<PAGE>
EXHIBIT 10.15
UNPROTECTED TENANCY AGREEMENT
DRAWN AND SIGNED IN TEL AVIV, ON DECEMBER 26, 1996.
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Between:
Arbel Hafakot , Ltd.,
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POB 23829
Jerusalem 91236
(Hereafter: "the Lessor")
And:
Partec Ltd.
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CHAPTER 1
DEFINITIONS
In this contract, the following terms shall be assigned the following
definitions:
"The lot" Lot 46 in bloc 30075 of Yaffo Street, on the corner of Sarei
Yisrael Street.
"The building" Structure(s) built on the lot, which is known as Sha'arei
Ha'ir.
"The rented
premises" Offices on the 7th floor of the building according to the
blueprint appended to this contract, and which constitutes an
inseparable part thereof.
"The
management
company" A management company that provides maintenance services for
the building or for parts thereof, or that shall provide such
services.
"The price
index" The Consumer Price Index (CPI), which includes the prices of
fresh produce, and which is published by the Central, Agency
of Statistics and General Research, even if this index is
published by some other agency or official institution as well
as any other official index it may be replaced with, whether
or not the new index is based on the same data.
"The baseline
index" The index for the month of October 1996 as it was published on
November 15, 1996, and which at that time was 141.1 points.
"The
determining
index" The last known index at the time determined in the contract
for any payment of rent, or at the time of actual payment,
whichever is the latest of the two.
<PAGE>
"The rental
period" The rental period as provided for in section 3(b) of this
contract.
"The bank" Bank Leumi of Israel, Ltd.
"Interest" The areas interest rate for any sum that is in arrears and for
the arrears period at the highest rate of interest charged by
banks for exceptional overdrafts in debt accounts. The banks
confirmation of the interest rate shall constitute proof
positive of said rate.
PREFACE
WHEREAS The company is the owner of the real property known as lot 46
in Bloc 30075 in Jerusalem (hereafter: "the lot"); and
WHEREAS The lessor hereby declares that it is the owner of the rented
premises and is entitled to lease it out; and
WHEREAS It is the stated desire of the lessee to lease the premises
from the lessor for the duration and under the conditions
provided for in this contract; and
WHEREAS The lessor has agreed to lease the premises to the lessee
under the conditions of this contract;
IT IS THEREFORE AGREED, STIPULATED AND DECLARED BY THE PARTIES AS FOLLOWS:
1)
a) The preface to this contract shall constitute an inseparable part of
the contract.
b) The appendices to this contract shall constitute an inseparable part
of the contract.
c) The titles of the sections of this contract are for purposes of
clarification and convenience only, and do not constitute a part of
the contract and shall not be used for purposes of interpreting the
contract.
THE RENTAL, DURATION AND PURPOSES
WAIVER OF CLAIMS OF DISCREPANCY AND OTHER CLAIMS
2) The lessee hereby declares that he has seen the rental, premises, has
measured its area, has examined the possible uses of the premises, and has
found it suitable for his purposes and requirements and that the premises
are in good condition and that all systems are functional. The lessee is
leasing the premises in their existing state at the time of the signing of
this contract and hereby expressly waives any claims of discrepancy or any
other claim whatsoever regarding the premises, the possible uses of the
premises, (and his entering into this contractual agreement).
<PAGE>
THE LEASE AND ITS DURATION
3)
a) The lessor hereby leases the premises to the lessee, and the lessee
leases the premises from the lessor, for the period and for the
appropriate consideration provided for in this contract.
b) The duration of the lease shall be for a period of two years,
beginning on January 1, 1997, and ending on December 31, 1998.
c) The lessee is hereby offered an option (hereafter: "first option") to
extend the lease period by an additional two years, from January 1,
1999 until December 31, 2000. The first option can be exercised by
giving notice no later than September 1, 1998. Should such notice not
be received by September 1, 1998, the option shall expire.
d) Should the first option be exercised, the lessee shall be offered an
option (hereafter: "second option"), to extend the lease period by yet
another two years, from January 1, 2001 until December 31, 2002. The
second option can be exercised by giving notice no later that
September 1, 2002. Should such notice not be received by September 1,
2000, the second option shall expire.
4)
a) The parties shall not be entitled to end this lease except for the
manner provided for in this contract. Any party who breaches its
contractual obligations, as aforementioned, shall not thus be released
from its obligations under this contract, in whole or in part.
b) All provisions of this contract shall be in force for the entire
extended rental period subsequent to the exercise of an option.
5)
a) The purpose of the lease is to conduct business activities relating to
the promotion and business and project management in the rental
premises by the lessee only, and the lessee hereby promises not to
use the premises for any other purposes during the rental period,
unless he should first receive written authorization from the lessor.
b) The lessee, or any party associated with him, are soon to register as
a limited corporation registered in Israel, which shall conduct the
business for which the premises are being leased. It is hereby agreed
by the parties that lessee shall be entitled to assign to this
corporation all his rights and obligations under this contract, on the
condition that the lessee shall be the guarantor of all the new
lessee's contractual obligations. The phrasing of the guaranty shall
be as provided for in the appendix to this contract.
c) The lessor hereby undertakes to install a kitchenette in the rental
premises, in the location designated in the appended blueprint.
<PAGE>
RENTAL PAYMENTS, AND METHOD OF PAYMENT
6)
a) The lessee hereby undertakes to pay the lessor monthly rental fees for
the entire duration of this contract, as follows:
For the period of January 1, 1997 until December 31, 1998, a sum of
10,995NIS for each month's rent, whereas this sum is the equivalent of
$3,350 according to the representative exchange rate of the US Dollar
on the date of the signing of this contract.
Should the first option be exercised: for the period of January 1,
1999 until December 31, 2000, a sum of 12,094NIS for each month's
rent, whereas this sum is the equivalent of $3,685 according to the
representative exchange rate of the US Dollar on the date of the
signing of this contract.
Should the second option be exercised: for the period of January 1,
2001 until December 31, 2002, a sum of 13,292NIS for each month's
rent, whereas this sum is the equivalent of $4,050 according to the
representative exchange rate of the US Dollar on the date of the
signing of this contract.
(The rental fees described in this section shall hereafter be referred
to as; the basic rental fees").
The basic rental fees shall be paid with the addition of index linking
differentials so that each payment of rental fees shall be increased
at a rate identical to the increase rate of the determining index in
comparison with the baseline index.
b) Rental fees shall be paid as follows:
i) On January 1, 1997, the lessee shall pay all rental fees for the
year 1997.
ii) On the 1st day of October for each year, beginning with 1997 (and
if this date is not a day on which business is conducted, then
the day before), the lessee shall pay the lessor all rental fees
for the following calendar year.
Payment of rental fees shall be by bank transfer to the lessor's
bank account, the details of which the lessor shall provide to
the lessee.
VAT
7) To every payment the lessee is obligated to pay under the terms of this
contract, the lessee shall pay the amount due plus value added tax (VAT) at
the rate in force at the time. For each such payment, the lessor shall
provide an invoice to the lessee.
<PAGE>
ADDITIONAL PAYMENTS TO BE MADE BY THE LESSEE
8)
a) In addition to the payment of rental fees the lessee hereby undertake
to pay the following payment to the lessor for the entire duration of
the lease period:
i) All municipal and government taxes, property taxes, fees, and
levies and any other mandatory taxes or payments that are in
force or shall be enforced on the holders of real properties for
the rental premises and for the use of said premises or upon any
operator or manager of any business on said premises.
ii) All the fees and payments for water and electricity for the
premises.
iii) Payments due to the management company according to the terms of
the management contract.
The aforementioned payments shall be paid directly to the
appropriate authorities unless the lessor expressly requests the
payments to be made through him, in which case the lessor will
provide the lessee an invoice for such payment.
b) In the event that any of the payments that the lessee is required to
make under the terms of this section are based on a bill that applies
to the entire building or to a section of the building, the lessee
shall pay the lessor according to a determined gauge applying to the
premises. If no such gauge exists, the lessee shall pay his relative
share as determined by the lessor or the lessor's representatives.
c) Any payment of the payments provided for in this section shall be paid
by the lessee on the legal due date, to the appropriate authority or
other proper recipient.
d) The lessee hereby undertakes to present to the lessor, from time to
time according to the lessor's request, upon the lessor's first
request, all receipts and/or certifications attesting to the fact that
the payments required to be made under the terms of this contract were
indeed made.
e) In the event that one party shall pay, for any reason whatsoever, some
payment that is due to be made by the other party, the obligated party
shall be required to repay the party that made the payment the full
amount paid on its behalf, immediately upon the paying party's
request, with added interest. For purposes of this provision, the
lessor's bills shall constitute prove positive of the matter.
<PAGE>
THE LESSEE'S OBLIGATIONS
9)
a) The lessee hereby undertakes to obtain, at his own expense, all the
licenses and permits, present and future, required by the controlling
authorities for conducting his business on the rental premises, and to
fulfill, at his own expense, any conditions imposed by said
controlling authorities in order to receive or renew such permits
and/or licenses.
The lessee's failure to obtain and/or renew said licenses and permits,
or any of them, shall not constitute a cause for breaching or
b) The lessee hereby undertakes to follow all rules, and regulations,
including Bylaws, that are in force or that shall be enforced,
relating to the rental premises, on the use of said premises, and on
the business operating on said premises, for the entire duration of
the lease. Should the lessee fail in any obligation placed upon him
under the terms of this section, he shall compensate the lessor for
the breach and/or for any direct or indirect damages caused by said
failure.
c) The lessee hereby promises that he will not use the rental premises or
any part thereof in a manner that causes unreasonable noise, odor,
tremor, pollution and/or smoke and/or that shall cause any disturbance
to his neighbors, according to the standards practices in the area in
which the rental premises are located.
The lessee shall bear the expense of any fines that are imposed by the
municipal authorities and/or any governmental institution, if such are
imposed, due to a breach of the terms of this section. Should such
fines be imposed upon the lessor due to any act or omission of the
lessee, the lessee shall reimburse the lessor upon the lessor's
request, for the full sum of the fines.
d) The lessee shall notify the local authorities and the electric company
in writing of his leasing of the premises, the duration of the lease,
and/or any other details required, and shall send copies of these
notices to the lessor. Such notice and copies shall be sent within a
reasonably short time after the signing of this agreement.
SIGNS
10) The lessee shall be entitled to place a sign or signs on the premises, but
only in the areas of the building designed for this purpose, and only after
the shape and type of sign is approved by the lessor.
LIMITATIONS OF USE
11) The lessee hereby promises not to store or keep any materials, tools,
equipment or any other chattel on the building premises or on the lot
outside the building, and the lessee shall not be entitled to use the lot
and/or any part of the building, except for the lease premises, for any
purpose whatsoever, except for the purpose of direct access to the rental
premises.
<PAGE>
MANAGEMENT OF THE BUILDING
12)
a) The lessee hereby promises to abide by all the building's regulations,
as set in the building charter, if such exists, and/or any rule or
regulations set from time to time by the management company.
b) In addition, and notwithstanding the other obligations incumbent upon
the lessee, the lessee undertakes to sign a management agreement with
the management company, at the signing of this rental agreement, which
shall be provided to him by the management company. The lessee
undertakes to pay the management company maintenance fees for the
entire duration of the lease, as well as other fees that are due under
the management agreement. Failure to pay any lawful payment to the
management company shall constitute a breach of this rental agreement
identical to a failure to pay rental fees, and the remedies shall be
identical.
c) At the sole discretion of the lessor or at the request of the
management company, the lessee shall sign the management agreement and
the lessee shall sign an obligation to the lessor to pay any sum due
under the management agreement and to abide by any obligation placed
upon the lessor according to said management agreement. The lessee
shall reimburse the lessor for any charge with which the lessor is
charged due to any act or omission of the lessee.
13)
a) The lessee hereby undertakes to make reasonable use of the rental
premises, to maintain the cleanliness of the rental premises and of
the building, and to prevent any damage and/or unreasonable
deterioration of the rental premises.
b) The lessee shall be required to repair, immediately and at his own
expense, to the satisfaction of the lessor, any damage and/or
deterioration caused to the rental premises by the lessee and/or by
the lessee's employees and/or by the lessee's clients, and/or due to
the lessee's use of the rental premises, except for deterioration
caused by wear and tear caused by reasonable use.
c) In the event that the lessee fails to perform any repair he is
obligated to perform under the provisions of subsection (b) herein,
the lessor or the lessor's representatives shall be entitled, but not
obligated, to perform said repair and the lessee shall be obligated to
reimburse the lessor for the cost of the repair with interest, upon
the lessor's request.
<PAGE>
d) The lessor shall be responsible for performing any repairs upon the
rental premises that are not within the lessee's areas of
responsibility, and which are necessary in order to make reasonable
use of the premises. Should such a repair not be performed within a
reasonable time of the lessor's receipt of written notice of the
required repair from the lessee, the lessee shall be entitled, after
providing reasonable notice to the lessor, to perform the repair and
be reimbursed for the cost of the repair with interest.
Notwithstanding the aforementioned provisions of this section, if the
repair is related to the warranty on the premises or their inspection
by the contractor who constructed the building or a representative of
the contractor, the lessor shall not be responsible for the repair on
the condition that the lessor gave notice to the contractor of the
required repair. However, in the event that the damage or fault
prevents the lessee's ongoing business activities, and the contractor
fails to perform the repair, the parties shall cooperate to the best
of their abilities in order to ensure the immediate repair of the
fault or damage.
14)
a) The lessee hereby promises that upon entering the leased premises, he
shall perform no changes and/or additions and/or construction of any
kind without first securing the approval of the lessor in advance and
in writing, and following all the conditions for such approval imposed
by the lessor.
b) Notwithstanding the aforementioned provisions of subsection (a), any
change and/or addition made to the rental premises and which abide by
the provisions of this section shall remain on the rental premises at
the end of the lease period and shall constitute and inseparable part
of said premises. The lessor shall not be required to pay the lessee
any consideration for such changes and/or additions, though the lessor
may require the lessee to return the premises to their original
condition, which the lessee shall be obligated to do at his own
expense and to the satisfaction of the lessor, by the end of the lease
period.
15) The lessee shall be responsible for any damage of any kind caused to the
rental premises and/or to the building (except for damage caused by normal
wear and tear from reasonable use of the premises) and/or to any third
party present on the rental premises and/or in the building and which are
the result of any action and/or omission of the lessee, the lessee's
employees, the lessee's representatives, the lessee's clients and/or due to
any business activity the lessee conducts on the rental premises and/or the
building premises. No provision of this section shall prohibit the lessee
from making a claim against any third party that the lessee believes to
have caused said damage and/or join such a third party in any suit against
the lessee by the damaged party or by the lessor.
The lessee hereby undertakes to compensate and/or indemnify the lessor,
upon the lessor's request, for any damages ordered against the lessor due
to any harm as provided for in this section and for any expense that the
lessor is liable to incur and/or that the lessor is required to pay in
connection with any of the aforementioned damages, including legal fees.
The aforementioned is conditioned upon the lessor's providing the lessee
with notice of any legal action or claims made upon the lessor by a third
party and the lessor's providing the lessee with an opportunity to defend
himself regarding such action or claim.
<PAGE>
INSURANCE
16)
a)
i) The lessee hereby undertakes to insure, at his own expense, his
activities on the rental premises with employee's insurance as
well as third party liability insurance. The premium of such
policies shall be of a reasonable sum, and the name of the lessor
shall be added as an insured on said policies, with no
indemnification by the lessor. The third party insurance shall be
subject to the "cross liability" clause according to which the
insurance shall be considered as if provided separately for each
unit of the insured.
ii) The lessee hereby undertakes to insure the content of the rental
premises. The premium of this policy shall be of a reasonable sum
and the lease shall be received from the insurer a release from
any right for indemnification regarding the rental premises.
iii) The lessee shall present to the lessor upon the lessor's request
any policy obtained by the lessee under the provisions of this
section, and the lease shall update the coverage amounts and/or
made any other changes in the policy as required.
b) In order to remove any doubt, it is hereby clarified that the lessor
shall not have any liability whatsoever to the lessee for any damage
that is caused to the lessee and/or the lessee's property and/or the
lessee's business, for any reason whatsoever.
c) The lessee hereby undertakes to avoid any action or activity on the
rental premises that are liable to increase the insurance rate for
insuring the premises, in a policy for the building or any part of it.
ACCESS AND REPAIRS
17)
a) The lessee hereby promises to allow the lessor and/or the lessor's
employees and/or the lessor's representatives, including the employees
of the building contractor who are performing warranty repairs or
inspections on the building premises, to enter the rental premises
during regular business hours and in coordination with the lessee in
order to inspect the rental premises and/or to perform repairs on the
premises and/or to show the premises to potential purchasers and/or
renters, under the condition that such access does not detract from
the lessee's reasonable use of the rental premises and/or that the
lessee's comfort be disrupted to the minimal extent.
Should the lessee be caused any loss of income due to repairs
performed as described in this section, he shall not be entitled to
any compensation from the lessor.
<PAGE>
b) The lessee is aware that the building contractor is likely to continue
to perform construction and development work on the building and/or on
the lot, as he sees fit, and the lessee shall not object to the
performance of such work so long as said work in no way affects the
lessee's reasonable use of the rental premises.
TRANSFER OF THE RENTAL PREMISES
18)
a) The lessor shall be entitled to sell mortgage and transfer his rights
in the building and/or in the rental premises, or any part of said
rights, at his sole discretion and with no requirement of securing the
lessee's agreement to such a transfer, provided that any transferee
undertakes all the lessor's obligations under this agreement.
b) Subject to the provisions of section 5(b) herein, the lessee promises
not to transfer any of his rights under this agreement to any person
and/or corporation, whether registered or unregistered, nor to
transfer or assign or sublet the rental premises or any part thereof,
not to allow any person and/or corporation, whether registered or
unregistered, to use the rental premises or any part thereof nor to
include any persons or corporation as aforementioned in his holding
rights regarding the rental premises or any part thereof, without the
lessor's advance written permission.
RETURN OF THE PREMISES TO THE LESSOR
19) The lessee hereby promises that at the end of the lease period or at such
time that this agreement should expire previous to the end of the lease
period for reasons provided for herein, the lessor shall vacate the
premises of any person or property and shall deliver said premises to the
lessor in good and usable condition, except for wear and tear caused by
reasonable use, and subject to the provisions of section 14(b) herein.
At this given time, the lessee shall provide the lessor copies of receipts
from the proper local authorities and from the electric company regarding
the full payment of any charges imposed according to section 8 herein.
<PAGE>
REPAIRS AFTER VACATING THE PREMISES
20) It is hereby stipulated and agreed by the parties that if at the time the
lessee vacates the premises and returns them to the lessor the premises are
not in the condition provided for in section 19 above, then without
releasing the lessee from his obligation to return the premises to the
conditions required by this agreement, the lessor shall be entitled, though
not required, to perform any and all work required at his sole discretion,
in order to bring the premises to the aforementioned good and usable
condition in which the lessee is required to return the premises to the
lessor. The lessee shall be obligated to reimburse the lessor, upon the
lessor's request, for the costs of performing such repairs with interest,
and to compensate the lessor for any damages, losses or prevention of
profit caused by the condition of the premises and/or from the need to
improve the condition of the premises.
NON-VACATION OF THE PREMISES
21)
a) Should the lessee not vacate the premises at the time specified in
section 19 herein, then without detracting from the lessor's right to
exercise his right to receive the rental premises through any legal
means he should desire, the lessee shall be obligated to pay the
lessor the predetermined compensation of 750NIS (Seven Hundred and
Fifty New Israeli Shekels) for every day the lessor occupies the
premises beyond the lease. This sum shall be linked to the baseline
index from the date of signing this agreement until payment is
actually made. It is hereby declared expressly by the parties that the
agreed compensation specified in this section has been determined
after a careful estimation and that the lessee is hereby enjoined from
claiming that this sum was determined with no relation to the damages
that could be foreseen at the time of agreement is entered into, and
as a reasonable consequence of the lessee's failure to vacate the
premises.
b) It is hereby stipulated and agreed by the parties expressly that
nothing stated in subsection (a) herein shall release the lessee from
his obligations as provided for in section 19 herein and/or to grant
the lessee any right to continue and hold the premises and/or to
constitute any relinquishment of rights by the lessor and/or to
detract in any way whatsoever from the rights of the lessor to pursue
redress including, but in no way limiting any other remedies or rights
provided from herein, evicting the lessee from the rental premises.
22)
a) In the event that the lessee materially breaches this agreement, then
the lessor shall be entitled to void this agreement, clear out the
premises at the lessee' s expense and with no need for an eviction
order, and reclaim possession of the premises, all this without in any
way detracting from any other available remedy, and on the condition
that the lessee has not remedied the material breach within 7 days of
the date on which he was requested to do so. For breaches that are not
material breaches the lessor shall be entitled to void this agreement
after giving 14 days notice to the lessee to remedy the breach, if the
breach is not then remedied to the lessor's satisfaction.
<PAGE>
b) Should the events described in subsection (a) come to pass, the lessor
shall be entitled to rent out the premises to another party, which is
no way shall detract from the obligations of the lessee to continue
and pay rental fees until such new rental actually takes place and/or
to pay any difference in rental fees should the new lease be made at a
lower rate. Nothing stated in this section shall be deemed to release
the lessor from his obligation to act reasonably and mitigate his
damages.
Nothing stated herein shall in any way detract from any rights the
lessor has to take legal action and obtain execution of the provisions
of this agreement and/or to make legal claims against the lessee for
compensation for any type of damage caused to the lessor as a result
of the lessee's breach of this agreement.
c) A breach of sections 6, 8, 9, 12, 14, 16, or 19 shall be considered a
material of this agreement.
NON-APPLICABILITY OF THE LANDLORD/TENANT LAW
23) The lessee hereby expressly states:
a) That he has not paid and will not pay the lessor any sum whatsoever
for his agreement to lease the premises to him, whether as key monies
or as participation in the lessor's investment in the building or in
any other manner, except for the rental fees provided for in this
agreement.
b) That he is aware that the construction of the rental premises was
completed after the day of August 20, 1968, and that the premises was
first rented out after this date.
c) That he is aware that there is no tenant, nor was there a tenant, who
is entitled to hold the rental premises and that the rental premises
are not leased with key monies.
d) That the lease provided for in this agreement is not a protected lease
and that the landlord/tenant law of 1972 (combined version) shall not
apply to the lease, nor any regulations based upon the law.
e) That at the time he vacates the rental premises, the lessor shall not
be entitled to any payment whatsoever from the lessor and/or from a
substitute tenant, not as key monies and not as payment for
improvements made upon the premises and not in any other manner.
24) In the event that the lessee becomes a corporation or partnership, the
lessor shall be entitled to void this agreement immediately upon the
initiation of proceeding to liquidate the lessee, including the event that
a temporary liquidator or a receiver or a receiver and manager is
appointed, or any other official appointment is made, whether temporary or
permanent, except for the event that the lessor goes through a voluntary
liquidation, that the lease shall revert to the original lessee beginning
on the day of petition for liquidation is filed.
<PAGE>
25) Should the lessee fall behind in any payment of any sum whatsoever that he
owes the lessor, any sum paid by the lessee to the lessor shall be applied
first to any interest due on said payment, then to index linking
differentials, and finally to the capital of the debt, and in the event
that collection of any such debt causes any expenses to be incurred by the
lessor, any sum then paid by the lessee to the lessor shall first be
applied to these expenses, and only then applied in the order stated above.
26) The stamping fee for this agreement shall be paid by the lessee.
27) Omission, delay or waiver by the lessor in the realization of any of his
rights under this agreement that are not done expressly and in writing,
shall not be considered as a waiver, impediment, agreement, or admission on
his part, and he shall be entitled to exercise any of his rights under this
agreement at any time, and shall in no way be restricted from doing so.
28) The lease hereby waives any right he might have by law to offset payment
against the lessor. Likewise, he also waives his right to offset any sums
that are due to him from the lessor against the management company.
29)
a) The provisions of this rental agreement reflect the full agreement of
both parties and cancel any contracts, promises or obligations that
were made, if such were made, between the parties before the signing
of this agreement.
b) Any alteration to this agreement and any addition to it shall be
invalid unless done in writing and signed by both parties.
30) In order to ensure the full compliance of the lessee with his obligations
to the lessor, the lessee shall provide the lessor a signed promissory note
for the sum of $42,000, with no date. The note shall be deposited in trust
with Attorney Zvi Nixon. Should the lessor have a claim against the lessee
for breach of this agreement, he shall be entitled to request Attorney
Nixon to fill out the necessary details of the note. Attorney Nixon shall
notify the lessee by registered mail of the lessor's claim, at the address
listed herein, and shall release the note to the lessor after 10 days from
the date of notice.
To ensure payment of rental fees for the year 1997, the lessee shall
deposit a sum equivalent to $10,000 in Attorney Nixon's trust account. This
sum shall be returned to the lessee after evidence of payment of the rent
for 1997 is presented.
31) Any notice sent by one party to another at the addresses listed in the
preface to this agreement shall be considered to have been received 72
hours from the time sent by registered mail, or 24 hours of being delivered
by a delivery service to the recipient.
IN EVIDENCE OF WHICH COME THE PARTIES SIGNED BELOW,
/s/ Morris Laster
__________________________ ________________________
The Holder The Company
<PAGE>
APPENDIX
Promissory Note
I,______________________________, signed below, hereby promise with full and
irrevocable Guarantee of payment to_________________________________(hereafter:
"the lessor") that I will fully abide by each and every obligation of
_____________________________________ (hereafter: "the lessee") under the rental
agreement signed between the lessor and the lessee for the rental premises
located at lot 46 of bloc 30075 on Yaffo Street, on the corner of Sarei Yisrael
Street-and any extension of said agreement.
I am aware that my guarantee of payment is a precondition of the contract
between the lessor and the lessee.
My guarantee is complete and irrevocable and cannot be voided or assigned to any
other party in any manner whatsoever. I hereby waive any prior claim upon the
lessee. I agree that sections 5, 6, 7, 15(a) of the Guarantor Law of 1967 shall
not apply to this promissory note.
______________________________
Guarantor
