GUARANTEE TO EQUINOX COMPUTERS.

This section forms part of the RENT TO OWN Agreement (“Agreement”) for the equipment described aforementioned hereof and made between (EQUINOX COMPUTERS) and the (Customer) and the Guarantor(s).

1. In consideration of EQUINOX COMPUTERS at the request of the Guarantor entering into this Agreement and to induce EQUINOX COMPUTERS to enter into this Agreement, the Guarantor hereby guarantees the due and punctual performance and observance by the Customer of all the covenants, terms, conditions and other provisions of this Agreement which are to be performed and observed by the Customer including, without limiting the generality of the forgoing, the payment by the Customer to EQUINOX COMPUTERS of all installments of rent, duties, expenses and other charges and monies payable by the Customer, including all costs, charges and damages which may be or become payable by the Customer upon any breach or default under this Agreement.

2. This guarantee is a continuing guarantee to EQUINOX COMPUTERS for the whole of the Customer’s indebtedness or liability to EQUINOX COMPUTERS from time to time howsoever arising and shall only be terminated upon EQUINOX COMPUTERS agreeing to such termination in writing.

3. The Guarantor as a separate and additional covenant and liability, agrees to indemnify EQUINOX COMPUTERS in respect of any loss or damage suffered by EQUINOX COMPUTERS as a consequence of the inability for any reason of EQUINOX COMPUTERS to recover any of the monies payable by the Customer under this Agreement or otherwise to procure performance by the Customer of its obligations under this Agreement.

4. Where the Guarantor comprises more than one person the provisions of this Guarantee shall bind all such persons severally and any two or more of them jointly.

5. The death of the Guarantor, or if there is more than one Guarantor, the death of any one or more of them, does not terminate this Guarantee.

Rent –To- Own Agreement

1. The Customer acknowledges that:

1. On signing this agreement the Customer grants EQUINOX COMPUTERS a security interest in favor of EQUINOX COMPUTERS over the equipment and secures payment by the Customer of all amounts from time to time owing by the Customer

2. EQUINOX COMPUTERS is the legal owner of the equipment and may register a financing statement in the registrar office of the courts

1. Notwithstanding any other term of this agreement, EQUINOX COMPUTERS may withhold possession of the equipment from the Customer until such time as EQUINOX COMPUTERS perfects its security interest.

2. The Customer authorizes any person or company to provide EQUINOX COMPUTERS with such information as EQUINOX COMPUTERS may require in respect to this Agreement including EQUINOX COMPUTERS’s credit enquiries.

3. The Customer further authorizes EQUINOX COMPUTERS to furnish to any third party, details of this Agreement any subsequent dealings that EQUINOX COMPUTERS may have with the Customer as a result of this Agreement.

TERMS AND CONDITIONS

1. General

   1. This Agreement comes into force when signed by or on behalf of the Customer and by a person authorized by EQUINOX COMPUTERS.

   2. This Agreement cannot be cancelled or terminated except as expressly provided for in clause 9.

   3. The Customer authorizes EQUINOX COMPUTERS either before or after signature of this Agreement by EQUINOX COMPUTERS to insert the installation date and the serial number and other identification data of the equipment.

   4. The term of this RENT TO OWN commences on the installation date and ends upon the expiration of the rental term stated in the Agreement.

   5. The guarantor or the person signing this Agreement on behalf of the Customer shall be primarily liable for all payment of all amounts payable by the Customer under this Agreement. It is understood that at the first instance all invoices and accounts under this Agreement shall be directed to the Customer but if the Customer has failed to pay those accounts or any part of them, within the terms set out herein then the guarantor shall upon demand promptly pay such accounts personally.

   6. The Customer shall not hold EQUINOX COMPUTERS accountable for failure of the Equipment to operate, and shall not hold or delay any payments due to technical reasons related to the functioning and operation of the Equipment.

   7. The Customer shall comply with the provisions of law and Regulations affecting the equipment or the use or possession thereof and shall keep equipment registered or licensed if required. EQUINOX COMPUTERS is indemnified of any responsibilities due to unlawful use of the equipment during or after this agreement period.

   8. Any notice required to be served hereunder by either party shall be deemed to have been properly served if left at or posted in a registered mail addressed to the party and any such service by post shall be deemed effected on the second day after the day on which the notice was posted.

   9. All legal proceedings upon or concerning this Agreement shall be commenced and heard at Court of laws of Kingdom of Bahrain.

   10. In this Agreement, the word “EQUINOX COMPUTERS” shall include EQUINOX COMPUTERS its nominees or assigns – the word “Customer” shall include the Customer, guarantor and it’s permitted assigns. When two or more persons are Customers all covenants, agreements and conditions shall bind them jointly and each of them severally. The word “equipment” shall denote the equipment described on the front page of this agreement.

1. Equipments quality and fitness for purpose.

The Customer warrants that it has satisfied itself as to the condition , quality, suitability and fitness of the equipment for any particular purpose and that no representation warranty or undertaking relating to the equipment has been or is made or given by or on behalf, or to be implied against EQUINOX COMPUTERS.

1. Maintenance and Inspection obligations.

   1. The Customer shall at its own expense, maintain the equipment in good condition and working order without any exception for damage however caused.

   2. All accessories, equipment, replacement parts or other articles incorporated or installed in or affixed to the equipment shall become part of the equipment and title shall ipso facto pass to EQUINOX COMPUTERS.

   3. The Customer will not make any alterations to or modify the equipment without the previous written consent of EQUINOX COMPUTERS.

   4. The Customer shall at all times, operate the equipment as intended by the manufacturer’s instructions.

   5. The Customer assumes all risks and liability for the equipment and for their use, operation, maintenance, repair and storage and for injuries to or deaths of persons and damage to property howsoever arising from or incidental to such use, operation, maintenance, repair or storage.

   6. The Customer will indemnify EQUINOX COMPUTERS against all losses, damages, claims, penalties, liabilities and expenses including legal costs howsoever arising or incurred because of or incidental to the equipment or their use, operation, maintenance, repair or storage.

1. Insurance (N/A)

1. Third party sale or lease

The Customer will not, or will not attempt to sell, assign, pledge, hire, license or part with possession or permit any lien to exist in respect of the equipment, or grant a security interest over the equipment to any third party.

1. Protection of EQUINOX COMPUTERS’s Rights

   1. The Customer acknowledges that on signing this Agreement the Customer grants EQUINOX COMPUTERS a security interest in favor of EQUINOX COMPUTERS in respect of the equipment and all of the Customer’s present and after-acquired personal property and secures payment by the Customer to EQUINOX COMPUTERS all of amounts from time to time owing by the Customer to EQUINOX COMPUTERS under the term of this agreement.

   2. The Customer shall not take the equipment outside the geographical boundaries of the Kingdom of Bahrain without the written consent of EQUINOX COMPUTERS.

   3. The Customer shall notify EQUINOX COMPUTERS of any change in address not more than 7 days before the change takes effect.

   4. In the event that:

      1. The Customer fails to perform any obligation contained or implied in this Agreement; and/or

      2. It is necessary for EQUINOX COMPUTERS to take any steps or incur any expense to protect its interests under this Agreement, including the registration and maintenance of EQUINOX COMPUTERS’s security interests or repossession of the equipment; then EQUINOX COMPUTERS may perform such obligation, pay such money, or incur such expense, and the Customer shall indemnify and reimburse EQUINOX COMPUTERS for all monies paid or expenses incurred (including all legal and associated costs) by EQUINOX COMPUTERS .

1. Payments due and Default Interest

   1. The Customer shall be responsible for and shall pay to EQUINOX COMPUTERS without demand, the installments set out in this Agreement at the place designated in this Agreement or to such person or at such other place as EQUINOX COMPUTERS may from time to time designate by notice in writing served on the Customer.

   2. If-

      1. The Customer shall fail to make any payments due under this Agreement on the due date; or

      2. Any monies shall be payable by the Customer to EQUINOX COMPUTERS in terms of Clause 6, the Customer shall, upon demand by EQUINOX COMPUTERS pay to EQUINOX COMPUTERS interest on the amount thereof from the due date, or the date on which demand was made under Clause 6, as the case may be, until the date of payment of that amount at the rate of 20.00 per centum per annum calculated on a daily basis.

1. Default and Repossession of the Equipment

   1. In addition to any other provision of this agreement the Customer shall be in default if any of the following events occur and the expression “Event of Default” means any or each of the following:

1. Failure to pay EQUINOX COMPUTERS any Installment or other amount payable under this Agreement;

2. If the Customer does or permits any act or thing likely to prejudice or put in jeopardy EQUINOX COMPUTERS’s rights or interest in the equipment;

3. The discovery by EQUINOX COMPUTERS that the Customer has made any materially false statement in relation to the making of this Agreement;

4. If a receiver or an official manager is appointed in respect of the Customer or any related corporation;

5. If the Customer suspends payment generally or ceases or without the prior written consent of EQUINOX COMPUTERS ;

6. If any execution or other process of any court of authority or any distress issues against or is levied upon any part of the assets or property of the Customer or related corporation;

7. If in the reasonable opinion of EQUINOX COMPUTERS a material adverse change has occurred in the business or financial position of the Customer or any related corporation likely to effect the Customer’s ability to meet its obligations under this Agreement;

8. If in the opinion of EQUINOX COMPUTERS the Customer is unable to pay or does not pay its debts as they become due and payable.

9. If EQUINOX COMPUTERS on reasonable grounds believes that the equipment has been or will be destroyed, damaged, endangered, disassembled, removed, concealed, sold, or otherwise disposed of contrary to the provisions of this security agreement.

1. 1. If any Event of Default shall occur (notwithstanding that EQUINOX COMPUTERS may have waived some previous default by the Customer):

1. EQUINOX COMPUTERS, its agents, employees or servants may, without any prior notice (and whether or not EQUINOX COMPUTERS may subsequently accept any monies paid by the Customer) enter onto any land where EQUINOX COMPUTERS believes the equipment to be and retake possession of the equipment and sell or otherwise dispose of it. The Customer shall indemnify EQUINOX COMPUTERS (and its employees and agents) against any liability and costs incurred in connection with, such entry, taking of possession and removal; and/or

2. EQUINOX COMPUTERS may by notice in writing to the Customer, terminate this Agreement as at the date of the notice or any later date specified in the notice and if EQUINOX COMPUTERS exercises either or both of its rights under this clause 8.2 the balance of the money payable by the Customer under this Agreement shall immediately become due and payable to EQUINOX COMPUTERS subject to such rebate of interest charges as EQUINOX COMPUTERS may allow under section 9.1 of this Agreement and the Customer shall indemnify EQUINOX COMPUTERS against any claims arising from the exercise of this right of entry, provided that this right of entry shall not be exercised in an unreasonable manner at an unreasonable time; and/or

3. EQUINOX COMPUTERS may appoint a receiver/Lawyer who shall have the power to take possession of the equipment and all present and after acquired property of the Customer and sell it or otherwise dispose of it in accordance with the Law.

1. Termination

1. 1. In the event of the termination hereof for any reason whatsoever except by end of contract, the Customer shall forthwith pay to EQUINOX COMPUTERS by way of liquidated and ascertained damages an amount of money equal to the sum of:

1. All installments due but unpaid up to the date of termination of the Rent to own;

1. An amount equivalent to the installments which would have accrued due between the date of termination and the date when EQUINOX COMPUTERS actually regains possession of the equipment as if the RENT TO OWN had not been prematurely terminated;

2. The balance of all future installments due discounted for early payment by such amount as EQUINOX COMPUTERS in its sole discretion determines;

3. All costs and expenses incurred by EQUINOX COMPUTERS including any costs in relation to termination of this agreement and repossession of the equipment where required and all legal, debt collection and commission costs incurred in recovering any sums due under this agreement less the net proceeds of sale or disposal of the equipment if they be sold or disposed of within two calendar months from the date on which they came into possession of EQUINOX COMPUTERS , or if they be not sold or disposed of within that time, then the value of the equipment at the date of repossession by EQUINOX COMPUTERS as certified by a dealer in similar equipment to the equipment or an independent Evaluator to be selected in either case by EQUINOX COMPUTERS. Such valuation may be made at any time.

1. 1. Upon the termination hereof the Customer will forthwith deliver the equipment together with an executed instrument required to evidence the title of EQUINOX COMPUTERS to EQUINOX COMPUTERS at its place of business or at such other place as shall be previously agreed upon.

1. Taxes & Duties (not Applicable)

1. Expiry of the RENT TO OWN Term : Legal and equitable title to the equipment will remain with EQUINOX COMPUTERS until EQUINOX COMPUTERS has received payment in full of the Balance Payable (E) and any other sums due hereunder.

1. Update of Equipment: The provisions of clause 9.1 and 9.2 shall apply to any termination of this agreement notwithstanding that the Customer wishes to replace the equipment with updated equipment supplied by the original supplier

1. Variation of the Agreement: This Agreement is incapable of being varied or modified by word of mouth. It may be varied or modified in writing executed by EQUINOX COMPUTERS and by the Customer. A variation or modification of any provision of this Agreement shall not prejudice or affect any other provision of this Agreement.