Exhibit 10.31
EQUIPMENT SUBLEASE
TERMINATION AGREEMENT
This Equipment Sublease Termination Agreement ("Agreement") is made and
entered into as of 1st day of December, 2005 (the "Effective Date") , by and
between Quest Manufacturing, Inc. ("Quest") and Silicon Film, Inc. ("SF")
(collectively the "Parties").
RECITALS
WHEREAS, on March 18, 2004, the Parties entered into four subleases -
Equipment Sublease Agreements #1, #2, #3, and #4 - concerning certain computer
and other equipment subleased to SF by Quest.
WHEREAS, Equipment Sublease Agreement #1 expired by its terms on
October 31, 2005 (the "Expired Sublease").
WHEREAS, Equipment Sublease Agreement #2 expires by its terms on
February 28, 2006, Equipment Sublease Agreement # 3 expires by its terms on
January 31, 2008, and Equipment Sublease Agreement #4 expires by its terms on
January 31, 2007 (collectively the "Effective Subleases").
WHEREAS, the outstanding balance on payments due under the Effective
Subleases as of November 30, 2005, was exchanged by Quest for a Note with
Xxxxxxx Xxx, Inc., the parent company of SF, in the amount of $42,623.93,
dated December 1, 2005. (the "Note") and the remaining payments under the
Effective Subleases, as of November 30, 2005, were waived by
Quest Manufacturing, Inc.
NOW, THEREFORE, in consideration of the Note and other good and
valuable consideration, the receipt and sufficiency of which is acknowledged
by the Parties, the Parties agree as follows:
1. Termination of the Effective Subleases. The Parties agree that the
Effective Subleases are hereby and irrevocably terminated with no penalty
or further liability to either of the Parties, including any and all
liability that may have accrued for payments, penalties or interest under
the Effective Subleases. The Parties shall hereinafter have no further
obligation under the Effective Subleases.
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2. Use of Specified Equipment. SF and Xxxxxxx Xxx shall have use of certain
equipment covered by the Effective Subleases and currently in the
possession of SF and Xxxxxxx Xxx as indicated below:
2 notebooks and associated equipment which includes 4 docking
stations, 4 monitors, 4 keyboards, 4 mice and miscellaneous power and
connection cords; and,
5 desktop computers and associated equipment which includes 5
monitors, 5 keyboards, 5 mice and miscellaneous power and connection
cords,
until such time as Quest provides SF with a written demand for its return,
but in no event shall such request be made prior to sixty (60) days of the
original expiration date of each Effective Sublease for the respective
equipment thereunder except if Quest must, under the terms of the master
leases, return the specified equipment for failure to comply with its
terms. Upon receipt of demand for the return of any or all of the specified
equipment, SF will have thirty (30) days to return such equipment to Quest
in an "as is" condition.
3. Return of Other Equipment. Except for the specified equipment designated in
paragraph 2 above, the remaining equipment which is the subject of the
Effective Subleases shall be returned to Quest Manufacturing, Inc. as soon
as practicable.
IN WITNESS WHEREOF, the Parties have executed the foregoing Agreement as of the
Effective Date.
Quest Manufacturing, Inc. Silicon Film Technologies, Inc.
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxxxxx X. XxXxxx
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Name: Xxxx Xxxxxxx Name: Xxxxxxxxx X. Xxxxxx
Its: President and CEO Its: President
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