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Home My WebLink About05-5692 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIT COMMUNICATIONS FINANCE CORPORATION I CIT Drive Livingston, NJ 07039 Plaintiff vs. TED BALDWIN 37 Green Ridge Road Mechanicsburg, P A 17055 Defendant oS' - !:Io C;Z c C;uiC jfJL~ CIVIL ACTION NOTICE You have been sued in Court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your de- fenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. LAWYER REFERRAL SERVICE Cumberland County Bar Association 332 S. Bedford St. Carlisle, PA 17013 1-800-990-9108 A VISO Le han demandado a usted en la corte. Si usted quiere defenderse de estas demanda expuestas en las paginas siguientes, usted tiene viente (20) dias de plazo al partir de la fecha de la demanda y la notificaci6n. Hace falta asentar una compar- encia escrita 0 en persona 0 con un abogado y entregar a la corte en forma escrita sus defensas o sus objectiones alas demandas en contra de su persona. Sea avisado que si usted no se defende, la corte tomara medjdas y puede con- tinuar la demanda en contra suya sin previo aviso 0 notificaci6n. Ademas, la corte puede decidir a favor del demandante y requiere que usted cumpla con todas las provisiones de esta demanda. Usted puede perder dinero 0 sus prop- iedades u otros derechos importantes para usted LLEVE ESTA DEMANDA A UN ABOGADO INMEDIATAMENTE. SINO TIENE ABOGADO o SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO VA YA EN PERSONA 0 LLAME POR TELEFONO A LA OFlCINA CUYA DIRECCION SE ENCUENTRA ESCRITA ABAJO PARA A VERIGUAR DONDE SE PUEDE CONSEDUm ASISTENCIA LEGAL. COMPLAINT I. Plaintiff, CIT Communications Finance Corporation ("CIT") is a Delaware corporation, with its principal place of business located at I CIT Drive, Livingston, New Jersey 07039. 2. Upon information and belief, defendant, Ted Baldwin ("Baldwin") is an individual who resides at 37 Green Ridge Road, Mechanicsburg, Pennsylvania 17055. FIRST COUNT LEASE AGREEMENT Schedule 00010 3. On or about May 24,2001, CIT, as Lessor, executed Lease Agreement No. XI20280 ("Lease") Schedule 000 I 0 ("Schedule 000 I 0") with an entity known as I-Tech Services, Inc. ("I-Tech"), whereby CIT agreed to lease to I-Tech One (I) Merlin Magix ("Equipment #1 ") more specifically described in said lease, a true and correct copy of which is annexed hereto as Exhibit "A"l. Equipment #1 described in Schedule 00010 I Upon information and belief, in or about June 2003, an entity known as Computer Education Services acquired 1- Tech and assumed all obligation s of I-Tech including the obligations of CIT under the Lease. I was delivered and accepted by lessee on May 16,2001. A copy of the Delivery and Acceptance Certificate is annexed hereto as Exhibit "B". 4. Simultaneously with the execution of the subject Lease, defendant Baldwin executed a Personal and Continuing Guaranty of I-Tech's obligations to CIT, whereby Baldwin unconditionally and irrevocably guaranteed to CIT the prompt payment and performance of all obligations ("Guaranteed Obligations") under the Lease and any and all other existing or future lease agreements between CIT and I-Tech. Baldwin agreed that this was to be a guaranty of payment and performance and not of collection and that CIT could proceed directly against Baldwin or against the Equipment covered by the Lease. A copy of said Guaranty is annexed hereto as Exhibit "C". 5. In accordance with the provisions of Schedule 0001 0, I-Tech, arnong other things, was to make 60 monthly lease payments, for a monthly rental payment of$ I ,801.35 plus all applicable taxes and charges. 6. Among other things, the terms of the Lease at ~I state that if any lease payment or other amount due and payable to CIT is not paid within ten (10) days of its due date, I-Tech will pay a late charge equal to the greater of (i) 5% of each late payment or (ii) $5.00 for each late payment. 7. Moreover, the Lease provided at ~8 thereof, among other things, that each of the following is a default thereunder: (a) that if the Lessee failed to pay any Lease Payment or any other payment within ten (10) days of its due date, or (b) you do not perform any of the Lessee's other obligations under the Lease or in any other agreement with Lessor or any of its affiliates and this failure continues for (10) days after notification by 2 Lessor. . .. 8. Furthermore, the Lease provides at ~ 9 thereof that if a default occurs, CIT may do one or more of the following: (a) cancel or terminate the Lease or any or all other agreements entered into with Lessee or withdraw any offer of credit; (b) require Lessee to immediately pay Lessor, as compensation for loss of Lessor's bargain and not as a penalty, a sum equal to (i) the present value of all unpaid Lease Payments for the remainder of the term plus the present value of all unpaid Lease Payments for the remainder of the term plus the present value of our anticipated residual interest in Equipment # I, each discounted at 5% per year, compounded monthly, plus (ii) all other amounts due or that become due under the Lease; (c) require the Lessee to deliver Equipment #1 to Lessor as set forth in Section 3 ofthe Lease; (d) Lessor may peacefully repossess Equipment #1 without court order and Lessee will not make any claims for damages against Lessor and (e) Lessor may exercise any other right or remedy available at law. 9. The subject lease is a UCC Article 2-A finance lease. Paragraph 10 of the Lease specifically states that the Lessee agrees: that if Article 2-A-Leases of the Uniform Commercial Code applies to this Lease, the Lease will be considered a "finance lease" as that term is defined in Article 2A. By signing this Lease, you agree that either (a) you have reviewed, approved, and received, a copy of the Supply Contract or (b) that we have informed you of the identity of the Supplier, that you may have rights under Supply Contract, and that you may contact the Supplier for a description of those rights. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A. 10. I-Tech defaulted on its obligations under Schedule 00010 under the Lease. 3 11. By reason of I-Tech's default under the Lease, and in accordance with CIT's rights under the Lease, CIT exercised its remedies and accelerated the balance due and demanded possession of Equipment #1. 12. As a result of the default by I-Tech under the Lease and Schedule 00010, there is presently due and owing from defendant Baldwin pursuant to his Guaranty the sum of $43,139.75, comprised of $12,401.89 representing the present value ofthe remaining monthly payments (discounted at 5% per year) plus $24,517.49 being the present value of CIT' s Anticipated Residual Interest in Equipment # I (discounted at 5% per year) plus a past due amount of $5,584.20 plus late charges of $450.30 and property tax of $185.87. 13. Accordingly, there is now due and owing to plaintiff CIT from defendant Baldwin as a result of the default by I-Tech on Schedule 00010 the total sum of $43,139.75 with interest from September 16, 2005. Schedule 00020 14. On or about November 30, 2001, I-Tech entered into a Lease Schedule 00020 ("Schedule 00020") under the Lease with CIT whereby I-Tech leased from CIT a Partner ACS ("Equipment #2") for a term of 53 months, for a monthly rental payment of $147.25 plus all applicable taxes and charges. A copy of Schedule 00020 is annexed hereto as Exhibit "C". 15. Among other things, the terms of the Lease at ~I state that if any lease payment or other amount due and payable to CrT is not paid within ten (10) days of its due date, r- Tech 4 will pay a late charge equal to the greater of (i) 5% of each late payment or (ii) $5.00 for each late payment. 16. Moreover, the Lease provided at ~8 thereof, arnong other things, that each of the following is a default thereunder: (a) that if the Lessee failed to pay any Lease Payment or any other payment within ten (10) days of its due date, or (b) you do not perform any of the Lessee's other obligations under the Lease or in any other agreement with Lessor or any of its affiliates and this failure continues for (I 0) days after notification by lessor. 17. Furthermore, the Lease provides at ~ 9 thereof that if a default occurs, CIT may do one or more of the following: (a) cancel or terminate the Lease or any or all other agreements entered into with Lessee or withdraw any offer of credit; (b) require Lessee to immediately pay Lessor, as compensation for loss of Lessor's bargain and not as a penalty, a sum equal to (i) the present value of all unpaid Lease Payments for the remainder of the term plus the present value of all unpaid Lease Payments for the remainder of the term plus the present value of our anticipated residual interest in Equipment #2, each discounted at 5% per year, compounded monthly, plus (ii) all other amounts due or that become due under the Lease; (c) require the Lessee to deliver Equipment #2 to Lessor as set forth in Section 3 of the Lease; (d) Lessor may peacefully repossess Equipment #2 without court order and Lessee will not make any claims for darnages against Lessor and ( e) Lessor may exercise any other right or remedy available at law. 5 18. The subject lease is a UCC Article 2-A finance lease. Paragraph 10 of the lease specifically states that the lessee agrees: that if Article 2-A-Leases of the Uniform Commercial Code applies to this Lease, the Lease will be considered a "finance lease" as that term is defined in Article 2A. By signing this Lease, you agree that either (a) you have reviewed, approved, and received, a copy of the Supply Contract or (b) that we have informed you of the identity of the Supplier, that you may have rights under Supply Contract, and that you may contact the Supplier for a description of those rights. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A. 19. I-Tech defaulted on its obligations under Schedule 00020 under the Lease. 20. By reason ofI-Tech's default under the Lease, and in accordance with CIT's rights under the Lease, CIT exercised its remedies and accelerated the balance due and demanded possession of Equipment #2. 21. As a result of the default by I-Tech under the Lease and Schedule 00020, there is presently due and owing from defendant Baldwin pursuant to his Guaranty the sum of $3,325.80, comprised of $870.76 representing the present value of the remaining monthly payments (discounted at 5% per year) plus $1,950.72 being the present value of CIT's Anticipated Residual Interest in Equipment #2 (discounted at 5% per year) plus a past due amount of $456.47 plus late charges of$36.80 and property tax of$II.05. 22. Accordingly, there is now due and owing to plaintiffCIT from defendant Baldwin as a result of the default by I-Tech on Schedule 00020 the total sum of $3,325.80 with interest from September 16,2005. 23. By virtue of the default of I-Tech under the subject Lease Agreement and Schedule 000 10 and Schedule 00020, and in accordance with the Guaranty of defendant Baldwin, 6 CIT made demand upon Baldwin for the balance due under Schedule 00010 and Schedule 00020 and for the return of Equipment #1 and Equipment #2. 24. Under the provisions and terms of the Lease, plaintiff is entitled to reasonable attorneys' fees as darnage occasioned by the default of!- Tech under the Lease and, concomitantly, Baldwin under his Guaranty. 25. As a result of the default of I-Tech under the Lease and defendant Baldwin under his Guaranty of the obligations of I-Tech to CIT, CIT is entitled to judgment against Baldwin for the aggregate arnount of$46,465.55 plus interest from September 16,2005. 26. By virtue of the default of I-Tech under the Lease, and Baldwin, under his Guaranty, defendant Baldwin is obligated for reasonable attorneys' fees in an amount to be determined at trial, but not less than $ I 0,000.00. WHEREFORE, plaintiff demands judgment against the defendant Ted Baldwin for the sum of $46,465.55 plus interest from September 16, 2005, plus reasonable attorneys' fees in an arnount to be determined at trial, but not less than $10,000.00, together with costs of suit. LAW OFFICES OF CHRISTOPHER S. LUCAS LLC 220 CUMBERLAND P ARKW A Y, SUITE 4 MECHANICSBURG, PAl 7055 A1TJ)RNEYN~ :~~ .~, I By: Christop er . ucas Attorney for the plaintiff 7 VERIFICATION THOMAS PAPP, verifies that he is the Director of Litigation of CIT Communications Finance Corporation, and is authorized to make this verification on its behalf; that the facts set forth in the foregoing Complaint are true and correct to the best of his knowledge, information and belief and that false statements made herein are subject to the penalties of 18 Pa.S.C.A. ~4904, relating to unsworn falsification to authorities. \ \ ~\{=- \;;~ , \ - 'G;;~/o5 THOMAS PAPP 8 EXHIBIT A :>age 1 of,;l AVAYA , FINANCIAL 6uMces LEASE AGREEMENT TO OUR VALUED CUSTOMER: ThiS lease has been written in .Plain English-. When we use the words YOl.l8nd your in this Lease, we mean you, our customer, which is the Le.... indiclilted below. When we use the words we, us and our In this Leflse, we mean Lossor, elT Communications Finance Corporallon, Our address Is GSQ CIT Drive, Llvlnntton, New Jer"\1 0703a. Phone 1..800-527-9&76. CUSTOMER Lessee Name INFORMATION I-TECH SERVICES, INC Billing Street AddressJCitylStatelZip 10 North Jefferson Street, Frederick, MD 21701 Equipment Location Street AddresslCity/State/Zip 10 North Jefferson Street, Frederick. MD 21701 ax I D # 522209835 "ax Exempt # Phone No. (301) 698 Phone No. ( ) - 0154 Lease # X120280 Schedule # 00010 EQUIPMENT DESCRIPTION Supplier Name ("Supplier') INTERSTATE COMMUNICATION SERVICES.INC. Street AddresslCity/StateJZip 15121 Failing Waters Road, Wllllamaport, MD 21795 Quantity Make/Model MERLIN MAGIX Phone No. t 301 ) 582 - 2747 SUPPLIER INFORMATION Serial Number END OF (Check ane applicable box. If no box is checked, CI if mere than one box is checked, the Fair Market Value PurchasE LEASE ~tion INiIl apply.) Plus PURCHASE Fair Market Value Purchase Option Applicable o Fixed Price Purchase Option of $_ Taxes OPTION 0 Fixed Price Purchase Option of % of the Total Cash Price. TERM AND Lease Term (Months) Lease Payment ocumenlation Fee ou agree to pay at Ihe time you sign thi LEASE 60 $1,862.61 0.00 Lease: 1 Mos. ( $1,862.81 ) Total Advanc PAYMENT Lease Payment. If more than one Leas Plus Additional Provisions Payment Is required in advance, the addition:~ Applicable SCHEDULE amount -w;1I be applied at the end of the origina Taxes arm. INSURANCE AND TAXES TERMS AND 1. LEASE; DELIVERY AND ACCEPTANCE. You agree to lease the equipment described above (collectively, -Equipmenl") on the terms and conditions CONDITIONS 5110.,.", on both pages of this lease agreement ("lease"). If you have entered Into any purchase or supply contract ("Supply Conlract") with any Supplier, you assign to us yOlJr rights under such Supply Contract, but none of your obligations (olher than the obllgalion to pay for lhe Equipment if it is accepted by you as stated below and you timely deliver to us such documents and assurances as we request). If you hays not entered into a Supply Contract, you authorize us to enter Into a Supply Contract on your behalf. You w;n arrange for the dellvel)' of lhe Equipment to you. When you receive the Equipment, you agree to inspect il to determine if it is in good working order. This lease wili begin on tne dale when the EquIpment is delivered to you and the Equipment will be deemed irrevocably accepted by you upon: a) the delivery to us of a signed Delivery and Acceptance Certificate (if requested by us); or b) 1Q days after delivery of Ins Equipment to you if previously you haye not given written notice to us of your non-acceptance. The first lease Payment is due on or befOfe the date the Equipment is delivered to you unless in the box entilled "Addition<Jl Provisions' il is specified that payments are in arrears, in which case the first lease Payment will be due on the date specified by us in the month following the month the EQuipmenl is delivered to you. The remaining lease Payments will be due on the day of each subsequent monlh (or such other time period specified above) designated by us. You will make all payments required under this Lease to us at such address as we may specify in 'f'ITiling. You authorize us to adjust the Lease Payment if the Total Cash Price (which is all amounts we have paid in connection with the purchase, delivery and installation of the Equipment. Induding any upgrade and buyout amounts) differs from the estimated Total Cash Price. However, if the Total Cash Price exceeds the amount approved by us, we will not be obligated to purchase or lease the EQuipmer.1. If any Lease Payment or other amount payabie to u9 is not paid within 10 days of its due date, you will pay us a late charge equal to the greater of (i) 5% of each lale payment or (ii) $5.00 for each iate payment (or such lesser amount as is the maximum amount allowable under applicable law). 2. NO WARRANTIES. Wu are leasing t~.e Equipment to you" AS.IS". YOU ACKNOWLEDGE THAT WE DO NOT MANUFACTURE THE EQUIPMENT, WE DO NOT REPRESENT THE MANUFACl1,JRER OR THE SUPPLIER, At-10 YOU HAVE SELECTED THE EQUIPMENT AND THE SUPPLIER BASED UPON YOUR OWN JUDGMENT. WE MAKE NO WARRANTlES, EXPRESS OR IMPUED, INCLUOING WARRANTIES OF MERCHANTABILTY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERwtSE. YOU AGREE THAT REGARDLESS OF CAUSE, WE ARE NOT RESPONSIBLE FOR AND YOU Will NOT ASSERT ANY ClAIM AGAINST US FOR ANY DAMAGES, WHETHER CONSEQUENTIAl, DIRECT, SPECIAL. OR INDIRECT, YOU AGREE THAT NEITHER THE SUPPLIER NOR ANY SALESPERSON, EMPLOYEE OR AGENT OF THE SUPPLIER IS OUR AGENT OR HAS ANY AUTHORITY TO SPEAK FOR US OR TO BIND US IN ANY WAY, We lransfer to you for the term of this Lease any warranties made by lhe manufacturer or the Suppllef under a Supply Contract. (NOTE: Sections 3 thrOUGh 16 of the lou. are on page 2.) You are required to provide and maintain insurance related to the Equipment. and to pay any property, use and other Iaxe$ related to this Lease or the Equipment. (See Sections 4 and 6 on page 2 of this Lease.) If you are tax.exempt, you agree to furnish us with satisfactory evidence of your exemption. BY stONING nus LEASE: (I) YOU ACKNOWlEDGE THAT YOU HAVE READ AND UNDERSTAND AlL OF THe TERMS AND CONDITIONS OF THIS LEASE, WHICH IS DOCUMENTED ON OUR FORM AfS. LA 10100, (Ill YOU AGREE THAT IF A COPY OF THtS LEASE lS SIGNED BY YOU AND THE FRONT OF THE COPY IS DELIVERED TO US BY FACSlMIL.E TRANSMISSION OR OTHER'MSE, TO TPlE EXTENT ANY PROVISIONS ARE MISSING OR IlLEGlIlLE OR CHANGED (AND NOT INmAl..EO BY BOTH YOU AND US), THE TERMS AND CONDITIONS OF OUR FORM AFS.LA 10r'OO IN use ON THE DATE WE RECEIVE THE COPY SIGNED BY YOU WlL.L. BE THE TERMS AND CONDITIONS OF THE LEASE, (Ill) YOU AGREE THAT THIS LEASE 1$ A NET L.EASE THAT YOU CANNOT TERMINATE OR CANCEL. YOU HAVE AN UNCONDITIONAl. QElUGATlON TO MAKE AU PAYNI!NTS DUE UNDER THIS LEASE, AND YOU CANNOT WITHHOLD, SETOFF OR REDUCE eUCH PAYMENTS FOR ANY REASON, {I'll YOU AGREE THAT YOU WIll. USE THE EQUIPMENT ONLY FOR BUSINESS PURPOSES, (v) YOU WARRANT THAT THE PERSON SIGNING THIS LEASE FOR YOU HAS THE AUTHORITY TO 00 SO AND TO GRANT THE POWER Of ATTORNEY SET FORTH IN SECTION 1 OF THIS LEASE, (vi) YOU CO AM THAT YOU oeCIDED TO ENTER INTO THill LEASE RATHER THAN PURCHASE THE EQU'PMENT FOR THE LOWER TOTAL CASH PRICE, AND (vii) YOU AOREE THAT THIS LEASE WlU BE G MED BY THE LAWS OF T STATE OF NEW JERSEY. YOU CONSENT TO THE JURISDICTION OF ANY COURT LOCATED WlTtfIN THAT STATE. 'tOU AND WE eXPRESSLY WANE ANY RIGHT A TRIAL BY JURY. T",,-z> 5. J!J;l L.D /-v / A/ Print Name & Title (/;::-0 Date X Aut I-TECH SERVICE!>. INC xLe::-A~ Authorized Signature Pri t Name & Titte AFS-LA1Q1OO Page 1 of3 'age 2 01 }) Lease Agreement , 3. EaUIPMENT LOCATIONj USE A.ND REPAIR; RETURN You will keep and use the Equipmenl only at the Equitlmenllocation shown above on this lease. You may not move tne EQu",m6'nf without aur prior written cOIlsent. Al YOl.lr own CDst end eJlpenge, you wl1 keep the Equipment eligible fOf' any manulacturer's certification. in compliance With al\ applicable laws and in good repair. GOr1djtion and WOI'klng crder. except for ordinary wear and tear. You Will not make any alterations. edditiol'1s Of replacements to lhe Equipment withO\Jt Co.Ir prior wntten consent. M alterations. additions and replQcements will become part of 'he EQ\Jipmant and Otlr property at no cosl ()( expense to us. We may inspect the Equipment al any reaso~able time. U'lless this lease is rene~d Of you purCf18se Che Equi"nent in accordance with /hi& Lease, aI/he end of lhls Leas8 you wi)) jmmedJalely deliver the Equipment to us in as good cClr1dltion as when you received it. eMcellt fQ( ordinary wear and tear. to any place it) the United States that we tell you. You will pay all 81';pen$es of deinstalling, cratin~ a"d shippin\!, and you will insure Ihe Equipment foritsfu:lrepla~en!valuedUringshipping. 4. TAXES AND FEES. You will pay when d'~e, either directly or to us upon our demand, all Cales, fines and panalties relating 10 Ihls Lease or the Equipment t".at are now or In the luture asses&oed or lev:ed by any slate, local or other gavemmellt authority. We will file all personal property. use or olher tax returns (unless we notify you olherwlse in writing) a.,d yoo agree to pay us a fee lOt maki~ such filings. We do !'lot hav~:o conlesl any taxes. fines or ponalties, You will pay estimated property taxes wilh each Lease Payment or annually, as invoiced. 5, LOSS OR DAMAGE. As between YO'J aM us, you are responsible 10r any loss. thelt or destruction 01, or damage 10, lhe Equipment (collectively 'loss'! from any cause at all, Whether or not insured, unlil it is dolivered to us at the end ollhts l~BSe. Vou ate required to mall:e all Lease Payments even if there is a Loss. You must notify us in writing immediately of any Loss. Then. at our oplion. you will eilher (a) tepalt the Equipmen! so that it is jn good condition and wotkil'l9 Ofdef. eligiblo for any manufacturer's certification, or (b) pay us the amounts specified in Section 9(b) below 6. INSURANCE. You will pl'ovide and ms;nt&i., at your expense (al property insurance against the loss. Iheft or aestruction of, or damage to. the Equipment for its full rep!acament Value, naming us as loss pay~. and (bJ puMc lieo;!ity and 111m party prop~rly insurance, (laming U& 85 an Ctdditionallnwred. You will gjve Ul! certificates or other evidence 01 SUCh insurance when requested. Such insutance will be in a form. amounl and with companies acceptable to us, and will provide that we will ba given 30 days advance notice of any cancellation or material chanlje of such insurance. If you do nol give us evidence of insurance acceptable to us, we have the rig nt, but not the obligation. to oblain itl$urance coveri~g our irlleresl i'i the Equipment for the term of this Lease, including any renewsls or extensiol'ls. from an insurer of our choice. incl~ln9 an insurer that is our affiliale. We may add the costs of acquiring a.,d maintaining such inSIJf'8nC8 and oor fees for our services in placing and mainlai:'l:ng such inSl.<rance (collectively, 'Insur8'ice Charge') to Ihe amounts due from you uooer this L$&se, You wil: pay tM Insuratlce Cnerge in aqua inslaJlments aPocaled to the remainjng Lease Payments. If we purchese insurance. you will cooperate with our insurance agel'll with respect to the placement of insurance and the processing of deims. Noth,ng in this Lease will create an insurance relatiOllship or any type between us and any olher person. You acknowledge thaI we ere not reQuired 10 secure or mainlain any insurance. and we ~\1 not be liable to you if we lermina!e any insurance coverage that we arrange. If we replace or renew any insurance coverage. we are not obligated to provide replacement or renewal colferage under CM same terms, costi, limits. Dr conditions as the previous coverage 1. TITLE; REtORDING. We are the owner o~ and will hold litle to the Equipment. You INiII keep Ihe Equipment free of all liens and encumbta~ces. UnleS!lthe Purchase Option is $1.00. you agree thai this transaction is a trulllease. He-Never, if thi:; trensac::on is deemed to be e lease :ntended for secu~ity, you grant us a purchase money $8curily inlerestln the Equipment (including eny replacements. substilulions, additions. attachments end proceeds). You will deliver to us signed financing s1atemenb Dr olher documMls we request to protect our interest in the Equipment YOU AUTHORtZE US TO FiLE A COpy OF THIS lEASe AS A FINANCING STATEMENT AND API'OINT US OR OUR DESIGNEE AS YOUR ATTORNEY-IN-fACT TO EXECUTE AND FtLE. ON YOUR BEHALF, FINANCING ST~TEMENTS COVERING THE EQUIPMENT, 8. DEFAULT. Each of the following is e "De.ault' under this lease: (a) you fail to pay any Lease Payment or any oiher payment within 10 days of ,Is due date. (bJ )'OlJ do nol perform 8ny af your other obligations under this Lease or in any other agreement wit', us or with any of our affiliates and this failure continues for 10 days atter we have notified yOU of il. (C) you bi!come \nsolY-Mt. you dissolve or 8nt dissolved. Of you 3ssiQn your assels fO( the benefj! of your creditors, Of enter jvoluntarily or involuntariiy) any bankruptcy or reorganization proceeding, or (d) any guarantor of this Lease dies, dofaS not perlorrn Its obligatiOns under t"'e guerenty, or become!!. sub;ect to one of the events hsted in clause tcl above. 9. REMEDIES, If a I)afault occurs. we may do one or mare oj the following: (a) we may cancel or terminate this Lease or any or all other agreements t~al we have entered into w:Lh you or withdraw any offer of credit; (OJ we may reqUIre you to immedialely pay us. as Ct.Impensalion for Joss of our bargain- and not as a penally, a sum equal to (i) the presellt value or all unpaid Lease PaymeMs IOf the remainder of the term plus t.'1e presenl value of our anlJcipated residual interest in the Equipment. each discounted at So/I per year. compounded IT'oCllthiy. plWl; (ii) all other amounts due or tnat ~come due under this Lease; (c) we may require you to deliver the Equipment to us as set forth In Section 3: (d) we or our agent may peacefUlly repossess the Equipmel1t without court order and you will not make any claims againsl us for d"amages or lre$pass or any other reaSOn; and <e) we may exercise any alher r:ght Ot remedy evailabJe al iaw or il'l equity, You agr.. to PlY all of our costa of enforcing our rigMs against you. IncludIng reaaonable attorneys' f.",. If we take possession of the EQu:pment, we may sell or olher..wise dispose of it witn or witfJo...Il nol:'ce, at a public or pr:vat13 sale, a'ld apply tne net proceeds (elter we have deducted all costs related to the sale or disposition of tlte Equipmenl) to the amounts that you owe us. You agree that If not\(:e of !ale is required by law to be given. 10 days' notice will constitute reasonable nolice. You will remain respons:ble for any amOt.lnls that are due after we have appl'ed such nee proceeds. 10, FINANCE LEASE SlA1US. YOIl agree thai: Arlicle 2A-Leases of the Uni~orm Commercial Code applies \0 this lease, this Lease wit! be considered & 'finenca lease' sa that term Is defined in Article 2A. By signinlj tnis Lease, you agree that either (a) you have reviewed, epproved. and received. a copy of the Supply Contract or (b) that we hill/e informed ).ou 01 the idenlJly of the Supplier. thai \IOU may have rights under the Supply Contracl, and that you may contact the Supplier for a descriplion of those riQhts. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE. ANY AND AL.L RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A. 11. ASSIGNMENT. YOU MAY NOT ASStGN. SELL. 'TRANSFER OR SUBLEASE THE EQUIPMENT OR YOUR I~TERESTIN THIS LEASE, We may. withoutllotifying you, sell, assign. (X transfer this Lease or aur rights in tho Equipme11. You agre.e that the new owner will have the same rights and benefits that ~ have 1'IOW under this Lease but not our obligat;ons. The r:ghl9 or the new owner will not be subject to a'lY cla;m. delense or set off that you may have agalnGt uS 12. PURCHASE OPTION; AUTOMATIC RENEWAL. If no Default exists. under Ihis Lease. you will have the Option at the end or thEl' or,ginil~ or any renewallerrn to purchase all (but not iess than 811) oJ f,'llJ Eql.Jipment at the Purchase Option price shown on Page 10j this Lease. plus any epplicebletaJles, l.'nless tns Purchase Option price is $1.00, you must give us alleas! 30 days written notice before the end oltha original term that you will purchase the Equipment or that you will deliver the Equipmel'll to us. If you do not give us such written nolice or if you do nol purchase Of' dellver the Equipment in eccordance wilh the terms and conditions of this l.ease. this Lease will automatically renew fat succes:ve three month periods and thereafter renlJW l{l' successive one monthlerm, lIntil you del;ver ~he Equipment to us, During such r~newal($) the lease Payment wi)) reMain the same, WfJ may cancel an automatic renewal term by sending you written notice 10 dayS prior to such renewal term. If Ihe Fair Market Value Purchase Option ha$ been aelecled. we wili use our reasonable judgmc'itto determi.'le the EqIJipment's fair market value, If YO\l ClO not agree w:th O'JT determination of the Equipment's fair market value. the fair market value (on a retail basis) wll be determ:ned at your expense by an independent ap:jraiser selected by us. Uport payment 01 tre Purchase Option price, we shall transfer our Inlerest in (he EquipMent 10 you "AS IS, WHERE IS" without 8ny representatio" or warranty wnalsoeller and this Lease wil terminate 13. INOEMNIFICATION You are respol'ls:ble for any losses. damages. penalllls, claims, suits and actions (col!ecti~'ely 'Claims"). whether blued on a theory of strict lability or otherwise caused by or ralated to (a) the manufacture. Installalion. ownership. use. lease. possession. or delivery of the Equipmenl or (b) any defects in t'1e EqlJl~ent. You agree to reimburse us for ;J.-rd. if wa request, to d~end us against My Claims. 14 CR.EDIT INFORMATiON. YOU AUTHORJZE US OR ANY OF OUR AFFILIATES TO OBTAIN CREDIT BUREAU REPORTS. AND MAKE OTHER CREDIT I~QUIRIES THAT WE DETERMINE ARE NECESSARY. ON YOUR WRITTEN REQUEST. WE WILL INFORM YOU WHETHER WE. HAVE REQUeSTED A CONSUMER CREDIT REPORT AND THE NAME AND ADDRESS OF=" ANY CONSUMER CREDIT REPORTING AGENCY THA'T FURNISHED A REPORT. YOU ACKNOWLEDGE THAT WITHOUT FURTHER NOTICE WE MAY USE OR REQUEST ADDTTlO~Al CREOfT BUREAU REPORTS TO UPDATe OUR INFORMATION SO lONG AS YOUR OBLIGATIONS TO US AR~ OUTSTANDING 15, LEASING AOOITIONAl EQUIPMENT You may request u, to lease addilional &q\;ipment to you by sending us a purchase order or by contacting us or the Supplier by lelephone or in wr',tir.g If the tolal cost of such addillona! equi;>ment ('Additional Equipment") is $20,000 or les.s and if we agree ~o lease such Additional Equipment to you. we will signiry our ablreement by preparing a,1d sending 10 you a writing ("Additionai Lease') describing the Addit,ona\ Equipment ar,d specifying the ar:1ounl and frequency of the Lease Pa~T!1e"ts. the lease Term. the Putchase Opt'on and such other terms and condit'ons that apply to such lease. YOU AGREE THAT IF WE DO NOT RECEIVE A WRmeN oBJECTlON TO THE ADDITIONAl LEASE FROM YOU .~''''L1''I''' "'.vo ....'l''''.. ...u.. ......."'....... ....... .......,............. ,..._.... ........ ..,,,. .... ..........~........ .....~ .~..._..__._... .__~_~_~ ~..~ .~_.~._.... ~_..._.._.._ "'_ .__~._ _..._ EXHIBIT B "'age 1 of 2) ~ AVAYA DEUVERY AND ACCEPTANCE CERllFICATE . FINANCIAl. SERvlO6& CUSTOMER INFORMATION Lessee Name I-l1:Of SERVICES, INe Billing Street Address/City/County/State/Zip 10 Nor1h left'wson Sb-t, fNderidr. F......r1dc, MD 21701 Equipment Location Street Address/City/Counly/State/Zip 10 North JdCmon Sl"'~ F,,~.ri,l<. MD 11701 Lease # X120280 I Schedule # 00010 By signing below, you, the Lessee, agree: A) That all equipment described in the lease identified above ("Equipment") has been delivered, inspected, installed and is unconditionally and Irrevocably accepted by you as satisfactory for all purposes of the lease; and B) ThClt we, the Lessor, CIT Communications Finance Corporation, are Cluthorized to purchase the Equipment and StClrt billing you under the lease. Our address is 650 CIT Drive, Livingston, New Jersey 07039. LESSli:E: I-TECH SI:"~S, tHe n . By: ~~ ~~ (Auttlcrlzed SIgnature) - ~-:;;;;> / lEV ~ oft.D/lI/~ (Type/Prln, Name) t!.- 6'- c) (11"O)S~0h/ (Dato) / AFS.DAC ,OICO Peg. 1 0' ~ 50'd "'51: 11 10-E2-^"'W .~ EXHIBIT C -lge 1 of 1) -. AVAYA FrNA.NCJA.l. Slm\o'iCES PERSONAL AND CONTINUING GUARANTY Lessee: I.TECH SERVlCES,lNC Billing Street AddresslCitylCountylSlalelZip 10 North Jefferson Street Frederic Frederick MD 21701 Lease #: Schedule #: X120280 00010 CUSTOMER INFORMATION THIS PERSONAL AND CONTINUING GUARANTY CREATES SPECIFIC LEGAL OBLIGATIONS. When w<:' !,lse the: words lOll and your in this Personal and Continuing Guaranty, we mean the: Personal Guarantor(:::., indicated below. When we use the words we, us and our in this Personal and Continuing Guaranty. we mean CIT Communications Finance Corporation. wIth an address at 650 crT Dnve, livingston. New Jersey 07039, which is the lessor in lhc !ease agreement identified by the Lease ;-.lumber and Schedule Number specified above (" Lease"). In consideration of our entering into the Lease, you unconditionally and irrevocably guarantee to us, our successors and assigns (he prompt payment and per10nnance of all obligations (" Guaranteed Obligations") under thc Lease and any and all other existing or future lease agreements between us and the Lessee identilied in the Lease above. You agree that this is a guaranty of payment ar:.d not of collection, and that we can proceed directly against you without first proceeding against the Lessee or against the equipment covered by the Lease or any alher collateral. You waive all defenses and notices. including Ihose of presentment, and demand and those based on suretyship. You agree that this Personal and Continuing Guaranty is absolute and unconditional and that we can renew, cx.tend or otherv.'ise modify the tenns of the Lease a:u:f 3!! existing or fwurc leJ~e agreements without notifying you or obtaimng your consent and you will b~ bound by such changes. If we f~l.1J or delay to pertect Or continue the perfection of any security interest in the equipment or in any other collateral, you will not be rc:1ea1'ed or discharged of or ITom any of the Guaranteed Obligations. If the Lessee defaults under any existing or future lease agreements with us, you will immediately perform all of the Guaranteed Obligations, in.cluding, but not limited to, paying all amounts due under the Lease. You will pay to us all expenses (including attorneys' fees) ;tlcurred by us in enforcing our rights against you or the Lessee. This is a continuing guaranty that will not be revoked or terminated by you so long as any amount is owed to us under any existing or future lease agreem~ts, will not be discharged or affected by your death and will not bind your heirs and personal representatives. You waive any righllo seek repayment from the Lessee in the event you must pay us. If more than one personal guarantor has signed this Personal and Continuing Guaranty, each of you agree that your liability is joint and several. You authorize us Of any of our affiliates to obtain credit bureau reports regarding your personal credit and make other credit inquiries that we determine are necessary on an ongoing basis so long as the Guaranteed Obljgalions arc outstanding. THIS PERSONAL AND COI'iTlNUING GUARAl'iTY IS GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY. YOU CONSEN'f TO THE JURISDICTION OF ANY COl'RT LOCATED WITHIN THAT STATE. BOTH YOU AND WE EXPRESSLY WAIVE AI'>,' RIGHT TO A TRIAL BY JURY. ~ Ted Baldwin TwelPrint Name Date )( &/?C"C' AI 12 ,JC,t;' aD ;tf ,i('/#/f.<.r&/,'c: C/ 1-11 /78 :"0) I;'{.; 7 Home Street AddresslCitylStatelZlp f ../ ');1.6' 3 -1 '1 t]. () -; / 7 (, '/ /6 3 .{ z.. II; >v I ,{. f g 0/':; 1- IV Social Security Number Phone No 6l::<::;_Dr. 1ftlM I....rl EXHIBIT D l;;e 1 of 1) ~ , AVAYA FINANCIAL SERVICES 650 CIT Drive livingston. NJ 07039 Phone: 1.800-527-9876 November 30, 200 I I.TECH SERVICES, INC 10 North Jefferson Street Frederick, MD 217010000 Attn: Mike Zimmerman Re: Additional Lease of Equipment, Lease No. X120280, Schedule No. 00020 Thank you for choosing Avaya Financial Services, a unit of cn Communications Finance Corporation, for your leasing needs. This writing will serve as an "Additional Lease," as that term is defined in the lease agreement identified by the Lease Number specified above and Schedule Number 00010 (collectively, "Lease") between you, as lessee, and CIT Communications Finance Corporation, as lessor. Capitalized terms used in this writing that are not defined herein shall have the meanings ascribed to them in the Lease. The items of equipment you have asked CrT Communications Finance Corporation to lease to you pursuant to this Additional Lease were selected by you from Avaya, Inc, or a subsidiary thereof, and can be described generally as: PARTNER ACS (collectively, "Additional Equipment"), Your monthly Rental Payment/Lease Payment is 1 @$0.00; 2 .53@$141.25, plus all applicable l3xes. All Rental Payments! Lease Payments are payable each month during the term of this Additional Lease on the same day of the month that your payments are/were due under the Lease, unless we notify you otherwise in writing. The term of this Additional Lease shall be 53 months. The applicable end of lease options are the Fair Market Value Purchase Option, and the renewal option, if any, related thereto. which options are more fully described in the Lease. At all times you will keep and use the Additional Equipment only at the following Equipment Location(s): I. 530\ Buckeystown Pike Ste 2, Frederick, MD 21704 Pursuant to the Lease, if we do not receive your written objection to this Additional Lease within 10 days after the date of this Additional Lease, you will be deemed to have Irrevocahly accepted the Additional Equipment and agreed that, except as otherwise specified above, tbis Additional Lease sball be governed by all of the terms and conditions of the Lease. Sincerely, Mike Magee Account Manager 1WAMEl.'0i00 Page 1 aft 7:J ~ - ~ ~ --0 D -Yl ?l-, ~ \l ~ w U( ~ C>) ~:'U F ~ '----f... o c <--, c.:~ = .:....1 4'~ ~ , N -0 :::..i.:. ~8 ::?--n l-nE -ern l~,~: . ''', ___:.:v'l ~':~ (V) ;<jnl .~;:! :~ c.:> C_"" vJ SHERIFF'S RETURN - REGULAR CASE NO: 2005-05692 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND CIT COMMUNICATIONS FINANCE VS BALDWIN TED WILLIAM CLINE Sheriff or Deputy Sheriff of Cumberland County, Pennsylvania, who being duly sworn according to law, says, the within COMPLAINT & NOTICE was served upon BALDWIN TED the DEFENDANT , at 1819:00 HOURS, on the 15th day of November, 2005 at 37 GREEN RIDGE ROAD MECHANICSBURG, PA 17055 by handinq to TED BALDWIN a true and attested copy of COMPLAINT & NOTICE together with and at the same time directing His attention to the contents thereof. Sheriff's Costs: Docketing Service Postage Surcharge 18.00 8.64 .37 10.00 .00 37.01 So Answers: rV;;;?;f::':""~<~ /~ R. Thomas Kline Sworn and Subscribed to before 11/16/2005 CHRISTOPHER LUCAS By: ~. VL . Deputy Sheriff me this .(.2~ day of II~ ~OO:>~ P..~ A.D. IN THE CUMBERLAND COUNTY COURT OF COMMON PLEAS, PENNSYLVANIA CIT COMMUNICATIONS FINANCE CORPORATION 1 CIT Drive Livingston, NJ 07039 Plaintiff vs. No. 05-5692 CIVIL TERM TED BALDWIN 37 Green Ridge Road Mechanicsburg, P A 17055 Defendant SUMMARY JUDGMENT MOTION Now comes, CIT Communications Finance Corporation ("CIT") by and through counsel, Christopher S. Lucas, and respectfully requests the entry of summary judgment against the defendant based on the following facts: 1. On or about May 24,2001, Defendant Baldwin executed a LEASE AGREEMENT (Lease) by and between Plaintiff, CIT Corporation, and an entity known as I-Tech Services, Inc. ("I-Tech"). Lease attached as Exhibit 1. 2. At that time, Defendant Baldwin was CEO ofI-Tech and also had a seat on the Board. 11/22/05 N.T. at 29:8-13 attached as Exhibit 2. 3. In consideration of the Lease, Defendant Baldwin signed a PERSONAL AND CONTINUING GUARANTY (Personal Guaranty), which by its terms included a personal guaranty payment on the Lease, and any additional leases issued as equipment schedules under the lease. Personal Guaranty attached as Exhibit 3. NT 11/22/05 at 39: 17-18 attached as Exhibit 4. 4. On or about November 30, 2001, I-Tech entered into an "Additional Lease" with CIT. Additional Lease attached as Exhibit 5. 5. Subsequently, I-Tech defaulted on the Lease and the Additional Lease issued to I-Tech. This fact is not disputed. 6. On or about October 6, 2005, CIT demanded payment from Defendant Baldwin as guarantor. Demand attached as Exhibit 6. 7. To date Baldwin has not paid the CIT demand on the Lease or Additional Lease. This fact is not disputed. 8. As of November 2,2005 the outstanding balance on the Lease and Additional Lease was $46,465.55 plus interest from September 16, 2005, plus 5% interest from the date of default plus reasonable attorneys' costs and fees in the amount of$3,618.80. Attached as Exhibit 7. See Complaint at paragraphs 25 and 26. 9. On or about November 2,2005, CIT filed a Civil Complaint against Defendant Baldwin as guarantor. EXHIBIT 1 le 1 of :ll " AVAYA , FINANClAL SoRv1cI!S LEASE AGREEMENT TO OUR VALUEO CUSTOMER: This Lease has been written in .Plaln English~. When we use the words YOu and your in this Lease, we mean you, our customer, which Is the L.e.'" indicated below. When woe u~ the worOs we, ua and our In this lease, we mean L.essor, elT CommunlC4t1ons Finance CorporaUon. Our address Is G!50 elT Drive, L1vlna,ton, New J.I'UY 0703Q, Phone 1-800-521-9876. CUSTOMER Lessee Name INFORMATION I-TECH SERVICES, INC Billing Street AddresslCity/StatelZip 10 North Jefferson Street, Frederick, MO 21701 Equipment Location Street AddresslCity/Slale/Zip 10 North Jefferson Stree~ Frederick, MD 21701 Tax /D # 522209835 Tax Exempt # Phone No. (301) 698 Phone No. ( ) . 0154 Lease # X120280 Schedule # 00010 EQUIPMENT DESCRIPTION Supplier Name ("Supplier") INTERSTATE COMMUNICATION SERVICES,INC. Street AddresslCity/StatelZip 15121 FIlling Wltlrs ROld, WlIlllmlport, MO 21795 Quantity Make/Model MERL.IN MAGIX Phone No. ( 301 ) 582. 2747 SUPPLIER INFORMATION Serial Number END OF (Check one applicable box. If no box Is checked, or jf moce than one box Is checked, ltle Fair Market Value Purchas L.EASE ~tion INiIl apply.) Plus Fair Market Value Purchase Option .Applicable PURCHASE 0 Fixed Price Purchase Option of $_ Taxes OPTION 0 Fixed Price Purchase Option of % of the Total Cash Price. TERM AND Lease Term (Months) L.6ese PaymenL Documentation Fee rvou agree to pay at the time you sign thi LEASE 60 $1,881..61 0.00 Lease: 1 Mos, ( $1,e82.61 ) T ata! Advanc Lease Payment. If more than one Leas Plus PAYMENT Additional Provisions Payment Is required In advance, the additlona Appilcable SCHEDUL.E ~mount will be applied at the end of the origina Taxes erm. INSURANCE Y01.l are required to proVide and maintain insurance related (0 the Equipment, and to pay any property, use and other taxes related to lhis Lease or the AND TAXES Equipment. (See Sections 4 and 6 on page 2 of this Lease.) If you are tax-exempt, you agree to furnish us with satisfactory evidence of your exemption, TERMS AND '.'LEASEj DelIVERY AND ACCEPTANCE. You agree 10 tease the equipment described above (collectively, -Equ!pmenn on the termund conditions CONDITIONS she'Nfl on both pages of this lease agreement ("lease"). If you have entered Into any purchase or supply contract ("Supply Contract") with any Supplier, you assign to us yoor rights under such Supply Contract, but none of your obligations (other than the obligation to pay for the Equlpmf3nl if it is accepted by you as slated below end you timely deliver to us such documents and assurances as we request). If you have not entered Into a Supply Contrae1, you authorize us to enter Into &I Supply Contract on your behalf. You will arrange for the dellvery of the Equipment 10 you. When you receive the Equipment, you agree to Inspect It to de1ermine If It Is In good working order. This Lease wlll begln on the date v.tlen the EquIpment Ie delivered to you and the Equipment will be deemed irrevocebly accepted by you upon: a) the delivery to us of e signoo Delivery end Acceptence Certificate (If reQuested by us): or b) 10 days after delivery of the Equipmentlo you if previously you have not given written notice to us of your non-acceptance. The first Lease Payment is due on or oofore the date the Equipment is delivered 10 you unless in the box entitled "Additional Provisions" ills specified that payments ere in arrears, in which case the firslLease Payment will be due on the date specified by us in the month follOwing the month the Equipment is delivered to you. The remeining Lease Payments will be due on the day of each subsequent month (or such other lime period s.pecifled above) designated by liS. You will make all payments required under this Leesa Lo us al such IIddrost elf. 'tW may specify in writing. You authorize us to adjllst the lease Payment If Ihe Tolal Cash Price (which Is all amounts we have paid in connection 'Nith the purchase. delivery and installation of the Equipment, Including any upgrade end buyout amounts) differs from the estimated Total Cash Price. However, If the Tolal Cash Price exceeds the amount approved by us, we will not be obligated to purchase or lease the Equipment If any lease Payment or other emount payable to us is not paid withln 10 days of ils due dale, you 'NiU pay us e lale charge equal to the greater of (i) 5% of eech late payment or (Ii) $5.00 for each late payment (or such lessar amount as Is the maximum amount allowable under eppllcable lew). 2. NO WARRANTIES. Wo are lea~ing the EquIpment to you "AS-IS". YOU ACKNOWLEDGE THAT WE DO NOT MANUFACTURE THE EQUIPMENT, WE DO NOT REPRESENT THE MANUFACTURER OR THE SUPPUER., AHO YOU HAVE SEl.ECTED THE EQUIPMENT AND THE SUPPUER BASED UPON YOUR OWN JUDGMENT. WE MAKE NO WARRANTIES, EXPRESS OR IMPUED,INCLUDING WARRANTIES OF MERCHANTASILTY OR FITNESS FORA PARTlCULAR PUR.POSE OR OTHERWISE. YOU AGREE THAT REGARDLESS OF CAUSE, WE ARE NOT RESPONSIBLE FOR AND YOU WILL NOT ASSERT ANY CLAIM AGAINST US FOR ANY DAMAGES, WHETHER CONSEQUENTIAL, DIRECT, SPECIAl. OR lNCIRECT. YOU AGREE THAT NEITHER THE SUPPLIER NOR ANY SALESPERSON, EMPLOYEE OR AGENT OF THE SUPPLIER IS OUR AGENT OR HAS ANY AUTHORJTY TO SPEAK FOR US OR TO SIND US IN ANY WAY, We transfer to you for the term of this Leese any WlilrranUes made by the manufacturer or the SupplJ<< under a Supply Contract. (NOTE: S.ctions 3 through 16 of the Lea.. Ire on I).g. 2.) . BY SIGNING THIS LEASE: (Il YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONomONS OF nilS LeASE. WHICH IS DOCUMENTED ON OUR. FORM AFS- LA 10100, (11) YOU AGRfE THAT IF A. COPY OF THIS LEASE IS SIGNED BY YOU AND THE FRONT OF THE COPY IS DELIVERED TO US BY FACSIMILE TRANSMISSION OR OTHERVvlSE, TO TPlE EXTENT ANY PRovts.lONS ARE MISSING ORILI.EGla~e OR CHANG!.D lAND NOT INm.u.eD BY BOTH YOU AND US). THE TERMS AND CONDITIONS OF OUR FORM AFS.L.A 101"00 IN USE ON THE DATE WE RECEIVE THE COPY SIGNED BY YOU WILL BE THE TERMS AND CONDITIONS OF THE LEASE, (Ill) YOU AGREE THAT THIS LEASE IS A NET LEASE THAT YOU CANNOT TERMINATE OR CANCEL, YOU !-tAVE AN UNCONOrT1ONA1. OBUOA110N TO MAKE All. PAYMENTS DUE UNDER THIS LEASE, AHD YOU CANNOT WITHHOLD, SETOFF Oft REDUCE SUCH PAYMENTS FOR ANY REASON. (I~' YOU AGREE THAT YOU WILL USE THE EQUIPMENT ONLY FOR BUSINESS PURPOSE.S, (v) YOU WARRANT TH....T THE PERSON SIGNING THIS LEASE FOR YOU HAS THE AUTHORllY TO 00 SO AND TO GRANT THE POWER Of AlteRN!Y SET FORTH IN SECTION 7 OF THIS LEASE, (vl) YOU CO RM THAT YOU DECIDED TO ENTER INTO THIS LUBE RATHER THAN PURCHME THE. EQLKPMEt.'T FOR THE LOWER TOTAL CASH PRlCE, AND (vII) YOU AGREE THAT THIS LEASE WIll. BE G RHED BY THE LAWS OF T SiATE OF NEW JERSEY. YOU COt.'sENT TO THE JURISDICTION OF my COURT lOCATED W11liIN THAT STATE. YOU AND WE EXPRESSLY WANE ANY RIGHT A TRIAL BY JURY. X Auth I.TECH SERVICE!;, INC xLe;~n~ Authorized Signature Lessor 7"-'0 '5. 15/J L.D t-u / A/ Print Name & Tille {? C' - 0 Date AFS-LA1C\lOO Page' of 3 ge 2 of 3) Lease A.greement 3. EQUiPMENT LOCATION; USE A.ND REPAIR; RETURN. You will keep and use the Equipment only atlhe Equipment Localion shown ,above on this Lease. You may not move the Equi'pmenl without our prior written consant. At your own cost and fjKpense, you Will keep Ihe Equipment eligIble for any manufacturer', certiflcatlOf'l, in compliance with all applicable laws and in good repair, condition and WOl'klng OC'der, except for ordinary weIr and tear. You will not make any alterations, IddltiO!1s or replacements to the Equipment witholJt QlJr prior written CQnSilnl. AI allerations. addltions and replacements wUl become part of the Equipment and oor property at 1\0 cos1 or aKpense to us. W. may In,peel the Equipmenl al any reasonabla tIme. Unless this lease is renewed or you purchese Ihe Equipment in llceordance with this lease, al the end of thisL.ase you will immediately deliver the Equipment to us In as good condition as when you received it, 9x~pt fO( ordinary ~ar and lear, to any place in the United States thilt we lell you, You will pay all eltpenSoes of deinstalling, crali~ and shipping, and you will insure the Equipment tor its full replacement value dunng shipping. 4. TAXES AND FEES. You will pay when d'Je, either directly or to us upon our demand, all (a:O:6s, lines and penallies relating to this lease or the Equipment thai are now or in the future as.ses$ed or levied by an)' slate, local or other government authority. We will file all personal property, use or other taK returnll (unless we notify )'01.1 olherwise in writing) end you egree 10 pay us a tl:e IN making such filings. Wa do nol have to contesl any lalt.es, fines or penlll1ies. You will pay estimated property taKes with each Lease Payment or annually, II Invoiced. 5. LOSS OR OAMAGE. As between you and us, you are responsible for any loss, theft or destrucliO!1 of, or damage la, the Equipment (collectively 'Loss.) from any cause at all, whether or not insured, until it is delivered \0 us at Ihe end of this leaso. You are required to mak.e all lease Paymenls even if there is a Loss. You must noti~( 1.15 in writing immediately of any loss. Then, at our option, you v.ill either (a) repair the Equipment so thallt is in good condition and working order, eligible for any manufacturer's certification, or (b) pay us the amounts specified in Section 9(b) below. 6. INSURANCE- You will provide and maintain al your expense (al property insurance against the loss, theft Of destruction of. or damage to, the Equipmenl jor its full replacement value, naming us as loss pa~, arid (b) public liability end U,ird party property insurance, naming us as an additional insured. You wHl give us certificates or, other evidence of ,uch insurance when requested. Such insurance will be in a form, amount and with companies acceptable to us, and will provide that we will be giver. 30 days advance notll:e of any carcellalion or matenal change of such insurance. It you do not give us evidence of insurence acceptable 10 us, we have the right, but not the obligation, to obtain iT'o$urance covenng our inleresl ii'lthe Equipment for the term 01 thiS lease, including any renewals or extensions. from an insurer of our choice, including an insurer that is our affiliale. We may add the costs of aCQuiring and maintaining svch insurance ,and our fees lor our SllNices in placing end maintaininl;l such insurance (collectlvely, "Insurance Charge") to Ihe amounts due from you uooer thl$ l"-". You will pay the Insurance Chargll In equal installments allocated to the remaining Lease Payments. If we purcha&8 insurance, you will cooperale with our insurance agent with respect 10 the placement of insurance and the processing of claims. Nothll'l9 in this Lease will create an in~rance relallonahip of any type between us and any other person. You ack.nowledge thai we are nol required to secure or maintain any irnlUrance, and ~ will not be liable to you if we terminate any inS\lrance coverage that we arrange. If we replaCfJ or renew any insurance coverage, we are not obligated to provide replacement or renewal coverage under the same te/llls. cosll. limits, or condllions as the previous coverage. 7. TITL.E; RECORDING. We are the owner of and will hold tllle to the Equipment. You will keep Ihe Equipment free of all liens and encumbrances. Unless the Purchase Option is $1.00, you egree thatlhis transaction is a Irue lease. However, if thi~ transaction is deemed to be a leastJ :nlended for secu~ily, you grant us a purCh8&e money security interest in !he Equipment (induding any replacements, subslllullons. Ildditions, attachmenls and proceeds). You will deliver to us signed financing statements or other documents we request to protect our interesl in the Equipment YOU AUTHORIZE US TO FILE A COPY OF THIS LEASE AS A FINANCING STATEMENT AND APPOINT US OR OUR DESIGNEE AS YOUR ATTORNEY.1N-FACT TO EXECUTE AND FILE, ON YOUR BEHALF, FINANCING STATEMENTS COVERING THE EQUIPMENT. 8. DEFAULT. Each of the following is a &Delault' under this lease: (al you fail to pay any lease Payment or any olher payment within 10 days of ils due dale, (b) you do nol perform Ilny of YOll' other obligations under this Lease or in any other agreement with. us or YJith any 01 our affiliates end this failure continues for 10 days afler Wtl have notified you of it. (c) you become Insotvent, you dissolve or are dissolved, or you assign your assets to( \he benefit of your creditors. or enter {voluntarily or Involuntarily) any bankruptcy or reorganization proceeding, or (d) lIny guarantor of this Lease dies, does not perform Its obligations under the guarenty, or becomes subject to one of the events listed in clause (cl above. 9. REMEDIES. If a Default occurs, we may do one or more 01 the foilow;ng: (a) W9 may cancel or terminate this Lease. or any or all other agreements l.'lat W8 have entered In\o with you or wilhdnIW any offer of (tadil: (hI wtl may require you to immediately pay us, as compensation for loss of our bargein and nol as a penalty, II sum equal 10 (i) the present value of ell unpaid lease Payments for the remainder ot the term plus the presenl value of our anticipated residual iflte(est in Ihe Equipment, each discounted at 5% per year, compounded monthly, plus (Ii) all other amounts due or that become due under this Lease: (e) we may require you to deliver the Equipment to us as set looh In Section 3: (d) Wf!J or our agent may peacefully repossess the Equipment without court order and you >Mil not make any claims against us for damagu or lrespass or any other reason: and (a) we msy eKercise any other right or remedy evailable at law or in equity. You agrn to pay all of out co.ta of .nforclng OLlr rights ~a[n'l you, Including r.asonable attorney.' rlu.lf we take possession of the Equipment, we may sell or otherwise dispose of it with or withoul not:ce, at a public or private sale, arId epply the nat proceed, (after we have deducted all costs related to Ihe sale or dispositlon of the Equipment) to lhe amounts that you owe us. You agree that If notice of sale is required by lawto be given, 10 deya' noUce will constitute reasonable notice. You will rt!main responsible for any amounts thatara due afler we have applied such net proceeds. 10. FINANCE LEASE STATUS. You agree that il Arlicle 2A-leases of the Unl!orm Commercial Code applies to this Lease. this Lease will be considered a '1inence leasa' as that term Is defined in Article 21\. By &igning this. Lease, you agree lhat either (a) you have reviewed. approved, and received, e copy of the Supply Contract or (b) that we hil'le informed you of the Identily of tha Supplier. thai you may have rights under the Supply Contract, and that you may contact the Suppl1ar ror II descriplion of those righls. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WANE ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A lESSEE BY ARTICLE 2A. 11. ASSIGNMENT. YOU MAY NOT ASSIGN, SELL, TRANSFER OR SUBLEASe THE EQUIPMENT OR YOUR INTEREST IN THIS l.EASE. We may, without nolifying you, sell, assign, or transfer this Leese or our nghts in the Equipment. You llgree thatlhe new QYmer will have the same rig hIs and benefits that we have now under this Lease but nol our obligetions. The righl!l 01 the new owner will nol be SUbjact to any claim, defanse or sat off thai you may have against us 12. PURCHASE OPTION; AUTOMATIC RENEWAL. If no Default axlsts under this Lease, you will have the option at the end of the Original or any renewal lenn to purchase ell (but not less than all) of the Equipment at the Purchase Option price shown on Page 1 ollhis lease, plus any appliceble tues. Unless the purchase OptiOf'\ price is $1.00, you must give us alleast 30 days written notice before the arid of the original term that you will purchase the Equipment or that you will deliver the Equipment to us. If you do nol give us such written notica or if you do not purchase or deliver the Equlpmenl in accordance wilh the telTl'ls end conditions 01 this Lease, this Lease will automalicaiiy renew for succes:va three month periods and thereafler renew fer successive or.e month terms until you deliver the Equipment to Ull. During such renewal(s) the Lease Payment will remain the same. We may cancel an automatic renewal tarm by sending you wrillen notice 10 days prior to such ren&willterm. II Ihe Fair Markll! Value Purchase Option has been salecled, 'Mil will use our reasonable judgment 10 determl.,e the Equipment's fair market value. If you do not agrea with our delerminabon of the Equipment's fair market value, the fair market vlllue (on a retail basIs) will be detarmined at your eXP4Mse by an independent appraiser selected by us_ Uporl payment 01 the Purcl1ase Option price, we shan transfer our intersst in the Equipmenllo you ~AS IS, WHERE IS" wilhout. any representl!ltion or warranty whalsoaver and lhis LeSS8wfl terminate. 13. INDEMNIFICATION, You are responsible for any lossas, dameQes, penalt:es, claims, suits end aclions (collectively .Claims"). whether based on a lheory of striclliability or otherwise caused by ()(' related to (al the manufacture, Installation. owner~hip, use, leas8. possession. or delivery of the Equipmenl or (b) any defects in the Equipment. You agree to reimbursa us for alld. if we request, to defend us agelnst any Claims. _ 14. CREDIT INFORMATION. YOU AUTHORIZE US OR ANY OF OUR AFFILIATES TO OBTAIN CREDIT BUREAU REPORTS, AND MAKE OTHER CREDIT INCUIRIES THAT WE DETERMINE ARE NECESSARY. ON YOUR WRITTEN REQUEST, WE WILL INFORM YOU WHETHER WE HAVE REQUESTED A CONSUMER CREDIT REPORT AND THE NAME AND ADDRESS OF ANY CONSUMER CREDIT REPORTING AGENCY THAT FURNISHED A REPORT. YOU ACKNOWLEDGE THAT WITHOUT FURTHER NOnCE WE MAY USE OR REQUEST ADDITIONAL CREDiT BUREAU REPORTS TO UPDATE OUR INFORMATION SO LONG AS YOUR OBLIGATIONS TO US ARE OUTSTANDING, 15.. LEASING AODITIONAL eQUIPMENT You may request UI to iease addiHonal equipment to you by sending U$ a purchase order or by contacting us or Ihe Supplier by telephone or in wrltHlq: If the total cost of such additional equi;>ment ('Additional EQuipment") is $20,000 or less and if we agree to lease such Additional EquIpment to you, we will signify our agreement by preparing and landing to you II writing ("Additional Lease') describing the Additional Equipmenland specifying the anount and frequency of the Lease Payments, tha Leue Term, the Purchase Option and such other terms and conditiol'\S that apply to such lease. YOU AGREE THAT IF WE DO NOT RECEIVE A. WRmEN OBJECTION TO THE ADDITIONAL LEASE FROM. YOU ''''''''lol'.' .11 ,., .vo . ""'co Tue .......'" ,",C 'O"u.. . ......,...,....,., , ,..".... v....".."', .... ........,.... ....... ".",.. ...................., .. . ........-~-... -.... . .......~._.,., ...-. ............- ...- . ---,..- -".- g81 of 2) ~ AVAYA DEUVERY AND ACCEPTANCE CERnFICATE . F'JoIARClAl.. SERYlOS$ CUSTOMER INFORMATION Lessee Name I-TEOI SERVICES, INe Billing Street Address/City/CountyfState/Zip 10 North left'elSOn Sb-4, Frwlerk:Ir, Frwlerlck, MD 21701 Equipment Location Street AddressjCity/County/State/Zip 10 North Jt!(trlon Strt.~ Fr.~.,i.1<, Ml> %1701 Lease # X120280 I Scheduie # 00010 6y signing below, you, the Lessee, agree: A) That all equipment described in the lease identified above ("Equipment") has been delivered, inspected, installed and is unconditionally and irrevocably accepted by you as satisfactory for all purposes of the lease; and 6) That we, the Lessor, CIT Communications Finance Corporation, are authorized to purchase the Equipment and start billing you under the lease. Our address is 650 CIT Drive, Livingston, New Jersey 07039. LESS!;!:; I-uett S~~~IjC ~ By: ~_ ~ (Autl1orlzed Sl9naturo) - --- ~> / lEV ~ ,'..;>flDIVI/ (Tvpe/Prln, Nama) t!.-6'-c) (11tlo) ~ h .5:,/(, e / (Date) / AFS.QAC \0100 Pegt1 of 2 SO'd ~St:tt to-EZ-A2W EXHIBIT 2 29 1 Q Is that right? 2 A The only exception to that is that prior to 3 that conversion Mike Fopma had sold 2 percent of his 4 shares to Steve McGowan and 2 percent of his shares to 5 Steven Eshbaugh for $50,000 for each two percent. So 6 he got a hundred thousand dollars for 4 percent of his 7 shares. 8 Q Very well. And after this conversion took 9 place, what was your position in the new r/Tech 10 corporation? 11 12 13 14 15 Board? 16 A Q A Q CEO. Okay. And did you have a seat on the Board? Yes, I did. r was secretary of the Board. Okay. And how many seats were there on the A I believe there were seven. 17 Q And do you have a copy of the bylaws for the 18 new I/Tech corporation? 19 A No, r do not. 20 Q Okay. Have you ever seen a copy of them? 21 A Yes, I actually kept them in a safe. I had 22 the safe in my office. 23 Q Okay. Did the new I/Tech corporation have 24 authority to do business in Pennsylvania? 25 A Yes. le 1 of 1) AVAYA FIN4NClAL Smf.V!CES PERSONAL AND CONTINUING GUARANTY Lessee: I-TECH SERVICES, INC Billing Street AddresslCltylCountylStatelZip 10 North Jefferson Street Frederic Frederick MD 21701 L""-'e #: Schedule #: X120280 00010 CUSTOMER INFORMATION THIS PERSONAL AND CONTINUING GUARANTY CREATES SPECIFIC LEGAL OBLIGATIONS. When we tlse the words )'QU and your 1n this Personal and Continuing Guaranty, we rnean the Personal Guaranlor(s) indicated below. When we use the wards we, us and our in this Personal and Continuing Guaranty, we mean eIT Communicafions Finance Corporation. with an address at 650 cn Drive, Livingston, New Jerscy 07039, which is the lessor in (he lease agreement identified by the Lease ;-.lumber and Schedule Number specified above (U Lease"), tn consideration of our entering into the Lease. you unconditionally and irrevocably guarantee to us, our sutcessots and assigns the prompt payment and performance of all obligations (U Guaranteed Obligations") under the Lease and any and aU other existing or future lease agreemehts between us and the Lessee identilied in the Lease above. 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 the Lessee or 38ainst the equipment covered by the Lease or any other collateral. You waive all defenses and notices. including Ihose of presentmenl, and demand and those based on suretyship. You agree that this Personal and Continuing Guaranty is absolUlC and unconditional and thaI we can renew, extend or otherwise modify the terms of the Lease and al! existing or future lease agreements without ll(Jtifying you or obtaining your consent ~nd you will be bound by such cha.nges. If we fail or delay to perfect or continue the perfection of any security interest in the equipment or in any other collateral, you will not be released or discharged of or from any of the Guaranteed Obligations. If the Lessee defauHs under any existing or future lease agreements with us, you will immediately perform all of the Guaranteed Obligations, induding. but not hroiled to, paying all amounts due under the Lease. You will pay to us all expenses (including attorneys' fees) incurred by us in enforcing our rights against you or the Lessee. This is a continuing guaranty that will not be revoked or tenninated by you so long a,<; any amount is owed to us under any existing or future lease agreements, will not be discharged or affected by your death and will not bind YOW' heirs and personal representatives. You waive any right to seek repayment from the Lessee in the evenl you must pay us, If more than one personal guarantor has signed this Personal and Continuing Guaranty, each of you agree thai your liabjlity is joint and several. You authorize us or any of our affiliates to obtain credit bureau reports regarding your personal eredit and make other credit inquiries that we detennine are necessary on an ongoing bas.is so long as the Guaranteed Obligations are outstanding. THIS PERSONAL AND CONTINUING GUARANTY IS GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY. YOU CONSENT TO THE JURISDICTION OF ANY COURT LOCATED WITHIN THAT STATE. BOTH YOU AND WE EXPRESSLY WAIVE AJliY RIGHT TO A TRIAL BY JURY. ~ Ted Baldwin Type/Print Name Date J?&/?c"CA; !2/)Cf /).0 ;tI,if'/#/l'r&/12'-Ci /11 / 7e!;()Jf,'{.J7 Home Streel AddresslCityfStalel2lp I ;:: -J;Ib' ') 1 'I J' J. (, 7/ ? 10 t / (;' 3 .f z.. II; >0 I ? f g 0/':; 1- IV Social Security Number Phone No \"r! EXIlIBIT 4 39 1 A No. I had like 15 minutes to make this 2 decision because they were waiting on a conference call 3 to consummate the deal; and Andy said don't worry, Ted, 4 we'll take care of you, we'll get this written down, 5 everything will be -- it's all part of the agreement 6 we're putting together with them. 7 Q Very well. I'm showing you now a time 8 stamped copy of the Complaint in this matter. Have you 9 had a chance to review this document? 10 11 Yes, I have. A Q Okay. I'd like to take a few minutes and go 12 through it and ask a few questions regarding this 13 document. But first, just in general in reviewing this 14 document, are there any material allegations in this 15 document that you dispute? 16 A I dispute only the amounts. I do not dispute 17 that I did sign that lease, and I do not dispute that I 18 signed the personal guaranty. I just simply dispute 19 the amounts. 20 Q Very well. And have you had a chance to 21 examine the exhibits that are attached to the 22 Complaint? 23 24 25 A Q A Yes, I have. Okay. And do they appear to be authenticate? Yes. EXHIBIT 5 je 1 of 1} AVAYA FINANCIAL SERVICES 650 CIT Drive Livingston. NJ 07039 Phone: 1.80Q.527 -9678 November 30. 2001 I-TECH SERVICES, INC 10 North Jefferson Street Frederick, MD 2170 I 0000 Alln: Mike Zimmerman Re: Additional Lease of Equipment, Lease No. X120280, Schedule No. 00020 Thank you for choosing A vaya Financial Services, a unit of CIT Communications Finance Corporation, for your leasing needs. This writing will serve as an "Additional Lease," as that term is defined in the lease agreement identified by the Lease Number specified above and Schedule Number 00010 (collectively, "Lease") between you, as lessee, and CIT Communications Finance Corporation, as lessor. Capitalized tenns used in this writing that are not defined herein shall have the meanings ascribed to them in the Lease. The items of equipment you hav~ asked CIT Communications Finance Corporation to lease to you pursuant to this Additional Lease were selected by you from Avaya. Inc. or a subsidiary thereof. and can be described generally as: PARTNER ACS (collectively, "Additional Equipment"). Your monthly Rental paymentlLease Payment is 1 @$O.OO; 2 - 53 @$147.25 , plus all applicable taxes. All Rental Paymentsl Lease Payments are payable each month during the term of this Additional Lease on the same day of the month that your payments are/were due under the Lease. unless we notify you otherwise in writing. The tenn of this Additional Lease shall be 53 months. The applicable end of lease options are the Fair Market Value Purchase Option. and the renewal option, if any. related thereto, which options are more fully described in the Lease. At all times you will keep and use the Additional Equipment only at the following Equipment Locallon(s): I. 530 I Buckeystown Pike Ste 2, Frederick, MD 21704 Pursuant to the Lease, if we do not receive your written objection to tbis Additional Lease within 10 days after the date of this Additional Lease, you wlIl be deemed to have irrevocably accepted tbe Additional Equipment and agreed that, except as otherwise specified ahove, this Additional Lease shlll1 be governed by all of the terms and conditions of the Lease. Sincerely, Mike Magee Account Manager W>iAMEL.l0/00 Page 1 of ~ EXHIBIT 6 Law Offices Of CHRISTOPHER S. LUCAS LLC facsimile 717.691.3130 direct dial 717.691.0203 cs/ucas{wlucashealthlaw. com HEALTH CARE LAw AND OOVERNMENT RELATIONS www.lucash.ealthlaw.com Christopher S. Lucas> Admitted in Pennsylvania and the District of CoiumiJllli~" ':'I"~"!1/!Y~, 220 Cumberland Parkway Suite 4f!;'!(1I'.i" '."', Mechanicsburg, PA 17055 !'~,!.""'" "'",.". t..'.\ . "'.J'"'~'.''7'~''~''''' ~ -?<'" ,', '.~' "'~'!,,",' . " ; , ~--"'.'.' , ' "iii,' '111ft ""!"~' !II", ,', III...,.."" ',"mrl2~~~,t:c:"""'_'\"'';;;'''' Scott A Lucas of Counsel Admitted In New York e October 6, 2005 BY USPS 3817 AND CERTIFIED MAIL NO. 7004 1160000423740128 Mr. Ted Baldwin 37 Green Ridge Road Mechanicsburg, P A 17055 Re: Lease Agreement No. X120280; Schedules 00010 and 00020 and Personal Guaranty Dear Mr. Baldwin: Please be informed that this firm serves as local counsel to Helfand and Helfand, counsel to CIT Communications Finance Corp. fflda Avaya Financial Services ("CIT"). As you are aware, Computer Education Services Corp. successor-in-Interest to 1- Tech Services, Inc. ("I-Tech") executed a Lease Agreement No. XI20280, Schedules 000 I 0 and 00020 for the lease of a Merlin Magix system and Partner ACS. As you are also aware, you executed a Personal and Continuing Guaranty of!- Tech's obligations to CIT under the subject Lease. I-Tech has defaulted on its payment obligations under the subject Lease. There is now presently due to CIT as a result of the default on the subject Lease Agreement the amount of $46,465.55. Accordingly, demand is hereby made that you remit the amount due of$46,465.55 to this firm within five (5) days from the date hereof. Payment should be made payable to "CIT Communication Finance Corporation". In the event that we fail to receive payment as set forth above or otherwise adjust this matter with you within the five day period, CIT has instructed us to pursue all rights and remedies available to it including, but not limited to, the commencement of litigation against you. We look forward to your prompt response. ~cas Copy: Thomas Papp Mark Magnozzi, Esq. EXHIBIT 7 AFFIDAVIT County of Cumberland I, Christopher S. Lucas, do affirm that the amounts of time, billing rates and costs described below, were expended by my firm in the CIT vs. Baldwin matter: Time 13.9 hours 14.7 hours Rate $ 150.00/hour $80.00/hour Subtotal $2,085.00 $1,176.00 Costs Filing Fee for Complaint Service of Complaint by Sheriff Deposition and Transcript No. Subtotal $55.00 $100.00 $202.80 Grand total $3,618.80 I, Christopher S. Lucas, make the foregoing affirmation subject to the ponalty fo' un'worn ful,;fi",t;oru; 'C:: " C~ Date: 3 llS /66 -r: n L "'''''") o ::.-_::! IC}'" -x ?:; o ., .--l ::r:.,., rni~ -nPl '.;.J"T - -~\ <;~: "j ""'I, ;::)~:S <.;rn ~:~-~; '1>- ':~ C.\ -.':::! ::'Ir <:-.1 (,) __l IN THE CUMBERLAND COUNTY COURT OF COMMON PLEAS, PENNSYLVANIA CIT COMMUNICATIONS FINANCE CORPORATION 1 CIT Drive Livingston, NJ 07039 Plaintiff vs. : No. 05-5692 CIVIL TERM TED BALDWIN 37 Green Ridge Road Mechanicsburg, PA 17055 Defendant CERTIFICATE OF SERVICE I, Christopher S. Lucas, hereby certify that I have served a copy of the forgoing document upon Defendant by U.S.P.S. First Class Mail: Ted Baldwin 37 Green Ridge Road Mechanicsburg, PA 17055 Date: "1/& lOb , ~--~ -) ) ---::---"'-- ----------- ~ -- Christopher S. Lucas, Esq. Attorney No. 77903 220 Cumberland Parkway, Suite 4 Mechanicsburg, PA 17055 717.691.0203 voice 717.691.3130 facsimile cslucas@lucashealthlaw.com Attorney for Plaintiff c> ~ -- .' c:) o IN THE CUMBERLAND COUNTY COURT OF COMMON PLEAS, PENNSYLVANIA CIT COMMUNICATIONS FINANCE CORPORATION 1 CIT Drive Livingston, NJ 07039 Plaintiff vs. : No. 05-5692 CIVIL TERM TED BALDWIN 37 Green Ridge Road Mechanicsburg, PA 17055 Defendant PRAECIPE TO SETTLE DISCONTINUE AND END TO: THE PROTHONOTARY Kindly mark the above-captioned matter as settled, discontinued and ended. -----..----- '\ ) ---- By: Christopher S. Lucas, Esquire Attorney No. 77903 220 Cumberland Parkway, Suite 4 Mechanicsburg, PA 17055 717.691.0203 voice 717.691.3130 facsimile cslucas@lucashealthlaw.com Attorney for Plaintiff {~~! .;-\ .--j .,'- -,'~ - c:~' o