Development Agreement, Dated 08/18/1997

Exhibit 10.36
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CITYWEST LIMITED
----------------
First Part


SIGNMAX LIMITED
---------------
Second Part


ACT MANUFACTURING, INC
----------------------
Third Part


AGREEMENT FOR LEASE


Re: Unit 2008,
Citywest Business Campus,
Naas Road,
Dublin


Arthur Cox,
41/45 St. Stephen's Green,
DUBLIN, 2.


August 18, 1997


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AGREEMENT made the day of 1997 BETWEEN - ------------------ -------


CITYWEST LIMITED having its registered office at 49 Dawson Street, Dublin 2 - ---------------- (hereinafter called "the Developer" which expression shall where the context so admits or requires include its successors and assigns) of the First Part


SIGNMAX LIMITED having its registered office at Grand Canal Quay, Dublin 2 - --------------- (hereinafter called "the Tenant" which expression shall where the context so admits or requires include its successors and permitted assigns) of Second Part AND


ACT MANUFACTURING, INC of 108 Forest Avenue, Hudson, MA 01749-2893 U.S.A. - ---------------------- (hereinafter called "the Surety") of the Third Part.


WHEREAS:


A. The Developer is in the course of procuring the construction of the premises
known as Unit 2008 ("the Demised Unit") Citywest Business Campus, Naas Road,
Dublin.


B. The Unit will extend to approximately 45,000 sq. ft. of gross floor area
inclusive of office accommodation as more particularly described in
the Plans and Specification referred to in the Cover Sheet annexed
hereto as Appendix 1 ("the Plans").


C. Subject to the terms hereinafter appearing the Developer has agreed to
procure that Irish Life Assurance Plc. ("the Lessor") shall grant and the
Tenant shall take a Lease of the Demised Unit subject to the terms and
conditions hereinafter appearing such Lease to be in the form of the Lease
annexed hereto as Appendix 2 ("the Lease").


D. The Developer has engaged the following parties to procure the construction
of the Demised Unit:-


(i) Cleary & Doyle Contracting Limited as Contractor ("the
Contractor");
(ii) Brian O'Halloran & Associates as Architects ("the Developer's
Architect's");


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(iii) Roughan & O'Donovan as Consulting Engineers;
(iv) James Hargin Associates as Mechanical and Electrical Engineers.


NOW IT IS HEREBY AGREED as follows:-


1. CONSTRUCTION
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1.1. The Developer will use all reasonable endeavours to procure that the
Contractor will complete the construction of the Demised Unit
substantially in accordance with the Plans.


1.2. The Developer shall use all reasonable endeavours to procure that the
Contractor proceeds diligently with the construction of the Demised
Unit with a view to completion of the Demised Unit at an early date
but so that neither the Developer nor the Lessor shall have any
liability to the Tenant for delay for any reason in the completion of
the Demised Unit.


2. COLLATERAL WARRANTIES
---------------------


The Developer shall procure that the Contractor, the Developer's
Architects and the other parties specified at Recital D hereof shall
furnish to the Tenant on the grant of the Lease pursuant to this
Agreement Collateral Warranties from such parties in the forms of the
Collateral Warranties annexed hereto as Appendix 3 ("the Warranties")
and also Collateral Warranties from the sub-contractors engaged for
the cladding and roofing of the Demised Unit in the form of the Sub-
Contractors Collateral Warranties annexed hereto as Appendix 3.


The Developer shall exercise due skill and care reasonably expected of
an experienced property developer in procuring the construction and
completion of the Demised Unit. Subject to compliance by the Developer
of its obligations herein contained it is agreed that the Developer
shall not otherwise have any liability to the Tenant in relation to
the construction and completion of the Demised Unit.


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3. PLANNING VARIATION
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3.1. The Developer has procured the grant of Planning Permission
Register Reference No. S96A/0590 from South Dublin County Council
("the Grant") in relation to the construction of inter alia the
Demised Unit save and except the items listed in Appendix 4 ("the
Variations") hereto. In addition, the Developer has procured a
Grant of a Fire Safety Certificate Register Reference
S96A/0590/C2 from South Dublin County Council ("the Basic Fire
Certificate") in respect of the construction of approximately
30,000 sq. ft. of manufacturing and office accommodation within
the Demised Unit.


3.2. The Developer shall procure that the Developer's Architects shall
use all reasonable endeavours to lodge a Planning Application
("the Application") in respect of the Variations with South
Dublin County Council as soon as is reasonably practicable
following the execution of this Agreement and to lodge either (i)
an Application for a Fire Safety Certificate in respect of that
part of the Demised Unit which is not already covered by the
Basic Fire Safety Certificate or (ii) a revised Fire Safety
Certificate in respect of the Demised Unit as shown on the Plans
("the Revised Fire Safety Certificate").


3.3. The Developer shall use all reasonable endeavours to procure that
the Application and that the Application in respect of the
revised Fire Safety Certificate are processed without undue
delay.


3.4. This Agreement is conditional upon:-


3.4.1. The Developer procuring an acceptable (as hereinafter
described) Grant of Planning Permission in respect of the
Variations ("the Grant") on or before the lst day of
April l998. The Grant shall be deemed acceptable in
circumstances where the Grant does not (subject as
hereinafter appears) contain any conditions precluding
the carrying out of any of the Variations or the use of
the Demised Unit as intended provided always that any
condition prohibiting the incorporation of the revised


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elevation to the front of the Demised Unit as
contemplated by the Plans shall be deemed an acceptable
condition. In this regard the Developer confirms that the
ground floor and the first floor of the Demised Unit
shall be level.


3.4.2. The Developer procuring the Revised Fire Safety
Certificate in respect of the entire of the Demised Unit
substantially in the form of the Basic Fire Safety
Certificate or (at the Developer's election) a further
Fire Safety Certificate in respect of that part of the
Demised Unit not covered by the Basic Fire Safety
Certificate substantially in the form of the Basic Fire
Safety Certificate on or before the lst day of April
l997.


3.5. The Developer shall furnish to the Tenant the Notification of
Decision to Grant Planning Permission (or any refusal thereof)
("the Notification") within five working days of receipt thereof.
The Developer shall forthwith lodge an Appeal against any refusal
in respect thereof. The Developer shall also appeal the
Notification where the same is not acceptable as hereinbefore
described. Notwithstanding the provisions of Clause 3.4.1. hereof
the Notification shall be deemed to be acceptable in
circumstances where the Tenant does not notify the Developer in
writing that the Notification is unacceptable within ten working
days of receipt by the Tenant of a copy of the Notification.


Nothing herein contained shall prohibit the Tenant from lodging
an Appeal against any of the Conditions in the Notification where
any of the Conditions preclude the carrying out of the Variation
specified at 1 of Appendix 4 or preclude the use of the Demised
Unit as intended.


3.6. Where any Appeal in respect of the Notification is lodged to An
Bord Pleanala the Developer shall furnish a copy of the Decision
of An Bord Pleanala ("the Decision") to the Tenant within ten
working days of receipt thereof and the Tenant shall notify the
Developer in writing within ten working days if in the Tenant's
view the Decision is not acceptable in the manner hereinbefore


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described at Clause 3.4.1. Notwithstanding the provisions of
Clause 3.4.1. hereof the Decision shall be deemed to be
acceptable in circumstances where the Tenant does not notify the
Developer in writing that the Decision is unacceptable within ten
working days of receipt by the Tenant of a copy of the Decision.


3.7. The Developer shall furnish to the Tenant within five working
days of receipt of same a copy of the Revised Fire Safety
Certificate.


3.8. In the event that a dispute arises between the Developer and the
Tenant as to whether or not the Notification or the Decision is
acceptable within the terms hereinbefore described or as to
whether or not the Revised Fire Safety Certificate is in
accordance with the provisions of clause 3.4.2. of this
Agreement, either party may refer the ...