MASTER EQUIPMENT LEASE AGREEMENT

Exhibit 10.2

MASTER EQUIPMENT LEASE AGREEMENT

Lessee agrees to lease from Lessor the Equipment described in each related Schedule which is executed pursuant hereto. Each Schedule together with this Master Equipment Lease Agreement ( “Master Lease” ) will constitute a separate lease for the Equipment subject thereto. In the event of any conflict between the Master Lease and any Schedule, the terms of the Schedule will control.

SECTION 1. DEFINITIONS.

“ Affiliate ” means Lessee’s parent, or an entity in which Lessee or its parent own a controlling interest including, without limitation, all present affiliates of Lessee listed in Exhibit A hereto, if applicable.

“ Base Rent ” means the periodic basic rent due as set forth on a Schedule, or, where lease rate factors are shown on a Schedule, the periodic basic rent due will be the product of the Equipment cost and the applicable lease rate factor.

“ Base Term ” means the full number of consecutive calendar months set forth on the Schedule commencing on the Base Term Date (except that all references herein to month(s) or monthly will be deemed to mean quarter(s) or quarterly if the Schedule specifies that Base Rent is paid quarterly).

“ Base Term Date ” means the first day of the first full calendar month following the Date of Acceptance for all Units of Equipment to be leased under a Schedule.

“ Casualty Value ” will be determined for each Unit of Equipment by multiplying the percentage stated opposite the month of the Base Term by the Equipment cost as stated in the applicable Certificate of Acceptance, interpolating values if necessary, as set forth in the Casualty Value table included with each Schedule.

“Certificate of Acceptance ” means an executed certificate signed by an authorized signatory of Lessee confirming the Date of Acceptance.

“ Date of Acceptance ” means the date of acceptance of a Unit of Equipment by Lessee or such other date if specified on the Schedule.

“ Equipment ” means the property and other Soft Costs described on a Schedule, including without limitation, replacements, additions, attachments, wiring, software, and accessories incorporated therein.

“ Event of Default ” means the occurrence of an event described in Section 10 hereof.

“ Event of Loss ” means the irreparable loss, damage, destruction, or theft to a Unit of Equipment or other event which renders a Unit of Equipment unfit or unavailable for use for any reason.

“ Guarantor ” means a parent company, affiliate or other entity or person who has furnished a guaranty of Lessee’s obligations under the Master Lease.

“ Impositions ” means all taxes, fees, expenses and similar charges, including fees associated with the recycling of the Equipment, or other environmental or similar provisions issued by a governmental entity, which are assessed, imposed, incurred, or payable from the sale, staging, delivery, return, or disposal of the Equipment, excepting only taxes measured solely by the net income of Lessor or any franchise tax upon Lessor measured by Lessor’s capital, capital stock or net worth.

“ Lessor’s Assignee ” means an entity to whom Lessor has assigned or sold its right, title or interest in the Equipment, the Master Lease or a Schedule.

“ Manufacturer ” means the original equipment manufacturer or other vendor of the Equipment.

“ Overdue Rate ” means the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law.

“ Schedule ” means an equipment schedule which incorporates all of the terms and conditions of this Master Lease.

“ Soft Costs ” means non-tangible equipment costs, including without limitation, finance costs, freight, Impositions, in-transit insurance, installation, deinstallation, maintenance, and software license fees.

“ UCC ” means the Uniform Commercial Code as adopted in the state referred to in Section 15(D).

“ Unit ” means an individual item of Equipment.

SECTION 2. QUIET ENJOYMENT; ASSIGNMENT OF WARRANTIES; AFFILIATE USE. Provided that no Event of Default has occurred and is continuing, Lessee will enjoy quiet possession and use of the Equipment without interference by Lessor or Lessor’s Assignee. To the extent assignable, Lessor hereby assigns to Lessee all warranty rights which Lessor may have received from the Manufacturer of the Equipment, and Lessor will reasonably cooperate with Lessee in the enforcement of such warranties by Lessee. Any Affiliate may enter into a Schedule hereto, and the above-named Lessee will be jointly and severally responsible with the Affiliate for the obligations thereunder. Such Affiliate will be considered an additional Lessee for the purposes of such Schedule.

SECTION 3. TERM. On the Date of Acceptance, Lessee will be bound to its obligations for each Unit of Equipment. Each Schedule will continue through the Base Term and thereafter until terminated by either party upon at least ninety (90) days prior written notice to the other party, which notice may not be withdrawn without the consent of the other party. Lessor may from time to time order Equipment directly from the Manufacturer on behalf of Lessee. In such event, if the Manufacturer requires payment earlier than Lessee’s execution and delivery of the required lease documentation, including, without limitation, the Schedule and Certificate of Acceptance, Lessor will submit such payment to the Manufacturer provided that Lessee agrees to pay interest on such payment at the Overdue Rate prorated on a per diem basis from the date Lessor is required to advance payment until the Date of Acceptance or other applicable date upon which Base Rent will first become due. If all required lease documentation is not executed by Lessee and delivered to Lessor within twenty-one (21) days after the earlier of the delivery of the Equipment or the advancement of funds by Lessor or such later date as the parties may agree in writing, Lessee will promptly upon request repay Lessor any amounts advanced by Lessor to the Manufacturer, together with the accrued per diem interest from the date of payment by Lessor until the date of Lessee’s repayment, and the Schedule will be canceled.

SECTION 4. RENT; TAXES. The Base Rent for the Equipment will commence on the Base Term Date and will be due and payable without notice or demand at Lessor’s address set forth above, or such other

address as Lessor may designate in writing, and on the same day of each month until the Equipment is returned or purchased by Lessee as provided herein. In addition to Base Rent, Lessee will pay one-thirtieth (1/30) of the Base Rent (or one-ninetieth (1/90) of the Base Rent if paid quarterly) as additional pro rata rent from the Date of Acceptance until the Base Term Date payable on the Base Term Date. Lessor will report and remit to the appropriate taxing authority, and Lessee agrees to reimburse Lessor for, all Impositions. If Lessor pays any Impositions, Lessee will reimburse Lessor upon receipt of Lessor’s invoice for any such payment and any expenses incurred in the preparation and filing of any tax returns relating to such Impositions. Lessee’s obligation to pay all amounts due and to become due under any Schedule will be absolute and unconditional and will not be subject to any abatement, reduction, defense, counterclaim, set-off, or recoupment, including without limitation, any present or future claim against Lessor, Manufacturer, or any other person or entity for any cause whatsoever. In furtherance of the foregoing, Lessee agrees that each Schedule constitutes a “finance lease” solely for the purposes of Article 2A of the UCC, and waives any other law, present or future, which permits Lessee to suspend or reduce payment. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY SECTIONS 2A-401 AND 2A-402, AND SECTIONS 2A-508 THROUGH 2A-522 OF THE UCC, PROVIDED HOWEVER, THAT THE FOREGOING WAIVER WILL IN NO EVENT IMPAIR OR DIMINISH ANY RIGHT OR REMEDY OTHERWISE CONFERRED UPON LESSEE HEREUNDER. Lessee hereby reserves, and Lessor will remain fully responsible for, all available money damages consistent herewith arising from a default of Lessor’s obligations hereunder, which Lessee will pursue in an independent action brought within two (2) years after the cause of action first accrued. Any payment of Base Rent or other amount due under a Schedule which is not paid when due will accrue interest at the Overdue Rate.

SECTION 5. USE. Lessee will not, without the prior written consent of Lessor: (i) use the Equipment contrary to applicable law or regulation; (ii) remove a Unit from the location designated on the Schedule except if such Unit primarily functions as portable, provided such Unit will not be removed from the continental United States; or (iii) permit any alteration, addition to, or lien or claim upon the Equipment other than the Manufacturer’s approved engineering changes, which Lessee will permit the prompt installation thereof. Lessee will, at its expense, maintain the Equipment under a standard maintenance contract with the Manufacturer (or other entity authorized by Lessor) and in good working order and appearance in accordance with the Manufacturer’s specifications and anticipated use of the Equipment. Upon request, Lessee will grant Lessor, Lessor’s Assignee or their agents, access to the Equipment and all records relating to the use and maintenance thereof, during normal business hours and subject to Lessee’s reasonable security requirements. In the event Lessee purchases any Unit, Lessor will assign to Lessee any rights it may have in the software contained therein, except that such transaction will not be construed as a sale of such software; conversely, if Units are returned to Lessor, Lessee will so assign to, or replace for Lessor, any rights in any unexpired warranty, maintenance or software. Lessee will pay all costs related to delivery of the Equipment to and from Lessee. Soft Costs will be included in the Base Rent at the request of Lessee if such Soft Costs are included in the purchase price from the Manufacturer.

SECTION 6. LOSS; INSURANCE. Effective upon delivery and continuing until the Equipment is returned or purchased, Lessee assumes the risk and will be responsible for any Event of Loss with respect to any Unit of the Equipment. Lessee will provide Lessor with written notice of the occurrence of an Event of Loss within fifteen (15) days following such occurrence. The Schedule will continue in full force and effect without abatement of Base Rent and Lessee will ascertain from the Manufacturer whether such Unit can be repaired, and if so, cause such Unit to be promptly repaired. If the Event of Loss involves loss beyond repair or confiscation by governmental activity, Lessee will promptly pay to Lessor the Casualty Value attributable to such Unit, including all other amounts then due and payable by Lessee to Lessor pertaining to such Unit (including, without limitation, unbilled property taxes, if any) whereupon Lessee’s obligation to pay further Base Rent for such Unit will cease. Lessee will, at its sole expense, cause the Equipment to be insured against all risks of loss or damage for not less than the Casualty Value, and will carry comprehensive general liability insurance in amounts of not less than $1,000,000.00 per occurrence, covering the Lessee, the Equipment and its use. After the date of shipment of the Equipment, Lessee will cause Lessor to be promptly provided with a certificate of insurance, in a form reasonably acceptable to Lessor. All policies for such insurance will name Lessor and Lessor’s Assignee as loss payees and additional insureds as their interest may appear, and will provide Lessor with not less than thirty (30) days prior written notice of cancellation or material alteration. The proceeds of such insurance will be applied to the replacement or repair of the Equipment, or to payment of the Casualty Value, as the case may be. Lessee hereby appoints Lessor as Lessee’s attorney-in-fact to make claims for, receive payments of, and execute and endorse all documents, checks or drafts for, loss or damage under any such insurance coverage.

SECTION 7. RETURN. The Equipment will be deemed to have been returned when Lessee will have (i) given the advance written notice specified in Section 3 hereof, (ii) deinstalled, inspected and properly packed each Unit in accordance with the Manufacturer’s recommendations and any return instructions generally furnished by Lessor, and (iii) delivered all Units to Lessor together with all documentation, accessories and peripherals, in the same good operating condition, repair and appearance as when accepted, ordinary wear and tear excepted, and certified eligible for the Manufacturer’s maintenance. Lessee will return each Unit at such location as Lessor will designate within the continental U.S. or Ontario, Canada. In the case of Equipment returned to Ontario, Canada, Lessor will be responsible for all cross-border charges.

SECTION 8. TITLE. Title to the Equipment will remain in, and a security interest therein is hereby granted to, Lessor or Lessor’s Assignee exclusively. All accessions, substitutions, replacement parts and additions (including, without limitation, all feature additions or model changes, as those terms are defined by the Manufacturer) which are incorporated in or affixed to the Equipment will be the personal property of Lessor. Title to any software attached to the Equipment will remain with the applicable licensor(s). Lessee will not acquire any rights to any such software except to the extent Lessee acquires the right to use the software as an end-user. It is Lessee’s responsibility to obtain any required license from the licensor. Lessee will immediately notify Lessor of any pending or threatened claim of, and at Lessee’s expense prot