EXHIBIT 10.28
TRANSLATION FROM THE HEBREW ORIGINAL
CONTRACT
Prepared and signed in Tel-Aviv on 24th day of December, 1997
Between
Xxxxxxx Xxxxxxxxx, ID# 5057196
Xxxx Xxxxxxxxx, ID# 5338270
Xxxx Xxxxxxxxx, ID# 5724172
Jointly and severally
00 Xxxxxxxxx Xxxxxx, Xxxxxxxxx
(hereinafter: "the Landlord")
Parties of the first part
And Between
Xxxxx Fuchtonger Ltd.
00 Xx'Xxxxxxxx Xxxxxx, Kiryat Xxxxx
(hereinafter: "Fuchtonger")
Party of the second part
And Between
DSPC Israel Ltd.
00 Xxx Xxxxxx Xxxxxx, Givat Xxxxxx
(hereinafter: "the Tenant")
Party of the third part
Whereas: On January 14, 1996 a contract was signed between the Landlord and
Fuchtonger, according to which Fuchtonger rented from the Landlord, an area of
approximately 520 square meters that represent the second floor of the building
as defined in the rental contract (hereinafter: "the Second Floor"), including
the proportionate common areas of the building, and on March 11, 1996, a
contract was signed between the Landlord and Fuchtonger, according to which
Fuchtonger rented from the Landlord, an area of approximately 153 square meters
that represent the top floor of the building as defined in the rental contract
(hereinafter: "the Penthouse"), including the proportionate common areas of the
building (hereinafter jointly referred to as:
"Fuchtonger Rental Contract") (the second floor and the penthouse hereinafter
referred to: "Additional Areas");
Whereas: The expiration date of the Fuchtonger rental contract was March
31, 1999, and Fuchtonger is interested in reducing the rental term as set forth
in the Fuchtonger rental contract and to vacate the additional areas on the
dates stated below;
Whereas: The Landlord agrees to the vacation of the rental property by
Fuchtonger as stipulated below;
Whereas: On January 8, 1996, a rental contract was signed between the
Landlord and the Tenant (hereinafter: "DSPC Rental Contract") according to which
the Tenant rented from the Landlord an area of approximately 000 xxxxxx xxxxxx,
xxxxx, that comprise the first floor of the building as defined in the contract
including the proportionate common areas of the ground floor of the building
(hereinafter: "the First Floor");
Whereas: The Tenant is interested in renting the additional areas and the
Landlord is interested in renting to the Tenant the additional areas commencing
on the actual vacation date by Fuchtonger, all according to the terms and
conditions as set forth in this contract;
Therefore it was agreed to and declared between the parties as follows:
1. Preamble
The Preamble to this contract and its attachments represent an integral part of
the contract.
2. Vacation of the Additional Areas by Fuchtonger
2.1 Fuchtonger will vacate the additional areas up until January 15, 1998,
(hereinafter: Vacation Date").
2.2 Commencing on January 15, 1998, the rental of the additional areas will
begin.
2.3 Fuchtonger agrees to vacate the rental property on the vacation date and
to fulfill all of its obligations as stipulated in the Fuchtonger rental
contract, including the return of the additional areas clear of any belonging or
person, as received, orderly and in good and reasonable condition as it was
received at the beginning of the rental period.
2.4 On the vacation date, representatives of the Landlord and the Tenant
will conduct a survey of the additional areas and a transfer protocol
(hereinafter: "Protocol") wherein required repair items will be itemized, should
any be so required (hereinafter: "Repairs"). It is stated that repairs are
defined as repair of normal wear and tear that resulted during the rental
period of the additional areas to Fuchtonger and they do not include other
renovation and/or internal modifications of any sort that were performed in the
additional
areas, as at the signing of this contract. The repairs will be performed within
30 days from the date of the preparation of this protocol by the Landlord.
3. Application of the Terms and Conditions of the DSPC Rental Contract to
the Additional Areas
The DSPC rental contract, in its entirety, without exception, will apply also to
the additional areas and the Tenant agrees to fulfill all of the terms and
conditions stipulated in the DSPC rental contract and that they shall also apply
to the additional areas, including as stated in sub-Paragraphs 6.2 and 8.2.5 of
the DSPC rental contract, except for changes specified in this contract.
4. Rental Payments
4.1 The Tenant will pay to the Landlord rental payments for the additional
areas, for the entire duration of the rental contract the amount of NIS 37,983
per month.
The rental payment will be linked to the Consumer Price Index according to the
DSPC rental Contract whereby the base index is the index published on December
15, 1997 for the month of November, 1997.
5. Payments
5.1 Fuchtonger agrees to make all payments and to repay all expenses,
without exception, for which it is obligated as stipulated in the Fuchtonger
rental contract up to and until the vacation date.
5.2 In addition to the statements in sub-Paragraph 8.2.4 of the rental
contract, the Tenant will participate, from the vacation date, in the general
building maintenance (hereinafter: "General Expenses"), at the rates specified
below:
5.2.1 As they relate to the second floor--30% of the general expenses.
5.2.2 As they relate to the penthouse--8% of the general expenses.
6. Alternate Tenant and Sub-Let of the Penthouse
6.1 The Tenant may sub-let the penthouse provided that prior written
approval is granted by the Landlord. The Landlord shall not withhold the
granting of said approvals, unless substantiated by reasonable cause.
6.2 In any event, the Tenant shall be responsible for the performance of the
terms and conditions set forth in this contract also as they relate to the
penthouse in the event that the penthouse be sub-let.
6.3 With prior written approval by the Landlord, the Tenant has the right,
at the end of six months rental, to present an alternate tenant who will replace
it provided that the alternate tenant will assume all of the obligations of the
Tenant according to this contract and that he will sign a rental contract with
the Landlord. Should a rental contract be
signed, as stated, between the Landlord and an alternate tenant, the Tenant will
not be obligated to the Landlord for the fulfillment of this contract for the
entire rental period to be agreed upon between the Landlord and the alternate
tenant.
7. Return of Securities
The Landlord agrees that immediately, upon proof without a doubt that
Fuchtonger fulfilled all of its obligations, as stipulated in the Fuchtonger
rental contract, including rental payments until the vacation date, the Landlord
will return all of the securities provided to it by the Tenant according to the
Fuchtonger rental contract.
8. Vacation
In addition to the fixed compensation specified in Paragraph 18.2 in the
DSPC rental contract, in the event that DSPC will not fulfill its obligations as
specified in Paragraph 18.1 of the DSPC rental contract, an amount of $520 US ,
in NIS, will be added for each day.
9. Securities
9.1 In addition to the instructions, according to Paragraph 19 of the DSPC
rental contract, and to insure that the Tenant will fulfill all of its
obligations as they relate to the second floor (including vacation of the second
floor) and to reduce the burden of collecting the sums due to the Landlord from
the Tenant according to this contract, including the amounts described in
Paragraph 4, above, the Tenant will furnish to the Landlord upon signing of this
contract:
9.1.1 A bank guarantee in the amount of NIS 80,000, linked to the Consumer
Price Index, as detailed in the DSPC rental contract (base index for the month
of October, 1997), for the entire duration of the rental period including the
extended rental period, should it be exercised, valid for 30 days after
expiration of the rental period and/or the extended rental period, should it be
exercised.
9.1.2 Three (3) promissory notes in the amount of NIS 90,000 each, linked to
the Consumer Price Index as detailed in the DSPC rental contract (base index for
the month of October, 1997), signed by the Tenant as the issuer of the
promissory notes, that will be deposited with Xxxx Xxxxxxxxx, Attorney, in
escrow (hereinafter: "Trust administrator") and will be transferred to the
Landlord by the trust administrator upon demand of the Landlord, only after the
trust administrator notifies the Tenant of his intent 15 days in advance,
wherein the reason for transfer of the promissory notes to the Landlord is
stated.
9.2 The remainder of the instructions specified in Paragraph 19 of the DSPC
rental
contract remain in effect, and without change, shall apply to the securities
above mentioned.
Agreed to between the parties as signed
/s/ Xxxxxx X. Perl, Ph.D /s/Xxxxxxx Xxxxxxxxx /s/Xxxx Xxxxxxxxx
------------------------ -------------------- -----------------
DSPC Israel Ltd. Xxxxxxx Xxxxxxxxx Xxxx Xxxxxxxxx
/s/ Xxxx Xxxxxxxxx /s/ Xxxxx Fuchtonger Ltd.
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Xxxx Xxxxxxxxx Xxxxx Fuchtonger Ltd.
