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Exhibit 10.2
EQUIPMENT LEASE AGREEMENT
THIS AGREEMENT (the "Agreement")
is made and entered into by and between WWW.ELINKSYSTEMS.COM,LLC, a
Texas Based Company ("Lessor"), and CLAIMSNET.COM
__________________, a ___ Delaware Corporation
_______________ ("Lessee" and collectively with Lessor, the
"Parties"), as of December 1, 2006.
1. EQUIPMENT LEASED .
Lessor hereby leases to Lessee, and Lessee leases from Lessor, the
property (hereinafter referred to as the "Equipment"), set forth in
Exhibit A , which is attached hereto and made a part
hereof. Exhibit A may be modified from time to time upon the
separate written agreement of the Parties.
2. TERM AND RENT .
The term of this Agreement (the "Lease Term") shall commence on the
date first above written and, subject to any right to terminate the
Agreement herein, shall remain in force for three years from that
date; provided, however, that Lessor may terminate this Agreement
at any time by giving prior notice to Lessee, not less than three
(3) days before the date of such termination. Unless a
different pay period is subsequently agreed to by the Parties, rent
in the amount of Four Thousand, Seventy Eight and 39/100 Dollars
($4,078.39) shall be paid by Lessee to Lessor on the first day of
each month during the Lease Term.
3. TITLE . This
Agreement creates a lease only of the Equipment and, except as
otherwise stated in Section 6 below, nothing contained herein
or the payment of rent hereunder shall enable Lessee to acquire any
right, title, or other interest in or to the Equipment other than
that of a lessee. Lessee will not (i) subject the Equipment to
any claims, liens or encumbrances, (ii) sell, sublet or lend
the Equipment, or (iii) permit the Equipment to be used by
anyone other than Lessee and its employees and agents.
4. TAXES AND OTHER
CHARGES . Unless subsequently agreed to otherwise by the
Parties:
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(a)
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Lessee shall pay and/or be responsible for all
sales and use taxes imposed on the possession, use, or operation of
the Equipment during the term of this Agreement.
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(b)
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Lessee assumes all responsibility and shall pay
the cost and expense for all licensing, registrations, permits, and
such other certificates as may be required for the lawful operation
of the Equipment during the term of this Agreement.
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(c)
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Lessee shall observe all safety rules and other
requirements of regulatory bodies having jurisdiction and shall pay
all fines assessed.
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(d)
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Lessor may pay any tax, licensing, registration,
or permit fee, fine, or other charge, whether levied, assessed,
charged, or imposed against Lessor or the Lessee. If such payment
is made by Lessor, Lessee shall reimburse Lessor. Lessor shall also
have the right of offset in the event Lessor owes any monies to
Lessee.
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5. LOCATION OF
EQUIPMENT . The Equipment shall not be delivered to Lessee
during the Lease Term, but shall remain at Lessor’s place of
business or other location as determined by the Lessor.
6. PURCHASE OPTION .
At the end of the Lease Term, as further consideration for the
payment of rent by the Lessee, the Lessee shall have the right, but
not the obligation, to purchase all of the Equipment for the amount
of One Dollar ($1.00) (the "Purchase Option"). Lessee shall notify
Lessor no later than thirty (30) days prior to the end of the
Lease Term of its intention to exercise the Purchase Option. If
Lessee fails to provide such notice, the Purchase Option shall
expire thirty (30) days prior to the end of the Lease
Term.
7. MAINTENANCE AND
REPAIR . Lessee shall purchase and pay all operating expenses
necessary for the operation of the Equipment, and at Lessee’s
sole cost and expense keep the Equipment in good repair, condition,
and operating order. In the event Lessor pays any such costs,
Lessor shall invoice Lessee for such costs for payment. Lessor
shall have the right of offset in the event Lessor owes any monies
to Lessee. At the end of the Lease Term, unless Lessee exercises
the Purchase Option, Lessee shall return the Equipment, if
necessary, to Lessor at Lessor’s place of business in
operating order and in the same condition and state of repair as it
was on the date of this Agreement, ordinary wear and tear
excepted.
8. LOSS, DAMAGE AND
INSURANCE . As between the Parties, Lessee accepts all risks of
loss and damage to the Equipment ("Loss") from the shipment of the
Equipment, if applicable, to Lessee until returned to Lessor.
Lessee Must notify Lessor immediately if there is any Loss and
Lessor will demand that Lessee either (a) repair or replace
the Equipment or (b) pay Lessor the "Stipulated Loss Value"
which is the sum of (i) all Rent and other amounts due, and
currently owed to Lessor under the Lease, including unpaid taxes,
(ii) all future Rent payments that would accrue over the
remaining Lease Term plus Lessor’s estimated value of the
residual interest of all of the Equipment at the end of the Lease
Term, such sum to be discounted to present value at a discount rate
equal to the Federal Reserve Bank Discount Rate in effect at the
date of this Agreement and (iii) any costs and expenses
incurred as a result of this event. For the Lease Term set forth
above, Lessee will maintain property casualty insurance in an
amount equal to the replacement value of the Equipment naming
Lessor as loss payee and public liability and third party property
damage insurance naming Lessor as an additional insured. At
Lessor’s request, Lessee will deliver the policies or
certificates of insurance to Lessor. If Lessee does not give Lessor
evidence of insurance we may obtain such insurance and charge
Lessee for the cost. The foregoing policies shall provide that it
may not be cancelled or materially altered without at least
30 days’ prior written notice to Lessor.
9. DEFAULT . Each of
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