CERPROBE CORP
EX-10.WWW
<DOCUMENT>
<TYPE>EX-10.WWW
<SEQUENCE>17
<FILENAME>p63766ex10-www.txt
<DESCRIPTION>EX-10.WWW
<TEXT>

<PAGE>   1
                              LEASE NO. 001-001430836-004

[DELL LOGO]                                                      EXHIBIT 10(www)
   Financial Services      YOUR DELL CUSTOMER NUMBER IS: 4279972

                                    Company No: 15

THIS LEASE HAS BEEN WRITTEN IN "PLAIN ENGLISH". WHEN WE USE YOU AND YOUR IN THIS
LEASE WE MEAN YOU, THE CUSTOMER WHO IS THE LESSEE INDICATED BELOW. WHEN WE USE
WE, US AND OUR WE MEAN THE LESSOR, DELL FINANCIAL SERVICES LP.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                      <C>            <C>                      <C>
FULL LEGAL NAME OF LESSEE                                              LEASE              MONTHLY RENT               MONTHLY
                                                                       TERM                 PAYMENT*                PERSONAL
CERPROBE CORPORATION                                                  (MONTHS)                                      PROPERTY
                                                                                                                    MGMT FEE*
                                                                         24                  $3,088.66               $143.33
                                                                                     *Subject to Applicable   *Subject to Applicable
                                                                                               Tax                      Tax
------------------------------------------------------------------------------------------------------------------------------------
DBA NAME (IF ANY)                             TYPE OF BUSINESS         FINANCING TERMS
                                                CORPORATION            Product Cost*                 $65,599.06
                                                                       Transaction Processing Fee**      $70.00
------------------------------------------                             Shipping Charges***            $2,590.00
BILLING ADDRESS: STREET, CITY, STATE, ZIP                              (MONTHLY RENT PAYMENTS ARE DUE AND PAYABLE IN ARREARS)
CODE                                                                   *A Transaction Processing Fee IS included in the Monthly Rent
                                                                       Payment shown above.
1150 N FIESTA BLVD                                                     **Charges to ship to you ARE included in the Monthly Rental
GILBERT AZ 85233                                                       Payment.
------------------------------------------------------------------------------------------------------------------------------------
PRODUCT LOCATION                                                       GENERAL PRODUCT DESCRIPTION/SUPPLIER
               SEE ATTACHMENT A                                                SEE ATTACHMENT A
------------------------------------------------------------------------------------------------------------------------------------
GUARANTOR (IF ANY)                      SOCIAL SECURITY NUMBER         END OF LEASE PURCHASE OPTION
                                                                                FMV
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                         TERMS AND CONDITIONS OF LEASE

1. NO WARRANTIES: WE ARE LEASING THE PRODUCTS TO YOU "AS-IS". YOU ACKNOWLEDGE
THAT WE DO NOT MANUFACTURE OR SUPPLY THE PRODUCTS, WE DO NOT REPRESENT THE
MANUFACTURER OR SUPPLIER AND YOU HAVE SELECTED THE PRODUCTS AND THE SUPPLIER
BASED ON YOUR OWN JUDGMENT. WE MAKE NO WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF
THE PRODUCT OR ANY SERVICES. WE HEREBY ASSIGN ALL WARRANTIES MADE TO US BY
SUPPLIER, MANUFACTURER, AND ANY SERVICE PROVIDER TO YOU, AND YOU AGREE THAT YOU
WILL MAKE ALL CLAIMS OF ANY KIND RELATING TO THE PRODUCTS OR SERVICES AGAINST
SUCH SUPPLIER, MANUFACTURER, AND/OR SERVICE PROVIDER.

2. BY SIGNING THIS LEASE: (a) YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED, READ,
UNDERSTAND AND AGREE TO ALL OF THE TERMS AND CONDITIONS (INCLUDING SECTIONS
NUMBERED 3-18, PAGES 3 OF 4 AND 4 OF 4) AND ATTACHMENT A OF THIS LEASE; (b) YOU
AGREE THAT THIS LEASE IS A NET LEASE AND YOU CANNOT TERMINATE OR CANCEL AND UPON
ACCEPTANCE OF THE PRODUCTS YOU HAVE AN UNCONDITIONAL OBLIGATION TO MAKE ALL
PAYMENTS UNDER THIS LEASE AND YOU CANNOT WITHHOLD, SETOFF OR REDUCE SUCH
PAYMENTS FOR ANY REASON; (c) YOU AGREE THAT THE PRODUCTS WILL BE USED FOR
BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES; (d)
YOU CONFIRM THAT THE PERSON SIGNING THIS LEASE FOR YOU HAS THE AUTHORITY TO DO
SO AND TO GRANT THE POWER OF ATTORNEY IN SECTION 6; (e) YOU AGREE THAT THIS
LEASE WILL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS AND YOU CONSENT TO
THE JURISDICTION OF ANY COURT LOCATED WITHIN THAT STATE AND YOU EXPRESSLY WAIVE
THE RIGHT TO A TRIAL BY JURY; (f) YOU ACKNOWLEDGE AND AGREE THAT THIS LEASE IS
SUBJECT TO THE ARBITRATION PROVISIONS SET FORTH IN SECTION 16. YOU UNDERSTAND
AND AGREE THAT IN ARBITRATION: YOU GIVE UP RIGHTS TO SEEK REMEDIES IN COURT,
INCLUDING THE RIGHT TO A JURY TRIAL; YOUR ABILITY TO COMPEL OTHER PARTIES TO
PRODUCE DOCUMENTS OR BE EXAMINED IS MORE LIMITED THAN IN A LAWSUIT; AND, YOUR
RIGHTS TO APPEAL OR CHANGE ANY ARBITRATION AWARD IN ANY COURT ARE STRICTLY
LIMITED AND (g) YOU CONFIRM THAT THE INFORMATION IN ANY APPLICATION, STATEMENT,
TRADE REFERENCE OR FINANCIAL REPORT SUBMITTED TO US IS TRUE AND CORRECT AND YOU
UNDERSTAND THAT ANY MATERIAL MISREPRESENTATION SHALL CONSTITUTE A DEFAULT UNDER
THE LEASE. IF YOU DELIVER THIS LEASE TO US BY FACSIMILE TRANSMISSION, AND WE DO
NOT RECEIVE ALL OF THE PAGES TO THE LEASE, YOU AGREE THAT WE MAY SUPPLY THE
MISSING PAGES, EXCEPT FOR ANY PAGES WHICH REQUIRE YOUR SIGNATURE, TO THE LEASE
FROM OUR DATABASE WHICH CONFORMS TO THE VERSION NUMBER AT THE BOTTOM OF THE
PAGE. TO THE EXTENT (IF ANY) THAT THIS LEASE CONSTITUTES CHATTEL PAPER UNDER THE
UNIFORM COMMERCIAL CODE, NO SECURITY INTEREST IN THIS LEASE MAY BE CREATED
THROUGH THE TRANSFER AND POSSESSION OF ANY COPY OR COUNTERPART HEREOF EXCEPT THE
COPY WITH OUR ORIGINAL SIGNATURE. IF YOU DELIVER THIS LEASE TO US BY FACSIMILE
TRANSMISSION, YOU ACKNOWLEDGE THAT WE ARE RELYING ON YOUR REPRESENTATION THAT
THIS LEASE HAS NOT BEEN CHANGED.

B S D
PAGE 1 OF 4                                               Ver 800 Mod6.42stlease

<PAGE>   2
                          LEASE NO: 001-001430836-004

<TABLE>
<S>                                        <C>
-----------------------------------------------------------------------------------------------------
LESSEE:                                     LESSOR:

CERPROBE CORPORATION                        Dell Financial Services L.P.        Phone (800) 955-3355
                                            99355 Collections Center Drive      Fax (800) 934-4207 or
                                            Chicago, IL 60693                   Fax (512) 246-2028
-----------------------------------------------------------------------------------------------------
AUTHORIZED SIGNATURE                        AUTHORIZED SIGNATURE

/s/ Roseann L. Tavarozzi
-----------------------------------------------------------------------------------------------------
PRINT NAME AND TITLE                        PRINT NAME AND TITLE

ROSEANN L. TAVAROZZI         11/2/00
                             DATE                                               DATE
-----------------------------------------------------------------------------------------------------
</TABLE>
[Arrow pointing up to AUTHORIZED SIGNATURE above]
Step 1.  Please sign and date the LESSEE Section and print your Title.

--------------------------------------------------------------------------------
        PERSONAL AND CONTINUING GUARANTY OF LEASE NO. 001-001430836-004
--------------------------------------------------------------------------------

This personal and continuing guaranty ("Guaranty") ??????? specific legal
obligations. When we use the words you and your in this Guaranty we mean the
personal guarantors indicated below. When we use the words we, us and our in the
Guaranty we mean the Lessor indicated in the Lease. In consideration of our
entering into the Lease, you unconditionally and irrevocably guarantee to us,
our successors and assigns, the prompt payment and performance of all
obligations of Lessee under the Lease regardless of any circumstance which might
otherwise be a defense available to, or a discharge of, Lessee or you. You agree
that this is a guaranty of payment and not of collection, and that we can
proceed directly against you without first proceeding against Lessee or the
Products. You waive all defenses and notices, including those of p??????,
p?????? and demand, notice of acceptance hereof and all other actions of any
kind. You agree that we can review, extend or otherwise modify the terms of the
Lease without releasing you. You will pay all our expenses including attorneys'
fees incurred by us in enforcing our rights against you. This is a continuing
guaranty that will not be discharged or affected by your death and will bind
your heirs, administrators and personal representatives. We may, without
affecting your liability hereunder, compromise or release any rights against
Lessee or the Products or you. You consent to the transfer, sale or any other
disposition of the Products and the Lease. If more than one person has signed
this Guaranty, each of you agrees that its liability is joint and several. This
Guaranty may be enforced by any ????? or successor of ours to the same extent as
we may enforce it. You authorize us or any of our ???????? to obtain credit
bureau reports regarding your personal credit and make other credit inquiries
that we determine are necessary.  THIS GUARANTY SHALL BE GOVERNED BY THE
INTERNAL LAWS OF ILLINOIS. YOU EXPRESSLY AGREE TO ARBITRATION AS PROVIDED IN
PARAGRAPH 16.

<TABLE>
<S>                                                                  <C>
------------------------------------------------------------------------------------------------------------------------------
Date:
     -------------  -----------------------------------------         --------------------------------------------------------
     (Date Signed)  INDIVIDUAL GUARANTOR NAME (PRINTED)               GUARANTOR SOCIAL SECURITY NUMBER

------------------------------------------------------------------------------------------------------------------------------

               By:  -----------------------------------------         --------------------------------------------------------
                    SIGNATURE INDIVIDUAL GUARANTOR (NO TITLE)         GUARANTOR HOME ADDRESS (STREET, CITY, STATE AND ZIP CODE)

------------------------------------------------------------------------------------------------------------------------------
[Arrow pointing up to box directly above]
Step 2.  If your name is pre-printed, please SIGN and date the Personal Guaranty section and provide your home address.
</TABLE>
--------------
NOT APPLICABLE
--------------

FEDERAL EMPLOYER IDENTIFICATION # (or SOCIAL SECURITY NUMBER, for SOLE
PROPRIETORS)

[Arrow pointing up to NOT APPLICABLE above] Step 3. If your FEI number is not
pre-printed, you MUST provide it in the box above.
--------------------------------------------------------------------------------

                           Please Attach VOIDED CHECK
                                       or
                               DEPOSIT SLIP here.

**NOTE: EVEN IF YOU DO NOT PARTICIPATE IN THE AUTOPAY PROGRAM, YOU MUST STILL
PROVIDE A COPY OF A VOIDED CHECK OR DEPOSIT SLIP.

[Arrow pointing up to dotted box directly above]
Step 4.  Attach a PRE-PRINTED Voided Check or Deposit Slip.

In order for the Supplier to begin manufacturing the Products, the following
steps MUST be completed:
Step 1  Sign and date the LESSEE section only on Page 2 of 4 and print your NAME
        and TITLE.
Step 2  If your name is PRE-PRINTED, please verify the Social Security #, SIGN
        THE PERSONAL GUARANTY section on PAGE 2 OF 4 and provide your HOME
        ADDRESS.
Step 3  Provide your Federal Employer Identification (FEI) Number on PAGE 2 OF
        4.
Step 4  Attach a copy of a Pre-Printed VOIDED CHECK or DEPOSIT SLIP to the space
        provided on PAGE 2 OF 4.
Step 5  After completing steps 1 through 4, FAX ALL PAGES (Including Attachment
        A) to 1-800-934-4207 and keep the originals for your records.
Step 6  (OPTIONAL) If you would like to participate in AUTOPAY, please complete
        the form and fax it back with your Lease. (PLEASE NOTE THAT EVEN IF YOU
        DO NOT PARTICIPATE WE STILL NEED A VOIDED CHECK OR DEPOSIT SLIP FOR
        VERIFICATION PURPOSES.)

B S D
PAGE 2 OF 4                                                Ver800 Mod6.42stlease


<PAGE>   3
                          LEASE NO: 001-001430836-004

3. LEASE; ACCEPTANCE AND COMMENCEMENT; TERM; RENT: We agree to lease to you and
you agree to lease from us the products, services, and software (the "Products")
described in Attachment A to this Lease on the terms and conditions shown in
this Lease. With respect to services, we will only finance one-time charges for
services rendered in connection with the Products. Services may include delivery
and installation fees, or similar services ("Services"). This Lease will begin
and Products will be deemed irrevocably accepted for purposes of this Lease five
(5) days after shipment from the Supplier (the "Commencement Date"). When you
receive the Products, you agree to inspect them promptly and advise us if they
are not in good working order. If any of the Products are accepted for return by
Dell Computer Corporation ("Dell") under the "Total Satisfaction Return Policy"
(the "Policy"), within 30 days after shipment from Dell and in the condition and
manner required by Dell under the Policy, the Lease obligations associated with
those respective Products will terminate. You are responsible for freight
charges to deliver and return the Products under the Policy. Contact Dell for
complete details regarding the "Total Satisfaction Return Policy." If payments
are due in arrears, the first Rent payment is due thirty (30) days after the
Commencement Date. If payments are due in advance, the first Rent payment is due
on the Commencement Date. Subsequent payments of Rent are due on the same day of
each subsequent month (or the last day of the month if there is no such day).
You agree to pay us the Rent for the number of months of the Lease Term stated
above. You will make all payments required under this Lease to us at the address
we specify in writing. You authorize us to adjust the Rent amount by not more
than 15% if the actual Product Cost (which is all amounts we have paid or will
pay in connection with the purchase, delivery, and installation of the Products,
including any trade-up and buyout amounts, or amounts incurred by us as a result
of changes you make to your order with the Supplier or if the Supplier lowers
the Product Cost) is increased from the Product Cost shown above. If the actual
Product Cost is decreased from the Product Cost shown above, you authorize us to
adjust the Rent amount. If any payment of Rent or other amount payable to us is
not paid within ten (10) days after the due date, you will pay us a late charge
equal to the greater of (i) 5% of the late payment amount or (ii) $5.00 for
each late payment (or if less, the highest amount permitted by applicable law).

4. SELECTION AND ORDERING OF PRODUCTS: You select the type and quantity of the
Products subject to this Lease. If you have entered into a purchase or supply
contract ("Supply Contract") with any Supplier, you assign your rights but not
your obligations (other than the obligation to pay for the Products if accepted
by you under this Lease) effective prior to the passage of title by the Supplier
to you.

5. LOCATION; USE; ALTERATIONS; INSPECTION: You will use the Products solely at
the location specified in the Lease, or if none is specified, at your billing
address. Except for temporary relocation of laptop personal computers, you may
not move the Products without our prior written consent, which shall not be
unreasonably withheld. At you own expense, you will maintain the Products in
good repair, condition and functional order (except for ordinary wear and tear)
and will use them in compliance with all applicable laws. You will use all
software in accordance with the end user license terms of the applicable
software license agreement ("License"). You may make additions or improvements
to the Products unless the addition or improvement would violate any License,
decrease the value of Products, or impair their utility. You may remove any such
addition or improvement at the end of the Lease if (i) you repair any damage to
Products resulting from the removal; (ii) you restore the Products to their
original and functional condition (excluding ordinary wear and tear); and, (iii)
the removal does not violate any License or render the Products incapable of use
or operation. All additions or improvements not removed will become our property
at no cost to us. You agree that, we, our assignees, and agents, may inspect the
Products at the premises where the Products are located at any reasonable time
with prior notice.

6. TITLE; QUIET ENJOYMENT; PERSONAL PROPERTY; FILING: We are the owner of and
will hold title to the Products. You will keep the Products free from any and
all liens; encumbrances and claims. So long as you are not in Default under the
Lease, we will not interfere with your quiet use and enjoyment of the Products
during the Lease Term or any renewal term. Unless the Purchase Option is $1, you
agree that this transaction is intended to be a true lease under UCC Article 2A.
However, if this transaction is deemed to be a lease intended for security under
UCC Article 9, you grant us a purchase money security interest in the Products
(including any replacements, substitutions, additions, attachments and
proceeds). You authorize us to file a copy of this Lease as a UCC-1 financing
statement (UCC-1) and hereby appoint us or our designee as your attorney-in-fact
to sign on your behalf to file UCC-1's covering the Products. You agree to pay a
one-time Transaction Processing Fee to cover our costs for such filing and other
documentation costs.

7. LOSS OR DAMAGE: From the time the Products are delivered to a carrier for
shipment to you until their return to us, you are responsible for any loss,
theft, damage to or destruction of the Products ("Loss") from any cause at all,
whether or not the Loss is covered by insurance. You are required to make all
payments under the Lease even if there is a Loss. You must notify us immediately
if there is any Loss. Then at our option, you will either (a) repair the
Products so they are in good condition and working order to our satisfaction; or
(b) replace the Products with like products in good condition and repair and of
the same manufacture and equal or greater capacity and capability, with clear
title thereto in us; or (c) pay us the "Stipulated Loss Value" which is the sum
of: (i) all Rent payments for all the Products and other amounts past due (plus
interest thereon) or currently owed to us under the Lease, including unpaid
taxes; (ii) all future Rent payments that would accrue over the remaining Lease
Term plus our estimated value of our residual interest of all of the Products 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
Commencement Date of the Lease ("Discount Rate") and (iii) any costs and
expenses incurred as a result of this event. When you pay the amount of (c)
above to us, we will transfer to you our interest in the Products,
"AS-IS-WHERE-IS", without any warranty, express or implied, including warranty
of merchantability or fitness for any particular purpose.

8. INSURANCE: You will provide and maintain, at your expense, (a) property
insurance against the loss or theft of or damage to the Products, for their full
replacement value naming us as the loss payee and (b) public liability and third
party property damage insurance naming us as an additional insured. All
insurance shall be in a form and amount and with companies satisfactory to us
and will provide that we will be given thirty (30) days written notice before
cancellation or material change of the policy. At our request, you will deliver
the policies or certificates of insurance to us. If you do not give us evidence
of insurance acceptable to us we have the right, but not the obligation, to
obtain such insurance covering our interest in the Products for the Lease Term.
The cost for such insurance will be an additional amount due from you under the
Lease.

9. TAXES: You will pay when due, either directly or to us on demand, all taxes
(local, state and federal), fines or penalties which may now or hereafter be
imposed or levied upon the Lease and the Products, excluding taxes on our net
income. We do not have to contest any taxes, fines or penalties. We may, at our
option, charge you a liquidated monthly personal property management fee, to be
added to Rent payments owed under this Lease.

10. RETURN: Unless the Lease is renewed or you purchase the Products in
accordance with the terms of the Lease, you will immediately deliver the
Products (including but not limited to cables, power cords, keys, etc.) in good
repair, operable condition and able to qualify for the manufacturer's warranty
service (ordinary wear and tear excepted) to any place in the continental United
States that we direct. Upon your return of the Products, you agree that your
license with respect to Microsoft operating system software terminates and you
certify that you will either (i) return all copies of the manuals, printed
material, certificates of authenticity and media (the "Operating System Software
Kit") or (ii) destroy all copies of the Operating System Software Kit, leaving
the original operating system installed and functional. You will pay all
expenses for deinstalling, packing and shipping and you will insure the Products
for the full replacement value during shipping. You will immediately pay us on
demand the costs and expenses of all missing or damaged Products.







B S D
PAGE 3 of 4                                               Ver800 Mod6.42stlease
<PAGE>   4

                          LEASE NO: 001-001430836-004

11. PURCHASE OPTION: AUTOMATIC RENEWAL: If no Default exists under the Lease,
you will have the option at the end of the Lease Term to purchase all (but not
less than all) of the Products for the amount of the Purchase Option price shown
above which, if it is the then fair market value of the Products, will be as
determined by us, plus any applicable taxes. Unless the Purchase Option price is
$1, you must give us written notice at least ninety (90) days before the end of
the Lease Term that you will purchase the Products or that you will return the
Products to us. Unless you purchase the Products or return the Products to us on
the last day of the Lease Term, this Lease will automatically renew for an
additional ninety (90) day term and thereafter on a continuing month to month
basis until you give us thirty (30) days notice and deliver the Products to us.
During such renewal terms, the Rent payment will remain the same. If the Fair
Market Value Purchase Option has been selected we will use our reasonable
judgment to determine the Products' in place value. If you do not agree with
our determination, the fair market retail value will be determined for you at
your expense by an independent appraiser selected by us. Upon payment in full of
the Purchase Option price and any amounts which may be due hereunder, we will
transfer our interest in the Products to you "AS-IS-WHERE-IS", without any
warranty whatsoever, and the Lease will terminate.

12. ASSIGNMENT: YOU MAY NOT ASSIGN, SELL, TRANSFER, OR SUBLEASE THE PRODUCTS OR
YOUR INTEREST IN THIS LEASE. We may, without notifying you, sell, assign or
transfer the Lease and our rights in the Products. You agree that the transferee
will have the same rights and benefits that we have now under this Lease, but
not our obligations. The rights of the transferee will not be subject to any
claim, defense, or setoff that you may have against us.

13. DEFAULT: Each of the following is a default ("Default") under the Lease: (a)
you fail to pay any Rent or any other payment within 10 days of its due date;
(b) you do not perform any of your obligations under the Lease or in any other
agreement with us or with any of our affiliates and this failure continues for
10 days after we have notified you of it; (c) you become insolvent, you dissolve
or are dissolved, you assign your assets for the benefit of your creditors or
enter voluntarily or involuntarily any bankruptcy or other reorganization
proceeding; (d) you or any Guarantor provide us incorrect or untrue information
regarding any material matter in connection with your application for credit or
entering into this Lease; or (e) if this Lease has been guaranteed by someone
other than you, any guarantor of the Lease dies, does not perform its
obligations under the Guaranty or becomes subject to one of the events listed in
clause(c).

14. REMEDIES: If a Default occurs, we may do one or more of the following: (a)
we may cancel or terminate the Lease or any agreements that we have entered into
with you or withdraw any offer of credit; (b) we may require you to pay us, as
compensation for loss of our bargain and not as a penalty, a sum equal to (i)
the Stipulated Loss Value calculated under Section 7 plus (ii) any costs and
expenses (including breakage fees) incurred as a result of the Default; (c) we
may require you to deliver the Products to us as set forth in Section 10; (d) we
or our agent may peacefully repossess the Products without court order and you
will not make any claims against us for trespass, damages or any other reason
and (e) we may exercise any other right at law or in equity. You agree to pay
all of our costs of enforcing our rights against you, including reasonable
attorney's fees. If we take possession of the Products we may sell or otherwise
dispose of the Products, with or without notice, at public or private sale and
apply the net proceeds (after we have deducted our costs related to the sale
and disposition) to the amounts that you owe us. You agree that if notice of a
sale is required by law to be given, 10 days notice will constitute reasonable
notice. You will remain responsible for any amounts that are due after we have
applied such net proceeds.

15. INDEMNITY: You are responsible for losses, damages, penalties, claims, costs
(including attorneys' fees and expenses), actions, suits and proceedings of
every kind, (collectively "Claims") whether based on a theory of strict
liability or otherwise caused by or related to this Lease or the Products,
(including any defects in the Products). You will reimburse us for, and if we
request defend us against, any Claims.

16. ARBITRATION: Either party to this Lease may choose to have any dispute,
claim, or controversy arising from or relating to this Lease, any prior
agreement or lease between the parties, any application or advertisement related
to this Lease or the validity of this arbitration clause or the entire Lease,
resolved by binding arbitration pursuant to the Commercial Arbitration Rules of
the American Arbitration Association. If such rules conflict with this
arbitration agreement, however, then the terms of this arbitration agreement
shall control. This arbitration agreement is made pursuant to a transaction
involving interstate commerce, and shall be governed by the Federal Arbitration
Act at 9 U.S.C. Section 1, et, seq, Judgment upon the award rendered may be
entered in any court having jurisdiction. Any arbitration award in excess of
$100,000 made pursuant to this arbitration agreement may be appealed by the
party against which the award is made. Such appeal will be a de novo arbitration
proceeding before three arbitrators. The parties agree and understand that they
may choose arbitration instead of litigation to resolve disputes. The parties
understand that they have a right or opportunity to litigate disputes in court,
but may elect to resolve their disputes through arbitration as provided herein.
The parties agree and understand that all disputes arising under ease law,
statutory law, and all other laws including, but not limited to, all contract,
tort, and property disputes, may be subject to binding arbitration in accord
with this Lease. No class action or request for relief may be brought under this
arbitration agreement. You agree that you shall not have the right to
participate in arbitration or in court proceedings as a representative or a
member of any class of claimants pertaining to any claim arising from or
relating to this Lease. The parties agree and understand that the arbitrator
shall have all powers provided by law and this Lease, except for powers limited
or prohibited by this Lease. Notwithstanding anything herein to the contrary, we
remain an option to use judicial or non-judicial relief to recover the Products
or to enforce our security interest in the Products, to enforce the monetary
obligations secured by the Products or to foreclose on the Products. Such
judicial relief would take the form of a lawsuit. The institution and
maintenance of any action for judicial relief in a court to foreclose upon any
Products, to obtain a monetary judgment or to enforce this Lease, shall not
constitute a waiver of the right of any party to compel arbitration regarding
any other dispute or remedy subject to arbitration in this Lease, including the
filing of a counterclaim in a suit brought by us pursuant to this provision. YOU
UNDERSTAND AND AGREE THAT IN ARBITRATION: YOU GIVE UP RIGHTS TO SEEK REMEDIES IN
COURT, INCLUDING THE RIGHT TO A JURY TRIAL; YOUR ABILITY TO COMPEL OTHER PARTIES
TO PRODUCE DOCUMENTS OR BE EXAMINED IS MORE LIMITED THAN IN A LAWSUIT; AND, YOUR
RIGHTS TO APPEAL OR CHANGE ANY ARBITRATION AWARD IN ANY COURT ARE STRICTLY
LIMITED.

17. FINANCE LEASE: You agree that if Article 2A of the Uniform Commercial Code
applies to this Lease, this Lease will be considered a "finance lease" as
defined by Article 2A and by signing this Lease you acknowledge that either (1)
you have received, reviewed and approved the Supply Contract with the Supplier
or (2) we have informed you of the identity of the Supplier, that you may have
rights and warranties under the Supply Contract(s) for the Products and you may
contact the Supplier of the Products for a description of those rights and
warranties. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY WAIVE ANY AND
ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A.

18. MISCELLANEOUS: You agree that the terms and conditions of this Lease make up
the entire agreement between you and us regarding the lease of the Products. Any
change in the terms and conditions of the Lease must be in writing and signed by
us. You agree, however, that we are authorized, without notice to you, to supply
missing information or correct obvious errors in this Lease. All of our rights
and remedies will survive termination of this Lease. All notices under this
Lease will be given in writing and will be considered given when deposited in
the U.S. mail, postage prepaid, addressed to the respective address given below
or to a substitute address specified in writing by one of us to the other. Any
failure of ours to require strict performance by you or any waiver by us of any
provision in this Lease will not be construed as a consent or waiver or any
other breach of the same or any provision. If any portion of this Lease is
deemed invalid, it will not affect the balance of this Lease. It is the express
intent of both of us not to violate any usury laws, or to exceed the maximum
amount of time price differential, or interest as applicable permitted to be
charged, or collected under applicable law and any such excess payment will be
applied to payments under the Lease in inverse order of maturity and the
remaining payments will be refunded to you. If a signed copy of this Lease is
delivered to us by facsimile transmission, it will be binding on you, however,
we will not be bound by this Lease until we accept it by manually or
electronically signing it or by purchasing the Products, whichever occurs first.
You waive notice of our acceptance and waive your right to receive a copy of the
accepted Lease. You agree that, notwithstanding any rule of evidence to the
contrary, in any hearing, trial or proceeding of any kind with respect to this
Lease, we may produce a copy of the Lease transmitted to us by facsimile
transmission, with any missing pages supplied from our database as set forth
above, that has been manually signed by us and such signed copy shall be deemed
to be the original of this Lease.

B S D
PAGE 4 of 4                                         Ver 800 Mod6.42stlease
</TEXT>
</DOCUMENT>
