EXHIBIT 1028
SUBLEASE AGREEMENT
This SUBLEASE is made this ___ day of July, 2001, between
TechSpan, Inc., a Delaware corporation ("TechSpan"), and Viador, Inc., a
_____________ corporation ("Viador").
WHEREAS Benicia Associates, a California corporation, as lessor
("Master Lessor"), and ST Microwave, a Delaware corporation, as lessee, entered
into a lease dated October 18, 1990, attached hereto as part of Exhibit A, with
respect to certain premises consisting of approximately 34,656 square feet
located at 000-000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxx.
WHEREAS Benicia Associates, as lessor, ST Microwave, as assignor, and
Signal Technology Corporation, a Delaware corporation, as assignee, entered into
a First Amendment to Lease dated September 9, 1996, attached hereto as part of
Exhibit A, that assigns all the rights and obligations under the Lease from ST
Microwave Corporation to Signal Technology, extended the term of the Lease and
expanded the premises to include the remaining 19,624 square feet of space in
the building (collectively referred to as the "Building"). The Building is
situated on a parcel of land consisting of approximately 135, 907 square feet
APN 000-00-000 (the land and Building are collectively referred to as the
"Property").
WHEREAS Signal Technology Corporation ("Signal"), as sublessor, and
TechSpan, as sublessee, entered into a Sublease Agreement, dated July 15th,
2000, with respect to a certain portion comprising approximately 9,945 square
feet ("Premises") of the Property.
WHEREAS TechSpan, as sublessor, wishes to sublease the entire 9,945
square feet of the Premises to Viador, as sublessee, and Viador wishes to
sublease a portion of the premises from TechSpan upon the terms and conditions
herein contained.
In consideration of the covenants and promises contained in this
Sublease, the parties hereto agree as follows:
1. Subleased Premises. Signal agrees to sublease to Viador, and
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Viador agrees to sublease from TechSpan, that portion of the Building,
consisting of approximately 9,945 square feet ("Premises"), upon the terms and
conditions herein contained.
2. Viador's Share of Operating Expenses. Viador's Share of the
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Common Operating Expenses shall be 18.32%. The Building is a total of 54,280
square feet.
3. Term and Termination. This Sublease shall be a month-to-month
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sublease commencing on July 19, 2001. Either party may terminate the agreement
upon 30 days written notice to the other party, or, if not terminated earlier,
the sublease shall terminate on November 30, 2003 (the "Term"). The Premises
shall be fully demised and ready for occupancy on the commencement date.
4. Rent.
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4.1 Monthly Rent. Viador agrees to pay TechSpan monthly
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rent in the amount of Thirty-Six Thousand Fifty and
63/100ths Dollars ($36,050.63) from July 19, 2001,
(the "Monthly Rent") payable in advance on the first
day of each month without any prior demand and
without any deduction or offset whatsoever. Monthly
Rent and Additional Rent, as defined herein, for any
period during the Term which is for less than one
month of the Term shall be a pro rata portion of the
monthly installment based on a 30-day month. Monthly
Rent for the first month of the Term shall be paid by
Viador upon consent of Signal to the terms of this
Sublease.
4.2 Additional Rent. In addition to Monthly Rent, Viador
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shall pay to TechSpan, Viador's Share (as specified
in Paragraph 2) of all Common Operating Expenses, as
hereinafter defined, during each calendar year of the
term of this Lease, in accordance with the following
provisions:
4.3 Viador's Share of the Common Operating Expenses is
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defined to include:
(a) All costs incurred by Signal under the Master
Lease directly attributable to the operation, repair
and maintenance of the Premises and as further
specified in Paragraph 7 of the Master Lease and
Paragraph 5 of the First Amendment of the Master
Lease.
(b) The actual cost of water, gas and electricity to
the Premises and a pro rata share directly
attributable to the Premises for any utilities not
separately metered.
(c) Actual trash disposal, pest control services,
security services, and the costs of any environmental
inspections directly attributable to the Premises.
(d) Real Property Taxes directly attributable to the
Premises.
(e) The actual cost of the premiums for insurance
directly attributable to the Premises as maintained
by the responsible party under Paragraph 8 of the
Lease.
(f) Any deductible portion of an insured loss
concerning the Premises or Viador's Share of the
Common Areas.
(g) Any other services to be provided by Master
Lessor that are stated elsewhere in the Master Lease
to be a Common Operating Expense directly
attributable to the Premises.
4.4 Specific Expenses. Any expense and real property
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taxes that are specifically attributable to (a) the
Viador's Premises or (b) the remaining portion of the
Building leased by Signal, shall be allocated
entirely to the parties associated with said cost or
expense.
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4.5 Payment. Viador's Share of Common Operating Expenses
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shall be payable by Viador within ten (10) days after
a reasonably detailed statement of actual expenses is
presented to Viador.
Any and all sums Viador is obligated to pay under the terms of this Sublease
shall be construed as rent obligations in addition to the Monthly Rent set forth
in this Sublease. In addition, such additional rent shall include a service
charge of Twenty-Five Dollars ($25.00) for each of Viador's dishonored checks
returned by the institution on which said checks are drawn. If, at any time
during the term of this Sublease, Viador has tendered payment by check and
Viador's bank has returned more than one such payment for any reason, including
insufficient funds, TechSpan may, at its option, require that all future
payments be made by cashier's check.
5. Security Deposit. Viador shall provide a security deposit
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("Security Deposit") in the amount of Thirty-Six Thousand Fifty and 63/100ths
Dollars ($36,050.63), for the full and faithful performance by Lessee of its
obligations under this lease.
If a monetary event of default under the Lease occurs, Lessor may, but without
obligations to do so, use the Security Deposit as required to cure the monetary
event or default and / or to compensate Lessor for losses, expenses, and damages
sustained (including, but not limited to, reasonable legal and other related
expenses). In the event the Lessor should use the Security Deposit, Lessee shall
increase the Security Deposit to equal the amount initially required within five
(5) days.
The Security Deposit shall be delivered to TechSpan, in a form acceptable to
TechSpan, not later than one month after signing of the Lease.
If Viador performs each of its obligations under this Sublease, the Security
Deposit, or any balance thereof, including interest thereon, shall be returned
to Viador within sixty (60) days after the later of the expiration of the
Sublease term or the date Viador vacates the Premises.
6. Alterations. No alteration or improvements shall be made by
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Viador to the Premises, except in accord with the Master Lease and the
Sublease, and only with the prior consent of Master Lessor and Signal.
Signal's consent shall not be unreasonably withheld, delayed or conditioned.
7. Condition of Premises. Viador has thoroughly inspected the Premises
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and accepts them in their present condition, AS IS WITH ALL FAULTS. Viador
acknowledges that neither TechSpan nor any agent of TechSpan has made any
representation as to the condition of the Premises or their suitability for the
conduct of Viador's business. Viador and TechSpan expressly agree that there are
and shall be no implied warranties of merchantability, habitability, fitness for
a particular purpose or any other kind arising out of this Sublease, and there
are no warranties that extend beyond those expressly set forth in this Sublease.
Signal represents that neither Signal nor the Lessor have knowledge of any
defaults under the Master Lease, First Amendment to the Master Lease, any
improper, immoral, unlawful or objectionable purpose involving past use of the
Premises, and further have no knowledge of any violations of any environmental
laws, including federal, state or local laws, statute, ordinance, regulation or
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order pertaining to the health, industrial hygiene, environmental conditions or
hazardous substances or materials related to the Premises.
8. Signage. TechSpan shall provide to Viador exclusive access and use
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of 50% of the monument sign that is located directly in front of the Premises
for the duration of the term. Viador shall be financially responsible for any
artwork or other charges related to alteration of the signage. At the end of the
term, Viador shall be financially responsible for converting the sign back to
the original condition in which it was received.
9. Master Lessor's Services. Under the Master Lease the Master Lessor
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is obligated to provide Master Lessee with certain operating services,
maintenance and repairs (collectively "Lessor's Services"). TechSpan has no
obligation to furnish any of Lessor's Services and will not be liable for any
disruption or failure of such services. Upon receipt of written complaint from
Viador, to the extent of its rights under the Sublease, TechSpan shall make
demand upon Master Lessor to take all appropriate action for the correction of
any defect, inadequacy or insufficiency in Master Lessor's provision of Lessor's
Services. Viador shall have any and all rights under this Sublease that TechSpan
would have against the Master Lessor for failure to provide services to Master
Lessee under the Master Lease and the First Amendment to Master Lease.
10. Viador's Maintenance and Repairs. Viador shall, at its expense,
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maintain the Premises, including, without limitation, all improvements to the
Premises, in good order, condition and repair, excepting only reasonable wear
and tear. Neither TechSpan nor the Master Lessor have any knowledge of any
violations of the Master Lease or First Amendment to Master Lease concerning
keeping the Premises, including all improvements to the Premises, in good order,
condition and repair, excepting only reasonable wear and tear. Upon receipt of
written complaint from Viador, to the extent of its rights under the Sublease,
TechSpan shall make demand upon Master Landlord to perform any of its repairs
obligations pursuant to the Master Lease. To TechSpan's knowledge, the premises
and improvements are in working order.
11. Use. Viador shall use the Premises as permitted in the Master Lease
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and as further provided in this paragraph concerning Viador's software
development work. Viador shall not do or permit anything to be done in or about
the Property that will in any way interfere with the rights of other occupants
of the Building, or injure or annoy them, or use or allow the Premises to be
used for any improper, immoral, unlawful or objectionable purpose; nor shall
Viador cause, maintain or permit any nuisance in, on or about the Premises or
the Building. Viador shall not commit or suffer to be committed any waste in or
about the Premises or the Building.
12. Defaults. Any of the following occurrences shall constitute a
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default by Viador:
12.1 Failure to Pay Money When Due. If Viador fails to
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make any payment of Monthly Rent, Additional Rent,
Security Deposit or any other payment required to be
made by Viador hereunder, as and when due, for a
three-day (3-day) period after written notice from
TechSpan.
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12.2 Other Breaches. If Viador fails to observe or perform
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any other provision of this Sublease for a seven-day
(7-day) period after written notice from TechSpan.
The seven-day grace period shall not apply to
Viador's breach of its obligations to maintain
insurance coverages hereunder or with respect to any
specified default under the Sublease or Master Lease
that provides a xxxxxx xxxxx period (in which case
such default shall have the grace period so
specified).
13. Remedies. In event of any default by Viador, TechSpan
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shall have all the remedies provided pursuant to Section 23 of the
Master Lease and by applicable law. TechSpan may resort to its remedies
cumulatively or in the alternative.
14. Insurance. Viador shall obtain and keep in full force and effect,
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at Viador's sole cost and expense, during the Term all insurance required to be
maintained by the "Lessee" and "Sublessee" under the Master Lease and the
Sublease, respectively; provided that TechSpan shall, along with the Master
Lessor, also be named as an additional insured under Viador's commercial
liability and property policies. The limits of insurance required under this
provision shall be reasonably reduced to an amount reflective of Viador's use of
the Premises as defined in paragraph 1 of this agreement.
Within five (5) days after the execution of this Sublease, and in no event after
commencement of the Term, Viador shall deliver to TechSpan copies of policies or
certificates complying with this Sublease, in form satisfactory to TechSpan. No
such policy shall be cancelable or reducible in coverage except after thirty
(30) days prior written notice to TechSpan. If Viador fails to obtain, maintain
and/or provide evidence of insurance required hereunder, TechSpan may obtain the
same and Viador shall, upon demand, reimburse Signal for the cost thereof. No
such action by TechSpan or reimbursement from Viador shall be a waiver of
default or other remedies. In no event shall the limits of such policies be
considered as limiting liability of Viador under this Sublease.
15. Waiver of Recovery. TechSpan and Viador shall each release and
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relieve the other, and waive their entire rights of recovery for loss or damage
to property located within or constituting a part or all of the Premises or the
Building to the extent that the loss or damage is covered by (a) the injured
party's insurance, or (b) the insurance the injured party is required to carry
under Section 12, whichever is greater. This waiver applies whether or not the
loss is due to the negligent acts or omissions of TechSpan or Viador, or their
respective officers, directors, employees, agents, contractors, or invitees.
Each of TechSpan and Viador shall have their respective property insurers
endorse the applicable insurance policies to reflect the foregoing waiver of
claims, provided, however, that the endorsement shall not be required if the
applicable policy of insurance permits the named insured to waive rights of
subrogation on a blanket basis, in which case the blanket waiver shall be
acceptable. Viador shall have all rights that TechSpan has under the Master
Lease and First Amendment to Master Lease against Master Lessor and Master
Lessee that TechSpan would have for any defaults or other wrongful conduct
prohibited by the Master Lease and First Amendment to Master Lease.
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Viador shall also, in exchange for their consent to this Sublease, release and
relieve Master Lessor and Master Lessee, and waive its entire right of recovery
for loss or damage to property located within or constituting part or all of the
Premises or the Building to the extent that the loss or damage is covered by:
(a) their insurance, or (b) the insurance that they are required to carry under
the Master Lease or Sublease, whichever is greater. This waiver applies whether
or not the loss is due to the negligent acts or omissions of Master Lessor or
Master Lessee, or their respective officers, directors, employees, agents,
contractors, or invitees. Viador shall have its property insurers endorse the
applicable insurance policies to reflect the foregoing waiver of claims,
provided, however, that the endorsement shall not be required if the applicable
policy of insurance permits the named insured to waive rights of subrogation on
a blanket basis, in which case the blanket waiver shall be acceptable.
Viador shall be entitled to request to Master Lessor and Master Lessee that they
provide a similar waiver to Viador upon such terms and conditions as the Master
Lessor and Master Lessee may require.
16. Liability of TechSpan. TechSpan shall have no personal liability
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under this Sublease. Viador shall look solely to rents, issues and profits from
the Premises for the satisfaction of any judgment or decree against TechSpan
based upon any default under this Sublease, and no other property or assets of
TechSPan shall be subject to levy, execution or other enforcement procedures for
satisfaction of any such judgment or decree.
17. Indemnification. Viador will defend, indemnify and hold harmless
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TechSPan from all claims, costs, losses, liabilities, judgments and damages,
including actual attorney's fees, on behalf of any party for any bodily injury
or property damage caused by or arising in connection with: (i) the use,
occupancy or condition of the Premises by Viador; (ii) the negligence or willful
misconduct of Viador or its employees, contractors, agents or invitees; or (iii)
a breach of Viador's obligations under this Sublease or under the provisions of
the Sublease and Master Lease assumed hereunder; provided that Viador shall not
indemnify and hold harmless TechSpan for TechSpan's negligence and willful
misconduct. Viador's indemnifications herein shall survive termination of this
Sublease.
18. Master Lease and Sublease.
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18.1 Subordination. This Sublease is subject and
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subordinate to the Master Lease, to all ground and
underlying leases, and to all mortgages and deeds of
trust which may now or hereafter affect the Property,
and to any and all renewals, modifications,
consolidations, replacements and extensions thereof.
If for any reason the Master Lease or the Sublease
terminates before the expiration of the Term hereto,
this Sublease shall also terminate and Viador waives
all claims against Master Lessor, Signal, and
TechSpan respectively, for any such early termination
of this Sublease provided that such early termination
was not caused by the default of such party.
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18.2 Adherence to Terms of Master Lease and Sublease.
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Notwithstanding anything to the contrary herein
contained, Viador agrees to assume and be bound by
all obligations and responsibilities of Signal and
TechSpan as as "Sublessees" under the Subleases
including their obligations under the Master Lease as
set forth in the Subleases (excepting with respect to
payment of Monthly Rent, Additional Rent, Security
Deposit, and any other payment set forth herein which
shall be governed by this Sublease).
Viador shall neither do nor permit anything to be done that would cause the
Master Lease or Sublease to be terminated or forfeited by reason of any right of
termination or forfeiture reserved or vested in Master Lessor or Master Lessee
under the Master Lease or the Sublease.
With respect to the Master Lessor's obligations under the Master Lease,
TechSpan's sole obligations shall be to request that the Master Lessee make
demand upon Master Lessor to perform its obligations, as and when obligated to
do so, under the Master Lease and to make demand upon Master Lessee to perform
its obligations, as and when obligated to so, under the Sublease.
19. Right of Entry. Master Lessor and Signal shall have the right
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to enter the Premises upon the terms set forth in Section 32 of the Master
Lease.
20. Parking. To the extent provided to TechSpan, TechSpan shall
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provide to Viador Techspan's Share of 18.32% of the parking spaces to which
Signal is entitled under the Master Lease.
21. Rules and Regulations. Viador shall observe at all times the
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rules and regulations promulgated by Master Lessor.
22. Assignment/Subletting. Viador shall not sublet the Premises
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or assign this Sublease or any part thereof for any period of time.
23. Notice. Any notice regarding a breach of this Sublease or
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termination thereof shall be in writing and be sent by certified mail or
personally delivered to, in the case of TechSpan:
TechSpan, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Operations Manager
Or, in the case of Viador:
Viador, Inc.
000 Xxxxxxx Xxxxxx
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Xxxxxxxxx, XX 00000
Attention: Operations Manager
Notice shall be deemed given when so
delivered to Viador or TechSpan, or
three (3) days after it is placed,
properly addressed with postage
prepaid, in a depository for United
States certified mail. Either party
may provide for a different address
by notifying the other party of said
change as provided for herein.
24. Surrender of Premises. Prior to expiration of this Sublease, the
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Sublease between TechSpan and Signal, and subject to any agreement with Master
Lessor to the contrary (provided such agreement releases Signal and TechSpan of
their respective obligations pursuant to the Master Lease and Sublease), Viador
shall remove all its trade fixtures and surrender the Premises in the same
condition as they were on the date of the Sublease, free of the presence of
hazardous materials as placed or caused to be placed by Sublessee or its agents,
employees, or invitees, with reasonable wear and tear excepted. If the Premises
are not so surrendered, then Viador shall be liable to TechSpan for all costs
incurred by TechSpan as a result of such surrender including interest thereon at
the Interest Rate as defined in the Sublease and actual attorney's fees.
25. Holding Over. Viador shall surrender the Premises in accordance
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with the terms of the Master Lease, the Sublease and this Sublease. If Viador
holds over after expiration or termination of this Sublease without written
consent of TechSpan, Viador shall indemnify and hold harmless TechSpan from all
claims, costs, expenses (including actual attorney's fees) resulting from
Viador's delay in surrendering the Premises, and shall pay TechSpan holdover
rent as provided in the Master Lease, except that such holdover rent shall be
equal to two hundred percent (200%) of the Rent payable under this Sublease
during the last month of the Term.
26. Consent by TechSpan. Whenever TechSpan's consent or approval is
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required under this Sublease, such consent or approval may be withheld at
TechSpan's sole discretion unless otherwise indicated.
27. Successors and Assigns. Subject to the restrictions herein
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contained, the covenants and conditions contained in this Sublease shall
bind the heirs, successors, executors, administrators and assigns of
the parties.
28. Brokers. Viador represents and warrants to TechSpan that there is
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no broker, finder or agent of Viador in connection with this Sublease. Tenant
shall be responsible for all foreseeable consequences of damages (including
attorneys' fees and costs) resulting from any claims that may be asserted
against Landlord by any other broker, finder, or other person with whom Viador
has or purportedly has dealt in connection with this Sublease, and Viador agrees
to indemnify, defend, protect, and hold TechSpan harmless in connection with any
such Claims which may be asserted.
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29. Attorney Fees. In the event legal proceedings are initiated to
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enforce any provision of this Sublease, to recover any rent due under this
Sublease, for the breach of any covenant or condition of this Sublease, or for
the restitution of the Premises to TechSpan and/or eviction of Viador, the
prevailing party shall be entitled to recover, as an element of its cost of suit
and not as damages, reasonable attorney fees and costs to be fixed by the court.
30. Entire Agreement, Merger and Waiver. This Sublease supersedes and
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cancels all previous negotiations, arrangements, offers, agreements or
understandings, if any, between the parties. This Sublease expresses and
contains the entire agreement of the parties and there are no express or implied
representations, warranties or agreements between them, except as contained in
this Sublease. This Sublease may not be modified, amended or supplemented except
by a writing signed by both TechSpan and Viador. No consent given or waiver made
by TechSpan of any breach of Viador of any provision of this Sublease shall
operate or be construed in any manner as a waiver of any subsequent breach of
the same or of any other provision.
31. Captions. The captions of this Sublease are provided for
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convenience only and shall not be used in construing its meaning.
32. Severability. If any provision of this Sublease is found to
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be unenforceable, the remainder of this Sublease shall not be affected thereby.
33. Authority. If Viador is a corporation or partnership, each
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individual executing this Sublease on behalf of Viador represents and warrants
that he or she is duly authorized to execute and deliver this Sublease on behalf
of Viador and that this Sublease is binding upon Viador according to its terms.
If Viador is a corporation, each individual executing this Sublease on behalf of
Viador represents and warrants that his or her authorization to execute and
deliver this Sublease was in accordance with a duly adopted resolution of
Viador's Board of Directors and Viador's Bylaws. Concurrently with execution of
this Sublease, Viador shall deliver to TechSpan such evidence of authorization
as TechSpan may require.
34. TechSpan and Viador Relationship Only. Nothing contained
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in this Sublease shall be construed to create the relationship of principal
and agent, partnership, joint venturer or any association between
TechSpan and Viador.
35. Memorandum of Lease. This Sublease shall not be recorded.
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36. Consent to Sublease by Master Lessor and Master Lessee.
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This Sublease is subject to the consent of Master Lessor and Master Lessee.
Accordingly, it shall be a condition precedent of this Sublease that
TechSpan has obtained the consent of Master Lessor.
37. Environmental. Viador shall comply with Section 10.2 of the
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Sublease, any applicable terms of the Master Lease and applicable law with
respect to use of hazardous materials. Further:
37.1 Neither Viador nor its officers, directors, agents,
contractors, employees or invitees will use,
generate, manufacture, produce, store, release,
discharge or dispose of on, under or about the
Premises, or off-site the Premises affecting the
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Building, or transport to or from the Premises, any
Hazardous Substance except in compliance with
Environmental Laws. The term "Hazardous Substance"
means any hazardous or toxic substance, material or
waste, pollutants or contaminants, as defined, listed
or regulated now or in the future by any federal,
state or local law, ordinance, code, regulation,
rule, order or decree regulating, relating to or
imposing liability or standards of conduct
concerning, any environmental conditions, health or
industrial hygiene, including without limitation, (i)
chlorinated solvents, (ii) petroleum products or
by-products, (iii) asbestos and (iv) polychlorinated
biphenyls. The term "Environmental Law" means any
federal, state or local law, statute, ordinance,
regulation or order pertaining to health, industrial
hygiene, environmental conditions or hazardous
substances or materials including those defined in
this Article as "Hazardous Substances."
37.2 Viador shall give prompt written notice to TechSpan
of: any proceeding or inquiry by any governmental
authority with respect to the presence of any
Hazardous Substance on the Premises; all claims made
or threatened by any third party against Viador or
the Premises relating to any loss or injury resulting
from any Hazardous Substance; and Viador's discovery
of any occurrence or condition on the Premises that
could cause the Premises or any part thereof to be
subject to any restrictions on occupancy, or use of
the Premises under any Environmental Law.
37.3 Viador shall protect, indemnify, defend and hold
harmless TechSpan and its directors, partners,
officers, employees, agents, parents, subsidiaries,
successors and assigns from any loss, damage, cost,
expense or liability (including reasonable attorneys'
fees and costs) directly or indirectly arising out of
or attributable to the use, generation, manufacture,
production, storage, release, discharge, disposal or
presence of a Hazardous Substance on the Premises or
off-site of the Premises affecting the Building
caused by Viador or its directors, partners,
officers, employees, agents, contractors and
invitees, including without limitation, the costs of
any required or necessary repairs, cleanup or
detoxification of the Premises and the preparation
and implementation of any closure, remedial or other
required plans.
38. Waiver of Trial by Jury. TechSpan and Viador each agree to and they
hereby do waive trial by jury in any action, proceeding or counterclaim brought
by either of the parties hereto against the other on any matters whatsoever
arising out of or in any way connected with this Sublease, the relationship of
TechSpan and Viador, Viador's use or occupancy of the Premises and/or any claim
of injury or damage, and any statutory remedy.
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Viador: Viador, Inc. , a corporation
By:
TECHSPAN: Techspan, Inc.,
a Delaware corporation
By:
Its:
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MASTER LESSOR'S CONSENT
Benecia Associates, as lessor under the Master Lease, hereby consents
to this Sublease and confirms the continuation of the Master Lease in full force
and effect with Viador as Sublessee thereunder.
MASTER LESSOR: ,
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a
By:
Its:
DATE:
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SIGNAL TECHNOLOGY'S CONSENT
Signal Technology, as lessor under the Master Lease, hereby consents to
this Sublease and confirms the continuation of the Master Lease in full force
and effect with Viador as Sublessee thereunder.
Signal Technology: ,
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a
-----------------------------------
By:
---------------------------------
Its:
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DATE:
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