New Mexico-Alburquerque-8301 Washington NE Indenture - JMP Co. Inc. and Advanced Optics Electronics Inc.
LEASE
THIS INDENTURE, made this 22nd day of December, 1998. By and between JMP
Company, Inc., a New Mexico corporation, whose address is P. O. Box 5006, Albuquerque,
N. M. 87185 hereinafter, whether singular or plural, masculine, feminine, or neuter,
designated as "Lessor," which expression shall include Lessor's heirs, personal
representatives, assigns, and successors in interest, and Advanced Optics Electronics,
Inc., a Nevada corporation, whose address is 8301 Washington N. E., Suite 4, Albuquerque,
N. M., 87113 hereinafter, whether singular or plural, masculine, feminine, or neuter,
designated as "Lessee," which expression shall include all Lessees, jointly and
severally, and shall include Lessee's heirs, personal representatives, assigns,
and successors interest, WITNESSETH:
I. DEMISE OF PREMISES.
Lessor, for and in consideration of the covenants and agreements herein
contained to be kept and performed by Lessee, Lessee's heirs, personal representatives,
assigns and successors in interest, and upon the terms and conditions herein contained,
does hereby let, lease, and demise to Lessee the following-described premises situated
in Albuquerque in the County of Bernalillo State of New Mexico, to-wit:
Lease space at 8301 Washington N. E., Albuquerque, N. M. 87113 containing
approximately 2,360 s.f. of office warehouse space. Said space being located in
Suite 5.
Any provision herein to the contrary, notwithstanding, Lessor shall perform
all structural repairs to the roof and building, and Lessee shall perform all other
maintenance, repair and upkeep of the building in accordance with the requirements
of this Lease, excepting therefrom, wear and tear from ordinary use and provide
all supplies, light bulbs, ballasts, repair of broken glass and janitorial service.
Lessor shall maintain and service the HVAC, plumbing equipment and electrical service
at Lessor's expense, except for those repairs resulting out of the negligent acts
of the Lessee, its employees or patrons.
Lessor and Lessee herein agree that Lessee will have the option to renew
this Lease for one year at a lease rate of $1,475.00 per month, provided Lessee
exercises Lessee's option to renew by April 1, 2000.
II. TERM OF LEASE
The term of this lease shall be for a period of eighteen (18)(Months),
beginning on the 1st of January, 1999, and ending on the 30th day of June 2000.
III. RENT.
Lessee, for and in consideration of this Lease and the demise of the said
premises by Lessor to Lessee, hereby agrees and covenants with Lessor to pay as
rent for the said premises, without notice or demand, the sum of Twenty Five Thousand
Two Hundred Dollars and No/00 ($25,200.00) in the following manner, to-wit: Upon
execution of this Lease the sum of $3,100.00 shall be due and payable constituting
$1,400.00 for the January 1, 1999 lease payment, $1,400.00 for the June 1, 2000
lease payment and a $300.00 damage deposit to be held by Lessor. Thereafter monthly
lease payments of $1,400.00 shall be due and payable on the first day of each succeeding
month; the first such lease payment being due on February 1, 1999 and the last such
lease payment being due on May 1, 2000.
Should Lessee not pay the lease payment on or before the 10th day of the
month, when the same shall become due, a late charge of 10% of the past due lease
payment shall be assessed Lessee. Within ten days following expiration of this Lease
Agreement, Lessor will refund the $300.00 damage deposit held by Lessor, provided
the Lease space at that time is in good condition, less normal wear and tear.
All of the rent shall be paid by Lessee to Lessor on Lessor's order in
lawful money of the United States to Sycamore Associates, P. O. Box 90608, Albuquerque,
N. M., 87199-0608 or at such other place as Lessor may designate from time to time
for this purpose.
IV. USE OF PREMISES.
Lessee, for and in consideration of this Lease and the demise of the said
premises by Lessor to Lessee, hereby agrees and covenants with Lessor to use and
occupy the said premises for the purpose of office and warehouse space for research
and development of optic electronics and for no other purpose without first obtaining
the written consent of Lessor therefore; the Lessee shall not use or occupy or permit
the demised premises to be used or occupied, or do or permit anything to he done
in or on the demised premises, in a manner which will make void or voidable any
insurance then in force with respect thereto, or which will make it impossible to
obtain fire or other insurance required to be furnished hereunder, or which will
cause or be likely to cause structural damage to the demised premises or any portion
thereof, or which will constitute a public or private nuisance. Further, the Lessee
shall not use or occupy or permit the demised premises to be used or occupied for
any business, purpose, or use deemed disreputable or extra-hazardous, or for any
purpose or in any manner which is in violation of any present or future municipal,
state and federal, ordinances, laws, rules and regulations.
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V. CONDITION OF PREMISES AND REPAIRS
Lessee, for and in consideration of this Lease and the demise of the said
premises, hereby agrees and covenants with Lessor that Lessee has examined the said
premises prior to the execution hereof, knows the condition thereof, and acknowledges
that Lessee has received the said demised premises in good order and condition,
and that no representation or warranty as to the condition or repair of the said
premises has been made by Lessor, and, at the expiration of the term of this Lease,
or any renewal or extension thereof, Lessee will yield up peaceably the said premises
to Lessor in as good order and condition as when the same were entered upon by Lessee,
loss by fire or inevitable accident, damage by the elements, and reasonable use
and wear excepted; that Lessee will keep, at Lessee's own expense, the said premises
in good order and repair during the term of this Lease, or any extension or renewal
thereof, and will repair and replace promptly, at Lessee's own expense, any and
all damage, including, but not limited to, damage to roof, walls, floors and foundations,
heating and cooling units, plumbing, glass, sidewalks, and all other appurtenances,
that may occur from time to time; that Lessee hereby waives any and all right to
have such repairs or replacements made by Lessor or at Lessor's expense; and that,
if Lessee fails to make such repairs and replacements promptly, or, if such repairs
and replacements have not been made within fifteen (15) days after the occurrence
of damage, Lessor may, at Lessor's option, make such repairs and replacements, and
Lessee hereby agrees and covenants to repay the cost thereof to Lessor on demand.
VI. LIABILITY OF LESSOR.
Lessee, for and in consideration of this Lease and the demise of the said
premises, hereby agrees and covenants with Lessor that Lessor shall not be liable
for any damage to persons or property arising from any cause whatsoever, which shall
occur in any manner in or about the said premises, and Lessee hereby agrees to indemnify
and save harmless Lessor from any and all claims and liability for damage to persons
or property arising from any cause whatsoever, which shall occur in any manner in
or about the said premises. Further, Lessee hereby agrees and covenants with Lessor
that Lessor shall not be liable for any damage to the said demised premises, or
to any part thereof, or to any property or effects therein or thereon, caused by
leakage from the roof of said premises or by bursting, leakage, or overflowing of
any waste pipes, water pipes, tanks, drains, or stationary washstands, or by reason
of any damage whatsoever caused by water from any source whatsoever, and Lessee
hereby agrees and covenants to indemnify and save harmless Lessor from any and all
claims and liability for any damage to the said demised premises, or to any part
thereof, or to any property or effects therein or thereon. ** Unless caused due
to the negligence of the Lessor, its agents or employees.
VII. REQUIREMENTS OF PUBLIC AUTHORITY.
Lessee, for and in consideration of this Lease and the demise of the said
premises, hereby agrees and covenants with Lessor that during the term of this Lease,
Lessee shall, at it's own cost and expense, promptly observe and comply with all
present and future municipal, state and federal ordinances, laws rules, and regulations
affecting the demised premises or appurtenances thereto, or any part thereof, whether
the same are in force and effect at the time of the commencement of the term of
this Lease or may in the future be passed, enacted, or directed, and Lessee shall
pay all costs, expenses, liabilities, losses, damages, fines, penalties, claims,
and demands, including reasonable attorney's fees, that may in any manner arise
out of or be imposed because of the failure of the Lessee to comply with the covenants
and agreements of this paragraph VII. Further, Lessee hereby agrees and covenants
with Lessor that if Lessee fails to comply promptly with any present or future municipal,
state, and federal ordinances, laws, rules, and regulations, or fails to comply
by such time that compliance may be required by law, Lessor may, at Lessor's option,
take such actions as may be necessary to comply with all present and future municipal,
state, and federal ordinances, laws, rules, and regulations, and Lessee hereby agrees
and covenants to repay the cost incurred by Lessor in taking such action to Lessor
on demand.
VIII. ALTERATIONS, ADDITIONS, AND IMPROVEMENTS.
Lessee, for and in consideration of this Lease and the demise of the said
premises, hereby agrees and covenants with Lessor that Lessee shall not make, or
suffer or permit to be made, any alterations, additions, or improvements whatsoever
in or about the said demised premises without first obtaining the written consent
of Lessor therefore; provided, however, that such consent, if given, shall be subject
to the express condition that any and all alterations, additions, and improvements
shall be done at Lessee's own expense and in accordance and compliance with all
applicable municipal, state, and federal ordinances, laws, rules, and regulations,
and that Lessee hereby covenants and agrees with Lessor that in doing and performing
such work Lessee shall do and perform the same at Lessee's own expense, in conformity
and compliance with all applicable municipal, state, and federal ordinances, laws,
rules, and regulations, and that no liens of mechanics, materialmen, laborers, architects,
artisans, contractors, sub-contractors, or any other lien of any kind whatsoever
shall be created against or imposed upon the said demised premises, or any part
thereof, and that Lessee shall indemnify and save harmless Lessor from any and all
liability and claims for damages of every kind and nature which might be made, or
from judgments rendered against Lessor or against said demised premises on account
of or arising out of such alterations, additions, or improvements.
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IX. OWNERSHIP OF ALTERATIONS, ADDITIONS, AND IMPROVEMENTS.
Lessee, for and in consideration of this Lease and the demise of the said
premises, hereby agrees and covenants with Lessor that any and all alterations,
additions, and improvements, except signs, shelving, moveable furniture and equipment
not affixed to the roof, walls, or floors, made at Lessee's own expense after having
first obtained the written consent of Lessor therefore, in accordance with the provisions
contained in Paragraph VIII. Hereof, whether or not attached to the roof, walls,
or floors, foundations, or the premises in any manner whatsoever, shall immediately
merge and become a permanent part of the realty, and any and all interest of the
Lessee therein shall immediately vest in Lessor, and all such alterations, additions,
and improvements shall remain on the said premises and shall not be removed by Lessee
at the termination of this Lease, the signs, shelving, moveable furniture and equipment
not affixed to the roof, walls, or floors, shall be removed by Lessee at Lessee's
expense on or before the termination of the Lease, and Lessee shall repair any damage
caused thereby at Lessee's own expense, such that the premises shall be in as good
order and condition as when the same were entered upon by Lessee.
X. ASSIGNMENT AND SUBLETTING.
Lessee, for and in consideration of this Lease and the demise of the said
premises, hereby agrees and covenants with Lessor that neither Lessee nor Lessee's
heirs, personal representatives, assigns, or successors in interest shall assign
this Lease or sublet the said demised premises, in whole or in part, without first
obtaining the written consent of Lessor therefor: that no assignment of this Lease
or any subletting of the said demised premises, in whole or in part, shall be valid,
except by and with the written consent of Lessor first obtained; that the consent
of Lessor to any such assignment or subletting shall not operate to discharge Lessee
or Lessee's heirs, personal representatives, assigns, or successors in interest
from their liability upon the agreements and covenants of this Lease, and Lessee,
Lessee's personal representatives, assigns, and successors in interest shall remain
liable for the full and complete performance of all the terms, conditions, covenants,
and agreements herein contained as principals and not as guarantors or sureties,
to the same extent as though no assignments or sublease had been made; that any
consent of Lessor to any such assignment or subletting shall not operate as a consent
to further assignment or subletting or as a waiver of this covenant and agreement
against assignment and subletting; and that the following any such assignment or
subletting, the assignee and/or sublettee shall be bound by all of the terms, conditions,
covenants, and agreements herein contained including the covenant against assignment
or subletting.
XI. UTILITY AND OTHER CHARGES.
Lessee, for and in consideration of this Lease and the demise of the said
premises, hereby agrees and covenants with Lessor to pay promptly all utility and
other charges of whatsoever kind and nature, including charges for electrical, gas,
telephone, and other services, which may be incurred in connection with Lessee's
use of said premises, and to indemnify and save harmless Lessor therefrom. Lessor
to pay domestic water, sewer and garbage pickup of once a week.
XII. LESSOR'S RIGHT OF ENTRY AND TO MAKE ALTERATIONS, ADDITIONS, AND
IMPROVEMENTS.
Lessee, for and in consideration of this Lease and the demise of the said
premises, hereby agrees and covenants with Lessor that Lessor, able notice to Lessee,
to enter upon the said premises to inspect the same and to make any and all improvements,
alterations, and additions of any kind whatsoever upon the said premises, providing
such improvements, alterations, and additions are reasonably necessary or convenient
to the use to which the said premises are being put at the time, but at no time
shall Lessor be compelled or required to make any improvements, alterations, or
additions.
XIII. TAXES, OTHER ASSESSMENTS, AND INSURANCE.
Lessee and Lessor hereby covenant and agree that all taxes and special
and general assessments of whatsoever kind and nature extraordinary as well as ordinary,
which have been or may be levied upon the said demised premises and upon any alterations,
additions, and improvements thereon, shall be paid by Lessor at the time when the
same become due and payable, and that all taxes and special and general assessments
of whatsoever kind and nature, extraordinary as well as ordinary, which have been
or may be levied upon the personal property located upon the said demised premises
shall be paid by __Lessee at the time when the same shall become due and payable.
Lessee, for and in consideration of this Lease and the demise of the said premises,
hereby agrees and covenants with Lessor to carry and maintain in full force and
effect during the term of this Lease, and any extension or renewal thereof, at Leasee's
expense, public liability insurance covering bodily injury and proper damage liability,
in a form and with an insurance company acceptable to Lessor, with limits of coverage
of not less than $ 1,000,000.00 for each person and $ 1,000,000.00 in the aggregate
for bodily injury or death liability for each accident, and $_100,000.00 for property
damage liability for each accident, for the benefit of both Lessor and Lessee as
protection against all liability claims arising from the premises. Lessee hereby
agrees and
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covenants with Lessor to deliver a copy of the insurance as soon thereafter as
practicable, and to give Lessor not less than ten (10) days written notice informing
Lessor of the expiration of any such policy. Fire and extended coverage insurance
upon all buildings, alterations, and improvements upon the said premises shall be
provided for as follows: by Lessor and fire and extended coverage insurance upon
all of the contents and other personal property situated upon the said premises
shall be provided for as follows by Lessee. It is understood and agreed by and between
the parties that a copy of each policy of fire and extended coverage insurance shall
be provided to the parties hereto at the beginning of the term of this Lease, or
as soon thereafter as practicable, and that the party who is responsible for paying
the premiums on each policy of fire and extended coverage insurance shall give the
other party not less than ten (10) days written notice informing the other party
of the expiration of any such policy.
XIV. HOLDING OVER.
Lessee, for and in consideration of this Lease and the demise of the said
premises, agrees and covenants with Lessors that no holding over by Lessee after
the expiration of this Lease, or any renewal or extension thereof, whether with
or without the consent of Lessor, shall operate to extend or renew this Lease, and
that any such holdings over shall be construed as a tenancy from month to month
at the monthly rental which shall have been payable at the time immediately prior
to when such holding over shall have commenced, and such tenancy shall be subject
to all the terms, conditions, covenants, and agreements of this Lease.
XV. BANKRUPTCY AND CONDEMNATION.
Lessee, for and in consideration of this Lease and the demise of the said
premises, hereby agrees and covenants with Lessor that should Lessee make an assignment
for the benefit of creditors or should be adjudged a bankrupt. Either by voluntary
or involuntary proceedings, or if otherwise a receiver or trustee should be appointed
by any court of competent jurisdiction for Lessee because of any insolvency, or
any execution, attachment, or replevin. Or other court order should be issued against
the Lessee or any Lessee's property, whereby the demised premises or any building
or buildings, or alterations, additions, or improvements thereon, shall be taken
or occupied or attempted to be taken or occupied by someone other than the Lessee,
the occurrence of any such event shall be deemed a breach of this Lease, and, in
such event, Lessor shall have the option to forthwith terminate this Lease and to
re-enter the said demised premises and to take possession thereof, whereupon Lessee
shall quit and surrender peaceably the said demised premises to Lessor. In no event
shall this Lease be deemed an asset of Lessee after the assignment for the benefit
of creditors, the adjudication in bankruptcy, the appointment of a receiver or trustee,
or the issuance of a Writ of Execution, a Writ of Attachment, a Writ of Replevin,
or other court order against Lessee or Lessee's property whereby the demised premises
or any building or buildings, or alterations, additions, or improvements thereon,
shall be taken or occupied or attempted to be taken or occupied by someone other
than the Lessee. Further, Lessee hereby covenants and agrees with Lessor that in
the event the said demised premises, or any part thereof, shall be taken for any
public or quasi-public use under any statute or by right of eminent domain, this
Lease shall automatically terminate, as to the part so taken, as of the date possession
shall have been taken, and the rent reserved shall be adjusted so that Lessee shall
be required to pay for the remainder of the term that portion of the rent reserved
in the proportion that the said demised premises remaining after the taking for
public or quasi-public use bears to the whole of the said demised premises before
the taking for public or quasi-public use. All damages and payments resulting from
the taking for public or quasi-public use of the said demised premises shall accrue
to and belong to Lessor, and Lessee shall have no right to any part thereof.
XVI. DESTRUCTION.
Lessee, for and in consideration of this Lease and the demise of the said
premises, agrees and covenants with Lessor that if at any time during the term of
this Lease, or any extension or renewal thereof, the said demised premises shall
be totally or partially destroyed by fire, flood, earthquake, or other calamity,
then Lessor shall have the option to rebuild or repair the building or buildings,
and any alterations, additions, or improvements on the demised premises, in as good
condition as they were immediately prior to such calamity; provided, however, that
such rebuilding or repair shall be commenced within a period of thirty days after
notice in writing to Lessor of such destruction or damage. In such case, a just
and proportionate part of the rental herein specified shall be abated until such
demised premises shall have been rebuilt and repaired. In case, however, Lessor
shall within thirty days following notice in writing to him of such damage elect
not to rebuild or repair said premises, Lessor shall notify Lessee and, thereupon,
this Lease shall terminate and become null and void. Moreover, in no event, shall
Lessor have any duty or obligation to rebuild or repair any signs, shelving, moveable
furniture, equipment not affixed to the roof, walls, or floors as a permanent part
of the realty, or any other personal property owned or leased by the Lessee and
used to carry out the purpose for which Lessee is leasing the demised premises.
XVII. SIGNS
Lessor and Lessee covenant and agree that Lessee may at Lessee's own expense
erect and maintain a sign or signs to carry out the purpose for which Lessee is
leasing the said demised premises; provided, however, the location, type and design
of all exterior signs shall be first approved in writing by Lessor. Upon the expiration
of this Lease, or any renewal or extension thereof, Lessee shall remove such sign
or signs and shall repair any damage to the premises caused thereby at Lessee's
own
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expense. Further, at any time within thirty days prior to the termination of this
Lease, or any renewal or extension thereof, Lessor shall have the right to place
upon any part of said demised premises any "For Rent" or "For Lease" signs that
Lessor may select.
XVIII. TERMINATION AND REMEDIES.
It is expressly understood and agreed between the parties hereto, that
if the rent above reserved, or any part thereof, shall be in arrears or unpaid on
the day of payment whereon the same ought to be paid as aforesaid, or if default
shall be made in any of the covenants or agreements herein contained to be kept
by Lessee, Lessee's heirs, personal representatives, assigns, and successors in
interest, it shall and may be lawful for the Lessor, Lessor's heirs, personal representatives,
agents, attorneys, assigns, or successors in interest, at Lessor's election, to
declare said term ended and to re-enter the said premises, or any part thereof,
either with or without process of law, and to expel, remove, and to put out the
Lessee, or any other person or persons occupying the demised premises, using such
force as may be necessary in so doing, and to repossess and enjoy the same premises
again as in its first and former state, and to distrain for any rent that may be
due thereon any property belonging to Lessee, whether or not the same be exempt
from execution and distress by law, and Lessee in that case hereby waives any and
all legal rights which Lessee now has or may have, to hold or retain any such property
under any exemption laws now or hereafter in force in the State of New Mexico, or
in any other way. It is the intent of the parties hereto to hereby recognize in
Lessor, Lessor's heirs, personal representatives, assigns or successors in interest,
a valid first lien as provided by the laws of New Mexico, upon any and all goods,
chattels, and other property belonging to Lessee and located in said premises, as
security for the payment of said rent and fulfillment of the faithful performance
of the agreements, covenants, terms, and conditions hereof as herein provided, anything
hereinbefore mentioned to the contrary notwithstanding. And if at any time said
term shall be ended at such election of Lessor, Lessor's heirs, personal representatives,
assigns, or successors in interest, as aforesaid, or in any other way, Lessee, Lessee'
heirs, personal representatives, assigns, or successors in interest, do hereby covenant
and agree to surrender and deliver up the above-described premises and property
peaceably to Lessor, Lessor's heirs, personal representatives, assigns, or successors
in interest, immediately upon the termination of said term as aforesaid, and if
Lessee shall remain in possession of the same ten (10) days after ,notice of such
default, or after the termination of the Lease in any or the ways above named, Lessee
shall be deemed guilty of a forcible detained of said premises under the laws of
New Mexico and shall be subject to all the conditions and provisions above named,
and shall also be subject to eviction and removal forcible or otherwise, with or
without process of law as above stated. Further, it is covenanted and agreed by
and between the parties hereto that at any time after any such termination, the
Lessor may relet the demised premises, or any part thereof, in the name of the Lessor
or otherwise, for such term and on such conditions as the Lessor, in Lessor's sole
and absolute discretion, may determine, and may collect and receive the rent therefor.
Moreover, in the event Lessor relets the demised premises, or any part thereof,
it is explicitly understood and agreed by and between the parties hereto that the
term may be greater or lesser than the period which would otherwise have constituted
the balance of the term of this Lease, and the conditions may include free rent
of other concessions which may be reasonably required to induce another party to
lease the demised premises. Notwithstanding anything herein to the contrary, the
Lessor shall have no obligation hereunder to relet the demised premises, or any
part thereof, and shall in no way be responsible or liable for any failure to collect
any rent due upon such reletting. It is also covenanted and agreed by and between
the parties hereto that no such termination of this Lease shall relieve the Lessee
of its liabilities and obligations under this Lease, and such liabilities and obligations
shall survive any such termination. In the event of any such termination, whether
or not the demised premises, or any part thereof, shall have been relet, the total
remaining balance of the rent which would be due and payable for the remainder of
there term of this Lease, if this Lease were still in effect, less the net proceeds
of any reletting effected pursuant to the Lessor's sole discretion, after deducting
from the net proceeds all of the Lessor's expenses in connection with such reletting,
including, without limitation, all repossessions costs, brokerage commissions, legal
expenses, reasonable attorney's fees, alteration costs, and expenses of preparation
for such reletting, shall become immediately due and payable, as for liquidated
damages of the Lessee's default. Nothing herein contained, however, shall limit
or prejudice the right of Lessor to prove for and obtain as liquidated damages by
reason of such termination, an amount equal to the maximum allowed by any statute
or rule of law in effect at the time when, and governing the proceedings in which,
such damages are to be proved, whether or not such amount be greater than, equal
to, or less than the amount of the difference referred to above, and whether or
not such amount shall be immediately or otherwise due and payable. Further, it is
covenanted and agreed to by and between the parties hereto, that in addition to
other remedies provided for in this Lease, the Lessor shall be entitled to restraint
by injunction of the violation, or attempted or threatened violation, of any agreement
or covenant of this Lease, or to a decree specifically compelling performance of
any such agreement or covenant. The Lessee, the Lessee's heirs, personal representatives,
assigns and successors in interest, hereby expressly waives, so far as permitted
by law, the service of any notice of intention to re-enter provided for in any statute,
or of the institution of legal proceedings to that end. Lessee, the Lessee's heirs,
personal representatives, assigns, and successors in interest, also
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hereby expressly waives any right or redemption or re-entry or repossession or
to restore the operation of this Lease case the Lessee shall be disposed by a judgment
or by a warrant of any court or judge or in case of re-entry or repossession by
the Lessor. It is further covenanted and agreed by and between the parties hereto,
that the Lessee shall pay and discharge all costs, reasonable attorney's fees, and
expenses incurred by Lessor, lessor's heirs, personal representatives, assigns,
or successors in interest, in enforcing the covenants of this Lease, or incurred
by Lessor in pursuing any or all remedies which are or may be available hereunder
or allowed at law or in equity, or incurred by Lessor in connection with reletting
the demised premises.
XIX. LESSOR'S REMEDIES ARE CUMULATIVE.
The specified remedies to which the Lessor may resort under the terms
of this Lease are cumulative and are not intended to be exclusive of any other remedies
or means of redress to which the Lessor may be lawfully entitled in case of any
breach or threatened breach by the Lessee of any of the agreements and covenants
herein contained.
XX. WAIVERS.
Lessee, for and in consideration of this Lease and the demise of the said
premises, agrees and covenants with Lessor that the delay or omission in the enforcement
of any of the agreements and covenants herein contained, or in the exercise of any
Lessor's rights hereunder, shall not affect the duty of the Lessee to thereafter
faithfully fulfill and perform all of the agreements and covenants herein contained,
and that the failure, neglect, or omission of Lessor to terminate this Lease for
any one or more breaches of any agreements and covenants hereof, shall not be deemed
a consent by Lessor of such breach and shall not impede, impair, stop, bar, or prevent
Lessor from thereafter terminating this Lease, either for such violation, or for
prior or subsequent violations of any covenant or agreement hereof.
XXI. BINDING ON HEIRS, PERSONAL REPRESENTATIVES, ASSIGNS, AND SUCCESSORS IN
INTEREST.
It is understood and agreed by and between the parties hereto that the
agreements, covenants, terms, conditions, provisions, and undertakings in this Lease,
or in any extension or renewal thereof, shall extend to and be binding upon the
heirs, personal representatives, assigns, and successors in interest of the respective
parties hereto, as if they were in every case named and expressed, and shall be
construed as covenants running with the land; and wherever reference is made to
either of the parties hereto, it shall be held to and include and apply also to
the heirs, personal representatives, successors, and assigns of such party, as if
in each and every case so expressed.
XXII. ADDRESSES FOR NOTICES.
Any and all notices required or permitted to be given hereunder shall
be considered to have been given if in writing and delivered to the respective party
designated below upon the date of such personal delivery, or upon a date three (3)
days following the mailing of any such notice by certified or registered mail, return
receipt requested, addressed to the respective party at the respective address set
forth below, or at such other address as either party may furnish the other for
this purpose by written notification delivered or mailed to the other as herein
provided:
NOTICES TO LESSOR: as per page 1. NOTICES TO LESSEE: As per page 1.
XXIII. DECLARATION OF CONTRACTUAL LIABILITY.
If there is more than one party Lessee, the covenants and agreements of
the Lessee shall be joint and several obligations of each such party.
XXIV. GRAMMATICAL USAGE.
In construing this Lease, feminine or neuter pronouns shall be substituted
for those masculine in form and vice versa, and plural terms shall be substituted
for singular and singular for plural in any place in which the context so requires.
XXV. COVENANT TO EXECUTE ADDITIONAL INSTRUMENTS.
The parties hereto hereby agree to execute and deliver any instruments
in writing necessary to carry out any agreement, covenant, term, condition, or assurance
in this Lease whenever an occasion shall arise and request for such instrument shall
be made.
XXVI. SEVERABILITY.
If any provision of this Lease, or any application thereof, shall be declared
invalid or unenforceable by any court of competent jurisdiction, the remainder of
this Lease, and any other application of such provision, shall continue in full
force and effect.
XXVII. CAPTIONS.
The section headings are for convenience of reference only and shall not
otherwise affect the meaning hereof.
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XXVIII. GOVERNING LAW.
This Lease shall be governed by and construed in accordance with the laws
of the State of New Mexico.
XXIX. AMENDMENTS.
It is understood and agreed by and between the parties hereto that this
Lease shall not be altered, changed, or amended except by instrument in writing
executed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the
day year first above written.
JMP Company, Inc., a New Mexico
corporation Advanced Optics Electronics, Inc., a Nevada corporation Lessor
Lessee By /s/ MARK C. BACA
By /s/ LESLIE S. ROBINS
---------------------------------------- ----------------------------------------------------
Mark C. Baca, President Leslie S. Robins, Executive
Vice President
ACKNOWLEDGEMENTS
A. For a corporation or incorporated association.
STATE OF NEW MEXICO ) ss
COUNTY OF Bernalillo
This instrument was acknowledged before me on: January 8, 1999.
by Mark C. Baca, President of JMP Company, Inc., a New Mexico corporation.
[(NAME(S) OF PERSON(S) ]
/s/ MICHAEL D. LEACH
--------------------------------
(Notary Public)
My commission expires: 11-5-02
(Seal)
B. For a corporation or incorporated association.
STATE OF NEW MEXICO ) ss [S E A L]
COUNTY OF Bernalillo
This instrument was acknowledged before me on: January 6, 1999.
(DATE)
by Leslie S. Robins, Executive VP of
(NAME OF OFFICER) (TITLE OF OFFICER)
Advanced Optics Electronics, Inc. a Nevada corporation, on behalf of the
(NAME OF CORPORATION ACKNOWLEDGING) (STATE OF INCORPORATION)
/s/ VERRITY GERSHIN
--------------------------------------
(Notary Public)
My commission expires: 5-14-02
(Seal)
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