Exhibit 10.17
LEASE AGREEMENT
THIS AGREEMENT was made and entered into by and between Kabushikikaisha Katori
Shoten (hereinafter referred to as "the Lessor") and Nihon ELANIX
Kabushikikaisha (hereinafter referred to as "the Lessee") in connection with the
lease of the part of the building owned by the Lessor described below hereof
upon the following terms and conditions:
Name of the Building: Katori Building
Location: 00-0, Xxxxxxx-xxx, xxxxxxxxxx, Xxxx-xx, Xxxxx
Structure: Ferro-concrete built 8 storied building
Leased Area: 8F 30.94Tsubo (102.28 sq. meter)
Term of Lease: From Dec 27,1997 to Dec 26, 1999 (2 years)
Deposit: 2,200,000 Yen
Rents fee: 309,400 Yen per month excluding consumption tax
Maintenance charge: 89,726 Yen per month excluding consumption tax
Security Charge: 2,500 Yen per month excluding consumption tax
Clean up charge: 20,000 Yen per month (option) excluding consumption tax
Company plate: 2,500 Yen per month (option) excluding consumption tax
Bank Account: DAIWA Bank Asakusa branch
Acc. No: 0801208
Acc. Name: Kabushikikaisha Katori Shoten
Article 1. (Rent)
1. The Rent was specified above and the Lessee shall pay the Lessor the Rent
in advance not later than the last day of the preceding months by transfer
to the Lessor's bank account designated by the Lessor above.
2. The Lessee shall also pay the electricity charge, water charge and other
expense for leased area by the last day of current month by transfer to the
Lessor's bank account designated by the Lessor above.
3. Transfer charge shall be paid by the Lessee.
4. In the event the Lessee fails to pay the rent or other indebtedness when
due, the Lessee shall pay to the Lessor interest at the rate of 14% per
annual basis with respect to the overdue rent or other indebtedness as
compensation for the delay in payment.
Article 2. (Renewal)
1. The term of the lease may be renewed for further TWO (2) years period
unless the Lessee notice the Lessor at least by (THREE) 3 months or Lessor
notice the Lessee at least by (SIX) 6 months prior to the expiration of the
current term with both of parties mutual agreement upon for new rent
conditions.
Article 3. (none)
Article 4. (Revisions of Rent, Maintenance Charge)
1. In case of where taxes or public dues on land and/or buildings have been
increased, or there has been any major fluctuation in the economic
situation, the Lessor may revise, even during the term of this Agreement,
The Rent and/or maintenance charge prescribed above, provided such Rent
and/or Maintenance Charge would become unreasonably lower in comparison
with those figures for the neighboring buildings.
Article 5. (Deposit)
1. In the event the Lessee defaults in the payment in the payment of the sum
payable in accordance with this Agreement such as rent etc, The Lessor may
appropriate the deposit for such sum without giving any notice thereof.
2. In above case the Lessee shall replenish the deposit to its original amount
within 5 days from the date of notice by the Lessor of such appropriation
of the deposit.
3. During the continuance of this Agreement, the Lessee shall not make a
demand for an offset or delay of the rent or any other indebtedness of the
Lessee to the Lessor against the deposit.
4. Deposit shall not have interest, and The Lessee shall not, in any event,
assign or pledge its right to request refundment of the deposit to any
third parties.
5. Concurrently with a revision of the Rent, the amount of the deposit shall
be increased so that Lessor shall request the Lessee to increase the amount
of deposit.
6. When Agreement is terminated, The Lessor shall refund the deposit after
adjustment, of any indebtedness owed by the Lessee to the Lessor such as
unpaid rent etc., after 3 months from the Lessee has vacated the premises
completely.
Article 6. (none)
Article 7. (Purpose of Use)
1. The Lessee shall use the Leased Area for the purpose of a business office
and shall not use of any other purpose.
Definition of purpose:
Article 8. (Acts prohibited)
The Lessee shall not do any one of the following act:
1. Bringing dangers, heavy goods may cause damage to Building and/or other
things which may annoy the Lessor and/or other tenants of the Building.
2. Writing characters in or out side of Leased Area, advertising in similar
way and/or installing such property without approval by the Lessor.
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Article 9. (none)
Article 10. (Duty to report on changes)
1. The Lessee shall immediately notify the Lessor thereof in writing in any of
following case:
1.1 On changes of address, name, representative or any other matters
registered in the Lessee's Corporate Registry
1.2 On changes of actual responsible person for Agreement.
1.3 On change of any other matter may cause severe influence to Agreement.
Article 11. (Notice of Termination of the Agreement)
1. During current lease term the Lessor shall terminate the Agreement by (SIX)
6 months prior to the termination date with writing, or the Lessee shall
terminate the Agreement by (SIX) 3 months prior to the termination date
with writing.
2. In case of full payment of 3 months rents and maintenance charge in 3
months advance the Lessee shall terminate the Agreement immediately.
3. In case of shortage of term which from the date to notify to the date of
termination of Agreement the Lessee shall pay to the Lessor a sum the per
diem rent as shortage of such term.
4. In case of without notice the Lessee shall pay 3 months rents and
maintenance charge to the Lessor.
5. Cause for the Lessee is responsible the Lessee shall pay 3 months rents and
maintenance charge.
6. In case of expiration of current lease term if the Lessee do not notify as
specified above, the Lessee shall pay 3 months rents and maintenance
charge.
Article 12. (Change of Original Condition of Premises)
1. In case of the Lessee wishes to remodel the Premises or install equipment,
the Lessee shall provide plan or method then obtain the Lessor's written
approval in advance.
1.1 Any additional installation, alternation of partition, furniture etc.
1.2 Any additional installation, alternation of illumination, telephones,
electricity.
1.3 Any additional installation of safe, heavy computer system etc.
1.4 Any additional installation which is similar as above.
2. The Lessee shall pay all of cost relates above, such as maintenance, tax by
vacation.
Article 13. (Repairs)
1. The Lessee shall be obligated to execute necessary repairs, in order to
maintain and manage the Building, the structural parts and/or any other
fixture or equipment of the Building.
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2. Costs of repairs of wall, ceiling and window glasses and lighting fixtures
and electric bulbs in the Leased Area shall be borne by the Lessee.
3. If the Lessee finds the necessity of repairing as described in the
preceding paragraph, the Lessee shall obligate to notify it immediately to
the Lessor. The Lessee shall execute any repairs, even in the case that
cost of such repairs is borne by the Lessee, after obtaining the approval
of the Lessor except the case of replacing electric bulbs.
Article 14. (Fire prevention)
1. The Lessee shall appoint its employees or persons if deemed necessary for
fire prevention.
2. In the event of requirement of a fire department for appointment of
management person of fire prevention, the Lessee shall follow the
instruction of fire department.
Article 15. (Compensation for Damage)
In the event any damage is cause intentionally or by negligence of The Lessee or
its employees, or any other person related thereto, the Lessee shall compensate
for such damages.
Article 16. (Inspection upon Entry)
The Lessor, if deemed necessary for inspection or the like, may enter the Leased
Area. In case of this paragraph, the Lessor shall notify its intention to the
Lessee in advance, except the cases that need urgency.
Article 17. (Duty of Care)
The Lessee shall use the Premises, common areas and common facilities of the
Building with the care of a good custodian and in such manner as shall not cause
any inconvenience or annoyance to other tenants or neighbors.
Article 18. (Automatic Termination of Agreement)
In case of whole or a part of the building is lost or damaged by natural
disasters or other acts of God and the use of the Premises is thereby rendered
impossible, this Agreement shall automatically terminate notwithstanding the
provisions relating to its term, without liability or penalty of either party to
the other by reason of such termination.
Article 19. (Immunity from Responsibility of the Lessor)
The Lessor shall not be obligated to take any responsibility against any of
losses incurred to the Lessee due to the following reasons and/or causes:
1. In case of fire, earthquake or theft, cause any damage to the Lessee.
2. If the Lessor has exercised ordinary care with respect to the maintenance
and management of Building, the Lessor shall not be responsible for any
damage caused to the Lessee due to any manufacturing of electricity, water,
air-conditioning equipment, or other facilities.
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3. Any damages caused to the Lessee intentionally or by the negligence or by
breach of laws of other tenants of the Building.
Article 20. (Termination of the Agreement)
1. If any one case of the following cases shall occur or have occurred the
Lessor may terminate this Agreement without any prior notice to the Lessee.
1.1 When the Lessee defaulted in the payment of the rent or other charges
for more than 2 months.
1.2 When the Lease used the Leased Area for any other purposes prescribed
in Article 7.
1.3 When the Lessee is subject to provisional attachment, provisional
disposition, compulsory execution, or when the Lessee has been
declared a bankruptcy, given a decision on commencement of
composition, company readjustment or company reorganization, company
dissolution, death, incompetent or the like.
1.4 When the Lessee's reputation and credibility was materially damaged.
1.5 When the Lessee caused material inconveniences to other tenants of the
Building.
1.6 When the Lessee defaults Article 8.
1.7 When the Lessee not use Leased Area more than 30 days without notice.
1.8 When the Lessee violated this Agreement or any other agreement or the
Use Regulations entered into in connection with this Agreement.
2. After termination of this Agreement by the Lessor the Lessee shall
compensate losses of the Lessor.
3. In case of termination cause of The Lessee is responsible The Lessee shall
vacate within 7 days after days of termination.
Article 21. (Restoration of Original State and Vacation)
Upon termination of this Agreement, the Lessee shall vacate the Leased Area
within 7 days of termination.
1. The Lessee shall remove any additional renovation made by the Lessor, and
all of furniture and fixture and equipment in the Leased Area to its
original state at the Lessee's expense.
2. The restoration work shall be carried out by an entity designated by the
Lessor.
Article 22. (Priority order of payment allocation)
Payment of debt by the Lessee to the Lessor, including setoff from deposit when
termination is lower than total debt the Lessor has a right to determine to
allocate a part of deposit for such debt. And the Lessee and the Guarantor shall
not have any objection against the Lessor.
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Article 23. (Repayment of Deposit)
In case of expiration of this Agreement The Lessee shall pay 2 months rent based
on expiration date as repayment of deposit to the Lessor. In case of the Lessee
is responsible is in same manner.
Article 24. (Compensation for the delay of Vacation)
In the event the Lessee fails to vacate the Leased Area at the end of this
Agreement, The Lessee shall pay to the Lessor a sum equal to twice the per diem
rent as compensation for the Lessee's holding over, for each day after the date
of termination up to and including the date of actual vacation.
Article 25. (Transfer this Agreement to ESTKK)
The Lessor and the Lessor and Guarantor shall agree to transfer this Agreement
to the subsidiary of EST corporation as known ESTKK immediately after foundation
of ESTKK in Japan without any charge or changing of whole or a part of this
Agreement.
Article 26. (Joint and Several Guarantor)
1. Xxxxxx Xxxxxxxx, the joint and several guarantor(herein after referred to
as the Guarantor), shall be responsible to discharge the Lessee's
liabilities hereunder, jointly and severally with the Lessee.
2. When the Guarantor is unable or when the Lessor deems the Guarantor unfit
as the guarantor, the Lessee shall at the Lessor's request immediately
change such joint and several guarantor to a person approved by the Lessor.
Article 27. (Other Matters and Competent Court)
1. With respect to matters not provided for in this Agreement or in the event
questions arise the interpretation of this Agreement, the Lessor and the
Lessee shall consult with each other to solve such matters in compliance
with the Civil Code or other relevant regulation and in accordance with
customary practice in office lease agreement.
2. The parties here to agree that the District Court of the Lessor's address
shall have jurisdiction with regard to any disputes between the parties
arising under this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate
and have hereto set their names and seals, each retaining one copy thereof.
The Lessor:
The Lessee:
The Guarantor:
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