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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
Voyager One, 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
whic
