EXHIBIT 10.28
TERMINATION OF LEASE AGREEMENT
THIS TERMINATION OF LEASE AGREEMENT (this "Agreement") is made this 25th
day of November, 2003 by and between Continental Development, LP, II, a
California limited partnership ("Lessor") and Advanced Communications
Technologies, Inc., a Florida corporation ("Lessee").
RECITALS
WHEREAS, Lessor and Lessee entered into that certain Lease (the "Lease")
dated November 27, 2001, pursuant to which Lessor leased to Lessee and Lessee
leased from Lessor those certain premises (the "Premises") commonly known as 000
Xxxxxx Xxxxxx, Xxxxx 000, Xx Xxxxxxx, Xxxxxxxxxx. Any capitalized terms used
herein but not defined herein shall have the meaning ascribed to them in the
Lease; and
WHEREAS, the parties hereto wish to provide for the termination of the
Lease subject to certain conditions and certain other matters; all as more
particularly set forth below.
NOW THEREFORE, the parties hereto do hereby agree as follows:
A. TERMINATION OF LEASE - CONDITIONS.
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1. Lessor and Lessee hereby agree that the Lease shall be terminated
effective October 31, 2003 (the "Effective Date").
2. Concurrently with the return of this executed document by Lessee to
Lessor, Lessee shall pay Lessor a cancellation fee of Thirty Five
Thousand Dollars ($35,000.00) for Lessor's acceptance of Lessee's
request to terminate the Lease as of the Effective Date stated
above.
B. MUTUAL RELEASE.
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1. As of the Effective Date stated in Section A-1 above, Lessee hereby
irrevocably and unconditionally releases and forever discharges
Lessor, and Lessor's predecessors, successors, assigns, executors
and administrators, agents, employees, representatives, attorneys,
affiliates and all persons acting by, through, under or in concert
with Lessor (collectively, Lessor's "RELEASES") or any of them,
from all actions, debts, liens, agreements, obligations,
liabilities, claims, rights, demands, damages, judgments, losses,
costs and expenses, including, without limitation, attorneys' fees,
of any nature whatsoever, known or unknown ("CLAIM" or "CLAIMS")
which Lessee now has, claims to have, at any time heretofore had,
claimed to have, against Lessor or any of Lessor's Releasees,
including, without limitation, any and all such Claims which arose
from, were based upon, or were related to Lessor's performance
under the Lease and Lessee's occupancy of the Premises thereunder
(the "TRANSACTION").
2. As of the Effective Date stated in Section A-1 above, Lessor hereby
irrevocably and unconditionally releases and forever discharges
Lessee and Lessee's predecessors, successors, assigns, executors
and administrators, agents, employees, representatives, attorneys,
affiliates and all persons acting by, through, under or in concert
with Lessee (collectively, Lessee's "RELEASEES") or any of them,
from all actions, debts, liens, agreements, obligations,
liabilities, claims, rights, demands, damages, judgments, losses,
costs and expenses, including, without limitation, attorneys' fees
of any nature whatsoever, known or unknown, ("CLAIM" or "CLAIMS")
which Lessor now has, claims to have, at any time heretofore had,
claimed to have, against Lessee or any of Lessee's Releasees,
including, without limitation, any and all such Claims which arose
from, were based upon, or were related to Lessee's performance
under the Lease and Lessee's occupancy of the Premises thereunder
(the "TRANSACTION").
3. Lessee represents and warrants that Lessee is the sole owner of the
tenant's interest in the Lease; it has not made any assignment,
sublease, transfer encumbrance, conveyance or other disposition of
(a) any interest it has in the Lease or (b) any claim, demand,
obligation, liability, action or cause of action arising under or
relating to the terms of the Lease, to any person or entity.
4. Each party represents and warrants to the other party and such
other party's Releasees that it has not assigned or transferred or
purported to assign or transfer any Claim or any portion thereof of
any interest therein and agrees to indemnify defend and hold the
other party and such other party's Releasees harmless from and
against any Claim based on or arising out of any such assignment or
transfer, or purported assignment or transfer.
C. MISCELLANEOUS
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1. This Agreement shall be binding upon the heirs, administrators,
executors, successors and assigns of each of the parties hereto.
2. Each of the parties hereto, without further consideration, agrees
to execute and deliver such other documents and take such other
action as may be necessary to consummate more effectively the
subject matter hereof.
3. This Agreement shall be construed in accordance with and all
disputes hereunder shall be governed by the internal laws of the
State of California.
4. In the event of any controversy or dispute arising out of this
Agreement, the prevailing party or parties shall be entitled to
recover from the non-prevailing party or parties, reasonable
expenses, including, without limitation, attorneys' fees and costs
actually incurred.
5. As used in this Agreement, the masculine, feminine or neuter gender
and the singular or plural number, shall be deemed to include the
others whenever the context so indicates or requires.
6. The section headings used in this Agreement are intended solely for
convenience of reference and shall not in any manner amplify,
limit, modify or otherwise be used in the interpretation of any of
the provisions hereof.
7. This Agreement shall not be effective until executed by both Lessor
and Lessee.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the date first set forth above, acknowledging that each has carefully
read each and every provision of this agreement and has entered into
this agreement of its own free will and volition.
LESSOR
Continental Development XX XX
A California limited partnership
By: Continental Development I corporation,
A California corporation, General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx, President
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
LESSEE
Advanced Communication Technologies, Inc.
A Florida corporation
By : /s/ Xxxxx Xxxxxx
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Title: President
By:
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