A 185 Xxxxxxxx'x Improved Gilsey Form Lease 12-78 XXXXXX XXXXXXXX, INC.
PUBLISHER, NYC 10013
This Agreement BETWEEN
K&G Realty Associates, 000 Xxxxx Xxxxxx Xxxx, Xxxxxxxxxxx, Xxx Xxxx
as Landlord
and
Electronic Hardware Corp., 000 Xxxxx Xxxxxx Xx., Xxxxxxxxxxx, Xxx Xxxx
as Tenant
WITNESSETH: The Landlord hereby leases to the Tenant the following
premises: the entire building known as 000 Xxxxx Xxxxxx Xx., Xxxxxxxxxxx, XX
for the term of
to commence from the 1st day of January 1990 and
to end on the 31st day of December 1995 to be used and
occupied only for manufacturing and related activities only
upon the conditions and covenants following:
1st. That the Tenant shall pay the annual rent of $ 132,000.00 per year
said rent to be paid in equal monthly payments in advance, on the
1st day of each and every month
during the term aforesaid, as follows:
$11,000.00 per month
2nd. That the Tenant shall take good care of the premises and shall, at
the Tenant's own cost and expense make all repairs as set forth more fully in
paragraph 28.
and at the end or other expiration of the term, shall deliver up the demised
premises in good order or condition, damages by the elements excepted.
3rd. that the Tenant shall promptly execute and comply with all statutes,
ordinances, rules, orders, regulations and requirements of the Federal, State
and Local Governments and of any and all their Departments and Bureaus
applicable to said premises, for the correction, prevention, and abatement of
nuisances or other grievances, in, upon, or connected with said premises during
said term; and shall also promptly comply with and execute all rules, orders and
regulations of the New York Board of Fire Underwriters, or any other similar
body, at the Tenant's own cost and expense.
4th. That the Tenant, successors, heirs, executors or administrators shall
not assign this agreement, or underlet or underlease the premises, or any part
thereof, or make any alterations on the premises, without the Landlord's consent
in writing; or occupy, or permit or suffer the same to be occupied for any
business or purpose deemed disreputable or extra-hazardous on account of fire,
under the penalty of damages and forfeiture, and in the event of a breach
thereof, the term herein shall immediately cease and determine at the option of
the Landlord as if it were the expiration of the original term.
5th. Tenant must give Landlord prompt notice of fire, accident, damage or
dangerous or defective condition. If the Premises can not be used because of
fire or other casualty, Tenant is not required to pay rent for the time the
Premises are unuseable. If part of the Premises cant not be used, Tenant must
pay rent for the useable part. Landlord need only repair the damaged structural
parts of the Premises. Landlord is not required to repair or replace any
equipment, fixtures, furnishings or decorations unless originally installed by
Landlord. Landlord is not responsible for delays due to setting insurance
claims, obtaining estimates, labor and supply problems or any other cause not
fully under Landlord's control.
If the fire or other casualty is caused by an act or neglect of
Tenant, Tenant's employees or invitees, or at the time of the fire or casualty
Tenant is in default in any term of this Lease, then all repairs will be made at
Tenant's expense and Tenant must pay the full rent with no adjustment. The cost
of the repairs will be added rent.
Landlord has the right to demolish or rebuild the Building if there
is substantial damage by fire or other casualty. Landlord may cancel this Lease
within 30 days after the substantial fire or casualty by giving Tenant notice of
Landlord's intention to demolish or rebuild. The Lease will end 30 days after
the substantial fire or casualty by giving Tenant notice of Landlord's intention
to demolish or rebuild. The Lease will end 30 days after Landlord's cancellation
notice to Tenant. Tenant must deliver the Premises to Landlord on or before the
cancellation date in the notice and pay all rent due to date of the fire
or casualty. If the Lease is canceled Landlord is not required to repair the
Premises or Building. The cancellation does not release Tenant of liability in
connection with the fire or casualty. This Section is intended to replace the
terms of New York Real Property Law Section 227.
[end of page 1]
6th. The said Tenant agrees that the said Landlord and the Landlord's
agents and other representatives shall have the right to enter into and upon
said premises, or any part thereof, at all reasonable hours for the purpose of
examining the same, or making such repairs or alterations therein as may be
necessary for the safety and preservation thereof.
7th. The Tenant also agrees to permit the Landlord or the Landlord's
agents to show the premises to persons wishing to hire or purchase the same; and
the Tenant further agrees that on and after the sixth month, next preceding the
expiration of the term hereby granted, the Landlord or the Landlord's agents
shall have the right to place notices on the front of said premises, or any part
thereof, offering the premises "To Let" or "For Sale", and the Tenant hereby
agrees to permit the same to remain thereon without hindrance or molestation.
8th. That if the said premises, or any part thereof shall be deserted or
become vacant during said term, or if any default be made in the payment of the
said rent or any part thereof, or if any default be made in the performance of
any of the covenants herein contained, the Landlord or representatives may
re-enter the said premises by force, summary proceedings or otherwise, and
remove all persons therefrom, without being liable to prosecution therefor, and
the Tenant hereby expressly waives the service of any notice in writing of
intention to re-enter, and the Tenant shall pay at the same time as the rent
becomes payable under the terms hereof a sum equivalent to the rent reserved
herein, and the Landlord may rent the premises on behalf of the Tenant,
reserving the right to rent the premises for a longer period of time than fixed
in the original lease without releasing the original Tenant from any liability,
applying any moneys collected, first to the expense of resuming or obtaining
possession, second to restoring the premises to a rentable condition, and then
to the payment of the rent and all other charges due and to grow due to the
Landlord, any surplus to be paid to the Tenant, who shall remain liable for any
deficiency.
9th. Landlord way, replace, at the expense of Tenant, any and all broken
glass in and about the demised premises. Landlord may insure, and keep insured,
all plate glass in the demised premises for and in the name of Landlord. Bills,
for the premiums therefor shall be rendered by Landlord to Tenant at such times
as Landlord may elect, and shall be due from, and payable by Tenant when
rendered, and the amount thereof shall be deemed to be, and be paid as,
additional rental. Damage and injury to the said premises, caused by the
carelessness, negligence or improper conduct on the part of the said Tenant or
the Tenant's agents or employees shall be repaired as speedily as possible by
the Tenant at the Tenant's own cost and expense.
10th. That the Tenant shall neither encumber nor obstruct the sidewalk in
front of, entrance to, or halls and stairs of said premises, nor allow the same
to be obstructed or encumbered in any manner.
11th. The Tenant shall neither place, or cause or allow to be placed, any
sign or signs of any kind whatsoever at, in or about the entrance to said
premises or any other part of same, except in or at such place or places as may
be indicated by the Landlord and consented to by the Landlord in writing. And in
case the Landlord or the Landlord's representatives shall deem it necessary to
remove any such sign or signs in order to paint the said premises or the
building wherein same is situated or make any other repairs, alterations or
improvements in or upon said premises or building or any part thereof, the
Landlord shall have the right to do so, providing the same be removed and
replaced at the Landlord's expense, whenever the said repairs, alterations or
improvements shall be completed.
12th. That the Landlord is exempt from any and all liability for any damage
or injury to person or property caused by or resulting from steam, electricity,
gas, water, rain, ice or snow, or any leak or flow from or into any part of said
building or from any damage or injury resulting or arising from any other cause
or happening whatsoever unless said damage or injury be caused by or be due to
the negligence of the Landlord.
13th. That if default be made in any of the covenants herein contained,
then it shall be lawful for the said Landlord to reenter the said premises, and
the same to have again, re-possess and enjoy. The said Tenant hereby expressly
waives the service of any notice in writing of intention to re-enter.
14th. That this instrument shall not be a lien against said premises in
respect to any mortgages that are now on or that hereafter may be placed against
said premises, and that the recording of such mortgage or mortgages shall have
preference and precedence and be superior and prior in lien of this lease,
irrespective of the date of recording and the Tenant agrees to execute without
cost, any such instrument which may be deemed necessary or desirable to further
effect the subordination of this lease to any such mortgage or mortgages, and a
refusal to execute such instrument shall entitle the Landlord, or the Landlord's
assigns and legal representatives to the option of canceling this lease without
incurring any expense or damage and the term hereby granted is expressly
limited accordingly.
15th. The Tenant has this day deposited with the Landlord the sum of
$ as security for the full and faithful performance by the Tenant
of all the terms, covenants and conditions of this lease upon the Tenant's part
to be performed, which said sum shall be returned to the Tenant after the time
fixed as the expiration of the term herein, provided the Tenant has fully and
faithfully carried out all of said terms, covenants and conditions on Tenant's
part to be performed. In the event of a bona fide sale, subject to this lease,
the Landlord shall have the right to transfer the security to the vendee for the
benefit of the Tenant and the Landlord shall be considered released by the
Tenant from all liability for the return of such security; and the Tenant agrees
to look to the new Landlord solely for the return of the said security, and it
is agreed that this shall apply to every transfer or assignment made of the
security to a new Landlord.
16th. That the security, deposited under this lease shall not be mortgaged,
assigned or encumbered by the Tenant without the written consent of the
Landlord.
17th. It is expressly understood and agreed that in case the demised
premises shall be deserted or vacated, or if default be made in the payment of
the rent or any part thereof as herein specified, or if, without the consent of
the Landlord, the Tenant shall sell, assign, or mortgage this lease or if
default be made in the performance of any of the covenants and agreements in
this lease contained on the part of the Tenant to be kept and performed, or if
the Tenant shall fail to comply with any of the statutes, ordinances, rules,
orders, regulations and requirements of the Federal, State and Local Governments
or of any and all their Departments and Bureaus, applicable to said premises, or
if the Tenant shall file or there be filed against Tenant a petition in
bankruptcy or arrangement, or Tenant be adjudicated a bankrupt or make an
assignment for the benefit of creditors or take advantage of any insolvency act,
the Landlord may, if the Landlord so elects, at any time thereafter terminate
this lease and the term hereof, on giving to the Tenant five days' notice in
writing of the Landlord's intention so to do, and this lease and the term hereof
shall expire and come to an end on the date fixed in such notice as if the said
date were the date originally fixed in this lease for the expiration hereof.
Such notice may be given by mail to the Tenant addressed to the demised
premises.
18th. Tenant shall pay to Landlord the rent or charge, which may, during
the demised term, be assessed or imposed for the water used or consumed in or on
the said Premises, whether determined by meter or otherwise, as soon as and when
the same may be assessed or imposed and will also pay the setting of a water
meter in the said premises should the latter be required. Tenant shall pay
Tenant's proportionate part of the sewer rent or charge imposed upon the
building. All such rents or charges or expenses shall be paid as additional rent
and shall be added to the next month's rent thereafter to become due.
19th. That the Tenant will not nor will the Tenant permit undertenants or
other persons to anything in said premises, or bring anything into said
premises, or permit anything to be brought into said premises or to be kept
therein, which will in any way increase the rate of fire insurance on said
demised premises, nor use the demised premises or any part thereof, nor suffer
or permit their use for any business or purpose which would cause an increase in
the rate of fire insurance on said building, and the Tenant agrees to pay on
demand any such increase.
20th. The failure of the Landlord to insist upon a strict performance of
any of the terms, conditions and covenants herein, shall not be deemed a waiver
of any rights or remedies that the Landlord may have, and shall not be deemed a
waiver of any subsequent breach or default in the terms, conditions and
covenants herein contained. This instrument may not be changed, modified,
discharged or terminated orally.
21st. If the whole or any part of the demised premises shall be acquired
or condemned by Eminent Domain for any public or quasi public use or purpose,
then and in that event, the term of this lease shall cease and terminate from
the date of title vesting in such proceeding and Tenant shall have no claim
against Landlord for the value of any unexpired term of said lease. No part of
any award shall belong to the Tenant.
[end of page 2]
22nd. If after default in payment of rent or violation of any other
provision of this lease, or upon the expiration of this lease, the Tenant moves
out or is dispossessed and fails to remove any trade fixtures or other property
prior to such said default, removal, expiration of lease, or prior to the
issuance of the final order or execution of the warrant, then and in that event,
the said fixtures and property shall be deemed abandoned by the said Tenant and
shall become the property of the Landlord.
23rd. In the event that the relation of the Landlord and Tenant may cease
or terminate by reason of the re-entry of the Landlord under the terms and
covenants contained in this lease or by the ejectment of the Tenant by summary
proceedings or otherwise, or after the abandonment of the premises by the
Tenant, it is hereby agreed that the Tenant shall remain liable and shall pay in
monthly payments the rent which accrues subsequent to the re-entry by the
Landlord, and the Tenant expressly agrees to pay as damages for the breach of
the covenants herein contained, the difference between the rent reserved and the
rent collected and received, if any, by the Landlord during the remainder of the
unexpired term, such difference or deficiency between the rent herein reserved
and the rent collected if any, shall become due and payable in monthly payments
during the remainder of the unexpired term, as the amounts of such difference or
deficiency shall from time to time be ascertained; and it is mutually agreed
between Landlord and Tenant that the respective parties hereto shall and hereby
do waive trial by jury in any action, proceeding or counterclaim brought by
either of the parties against the other on any matters whatsoever arising out of
or in any way connected with this lease, the Tenant's use or occupancy of said
premises, and/or any claim of injury or damage.
24th. The Tenant waives all rights to redeem under any law of the State
of New York.
25th. This lease and the obligation of Tenant to pay rent hereunder and
perform all of the other covenants and agreements hereunder on part of Tenant to
be performed shall in nowise be affected, impaired or excused because Landlord
is unable to supply or is delayed in supplying any service expressly or
impliedly to be supplied or is unable to make, or is delayed in making any,
repairs, additions, alterations or decorations or is unable to supply or is
delayed in supplying any equipment or fixtures if Landlord is prevented or
delayed from so doing by reason of governmental preemption in connection with a
National Emergency or in connection with any rule, order or regulation of any
department or subdivision thereof of any governmental agency or by reason of the
condition of supply and demand which have been or are affected by war or other
emergency.
26th. No diminution or abatement of rent, or other compensation, shall be
claimed or allowed for inconvenience or discomfort arising from the making of
repairs or improvements to the building or to its appliances, nor for any space
taken to comply with any law, ordinance or order of a governmental authority. In
respect to the various "services," if any, herein expressly or impliedly agreed
to be furnished by the Landlord to the Tenant, it is agreed that there shall be
no diminution or abatement of the rent, or any other compensation, for
interruption or curtailment of such "service" when such interruption or
curtailment shall be due to accident, alterations or repairs desirable or
necessary to be made or to inability or difficulty in securing supplies or labor
for the maintenance of such "service" or to some other cause, not gross
negligence on the part of the Landlord. No such interruption or curtailment of
any such "service" shall be deemed a constructive eviction. The Landlord shall
not be required to furnish, and the Tenant shall not be entitled to receive, any
of such "services" during any period wherein the Tenant shall be in default in
respect to the payment of rent. Neither shall there be any abatement or
diminution of rent because of making of repairs, improvements or decorations to
the demised premises after the date above fixed for the commencement of the
term, it being understood that rent shall, in any event, commence to run at such
date so above fixed.
27th. Landlord shall not be liable for failure to give possession of the
premises upon commencement date by reason of the fact that premises are not
ready for occupancy or because a prior Tenant or any other person is wrongfully
holding over or is in wrongful possession, or for any other reason. The rent
shall not commence until possession is given or is available, but the term
herein shall not be extended.
additional provisions contained in Rider.
And the said Landlord doth covenant that the said Tenant on paying
the said yearly rent, and performing the covenants aforesaid, shall and may
peacefully and quietly have, hold and enjoy the said demised premises for the
term aforesaid, provided however, that this covenant shall be conditioned upon
the retention of title to the premises by the Landlord.
And it is mutually understood and agreed that the covenants and
agreements contained in the within lease shall be binding upon the parties
hereto and upon their respective successors, heirs, executors and
administrators.
In Witness Whereof, the parties have interchangeably set their
hands and seals (or caused these presents to be signed by their proper corporate
officers and caused their proper corporate seal to be hereto affixed) this 19th
day of December 1989.
Signed, sealed and delivered K&G Realty Associates
in the presence of By: /s/ Xxxxx Xxxxxxx L.S.
-----------------------------
Electronic Hardware Corporation
By: /s/ Xxxxxx Xxxxxxxx L.S.
-----------------------------
L.S.
-----------------------------
[end of page 3]
State of New York )
) ss:
County of )
On the ________________ day of ____________________________ 19__,
before me personally came _________________ to me known and known to me to be
the individual described in, and who executed, the foregoing instrument,
and ___________________________________________ acknowledged to me that he
executed the same
State of New York )
) ss:
County of )
On the day of 19 , before me personally came ______________________ to
me known, who, being by me duly sworn, did depose and say that he resides at
No.______
_______________________________________________________________________________
that he is the ______________________ of ________________________ the
corporation mentioned in, and which executed, the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by order of the Board of
_______________________________ of said corporation; and that he signed his name
thereto by like order.
In Consideration of the letting of the premises within mentioned
to the within named Tenant and the sum of $1.00 paid to the undersigned by the
within named Landlord, the undersigned do hereby covenant and agree,
to and with the Landlord and the Landlord's legal representatives, that if
default shall at any time be made by the said Tenant in the payment of the rent
and the performance of the covenants contained in the within lease, on the
Tenant's part to be paid and performed, that the undersigned will well and truly
pay the said rent, or any arrears thereof, that may remain due unto said
Landlord, and also pay all damages that may arise in consequence of the
non-performance of said covenants, or either of them, without requiring notice
of any such default from the said Landlord. The undersigned hereby waives all
right to trial by jury in any action or proceeding hereinafter instituted by the
Landlord, to which the undersigned may be a party.
In Witness Whereof, the undersigned ha set hand and seal
this ______ day of _____________________, 19___
WITNESS
L.S.
-------------------
RIDER TO LEASE AGREEMENT BETWEEN K & G REALTY ASSOCIATES,
AS LANDLORD, AND ELECTRONIC HARDWARE CORP.,
AS TENANT, DATED THE 1st DAY OF January 1990
28th. Tenant shall, at its own expense, make all necessary repairs and
replacements to the leased property and to the pipes, heating system, plumbing
system, window glass or fixtures and all other appliances and appurtenances
belonging thereto, all equipment, used in connection with the leased property,
and the sidewalks, curbs and vaults adjoining or appurtenant to the leased
property. Such repairs and replacements, interior and exteriors ordinary as well
as extraordinary, and structural as well as nonstructural, shall be made
promptly, as and when necessary. All repairs and replacements shall be in
quality and class equal to the original work. On default of Tenant in making
such repairs or replacements, Landlord may, but shall not be required to, make
such repairs and replacements for Tenant's account, and the expense thereof
shall constitute and be collectible as additional rent.
[LANDLORD AND]
29th. Tenant shall not assign or sublet the whole nor any part of the
demised premises.
30th. If the Landlord or Tenant or any successor in interest shall be an
individual, joint venture, tenancy in common, firm, or partnership, general or
limited, there shall be no personal liability on such individual or on the
members of such joint venture tenancy in common, firm, or partnership or on such
joint venture, tenancy in common, firm, or partnership, in respect to any of the
covenants or conditions of this lease. The Landlord and the Tenant shall look
solely to the equity of the Landlord in the property or to the Tenant's interest
in the leasehold estate for the satisfaction of the remedies of the Landlord or
the Tenant, as the case may be, in the event of a breach by the Landlord or the
Tenant of any of the covenants or conditions of this lease.
31st. (a) It is the intention of the parties that the Landlord shall
receive the rents, additional rents, and all sums payable by the Tenant under
this lease free of all taxes, expenses, charges, damages, and deductions of any
nature whatsoever and the Tenant covenants and agrees to pay all sums which
except for this lease would have been chargeable against the leased property and
payable by the Landlord. The Tenant shall, however, be under no obligation to
pay interest on any mortgage on the fee of the leased property, any franchise or
income tax payable by the Land lord, or any gift, inheritance, transfer, estate,
or succession tax by reason of any present or future law which may be enacted
during the term of this lease.
(b) All taxes, charges, costs, and expenses which the Tenant is
required to pay hereunder, together with all interest and penalties that may
accrue thereon in the event of the Tenant's failure to pay such amounts, and all
damages, costs, and expenses which the Landlord may incur by reason of any
default of the Tenant or failure on the Tenant's part to comply with the terms
of this leases shall be deemed to be additional rent and, in the event of
nonpayment by the Tenant, the Landlord shall have all the rights and remedies
with respect thereto as the Landlord has for the nonpayment of the basic rent.
32nd. Throughout the term of this lease, the Tenant shall pay premiums
for insurance coverage on the leased property, including fire and windstorm
insurance, in such amounts and with such companies, as now maintained by the
Landlord.
33rd. In the event the Real Property taxes for the demised premises are
increased at any time during the term hereof, over and above the total taxes
allowable to the calendar year 1990 -1995 which is in the amount of $26,600.00,
then the difference representing the increase shall be paid by the tenant
immediately upon receipt of the tax xxxx.
ELECTRONIC HARDWARE CORPORATION
By: /s/ A Xxxxxxxx
-----------------------------
K&G Realty Associates
By: /s/ Xxxxx Xxxxxxx
-----------------------------
ELECTRONIC HARDWARE CORPORATION
000 Xxxxx Xxxxxx Xxxx, Xxxxxxxxxxx, Xxx Xxxx 00000
(000) 000-0000 o Fax: (000) 000-0000
March 16, 1995
K&G Realty Associates and Electronic Hardware
Corporation hereby agree that the lease dated
December 19, 1989, concerning the property know
as 000 Xxxxx Xxxxxx Xxxx, Xxxxxxxxxxx, XX, be
extended for 10 years, until December 31, 2005 under
the exact same terms as shown on the lease.
/s/ Xxxxx Xxxxxxx
------------------------------
K & G Realty Associates
/s/X. Xxxxxxxx
-------------------------------
Electronic Hardware Corporation
RIDER
THIS LEASE RIDER, made as of this 1st day of March, 1998, by and
between K&G REALTY ASSOCIATES, a New York general partnership ("Landlord") and
ELECTRONIC HARDWARE CORP. ("Tenant").
WHEREAS, by a Lease dated the 19th day of December, 1989, Landlord
leased unto Tenant, certain premises designated as 000 Xxxxxxxxxxx Xxxx,
Xxxxxxxxxxx, Xxx Xxxx 00000, as more particularly described in said Lease; and
WHEREAS Landlord and Tenant now desire to amend and modify the Lease
in certain respects;
NOW THEREFORE, in consideration of the mutual agreements and
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, it is mutually agreed
by and among the parties as follows:
1. (a) The annual rent provided for in Paragraph 1st of the Lease shall
be increased to $137,000 per year (the "Base Rent"), payable in equal monthly
installments on the 1st day of each month during the term of the Lease. The
Base Rent shall be increased each year by an amount equivalent to the increase
in the Consumer Price Index (as defined below).
(b) To compute the annual increase attributable to the Consumer Price
Index, the Consumer Price Index as of January, 1998 (the "Base Price Index")
shall be compared with the Consumer Price Index for each successive January of
the Term. In the event the Consumer Price Index for January in any calendar
year during the Term reflects an increase over the Base Price Index, then the
Base Rent hereunder shall be multiplied by the percentage difference between
the Consumer Price Index for such January and the Base Index, and shall be
payable as additional rent beginning January of each year of the Term. Such
additional rent shall thereafter be payable hereunder, in equal monthly
installments, until it is readjusted pursuant to the terms of this Rider.
(c) For purposes of this Section, the Consumer Price Index shall mean
the Consumer Price Index for All Urban Consumers, All-Items, for New
York-Northeast New Jersey-Long Island, NY-NJ-CT (1982-84=100) published by the
United States Bureau of Labor Statistics, Department of Labor, or its
successor then in effect. If publication of the Consumer Price Index is
discontinued, the parties hereto shall accept comparable statistics on the
cost of living adjustment for New York City as computed and published by an
agency of the United States or by a responsible financial periodical or
recognized authority to be selected by the parties.
2. Paragraph 33rd of said Lease is hereby deleted in its entirety, and in its
place and stead is substituted the following:
"In the event the Real Property taxes for the demised
premises are increased at any time during the term hereof,
over and above the total taxes allocable to the calendar
year 1990-1991 which is in the amount of $26,000, then the
difference representing the increase shall be paid by the
Tenant within twenty (20) days of
receipt of the tax xxxx."
3. Except as herein modified, all other terms, covenants and
conditions of the aforesaid Lease shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Rider on
the date first written above
K&G REALTY ASSOCIATES
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
ELECTRONIC HARDWARE CORP.
By: /s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
