SUBLEASE AGREEMENT
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AGREEMENT made as of this 1st day of March, 1998 between
Electronic Hardware Corp., a New York corporation having its principal
place of business at 000 Xxxxxxxxxxx Xxxx, Xxxxxxxxxxx, Xxx Xxxx 00000
(hereinafter the "Sublessor"), and Memory Protection Devices, Inc., a New
York corporation having an office at 000 Xxxxxxxxxxx Xxxx, Xxxxxxxxxxx,
Xxx Xxxx 00000 (hereinafter the "Sublessee").
WHEREAS, by a lease dated December 19, 1989, and an Amendment
dated March 16, 1995 (collectively, the "Over-Lease"), K&G Realty
Associates ("Landlord") leased to Sublessor approximately 20,000 square
feet on the premises known as 000 Xxxxxxxxxxx Xxxx, Xxxxxxxxxxx, Xxx Xxxx
00000 (the "Premises"); and
WHEREAS, a copy of the Over-Lease has been delivered to
Sublessee and Sublessee, by its execution hereof, acknowledged receipt of
the same; and
WHEREAS, the Sublessor and Sublessee desire to enter an
agreement for the sublease of approximately 400 square feet of the
Premises (the "Subleased Premises"),
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. Term.
The term of this Sublease shall begin as of March 1, 1998, and
shall end on February 28, 2003, or at such time as it may be canceled or
terminated pursuant to the terms set forth herein (the "Term").
2. Premises rented.
The Sublessor hereby subleases to the Sublessee and the
Sublessee hereby hires from the Sublessor, 400 square feet of the
Premises for use as general office space.
3. Rent.
The Sublessee shall pay fixed annual rent in the amount of
$3,000, payable to the Sublessor in equal monthly installments of $250.
All payments shall be paid in advance on the first day of each month
during the Term.
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4. The Sublease Is Subject to Over-Lease.
The Sublease is subject and subordinate to the Over-Lease and to
all of the terms, covenants and conditions thereof, except as hereinafter
provided. It is also subject to any agreement to which the Over-Lease is
subject. Sublessee acknowledges that it has read and examined the
Over-Lease and is fully familiar with all covenants, agreements, terms,
provisions and conditions to be performed thereunder.
5. Sublessor's Duties.
The Over-Lease describes the Landlord's duties. The Sublessor is
not obligated to perform the Landlord's duties. If the Landlord fails to
perform, you, the Sublessee, must send the Sublessor a notice. Upon
receipt of the notice, the Sublessor shall then promptly notify the
Landlord and demand that the Over-Lease agreements be carried out. The
Sublessor shall make reasonable efforts to continue the demands until the
Landlord performs.
6. Incorporation by Reference of Over-Lease.
Except as otherwise provided by this Sublease Agreement, all of
the terms, provisions, and covenants of the Over-Lease are incorporated
by reference in, and are hereby made part of this Sublease.
Notwithstanding the foregoing, to the extent anything contained herein
establishes different rights and obligations between the Sublessor and
Sublessee than those existing between the Landlord and the Tenant in the
Over-Lease, the provisions of this Sublease Agreement shall govern.
7. Indemnification.
The Sublessee, to the fullest extent permitted by law, shall
indemnify and save the Sublessor and the Landlord harmless against any
and all liabilities, suits, obligations, fines, damages, penalties,
claims, costs, charges and expenses, including, without limitation,
reasonable attorneys' fees and disbursements, which may be imposed upon
or incurred by or asserted against the Sublessor and/or the Landlord
arising out of acts or omissions by the Sublessee or its employees,
agents, licensees or affiliates.
8. No Authority.
The Sublessee shall have no authority to contact or make any
agreement with the Landlord about the Premises or the Over-Lease. The
Sublessee shall pay rent or other charges to the Sublessor only, and
shall not pay rent or other charges to the Landlord, except with the
written consent of the Sublessor.
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9. Remedies.
In the event of any breach of this Sublease Agreement by the
Sublessee, the Sublessor shall have all the rights against the Sublessee
as would be available to the Landlord against the Sublessor under the
terms of the Over-Lease.
10. Amendments and Modifications.
This Sublease Agreement can be changed only by an agreement in
writing signed by the parties to the Sublease.
11. Counterparts.
This Sublease Agreement may be executed in one or more
counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have signed their names
as of the day and year first above written.
Electronic Hardware Corp.
By: /s/Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx, President
Memory Protection Devices, Inc.
By: /s/Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Chairman
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