Addendum To And Extension of York, U.k. Lease

EXHIBIT 10.8


ADDENDUM TO AND EXTENSION OF YORK, U.K. LEASE


THIS ADDENDUM TO AND EXTENSION OF YORK, U.K. LEASE ("Addendum") amends and extends the Lease between BIO-METRICS PROPERTIES, LTD. ("Landlord") and ACCENT OPTICAL TECHNOLOGIES (U.K.) LTD. (formerly known as ACCENT SEMICONDUCTOR TECHNOLOGIES (U.K.) LTD., "Tenant") dated July 28, 2000 ("Lease").


The parties hereby agree as follows to amend the Lease to effect the following:


1. Section 1.1.13 shall be amended to read as follows: "The "Term" shall mean the "Initial Term" and the "Extended Term." The "Initial Term" shall mean the period from July 28, 2000 to February 28, 2003 and the "Extended Term" shall mean the period from March 1, 2003 to February 28, 2006." Unless otherwise defined herein, defined terms shall have the meaning or definition used in the Lease.


2. Notwithstanding anything contained in the Lease, Tenant shall be responsible for "Operating Expenses" and "Repairs." For purposes of this Agreement, "Operating Expenses" shall include all costs and expenses of every kind and nature incurred with respect to the use, occupancy, maintenance and operation of the Premises, except Repairs (as defined herein). For purposes of this Agreement, "Repairs" shall mean (i) the expenses listed in Section 5.2 of Exhibit 5 for the Initial Term through the date of this Addendum; and (ii) for the period from the date of this Addendum through termination of the Lease, including the Extended Term, the maintenance and repairs listed in Sections 5.1 and 5.2 for which Tenant shall be responsible at Tenant's cost; provided, if the cost of such structural repairs in Section 5.1 exceeds or would exceed $50,000 in any one lease year (3/1 to 2/28, 2/29 in a leap year; provided, for such purposes the period from date of execution of this Addendum to 2/28/03 shall be included in the period 3/1/03 to 2/29/04), Tenant may elect to terminate the Lease, rather than make such repair(s). Landlord agrees that, if the cost of any such repair is covered by Landlord's insurance policy for the Building, Landlord will make the proceeds available to Tenant to make any repairs under Section 5.1; provided, Tenant shall pay fifty percent (50%) of any deductible up to $50,000 per lease year. Notwithstanding anything contained herein, If Landlord determines that Tenant cannot continue to occupy the Premises without structural repair or other maintenance to the portions of the Building not comprising the Premises for any reason, then Landlord may elect to terminate the Lease, rather than make such repairs or perform such maintenance, unless Tenant agrees to make such repairs or perform such maintenance within fifteen (15) days of notice of the need for such repairs or maintenance from Landlord.


3. Additionally, Tenant shall be responsible for all Utilities and Tenant shall pay when due all charges for services and Utilities incurred in connection with the use, occupancy, operation and maintenance of the Premises, including (but not limited to) charges for fuel, water, gas, electricity, sewage, disposal, power, refrigeration, air conditioning, telephone and janitorial services. If any utility services are provided through Landlord, charges to Tenant shall be comparable to the prevailing rates for comparable services. If there are other tenants on the property and the charges are not separately metered or stated, Landlord shall apportion the


PAGE 1


charges on an equitable basis and Tenant shall pay its apportioned share on demand for the Premises.


4. The parties agree that the Lease, as amended herein, shall remain in full force and effect through the remainder of the Term, subject to earlier cancellation as provided herein. The Lease, as amended herein, shall be interpreted to give full force and effect to the modifications herein.


IN WITNESS WHEREOF, the undersigned have executed this Agreement effective this 28th day of January 2003.


EXECUTED as a DEED by )


BIO-METRICS PROPERTIES )


Authorized officers )


Director


Director/Secretary /s/


EXECUTED as a DEED by )


ACCENT SEMICONDUCTOR )


TECHNOLOGIES (U.K.) LTD. )


Acting by its duly authorized officers )


Director /s/


Director/Secretary


...