Exhibit
10.18
LEASE TERMINATION
AGREEMENT RELATED TO WATERGATE PROPERTY
LEASE TERMINATION
AGREEMENT
THE LEASE TERMINATION
AGREEMENT (“Termination Agreement”) is made as of the
9th day of April, 2004 by and between CA-EMERYVILLE PROPERTIES
LIMITED PARTNERSHIP, a Delaware limited partnership a(n)
(“Landlord”) and MOVING BYTES INC. a Canadian
Corporation (“Tenant”).
RECITALS:
A.
Landlord (as successor
in interest to Spieker Properties, L.P., a California limited
partnership) and Tenant (and formerly known as E*Comentrix Inc., a
Canadian corporation) are parties to that certain lease dated as of
June 21, 2001, which lease has been previously amended by
instrument dated February 28, 2003 (collectively, the
“Lease”) relating to approximately 1,601 rentable
square feet, known as Suite No. 1205 (the “Premises”)
located on the 12th floor of the building commonly known as
Watergate Office Towers, located at 2000 Powell Street, Emeryville,
California (the “Building”), all as more particularly
described in the Lease.
B.
The Term is scheduled to
expire on July 31, 2006 (the “Stated Termination
Date”), and Tenant desires to terminate the Lease prior to
the Stated Termination Date. Landlord has agreed to such
termination on the terms and conditions contained in this
termination Agreement.
NOW, THEREFORE, in
consideration of the above recitals which by this reference are
incorporated herein, the mutual covenants and conditions contained
herein and other valuable consideration, the receipt of which are
hereby acknowledged, Landlord and Tenant agree as
follows:
1.
Effective as of February
29, 2004 (the “Early Termination Date”) and subject to
the agreements, representations, warranties and indemnities
contained in this Termination Agreement, including, without
limitation, payment of the Termination Fee describe din Section 7
below, the Lease is terminated and the Term of the Lease
shall expire with the same force and effect as if the Term was, by
the provisions thereof, fixed to expire on Early
Termination.
2.
Effective as of the
Early Termination Date, Tenant remises, releases, quitclaims and
surrenders to Landlord, its successors and assigns, the Lease and
all of the estate and rights of Tenant in and to the Lease and the
Premises, and Tenant forever releases and discharges Landlord from
any and all claims, demands or causes of action whatsoever against
Landlord or successors and assigns arising out of or in connection
with the Premises or the Lease and forever releases and discharges
Landlord from any obligations to be observes or performed by
Landlord under the Lease after the Early Termination
Date.
3.
Subject to the
agreements, representations, warranties and indemnifications
contained in the Termination Agreements, Landlord agrees to accept
the surrender of the Lease and the Premises from and after the
Early Termination Date and, effective as of the Early Termination
Date, forever releases and discharges Tenant from any obligations
to be observed and performed by Tenant under the Lease after the
Early Termination Date, provided that the Tenant has satisfied,
performed and fulfilled all of the agreements set forth in the
Termination Agreement, and each of the representations and
warranties set fo
