Exhibit 10.18
Yeqing Building Lease
Agreement
Part A: Beijing Yeshi Enterprise Group Co.,
Ltd
Part B: Lakeland (Beijing) SafetyProducts
Limited
June
2, 2009
Lessor: Beijing
Yeshi Enterprise Group Co., Ltd (Hereinafter referred to as Part
A)
Lessee:
Lakeland (Beijing) Safety Products Limited (Hereinafter to as Part
B)
Beijing Yeshi
Enterprise Group Co., Ltd (Hereinafter referred to as Part A),
which is a company established in accordance with Laws of the
People’s Republic of China with the registered address of
NO.9 Wangjing Bei Lu Chaoyang District, Beijing ,
China having independent property rights of Yeqing
Building totally A,B,C,D four buildings( Hereinafter referred to as
Building) and Lakeland (Beijing) Safety Products Limited hereby
reach the Agreement as follows and sign the contract on
( date)
1. The Lessor
agree to lease Room 412 on four floor of building C totally 107
m 2
architectural space (room location
is red highlighted in the Appendix 1)
2. The
room leased to Lessee shall only be utilized for office of company
and shall not be used as residence or workshop. Part B agrees to
lease the room in the current situation.
Article 2
Lease, Rent and other Expense
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the lease
period of this contract is from June 11,2009 to June 30,
2011
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Rent: the rent
of this contract includes lease of room and management fees
(RMB1.5/day/ architectural m 2 )
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The rent of the
room to lease of building A, B and C is RMB4.5/ architectural
m 2
during the lease period.
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Part A agrees
that lease Part B the room at favorable price during the favorable
duration. The favorable price is RMB3.1/ architectural m
2 totally RMB245351. the favorable
rent-free period is 20 days( the rent-free period refer
to Article 4. paragraph one )
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The rent should
be calculated according to the foreign exchange rate middle rate of
the State Administration of Exchange Control when Part B pays the
rent by foreign currency.
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Electricity
fee: Part B pays Part A the electricity fee within five work days
from 25 of every month according to the actual use of electricity
(the number of the ammeter). It starts from the day when Part B
moves in as the first time to charge the electricity. The current
electricity price is RMB1 per kilowatt hour which is subject to the
price adjustment of the power supply section.
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Water fee: Part
B pays Part A within five work days from 25 of each month according
to the actual use of water, and it starts from the day when Part B
move in as the first time to charge the water. The current water
price is RMB6.1 per ton which is subject to the price of the water
supply section.
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Parking fee:
monthly parking fee for each seven and less than seven seats car
includes RMB250 (RMB150 as monthly flat rate and RMB100 as overhead
expense of Contractor), fixed parking lot RMB500 (RMB210 as monthly
flat rate and RMB290 as overhead expense of Contractor) and
underground parking lot RMB800; monthly parking fee for each more
than seven seats car is RMB 500 (RMB210 as monthly flat rate and
RMB290 as overhead expense of Contractor). Part B pays the parking
fee of next month within five work day. Charge the parking fee
according to the actual days if park less than one month. Parking
lot number is one. Part A offer the parking place of bicycle but
have no responsibility of management.
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Article 3
Security Deposit
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Part B pays
Part A three months rent totally RMB29853 as the guarantee to
perform the contract when the two parties sign the contract. The
security deposit has no interest.
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When the
contract expires, Part A refund the full amount security deposit to
Part B without any interest or compensate within one month after
Part B change its registered address to be not Yeqing Building,
provided the latter performs all the obligation stipulated in the
contract and pay off all the payable expense. If Part B needs not
change its registered address Part A refund the full amount
security deposit to Part B within one month after Part B pay off
all the expense provided the latter performs all the obligation
stipulated in the contract.
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It applies to
Article 10 paragraph ten if Part B terminates the contract without
the consent of Part A during the lease period.
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Part B should
not use the security deposit to countervail the rent or the other
expense.
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Part B should
not transfer the creditor’s right to the third part or pledge
for the others and should not use the security deposit as the other
expense except the performance of the contract.
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The contract
terminated automatically if the security deposit of Part B do not
arrive the account of Part A within three days after the contract
signed.
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Article 4
Payment of Rent
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The rent-free
period of Part B is from 11 June, 2009 to 30 June, 2009. Part B
need no pay Part A the lease of the room, but should pay the
management fee stipulated in the contract (RMB1.5/day/architectural
m 2)
, public service fee (include
electricity rate and water rate) and the other expense. The
management fee should pay with the security deposit during the
rent-free period. During the rent-free period, Part B should
perform the entire obligation and abide all the regulation
stipulated in the contract except need not pay lease of room. Part
B should pay the telephone bill and internet fee to China
Telecom.
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Part B pays
Part A the rent every one month. The first time to pay the rent is
before 01 July and the total amount is RMB10282.7 . The
second time to pay the rent is within five work days from 25 July,
2009 and from then on the date to pay the rent is within five work
days from 25 of every month according the actual number of days of
each month.
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Payment of Part
B shall be made in check or cash or remit to the bank appointed by
Part A if pay by bill of exchange. The date of remitting the bill
of exchange shall be the date of payment.
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Part B should
pay the rent according to the date stipulated in the
contract.
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When receive
the rent and the other expense Part A should make legal equal
amount invoice to Part B with Part A as the issuer of the
invoice.
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Article 5
Decoration and Remedy
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Part B should
abide the regulation established by Part A and the agreement signed
by the two parties.
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Part B should
not rebuild or decorate any public area or public part, should not
mark, scrawl or drill on the public part, and should not change the
appearance of the building without the written consent of Part
A.
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After getting
the decoration permit, Part B should paste the decorate permit on
the door or the other conspicuous place of the lease room so Part A
can inspect the decoration.
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Part B should
insure the decoration have no damage to the instruction and
facility of the lease room and the building and have no effect on
the other lessee to use the building and the room they
lease.
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During the
lease period, Part B should support Part A when the latter need
remedy or rebuild the building and should not restrict or disturb
the builder employed by Part A. But Part A should give written
notice to Part B and made the utmost possible efforts to insure
Part B can work normally.
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Part A can
enter the lease room of Part B to inspect and maintain after giving
logical notice in advance. Part A can enter the lease room of Part
B without notice in an emergency and take down the window and door
to get in when necessary and inform Part B within 24 hours after
the fact.
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Part B should
keep the lease room and the facility of the room in good, clear,
tenantable and maintained condition (not include natural abrasion).
Part B should not repair any damage or flaw of the room, but should
inform Part A of that. Part B must assume the responsibility of any
personal injury or property lose to Part B or anyone others caused
by the lease of the room and the disrepair or damage of the
facility.
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Part B should
take all reasonable precaution to protect the interior of the room
against damages from fire, water, wind and the like, and ensure
close all the windows under the threaten of atrocious
weather.
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Part B should
not claim for compensation to Part A when remedy or rebuild of the
lease room or the whole building which make Part B cannot use the
room normally are caused by Force Majeure.
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Article 6 Entry
and Exit of the Lease Room
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Part B should
presents the basic information of the company and the employ to the
administrative personnel of Part A and should equip its stuff
Security Access Control card (detail refer to Appendix Four Article
3 paragraph five). Stuff of Part B should not stay in the room
overnight. Part A stops the normal property and personal service
after 18:00 on work day.
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Part A or the
worker hired by Part A should inform Part B in advance when they
need enter the lease room because of the reason of maintain,
inspect, security, fireproofing, installation and the like. Part A
can enter the room directly in emergency when Part A is not able to
inform Part B in advance, but get in touch with Part B within 24
hours after the fact.
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Article 7
Rights and Obligation of Part A
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Part A should
not announce unilaterally raise the rent without the consent of
Part B. but the rent price should be readjusted when renew the
expired contract, otherwise the contract cannot be
extended.
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Part A should
provide Part B the use of central air-conditioning:
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Free of charge
cooling time and standard: 8:00-18: from Monday to Friday. No
heating on legal holiday.
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Free of charge
heating time and standard: heating period is 15 November every year
to 15 March of the next year. During this period 8:00 to 18:00 is
normal heating time and 18:00 to 8:00 is low temperature heating
time.
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It charges 930
per hour (limited to D building) outside the time stipulated above
from Monday to Friday. If the central air-conditioning is used for
heating or cooling on the other holidays the using time of should
not less (it should be a mistake of the contract which should be
“more” I think) than 4 hour, and the excess time will
be charged according to the above charge regulation.
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To be
responsible for the security, fireproofing, environmental hygiene
and the like of the public area and public facility.
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Inspect and
maintain the public area and facilities to ensure them in good
usable condition and repair in time in the event of any damage
malfunction or receiving the written notice from Part B of damage
and malfunction.
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Part A provide
Part B with the other paid service (details refers to Appendix Four
Article 3 Paragraph four)
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Part A can
amend the Appendixes of the contract Property Management Agreement,
Fire Control Safety Responsibility Pledge and Security
Responsibility Pledge according to the relevant government document
and regulation and the actual position of the company. The amended
version should be sent to Part B in time and come to force upon the
arrival to Part B.
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Part A should
keep the circuitry, equipment, water pipe, drainage system and the
other public facilities in good and rentable condition. Part A have
no responsibility for the failure to function normally of the
public facilities or the intermission of the water, air-condition
and the like caused by emergent maintaining, Force Majeure, or have
notified Part B in advance.
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Article 8
Rights and Obligation of Part B
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Part B should
be a legal company registered in China, or legal office in Beijing
of foreign company registered legally, or legal entity, operating
unit, the other social organization registered in the relevant
administrative organ. Part B should submit the duplicate of
Corporate Business License (with the seal of the company) to Part A
as the appendix of the contract. If Part B is a newly established
company, the appointed corporate executive of Part B sign the
contract with Part A, and submit the relevant legal document to
Part A within 10 days after the establishment of the company. The
two parties should change the contract in the form of complementary
agreement.
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Part B has the
right to use the lease room but have not the ownership. No
sublease, relet, transfer, pledge or borrow are allowed. The above
regulation applied to the entire article in the lease room provided
by Part A.
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The room leased
to Lessee shall only be utilized for office of company. Part B
should not use the lease room as other application, should not
change the room or any part of the room to broadcasting studio,
should not hold any religion ritual or any other rite and should
not use the room for gambling, prostitution, or any other illegal
and immoral purpose. Part B should not use the lease room for any
activity that endanger State security, should not perform or allow
any auction or sale activity of any article or any property, should
not lease the room by any way that may that will harm or endanger
Part A or the other lessee such as noise, disarrangement smell and
the like.
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Part B should
not operate business under the name of Part A.
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Part B should
not jam, incise, damage, change or disarrange any public area or
fixed equipment of the building and should not influence the supply
and usage of the water, electricity, gas and the like of the
building.
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Part B should
not move or change the facilities of the lease room during the
decoration without the consent of Part A; otherwise, Part B should
assume total responsibility.
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Part B should
restore the lease room to the original state or bear the expense to
restore the lease room, except otherwise agreed by the
parties.
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Part B should
abide the contract and the management system of Part A.
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Part B is
liable to the security ,
anti-epidemic and the
fireproofing of the lease room. Office and business activities
should confirm to the regulation of Beijing fire and health and
anti-epidemic department and the Fire Control Safety Responsibility
Pledge (refer to Appendix Two).
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Part B should
report the power load condition of the lease room to Part A before
decoration for the later to audit in advance. Register and file the
number and power load of the large and irregular electric equipment
to Part A and obtain the consent of Part A before increasing new
large and irregular electric equipment. Equipment inside the room
such as computer should be equipped with UPS.
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Part B should
not put any article that beyond the design load of the lease room
floor in the room. Part A reserves the right to stipulate the
weight and location of the coffer of Part B.
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Part B should
not move any heavy machine and large equipment into the building.
Notifying Part A in advance before move out large number of office
electricity equipment and establishment, and move out with the
consent of Part A and out certificate. It’s considered as
breach of the contract and Part A have the right to penalize Part B
if Part B moving our without consent of Part A seriously badly.
Part B should follow the direction of Part A people.
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Part B should
not use the lease room as manufacture and storage purpose except
sample and item for display. Prohibit any flammable, explosive,
virulent, radioactive dangerous article.
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Part B should
not place article or garbage in the lobby, corridor or the other
public area of the building.
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Part B should
pay the agreed rent of the contract, the water and electricity fee
and the other relevant fee, and should not delay the payment by any
reason or refuse the payment.
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Part B should
keep the inside of the lease room clean and in good condition,
including but not limited to floor, wall, floor board, ceiling and
the estate like window, door, line of power and gas. Keeping the
facilities, furniture and sanitary utensils clean and in good
condition. Part B pays the expense to when Part A remedy the damage
of the lease room, the damage of the public area caused by Part B
or the guest of Part B.
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Except the sign
and nameplate provided by Part A, Part B should not put any
advertise sign, light box, signboard, decoration, flag, poster or
the other articles inside or outside of the lease and the public
area which is visible from outside of the building.
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During the
lease period, Part B should submit the duplicate of its Corporate
Business License (with seal of the company) which passed the annual
audit to Part A to keep in a file.
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Part B should
negotiate the new rent and the other terms with Part A within two
month before the contract becomes expire if Part B desire a
renewal, and sign the official Lease Agreement with Part A within
one month before the contract becomes expires. If the two parties
do not sign official Lease Agreement within one month before the
contract becomes to expires, Part A have the rights to take
potential lessee to the lease room and show them around provided
not disturb the normal work of Part B.
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Article 10
Liability for Breach of Agreement
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The parties
should strictly comply with provisions hereof. In case of any
breach of the Lease Agreement the not-defaulting party has the
right to seek the liability for breaching the agreement according
to what the two parties agreed and require the defaulting party
bear all the economic lose and pay penalty. The economic loss
includes but not limited to the direct lose and the foreseeable
indirect lose, court fee, attorney fee and other expenses
incurred.
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When Part B
violates Article 5 paragraph one of the Lease Agreement, Part A has
the right to requires Part B stop the instruction immediately and
punish Part B according to the Decoration Agreement.
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Part B should
bear all the remedy cost and the loss of Part A, when Part B
violate Article 5 paragraph two and Article 8 paragraph five, and
damage the reflection glass curtain wall, inside instruction or the
central air-condition system due to the behavior and
misfeasance.
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Part B should
bear all the loss and compensation when Part violates any paragraph
of Article 5 paragraph three, paragraph four, paragraph seven,
paragraph eight and paragraph sixteen.
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Part B should
bear all the maintenance cost when Part B violates Article 5
paragraph eight and is liable to the damage of the lease room or
the inside of the building entirely or partly caused by the breach
which includes the damage to the decoration, the fixed facilities
and equipment.
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Part A will
finish the work substitute Part B with all the cost charge to the
latter, when the latter violates Article 8 paragraph seven or
paragraph fourteen.
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Part B is
liable to all the loss and compensation in case of breach of
Article 8 paragraph nine or paragraph thirteen or Appendix Two Fire
Control Safety Responsibility Pledge. Responsibility person of the
fire accident is liable to compensate the economic loss and the one
cause serious consequences should be investigated for criminal
responsibility by the justice department.
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Part B is
liable to the compensation for the loss which includes the damage
of the building, elevator and personal injury caused by the
activity of Part B in case of the breach of Article 8 paragraph
twelve. If Part B moves out large number of article without the
consent of Part A, the latter have the right to increase equal
amount of security deposit according to Article 3 paragraph one. It
applies to Article 10 paragraph one in case of the breach of the
agreement.
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Part A have the
right to require Part B pay penalty due to breach of contract which
is one percent of the total expense when the latter violate Article
8 paragraph fifteen and fail to pay the rent including electricity
fee, parking fee, cleaning fee and the like. The penalty
calculation starts from 1 st of
each month. Part A have the right to intermit the supply of water,
electricity until Part B pay off all the payable expense when the
latter delay the payment up to ten days. Part A have the right to
terminate the Lease Agreement unilaterally assuming Part B breach
the Lease Agreement when the latter delay the rent more than one
month or delay the electricity fee more than three months. Part B
should move out unconditionally after receive the notice of Part A
and pay the rent, electricity fee, cleaning fee, parking fee and
the like according to the actually number of days till retrocede
the lease room, at the same time Part A have the right to claim for
penalty which is two times of the rent. In addition, Part B should
bear all the expense when Part A obtains the rent and penalty
through litigant means of course (including but not limited to
legal fare, appraisal cost and retaining fee and the
like).
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If Part B
terminates the Lease Agreement before the prescribed time, Part B
should pay off the rent of the number of the days during the lease
period and the cost to restore the lease room and get the security
deposit back or waive the security deposit and the favorable
polices which includes rent-free period, favorable rent.
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Part A have the
right to dismantle the advertise, light box, signboard, decoration,
flag, poster or the other articles Part B installed or exhibited
against Article 8 paragraph seventeen with all the cost borne by
Part B.
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if Part B
breach the Lease Agreement and cost loss to Part A, the latter have
the right to require correct according to the breach and the
consequence or put forward the termination of the Lease Agreement.
In case of termination of Part A, Part B should move out of the
lease room within one month after receiving the notice of Part A
and pay the rent till the date retroceding the room. In case of
deferred payment, Part A is entitled of the double of rent as
compensation besides the rent and will not return the security
deposit.
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It breaches the
Lease Agreement if Part A fails to hand the lease room to Part B on
schedule and is liable to one percent of the month rent penalty per
day beyond the time limit.
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If Part A is
liable to all the cost caused by the breach of Article 7 paragraph
one of Part A and return full amount of the security
deposit
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