Exhibit 10.2
BILL OF SALE AND LEASE
TERMINATION
UNDER
CERTAIN SCHEDULES TO MASTER
EQUIPMENT LEASES
Introduction
This Bill of Sale
and Lease Termination Under Certain Schedules to Master Equipment
Leases, dated September 30, 2008, and
effective as of September 24, 2008 (this “ Bill of
Sale ”), is by and between, SPAR Marketing Force,
Inc ., a
Nevada corporation (the “ Assignee ” or “
SMF ”), SPAR Canada Company
, a Nova Scotia
corporation (“SPAR Canada” or “ SCC
”), and SPAR Marketing Services,
Inc. , a
Nevada corporation (the “ Lessor ”). The
Assignee and SPAR Canada may be referred to individually as a
“ Lessee ” and collectively as the “
Lessees ”, and the Lessees and the Lessor may be
referred to individually as a “ party ” and
collectively as the “ parties ”.
Recitals
The Assignee and the
Lessor are parties to a Master Lease Agreement dated as of November
1, 2004 (the “ Existing SMF Master Agreement ”),
pursuant to which those parties entered into Equipment Schedules
001, 002, 003 and 004 dated as of November 1, 2004, January 4,
2005, January 31 2005, and March 24, 2005, respectively (each an
“ Existing SMF Equipment Schedule ” and
collectively the “ Existing SMF Equipment Schedules
”) with respect to the 412 units of Equipment listed therein
(the “ SMF Leased Equipment ”). SPAR Canada and
the Lessor are parties to a Master Lease Agreement dated as of
January 4, 2005 (the “ Existing SCC Master Agreement
”), pursuant to which those parties entered into the
Equipment Schedule dated as of January 4, 2005 (the “
Existing SCC Equipment Schedule ”) with respect to the
61 units of Equipment listed therein (the “ SCC Leased
Equipment ”). The Existing SMF Master Agreement as
modified by the Existing SMF Equipment Schedules may be referred to
individually as the “ Existing SMF Equipment Lease
”, the Existing SCC Master Agreement as modified by the
Existing SCC Equipment Schedules may be referred to individually as
the “ Existing SCC Equipment Lease ”, the
Existing SMF Master Agreement and the Existing SCC Master Agreement
may be referred to individually as an “ Existing Master
Agreement ” and collectively as the “ Existing
Master Agreements ”, the Existing SMF Equipment Schedules
and the Existing SCC Equipment Schedule may be referred to
individually as an “ Existing Equipment Schedule
” and collectively as the “ Existing Equipment
Schedules ”, and the Existing SMF Equipment Lease and the
Existing SCC Equipment Lease may be referred to individually as an
“ Existing Equipment Lease ” and collectively as
the “ Existing Equipment Leases ”. Capitalized
terms used and not otherwise defined or amended in this Bill of
Sale shall have the meanings respectively assigned to them in the
Existing Master Agreements.
The Assignee has
exercised its option to purchase the SMF Leased Equipment under the
Existing SMF Equipment Lease, and with the consent of SPAR Canada,
the Assignee has agreed to purchase the SCC Leased Equipment
(together with the SMF Leased Equipment, the “
Equipment ”), all at the agreed upon fair market value
of $1057.08 per hand held unit, the Lessor has agreed to sell all
such Equipment to the Assignee, and the parties have agreed to
terminate the lease terms of such Equipment under the Existing
Equipment Leases, all upon the terms and provisions and subject to
the conditions hereinafter set forth.
Agreement
In consideration of
the foregoing, the mutual covenants and agreements hereinafter set
forth and other good and valuable consideration (the receipt and
adequacy of which are hereby acknowledged by the parties), the
parties hereto hereby agree as follows:
Section
1. Bill of Sale respecting
the Equipment . (a) In conside
