall not look to any Assignee
                to
                perform any of Lessor's obligations under the Lease. No such assignment
                shall increase Lessee's obligations nor decrease Lessee's rights
                hereunder.

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


     

    
      	
              11.

            	
              QUIET
                ENJOYMENT

            


    

     

    Lessor
      covenants that so long as Lessee is not in default under a Lease,
      Lessor shall take no action to interfere with Lessee's possession and use of
      the
      Equipment subject to and in accordance with the provisions of the
      Lease.

     

    
      	
              12.

            	
              INDEMNIFICATION

            


    

     

    Lessee
      shall indemnify, defend and hold Lessor (which term, for the purposes of this
      Section 12, shall be deem to include all agents, employees and officers of
      Lessor or any affiliate thereof) harmless, on an after tax basis, from and
      against all demands, (including negligence, tort and strict liability), damages,
      judgments, suits, and legal proceedings, and any and all costs and expenses
      in
      connection therewith (including reasonable attorneys' fees) arising out of
      or in
      any manner connected with ice Lease Documents and the transactions contemplated
      thereby, any (a) breach of any of the Lease Documents (b) any violation of
      any
      applicable law or regulation by Lessee, (c) any failure by Lessee to perform
      or
      observe any covenant, condition or 9 cement in, or the falsity of any
      representation or warranty of Lessee in the Lease Documents, (d) any liens
      imposed on the Equipment by any party other than the Lessor, (e) the
      manufacture, purchase,
      financing, ownership, delivery, rejection, non-delivery, possession, use,
      transportation, storage, operation, maintenance, repair, return, Iteration,
      leasing, subleasing, additions, or other disposition of the Equipment or any
      Items or with respect to the Lease, any Schedule or the transactions
      contemplated thereby, including, without limitation, (i) claims for injury
      to or
      death of persons and for damage to property, (ii) claims relating to patent,
      copyright, or trademark infringement, claims relating to latent or other defects
      in the Equipment whether or not discoverable by Lessor, and (iii) claims
      relating to the application of any Environmental Law to the Equipment or any
      material in contact with the Equipment or any act or omission occurring at
      any
      time of Lessee specifically including acts or omissions with respect to the
      on-site or off-site disposal of hazardous wastes and hazardous substances,
      or
      threatened damage to the environment (including, without limitation, ambient
      air, surface water, groundwater, land surface or sub-surface strata) at any
      on-site or off-site location, occurring at any time, including treatment,
      storage or disposal of any pollutant, contaminant or chemical or industrial,
      toxic, or hazardous substance or hazardous waste generated or produced by or
      in
      connection with the Equipment or by Lessee.

    


    
      	
              13.

            	
              RISK
                OF LOSS

            


    

    


    
      	
              (a)

            	
              Lessee
                assumes and shall bear the entire risk of loss and damage, whether
                or not
                insured against, of the Equipment from any and every cause whatsoever
                as
                of the date the Equipment is delivered to
                Lessee.

            


    

    


    
      	
              (b)

            	
              In
                the event of loss or damage of any kind to any Item, Lessee shall
                use all
                reasonable efforts to place the Item in good repair, condition and
                working
                order to the reasonable satisfaction of Lessor within sixty (60)
                days
                of such loss or damage, unless the manufacturer of the Equipment
                determines that such Item has been irreparably damaged, in which
                case
                Lessee shall, within ten (10) days of the manufacturer's determination
                of
                irreparable loss, make its election to either pay Lessor the Stipulated
                Loss Value (as set forth as an Attachment A to each Schedule or if
                none
                attached to the Schedule, Attachment A hereto) for the irreparably
                damaged
                Item or replace the irreparably damaged Item, all as provided in
                this
                Section. To the extent that the Item is damaged but not irreparably
                damaged and if Lessee is entitled, pursuant to the insurance coverage,
                to
                obtain proceeds from such insurance for the repair of the Item, Lessee
                (provided no Event of Default has occurred under the Lease) may arrange
                for the disbursement of such proceeds to the manufacturer or other
                entity
                approved by Lessor to perform the repairs to pay the cost of repair.
                However, Lessee's obligation to timely repair the damaged Item is
                not
                contingent upon receipt of such insurance
                proceeds.

            


    

     

    
      	
              (c)

            	
              In
                the event that Lessee elects to pay Lessor the Stipulated Loss Value
                for
                the irreparably damaged Item, Lessee shall (i) pay such amount (computed
                as of the first day of the month following the determination of the
                irreparable damage by the manufacturer) to Lessor on the fits( day
                of the
                month following the election by Lessee as provided in (b) above,
                (ii) pay
                all Base Monthly Rental for the Item up to the date that the Stipulated
                Loss Value is paid to Lessor, and (iii) arrange with the applicable
                insurance company (with the consent of Lessor) for the disposition
                of the
                irreparably damaged Item. If not all the Equipment is irreparably
                damaged,
                the Value for Calculation of Stipulated Loss Value ("Value") as set
                forth
                on the Schedule for the irreparably damaged Item shall be multiplied
                by
                the applicable percentage set forth in said Attachment to compute
                the
                Stipulated Loss Value for such irreparably damaged Item, and the
                Base
                Monthly Rental for the undamaged  equipment remaining due (after
                payment of the Stipulated Loss Value for the irreparably damaged
                Item)
                shall be that amount resulting from multiplying the original Base
                Monthly
                Rental by the ratio of the Value of the undamaged Equipment divided
                by the
                Value for all the Equipment prior to the
                damage.

            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              (d)

            	
              If
                Lessee elects to replace the irreparably damaged Item, Lessee shall
                continue all payments under the Lease
                without interruption, as if no such damage, loss or destruction had
                occurred, and shall replace such irreparably- damaged Item, paying
                all
                such costs, associated with the replacement, and Lessee shall be
                entitled
                to insurance proceeds up to the amount expended by Lessee in effecting
                the
                replacement. Lessee shall within twenty (20) days following the date
                of
                determination of irreparable damage by the manufacturer, effect the
                replacement by replacing the irreparably damaged Item with a "Replacement
                Item" so that Lessor has good, marketable and unencumbered title
                to such
                Replacement Item. The Replacement Item shall have a fair market value
                equal to or greater than the Item replaced, and anticipated to have
                a fair
                market value at the expiration of the Base Term equal to the fair
                market
                value that the replaced Item would have had at the end of the Base
                Term,
                and be the same manufacture, model and type and of at least equal
                capacity
                to the Item for which the replacement is being made. Upon delivery,
                such Replacement item shall become subject to all of the terms and
                conditions of the Lease. Lessee shall execute all instruments or
                documents
                necessary to effect the foregoing.

            


    

     

    
      	
              (e)

            	
              For
                purposes of this Lease, the term "fair market value" shall mean the
                price
                of the Equipment delivered and installed at Lessee's location that
                would
                be obtained in an arm's-length transaction between an informed and
                willing
                buyer-lessee under no compulsion to buy or lease and an informed
                and
                willing seller-lessor under no compulsion to sell or lease. If Lessor
                and
                Lessee are unable to agree upon fair market value, such value shall
                be
                determined, at Lessee's expense, in accordance with the foregoing
                definition, by three independent appraisers, one to be appointed
                by
                Lessee, one to be appointed by Lessor and the d to be appointed by
                ire
                first two.

            


    

     

    
      	
              14.

            	
              INSURANCE

            


    

     

    During
      the period that any Equipment is leased to Lessee hereunder, lessee will, at
      all
      times and at its sole expense, carry and maintain or cause to be carried and
      maintained: (a) insurance for loss of or damage to the Equipment caused by
      fire,
      lightning, tornado and windstorms, explosion smoke and smudge, aircraft and
      motor vehicle damage, strikes, riots and civil commotion, burglary and theft,
      comprehensive, vandalism and malicious mischief, and other casualty events
      customarily insured against respect to similar equipment, and (b) public
      liability insurance covering the Equipment, in an amount not less
than one million dollars ($1,000,000) and against such
      risks as is
      customary with respect to similar Equipment and which is acceptable to Lessor
      .
      Such policies will provide that the same may not be invalidated against Lessor
      or any assignee of Lessor by reason of any violation of a condition or breach
      of
      warranty of the policies or the application therefore by Lessee, that the
      policies may be cancelled or materially altered or reduced in coverage by the
      insurer only after thirty (30) days prior written notice to Lessor and any
      assignee of Lessor, and that the insurer will give written notice to Lessor
      and
      any assignee of Lessor in the event of nonpayment of premium by Lessee when
      due.
      Upon the execution of this agreement and thereafter not less than thirty (30)
      days prior to the expiration dates of any such policies theretofore furnished
      under this Section, originals of the policies of insurance required by this
      Section shall be delivered by Lessee to Lessor and any assignee of Lessor,
      provided, however, that Lessor and any assignee of Lessor may accept copies
      of
      the policies, certificates of insurance or other satisfactory evidence in lieu
      of original policies. Such policies may be blanket policies covering other
      equipment not subject to the Leases created hereunder and under the Equipment
      Schedules, provided that any such blanket policy or certificate of insurance
      issued with respect thereto shall specifically describe the Equipment as being
      included therein and covered thereby to the full extent of the coverages and
      amounts required hereunder. If Lessee shall fail to cause the insurance required
      under this Section to be carried and maintained Lessor or any assignee of Lessor
      may provide such insurance and Lessee shall reimburse Lessor or any such
      assignee of Lessor as the case may be, upon demand, for the cost
      thereof as Supplemental Rent hereunder. Lessor and any assignee of Lessor will
      be named as the sole loss payees or additional insureds, as their
      interest may appear, on all policies referred to in clause (a) above, so that
      the insurance proceeds payable wider such policies will be payable and paid
      solely to Lessor and to any assignee of Lessor, as their interests may
      appear. Lessor and any assignee of Lessor will be named as loss payee
      and additional insured on all policies referred to in clause (b)
      above.

    


    
      	
              15.

            	
              REPRESENTATION
                AND WARRANTIES OF LESSEE; FINANCIAL
                STATEMENTS

            


    

     

    
      	
              (a)

            	
              Lessee
                represents and warrants to Lessor and its Assignee(s) (i) that the
                execution, delivery and performance
                of the Lease Documents was duly authorized and that upon execution
                of the
                Lease Documents by Lessee and Lessor, the Lease Documents will be
                in full
                force and effect and constitute a valid legal and binding obligation
                of
                Lessee, and enforceable against Lessee, and Lessee's guarantor in
                accordance with their respective terms; (ii) the Equipment is
                accurately described in the Lease Documents and all documents of
                Lessee relating to the Lease; (iii) that Lessee is in good standing
                in the
                jurisdiction of its incorporation and in any jurisdiction in which
                any of
                the Equipment is located; (iv) that no consent or approval of, giving
                of
                notice to, registration with, or taking of any other action in respect
                of,
                any state, federal or other government authority or agency is required
                with respect to the execution, delivery and performance by the Lessee
                of
                the Lease Documents, if any such approval, notice, registration or
                action
                is required, it has been obtained; (v) that the entering into and
                performance of the Lease Documents will not violate any judgment,
                order,
                law or regulation applicable to Lessee or any provision of Lessee's
                Articles of Incorporation or Bylaws or result in any breach of, or
                constitute a default under, or result in the creation of any lien,
                charge,
                security interest or other encumbrance upon any assets of Lessee
                or upon
                the Equipment pursuant to any instrument to which Lessee is a party
                or by
                which it or its property may bound; (vi) there are no actions, suits
                or
                proceedings or to the knowledge of Lessee, threatened before any
                court or
                administrative agency, arbitrator or governmental body which will,
                if
                determined adversely to Lessee, materially adversely affect its ability
                to
                perform its obligations under the Lease Documents or any related
                agreement
                to which it is a party; (vii) that aside from the Lease Documents
                there
                are no additional agreements between Lessee and Lessor relating to
                the
                Equipment, and (viii) that any and all financial statements and other
                information with respect to Lessee supplied to Lessor prior to and
                at the
                time of execution, of the Lease Documents and/or any amendment thereafter,
                are true and complete. The foregoing representations and warranties
                shall
                survive the execution and delivery of the Lease Documents and any
                amendments hereto and shall upon the written request of Lessor, be
                made to
                Lessor's Assignee(s).

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (b)

            	
              Prior
                to and during the term of the Lease, Lessee will furnish Lessor with
                Lessee's fiscal year-end financial statements within 90 days of Lessee's
                fiscal year-end and tax returns within 30 days of filing. If Lessee
                is a
                subsidiary of another company, Lessee shall supply such company's
                financial statements and guarantees as are reasonably acceptable
                to
                Lessor. Lessor's obligations to perform under any Lease is subject
                to the
                condition that the financial statements furnished to Lessor by Lessee
                present the financial condition and results of operations of Lessee
                and
                its affiliated corporations, if any, and any guarantor of Lessee's
                obligations under any Lease, as of the date of such financial statements,
                and that since the date of such statements there have been no material
                adverse changes in the assets or liabilities, the financial condition
                or
                other condition which in Lessor's or Assignee(s) sole discretion
                are
                deemed to be materially adverse. Lessee shall also provide Lessor
                with
                such other statements concerning the Lease and the condition of the
                Equipment as Lessor may from time to time
                request.

            


    

     

    
      	
              (c)

            	
              Upon
                Lessor's request, Lessee shall, with respect to each Lease, deliver
                to
                Lessor (i) a certificate of a secretarial officer of Lessee certifying
                the
                bylaw, resolution (specific or general) or corporate action authorizing
                the transactions contemplated in the Lease; (ii) an incumbency certificate
                certifying that the person signing the Lease Documents including
                the
                Master Agreement and the Lease holds the office the person purports
                to
                hold and has authority to sign on behalf of Lessee; (iii) an opinion
                of
                Lessee's counsel with respect to the representations in Section 15(a);
                (iv) an agreement with Lessor's Assignee with regard to any assignment
                as referred to in Section 10; (v) the purchase documents if
                Lessee has sold or assigned its interest in e Equipment to Lessor;
                (vi) an
                insurance certificate evidencing the insurance provided by Lessee
                pursuant
                to Section 14; and (vii) an Installation Certificate duly executed
                by
                Lessee. Failure by Lessee to deliver any of these documents
                when due shall operate, at Lessor’s option, to continue the Installation
                Term for the Lease thus delaying the Base Term Commencement Date,
                or to
                increase the Base Monthly Rental to recover costs incurred by Lessor
                consequent to the delay or the termination of the Lease as provided
                in
                Section 16.

            


    

     

    
      	
              16.

            	
              DEFAULT,
                REMEDIES

            


    

     

    
      	
              (a)

            	
              The
                following shall de deemed "Events of Default" under the
                Lease:

            


    

     

    
      	
            	
              (1)

            	
              Lessee
                fails to pay any installment of rent or other charge or amount when
                due
                under the Lease; or

            


    

     

    
      	
            	
              (2)

            	
              Except
                as expressly permitted in the Lease, Lessee attempts to remove, sell
                encumber, assign or sublease or fails to insure any of the Equipment,
                or
                fails to deliver any documents required of Lessee under the Lease;
                or

            


    

     

    
      	
            	
              (3)

            	
              Any representation
                or warranty made by Lessee or Lessee's guarantor in the Lease Documents
                or
                any document supplied in connection with the Lease Documents and/or
                any
                credit/financial statement is misleading or materially inaccurate;
                or

            


    

     

    
      	
            	
              (4)

            	
              Lessee
                fails to observe or perform any of the other obligations require
                under the
                Lease Documents; or

            


    

     

    
      	
            	
              (5)

            	
              Lessee
                fails to provide and/or maintain the insurance coverage required
                under the
                Lease Documents;
                or

            


    

     

    
      	
            	
              (6)

            	
              Lessee
                breaches any obligation, condition and/or term in any of the
                Lease Documents; or

            


    

    


    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
            	
              (7)

            	
              Lessee
                or Lessee's guarantor fails to promptly execute and deliver to Lessor
                the
                required guaranty; ceases doing business as a going concern; makes
                an
                assignment for the benefit of creditors; admits in writing its
                inability to pay its debts as they become due; files a voluntary
                petition
                in bankruptcy; is adjudicated a bankrupt or an insolvent; files a
                petition
                seeking for itself any reorganization, arrangement, composition,
                readjustment, liquidation, dissolution or similar arrangement under
                any
                present or future statute, law or regulation or ides an answer admitting
                or fails to deny the material allegations of a petition filed against
                it
                in any such proceeding; consents to or acquiesces in the appointment
                of a
                trustee, receiver, or liquidator for it or of all or any substantial
                part
                of its assets or properties, or if it or its trustee, receiver, liquidator
                or shareholders shall take any action to effect its dissolution or
                liquidation; or

            


    

     

    
      	
            	
              (8)

            	
              If
                within thirty (30) days after the commencement of any proceedings
                against
                Lessee or Lessee's guarantor seeking reorganization, arrangement,
                composition, readjustment, liquidation, dissolution or similar relief
                under any present or future statute, law or regulation, such proceedings
                shall not have been dismissed, or if within thirty (30) days after
                the
                appointment (with or without Lessee's or Lessee's guarantor's consent)
                of
                any trustee, receiver or liquidator of it or all of or any substantial
                part of its respective assets and properties, such appointment shall
                not
                be vacated.

            


    

     

    
      	
               (b)

            	
              Upon
                the happening of any Event of Default, Lessor may declare the Lessee
                to in
                default. Lessee authorizes Lessor at any time thereafter, with or
                without
                terminating the Lease, to enter any premises where the Equipment
                may be
                and take possession of the Equipment. Lessee shall, upon such declaration
                of default, without further demand, immediately pay Lessor an amount
                which
                is equal to (i) any unpaid amount due on or before Lessor declared
                the
                Lease to be in default, plus (ii) as liquidated damages for loss
                of a
                bargain and not as a penalty, an amount equal to the Stipulated Loss
                Value
                for the Equipment computed as of the date the last Base Monthly Rental
                payment was due prior to the date Lessor declared the Lease to be
                in
                default, together with interest, as provided herein, plus (iii) all
                attorney and court costs incurred by Lessor relating to the enforcement
                of
                its rights under the Lease. After an Event of Default, at the request
                of
                Lessor and to the extent requested by Lessor, Lessee shall immediately
                comply with the provisions of Section 6(d) and Lessor may sell the
                Equipment at private or public sale, in bulk or in parcels, with
                or
                without notice, without having the Equipment present at the place
                of sale;
                or Lessor may lease, otherwise dispose of or keep idle all or part
                of the
                Equipment, subject, however, to its obligation to mitigate damages.
                The
                proceeds of sale, lease or other disposition, if any, of the Equipment
                shall be applied: (1) to all Lessor's costs, charges and expenses
                incurred
                in taking, removing, holding, repairing and selling, leasing or otherwise
                disposing of the Equipment including attorney fees; then (2) to the
                extent
                not previously paid by Lessee, to pay Lessor the Stipulated Loss
                Value for
                the Equipment and all other sums owed by Lessee under the Lease,
                including
                any unpaid rent which accrued to the date Lessor declared the Lease
                to be
                in default and indemnities then remaining unpaid under the
                Lease;
                then (3) to reimburse to Lessee Stipulated Loss Value previously
                paid by
                Lessee as liquidated damages; and (4) any surplus shall be
                retained by Lessor. Lessee shall pay any deficiency in (1) and (2)
                immediately. The exercise of any of the foregoing remedies by Lessor
                shall
                not constitute a termination of the Lease unless Lessor so notifies
                Lessee
                in writing. Lessor may also proceed by appropriate court action,
                either at
                law or in equity to enforce performance by Lessee of the applicable
                covenants of the Lease or to recover damages for the breach of the
                Lease.

            


    

    


    
      	
              (c)

            	
              The
                waiver by Lessor of any breach of any obligation of Lessee shall
                not be
                deemed a waiver of any future breach of the same or any other obligation.
                The subsequent acceptance of rental payments under the Lease by Lessor
                shall not be deemed a waiver of any such prior existing breach at
                the time
                of acceptance of such rental payments. The rights afforded Lessor
                under
                Section 16 shall be cumulative and concurrent and shall be in addition
                to
                every other right or remedy provided for the Lease or now or later
                existing in law (including as appropriate all the rights of a secured
                party or lessor
                under the Uniform Commercial Code) or in equity and Lessor's exercise
                or
                attempted exercise of such rights or remedies shall not preclude
                the simultaneous or later exercise of any or all other rights or
                remedies.

            


    

     

    
      	
              (d)

            	
              In
                the event Lessee shall fail to perform any of its obligations under
                the
                Lease, then Lessor may perform the same, but shall not be obligated
                to do
                so, at the cost and expense of Lessee. In any such event, Lessee
                shall
                promptly reimburse Lessor for any such costs and expenses incurred
                by
                Lessor.

            


    

     

    
      	
              17.

            	
              LESSOR'S
                TAX BENEFITS

            


    

     

    Lessee
      acknowledges that Lessor shall be entitled to claim tax benefits, credits and
      deductions related to the Equipment for federal income tax purposes including,
      without limitation: (i) deductions on Lessor's cost of the Equipment for each
      of
      its tax years during the term of the Lease under any method of depreciation
      or
      other cost recovery formula permitted by the Internal Revenue Code of 1986,
      as
      amended (hereinafter called the "Code"), and (ii) interest deductions as
      permitted by the Code on the aggregate interest paid to any Assignee
      (hereinafter collectively "Lessor's Tax Benefits"). Lessee agrees to take no
      action inconsistent (including the voluntary substitution of Equipment) with
      the
      foregoing or which would result in - loss, disallowance, recapture or
      unavailability to Lessor of Lessor's Tax Benefits. Lessee hereby indemnifies
      Lessor and its Assignee(s) from and against (a) any loss, disallowance,
      unavailability or recapture of Lessor's Tax Benefits resulting from any action
      or failure to act of Lessee, including replacement of the Equipment, plus (b)
      all interest, penalties, costs, (including attorney fees), or additions to
      tax
      resulting from such loss, disallowance, unavailability or
      recapture.

    


    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


    
      	
              18.

            	
              GENERAL

            


    

     

    
      	
              (a)

            	
              The
                Lease shall be deemed to have been made and delivered in the State of
                Arizona and shall a governed in all respects by the laws
                of such State. THE PARTIES HERETO AGREE THAT IN THE EVENT OF AN ALLEGED
                BREACH OF ANY OF THE LEASE DOCUMENTS OR ANY DOCUMENTS RELATING THERETO
                BY
                EITHER PARTY, OR ANY CONTROVERSIES ARISE BETWEEN THE PARTIES RELATING
                TO
                THIS AGREEMENT OR ANY DOCUMENTS RELATING THERETO, AND SUCH BREACHES
                OR
                CONTROVERSIES ARE BROUGHT BEFORE ANY COURT, SUCH CONTROVERSIES SHALL
                BE
                TRIED BY A JUDGE ALONE. THE FARMS, HAVING HAD THE OPPORTUNITY TO
                CONSULT
                WITH INDEPENDENT COUNSEL OF THEIR OWN CHOOSING, HEREBY KNOWINGLY
                AND
                VOLUNTARILY WAIVE THEIR RIGHTS TO A TRIAL BY JURY IN ANY MATTER RELATING
                TO THIS AGREEMENT OR ANY DOCUMENTS RELATED
                THERETO.

            


    

    


    
      	
              (b)

            	
              The
                Lease Documents, including this Master Agreement, constitute the
                entire and only agreement(s) between Lessee and Lessor with
                respect to the lease of the Equipment, and the parties have only
                those
                rights and have incurred only those obligations as
                specifically set forth therein. The covenants, conditions, terms
                and
                provisions may not be waived or modified orally and shall supersede
                all
                previous proposals, both oral and written, negotiations, representations,
                commitments or agreements between the parties, The Lease may not
                be
                amended or discharged except by a subsequent written agreement entered
                into by duly authorized representatives of Lessor and
                Lessee.

            


    

     

    
      	
              (c)

            	
              All
                notices, consents or requests desired or required to be given under
                the
                Lease shall be in writing and shall be delivered in person or sent
                by
                certified mail, return, receipt requested, or by courier service
                to the
                address of the other party set forth in the introduction of the Master
                Agreement or to such other address as such party shall have designated
                by
                proper notice.

            


    

     

    
      	
              (d)

            	
              Each
                Schedule shall be executed in three counterparts, consecutively numbered.
                To the extent, if any, that a Schedule constitutes chattel paper
                (as such
                term is defined in the Uniform Commercial Code) no security interest
                in
                the Schedule may be created through the transfer or possession of
                any
                counterpart other than Counterpart No. 1. The Master Agreement, in
                the
                form of a photocopy, is Exhibit A to the Schedule and is not chattel
                paper
                by itself.

            


    

     

    
      	
              (e)

            	
              Section
                headings are for convenience only and shall not be construed as
                part of the Lease.

            


    

     

    
      	
              (f)

            	
              It
                is expressly understood that all of the Equipment shall be and remain
                personal property, notwithstanding the manner in which the same may
                be
                attached or affixed to realty, and, upon Lessor's request, Lessee
                shall
                secure from its mortgagee, landlord or owner of the premises a waiver
                in
                form and substance reasonably satisfactory to
                Lessor.

            


    

     

    
      	
              (g)

            	
              Lessor
                may upon written notice to Lessee advise Lessee that certain Items
                supplied to Lessee are leased to Lessor and supplied to Lessee under
                the
                Lease as a sublease. Lessee agrees to execute and deliver
                such acknowledgements and assignments in connection with such a Lease
                as
                are reasonably required. If, at any time during the term of the Lease,
                Lessor's right to lease the Equipment expires, Lessor may remove
                the
                Equipment from Lessee's premises and shall promptly provide identical
                substitute Equipment. All expenses of such substitution, including
                de-installation, installation and transportation expenses, shall
                borne by
                Lessor.

            


    

     

    
      	
              (h)

            	
              Prior
                to the delivery of any Item, the obligations of Lessor hereunder
                shall be
                suspended to the extent that it is hindered or prevented from complying
                therewith because of labor disturbances, including strikes and lockouts;
                acts of God; fires; storms; accidents; failure to deliver any Item;
                governmental regulations or interferences or any cause whatsoever
                not
                within the sole control of Lessor.

            


    

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              (i)

            	
              Any
                provision of the Master Agreement or any Schedule prohibited by or
                unlawful or unenforceable under any applicable law of any jurisdiction
                shall be ineffective as to such jurisdiction without invalidating
                the
                remaining provisions of the Master Agreement and such
                Schedule.

            


    

     

    
      	
              (j)

            	
              In
                the event article 2A of the UCC is deemed to be applicable to this
                lease,
                Lessee hereby agrees to waive any and all rights and remedies given
                by
                sections 2A-508 through 2A-522 of the UCC, including but not limited
                to
                the right to: reject the lease and equipment; cancel the lease; revoke
                acceptance of the equipment; "cover" by making any purchase or lease
                of
                equipment in substitution for property due from Lessor, grant a security
                interest in the equipment in its possession and control for any reason;
                recover damages under such UCC-2A sections for any breach of warranty
                and
                for seek remedies of specific performance, replevin or the like for
                any
                equipment.

            


    

     

    
      	
              (k)

            	
              The
                parties acknowledge that serial numbers for one or more Items may
                be
                unavailable prior to execution of the applicable Schedule. In the
                event a
                Schedule fails to indicate a serial number for one or more Items,
                Lessee
                expressly consents to Lessor's unilateral amendment of the applicable
                Schedule to insert accurate serial numbers
                therein.

            


    

     

    The
      parties have executed this Master Lease Agreement as of the date written
      above.

     

    


    
      	
              LESSOR:

            	 	
              LESSEE:

            
	
              EQUIPMENT
                LEASING SERVICES, L.L.C.

            	 	
              CMARK
                INTERNATIONAL, INC.

            
	
              By:
                /s/ W. Scott
                Powell              
                

            	 	
              By:
                /s/ Charles W.
                Jones            
                

            
	
              Name:
                W. Scott Powell

            	 	
              Name:
                Charles W. Jones

            
	
              Title:

            	 	
              Title:
                President

            


    

     

    


     

    If
      there
      are no Additional Provisions to this Master Lease Agreement, check here If
      there
      are Additional Provisions describe here: Appendix A, fair market value purchase
      option, not to exceed 25% of lessors cost; Personal Guaranty of Charles W.
      Jones, Jr. dated July 14, 2006.

     

     

     

     

    


    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

    


    ATTACHMENT
      A

     

    to
      MASTER
      LEASE AGREEMENT

     

    dated
      JULY 14, 2006

     

    between
      EQUIPMENT LEASING SERVICES, L.L.C. ("LESSOR")

     

    and
      CMARK
      INTERNATIONAL, INC. ("LESSEE")

     

    To
      calculate Stipulated Loss Value, multiply the applicable percentage, below,
      by
      the value of the applicable Item(s) set forth on the Schedule.

     

    
      	
              RENT

              PAYMENT

              NUMBER

            	
              STIP
                LOSS 

              PERCENT

            	
              RENT
                

              PAYMENT
                

              NUMBER

            	
              STIPLOSS
                

              PERCENT

            	
              RENT

              PAYMENT

              NUMBER

            	
               

            
	 	 	 	 	 	 
	
              1

            	
              110.50%

            	
              21

            	
              85.31%

            	
              41

            	
              60.13%

            
	
              2

            	
              109.24%

            	
              22

            	
              84.05%

            	
              42

            	
              58.87%

            
	
              3

            	
              107.98%

            	
              23

            	
              82.80%

            	
              43

            	
              57.61%

            
	
              4

            	
              106.62%

            	
              24

            	
              81.54%

            	
              44

            	
              56.35%

            
	
              5

            	
              105.46%

            	
              25

            	
              80.28%

            	
              45

            	
              55.09%

            
	
              6

            	
              104.20%

            	
              26

            	
              79.02%

            	
              46

            	
              53.83%

            
	
              7

            	
              102.94%

            	
              27

            	
              77.76%

            	
              47

            	
              52.57%

            
	
              8

            	
              101.68%

            	
              28

            	
              76.50%

            	
              48

            	
              51.31%

            
	
              9

            	
              100.43%

            	
              29

            	
              75.24%

            	
              49

            	
              50.05%

            
	
              10

            	
              99.17%

            	
              30

            	
              73.98%

            	
              50

            	
              48.79%

            
	
              11

            	
              97.91%

            	
              31

            	
              72.72%

            	
              51

            	
              47.53%

            
	
              12

            	
              96.65%

            	
              32

            	
              71.46%

            	
              52

            	
              46.28%

            
	
              13

            	
              95.39%

            	
              33

            	
              70.20%

            	
              53

            	
              45.02%

            
	
              14

            	
              94.13%

            	
              34

            	
              68.94%

            	
              54

            	
              43.76%

            
	
              15

            	
              92.87%

            	
              35

            	
              67.68%

            	
              55

            	
              42.50%

            
	
              16

            	
              91.61%

            	
              36

            	
              66.42%

            	
              56

            	
              41.24%

            
	
              17

            	
              90.35%

            	
              37

            	
              65.17%

            	
              57

            	
              39.98%

            
	
              18

            	
              89.09%

            	
              38

            	
              63.91%

            	
              58

            	
              38.72%

            
	
              19

            	
              87.83%

            	
              39

            	
              62.65%

            	
              59

            	
              37.46%

            
	
              20

            	
              86.57%

            	
              40

            	
              61.39%

            	
              60

            	
              36.10%

            
	 	 	 	 	
              AND
                THEREAFTER  

            


    

     

     

    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

    


    APPENDIX
      A

     

    ATTACHED
      TO AND FORMING PART OF THAT CERTAIN MASTER LEASE AGREEMENT, DATED JULY 14,2006
      BETWEEN EQUIPMENT LEASING SERVICES, LLC, AS LESSOR, AND CMARK INTERNATIONAL,
      INC., AS LESSEE, TO THE EXTENT SAME CONFLICT WITH THE TERMS OF THE MASTER LEASE
      AGREEMENT, THE TERMS HEREOF CONTROL.

     

    
      	
              1.

            	
              Lessee's
                Purchase and Renewal Options.

            


    

     

    (a)            Lessee's
      Renewal Option. If at the time the below described renewal
      option is exercised and at the commencement of any
      applicable Renewal Term (hereinafter defined), (i) no Event of Default shall
      have occurred and be continuing under any of the Leases of Items of Equipment
      created pursuant to this Master Lease Agreement and the Equipment Schedules
      pertaining to each of the Items of Equipment (the "Leases"), and (ii)
      the Lease with respect to which renewal is sought shall have been earlier
      terminated, Lessee shall be entitled, at its option, upon written notice to
      Lessor as hereinafter provided, to renew such Leases with respect to all, but
      not less than all, Items of Equipment then subject to such Leases for renewal
      terms of twelve (12) months each (the "Renewal Terms"). The first Renewal Term
      with respect to each such. Lease will commence at the expiration of the initial
      Term of such Lease, and each succeeding Renewal Term will commence at the
      expiration of the next preceding Renewal Term. All of the provisions of this
      Master Lease Agreement and the individual Leases shall be applicable during
      each
      Renewal Term with respect to such Leases, except that, during each Renewal
      Term,
      the renewal monthly rental (Renewal Rent) due under each such Lease shall be
      equal to the fair market rental value during the applicable Renewal Term of
      the
      relevant Items of Equipment, determined in accordance with Section 1(c) hereof,
      which Rent shall be payable on the first day of each calendar month, or the
      first business day thereafter, during each Renewal Term. If Lessee intends
      to
      exercise said renewal option, Lessee shall give written notice to Lessor to
      such
      effect at least 120 days prior to the expiration of the initial Term of the
      Lease whose Term first expires hereunder, in the case of the first Renewal
      Term,
      and at least 90 days prior to the expiration of the then current Renewal Term
      of
      the Lease whose Renewal Term first expires hereunder in the case of the then
      next succeeding Renewal Term. If Lessee fails to give such written notice to
      Lessor with respect to any of said Renewal Terms, it shall be conclusively
      presumed that Lessee has elected not to exercise said renewal option with
      respect to said Renewal Term and Lessee shall be deemed to have no further
      right
      to renew any of the Leases at the end of the current Term or at any time
      thereafter.

     

    (b)            Lessee's
      Purchase Option. If, at the time the below described purchase option is
      exercised and at the commencement of any applicable Renewal Term, (i) no Event
      of Default shall have occurred and be continuing under any of the Leases, and
      (ii) the Lease of those Items of Equipment whose purchase is sought shall not
      have been earlier terminated, Lessee shall be entitled, at its option, upon
      written notice to Lessor as hereinafter provided, to purchase all, but not
      less
      than all, Items of Equipment then subject to such Leases, at the expiration
      of
      the initial Term of each such Lease, or, as the case may be, at the expiration
      of the then Renewal Term of each such Lease, for an
      amount, with respect to each of the Items of Equipment, payable in immediately
      available funds, equal to the fair market sales value thereof determined in
      accordance with Section 1(c) hereof, plus any applicable sales, excise or other
      taxes imposed as a result of such sale (other than gross or net income taxes
      attributable to such sale). Lessor's sale of each of the Items of Equipment
      shall be on an as-is, where-is basis, without any representation or warranty
      of
      any kind, express or implied, by, or recourse to, Lessor. If Lessee intends
      to
      exercise said purchase option, Lessee shall give written notice to Lessor to
      such effect at least 120 days prior to the expiration of the initial Term of
      the
      Lease of Items of Equipment to be purchased whose initial Term first expires
      hereunder, or, if Lessee has renewed such Leases pursuant to Section 1(a)
      hereof, then at least 90 days prior to the expiration of the then current
      Renewal Term of the Lease whose Renewal Term first expires hereunder. If Lessee
      fails to give such written notice to Lessor as aforesaid, it shall be
      conclusively presumed that Lessee has elected not to exercise said purchase
      option and Lessee shall be deemed to have no further rights hereunder or under
      any of the Leases to purchase any of the Items of Equipment.
[Notwithstanding the provisions contained Section
      1(c) hereof, the fair market
      value is hereby established at NOT TO EXCEED
25%of lessor's cost.]

    


    
      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

     

     

    (c)            Determination
      of Fair Market Sales Value and Fair Market Rental Value. If Lessee has
      elected to exercise its renewal option, as provided in Section 1(a) hereof
      for
      the first Renewal Term or any subsequent Renewal Term, or has elected to
      exercise its purchase option as provided in Section 1(b) hereof, then as soon
      as
      practicable following Lessor's receipt of the written notice from the Lessee
      of
      Lessee's intent to exercise such option, Lessor and Lessee shall consult for
      the
      purpose of determining the fair market rental value or fair market sales value,
      as the case may be, of each of the Items of Equipment as of the end of the
      initial Term of the Leases with respect thereto, or, if such Leases have been
      renewed pursuant to Section 1(a) hereof, then as of the end of the then current
      renewal Term(s) thereof, and any such values agreed upon in writing by the
      parties shall constitute such fair market rental value or fair market sales
      value of each of the Items of Equipment for the purposes of this Section. If
      Lessor and Lessee fail to agree upon such values for the Items of Equipment,
      or
      any part thereof, prior to 30 days before the expiration of the initial Term,
      or, if the relevant Leases have been renewed, the then current Renewal Term
      of
      the Lease whose initial Term first expires hereunder, either party may request
      that such values be determined by the Appraisal Procedure described in Section
      1(d) below. Lessee agrees to pay the costs and expenses of all appraisers
      required in connection with the Appraisal Procedure. For all purposes of this
      Section, fair market sales value and fair market rental value shall be
      determined on the basis of, and shall be equal in value to, the amount which
      would be obtained in an arm's length transaction between an informed and willing
      buyer-user or lessee (other than a lessee currently in possession and a
      used-equipment or scrap dealer) and an informed and willing seller or lessor
      under no compulsion to sell or lease, and in such determination costs of removal
      of the Items of Equipment from the location of current use shall not be a
      deduction from such value, and it shall be assumed (whether or not the same
      be
      true) that the Items of Equipment have been maintained in accordance with the
      requirements of this Master Lease Agreement and would have been returned to
      Lessor at the end of the initial Term or applicable Renewal Term in return
      condition in compliance with the requirements of this Master Lease
      Agreement.

     

    (d)            Appraisal
      Procedure. The procedure for determining the fair market sales value or the
      fair market rental value, as the case may be, of the Items of the Equipment,
      or
      any part thereof, in the event that Lessor and Lessee fail to agree upon such
      values under the circumstances described in Section 1(c) hereof, shall be as
      follows: if either party hereto shall have given written notice to the other
      requesting determination of such value for all or any part of the Items of
      Equipment by the Appraisal Procedure, the parties shall consult for the purpose
      of appointing a qualified independent appraiser by mutual agreement. If no
      such
      appraiser is so appointed within 5 business days after such notice is given,
      each party shall appoint an independent appraiser within 5 business days after
      such notice is given, and the two appraisers so appointed shall within 5
      business days after such notice is given appoint a third independent
appraiser.
      If no such third appraiser is appointed within 5 business days after such notice
      is given, either party may apply to any court having jurisdiction or to an
      arbitrator selected by mutual consent of the parties to make such appointment,
      and both parties shall be bound by any appointment made by such court or
      arbitrator. Any appraiser or appraisers appointed pursuant to the foregoing
      procedure shall be instructed to determine the fair market sales value and/or
      the fair market rental value, as the case may be, of the Items of Equipment,
      in
      accordance with the provisions of this Section, within 10 days after the
      appointment of such appraiser(s). If the parties shall have appointed a single
      appraiser, his or her determination of value shall be final. If three appraisers
      shall be appointed, the values determined by the three appraisers shall be
      averaged, and such average shall constitute the fair market sales value, or
      fair
      market rental value, as the case may be for such Items of
      Equipment.

    


    


    
      	
              LESSOR:
                EQUIPMENT LEASING SERVICES, LLC

            	 	
              LESSEE:
                CMARK INTERNATIONAL, INC.

            
	
              BY:
                /s/  W. Scott
                Powell                
                

            	 	
              BY:
                /s/  Charles W
                Jones              
                

            
	
              TITLE:
                Member

            	 	
              TITLE:
                President

            
	
              DATE:
                7/26/2006

            	 	
              DATE:
                7/25/2006

            


    

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

    


    


     

    EXHIBIT
      “A”

     

    TO
      MASTER LEASE AGREEMENT FOR EQUIPMENT

    CERTIFICATION
      OF RESOLUTIONS OF THE BOARD

    OF
      DIRECTORS AND INCUMBENCY CERTIFICATE

    AUTHORIZING
      THE LEASE OF EQUIPMENT

     

    


     

    1.           Now,
      therefore, it is resolved that the officers of CMARK INTERNATIONAL, INC. (the
      "Company") are authorized and directed to enter into and perform certain leases
      (the "Leases") of certain equipment (the "Equipment"), which Leases will be
      evidenced by and created under the Master Lease Agreement For Equipment, dated
      JULY 14,2006, ("Master Lease"), between EQUIPMENT LEASING SERVICES, LLC as
      Lessor, and CMARK INTERNATIONAL, INC., as Lessee, and Equipment Schedule No,
      1
      dated JULY 14, 2006, attached to the Master Lease and any additional equipment
      schedules subsequently attached to the Master Lease (collectively, the
      "Equipment Schedules"). The lease terms of all Leases, including, without
      limitation, Leases of Items of Equipment described on any additional Equipment
      Schedules, shall commence on or before JULY 14, 2008.

     

     

    
      	
               

            	
              2.

            	
              I,  Eric
                Bromenshenkel, do hereby certify to Equipment Leasing Services,
                LLC that I am the duly elected and qualified Secretary of the Lessee
                and
                that any of the following persons whose name, title, and signature
                appears
                below are: (1) duly elected, qualified and acting officers of the
                Lessee
                and held the offices indicated on the date or dates of execution
                of the
                lease documents and (2) are authorized to execute and deliver on
                behalf of
                the Company any of the following documents (collectively "Lease
                Documents"):

            


    

     

    
      	
               

            	
              i.

            	
              the
                Master Lease and the Equipment Schedules or any of
                them.

            


    

    
      	
               

            	
              ii.

            	
              the
                Certificates of Acceptance to the Equipment Schedules or any of
                them.

            


    

    
      	
               

            	
              iii.

            	
              an
                Acknowledgement of Notice of
                Assignment.

            


    

    
      	
               

            	
              iv.

            	
              any
                financing statements required by the terms of the Leases or any of
                them.

            


    

    
      	
            	
              v.

            	
              any
                other instruments, certificates, notices or other documents required
                under
                the terms of the Leases or any plan of financing for the acquisition
                of
                the Equipment.

            


    

     

     

    
      	
              Name

            	
              Title

            	
              Signature

            
	
              Charles
                W. Jones, Jr.

            	 	
              /s/
                Charles W. Jones, Jr.

            


    

    


     

    3.            All
      acts of officers of the Company authorized in the foregoing resolutions but
      performed by such officers prior to adoption of these resolutions are hereby
      ratified and affirmed.

     

    4.            And
      it is further resolved that, in order to permit the said Lessor and its
      assigns to rely on the foregoing resolutions, such resolutions shall not be
      modified or withdrawn without fifteen (15) days prior written notice to said
      Lessor and its assigns.

     

    The
      undersigned being the duly qualified and acting Secretary of CMARK
      INTERNATIONAL, INC., hereby certifies that the above is a true copy of
      resolutions adopted by the Board of Directors at its meeting on 7-26-06.
The resolutions are in conformity with the Articles of Incorporation
      and
      Bylaws of the Company, have never been modified or repealed, and are now in
      full
      force and effect.

     

    Date:
      7-26-06

    By:  /s/
      Charles W. Jones, Jr.

    


    /s/
      Eric Bromenshenkel

    Secretary

    


    


    


    
      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

    

    


    


     

    APPENDIX
      B

     

    THIS
      PLEDGE OF ADDITIONAL COLLATERAL is attached to and made a part of that certain
      Master Lease Agreement For Equipment (the "Lease") dated July 14, 2006, by
      and
      between EQUIPMENT LEASING SERVICES, LLC, LLC as Lessor and CMARK INTERNATIONAL,
      INC., as Lessee.

     

    Pledge
      of Collateral

     

    Lessee
      hereby grants, pledges and conveys to Lessor, and/or its assigns, as additional
      collateral to the Lease a security interest in and lien on all of Lessee's
      rights, title and interest in the property described in Exhibit A
      attached hereto and made a part hereof, which property is now owned by
      Lessee.

     

    Grant
      of Security Interest

     

    As
      security therefor, Lessee hereby gives the Lessor, and/or its assigns, a
      security interest in and lien on all of the Lessee's rights, title and interest
      in the property described in Exhibit "A" attached hereto and made a part hereof,
      which property is now owned by Lessee (hereinafter called the
      "Collateral").

     

    Representations
      and Warranties of the Lessee

     

    Lessee
      hereby represents and warrants that:

     

    
      	
            	
              (i)

            	
              this
                Pledge of Additional Collateral has been duly authorized, executed
                and
                delivered by the Lessee and constitutes a legal, valid and binding
                agreement and obligation of the Lessee enforceable according to its
                terms,

            


    

     

    
      	
            	
              (ii)

            	
              neither
                the execution and delivery of this Pledge of Additional Collateral
                or the
                Lease nor the consummation of the transactions herein contemplated
                nor the
                fulfillment of, nor compliance with, the terms and provisions hereof
                will
                conflict with,
                or result in a breach of, any of the terms, conditions or provisions
                of
                the Articles of Incorporation or the bylaws of the Lessee or of any
                bond,
                debenture, note, mortgage, indenture, agreement or other instrument
                to
                which the Lessee is a party or by which it or its property may be
                bound,
                or constitute (with the giving of notice or the passage of time or
                both) a
                default thereunder, or result in the creation or imposition of any
                lien,
                charge, security interest or other encumbrance of any nature whatsoever
                upon the Collateral pursuant to the terms of any such agreement or
                instrument,

            


    

     

    
      	
            	
              (iii)

            	
              the
                Lessee has good title, as conveyed to it, to the Collateral free
                and clear
                of all security interests, liens and encumbrances, except for the
                respective interests of the Lessor,

            


    

     

    
      	
            	
              (iv)

            	
              no
                other assignment or security interest has been or will be granted
                with
                respect to the Collateral.

            


    

     

    Covenants
      of Lessee

     

    The
      Lessee agrees:

     

    
      	
               

            	
              (i)

            	
              that
                all right, title and interest of the Lessee in and to the Collateral
                and
                shall be subject and subordinate to all of the right, title and interest
                of the Lessor therein,

            


    

     

    
      	
               

            	
              (ii)

            	
              not
                  to take any material action with respect to its right, title and
                interest
                in and to the Collateral without the prior written consent of the
                Lessor,

            


    

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (iii)

            	
              to
                execute and deliver any and all papers or documents which Lessor
                may
                reasonably request from time to time in order to carry out the purposes
                hereof,

            


    

     

    
      	
            	
              (iv)

            	
              to
                keep the collateral free and clear of, or discharge within 45 days
                of the
                creation of, all mortgages, pledges, liens, charges, security interests
                and all there encumbrances whatsoever, except those created by this
                Pledge
                of Additional Collateral,

            


    

     

    
      	
               

            	
              (v)

            	
              not
                to sell, assign, transfer, mortgage or in any way encumber the Collateral,
                nor secrete, abandon or remove or attempt to remove the Collateral
                from
                the location stated in the Lease or by subsequent notification without
                the
                prior written consent of Lessor,

            


    

     

    
      	
               

            	
              (vi)

            	
              to
                allow Lessor and its representatives free access and right of inspection
                of the Collateral at all reasonable times, and in the event of loss
                or
                damage to the Collateral, to send written notice thereof to the
                Lessor.

            


    

     

    Events
      of Default/Remedies

     

    If
      an
      Event of Default as defined in the Lease shall have occurred and be continuing,
      Lessee hereby authorizes and empowers Lessor (i) to enter upon the premises,
      or
      such other place as the Collateral may be found and take possession of and
      carry
      away the Collateral as permitted by applicable law, at any time or times,
      dispose of same and apply the proceeds thereof to the balance hereof or any
      other obligations arising hereunder, all to the extent permitted by and in
      accordance with law and the terms and conditions of the Lease.

     

    In
      the
      event Lessee elects to return the leased Equipment at the expiration of the
      Lease, Lessee agrees to sell the equipment included in this Pledge of Additional
      Collateral agreement to Lessor for $1. Lessee then further agrees to return
      the
      Equipment included herein to Lessor along with all of the leased
      Equipment.

    


    


    
      	 	 	LESSEE:
              CMARK INTERNATIONAL, INC.
              


              


              BY:
                /s/ Charles W. Jones, Jr.


              Name:
                Charles W. Jones, Jr.

              


              Title:
                President

            


    

     

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    to

    APPENDIX
      B

    


     

    MANUFACTURER:

     

     

    
      	
               Quantity

            	
               Type/Model 

            	
               Description

            	
               Serial
                Number

            


    

     

                                                         

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    ATTACHMENT
      A TO PLEDGE OF ADDITIONAL COLLATERAL DATED JULY 14, 2006 BETWEEN CMA
      INTERNATIONAL, INC AS

    LESSEE
      AND EQUIPMENT LEASING SERVICES, LLC AS LESSOR

     

    


    


    
      	
              QTY

            	
              ITEM

            	
              DESCRIPTION

            	
              CALCULATION
                OF STIPULATED
                

              LOSS
                VALUE

            
	
              1

            	 	
              PO
                3584 DATE 9/6/05 PO 3584A DATE 1/6/06

            	 	
              84,015.00

            
	
              1

            	 	
              CONSTRUCT
                MOBILE KITCHEN

            	 	
              1,425.00

            
	 	 	
              CUSTOMER
                VINYL LETTERING

            	 	 
	
              1

            	
              TO5J03035

            	
              ELECTOLUX
                COMPRESSOR FOR BLAST CHILLER RELOC FROM NOLA SITE

            	 	 
	
              1

            	 	
              ELECTROLUX
                BLAST CHILLER RELOC FROM GULFPORT SITE

            	 	
              10,281.00

            
	
              1

            	
              582565

            	
              ELECTROLUX
                KETTLE RELOC FROM GULFPORT SITE

            	 	
              23,230.00

            
	
              1

            	
              583290

            	
              ELECTROLUX
                TILT SKILLET RELOC FROM NOLA SITE

            	 	
              21,150.00

            
	
              1

            	 	
              FREEZER
                SERIAL #1-4145808

            	 	
              2,099.00

            
	
              1

            	
              MODEL
                SHZ47

            	
              EXHAUST
                VENT

            	 	
              945.00

            
	
              1

            	
              601610

            	
              COOKTOP
                TWO ZONE INDUCTION SER1AL#527000010

            	 	
              1,415.00

            
	
              1

            	
              601610

            	
              COOKTOP
                TWO ZONE INDUCTION SER #527000010

            	 	
              1,415.00

            
	
              1

            	
              601601

            	
              FRONT
                TO BACK GRIDDLE SER# 52800028

            	 	
              900.00

            
	
              1

            	
              601601

            	
              FRONT
                TO BACK GRIDDLE SER# 52800021

            	 	
              900.00

            
	
              1

            	
              601601

            	
              FRONT
                TO BACK GRIDDLE SER# 52800023

            	 	
              900.00

            
	
              1

            	
              9PDD-260167-01

            	
              COMBI
                OVEN W/RACK SER# 5070000-3

            	 	
              12,180.00

            
	
              1

            	
              9PM-260167-01

            	
              COMBI
                OVEN 1N/RACK SER# 5070000-4

            	 	
              12,180.00

            
	
              1

            	
              9VTX-726377-01

            	
              ROLLIN
                REFRIG W/RACK SER# 4480000-1

            	 	 
	
               

            	 	
              ADVANCE
                TABLCO 3 WELL STAINLESS STL SINK W/ACCES

            	 	
              0.00

            
	
              1

            	 	
              6'
                X 30" STAINLESS STL TBL W/BACKSPLASH & LOWER SHELF

            	 	
              400.00

            
	
              *

            	 	
              SUBTOTAL
                CMARK MOBILE KITCHEN

            	 	
               173,435.00

            
	 	 	
              VEHICLES

            	 	 
	
              1

            	 	
              KEYSTONE
                LAREDO SER#4TDT284245J459239

            	 	 
	 	 	
              CAMPER
                SAGE COLORED PURCHASED PAW PAWS CAMPER CITY 9/7/05

            	 	 
	
              1

            	
              M05-254

            	
              LOCATED
                MOBILE AL

            	 	
              29,235.00

            
	
              1

            	
              R05-84

            	
              5TH
                WHEEL CAMPER SER# 4V0FC292951004489

            	 	
              31,835.00

            
	
              *

            	 	
              SUBTOTAL
                CMARK VEHICLES

            	 	
              61,070.00

            
	 	 	 	 	 
	 	
              Total

            	 	
              $ 

            	
              234,505.00

            


    

    


    

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        NO. 1

       

      dated
        JULY 14,2006

      incorporated
        by reference

      Master
        Agreement dated JULY 14,2006

      between
        EQUIPMENT LEASING SERVICES, LLC, as Lessor,

      and
        CMARK INTERNATIONAL, INC., as Lessee

       

      


      LESSEE
        AGREES TO LEASE THE DESCRIBED EQUIPMENT FROM LESSOR, AND LESSOR BY ACCEPTANCE
        OF
        THIS LEASE, AGREES TO LEASE THE EQUIPMENT TO LESSEE ON THE TERMS AND CONDITIONS
        SET FORTH IN THIS SCHEDULE AND THE MASTER AGREEMENT, WHICH IS INCORPORATED
        HEREIN BY REFERENCE.

      


       

      
        	
                 

              	
                1.

              	
                Equipment
                  Description:

              


      

       

      


       

      


      


      
        	
                QUANTITY

              	
                MANUFACTURER

              	
                FEATURE

              	
                DESCRIPTION

              	
                VALUE
                  FOR

                CALCULATION
                  OF

                STIPULATED
                  LOSS

                VALUE

              
	 	Various	 	 	
                $500,000.00

              
	 	 	 	 	 


      

      SEE
        ATTACHED A TO SCHEDULE NO. 1 DATED JULY 14, 2006 FOR COMPLETE EQUIPMENT
        DESCRIPTION.

      


      
        	
                2.

              	
                Base
                  Monthly Rental:

              	
                $16,074.97

              
	 	 	 
	
                3.

              	
                Equipment
                  Location:

              	
                9570
                  TWO NOTCH ROAD SUITE 4, COLUMBIA, SC 29223

              
	 	 	 
	
                4.

              	
                Equipment
                  Return Location:

              	
                To
                  Be Advise

              
	 	 	 
	
                5.

              	
                Expected
                  Delivery Date:

              	
                JULY
                  15, 2006

              
	 	 	 
	
                6.

              	
                Base
                  Term:

              	
                36
                  months

              
	 	 	 
	
                7.

              	 	
                Riders:
                  If there are no Riders, please check here __. If there are Riders,
                  attach
                  and describe here: 

                Personal
                  Guaranty of Charles W. Jones, Jr. dated July 14, 2006; Appendix
                  A, fair
                  market value purchase option not to exceed 25% of lessors
                  cost.

              
	 	 	 
	
                8.

              	
                Special
                  Terms:

              	
                N/A

              
	 	 	 
	
                9.

              	
                Lessee
                  Address for notices

              	 (if
                different than Master Agreement):


      

      


       

      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

       

      Notwithstanding
        anything herein or in the Master Agreement to the contrary, Lessee acknowledges
        and agrees, that Lessor shall be entitled to claim for federal income tax
        purposes, without limitations, all benefits, credit and deductions related
        to
        the Equipment.

       

      The
        understanding Lessee acknowledges that this Schedule authorizes the Lessor
        or
        its agents or assignee(s) to sign and execute on its behalf  any and
        all necessary documents to make public this lease transaction. The parties
        intend this transaction to be a true lease, but if any court or tribunal,
        having
        power to bind the parties, should conclude that all or part of this Schedule
        is
        not a true lease but is in the nature of a sale, consignment, or other
        transaction, the parties intend and the Lessee hereby grants a continuing
        security interest in the Equipment from the date of this Schedule to secure
        the
        payment of all Lessee's indebtedness to Lessor. In the event serial numbers
        for
        Items are unavailable upon execution hereof, Lessee authorizes Lessor to
        amend
        this Schedule by inserting correct serial numbers with respect to those
        Items.

       

      THIS
        SCHEDULE TOGETHER WITH THE LEASE DOCUMENTS AND ANY ADDITIONAL DOCUMENT(S)
        REFERRED TO IN ITEM 7 CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE LESSOR
        AND
        LESSEE AS TO THE LEASE AND THE EQUIPMENT. LESSEE ACKNOWLEDGES THAT ON OR
        BEFORE
        LESSEE’S SIGNING OF THIS SCHEDULE IT RECEIVED A COPY OF THE CONTRACT EVIDENCING
        LESSOR’S ACQUISITION OF THE EQUIPMENT.

      


                                                                                                           

      


                                                                                                                        

      


       

      


      


      


      
        	 LESSOR:  	 	 LESSEE:
	 EQUIPMENT
                LEASING SERVICES, LLC.	 	 CMARK
                INTERNATIONAL, INC.
	 	 	 
	 By:
                /s/ W Scott
                Powell              
                	 	 By:
                /s/ Charles W Jones,
                Jr.                 
                
	 Name:
                W Scott Powell	 	 Name:
                Charles W Jones, Jr.
	 Title:
                Member	 	 Title:
                President


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      


      ATTACHED
        A TO SCHEDULE NO.1 DATED JULY 14, 2006 BETWEEN CMARK INTERNATIONAL, INC.
        AS
        LESSEE AND EQUIPMENT LEASING SERVICES, LLC AS LESSOR

      


      
        	
                QTY

              	
                ITEM

              	
                DESCRIPTION

              	
                VALUE
                  FOR

                CALCULATION
                  OR

                STIPULATED

                LOSS
                  VALUE

              
	 	 	
                PO
                  3502 ELECTR1 LUX

              	 
	
                1

              	
                260088

              	
                COMBI-OVEN
                  201/ELEC 2OGN 208V

              	
                12,180.00

              
	
                1

              	
                260088

              	
                COMBI-OVEN
                  201/ELEC 2OGN 208V

              	
                12,180.00

              
	
                1

              	
                260088

              	
                COMBI-OVEN
                  201/ELEC 2OGN 208V

              	
                12,180.00

              
	
                1

              	
                260088

              	
                COMBI-OVEN
                  201/ELEC 2OGN 208V

              	
                12,180.00

              
	
                1

              	
                260088

              	
                COMBI-OVEN
                  201/ELEC 2OGN 208V

              	
                12,180.00

              
	
                1

              	
                260088

              	
                COMBI-OVEN
                  201/ELEC 2OGN 208V

              	
                12,180.00

              
	
                1

              	 	
                COMPRESSOR
                  (FOR BLAST CHILLER)

              	
                4,750.00

              
	
                1

              	 	
                COMPRESSOR
                  (FOR BLAST CHILLER)

              	
                4,750.00

              
	
                1

              	
                260300

              	
                BLAST
                  CHILLER

              	
                10,280.75

              
	
                1

              	
                260300

              	
                BLAST
                  CHILLER

              	
                10,280.75

              
	
                1

              	
                726372

              	
                DBL
                  DOOR SMART FREEZER

              	
                4,477.50

              
	
                1

              	
                726372

              	
                DBL
                  DOOR SMART FREEZER

              	
                4,477.50

              
	
                1

              	
                726372

              	
                DBL
                  DOOR SMART FREEZER

              	
                4,477.50

              
	
                1

              	
                726364

              	
                SGL
                  DOOR SMART FREEZER

              	
                3,015.00

              
	
                1

              	
                726364

              	
                SGL
                  DOOR SMART FREEZER

              	
                3,015.00

              
	
                1

              	
                726364

              	
                SGL
                  DOOR SMART FREEZER

              	
                3,015.00

              
	
                1

              	
                726364

              	
                SGL
                  DOOR SMART FREEZER

              	
                3,015.00

              
	
                1

              	
                726364

              	
                SGL
                  DOOR SMART FREEZER

              	
                3,015.00

              
	
                1

              	
                726364

              	
                SGL
                  DOOR SMART FREEZER

              	
                3,015.00

              
	
                1

              	
                726356

              	
                SGL
                  DOOR SMART REFER

              	
                2,610.00

              
	
                1

              	
                726356

              	
                SGL
                  DOOR SMART REFER

              	
                2,610.00

              
	
                1

              	
                726356

              	
                SGL
                  DOOR SMART REFER

              	
                2,610.00

              
	
                1

              	
                726356

              	
                SGL
                  DOOR SMART REFER

              	
                2,610.00

              
	
                1

              	
                726356

              	
                SGL
                  DOOR SMART REFER

              	
                2,610.00

              
	
                1

              	
                726356

              	
                SGL
                  I OOR SMART REFER

              	
                2,610.00

              
	
                1

              	
                726371

              	
                DBL
                  DOOR SMART REFER

              	
                3,825.00

              
	
                1

              	
                726371

              	
                DBL
                  DOOR SMART REFER

              	
                3,825.00

              
	
                1

              	
                726371

              	
                DBL
                  DOOR SMART REFER

              	
                3,825.00

              
	
                1

              	
                726371

              	
                DBL
                  DOOR SMART REFER

              	
                3,825.00

              
	
                1

              	
                726371

              	
                DBL
                  DOOR SMART REFER

              	
                3,825.00

              
	
                1

              	
                601610

              	
                COOKTOP
                  TWO ZONE INDUCTION

              	
                1,415.00

              
	
                1

              	
                601610

              	
                COOKTOP
                  TWO ZONE INDUCTION

              	
                1,415.00

              
	
                1

              	
                601610

              	
                COOKTOP
                  TWO ZONE INDUCTION

              	
                1,415.00

              
	
                1

              	
                601610

              	
                COOKTOP
                  TWO ZONE INDUCTION

              	
                1,415.00

              
	
                1

              	
                601610

              	
                COOKTOP
                  TWO ZONE INDUCTION

              	
                1,415.00

              
	
                1

              	
                601610

              	
                COOKTOP
                  TWO ZONE INDUCTION

              	
                1,415.00

              
	
                1

              	
                601610

              	
                COOKTOP
                  TWO ZONE INDUCTION

              	
                1,415.00

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRI I DLE

              	
                900.00

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              	
                900.00

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              	
                900.00

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              	
                900.00

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              	
                900.00

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              	
                900.00

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              	
                900.00

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              	
                900.00

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              	
                900.00

              
	
                1

              	
                582559

              	
                ELEC
                  TILTING KETTLE W/MOTOR

              	
                14,000.00

              
	
                1

              	
                582565

              	
                ELEC
                  TILTING KETTLE 40 GAL

              	
                12,000.00

              
	
                60

              	
                6019115

              	
                FRYING
                  BASKETS 12X20

              	
                3,900.00

              
	 	 	
                PO
                  3502B ELECTROLUX 9/11/05

              	 
	
                1

              	
                922007

              	
                20
                  RACK TROLLEY AIR-O-STEAM

              	
                1,756.00

              
	
                1

              	
                922007

              	
                20
                  RACK TROLLEY AIR-O-STEAM

              	
                1,756.00

              
	
                1

              	
                922007

              	
                20
                  RACK TROLLEY AIR-O-STEAM

              	
                1,756.00

              
	
                1

              	
                922007

              	
                20
                  RACK TROLLEY AIR-O-STEAM

              	
                1,756.00

              
	
                1

              	
                922007

              	
                20
                  RACK TROLLEY AIR-O-STEAM

              	
                1,756.00

              
	
                1

              	
                922007

              	
                20
                  RACK TROLLEY AIR-O-STEAM

              	
                1,756.00

              
	
                1

              	
                504199

              	
                HOOD
                  TYPE D/W;60 RACK 208/3/60

              	
                4,420.09

              
	
                1

              	
                504199

              	
                HOOD
                  TYPE D/W;60 RACK 208/3/60

              	
                4,42X00

              


      

      


      1
        OF 4

      


      


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      ATTACHED
        A TO SCHEDULE NO.1 DATED JULY 14, 2006 BETWEEN CMARK INTERNATIONAL, INC.
        AS
        LESSEE AND EQUIPMENT LEASING SERVICES, LLC AS LESSOR

      


      
        	
                QTY

              	
                ITEM

              	
                DESCRIPTION

              	
                VALUE
                  FOR

                CALCULATION
                  OR

                STIPULATED

                LOSS
                  VALUE

              
	 	 	
                PO
                  3502J SINTPLAST 9/14/05

              	 
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              	
                500.00

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET VV/WHEELS

              	
                500.00

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              	
                500.00

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              	
                500.00

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              	
                500.00

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              	
                500.00

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              	
                500.00

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              	
                500.00

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              	
                500.00

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              	
                500.00

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              	
                500.00

              
	
                 

              	 	
                PO
                  3502D
                  WA ROWN 9/15/05

              	 
	
                1

              	 	
                WALK-IN
                  COOLER W/FLOOR

              	
                4,485.91

              
	
                1

              	 	
                WALK-IN
                  COOLER W/FLOOR

              	
                4,485.91

              
	
                1

              	 	
                WALK-IN
                  COOLER W/FLOOR

              	
                4,485.91

              
	
                1

              	 	
                WALK-IN
                  COOLER W/FLOOR

              	
                4,485.91

              
	
                1

              	 	
                WALK-IN
                  COOLER W/FLOOR

              	
                4,485.91

              
	
                1

              	 	
                WALK-IN
                  CONDENSER

              	
                1,460.62

              
	
                1

              	 	
                WALK-IN
                  CONDENSER

              	
                1,460.62

              
	
                1

              	 	
                WALK-IN
                  CONDENSER

              	
                1,460.62

              
	
                1

              	 	
                WALK-IN
                  CONDENSER

              	
                1,460.62

              
	
                1

              	 	
                WALK-IN
                  CONDENSER

              	
                2,132.81

              
	
                1

              	 	
                WALK-IN
                  CONDENSER

              	
                2,132.81

              
	
                1

              	 	
                WALK-IN
                  CONDENSER

              	
                2,132.81

              
	
                1

              	 	
                WALK-IN
                  FREEZER W/FLOOR

              	
                4,485.91

              
	
                1

              	 	
                WALK-IN
                  FREEZER W/FLOOR

              	
                4,485.91

              
	 	 	
                P0
                  3502K FOOD SVC SUPPLY 9/14/05

              	 
	
                72

              	
                3CANS1430EPS

              	
                14X30
                  SHELVING

              	
                1,152.00

              
	 	 	
                P03502S
                  FOOD SVC SUPPLY 9/15/05

              	 
	
                62

              	
                SSNP74EG

              	
                74"
                  POSTS

              	
                620.00

              
	 	 	
                PO
                  3502G SINPLAST 9/14/05

              	 
	 	 	
                UNINSULATED
                  HOLDING CABINETS

              	
                1,580.00

              
	 	 	
                UNINSULATED
                  HOLDING CABINETS

              	
                1,580.00

              
	 	 	
                UNINSULATED
                  HOLDING CABINETS

              	
                1,580.00

              
	 	 	
                UNINSULATED
                  HOLDING CABINETS

              	
                1,580.00

              
	 	 	
                UNINSULATED
                  HOLDING CABINETS

              	
                1,580.00

              
	 	 	
                UNINSULATED
                  HOLDING CABINETS

              	
                1,580.00

              
	 	 	
                PO
                  3502S FOOD SVD SUPPLIES 9/14/05

              	 
	
                3

              	 	
                2
                  SHELF CART 16X30 X 32" GREY

              	
                294.00

              
	
                3

              	 	
                2
                  SHELF CART 24"X36"X32" GREY

              	
                288.00

              
	
                101

              	 	
                SHELF
                  EPDXY VAR SIZES

              	
                3,838.00

              
	 	 	
                PO
                  3502T METAL EQUIP FAB 9/8 AND 9/13/05

              	 
	
                3

              	 	
                3
                  COMPARTMENT SINK W /
                  DRAIN BOARDS

              	
                3,450.00

              
	
                1

              	 	
                3
                  COMPARTMENT SINK W /
                  DRAIN BOARDS

              	
                530.00

              
	
                2

              	 	
                DRAINBOARD
                  24" X 21" FOR 21" FRONT-TO-BACK SINK

              	
                200.00

              
	
                1

              	 	
                TABLE
                  S/S 96X30

              	
                750.00

              
	 	 	
                PO
                  3482 OFFICE MAX

              	 
	
                2700

              	 	
                STEEL
                  FOLDING CHAIR - UNPADDED

              	
                26,993.25

              
	
                240

              	 	
                PLASTIC
                  FOLDING TABLE - GREY - 8'

              	
                21,597.60

              
	
                213

              	 	
                PLASTIC
                  FOLDING TA LE - GREY - 6'

              	
                12,777.87

              
	 	 	
                PO
                  3482A ELECTROLUX 9/15/05

              	 
	
                1

              	
                726300

              	
                AIR-
                  - LAST CHILLER 208/3/60

              	
                10,281.00

              
	
                1

              	
                CDT0601
                  L6C

              	
                CLIMATE
                  CONTROL REMOTE SYSTEM

              	
                4,934.00

              
	
                1

              	
                583290

              	
                BRA
                  ISING PAN, ELECTRIC, TILTING - 26 GAL

              	
                11,000.00

              
	 	 	
                TOTAL
                  HANDLING EQUIP 11/3/05

              	 
	
                1

              	 	
                PALLET
                  JACK

              	
                400.00

              
	 	 	
                MOBILE
                  FIX EQUIP

              	 
	
                2

              	 	
                FOOD
                  WARMER 11 QUARTS, ROUND

              	
                344.46

              


      

      


      2
        OF 4

       

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      


      ATTACHED
        A TO SCHEDULE NO.1 DATED JULY 14, 2006 BETWEEN CMARK INTERNATIONAL, INC.
        AS
        LESSEE AND EQUIPMENT LEASING SERVICES, LLC AS LESSOR

      


      
        	
                QTY

              	
                ITEM

              	
                DESCRIPTION

              	
                VALUE
                  FOR

                CALCULATION
                  OR

                STIPULATED

                LOSS
                  VALUE

              
	
                2

              	 	
                SLOTTED
                  INSERT COVER

              	
                22.00

              
	
                2

              	 	
                INSET
                  PAN 11 QUARTS STAINLESS STL

              	
                46.00

              
	
                1

              	 	
                SLICER
                  12" GRAVITY FEED TOP MOUNT SHARPENER

              	
                1,350.00

              
	
                 

              	 	
                INV14887322
                  9/23/05

              	 
	
                1

              	 	
                TENT
                  FOR FEEDING

              	
                12.977.82

              
	
                 

              	 	
                MOBILE
                  FIXTURES 9/9/05

              	 
	
                16

              	 	
                SHELVES
                  - 24" X 60"

              	
                1,164.80

              
	
                16

              	 	
                CHROME
                  POSTS 74"

              	
                201.60

              
	
                13

              	 	
                S/S
                  PADDLES & SPOONS

              	
                205.31

              
	
                1

              	 	
                S/S
                  WORK TABLE 30" X 72" W/BACKSPLASH & LINDERSHELF

              	
                396.00

              
	
                3

              	 	
                DRAIN
                  LEVER/TWIST HANDLE

              	
                115.56

              
	
                4

              	 	
                ELEC
                  HOLDING CABINETS 12" X 20" X 26" W/PANS

              	
                2,958.60

              
	
                23

              	 	
                8'
                  X 30" S/s Work Table w/Backsplash and Undershelf

              	
                9,108.00

              
	
                1

              	 	
                6'
                  X 30" S/s Work Table w/ Backsplash and Undershelf

              	
                396.00

              
	
                4

              	 	
                8'
                  X 30" S/s Work Table w/Backsplash and Undershelf

              	
                1,584.00

              
	
                400

              	 	
                Serving
                  Trays

              	
                784.00

              
	 	 	
                FOOD
                  SERV SUPPLY 9/15/05

              	 
	
                240

              	 	
                SERVING
                  TRAYS - RED

              	
                400.00

              
	
                240

              	 	
                SERVING
                  TRAYS - BLUE

              	
                240.00

              
	
                24

              	 	
                SERVING
                  TRAYS - TEAL

              	
                40.00

              
	 	 	
                MISC
                  KITCHEN UTENSILS OFFICE MAX

              	
                8,758.00

              
	 	 	
                OFFICE
                  MAX

              	 
	
                136

              	 	
                Steel
                  Folding Chairs; unpadded, charcoal

              	
                5,438.64

              
	
                40

              	 	
                Steel
                  Folding Chairs; padded seats and backs, charcoal

              	
                1,599.60

              
	 	 	
                MOBILE
                  FIXTURES 9/8/05

              	 
	
                1

              	 	
                True
                  Model TS 23F

              	
                2,099.00

              
	
                1

              	 	
                True
                  Model TS 49F

              	
                2,999.00

              
	
                1

              	 	
                True
                  Model TS-23

              	
                1,669.00

              
	
                1

              	 	
                True
                  MODEL TS-23 "

              	
                1,669.00

              
	
                2

              	 	
                Titan
                  8000 Generator

              	
                1,399.00

              
	
                 

              	 	 	 
	
                2

              	 	
                Advance
                  TABCO Stainless Steel Detachable Drainboard 21" X 24" Part Number
                  N-5-24

              	
                200.00

              
	
                1

              	 	
                5'
                  X 30" Stainless Steel Table w/lower shelf w/o Back Splash

              	
                230.00

              
	
                1

              	 	
                Clark
                  Model CGH-25

              	
                400.00

              
	
                4

              	 	
                30
                  " X 60 " WORK TABLES

              	
                880.00

              
	
                1

              	 	
                1
                  LEFT DISH TABLE

              	
                474.00

              
	
                1

              	 	
                1
                  RIGHT DISH TABLE

              	
                474.87

              
	
                1

              	 	
                1
                  FIVE-WELL HOT SERVICE

              	
                1,895.00

              
	
                48

              	 	
                SHEET
                  PANS 1/2"

              	
                288.00

              
	
                1

              	
                GB18

              	
                FOOD
                  CONTAINER

              	
                389.00

              
	
                1

              	
                GB3

              	
                FOOD
                  CONTAINER

              	
                260.00

              
	
                1

              	
                GB7

              	
                FOOD
                  CONTAINER

              	
                207.00

              
	
                16

              	
                 

              	
                GB3-
                  3 GAL BEVERAGE CONTAINER - BLUE

              	
                4,160.00

              
	
                16

              	 	
                GB3-
                  3 GAL BEVERAGE CONTAINER - GREEN

              	
                4,160.00

              
	
                9

              	 	
                GB18
                  (3) & GB7L (6)

              	
                3,501.00

              
	
                 

              	 	 	 
	
                4

              	
                (35
                  GAL ICE CHEST)

              	
                GB35
                  3240451

              	
                1,180.00

              
	
                14

              	
                (USED
                  FOR JUICE)

              	
                GB-5
                  Green

              	
                2,730.00

              
	
                21

              	
                (6
                  & 9 GAL 21
                  CONTAINERS)

              	
                GB-6
                  (3) & GB-9 (18)

              	
                3,045.00

              
	
                2

              	
                INV
                  496609

              	
                Coffee
                  Urn

              	
                500.00

              
	
                1

              	
                TQ-400

              	
                Toaster

              	
                898.00

              
	
                2

              	 	
                Manual
                  Can Opener

              	
                190.00

              
	
                3

              	 	
                BBQ
                  Half Grill / Half Griddle

              	
                48.00

              
	
                50
                  DOZ

              	 	
                Dinner
                  Forks

              	
                259.00

              
	
                1

              	 	
                Battery
                  Operated Thermometer

              	
                180.00

              
	
                3

              	 	
                Electric
                  Knives

              	
                29.19

              
	
                1

              	 	
                Battery
                  Operated Can Opener

              	
                17.87

              
	
                2

              	 	
                Colanders

              	
                152.26

              


      

      


      3
        OF 4

       

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

      


      ATTACHED
        A TO SCHEDULE NO.1 DATED JULY 14, 2006 BETWEEN CMARK INTERNATIONAL, INC.
        AS
        LESSEE AND EQUIPMENT LEASING SERVICES, LLC AS LESSOR

      


      
        	
                QTY

              	
                ITEM

              	
                DESCRIPTION

              	
                VALUE
                  FOR

                CALCULATION
                  OR

                STIPULATED

                LOSS
                  VALUE

              
	
                3

              	 	
                7
                  QT Saucepans

              	
                91.44

              
	
                *

              	 	
                TOTAL
                  CMARK EQUIP INVENTORY

              	
                489,262.99

              
	 	 	 	 
	 	 	
                GULF
                  CITY BODY AND TRAILER WORKS, INC.

              	 
	
                1

              	 	
                48X102
                  TRANSCRAFT FLATBED TRAILER, BLACK IN COLOR,W SLIDING SUSPENSION,
                  LED
                  LIGHTS, 296/75R 22.5 TIRES

              	
                18,502.70

              
	 	 	
                FED
                  EXCISE TAX

              	
                1,984.62

              
	 	 	
                DELIVERY

              	
                308.00

              
	 	 	
                TOTAL
                  GULF CITY BODY AND TRAILER WORKS

              	
                20,796.32

              
	 	 	 	 
	 	 	
                TOTAL
                  CMARK EQUIP INVENTORY

              	
                479,262.99

              
	 	 	
                TOTAL
                  GULF CITY BODY AND TRAILER WORKS

              	
                20,795.32

              
	 	 	
                TOTAL
                  CMARK SCHEDULE 1

              	
                500,058.31

              


      

      


      


      


       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 

      


      4
        OF 4

      


      


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

      


      INSTALLATION
        CERTIFICATE

       

      FOR
        SCHEDULE NO. 1

      dated
        JULY 14,2006

      incorporating
        by reference

       

      Master
        Agreements dated JULY 14,2006

      between
        EQUIPMENT LEASING SERVICES, LLC, as Lessor,

      and
        CMARK
        INTERNATIONAL, INC., as Lessee

       

      Lessee
        hereby certifies (i) that the Items of Equipment described below have been
        delivered to the specified Equipment Location, and inspected by Lessee and
        have
        been found to be in good order as of the Installation Date, and (ii) at the
        quantity, description, and serial numbers as indicated below are true and
        correct.

       

      
        	
                QUANTITY

              	
                MANUFACTURER

                Various

              	
                MODEL/FEATURE

              	
                DESCRIPTION

              	
                SERIAL
                  NUMBER

              


      

       

      (As
        more
        fully described on Attachment A attached hereto and made a part
        hereof)

       

      
        	
                Installation
                  Date:

              	
                July
                  15, 2006

              


      

       

      
        	
                Equipment
                  Location:

              	
                9570
                  TWO NOTCH ROAD SUITE 4, COLUMBIA, SC
                  29223

              


      

       

      


      Lessee
        hereby represents and warrants to Lessor that on the Installation
        Date:

       

      
        	
              	
                (1)

              	
                the
                  representation and warranties of Lessee contained in the Master
                  Agreement
                  and the Schedule are true and correct in all material respects
                  as though
                  made as of the Installation Date.

              


      

       

      
        	
              	
                (2)

              	
                No
                  Event of Default as defined in the Master Agreement has occurred
                  and is
                  continuing as of the Installation
                  Date.

              


      

       

      
        	
              	
                (3)

              	
                The
                  are  in full force and effect such insurance policies with
                  respect to the Equipment as are required pursuant to the Master
                  Agreement.

              


      

       

      
        	
              	
                (4)

              	
                Lessee’s
                  agreement to pay all
                  obligations under Lease, including but not limited to Base Monthly
                  Rental,
                  is absolute and unconditional and shall not be subject to any abatement,
                  deferment, reduction, setoff, defense,
                  counterclaim or
                  recoupment for any reason
                  whatsoever

              


      

      


      


      
        


      

      
        	
                 

              	
                LESSEE:
                  CMARK INTERNATIONAL, INC.

              


      

      


      
        	
                 

              	
                By:
                  /s/ Charles W Jones,
                  Jr.                
                  

              


      

      
        	
                 

              	
                Name:
                  Charles W Jones, Jr.

              


      

      
        	
                 

              	
                Title:
                  President

              


      

       

      



      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


       
        
        ATTACHMENT
          A TO INSTALLATION CERTIFICATE FOR SCHEDULE NO. 1 DATED JULY 14, 2006 BETWEEN
          

        CMARK
          INTERNATIONAL, INC AS LESSEE AND EQUIPMENT LEASING SERVICES, LLC AS
          LESSOR

      

       

      
        	
                QTY

              	
                ITEM

              	
                DESCRIPTION

              
	 	 	
                PO
                  3502 ELECTROLUX

              
	
                1

              	
                260088

              	
                COMBI-OVEN
                  201/ELEC 2OGN 208V

              
	
                1

              	
                260088

              	
                COMBI-OVEN
                  201/ELEC 2OGN 208V

              
	
                1

              	
                260088

              	
                COMBI-OVEN
                  201/ELEC 2OGN 208V

              
	
                1

              	
                260088

              	
                COMBI-OVEN
                  201/ELEC 2OGN 208V

              
	
                1

              	
                260088

              	
                COMBI-OVEN
                  201/ELEC 2OGN 208V

              
	
                1

              	
                260088

              	
                COMBI-OVEN
                  201/ELEC 2OGN 208V

              
	
                1

              	 	
                COMPRESSOR
                  (FOR BLAST CHILLER)

              
	
                1

              	 	
                COMPRESSOR
                  (FOR BLAST CHILLER)

              
	
                1

              	
                260300

              	
                BLAST
                  CHILLER

              
	
                1

              	
                260300

              	
                BLAST
                  CHILLER

              
	
                1

              	
                260300

              	
                DBL
                  DOOR SMART FREEZER

              
	
                1

              	
                260300

              	
                DBL
                  DOOR SMART FREEZER

              
	
                1

              	
                726372

              	
                DBL
                  DOOR SMART FREEZER

              
	
                1

              	
                726372

              	
                DBL
                  DOOR SMART FREEZER

              
	
                1

              	
                726372

              	
                DBL
                  DOOR SMART FREEZER

              
	
                1

              	
                726364

              	
                DBL
                  DOOR SMART FREEZER

              
	
                1

              	
                726364

              	
                DBL
                  DOOR SMART FREEZER

              
	
                1

              	
                726364

              	
                DBL
                  DOOR SMART FREEZER

              
	
                1

              	
                726364

              	
                DBL
                  DOOR SMART FREEZER

              
	
                1

              	
                726356

              	
                SGL
                  DOOR SMART REFER

              
	
                1

              	
                726356

              	
                SGL
                  DOOR SMART REFER

              
	
                1

              	
                726356

              	
                SGL
                  DOOR SMART REFER

              
	
                1

              	
                726356

              	
                SGL
                  DOOR SMART REFER

              
	
                1

              	
                726356

              	
                SGL
                  DOOR SMART REFER

              
	
                1

              	
                726356

              	
                SGL
                  DOOR SMART REFER

              
	
                1

              	
                726371

              	
                DBL
                  DOOR SMART REFER

              
	
                1

              	
                726371

              	
                DBL
                  DOOR SMART REFER

              
	
                1

              	
                726371

              	
                DBL
                  DOOR SMART REFER

              
	
                1

              	
                726371

              	
                DBL
                  DOOR SMART REFER

              
	
                1

              	
                726371

              	
                DBL
                  DOOR SMART REFER

              
	
                1

              	
                601610

              	
                COOKTOP
                  TWO ZONE INDUCTION

              
	
                1

              	
                601610

              	
                COOKTOP
                  TWO ZONE INDUCTION

              
	
                1

              	
                601610

              	
                COOKTOP
                  TWO ZONE INDUCTION

              
	
                1

              	
                601610

              	
                COOKTOP
                  TWO ZONE INDUCTION

              
	
                1

              	
                601610

              	
                COOKTOP
                  TWO ZONE INDUCTION

              
	
                1

              	
                601610

              	
                COOKTOP
                  TWO ZONE INDUCTION

              
	
                1

              	
                601610

              	
                COOKTOP
                  TWO ZONE INDUCTION

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              
	
                1

              	
                582559

              	
                ELEC
                  TILTING KETTLE W/MOTOR

              
	
                1

              	
                582565

              	
                ELEC
                  TILTING KETTLE 40 GAL

              
	
                60

              	
                6019115

              	
                FRYING
                  BASKETS 12X20

              
	
                 

              	
                 

              	
                PO
                  3502B ELECTROLUX 9/11/05

              
	
                1

              	
                922007

              	
                20
                  RACK TROLLEY AIR-O-STEAM

              
	
                1

              	
                922007

              	
                20
                  RACK TROLLEY AIR-O-STEAM

              
	
                1

              	
                922007

              	
                20
                  RACK TROLLEY AIR-O-STEAM

              
	
                1

              	
                922007

              	
                20
                  RACK TROLLEY AIR-O-STEAM

              
	
                1

              	
                922007

              	
                20
                  RACK TROLLEY AIR-O-STEAM

              
	
                1

              	
                922007

              	
                20
                  RACK TROLLEY AIR-O-STEAM

              
	
                1

              	
                504199

              	
                HOOD
                  TYPE DNV;60 RACK 208/3/60

              
	
                1

              	
                504199

              	
                HOOD
                  TYPE DAN;60 RACK 208/3/60

              
	
                 

              	 	
                PO
                  3502J SINTPLAST 9/14/05

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              


      

      


      


      1
        OF 3

      
 

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      
        ATTACHMENT
          A TO INSTALLATION CERTIFICATE FOR SCHEDULE NO. 1 DATED JULY 14, 2006 BETWEEN
          

        CMARK
          INTERNATIONAL, INC AS LESSEE AND EQUIPMENT LEASING SERVICES, LLC AS
          LESSOR

      

      


      
        	
                QTY

              	
                ITEM

              	
                DESCRIPTION

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              
	
                 

              	 	
                PO
                  3502D  WA BROWN 9/15/05

              
	
                1

              	 	
                WALK-IN
                  COOLER W/FLOOR

              
	
                1

              	 	
                WALK-IN
                  COOLER W/FLOOR

              
	
                1

              	 	
                WALK-IN
                  COOLER W/FLOOR

              
	
                1

              	 	
                WALK-IN
                  COOLER W/FLOOR

              
	
                1

              	 	
                WALK-IN
                  COOLER W/FLOOR

              
	
                1

              	 	
                WALK-IN
                  CONDENSER

              
	
                1

              	 	
                WALK-IN
                  CONDENSER

              
	
                1

              	 	
                WALK-IN
                  CONDENSER

              
	
                1

              	 	
                WALK-IN
                  CONDENSER

              
	
                1

              	 	
                WALK-IN
                  CONDENSER

              
	
                1

              	 	
                WALK-IN
                  CONDENSER

              
	
                1

              	 	
                WALK-IN
                  CONDENSER

              
	
                1

              	 	
                WALK-IN
                  FREEZER W/FLOOR

              
	
                1

              	 	
                WALK-IN
                  FREEZER W/FLOOR

              
	
                72

              	
                72
                  3CANS1430EPS

              	
                14X30
                  SHELVING

              
	
                 

              	 	
                P03502S
                  FOOD SVC SUPPLY 9/15/05

              
	
                62

              	
                62
                  SSNP74EG

              	
                74"
                  POSTS

              
	
                 

              	
                 

              	
                PO
                  3502G SINPLAST 9/14/05

              
	
                 

              	 	
                UNINSULATED
                  HOLDING CABINETS

              
	
                 

              	 	
                UNINSULATED
                  HOLDING CABINETS

              
	
                 

              	 	
                UNINSULATED
                  HOLDING CABINETS

              
	 	 	
                UNINSULATED
                  HOLDING CABINETS

              
	 	 	
                UNINSULATED
                  HOLDING CABINETS

              
	 	 	
                UNINSULATED
                  HOLDING CABINETS

              
	 	 	
                PO
                  35025 FOOD SVD SUPPLIES 9/14/05

              
	
                3

              	 	
                2
                  SHELF CART 16X30 X 32" GREY

              
	
                3

              	 	
                2
                  SHELF CART 24"X36"X32" GREY

              
	
                101

              	 	
                SHELF
                  EPDXY VAR SIZES

              
	 	 	 PO
                3502T ETAL EQUIP FAB 918 AND 9113105
	 	 	 3
                COMPARTMENT SINK W / DRAIN
                BOARDS
	
                3

              	 	
                3
                  COMPARTMENT SINK W / DRAIN BOARDS

              
	
                1

              	 	
                DRAINBOARD
                  24" X 21" FOR 21" FRONT-TO-BACK SINK

              
	
                2

              	 	
                TABLE
                  S/S 96X30

              
	 	 	 PO
                3482 OFFICE MAX
	
                1

              	 	
                STEEL
                  FOLDING CHAIR - UNPADDED

              
	
                2700

              	 	
                PLASTIC
                  FOLDING TABLE - GREY - 8'

              
	
                240

              	 	
                PLASTIC
                  FOLDING TABLE - GREY - 6'

              
	
                213

              	 	
                PO
                  3482A ELECTROLUX 9115105

              
	 	
                726300

              	
                AIR-O-BLASTCHILLER
                  208/3/60

              
	 	
                CDT0601L6C

              	
                CLIMATE
                  CONTROL REMOTE SYSTEM

              
	
                1

              	
                583290

              	
                BRA
                  ISING PAN, ELECTRIC, TILTING - 26 GAL

              
	
                 

              	 	
                TOTAL
                  HANDLING EQUIP 11-3-05

              
	
                1

              	 	
                PALLET
                  JACK

              
	
                 

              	 	
                MOBILE
                  FIX EQUIP

              
	
                2

              	 	
                FOOD
                  WARMER 11 QUARTS, ROUND

              
	
                2

              	 	
                SLOTTED
                  INSERT COVER

              
	
                2

              	 	
                INSERT
                  PAN 11 QUARTS STAINLESS STL

              
	
                1

              	 	
                SLICER
                  12” GRAVITY FEED TOP MOUNT SHARPENER

              
	 	 	
                INV14887322
                  9/23/05

              
	
                1

              	 	
                TENT
                  FOR FEEDING

              
	 	 	
                MOBILE
                  FIXTURES 09/09/05

              


      

      


      


      2
        OF 3

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

      


      
        ATTACHMENT
          A TO INSTALLATION CERTIFICATE FOR SCHEDULE NO. 1 DATED JULY 14, 2006 BETWEEN
          

        CMARK
          INTERNATIONAL, INC AS LESSEE AND EQUIPMENT LEASING SERVICES, LLC AS
          LESSOR

         

      

      
        	
                QTY

              	
                ITEM

              	
                DESCRIPTION

              
	
                16

              	 	
                SHELVES
                  - 24" X 60"

              
	
                16

              	 	
                CHROME
                  POSTS 74"

              
	
                13

              	 	
                S/S
                  PADDLES & SPOONS

              
	
                1

              	 	
                S/S
                  WORK TABLE 30" X 72" W/BACKSPLASH & UNDERSHELF

              
	
                3

              	 	
                DRAIN
                  LEVER/TWIST HANDLE

              
	
                2

              	 	
                ELEC
                  HOLDING CA INETS 12" X 20" X 26" W/PANS

              
	
                23

              	 	
                8'
                  X 30" S/s Work Table w/Backsplash and Undershelf

              
	
                1

              	 	
                6'
                  X 30" S/s Work Table w/ Backsplash and Undershelf

              
	
                4

              	 	
                8'
                  X 30" S/s Work Table w/Backsplash and Undershelf

              
	
                400

              	 	
                Serving
                  Trays

              
	
                 

              	 	
                FOOD
                  SERV SUPPLY 9/15/05

              
	
                240

              	 	
                SERVING
                  TRAYS - RED

              
	
                240

              	 	
                SERVING
                  TRAYS - BLUE

              
	
                24

              	 	
                SERVING
                  T YS - TEAL

              
	
                 

              	 	
                MISC
                  KITCHEN UTENSILS

              
	
                 

              	 	
                OFFICE
                  MAX

              
	
                136

              	 	
                Steel
                  Folding Chairs; unpadded, charcoal

              
	
                40

              	 	
                Steel
                  Folding Chairs; padded seats and backs, charcoal

              
	
                 

              	 	
                MOBILE
                  FIXTURES 918/05

              
	
                1

              	 	
                True
                  Model TS 23F

              
	
                1

              	 	
                True
                  Model TS 49F

              
	
                1

              	 	
                True
                  Model TS-23

              
	
                1

              	 	
                True
                  Model TS-23

              
	
                1

              	 	
                Titan
                  8000 Generator

              
	 	 	 
	
                2

              	 	
                Advance
                  TABCO Stainless Steel Detachable Drainboard 21" X 24" Part Number
                  N-5-24

              
	
                1

              	 	
                5'
                  X 30" Stainless Steel Table w/lower shelf w/o Back
                  Splash

              
	
                1

              	 	
                Clark
                  Model CGH-25

              
	
                4

              	 	
                30
                  " X 60 " WORKTABLES

              
	
                1

              	 	
                1
                  LEFT DISHTABLE

              
	
                1

              	 	
                1
                  RIGHT DISHTABLE

              
	
                1

              	 	
                1
                  FIVE-WELL HOT SERVICE

              
	
                48

              	 	
                SHEET
                  PANS 1/2"

              
	
                1

              	
                GB18

              	
                FOOD
                  CONTAINER

              
	
                1

              	
                GB3

              	
                FOOD
                  CONTAINER

              
	
                1

              	
                GB7

              	
                FOOD
                  CONTAINER

              
	
                16

              	 	
                GB3-
                  3 GAL BEVERAGE CONTAINER - BLUE

              
	
                16

              	 	
                GB3-
                  3 GAL BEVERAGE CONTAINER - GREEN

              
	
                9

              	
                (35
                  GAL ICE CHEST)

              	
                GB18
                  (3) & GB7L (6)

              
	
                14

              	
                (USED
                  FOR JUICE)

              	
                GB-5
                  Green

              
	
                21

              	
                (6
                  & 9 GAL CONTAINERS)

              	
                GB-6
                  (3) & GB-9 (18)

              
	
                2

              	
                INV
                  496609

              	
                Coffee
                  Urn

              
	
                1

              	
                TQ-400

              	
                Toaster

              
	
                2

              	 	
                Manual
                  Can Opener

              
	
                3

              	 	
                BBQ
                  Half Grill / Half Griddle

              
	
                50
                  DOZ

              	 	
                Dinner
                  Forks

              
	
                1

              	 	
                Battery
                  Operated Thermometer

              
	
                3

              	 	
                Electric
                  Knives

              
	
                1

              	 	
                Battery
                  Operated Can Opener

              
	
                2

              	 	
                Colanders

              
	
                3

              	 	
                7
                  QT Saucepans

              
	
                 

              	 	
                GULF
                  CITY BODY AND TRAILER WORKS, INC.

              
	 	 	
                48X102
                  TRANSCRAFT FLATTED T ILER, BLACK IN COLOR,W SLIDING SUSPENSION,
                  LED
                  LIGHTS, 296/75R 22.5 TIRES

              
	 	 	
                FED
                  EXCISE TAX

              
	 	 	
                DELIVERY

              
	 	 	 


      

      


       

      3
        OF 3

       

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

      


       

      ACKNOWLEDGEMENT
        OF ASSIGNMENT

       

      


       

      Re:
        Master Lease Agreement For Equipment (the "Agreement") dated JULY 14,2006
        between. EQUIPMENT LEASING SERVICES, LLC ("LESSOR") and CMARK INTERNATIONAL,
        INC.. ("LESSEE").

       

      Lessor
        hereby gives notice to Lessee that it has assigned the Lease and Schedule
        No. I
        dated JULY 14,2006 attached to the Agreement ("Equipment Schedule”)

       

      Lessor
        hereby gives notice to Lessee that it has assigned all of its right, title
        and
        interest in and to the Agreement, the Equipment Schedule, and all
        certificates and other attachments thereto
        (the " "Riders"), for financing purposes, to the following Assignee
        ("Assignee"):

       

      TENNESSEE
        COMMERCE BANK

      381
        MALLORY STATION ROAD #207

      FRANKLIN,
        TN 37067

       

      For
        any
        account questions, please contact Equipment Leasing Services, LLC
        480-443-8984.

       

      Lessor
        and Lessee, hereby warrant that the above referenced Agreement, Equipment
        Schedule, and any Riders constitute the entire agreement between the Lessor
        and
        Lessee as it pertains to the leasing of the Equipment by Lessee and the terms
        for such leasing transactions as set forth in the Agreement and the Equipment
        Schedule.

       

      In
        connection with the foregoing, Lessor hereby directs Lessee, and Lessee hereby
        agrees, to make any and all payments required to be made pursuant to the
        Agreement and the Equipment Schedule and any Riders thereto, commencing with
        the
        rental payment due on SEPTEMBER 1, 2006, (for a total of  34 rental
        payments of $ 16,074.97) each directly to the Assignee at the address set
        forth
        above. The parties hereto agree that payment to the Assignee of such amounts
        required under the Agreement and Equipment Schedule will relieve Lessee of
        its
        obligation to make payments to Lessor. All such payments should be made to
        the
        Assignee until the Assignee advises otherwise. Lessee acknowledges that it
        has
        no rights of early termination other than as specified in the
        Agreement.

       

      Lessee
        hereby represents and agrees as follows: (i) the Lease created hereunder
        the
        Agreement and the Equipment Schedule ("Leases") are in full force and effect
        on
        the date hereof and Lessee is not in default thereunder; (ii) Lessee's
        obligation to make all payments as set forth in the Leases is unconditional
        and
        it will make all of said payments, including any Termination
        Payments, to
        the Assignee without any right or setoff, defense or counterclaim; (iii)
        Assignee shall enjoy all
        of Lessor's rights and privileges under the Lease but shall not be chargeable
        with any obligations or liabilities under
        the Leases; (iv) any
        notice which Lessee is required to give Lessor under any of the Leases shall
        be
        sent with a copy to
        Assignee; and (v) Lessee will not permit the Leases, or any of the provisions
        contained therein to be amended or waived
        without the written
        consent of Assignee.

      


      


      WITNESS
        the due execution hereof this day, JULY 14, 2006.

      


      


      
        	
                LESSOR:
                  EQUIPMENT LEASING SERVICES, LLC

              	 	
                LESSEE:
                  CMARK INTERNATIONAL, INC.

              
	 	 	 
	
                By:
                  /s/ W Scott
                  Powell                       
                  

              	 	
                By:
                  /s/ Charles W Jones.
                  Jr.                          

              
	
                Title:
                  Member

              	 	
                Title:
                  President

              
	
                Date:
                  7/25/2006

              	 	
                Date:
                  July 25, 2006

              


      


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      


       

      UNCONDITIONAL
        BILL OF SALE

       

      KNOW
        ALL
        TO WHOM THESE PRESENTS SHALL COME, that CMARK INTERNATIONAL, (Seller"), for
        the
        amount of $500,000.00, the receipt and sufficiency of which are
        hereby acknowledged, paid by or on behalf OF Equipment Leasing Services,
        LLC
        ("Purchaser"), does hereby grant, bargain, sell and transfer and de deliver
        unto
        Purchaser, its successors and assigns, all of Seller's right, title and interest
        in the equipment described on the Attachment hereto (the "Equipment"), except
        for any software which Seller is merely licensing under its standard licensing
        terms.

       

      TO
        HAVE
        AND TO HOLD the Equipment unto Purchaser, its successors an assigns,
        forever,

       

      SELLER
        HEREBY WARRANTS TO PURCHASER, ITS SUCCESSORS AND ASSIGNS, THAT THE EQUIPMENT
        IS
        NOT NEWLEY MANUFACTURED AND, IF A APPLICABLE, IS ELIGIBLE FOR THE MANUFACTURER'S
        MAINTENANCE AGREEMENT AND THAT SELLER HAS GOOD AND MARKETABLE TITLE TO
-THE EQUIPMENT, FREE AND CLEAR OF ALL CLAIMS, LIENS, ENCUMBRANCES
        AND
        RIGHTS OF OTHERS OF ANY NATURE WHATSOEVER. SELLER HEREBY INDEMNIFIES PURCHASER,
        ITS SUCCESSORS AND ASSIGNS, AGAINST ALL CLAIMS AND COSTS INCURRED IN THE
        DEFENSE
        OF TITLE TO THE EQUIPMENT AND/OR REMOVAL OF ANY CLAIMS OR ENCUMBRANCES AGAINST
        THE EQUIPMENT BY ANYONE CLAIMING BY OR THROUGH SELLER.

       

      This
        Unconditional Bill of Sale has been delivered in
        and shall be governed by the laws of the State of Arizona.

       

      IN
        WITNESS WHEREOF, Seller has executed this instrument as of JULY 14,
        2006.

       

      CMARK
        INTERNATIONAL, INC.

       

      By:
        /s/  Charles W. Jones,
        Jr.                     


       

      Name: 
        Charles W. Jones, Jr.

       

      Title:   
        President                    
                 


      


      


      


      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

      


      ASSIGNMENT,
        PURCHASE AGREEMENT AND UNCONDITIONAL BILL OF SALE FOR SCHEDULE NO. 1 DATED
        JULY
        14, 2006

      BETWEEN
        CMARK INTERNATIONAL, INC AS SELLER AND EQUIPMENT LEASING SERVICES, LLC AS
        PURCHASER

       

      
        	
                QTY

              	
                ITEM

              	
                DESCRIPTION

              
	 	 	
                PO
                  3502 ELECTROLUX

              
	
                1

              	
                260088

              	
                COMBI-OVEN
                  201/ELEC 2OGN 208V

              
	
                1

              	
                260088

              	
                COMBI-OVEN
                  201/ELEC 2OGN 208V

              
	
                1

              	
                260088

              	
                COMBI-OVEN
                  201/ELEC 2OGN 208V

              
	
                1

              	
                260088

              	
                COMBI-OVEN
                  201/ELEC 2OGN 208V

              
	
                1

              	
                260088

              	
                COMBI-OVEN
                  201/ELEC 2OGN 208V

              
	
                1

              	
                260088

              	
                COMBI-OVEN
                  201/ELEC 2OGN 208V

              
	
                1

              	 	
                COMPRESSOR
                  (FOR BLAST CHILLER)

              
	
                1

              	 	
                COMPRESSOR
                  (FOR BLAST CHILLER)

              
	
                1

              	
                260300

              	
                BLAST
                  CHILLER

              
	
                1

              	
                260300

              	
                BLAST
                  CHILLER

              
	
                1

              	
                260300

              	
                DBL
                  DOOR SMART FREEZER

              
	
                1

              	
                260300

              	
                DBL
                  DOOR SMART FREEZER

              
	
                1

              	
                726372

              	
                DBL
                  DOOR SMART FREEZER

              
	
                1

              	
                726372

              	
                DBL
                  DOOR SMART FREEZER

              
	
                1

              	
                726372

              	
                DBL
                  DOOR SMART FREEZER

              
	
                1

              	
                726364

              	
                DBL
                  DOOR SMART FREEZER

              
	
                1

              	
                726364

              	
                DBL
                  DOOR SMART FREEZER

              
	
                1

              	
                726364

              	
                DBL
                  DOOR SMART FREEZER

              
	
                1

              	
                726364

              	
                DBL
                  DOOR SMART FREEZER

              
	
                1

              	
                726356

              	
                SGL
                  DOOR SMART REFER

              
	
                1

              	
                726356

              	
                SGL
                  DOOR SMART REFER

              
	
                1

              	
                726356

              	
                SGL
                  DOOR SMART REFER

              
	
                1

              	
                726356

              	
                SGL
                  DOOR SMART REFER

              
	
                1

              	
                726356

              	
                SGL
                  DOOR SMART REFER

              
	
                1

              	
                726356

              	
                SGL
                  DOOR SMART REFER

              
	
                1

              	
                726371

              	
                DBL
                  DOOR SMART REFER

              
	
                1

              	
                726371

              	
                DBL
                  DOOR SMART REFER

              
	
                1

              	
                726371

              	
                DBL
                  DOOR SMART REFER

              
	
                1

              	
                726371

              	
                DBL
                  DOOR SMART REFER

              
	
                1

              	
                726371

              	
                DBL
                  DOOR SMART REFER

              
	
                1

              	
                601610

              	
                COOKTOP
                  TWO ZONE INDUCTION

              
	
                1

              	
                601610

              	
                COOKTOP
                  TWO ZONE INDUCTION

              
	
                1

              	
                601610

              	
                COOKTOP
                  TWO ZONE INDUCTION

              
	
                1

              	
                601610

              	
                COOKTOP
                  TWO ZONE INDUCTION

              
	
                1

              	
                601610

              	
                COOKTOP
                  TWO ZONE INDUCTION

              
	
                1

              	
                601610

              	
                COOKTOP
                  TWO ZONE INDUCTION

              
	
                1

              	
                601610

              	
                COOKTOP
                  TWO ZONE INDUCTION

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              
	
                1

              	
                601601

              	
                FRONT
                  TO BACK GRIDDLE

              
	
                1

              	
                582559

              	
                ELEC
                  TILTING KETTLE W/MOTOR

              
	
                1

              	
                582565

              	
                ELEC
                  TILTING KETTLE 40 GAL

              
	
                60

              	
                6019115

              	
                FRYING
                  BASKETS 12X20

              
	
                 

              	
                 

              	
                PO
                  3502B ELECTROLUX 9/11/05

              
	
                1

              	
                922007

              	
                20
                  RACK TROLLEY AIR-O-STEAM

              
	
                1

              	
                922007

              	
                20
                  RACK TROLLEY AIR-O-STEAM

              
	
                1

              	
                922007

              	
                20
                  RACK TROLLEY AIR-O-STEAM

              
	
                1

              	
                922007

              	
                20
                  RACK TROLLEY AIR-O-STEAM

              
	
                1

              	
                922007

              	
                20
                  RACK TROLLEY AIR-O-STEAM

              
	
                1

              	
                922007

              	
                20
                  RACK TROLLEY AIR-O-STEAM

              
	
                1

              	
                504199

              	
                HOOD
                  TYPE DNV;60 RACK 208/3/60

              
	
                1

              	
                504199

              	
                HOOD
                  TYPE DAN;60 RACK 208/3/60

              
	
                 

              	
                 

              	
                PO
                  3502J SINTPLAST 9/14/05

              
	
                1

              	
                 

              	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              


      

      


      


      1
        OF 3

       

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

      


      
        ASSIGNMENT,
          PURCHASE AGREEMENT AND UNCONDITIONAL BILL OF SALE FOR SCHEDULE NO. 1 DATED
          JULY
          14, 2006

        BETWEEN
          CMARK INTERNATIONAL, INC AS SELLER AND EQUIPMENT LEASING SERVICES, LLC
          AS
          PURCHASER

      

      


      
        	
                QTY

              	
                ITEM

              	
                DESCRIPTION

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              
	
                1

              	 	
                LG
                  INSULATED UPRIGHT CABINET W/WHEELS

              
	 	 	
                PO
                  3502D WA BROWN 9/15/05

              
	
                1

              	 	
                WALK-IN
                  COOLER W/FLOOR

              
	
                1

              	 	
                WALK-IN
                  COOLER W/FLOOR

              
	
                1

              	 	
                WALK-IN
                  COOLER W/FLOOR

              
	
                1

              	 	
                WALK-IN
                  COOLER W/FLOOR

              
	
                1

              	 	
                WALK-IN
                  COOLER W/FLOOR

              
	
                1

              	 	
                WALK-IN
                  CONDENSER

              
	
                1

              	 	
                WALK-IN
                  CONDENSER

              
	
                1

              	 	
                WALK-IN
                  CONDENSER

              
	
                1

              	 	
                WALK-IN
                  CONDENSER

              
	
                1

              	 	
                WALK-IN
                  CONDENSER

              
	
                1

              	 	
                WALK-IN
                  CONDENSER

              
	
                1

              	 	
                WALK-IN
                  CONDENSER

              
	
                1

              	 	
                WALK-IN
                  FREEZER W/FLOOR

              
	
                1

              	 	
                WALK-IN
                  FREEZER W/FLOOR

              
	
                 

              	 	PO
                3502K FOOD SVC SUPPLY 09/14/05
	
                72

              	
                72
                  3CANS1430EPS

              	
                14X30
                  SHELVING

              
	
                 

              	 	
                P03502S
                  FOOD SVC SUPPLY 9/15/05

              
	
                62

              	
                62
                  SSNP74EG

              	
                74"
                  POSTS

              
	
                 

              	 	
                PO
                  3502G SINPLAST 9/14.105

              
	
                 

              	 	
                UNINSULATED
                  HOLDING CABINETS

              
	
                 

              	 	
                UNINSULATED
                  HOLDING CABINETS

              
	
                 

              	 	
                UNINSULATED
                  HOLDING CABINETS

              
	
                 

              	 	
                UNINSULATED
                  HOLDING CABINETS

              
	
                 

              	 	
                UNINSULATED
                  HOLDING CABINETS

              
	
                 

              	 	
                UNINSULATED
                  HOLDING CABINETS

              
	
                 

              	 	
                PO
                  35025 FOOD! SVD SUPPLIES 9/14/05

              
	
                3

              	 	
                2
                  SHELF CART 16X30 X 32" GREY

              
	
                3

              	 	
                2
                  SHELF CART 24"X36"X32" GREY

              
	
                101

              	 	
                SHELF
                  EPDXY VAR SIZES

              
	
                 

              	 	
                PO
                  3502T ETAL EQUIP FAB 918 AND 9/13/05

              
	
                 3

              	 	 3
                COMPARTMENT SINK W / DRAIN BOARDS
	
                 1

              	 	 3
                COMPARTMENT SINK W / DRAIN BOARDS
	
                2

              	 	
                DRAINBOARD
                  24" X 21" FOR 21" FRONT-TO-BACK SINK

              
	
                1

              	 	
                TABLE
                  S/S 96X30

              
	
                 

              	 	PO
                3482 OFFICE MAX
	
                 

              	 	
                STEEL
                  FOLDING CHAIR - UNPADDED

              
	
                2700

              	 	
                PLASTIC
                  FOLDING TABLE - GREY - 8'

              
	
                240

              	 	
                PLASTIC
                  FOLDING TABLE - GREY - 6'

              
	
                213

              	 	
                PO
                  3482A ELECTROLUX 9115105

              
	
                 

              	
                726300

              	
                AIR-O-BLASTCHILLER
                  208/3/60

              
	
                 

              	
                CDT0601L6C

              	
                CLIMATE
                  CONTROL REMOTE SYSTEM

              
	
                1

              	
                583290

              	
                BRAISING
                  PAN, ELECTRIC, TILTING - 26 GAL

              
	
                 

              	 	
                TOTAL
                  HANDLING EQUIP 11-3-05

              
	
                1

              	 	
                PALLET
                  JACK

              
	
                 

              	 	
                MOBILE
                  FIX EQUIP

              
	
                2

              	 	
                FOOD
                  WARMER 11 QUARTS, ROUND

              
	
                2

              	 	
                SLOTTED
                  INSERT COVER

              
	
                2

              	 	
                INSERT
                  PAN 11 QUARTS STAINLESS STL

              
	
                1

              	 	
                SLICER
                  12” GRAVITY FEED TOP MOUNT SHARPENER

              
	
                 

              	 	
                INV14887322
                  9/23/05

              
	
                1

              	 	
                TENT
                  FOR FEEDING

              
	
                 

              	 	
                MOBILE
                  FIXTURES 09/09/05

              


      

      


      


      2
        OF 3

       

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

      


      
        ASSIGNMENT,
          PURCHASE AGREEMENT AND UNCONDITIONAL BILL OF SALE FOR SCHEDULE NO. 1 DATED
          JULY
          14, 2006

        BETWEEN
          CMARK INTERNATIONAL, INC AS SELLER AND EQUIPMENT LEASING SERVICES, LLC
          AS
          PURCHASER

      

      


      
        	
                QTY

              	
                ITEM

              	
                DESCRIPTION

              
	
                16

              	 	
                SHELVES
                  - 24" X 60"

              
	
                16

              	 	
                CHROME
                  POSTS 74"

              
	
                13

              	 	
                S/S
                  PADDLES & SPOONS

              
	
                1

              	 	
                S/S
                  WORK TABLE 30" X 72" W/BACKSPLASH & UNDERSHELF

              
	
                3

              	 	
                DRAIN
                  LEVER/TWIST HANDLE

              
	
                2

              	 	
                ELEC
                  HOLDING CA INETS 12" X 20" X 26" W/PANS

              
	
                23

              	 	
                8'
                  X 30" S/s Work Table w/Backsplash and Undershelf

              
	
                1

              	 	
                6'
                  X 30" S/s Work Table w/ Backsplash and Undershelf

              
	
                4

              	 	
                8'
                  X 30" S/s Work Table w/Backsplash and Undershelf

              
	
                400

              	 	
                Serving
                  Trays

              
	 	 	
                FOOD
                  SERV SUPPLY 9/15/05

              
	
                240

              	 	
                SERVING
                  TRAYS - RED

              
	
                240

              	 	
                SERVING
                  TRAYS - BLUE

              
	
                24

              	 	
                SERVING
                  T YS - TEAL

              
	 	 	
                MISC
                  KITCHEN UTENSILS

              
	 	 	
                OFFICE
                  MAX

              
	
                136

              	 	
                Steel
                  Folding Chairs; unpadded, charcoal

              
	
                40

              	 	
                Steel
                  Folding Chairs; padded seats and backs, charcoal

              
	 	 	
                MOBILE
                  FIXTURES 918/05

              
	
                1

              	 	
                True
                  Model TS 23F

              
	
                1

              	 	
                True
                  Model TS 49F

              
	
                1

              	 	
                True
                  Model TS-23

              
	
                1

              	 	
                True
                  Model TS-23

              
	
                1

              	 	
                Titan
                  8000 Generator

              
	
                2

              	 	
                Advance
                  TABCO Stainless Steel Detachable Drainboard 21" X 24" Part Number
                  N-5-24

              
	
                1

              	 	
                5'
                  X 30" Stainless Steel Table w/lower shelf w/o Back
                  Splash

              
	
                1

              	 	
                Clark
                  Model CGH-25

              
	
                4

              	 	
                30
                  " X 60 " WORKTABLES

              
	
                1

              	 	
                1
                  LEFT DISHTABLE

              
	
                1

              	 	
                1
                  RIGHT DISHTABLE

              
	
                1

              	 	
                1
                  FIVE-WELL HOT SERVICE

              
	
                48

              	 	
                SHEET
                  PANS 1/2"

              
	
                1

              	
                GB18

              	
                FOOD
                  CONTAINER

              
	
                1

              	
                GB3

              	
                FOOD
                  CONTAINER

              
	
                1

              	
                GB7

              	
                FOOD
                  CONTAINER

              
	
                16

              	
                 

              	
                GB3-
                  3 GAL BEVERAGE CONTAINER - BLUE

              
	
                16

              	
                 

              	
                GB3-
                  3 GAL BEVERAGE CONTAINER - GREEN

              
	
                9

              	
                (35
                  GAL ICE CHEST)

              	
                GB18
                  (3) & GB7L (6)

              
	
                14

              	
                (USED
                  FOR JUICE)

              	
                GB-5
                  Green

              
	
                21

              	
                (6
                  & 9 GAL CONTAINERS)

              	
                GB-6
                  (3) & GB-9 (18)

              
	
                2

              	
                INV
                  496609

              	
                Coffee
                  Urn

              
	
                1

              	
                TQ-400

              	
                Toaster

              
	
                2

              	 	
                Manual
                  Can Opener

              
	
                3

              	 	
                BBQ
                  Half Grill / Half Griddle

              
	
                50
                  DOZ

              	 	
                Dinner
                  Forks

              
	
                1

              	 	
                Battery
                  Operated Thermometer

              
	
                3

              	 	
                Electric
                  Knives

              
	
                1

              	 	
                Battery
                  Operated Can Opener

              
	
                2

              	 	
                Colanders

              
	
                3

              	 	
                7
                  QT Saucepans

              
	
                 

              	 	
                GULF
                  CITY BODY AND TRAILER WORKS, INC.

              
	
                 

              	 	
                48X102
                  TRANSCRAFT FLATTED TRAILER, BLACK IN COLOR,W SLIDING SUSPENSION,
                  LED
                  LIGHTS, 296/75R 22.5 TIRES

              
	
                 

              	 	
                FED
                  EXCISE TAX

              
	
                 

              	 	
                DELIVERY

              
	 	 	 


      

      


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