MASTER LEASE AGREEMENT
dated as of AUGUST 1, 2002 ("Agreement")
THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns,
if any, "Lessor") and Overhill Farms, Inc. ("Lessee"). Lessor has an office at 44 Old Ridgebury Road, Danbury,
CT 06810. Lessee is a corporation organized and existing under the laws of the state of Nevada. Lessee's
mailing address and chief place of business is 2727 E. Vernon Avenue, Vernon, Los Angeles County, CA
90058. This Agreement contains the general terms that apply to the leasing of Equipment from Lessor to Lessee.
Additional terms that apply to the Equipment (term, rent, options, etc.) shall be contained on a schedule
(a) Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the equipment and the property
("Equipment") described in any Schedule signed by both parties.
(b) Lessor shall purchase Equipment from the manufacturer or supplier ("Supplier") and lease it to Lessee if on or
before the Last Delivery Date Lessor receives (i) a Schedule for the Equipment, (ii) evidence of insurance which
complies with the requirements of Section 9, and (iii) such other documents as Lessor may reasonably request.
Each of the documents required above must be in form and substance satisfactory to Lessor. Lessor hereby
appoints Lessee its agent for inspection and acceptance of the Equipment from the Supplier. Once the Schedule
is signed, the Lessee may not cancel the Schedule.
2. TERM, RENT AND PAYMENT:
(a) The rent payable for the Equipment and Lessee's right to use the Equipment shall begin on the earlier of (i) the
date when the Lessee signs the Schedule and accepts the Equipment or (ii) when Lessee has accepted the
Equipment under a Certificate of Acceptance ("Lease Commencement Date"). The term of this Agreement shall
be the period specified in the applicable Schedule. The word "term" shall include all basic and any renewal terms.
(b) Lessee shall pay rent