(6) Material Contracts

 (6) Material Contracts

(a) Equipment Purchase Contract

                         EQUIPMENT/ORDER SALES AGREEMENT

  Buyer and Mailing Address:                    Date Of Order: _________________
  Swifty Car Wash & Quik Lube, Inc. ("Swifty" or "Buyer",)
  32663 U.S. 19 N.
  Palm Harbor, Florida 34684

  Shipping Address:

  Seller and Mailing Address:

  O'Hanrahan Consultant's, Inc. ("O'Hanrahan" or "Seller")
  P.O. Box 5301
  Clearwater, Florida 33758

  Erection By: O'Hanrahan

  Installation By: Owners Subcontractor's

Warranty  of  Equipment  By: PDQ  Manufacturing,  Inc.,  320  Packerland  Drive,
Greenbay, Wisconsin, 54303 ("PDQ" or "manufacturer") and O'Hanrahan

  Labor Warranty By: O'Hanrahan

                             Upon Shipment Notify:
                             Att. David Weintraub
                             Telephone: 813-926-1603

Customer P.O. No./ Date Shipment Needed/ Sales Terms Freight Terms

Name of System-Spelled Out: PDQ Open Line Tunnel with Modifications
Voltage :208    230-240    380    460-480-575-Other  As Specified by Buyer based
primarily on Seller's advise as to the appropriate voltage X
Type Bldg: By Others X Description
Equipment  Clearance:  90" X 84"(Std)  _70"(Opt) Other (Spec,)_ Based on 
Seller's  determination and advice,  and after examining the Buyer's and 
Builders plans and specifications.

Expenses for Shipping,  Handling, and Insurance provided by carrier are paid for
by Buyer,  by including  such expenses in the purchase price below and therefore
Seller  shall remit  funds for such  expenses to the carrier on behalf of Buyer.
Order  will be  Shipped  by PDQ from the  manufacturer's  factory  in  Greenbay,
Wisconsin Freight Prepaid.

QTY:                  DESCRIPTION:                         PRICE:
See Exhibit A attached

TOTAL PRICE:                                                $271,000.10
INSURANCE CHARGE:                                              4,650.00
1ERECTION FEE: (by Seller)                                    12,500.00
2INSTALLATION &CONSTRUCTION WORK:                      By owner's contractor
SALES TAX:                                                    17,333.61
TOTAL:                                                      $305,393.71
3CASH DEPOSIT WITH ORDER:                                     25,000.00
CASH BALANCE:                                                280,393.71
- -----------------------------------------
1  Including items described hereinafter

2  Items as described hereinafter

3 This  deposit  shall be paid in the amounts of  $5,000.00  to  O'Hanrahan  and
$20,000.00  to PDQ  Corporation  on  behalf  of  O'Hanrahan  the  total of these
$25,000.00  payments all credited  against the contract price.  Seller agrees to
obtain a written agreement from PDQ, satisfactory to Buyer, that this $20,000.00
(as well as the $37,500.00 paid at the time that a delivery date is specified as
described  hereinafter)  will be hold by PDQ until  all of the  goods  purchased
hereunder have been  delivered to Buyer,  and that such funds will be subject to
recovery by Buyer in the event of a breach or failure to perform by Seller.
- -----------------------------------------


General Terms of Sales

The cash deposit of  $25,000.00  shall not be delivered  until all documents and
letters  required to be obtained  by Seller  from PDQ, as  described  in various
sections of this  contract,  are  delivered to Buyer.  Assuming  that Seller has
fulfilled its obligations under this contract, Buyer shall pay an additional sum
in the  amount of  $37,500,00  against  the cash  balance at the time that Buyer
specifies  the  delivery  date for the goods,  as  described  hereinafter.  That
payment of $37,500.00  shall be paid to PDQ on behalf of O'Hanrahan and shall be
credited  against the  contract  price and will be held under the same terms and
conditions  as the  $20,000.00  portion  of the cash  deposit  as  described  in
footnote 3 herein.  Unless otherwise stated herein, the Buyer shall upon receipt
of all the  goods  covered  by this  contract  and  presentation  to Buyer of an
appropriate  sight draft  attached to a bill of lading  showing the  shipment of
such  goods,  pay the then  cash  balance  for the  goods  sold him  under  this
Agreement,  as described  hereinafter  in this  paragraph.  Notwithstanding  the
foregoing,  Buyer will be permitted to examine and inspect the goods in order to
verify that the goods that were  ordered have been  received in good  condition,
prior to payment.  Payment of the cash balance shall be as follows:  $294,036.11
shall be paid to Seller and  $25,000.00  shall be paid to  Peoples  Bank of Palm
Harbor, 32845 US Highway 19, Palm Harbor,  Florida, to be held by them as Escrow
Agent until Buyer advises Escrow Agent that all of the goods  purchased by Buyer
have been received in perfect working condition,  have been installed by Seller,
and Buyer's car wash is fully functional and operating.

While in the hands of the  carrier  for  shipment,  to the extent that the goods
being shipped  hereunder  are fully covered by insurance,  paid for by Seller on
behalf of Buyer as described hereinbefore, Buyer hereby assumes the risk of loss
from any hazards  occurring  after delivery by  manufacturer to such carrier for
shipment  to Buyer and  agrees to assert  all  claims  for  damages or losses in
traffic  directly  against  the  carrier  to the  extent  practical.  Claim  for
shortages must be made to the manufacturer or to the Seller within ten (10) days
after start-up of equipment. Buyer agrees to provide seller and the manufacturer
a reasonable opportunity for inspection after receipt of any claims.

Seller  warrants  that the goods  being  sold  hereunder  are new and in perfect
working condition, free of defects and free and clear from any security interest
or any other lien or  encumbrance  that good title to all such goods is conveyed
to Buyer and Seller also agrees to obtain a  representation  from PDQ warranting
that the goods are new and in perfect  working  condition,  free of defects  and
free and clear from any  security  interest  or any other  lien or  encumbrance.
Seller  warrants and  represents  that all of the goods being sold hereunder are
warranted to be new, free from defects, and in perfect operating condition for a
period of one (1) year from the date that the operation of the facility to which
they are delivered  commences and that Seller win promptly replace or repair any
goods covered by this  warranty,  as needed,  at no cost to the Buyer except for
any return freight cost. Seller agrees that he shall back such warranty and that
he shall  also  obtain a written  warranty  satisfactory  to Buyer from PDQ also
warranting all such goods to be new, free from defects and in perfect  operating
condition  for a period of one (1) year from the date that the  operation of the
facility to which they are delivered commences. Seller also warrants that Seller
shall be responsible,  at no cost to Buyer,  for any and all labor in connection
with all  replacements  and repairs  that may be  necessary  for a six (6) month
period of time after the facility commences operation. Any documents required by
this  paragraph  shall be delivered to Buyer prior to Buyer paying for the goods
being sold hereunder and all of such  representations  and warranties shall be a
precondition to Buyer's obligation to make payment for these goods.

Notwithstanding the foregoing,  the warranty from PDQ and/or Seller will warrant
the  equipment  sold to be free from defects in material and  workmanship  for a
period of twelve (12) months from the date that the operation of the facility to
which they are delivered  commences.  PDQ's and/or  Seller's  responsibility  is
limited to repairing or exchanging  any defective  parts during this twelve (12)
month period.  The foregoing  warranty does not apply to damage  resulting  from
improper operation or abuse, exceeding the rated capacities of the unit, running
foreign particles or nonrelated solutions through pumps or valves,  modification
or alteration of any parts, use of acidic  solutions,  improper  installation or
maintenance,   operational   neglect,   neglect  of  manufacturers   recommended
maintenance, customer strike damage, nuisance calls, or acts of God. Normal ware
and tear items to include,  but not limited to nozzles,  belts, hoses,  filters,
fuses, and swivels are not covered under this warranty. This paragraph describes
the limits of the  warranty of PDQ  Manufacturing,  Inc.  and/or  Seller for any
breach of warranty.  All warranties,  either expressed or implied  pertaining to
the equipment  herein are fully set forth herein and in the PDQ written warranty
and under no  circumstances  share such  warranties  be  construed  to cause PDQ
Manufacturing,   Inc.   and/or   Seller  to  be  liable  for  loss  of  revenue,
consequential damages, or other special damages.

All repairs and/or replacements required by Buyer shall be provided by Seller as
expeditiously  as possible  during the warranty  periods.  Thereafter,  if Buyer
elects to continue to utilize Seller for such matters, Seller agrees to continue
to provide Buyer with timely and quality services in that regard.

Seller has examined all of Buyer's and Builder's plans and  specifications,  and
Seller  represents that upon completion of the facility in accordance with those
plans and specifications together with the delivery,  erection, and installation
of the goods being purchased hereunder,  Buyer will have a fully functioning car
wash facility, with all necessary equipment and accessories.

In addition to any other  amounts  awarded by a Court it is agreed that,  in any
litigation  between the parties to this  agreement,  the prevailing  party shall
also be entitled to collect his reasonable attorney fees and court costs.

Seller  agrees to deliver to Buyer the goods  being sold  hereunder  on the date
specified by Buyer provided that Buyer furnishes  Seller at least 10 days notice
of such delivery  date.  Buyer agrees to furnish Seller with such notice between
60 and 120 days after the execution of this contract.  It is understood  that in
order  to  accomplish  the  foregoing,  the  goods  being  purchased  need to be
manufactured  and ready to ship within 60 days after execution of this contract,
and Seller agrees to obtain a written agreement from PDQ, satisfactory to Buyer,
that such goods will be  manufactured  and ready to ship in accordance with this
requirement.  Seller agrees that all such equipment will be completely  erected,
installed and fully and property  functioning  within 30 days after  delivery to
Buyer.  The  parties  acknowledge  and agree that time is of the  essence in the
performance of their respective obligations under this contract. Notwithstanding
the foregoing,  all  obligations  to be performed by Buyer and Seller  hereunder
shall be subject to delay or failure  resulting  from acts of God,  war or civil
disturbances, fire, labor disputes or government regulations.

This agreement expresses the entire  understanding of the parties with reference
to the  subject  matter  hereof and other than the  warranties  accompanying  or
covering   the   property,   there   is  no  other   understanding,   agreement,
representation,  or warranty, express or implied, statutory or otherwise, in any
way  limiting,  extending,  defining or relating to the  provisions  hereof.  No
agreement altering,  modifying or extending the terms of this agreement shall be
valid  unless  in  writing  signed  by the  parties  or  their  duly  authorized
representatives.  It is  understood  and  agreed  that this  contract  cannot be
canceled without the written consent of the parties.


IMPORTANT: Below are the responsibilities of the Buyer and Seller.


A)  Determine whether land is properly zoned for intended use.
B)  File plans for layout with Building Department and secure approval.
C)  Obtain all necessary permits and pay all assessments and fees.
D)  Detailed plans approved and stamped by architect or engineer, if necessary.

SITE  PREPARATION - Seller has examined all of the plans and  specifications  of
Buyer and Builder,  and Seller has verified  that all of the  following  will be
done by Buyer properly for a fully  functioning and operating  facility.  Seller
also agrees to monitor the construction and installation at the site,  including
any  modifications  or  alterations,  so as to assure that the facility  will be
appropriate for the purposes intended,

A) Site Clearing, grading, and/or leveling. 
B) Excavation and concrete per conveyor,correlate and/or reclaim plans per 
latest slab plans. 
C) Excavation and asphalt  paving site. 
D) Utilities  available  (gas,  water, electric,  and  sewer.)  
E) Provide  all  electric  service  and  metering equipment  including  
necessary poles and bring electric service lines into building and connect to 
main disconnect. 
F) Provide all electrical plans if motor control center is purchased from 
G) Oil tank with fill line and supply line from tank to  equipment.  
H) Gas supply line from main to and including the regulator and meter 
(normally by utility  company) and piping  from meter to  equipment.  
I) Line from  water main to water  meter(including  meter cost) and stub-ups  
and/or  lines  required to connect to equipment (or to pelletized unit if 
supplied by  manufacturer.)  
J) Stub-up sewer service and run drain lines from conveyor  through to reclaim 
K) Furnish and erect signs (in  addition  to those  signs being  finished  and
installed  by  Seller.) 
L) Sign  wiring (in  addition to sign wiring  being furnished  and  installed by
M) Yard wiring and fighting for same.
N) Supply and Install conveyor  mounting angle to concrete.  
O) Free access to site and  sufficient  opening for moving  equipment  into 
P) Any modification  from standard  plans  required by special  codes.  
Q) Special arches  or  Plumbing  required  by  the  addition  of  water   
conditioning equipment.


A)  Unloading from rail car and/or truck or trailer.
B)  Inspect shipment for damage or shortage, and freight damage must be filed at
C)  Uncrating and unpacking.
D)  Moving on and placement of equipment.
E)  Welding conveyor in place.
F)  Lagging or bolting machinery slab to floor.
G)  Bolt equipment parts together where necessary.
H)  All water plumbing connections between equipment
I)  All hydraulic and air line connections between equipment.
J)  Clean-up crating, packing and erection debris
K)  Installation of all equipment and goods so as to operate as a complete and 
fully functioning car wash.
L)  Inspect complete installation.

INSTALLATION--  Seller has examined all of the plans and specifications of Buyer
and Builder,  and Seller has verified that all of the following  will be done by
Buyer  properly for a fully  functioning  and  operating  facility.  Seller also
agrees to monitor the construction  and installation at the site,  including any
modifications or alterations,  and to coordinate with the Builder to assure that
either the Buyer or the Builder is continuing to provide for the following.

A)    Provide electrical hookup from panel to equipment.
B)    All water and plumbing connections from stub-up to equipment.
C)    All hydraulic line and air line connections from sources to equipment.
D)    All connections from oil supply line or gas meter to equipment.
E)    Sewer vents.
F)    Provide, install and connect adequate heater vents.
G)    Supply and install exhaust fans.
H)    Furnish steel cover plates for pits, including reclaim conveyor.


A) Summary Sheets with equipment dimensions, shop drawings and layout drawings.


A)    Inspect complete installation.
B)    Assist in start-up and washing test cars.
C)    Complete necessary adjustments to equipment.
D)    Check pressure of hydraulic units.
E)    Complete start-up check sheet.
F)    Assist with technical assistance at commencement of operation.


A)  Provide service and maintenance manuals.
B)  Provide warranty instructions and procedures.
C) Perform periodic warranty check at least once every 30 days.
D)  One (1) year parts and service warranty, except that labor costs shall be 
covered for six (6) months.

Seller confirms that Seller has examined the plans and  specifications  of Buyer
and the Builder,  and that the layout of the building and equipment and location
of utility  connections  will be  according  to the  manufacturer's  recommended
specifications  and layouts.  Seller agrees to monitor the construction  process
and to coordinate  with the Builder prior to, during and upon the  completion of
the building to assure that the building,  installation and erection,  including
any  modifications  of  alterations,  will be in accordance  with the provisions
hereof, and will be satisfactory for the purposes intended.  Seller acknowledges
that the Buyer has virtually no experience in  construction  of a car wash,  and
that the Buyer is relying on Sellers advice and expertise in this matter.  Buyer
acknowledges  that  the  Buyer  is  purchasing  a touch  free  car wash and that
therefore  vehicles  utilizing  the  facility  will  require more prep work than

Buyer and Seller agree to the terms of this contract including the references to
Exhibit A which is attached hereto.

Seller__________________________          Buyer_______________________________

By:______/s/____________________          By_/s/ Rachel Steele________________
                                            As President of Swifty Carwash &
                                            Quik-Lube, Inc. 

Basic Info X:

Name: (6) Material Contracts
Type: Material Contracts
Date: Nov. 23, 1998
Company: Orbital Tracking Corp.
State: Nevada

Other info:


  • Swifty Car Wash & Quik Lube , Inc.
  • Warranty of Equipment
  • Peoples Bank of Palm Harbor
  • PDQ Manufacturing , Inc.
  • Swifty Carwash & Quik-Lube , Inc


  • U.S.
  • Clearwater
  • Greenbay
  • Wisconsin
  • Palm Harbor
  • Florida


  • $ 271,000.10
  • $ 305,393.71
  • $ 5,000.00
  • $ 37,500,00
  • $ 37,500.00
  • $ 20,000.00
  • $ 294,036.11
  • $ 25,000.00


  • David Weintraub