EXHIBIT 10.8
LEASE TERMINATION AGREEMENT
This Lease Termination Agreement (the "AGREEMENT") is made effective as
of October 25, 2001, (the "EFFECTIVE DATE") by and between Xxxxx Xxxxxxxx (the
"LESSOR") and Pacer Technology, a California corporation (the "LESSEE").
RECITALS
A. Pursuant to a "Standard Industrial/Commercial Single - Tenant Lease -
Gross" dated for reference purposes as of May 11, 1998, as the same may have
been amended thereafter (the "LEASE"), Lessor leased the improved real property
commonly referred to as 00000 Xxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxxxx (the "LEASED
PREMISES") to the Lessee for a term of 132 months commencing June 1, 1998, and
ending May 31, 2009. A true, correct and complete copy of the Lease is attached
hereto as EXHIBIT X.
X. XXXXXX AND LESSEE DESIRE TO TERMINATE THE LEASE EFFECTIVE AS OF
MIDNIGHT, JANUARY 31, 2002, ON THE TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT.
NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
ADEQUACY OF WHICH ARE HEREBY ACKNOWLEDGED, LESSOR AND LESSEE AGREE AS FOLLOWS:
AGREEMENT
1. TERMINATION OF LEASE: Lessor and Lessee agree to terminate the Lease
effective as of midnight, January 31, 2002, (the "REVISED EXPIRATION
DATE"), subject to fulfillment of the following terms and conditions:
1.1 The terms and conditions of the Lease will remain unchanged from
and after the Effective Date, through and including the Revised
Expiration Date,(the "INTERIM PERIOD") and during the Interim
Period, the Lessor and Lessee will have all of the rights and
duties set forth in the Lease, including, without limitation, the
payment of the required rent by Lessee to Lessor;
1.2 Lessee will vacate the Leased Premises on or before January 31,
2002, but Lessee's early vacating of the Leased Premises shall in
no way modify the required performance by Lessee under the Lease,
including, without limitation, the payment by Lessee of the rent
required thereunder for the period through and including January
31, 2002;
1.3 The Security Deposit shall be returned to the Lessee in
accordance with the "Lease";
1.4 Upon execution of this "Lease Termination Agreement", Lessee will
pay to the Lessor a "Lease Termination Fee" of $250,000;
1.5 During the Interim Period, Lessor and Lessor's agents shall have
access to the Leased Premises during usual business hours for the
purpose of allowing the showing of the Leased Premises to
prospective tenants thereof.
2. ACCEPTANCE OF SURRENDER: Lessor agrees to accept the surrender of the
Leased Premises from the Lessee on or before the Revised Expiration Date
per the "Lease".
3. ASSIGNMENT: The Lessor and Lessee each represent and warrant to the
other that neither has made any assignment, sublease, transfer, or other
disposition of the Lease, any interest in the Lease, or any demand,
obligation, liability, or cause of action arising out of the Lease.
4. ATTORNEY FEES: If any legal action is taken to enforce the terms of this
Agreement by any party, the prevailing party shall be entitled to
recover reasonable attorney fees and other costs and expenses incurred
in connection with that legal action.
5. ENTIRE AGREEMENT: This Agreement and the "Lease" contain the entire
agreement between the parties. There have been no other statements,
promises, or representations made by the parties that are intended to
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alter, modify, or complement this Agreement or the "Lease". If items in
this "Agreement" conflict with items in the "Lease", the items in this
"Agreement" shall supercede.
6. AMENDMENT: This Agreement may not be altered, amended, modified, or
otherwise changed in any respect, except by a writing executed by an
authorized representative of each party.
7. COUNTERPARTS: This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all taken
together, shall constitute one and the same instrument.
8. TITLES: The section titles in this Agreement are used for the
convenience of the parties and are not to be taken as part of the
instrument or used to interpret this Agreement.
9. TIME OF ESSENCE: Time is of the essence in this Agreement.
10. AUTHORIZATION: The undersigned, by their signatures, represent and
warrant that they are authorized agents of their respective entities and
are authorized to execute this Agreement.
11. SUCCESSORS AND ASSIGNS: This Agreement shall bind and inure to the
benefit of the parties and their respective heirs, successors, and
assigns.
12. GOVERNING LAW -PLACE OF MAKING: This Agreement is governed and construed
in accordance with California law and shall be deemed to have been made
and entered into in the City of Rancho Cucamonga, County of San
Bernardino, State of California.
EXECUTION BY LESSOR EXECUTION BY LESSEE
Dated: October 26, 2001 Dated: October 26, 2001
/s/ Xxxxx Xxxxxxxx
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XXXXX XXXXXXXX PACER TECHNOLOGIES, INC.
Lessor
By: /s/ Xxxxxxx X. Xxx
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Xxxxxxx X. Xxx, COB/CEO/President
By: /s/ Xxxxxxxx X. Xxxx
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Xxxxxxxx X. Xxxx, CFO
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