This Commercial Equipment Lease Agreement (the “Agreement”) is made and entered on

by and between ICELCO – Ice Equipment Lease Company, LLC, a Utah corporation (“Lessor”) and

a

(“Lessee”) (sometimes separately referred to herein as a “Party” and collectively as the “Parties”).

The Parties agree to as follows:

Subject to the terms and conditions of this Agreement, Lessor hereby leases to Lessee, and Lessee hereby accepts and agrees to lease from Lessor, for use in Lessee’s business, the following equipment:

(the “Equipment”).  The Equipment shall be installed and exclusively used at the following location (the “Site”):

Lessee shall not enter into any sublease of the Equipment without Lessor's prior written consent, which consent may be withheld in Lessor's sole discretion. No permitted sublease shall relieve Lessee of its obligations under this Agreement.

Lease Term. The term of this Agreement (the “Lease Term”) will start on

Option to Renew. On or before ninety (90) days prior to the initial Lease Expiration Date, provided there are no uncured events of default by Lessee hereunder, Lessee may extend the Lease Expiration Date for an additional

months by notifying Lessor of such intention in writing (the “Extension Term”). Such Extension Term shall commence at 12:01 a.m. on the first day following the expiration of the immediately preceding period then constituting the Lease Term.  The Extension Term shall be on the same terms and conditions set forth in this Agreement, except that the Rent during the Extension Term shall be determined as set forth in Section 3(b) below.  Following the timely extension of the Lease Expiration Date as provided herein, all references herein to the "Lease Term" shall be deemed to include the Extension Term, unless otherwise expressly provided.  Tenant shall have no additional extension options.

Termination. In the event that the Lease Expiration Date occurs and Lessee has not timely exercised the option to renew provided for in Section 2(b) above, the Lease Expiration Date shall be extended on a month-to-month basis thereafter until either Party provides at least fifteen (15) days prior written notice of termination to the other party (“Termination”).

Rent During Initial Lease Term. Lessee agrees to pay to Lessor as rent for the Equipment the amount of

Rent During Extension Period. The “Rent” during the Extension Term shall be the sum of

If any amount under this Agreement is more than ten (10) days late, Lessee agrees to pay a late fee of

In addition, any amount not paid when due shall bear interest at the rate of eighteen percent (18%) per annum from the due date until paid.

Concurrently with the signing of this Agreement and prior to taking possession of the Equipment, Lessee shall deposit with Lessor, a security deposit of

which shall be equivalent to the sum of the Rent for the first and last month of the Lease Term, as security for the performance by Lessee of the terms under this Agreement and for any loss or damage to the Equipment during the Lease Term.  Lessor may comingle the security deposit with other funds of Lessor and no interest will be payable to Lessee upon such security deposit.  Lessor may use part or all of the security deposit to replace the Equipment or to repair any damage to Equipment during the Lease Term, whereupon, upon written notice from Lessor, Lessee shall restore the amount of the security deposit to its original amount.  However, Lessor is not just limited to the security deposit amount and Lessee remains liable for any balance.  Lessee shall have no right to apply or deduct any portion of any security deposit from the last or any month’s Rent.  Lessee shall not use or apply any such security deposit at any time in lieu of payment of Rent.  If Lessee breaches any terms or conditions of this Agreement, Lessee shall forfeit any deposit, as permitted by law.

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, 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 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

LESSOR, BEING NEITHER THE MANUFACTURER, NOR A SUPPLIER, NOR A DEALER IN THE EQUIPMENT, MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO ANYONE, AS TO FITNESS FOR ORDINARY PURPOSE OR A PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, CONDITION, CAPACITY, NON-INTERFERENCE, NON-INFRINGEMENT, 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 AND WITH ALL FAULTS.”  UNLESS OTHERWISE AGREED TO BY THE PARTIES PURSUANT TO SECTION 13(a), 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.

Prior to 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 installation and operation of the Equipment in accordance with Lessor’s standard operating requirements and practices. The Equipment is and shall remain personal property even if installed in or attached to real property.  Lessee shall provide, at its expense, any required facilities and utilities for the proper installation and operation of the Equipment.  Lessee shall be solely responsible for the installation of the Equipment in accordance with the applicable specifications.

At the expiration of the Lease Term, Lessee shall surrender the Equipment to Lessor by delivering the Equipment to Lessor or Lessor’s agent at a location designated by Lessor, in the same 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 Lessee hereunder.

Lessee shall be in material default of this Agreement if (a) Lessee fails to perform or fulfill any obligation under this Agreement, including but not limited to the payment of Rent and the Security Deposit, 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:

• 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.
• To sue for and recover all Rent and other monies due to the extent permitted by law.
• 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.
• 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 pre-taking 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 against the present value of any Rent that would otherwise have been payable hereunder for any sums received by Lessor from the rental of the Equipment to a third party, after deduction of the expenses of 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.

At the expiration of the Lease Term, Lessee shall surrender the Equipment to Lessor by delivering the Equipment to Lessor or Lessor’s agent at a location designated by Lessor, in the same 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 Lessee hereunder.

• No marking of any kind shall be placed on the Equipment by Lessee except with the prior written consent of Lessor. Any such marking placed on a Unit by Lessee shall be removed at Lessee's expense on or before the expiration or earlier termination of the Lease Term. Lessee shall, at Lessee's expense and to Lessor's satisfaction, place and maintain on the Equipment any identifying marks required by Lessor.
• Lessee may not move the Equipment from its location at the Site or make any alterations to the Equipment without Lessor's prior written consent.
• The Parties intend that the Equipment shall remain at all times personal property and not a fixture under applicable law, even if the Equipment, or any part thereof, may be or become affixed or attached to real property or any improvements.
• Lessee shall operate the Equipment exclusively for

in connection with its business. Lessee shall not operate or permit the operation of the Equipment in an unsafe or improper manner.

(i) Lessee agrees to maintain the Equipment in good operating condition at all times during the Lease Term and 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 will notify Lessor immediately if the Equipment is not in good operating condition for a period longer than three (3) business days. 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 (i) not covered by the manufacturer’s warranty, or (ii) incurred because of Lessee’s failure to exercise its options under or to comply with the terms of any manufacturer’s warranty. Lessor shall have no liability for any repair or service to the Equipment.

1. Preventative Maintenance Services. Lessor will visit the Site of the Equipment twice in the Equipment year during the Lease Term, to provide the following services (the “Preventative Maintenance Services). Lessee shall make the Equipment available to Lessor during normal business hours during any business day selected by Lessor from time to time:

This obligation is in lieu of all other warranties, express or implied, and of all obligations or liabilities on the part of Lessor for damages, including, but not limited to, consequential damages, arising out of or in connection with the use or performance of the Equipment.

(a) Labor or parts that are covered by a manufacturer's warranty; (b) Normal wear and tear; (c) Pre-existing conditions; (d) Damage covered by the standard warranty or other service contracts; (e) Damage covered by the manufacturer's product recall; (f) Unauthorized modifications to the Equipment, including the unauthorized removal, bypass, or disabling of safety features; (g) Unauthorized repairs or alterations; (h) Misuse or abuse of the Equipment; (i) Failure to follow manufacturer's instructions; (j) Third-party acts, including theft and vandalism; (k) Damage not reported by the Lessee within the specified time in the Lease; (l) Damage to consumable parts such as batteries and filters; (m) Cosmetic damage; (n) The cost of outside labor for reinstallation; or (o) The cost of government permits or licensing for reinstallation.