Exhibit 10.7
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555 West Arrow Highway 909-624-2020
Claremont, CA 91711 USA 909-338-2020
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BAUSCH
BAUSCH AND LOMB, INC. & LOMB
RENT TO OWN PROGRAM
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Customer: Lasik America, Inc. Account Number: 146820
Address: 6644 Indian School Road NE
City, State Zip: Albuquerque, NM 87110
Customer is a /s/Corporation (corporation, partnership, sole proprietor)
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This Agreement is entered into by BAUSCH AND LOMB, a New York corporation, with
offices at 555 West Arrow Highway, Claremont California, 91711 (hereafter
referred to as "B&L"), and the Customer listed above (hereafter referred to as
"Customer").
Description of Program
Under the program, Customer leases the Equipment for a term of six (6) months or
longer. At the end of the lease, Customer has the option to purchase the B&L
equipment set forth in III.2. A portion of the rental paid by Customer will then
be credited toward Customer's payment of the Purchase Price, subject to the
limits set forth in III.4.
SCHEDULE "A"
EQUIPMENT*
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QTY. PRODUCTS PRICES
1 Hansatome (R) Microkeratome Unit $40,000.00
VALUE OF EQUIPMENT INCLUDED HEREIN $40,000.00
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507-0028 Accuglide Blades $65.00 each
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*All references to Equipment in this Agreement refer to the Equipment as
described in Schedule "A" above.
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I. Duties of Customer
1. Subject to the terms and conditions of this Agreement, Customer agrees to
lease the Equipment from B&L for a period of six (6) months., commencing upon
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installation of the Equipment (the "Term").
2. Customer agrees to pay $1,800 per month to B&L as rental for the Equipment
(the "Rental"), payable at the above address, in arrears, on or before the
fifteenth (15th) day of the month following each month of the Term.
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3. Customer agrees to pay any applicable state and local taxes on the leasing or
purchase of the Equipment, and any shipping/return shipping charges. Tax exempt
accounts will not be charged taxes.
4. Customer agrees to return the Equipment, at Customer's expense, at the end of
the Term in good condition and repair, ordinary wear and tear excepted.
5. Customer authorizes and appoints B&L, and its agents, as Customer's attorney
in fact, to execute and file, without Customer's involvement, any necessary
UCC-1 Financing Statements and continuation statements, acknowledging that the
Equipment listed in Schedule "A" is subject to a lease agreement between B&L and
Customer, in order to protect the lessor interest of B&L in the Equipment.
6. Customer agrees that, for the period of this Agreement set forth above,
Customer shall purchase all of its requirements for single-use disposable blades
for use with the Hansatome (R) Microkeratome from B&L. Customer shall order
Accuglide Blades at the price set forth in Schedule A. Accuglide (R) Blades
shall be ordered by Customer and sold by B&L, and the purchase price therefor,
in accordance with and subject to B&L's then current terms and conditions of
sale.
II. Duties of B&L
1. B&L agrees to perform initial start-up and installation of the Equipment.
2. B&L shall provide maintenance and repair service to the Equipment at its
expense during the Term of this Agreement.
III. Release of Obligation/Termination of Program
1. This program may be terminated at any time after six (6) months by either
party upon ninety (90) days prior written notice, given in accordance with IV.8.
2. Upon termination of the Agreement or the end of the Term, Customer shall
have the following options:
(i) Purchase the B&L equipment for the purchase price stated in Schedule A;
or
(ii) return the Equipment to B&L ; or
(iii)continue leasing the Equipment on a month-to-month basis, until
terminated by either party upon ninety (90) days prior written notice.
3. Customer shall notify B&L no later than ninety (90) days prior to the end of
the Term which option Customer plans to exercise.
4. In the event that Customer shall elect the option to purchase the equipment
pursuant to Schedule A, B&L agrees to credit fifty percent (50%) of all Rentals
paid toward Customer's payment of the Purchase Price. B&L shall promptly notify
Customer by invoice of the balance due on the Purchase Price after applying the
Credit, and Customer shall pay the invoice within thirty (30) days of its
exercise of the option to purchase.
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5. In the event that Customer shall fail to notify B&L of its election pursuant
to III.3, the Agreement will continue on a month-to-month basis until terminated
by either party upon ninety (90) days prior written notice.
6. In the event that Customer becomes a "debtor" in any proceeding under the
federal Bankruptcy Act or any state insolvency law, or makes an assignment for
the benefit of creditors, or is adjudicated bankrupt or insolvent, or admits in
writing Customer's inability to pay its debts as they mature, this leases shall
immediately terminate and the Equipment shall be returned to B&L. B&L shall have
all of the rights and remedies of a secured creditor which are permitted or
provided for under the Uniform Commercial Code, without the need of specifically
enumerating them in this Agreement, including, but not necessarily limited to,
the right to seize the Equipment without breach of peace.
IV. General Terms
1. This Agreement is not assignable by Customer to a third party without the
prior written consent of B&L. B&L may assign this Agreement to an affiliate or
successor upon written notice to Customer.
2. Title to the Equipment shall remain with B&L throughout the term of this
Agreement and Customer agrees to execute any documents requested by B&L to
evidence same.
3. This Agreement is not binding upon B&L until accepted and executed on behalf
of B&L at its office in Claremont, California.
4. This Agreement shall be construed in accordance with and governed by New
York law.
5. This Agreement states the entire agreement of the parties with respect to the
subject matter hereof, and all oral agreements, understandings and
representations have been incorporated.
6. The prevailing party in any litigation brought under this Agreement shall be
entitled to recover, as part of its judgment against the other, its reasonable
attorneys' fees, costs and expenses.
7. Risk of loss to the Equipment is on Customer, and any such loss, damage or
destruction will not have the effect of discharging any obligation of Customer
under this Agreement.
8. Any notice hereunder will be in writing and will be effective when received
at the address set forth above or, if sent by first class mail to such address,
four (4) business days after deposit in the U.S. mails with postage prepaid.
Either party, by notice, may change its address for receiving notices hereunder.
9. It is agreed that the terms, conditions and discounts granted in this
Agreement are to remain confidential. They are not to be revealed to outside
physicians, hospitals, ambulatory surgery centers, groups, vendors, or other
outside resources unless required by law.
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10. No failure or delay at any time by B&L to exercise any right hereunder, or
to enforce any particular provision hereof, will be construed or operate as a
waiver of its right to insist upon the strict performance of, or the enforcement
of its rights with respect to, such provisions(s) or any other provisions(s)
hereof at any time.
Agreed to and accepted by authorized representatives of both parties as of the
dates set forth below:
B&L CUSTOMER:
BAUSCH AND LOMB Lasik America, Inc.
Signature: Signature: /s/ Howard Silverman
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Print Name: Ron Esola Print Name: Howard Silverman
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Title: Director, Commercial Operations Title: CEO
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Date: Date: 5/23/01
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Telepnone: 800-521-2020 extension 1454 Telephone: 505-837-2020
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This Agreement offer valid through: May 31, 2001
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