EXHIBIT 10.21
AIRCRAFT LEASE
THIS AIRCRAFT LEASE (this "Lease") dated as of June 1, 1997 between F
Fifty Holdings, Inc., a Delaware corporation (the "Lessor"), and New M-Tech
Corporation, a Florida corporation (the "Lessee").
RECITALS
WHEREAS, the Lessor owns that certain Aircraft as defined in Section
1(a) hereof.
WHEREAS, the Lessor and the Lessee desire to enter into a lease with
respect to the Aircraft.
NOW, THEREFORE, in consideration of the premises, mutual covenants and
agreements of the parties contained herein, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledge, the
parties agree as follows:
AGREEMENT
1. LEASE. The Lessor hereby agrees to lease to the Lessee hereunder and
the Lessee hereby agrees to lease from the Lessor hereunder, the following
described aircraft (the "Aircraft"):
Raytheon Corporate Jets Inc. BAE 125 700B bearing MSN 757031 and U.S.
Registration N703TS together with two Garret Model TFE-731-3R-1H
aircraft engines bearing MSNs P80162 and P76199.
2. TERM. The term of this Lease shall begin on June 1, 1997, and shall
end on June 30, 2007, unless this Lease shall have been earlier terminated in
accordance with the terms hereof.
3. PAYMENTS. The Lessee agrees to pay the Lessor as follows:
(a) The Lessee shall pay the Lessor an annual fee of $150,000
for making the Aircraft available during the initial Term of the Lease (the
"Annual Payment"). The Annual Payment shall be due and payable in equal monthly
installments on the last day of each month (or if such day is not a business
day, on the next succeeding business day).
(b) The Lessee shall pay the Lessor, for each flight of the
Aircraft, including the provision by the Lessor of all of the services and items
set forth in Section 4(a)(ii), an amount per block/hour of actual flight time
that is the customary market rate for such services and items, as determined
from time to time by either (i) a majority of the Company's non-
employee directors (as such term is defined in Rule 16b-3 of the Securities
Exchange Act of 1934, as amended) or (ii) all of the Company's directors (the
"Hourly Payment"). The Hourly Payment with respect to each flight shall be due
and payable within fifteen (15) business days after the completion of such
flight.
4. OBLIGATIONS OF THE LESSEE AND THE LESSOR; AIRCRAFT AND CREW.
(a) OBLIGATIONS OF THE LESSEE AND THE LESSOR.
(i) OBLIGATIONS OF THE LESSEE. Except for the
Lessee's obligation to make the Annual Payment and the Hourly Payment
pursuant to Section 3 hereof, the Lessee shall not have any obligation
to pay any costs or expenses arising from or incurred in connection
with the operation or ownership of the Aircraft.
(ii) OBLIGATIONS OF THE LESSOR. The Lessor shall pay
or cause to be paid all costs and expenses arising from or incurred in
the operation and ownership of the Aircraft, including, without
limitation, costs and expenses incurred with respect to flight crews,
maintenance, insurance, airport charges and any and all other costs and
expenses of any kind or nature, arising directly or indirectly in
connection with or related to the use, movement, operation, storage and
location of the Aircraft during, before or after a flight, and
specifically, with respect to each flight:
(A) The Aircraft (including all expenses
associated with the ownership and/or use of such
Aircraft for the flight).
(B) A complete flight crew, all members of
which shall possess such qualifications,
certifications and licenses as may be required by the
FAA and all other relevant governmental authorities
to conduct the flight.
(C) All maintenance, lubricants and
hydraulic fluids necessary for the proper and
efficient operation of the Aircraft during such
flight.
(D) Insurance with respect to the Aircraft
and the flight crew, in form and substance
satisfactory to the Lessee and in the amounts and as
otherwise set forth in Section 5 hereof.
(E) Aircraft fuel necessary for such flight.
(F) Landing charges associated with such
flight.
(G) Overflights and navigational rights
charges associated with such flight.
(H) Hotels, meals and transportation for the
flight crew if such crew is required to remain
overnight at any location other than Miami, Florida.
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(I) Ground support equipment with respect to
such flight.
(J) State, federal and local sales or use
taxes imposed upon any of the items listed in the
items under this Section 4(a)(ii).
The obligations, covenants and liabilities of the Lessor under this
Agreement arising in respect of any flight of the Aircraft shall
continue in full force and effect, notwithstanding any termination of
this Agreement and shall be enforceable by the Lessee or its successors
and assigns.
(iii) AIRCRAFT AND CREWS. The crews furnished to the
Lessee pursuant to this Agreement shall not be considered to
be employees of the Lessee and for all purposes shall be
considered to be employees of the entity with which the Lessor
contracts for the provision of crews (such entity, a "Crew
Provider"). Accordingly, the Lessor shall cause such Crew
Provider to be responsible (i) for all wages, salary, health
and welfare benefits, social security, unemployment and
workers' compensation and state disability insurance, if any,
to which crews are entitled by reason of their employment or
the provision of their services hereunder, and (ii) all
federal, state and local taxes required to be withheld and
paid as a result of the wages or other compensation paid to
such crews. The Lessor shall cause the Crew Provider to
provide the Lessee, upon request, with evidence satisfactory
to the Lessee that the Crew Provider and each crew member has
all licenses, permits, franchises, registrations and operating
authority as shall be necessary to operate the Aircraft on
flights for the Lessee hereunder.
5. INSURANCE.
(a) The Lessor shall maintain with respect to the Aircraft, at
all times during the term of this Agreement and at the Lessor's sole cost and
expense and with any reputable insurance company or insurance broker whose
identity, together with any other information regarding such entity requested by
the Lessee, shall have been approved by the Lessee (which approval shall not be
unreasonably withheld) for purposes of providing or confirming the existence of
any insurance required hereunder (an "Approved Insurer"), comprehensive general
liability insurance (including, without limitation, third-party aircraft,
passenger and contractual liability insurance) with respect to the Aircraft,
with coverage through any geographical area at any time traversed by the
Aircraft, which is (i) at least of the type usually carried by prudent companies
owning or operating the same or comparable aircraft and engines, and which
covers risks of the kind customarily insured against by such prudent companies,
and (ii) in an amount not less than $25,000,000 per occurrence. The insurance
carried in accordance with this Section 5 shall not be subject to any deductible
or self-insurance; and the insurers thereunder shall insure the indemnity
provisions of Section 6 of this Agreement to the extent of the risks covered by
the policy. In addition to the foregoing, the Lessor shall maintain with respect
to any crews utilized for flights hereunder, or shall cause the Crew Provider to
maintain, general liability and workers compensation insurance with respect to
such crews at the Lessor's or such Crew Provider's sole cost and expense.
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(b) Any policies of insurance carried in accordance with this
Agreement and any policies taken out in substitution or replacement for any such
policies and any policies of reinsurance thereof:
(i) shall name the Lessee and/or any other person
designated by the Lessee, their respective successors and assigns, and
the respective affiliates, agents, officers, directors and employees of
each of the foregoing (hereinafter, the "Additional Insureds") as
additional named insureds (including, without limitation, with respect
to reinsurance policies taken with respect to the insurance required by
this Agreement, the Additional Insureds to have the right to make
demand for any and all protection and defense afforded by such
reinsurance directly against the reinsurers), as their interests may
appear, but warranted no operational interest and without imposing on
Additional Insureds or their assigns any obligation imposed upon the
Lessor as insured (including, without limitation, liability to pay any
premiums for any such policies);
(ii) by means of an endorsement (other than Lloyd's
Aviation Underwriters' Association Standard Policy Form AVN 28)
submitted to and approved by the Lessee prior to the use of the
Aircraft for any flight hereunder, shall provide that in respect of the
interests of Additional Insureds in such policies the insurance shall
not be invalidated or impaired by any action or inaction of the
Additional Insureds, the Lessor or any other person (including, without
limitation, illegal use or any other use or operation of the Aircraft
in a manner which is specifically excluded from coverage or is not
otherwise permitted by such coverage or subjection of the Aircraft to
any conditions, use or operation not permitted by the terms of such
coverage) and shall insure the Additional Insureds regardless of any
breach or violation of any representation, warranty, declaration or
condition contained in such policies by the Lessor or any other person
(whether occurring before or after the date of this Agreement and
whether before or after any loss or payment under such insurance);
(iii) shall provide that if the insurers cancel such
insurance for any reason whatever, or the scope of coverage thereof is
changed in any way adverse to the interests of the Additional Insureds,
or the same is suspended or allowed to lapse for nonpayment of premium,
such cancellation, adverse change, suspension or lapse shall not be
effective as to the Additional Insureds for thirty (30) calendar days
(or, in the case of such cancellation, change, suspension or lapse
relating to war and allied risk, seven (7) calendar days or such lesser
period as may be available in accordance with the policy conditions)
after receipt by the Lessee and the Additional Insureds of written
notice by such insurers of such cancellation, change, suspension or
lapse;
(iv) shall provide that, as against each Additional
Insured, the insurer waives any rights of set-off (including for unpaid
premiums), recoupment, counterclaim or other deduction, whether by
attachment or otherwise;
(v) shall be primary without right of contribution
from any other insurance which is carried by any Additional Insured;
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(vi) shall expressly provide that all of the
provisions thereof, except the limits of liability, shall operate in
the same manner as if there were a separate policy covering each party
insured thereunder;
(vii) shall apply in favor of the Additional Insureds
irrespective of (i) war, invasion, acts of foreign enemies, hostilities
(whether war be declared or not), civil war, rebellion, revolution,
insurrection, martial law, military or usurped power or attempts at
usurpation of power, (ii) strikes, riots, civil commotions or labor
disturbances, (iii) any act of one or more persons, whether or not
agents of a sovereign power, for political or terrorist purposes and
whether the loss or damage resulting therefrom is accidental or
intentional, (iv) any malicious act or act of sabotage, (v)
confiscation, nationalization, seizure, restraint, detention,
appropriation, requisition for title or use by or under the order of
any government (whether civil, military or de facto) or public or local
authority, (vi) hijacking or any unlawful seizure or wrongful exercise
of control of the Aircraft or crew in flight (including any attempt at
such seizure or control) made by any person or persons on board the
Aircraft, and (vii) any detonation of any weapon of war employing
atomic or nuclear fission and/or fusion, or other like reaction or
radioactive force or matter, whether hostile or otherwise, or any
losses, damage or occurrences while the Aircraft is outside of the
control of the Lessor by reason of any such peril (for the purposes
hereof, the Aircraft shall be deemed to have been restored to the
control of the Lessor on the safe return of the Aircraft to the Lessor
at Miami International Airport (such safe return shall require that the
Aircraft be parked with engines shut down and under no duress));
(viii) shall waive any right of subrogation against
any Additional Insured, PROVIDED, that the existence or nonexistence of
such subrogation rights shall not in any way delay payment of any claim
that would otherwise be payable by such insurers but for the existence
of such rights of subrogation or entitle such insurers to exercise any
set-off, recoupment, counterclaim or other deduction in respect of any
amounts payable under such policies;
(ix) shall, in the case of reinsurance, comply with
all of the terms and conditions for insurance required hereunder,
contain a provision entitling the Lessee and any other Additional
Insured to initiate a claim under any reinsurance policy in the event
of the refusal or failure of the Lessor or the original insurance
company to do so, and expressly provide that a cut-through clause be
incorporated providing that in the event of any claim arising under the
reinsurances, the reinsurers thereunder shall, in lieu of payment to
the original insurer or its successors and assigns, pay to the person
(including the Lessee and the other Additional Insureds) otherwise
entitled to indemnification and/or defense under the original insurance
policy that portion of any loss due for which the reinsurers thereunder
would, but for this cut-through clause, be liable to pay the original
insurer or its successors and assigns, it being understood and agreed
(and the Lessor to obtain the agreement of its original insurer for the
benefit of the Lessee, the Additional Insureds and the reinsurers) that
any such payment by the reinsurers shall
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fully discharge and release the reinsurers thereunder from any and all
further liability in connection therewith; and
(x) shall otherwise be reasonably satisfactory in all
respects to the Lessee.
(c) The Lessor shall furnish to the Lessee, upon request, (i)
a report, signed by a firm of independent aircraft insurance brokers reasonably
acceptable to the Lessee (an "Insurance Broker"), stating that in the opinion of
such firm the insurance then carried and maintained on the Aircraft complies in
all respects with the terms hereof and (ii) a certificate of insurance signed by
an Approved Insurer or the Insurance Broker describing such insurance in
reasonable detail (including the identity of the insurers or reinsurers and
their respective interests therein). The Lessor shall cause each Insurance
Broker to agree in writing with the Lessee and any Additional Insureds (i) to
advise the Lessee and any Additional Insureds in writing promptly of any default
in the payment of any premium, of any other act or omission on the part of the
Lessor of which such firm has knowledge and which might invalidate or render
unenforceable, in whole or in part, any insurance on the Aircraft, and (ii) to
advise the Lessee and any Additional Insureds in writing at least thirty (30)
days (seven (7) days in the case of any war risk and allied perils coverage)
prior to the non-renewal, cancellation, expiration or termination for any reason
(including, without limitation, failure to pay the premium therefor) of any
insurance carried and maintained on the Aircraft.
(d) Nothing contained in this Agreement shall prevent the
Lessee or any Additional Insured, each at its own expense and for its exclusive
benefit, from carrying insurance with respect to any flights of the Aircraft
hereunder in addition to the insurance required hereunder, PROVIDED that such
additional insurance does not prevent the Lessor from maintaining or causing to
be maintained the insurance required by this Agreement. Any insurance payments
received from policies maintained by the Lessee or an Additional Insured shall
be retained by the Lessee or such Additional Insured, as the case may be,
without reducing or otherwise affecting the Lessor's obligations hereunder.
6. INDEMNIFICATION.
(a) The Lessor hereby assumes liability for, and hereby agrees
to, indemnify, protect, save and hold harmless the Lessee, its officers,
directors, employees, representatives and affiliates and the respective
successors and assigns of each of the foregoing (each, an "Indemnitee") from and
against, and on written demand to pay, or to reimburse each Indemnitee for the
payment of, as the case may be, any and all claims (whether fraudulent,
groundless, false or not), damages, losses, liabilities, demands, suits,
judgments, causes of action, legal proceedings (whether civil or criminal),
penalties, fines or other sanctions and any costs, expenses and disbursements in
connection therewith (including, without limitation, legal fees and expenses and
costs of investigation), of whatsoever kind and nature (including, without
limitation, any liability or obligation for loss of use or other incidental or
consequential damages, and any liability, obligation or claim arising in tort,
whether or not arising from the negligence, actual, implied, active or passive,
or strict liability of an Indemnitee or any other
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person) (each of the foregoing being herein referred to individually as a
"Claim" and collectively as "Claims") which may from time to time be imposed on,
incurred by, asserted against, charged to or recoverable from any Indemnitee, in
any way relating to or arising out of (i) this Agreement or any flight
hereunder, or any breach by the Lessor of any covenant or agreement contained
herein; and (ii) the Aircraft, whether or not arising out of the manufacture,
purchase, ownership, design, fitness for use, merchantability, registration,
documentation, possession, lease, sublease, modification, maintenance, overhaul,
repair, presence, occupancy, location, storage, use or non-use, operation,
airworthiness, condition, or other application or disposition thereof
(including, without limitation, latent and other defects, whether or not
discovered or discoverable, and any claim for patent, trademark or copyright
infringement).
(b) The Lessor hereby waives, and releases each Indemnitee
from, any Claims (whether now existing or hereafter arising) for or on account
of or arising from or in any way connected with injury to or death of personnel
utilized by the Lessor in connection with flights hereunder, loss or damage to
property of the Lessor or the loss of use of any property which may result from
or arise in any manner out of or in relation to the ownership, leasing,
condition or use of the Aircraft, either in the air or on the ground, or which
may be caused by any defect (whether known or unknown, exterior or interior,
apparent or concealed) in the Aircraft from any material or other article used
therein or from the design or testing thereof, or use thereof or from any
maintenance, service, repair, overhaul or testing of the Aircraft, regardless of
when such defect may be discovered, whether or not the Aircraft is at the time
being utilized in connection with a flight hereunder, and regardless of the
location of the Aircraft at any such time.
7. OPERATION AND MAINTENANCE.
(a) The Lessor, at its own cost and expense, shall obtain and
maintain, or cause to be obtained and maintained, in full force and effect, such
authorizations, licenses, permits, franchises, registrations and operating
authority as shall be necessary to operate the Aircraft during the term of this
Agreement on flights hereunder, and all permits, licenses, authorizations and
approvals required in connection with the operation of the Aircraft under this
Agreement or otherwise.
(b) With respect to each flight of the Aircraft hereunder, the
Lessor shall maintain, use and operate the Aircraft, or cause the Aircraft to be
maintained, used and operated, in full compliance with the laws of every
governmental entity having jurisdiction, any manufacturer's operating manuals
and instructions and any airworthiness certificate, license, permit,
registration, authorization or approval relating to the Aircraft or the routes
on which any such Aircraft is flown hereunder. Without limiting the generality
of the foregoing, the Lessor shall not use or suffer the Aircraft to be used in
any business which is prohibited by law or for the carriage of illegal drugs,
controlled substances or any other goods or materials which are prohibited by
law, the Lessee's sole responsibility with respect to the foregoing being to
screen and manifest any cargo or baggage in accordance with the Lessee's normal
security procedures. The Lessor has been provided a copy of the Air Carrier
Initiative Agreement between the Lessee
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and the United States Customs Service, and the Lessor agrees to comply with the
terms of such Air Carrier Initiative Agreement with respect to all flights
conducted hereunder.
(c) The Lessor, at its own cost and expense, shall (i)
maintain, inspect, service, repair, overhaul and test the Aircraft in accordance
with an FAA approved maintenance program, (ii) cause the Aircraft to be timely
serviced, repaired and maintained in accordance with all FAA or other
governmental regulations applicable to the Aircraft, and all airworthiness
directives and manufacturers' service bulletins, so as to maintain the Aircraft
in an airworthy and good operating condition and in such condition as may be
necessary to enable the Aircraft to be operated in accordance with Section 7(a),
above, and (iii) not maintain, use or operate the Aircraft in violation of any
license, permit, registration, authorization or approval relating thereto issued
by any authority.
(d) The Lessee, at its cost and expense, shall obtain and
maintain in full force and effect such permits, licenses, authorizations and
approvals necessary for the Lessee to conduct its operations and as may be
required of the Lessee by the laws of its country and foreign laws as they apply
to the Lessee.
8. EVENTS OF DEFAULT. Each of the following events shall constitute an
"Event of Default":
(a) the Lessee shall default in the payment when due of any
Annual Payment (or any installment thereof) or Hourly Payment pursuant to
Section 3 hereof, and such default shall continue unremedied for more than five
(5) business days;
(b) the Lessee shall default in the observance or performance
of any other covenant required to be observed or performed under the terms of
this Lease and such default shall continue unremedied for a period of twenty
(20) business days after written notice thereof to the Lessee by the Lessor; or
(c) the Lessee shall commence a voluntary case or other
proceedings seeking liquidation, reorganization or other relief with respect to
itself under any bankruptcy, insolvency or any other similar law now or
hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or similar official of it or any substantial part of its
property or shall consent to any such relief or to the appointment of or taking
possession by in such official in a voluntary case or other proceeding commenced
against it or shall make a general assignment for the benefit of creditors or
shall fail generally to pay its debts as they become due; or if an involuntary
case or other proceeding shall be commenced against the Lessee seeking
liquidation, reorganization or other relief with respect to its debts under
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property such involuntary
case or other proceeding shall remain undismissed and unstayed for a period of
sixty (60) days.
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9. REMEDIES. When an Event of Default has occurred and is continuing,
the Lessor may, at its option, declare this Lease to be in default and exercise
any one or more of the following remedies with respect to the Aircraft:
(a) The Lessor may proceed by appropriate court action or
actions either at law or in equity to enforce performance by the Lessee of the
applicable covenants and terms of this Lease or to recover damages for the
breach thereof.
(b) The Lessor may demand that the Lessee, and the Lessee
shall upon written demand of the Lessor, return the Aircraft promptly to the
Lessor or the Lessor at its option may enter upon the premises where the
Aircraft is located and take immediate possession of and remove the same by
summary proceedings or otherwise all without liability to the Lessor for or by
reason of such entry or taking of possession whether for the restoration of
damage to such property caused by such taking or otherwise.
(c) The Lessor may hold, keep or lease to others the Aircraft
at its sole discretion free and clear of any rights of the Lessee without any
duty to account to the Lessee with respect to such action or inaction, and the
Annual Payment due subsequent to the date upon which the Lessee shall have been
deprived of the use of the Aircraft shall be reduced by the net proceeds
received by the Lessor from such leasing of the Aircraft to any other person
other than the Lessee, provided that the Lessor shall have no obligation to
lease the Aircraft.
(d) The Lessor may demand, and the Lessee shall pay as
liquidated damages, and not as a penalty the present value of all Annual
Payments due from the date of the Event of Default until the end of the Term,
such present value to be computed on a basis of an 8% per annum discount
compounded annually.
(e) In addition, the Lessee shall be liable for any and all
unpaid Annual Payments or Hourly Payments due hereunder before or during the
exercise of any of the foregoing remedies and for all court costs and reasonable
attorneys' fees (including any such reasonable attorneys' fees incurred on
appeal) and other costs and expenses incurred by reason of the occurrence of any
Event of Default or the exercise of the Lessor's remedies with respect thereto,
including all costs and expenses incurred in connection with the return of the
Aircraft and placing the Aircraft in suitable condition for return.
The Lessee acknowledges and agrees that upon the occurrence of an Event
of Default, the Lessor is and shall remain entitled to immediate possession of
the Aircraft. Accordingly, the Lessee hereby waives to the fullest extent
permitted by applicable law, any and all rights the Lessee or the Lessee's
successors may have under any bankruptcy, or similar laws, rules or regulations
with respect to the continued possession of the Aircraft.
All of remedies provided herein shall be cumulative and in addition to
any other remedies available to the Lessor at law or equity.
10. FURTHER ASSURANCES. The Lessee will act at its own expense to
execute, acknowledge and deliver all and every such further acts, deeds,
conveyances, transfers and
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assurances as the Lessor may reasonably request or to protect the right, title
and interest of the Lessor hereunder or the perfection of any security interest
granted by the Lessor.
11. BINDING AGREEMENT. This Lease shall be binding upon and inure to
the benefit of the Lessor and the Lessee and their respective assigns and
successors.
12. SEVERABILITY. The unenforceability or invalidity of any provision
or provisions of this Lease shall not render any other provision or provisions
herein contained unenforceable or invalid.
13. SECTION HEADINGS. All headings are inserted for convenience only
and shall not affect any construction or interpretation of this Agreement.
14. GOVERNING LAW. This Lease shall be governed by and construed in
accordance with the laws of the State of Florida without consideration of the
conflict of law principles thereof.
15. NOTICE. Any notice provided for in this Lease shall be in writing
and shall be deemed to have been duly given when delivered personally or by
reputable overnight courier with receipt acknowledged, addressed as follows:
For the Lessor: F Fifty Holdings, Inc.
c/o Xxxx Xxxxxx
000 Xxxxx Xxxxxxxxx
Xxxxxx Xxxxx, Xxxxxxx 00000
For the Lessee: New M-Tech Corporation
00000 XX 00xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Attention: President
16. NO WAIVER. No delay or omission to exercise any right, power or
remedy accruing to the Lessor upon any breach of default by the Lessee under
this Lease shall impair any such right, power or remedy of the Lessor nor shall
any such delay or omission be construed as a waiver of any breach or default,
nor shall any waiver of a single breach or default be deemed a waiver of any
subsequent breach or default.
17. ENTIRE AGREEMENT. This Agreement shall constitute the entire
agreement between the parties and shall not be amended, modified or altered
except by writing executed by all the parties hereto.
18. ASSIGNMENT. Lessee may not sublease the Aircraft or assign,
transfer or convey any of its rights, duties or interests under this Agreement.
19. COUNTERPARTS. This Lease may be executed in one or more
counterparts, with each counterpart constituting an original, but all together
one and the same instrument.
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20. SUBORDINATION OF INTEREST. The Lessee hereby agrees and
acknowledges that all of the interests of the Lessee in the Aircraft pursuant to
this Lease or otherwise are in all respects subject and subordinate to all of
the rights and interests of General Electric Capital Corporation, a New York
corporation, pursuant to the terms of that certain Aircraft Security Agreement
between the Lessee and General Electric Capital Corporation.
* * * *
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, this Lease was executed as of the day and year
first written above.
NEW M-TECH CORPORATION,
as Lessee
By:/S/ XXXX XXXXXX
--------------------------------------
Name: Xxxx Xxxxxx
Title: President
F FIFTY HOLDINGS, INC., as Lessor
By:/S/ XXXX XXXXXX
-------------------------------------------
Name: Xxxx Xxxxxx
Title: President
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