6. DELIVERY: Upon execution of this Agreement and on a date mutually agreed to by the Parties, Lessor shall deliver the Equipment to Lessee’s premises to be specified by Lessee (the “Premises”). Following such Delivery, Lessee shall inspect the Equipment and determine whether the Equipment is acceptable for connection to Lessee’s operations. Upon Lessee’s determination that such Equipment is suitable for connection, Lessee shall be deemed to have accepted the Equipment. If Lessee fails to make such determination within thirty (30) days following Lessor’s delivery of the Equipment to the Premises and does not notify Lessor that Lessee needs additional time to make such inspection or determination, Lessee shall be deemed to have accepted the Equipment. Lessee shall be responsible for all expenses and costs: (a) to get the Premises ready for installation of the Equipment, including but not limited to the 2 availability of proper water, power and any necessary drainage systems (including a water softener or reverse osmosis water softening system that at no time, by bypass mechanism or otherwise, allows for the entry of hard water into the Equipment), as well as a suitable pad or area on which to place the Equipment, and (b) any other accommodations necessary for the proper functioning of the Equipment at the Premises.

7. TRAINING AND MANUALS: With delivery of the Equipment, Lessor shall provide to Lessee (a) operational and other manuals for the Equipment, including specifications for the proper installation of the Equipment on the Premises and (b) training of Lessee’s operators with respect to the operation and installation of the Equipment in accordance with Lessor’s standard operating requirements and practices.

8. WARRANTIES: Upon acceptance, Lessor shall assign any manufacturer’s warranties associated with the Equipment to Lessee and shall cooperate with Lessee in obtaining the benefit of any warranties associated with the Equipment. LESSOR, BEING NEITHER THE MANUFACTURER, NOR A SUPPLIER, NOR A DEALER IN THE EQUIPMENT, MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO ANYONE, AS TO THE FITNESS, MERCHANTABILITY, DESIGN, CONDITION, CAPACITY, PERFORMANCE OR ANY OTHER ASPECT OF THE EQUIPMENT OR ITS MATERIAL OR WORKMANSHIP. Lessor further disclaims any liability for loss, damage, or injury to Lessee or third parties as a result of any defects, latent or otherwise, in the Equipment whether arising from Lessor’s negligence or application of the laws of strict liability. As to Lessor, Lessee leases the Equipment “as is.” Unless otherwise agreed to by the Parties pursuant to a separate agreement, Lessor shall have no obligation to install, maintain, erect, test, adjust, or service the Equipment. If the Equipment is unsatisfactory for any reason, Lessee shall make claim on account thereof solely against the manufacturer, and shall nevertheless pay Lessor all Rent payable hereunder.

9. SURRENDER OF EQUIPMENT: At the expiration of the Lease Term, Lessee shall have the option to purchase the equipment for $1.00 (One U.S. Dollar) or surrender the Equipment to Lessor by delivering the Equipment to Lessor or Lessor’s agent in good condition and working order, ordinary wear and tear excepted, as it was at the commencement of the Agreement. Lessee shall bear all costs and expenses related to the cost of removal of the Equipment from the Premises and the shipping of the Equipment back to Lessor at a location specified by Lessor. The return or repossession of the Equipment shall not in any way affect or diminish the rights and obligations of the Parties hereunder.

10. DEFAULT: Lessee shall be in material default of this Agreement if (a) Lessee fails to perform or fulfill any obligation under this Agreement in the manner and at the times required hereunder, (b) any proceeding in bankruptcy or insolvency is instituted by or against Lessee, (c) a receiver or trustee is appointed for all or any portion of Lessee’s property, (d) Lessee makes a general assignment for the benefit of creditors, (e) Lessee makes any attempt to sell, convert or remove the Equipment, or if execution or attachment is levied thereon, (f) the Equipment is encumbered in any way, (g) at any time in Lessor’s judgment the Equipment may become damaged, other than ordinary wear and tear, due to Lessee’s possession, operation, maintenance or lack of maintenance of the Equipment or its rights in the Equipment shall be threatened or rendered insecure or, or (h) Lessee ceases to do business as a going concern. Except with respect to a default under the immediately foregoing subparts (b), (c), (d) and (h), Lessee shall have seven (7) days from the date of notice of default by Lessor to cure the default. In the event Lessee does not cure a default, Lessor, in addition to its other rights and remedies at law or in equity, may at Lessor’s option exercise one or more of the following remedies:

1. To declare the entire balance of Rent hereunder immediately due and payable and to accelerate the balances under any other leases between Lessor and Lessee without notice or demand.
2. To sue for and recover all Rent and other monies due to the extent permitted by law.
3. To require Lessee to remove the Equipment from the Premises and assemble the Equipment at a place reasonably designated by Lessor, all at Lessee’s expense
4. To remove any physical obstructions for removal of the Equipment from the place where the Equipment is located and take possession of any or all items of Equipment, without demand or notice, wherever same may be located, disconnecting, and separating all such Equipment from any other property, with or without the court order or pretaking hearing or other process of law, it being understood that repossession in the event of default is a basis for the financial accommodation reflected by this Agreement. Lessee hereby waives any and all damages occasioned by such retaking. Lessor may, at its option, use, ship, store, repair, or lease all Equipment so removed and sell or otherwise dispose of any such Equipment at a private or public sale. Lessor may exhibit and resell the Equipment at Lessee’s Premises at reasonable business hours without being required to remove the Equipment. If Lessor takes possession of the Equipment, Lessor shall give Lessee credit for any sums received by Lessor from the sale or rental of the Equipment after deduction of the expenses of sale or rental and Lessor’s residual interest in the Equipment. Lessee shall also be liable for and shall pay to Lessor (a) all expenses incurred by Lessor in connection with the enforcement of any of Lessor’s remedies, including all expenses of repossessing, storing, shipping, repairing, and selling the Equipment, and (b) reasonable attorney’s fees. All of Lessor’s remedies hereunder are cumulative, are in addition to any other remedies provided for by law, and may, to the extent permitted by law, be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy. No failure on the part of the Lessor to exercise and no delay in exercising any right or remedy shall operate as a waiver thereof or modify the terms of this Agreement

Lessor may, at its option, hold Lessee liable for any difference between the Rent that would have been payable under this Agreement during the balance of the unexpired Lease Term and any rent paid by any successive lessee if the Equipment is re-let minus the cost and expenses of such reletting. In the event Lessor is unable to re-let the Equipment during any remaining Lease Term, after default by Lessee, Lessor may at its option hold Lessee liable for the balance of the unpaid rent under this Agreement if this Agreement had continued in force. Lessee shall be liable to Lessor for all costs and expenses (including reasonable attorneys’ fees) incurred in connection with any default by Lessee hereunder.

11. USE OF EQUIPMENT: Lessee shall only use the Equipment in a careful and proper manner and will comply with all manufacturer’s instructions and warranties, laws, rules, ordinances, statutes and orders regarding the use, maintenance of storage of the Equipment. Lessee shall employ and have absolute control and supervision over the installer or installers and operator or operators of the Equipment and will not permit any person to install or operate the Equipment unless such person has been adequately trained to do so. In the event the Equipment is damaged in any way due to the misuse of the Equipment by, or the negligence of, Lessee or any of its employees or agents, Lessee shall pay Lessor for the costs and expenses it incurs in repairing such damage.

12. CONDITION OF EQUIPMENT AND REPAIR: Lessee or Lessee’s agent has inspected the Equipment and acknowledges that the Equipment is in good repair, mechanical condition and running order. Lessee shall provide, at Lessee’s expense, all accessories Lessee deems necessary to operate the Equipment.

13. MAINTENANCE, DAMAGE AND LOSS: Lessee shall pay all costs and expenses incurred in the periodic repair and maintenance of the Equipment, including without limitation providing replacement parts for the Equipment as necessary. Lessee agrees to perform, at Lessee’s cost, all repairs and maintenance in a timely manner and will follow manufacturer’s suggested maintenance programs. Lessee is responsible for any and all maintenance and repair costs not covered by the manufacturer’s warranty or for such maintenance and repair costs incurred because of Lessee’s failure to exercise its options under or to comply with the terms of any manufacturer’s warranty. Lessee agrees to maintain the Equipment in good operating condition at all times during the Lease Term. Lessee will notify Lessor immediately if the Equipment is not in good operating condition for a period longer than three (3) business days. Lessor shall have no liability for any repair or service to the Equipment. Lessee shall bear all risks of loss and damage to the Equipment from any cause. In the event the Equipment is lost or damaged by the Lessee, the Lessee shall pay to Lessor the repair or replacement cost of the Equipment; in addition, the obligations of this Agreement shall continue in full force and effect through the Lease Term.

14. INSURANCE: Lessee shall procure, at Lessee’s cost and expense, a policy or policies of insurance issued by a company, and with policy limits and coverage, satisfactory to Lessor, with premiums prepaid thereon, insuring against fire, theft, collision, and other such risks as are appropriate and specified by Lessor. Such policy or policies shall be primary (not excess or contributory), name Lessor as loss payee and not as co-insured, shall include a complete waiver of subrogation, and shall be delivered to Lessor simultaneously with or prior to the delivery to Lessee of the Equipment leased hereunder. Lessee shall procure, at lessee’s cost and expense a policy of insurance issued by a company satisfactory to Lessor and Lessor’s Bank with a limit equal to the full replacement cost of the equipment that is the subject of this lease agreement. This insurance shall provide coverage for “all risks of physical loss” subject to the usual exclusions for flood and earthquake. The insurance shall have a deductible, which is the responsibility of the Lessor, of no more than $5,000.00 per claim. Such policy shall be primary (not excess or contributory), name Lessor and Lessor’s Bank as loss payee and include a complete waiver of subrogation in favor of Lessor’s Bank. A certificate as evidence of this insurance shall be provided simultaneously with or prior to the delivery to Lessee of the equipment leased hereunder.

15. ENCUMBRANCES, TAXES AND OTHER LAWS: Lessee shall keep the Equipment free and clear of any liens or other encumbrances, and shall not permit any act where Lessor’s title or rights may be negatively affected. Lessee shall be responsible for complying with and conforming to all laws and regulations relating to the possession, use or maintenance of the Equipment. Lessee shall pay all sales, use, excise, personal property, stamp, documentary and ad valorem taxes, license and registration fees, assessments, fines, penalties and similar charges imposed on the ownership, possession or use of the Equipment during the term of this Agreement, and shall pay all taxes (except Lessor’s Federal or State net income taxes) imposed on Lessor or Lessee with respect to the rental payments hereunder. Lessee shall reimburse Lessor upon demand for all taxes paid by or advanced by Lessor. Lessee shall file all returns required therefor and furnish copies to Lessor. Lessee shall at its expense protect and defend Lessor’s title against all persons claiming against or through Lessee, at all times keeping the Equipment free from any legal process or encumbrance whatsoever including but not limited to liens, attachments, levies and executions, and shall give Lessor immediate written notice thereof and shall indemnify Lessor from any loss caused thereby.

16. LESSOR’S REPRESENTATIONS: Lessor represents and warrants that it has the right to lease the Equipment as provided in this Agreement.

17. OWNERSHIP: This Agreement creates only a lease of the Equipment and does not constitute a sale thereof or the creation of a security interest therein. Lessor shall at all times remain the sole owner of the Equipment and nothing contained herein or the payment of Rent hereunder shall create or enable Lessee to acquire any right, title or other interest in or to the Equipment other than that of a lessee. Lessor is hereby authorized by Lessee, at Lessee’s expense, to cause this Agreement, or any statement or other instrument in respect of this Agreement showing the interest of Lessor in the Equipment, including Uniform Commercial Code Financing Statements, to be filed or recorded and refiled and re-recorded. Lessee shall execute and deliver any statement or instrument requested by Lessor for such purpose, and agrees to pay or reimburse Lessor for any searches, filings, recordings or stamp fees or taxes arising from the filing or recording any such instrument or statement. Lessee shall execute and deliver to Lessor, upon Lessor’s request, such further instruments and assurances as Lessor deems necessary or advisable for the confirmation or perfection of Lessor’s rights hereunder. The Equipment is, and shall at all times be and remain, personal property notwithstanding that the Equipment or any part thereof may now be, or hereafter become, in any manner affixed of attached to real property or any improvements thereon.

18. SEVERABILITY: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

19. ASSIGNMENT: Neither this Agreement nor Lessee’s rights hereunder are assignable by Lessee except with Lessor’s prior written consent. Lessor may assign all or any part of this Agreement without restriction.

20. BINDING EFFECT; COUNTERPARTS: The covenants and conditions contained in the Agreement shall apply to and bind the Parties and the heirs, legal representatives, successors and permitted assigns of the Parties. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

21. GOVERNING LAW; VENUE; ATTORNEY’S FEES: This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, and any action or proceeding arising out of or related to this Agreement shall be exclusively brought and maintained in the courts located in Salt Lake County, Utah. The Parties hereby waive trial by jury in any action arising in connection with this Agreement. In any legal proceeding is instituted with respect to this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney’s fees and costs incurred, both before and after judgment, in addition to any other relief to which they may be entitled.

22. NOTICES: Any notice required or otherwise given pursuant to this Agreement shall be in writing and shall be delivered personally, mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, to

Either party may change such addresses from time to time by providing notice as set forth above. Notices so given by either Party shall be considered upon receipt or the refusal of the Party to accept delivery of such notice.

23. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be modified in writing and must be signed by both Lessor and Lessee.

24. CUMULATIVE RIGHTS: Lessor’s and Lessee’s rights under this Agreement are cumulative, and shall not be construed as exclusive of each other unless otherwise required by law.

25. WAIVER: Time is of the essence in this Agreement. The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement. The acceptance of Rent by Lessor does not waive Lessor’s right to enforce any provisions of this Agreement.

26. INDEMNIFICATION: Except for damages, claims or losses due to Lessor’s gross negligence or willful misconduct, Lessee, to the fullest extent permitted by law, shall indemnify, defend and hold Lessor and Lessor’s property, free and harmless from any losses, claims (including claims for indemnity and/or contribution), fines penalties, actions, proceedings, damages, injuries to or death of any person, including Lessee or its agents or employees, arising out of or relating in any way to the use and possession of the Equipment or from the acts or omissions of any person or persons, including Lessee or its agents or employees, using or possessing the Equipment, or any violation of law.

27. WAIVER OF INDIRECT DAMAGES: Regardless of cause, Lessee will not assert any claim whatsoever against Lessor for loss of anticipatory profits or any other indirect, special, or consequential damages, all of which are hereby expressly waived, nor shall Lessor be responsible for any damages or costs which may be assessed against Lessee in any action for infringement of any United States Letters Patent. Lessor makes no warranty as to the treatment of this Agreement for tax or accounting purposes. 28. ADDITIONAL TERMS & CONDITIONS: (Specify “none” if there are no additional provisions). None. [Remainder of page left intentionally blank]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed the day and year first above written.