Husa Liquidating 10-K 2002 FY Annual report

Exhibit 10.18

“English Translation”

EQUIPMENT RENTAL AGREEMENT

BETWEEN:	LES SERVICES DE LOCATION HEARING CARE OF AMERICA (SLHCA) INC.,a duly incorporated corporation established for a private interest, having its head office at 2770 Chemin du Lac, Longueuil, Quebec, J4N 1B8, herein represented by Mr. Steve Forget, duly authorized as he so declares,
	(Hereinafter referred to as the “Lessor”);
AND:	COUSINEAU, DOUCET, PARENT, FORGET, AUDIOPROTHÉSISTES,s.e.n.c., a general partnership, having its head office at 44 Côte du Palais, Quebec City, Province of Quebec, G1R 4H8, herein represented by Mr. Martin Cousineau, duly authorized as he so declares,
	(Hereinafter referred to as the “Lessee”);

THE PARTIES AGREE AS FOLLOWS:

1.	TheLessorleases to theLessee, and theLesseeagrees to lease from theLessor, all the equipment and property in replacement therefor needed for the practice of the profession of hearing aid acoustician and meeting the standards required by applicable laws (hereinafter referred to as the “Equipment”), for the duration and at the rates referred to in Schedule “B” hereto.
2.	All applicable taxes including, but not limited to, the goods and services tax and the Quebec sales tax shall be added to the sums due by theLesseeto theLessorhereunder.
3.	Any amount due hereunder not paid by theLesseeto theLessoron the due date shall bear interest at the prime rate of theLessor’s banker plus five percent (5%) per annum.
4.	The Lessor shall cause theEquipmentto be used only by competent and duly qualified employees in a proper manner according to the manufacturer’s instructions. TheEquipmenthereby leased shall be used solely for professional purposes.
5.	TheLesseeacknowledges that theLessorhas made no representations or given any warranties, either express or implied, as to the condition of theEquipmentand theLesseeaccepts theEquipmentin its current condition.

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6.	TheLesseeshall ensure that theEquipmentis not encumbered by any charge of any kind whatsoever and shall pay any and all taxes, permits, assessments and/or fines that may be collected or levied on or in relation to theEquipmentor the use thereof.
7.	The terms and conditions appearing in Schedule “A” hereto shall form an integral part of this Agreement and have been initialled by the parties.
8.	This Agreement may be renewed by agreement between the parties.

IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED AT Montreal, ON DECEMBER 1, 2000

THE LESSOR:

LES SERVICES DE LOCATION HEARING CARE OF AMERICA INC.

By:
	Steve Forget

THE LESSEE:

COUSINEAU, DOUCET, PARENT, FORGET, AUDIOPROTHÉSISTES, s.e.n.c.

By:
	Martin Cousineau

SCHEDULE “A”

1.	The word “Equipment” as used herein includes all accessories and spare parts and any change, addition, improvement and/or partial or complete replacement thereof or thereto, the whole subject to the terms and conditions set forth herein.
2.	TheLessorshall, at its own expense, take out general liability insurance and maintain such insurance in effect for the duration of this contract.
3.	TheEquipmentshall be and remain movable property at all times for the duration of this lease.
4.	TheLesseeagrees to indemnify and hold harmless theLessorfrom and in respect of any and all claims, actions, suits, proceedings, costs, expenses, losses and liabilities, including the fees of its legal counsel, resulting from or relating to theEquipment, but not limited thereto.
5.	TheLessorshall, at its own expense, maintain theEquipmentin good working order and repair at all times and shall supply each and every part, piece and device needed to maintain theEquipmentin good working order and repair.
6.	TheLesseeshall not make any change, addition or improvement to the said Equipment without theLessor’s prior written consent. Any such change, addition or improvement so made shall be and remain theLessor’s property.
7.	TheLessorand its specifically designated employees or agents shall have reasonable access to the said Equipment at all times for the purpose of inspecting, maintaining or repairing same.
8.	TheLesseemay not transfer, surrender or sublease theEquipment, nor may this lease be assigned by theLesseewithout theLessor’s written permission, which permission may be withheld by theLessorin its sole discretion for any reason. If permission is granted by theLessor, such permission shall not relieve theLesseeof any of its obligations hereunder.
9.	Each of the following events shall constitute an event of default:

a)	if theLesseemakes an assignment for the benefit of its creditors;
b)	if a receiver, trustee or other similar official is appointed to administer the property of theLessee;
c)	if a petition in bankruptcy or a petition for reorganization is made by or against theLessee;
d)	if theLesseecommits any other act of bankruptcy or if a winding-up order is issued by a competent court;
e)	if a serious threat exists that all or any part of theEquipmentcould be confiscated, sequestered or seized by judicial authority;
f)	if theEquipmentor a part thereof is in danger of being lost, damaged or destroyed by any cause or for any reason;

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g)	if theLesseebecomes insolvent;
h)	if theLesseefails to abide by or perform any term, undertaking or condition of this lease or any other lease or agreement that is or may be entered into by and between theLessor and theLessee;
i)	if theLesseefails to make its rental payments on time or to pay theLessor, on request, any other sum owed as specified herein.

10.	Upon the occurrence of any event of default, theLessormay terminate this lease with or without notice to theLessee, whereupon theLessee shall be required to return theEquipmentto theLessorand surrender possession of the premises and shall also be liable to theLessorfor full payment of the rental, which shall become immediately due and payable. In addition, theLesseeshall be liable for any loss that theLessormay sustain owing to theLessee’s breach of contract.
11.	All rights and/or remedies conferred on theLessorhereunder may be exercised in theLessor’ssole discretion and are cumulative, not alternative, and may be exercised by theLessorseparately or together, in any order, sequence or combination.
12.	TheLessorshall have no obligation to allow theLesseeto cure a default. Should theLessor, in its sole discretion, allow theLesseeto cure a default, such action by the Lessor shall not be deemed to constitute express or tacit acceptance of any events of default that occur thereafter.
13.	TheLesseeacknowledges that theLessormay from time to time change the rates applicable in accordance with the provisions of this Agreement and the schedules hereto, so as to take into consideration any change that theLessoris called upon to make for any reason, such as, but not limited to, any change of premises and/or any renewal or replacement of the saidEquipment. The rates charged hereunder shall be those set forth in Schedule “C” hereto.
14.	Upon the expiry of the term contemplated in Schedule “A” hereto or the expiry of any renewal period, theLesseeshall, at its own expense, return theEquipment, which it shall have first packaged for shipping according to theLessor’s instructions, to theLessorat the location designated by theLessoror a carrier operating in the municipalities where theEquipmentis located. If theLesseefails to proceed in this manner within ten (10) days following the expiry of the term of this Agreement, theLessorshall be entitled to repossess theEquipmentin the premises where same is located, at theLessee’s expense, with or without judicial process, theLesseewaiving in advance any claim for damages which it might otherwise assert by reason of the action of theLessoror its authorized agents. The decision of theLessornot to request or demand the immediate return of theEquipmentupon the expiry of this Agreement shall not be deemed to constitute a renewal of this Agreement, in whole or in part, by theLessorin favour of theLessee. Notwithstanding the foregoing, if theLessee, for any reason, should remain in possession of theEquipmentafter the expiry of the term, theLesseeshall pay the additional rental for the period for which its possession of theEquipment is extended, at the same rate as the rental stipulated herein.
15.	All notices hereunder must be given in writing.
16.	Any notice shall be validly given if delivered in person, sent by registered mail or faxed to the intended recipient at the address first stated above.

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17.	Any notice given in the manner aforesaid shall be deemed to have been received at the time of delivery if delivered in person, on the third business day following the mailing date if mailed, or on the business day following the transmission date if faxed.
18.	Each party may notify the other, in the manner aforesaid, of any change of address for purposes of the giving of notices.
19.	The parties acknowledge that title to and ownership of theEquipment vests and shall at all times vest in theLessor. TheLesseeshall have no ownership rights therein other than the right to use theEquipment.
20.	Subject to the provisions hereof, this Agreement shall be binding on the successors and assigns and on the administrators of theLessee.
21.	The parties hereto elect domicile in the judicial district of Quebec for all legal purposes and jurisdiction of the courts.

SCHEDULE “B”

The charges payable under this Agreement are set for each clinic where theLesseerenders professional services to the public. The charges payable for each clinic are determined from time to time and contain the details applicable to theEquipment.

The charges may vary from year to year so as to take into consideration the increase in theLessor’s fixed base costs which include, but are not limited to, the rent for the premises, the applicable taxes, the insurance cost, the cost related to the maintenance of theEquipment, and other similar expenses. The charges shall also be subject to the increases generated by the renewal or replacement of theEquipment. All the said fixed base costs shall be charged back to theLesseeover and above theLessor’s management fee.

The charges for the year starting on December 1, 2000 and ending on November 30, 2001 are more fully detailed in Schedule “C” hereto.

SCHEDULE “C”

Monthly Charges
List of Quebec Clinics	Suffix		Monthly Rental
Anjou		502	$	3,157
Longueuil		503	$	2,194
St-Georges de Beauce		504	$	4,823
Ste-Marie de Beauce		505	$	620
Beauort		506	$	517
Côte-Du-Palais		507	$	1,263
Fleury		508	$	980
Mailloux		509	$	2,765
Queen Mary		510	$	1,467
Rimouski		511	$	2,605
Gaspésie		512	$	201
Ste-Foy		513	$	1,711
Sherbrooke Street		515	$	751
D.V.A		516	$	0
Pointe-Claire		518	$	2,114
Valleyfield		519	$	63
Greenfield Park		520	$	1,526
St-Hyacinthe		521	$	3,634
Bélanger		522	$	1,008
Repentigny		523	$	0
Gatineau		524	$	5,490
Hull		525	$	142
Aylmer		527	$	307
			$	37,336