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Industrial Real Estate Lease

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Exhibit 10.29


INDUSTRIAL REAL ESTATE LEASE


(MULTI-TENANT FACILITY)


ARTICLE ONE: BASIC TERMS


This Article One contains the Basic Terms of this Industrial Real Estate Lease (this "Lease") between Landlord and Tenant named below. Other Articles, Sections and Paragraphs of this Lease referred to in this Article One explain and define the Basic Terms and are to be read in conjunction with the Basic Terms.


SECTION 1.01. DATE OF LEASE: December 1, 2000


SECTION 1.02. LANDLORD (include legal entity): BUCKHEAD INDUSTRIAL PROPERTIES, INC., a Maryland corporation Address of Landlord: c/o Lend Lease Real Estate Investments, Inc., 19800 MacArthur Boulevard, Suite 1000, Irvine, CA 92812


SECTION 1.03. TENANT (include legal entity): ALL AMERICAN IDT, INC., a California corporation Address of Tenant: 1 Marconi, Suite F, Irvine, California, 92618, Attention: local manager , with a copy to: All American Semiconductor, Inc., 16115 N.W. 52nd Avenue, Miami, Florida 33014; Attention: Howard Flanders


SECTION 1.04. TENANT'S GUARANTOR: (If none, so state) ALL AMERICAN SEMICONDUCTOR, INC.


SECTION 1.05. PROPERTY: The Property is part of Landlord's multi-tenant real property development known as the Phoenix Business Center and described or depicted on Exhibit "A" (the "Project"). The Project includes the land, the buildings and all other improvements located on the land, and the common areas described in Paragraph 4.05(a). The Property is an approximately Twenty-Six Thousand Seven Hundred (26,700) square foot portion of that certain industrial building commonly known as 1 Marconi, Suite F, Irvine, California, as depicted on the site plan attached hereto as Exhibit "A".


SECTION 1.06. PERMITTED USE: (See Article Five) The manufacturing, assembly, testing, warehousing and distribution of flat panel electronics and other similar products produced by Tenant or Guarantor and general office use related thereto and for no other use or purpose.


SECTION 1.07. LEASE TERM: Ten (10) years zero (0) months beginning on December 15, 2000 or such other date as is specified in Section 2.01 of this Lease (the "Commencement Date"), and ending on December 14, 2010.


SECTION 1.08. RENT AND OTHER CHARGES PAYABLE BY TENANT:


(a) BASE RENT: Seventeen Thousand Three Hundred Fifty-Five Dollars ($17,355) per month for the first thirty (30) months, as provided in Section 3.01, and shall be increased on the first day of the thirty-first (31st) month after the Commencement Date, as provided in Section 3.02.


(b) OTHER PERIODIC PAYMENTS: (i) Real Property Taxes (See Section 4.02, 4.08); (ii) Utilities (See Section 4.03; (iii) Insurance Premiums (See Section 4.04, 4.08); (iv) Tenant's initial Pro Rata Share of Common Area Expenses 7.49% (See Section 4.05); (v) Impounds for Insurance Premiums and Property Taxes (See Section 4.08); and (vi) Maintenance, Repairs and Alterations (See Article Six).


SECTION 1.09. BROKERS: (See Article Fourteen) (If none, so state) Landlord's Broker: CB Richard Ellis, Inc. Tenant's Broker: The Elden Company


SECTION 1.10. INITIAL SECURITY DEPOSIT: (See Section 3.03) $23,099.51


SECTION 1.11. VEHICLE PARKING SPACES ALLOCATED TO TENANT: (See Section 4.05) In common with other tenants of the Project (approximately 53 unreserved parking spaces).


SECTION 1.12. COMMISSION PAYABLE TO LANDLORD'S BROKER AND TENANT'S BROKER: (See Article Fourteen) Per Separate Agreement.


SECTION 1.13. LANDLORD'S SHARE OF PROFIT ON ASSIGNMENT OR SUBLEASE: (See Section 9.05) Fifty percent (50%) of the Profit (the "Landlord's Share").


SECTION 1.14. RIDERS AND EXHIBITS: The following Riders and Exhibits are attached to and made a part of this Lease: (If none, so state)


Exhibit "A" - Site Plan
Exhibit "B" - Hazardous Materials Questionnaire
Exhibit "C" - Tenant's Moveout Responsibilities
Exhibit "D" - Memorandum of Term Commencement


Tenant shall comply at all times with all terms and provisions of all Riders and Exhibits to this Lease attached hereto and incorporated herein by this reference.


ARTICLE TWO: LEASE TERM


SECTION 2.01. LEASE OF PROPERTY FOR LEASE TERM. Landlord leases the Property to Tenant and Tenant leases the Property from Landlord for the Lease Term. The Lease Term is for the period stated in Section 1.07 above and shall begin and end on the dates


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specified in Section 1.07 above, unless the beginning or end of the Lease Term is changed under any provision of this Lease. The Commencement Date shall be the date specified in Section 1.07 above for the beginning of the Lease Term, unless advanced or delayed under any provision of this Lease. Within fifteen (15) days after the Commencement Date, Landlord and Tenant shall execute a Memorandum of Term Commencement in the form attached hereto as Exhibit "D".


SECTION 2.02. DELAY IN COMMENCEMENT. Landlord shall not be liable to Tenant if Landlord does not deliver possession of the Property to Tenant on the Commencement Date. Landlord's non-delivery of the Property to Tenant on that date shall not affect this Lease or the obligations of Tenant under this Lease except that the Commencement Date shall be delayed until Landlord delivers possession of the Property to Tenant and the Lease Term shall be extended for a period equal to the delay in delivery of possession of the Property to Tenant, plus the number of days necessary to end the Lease Term on the last day of a month. If Landlord does not deliver possession of the Property to Tenant within ninety (90) days after the Commencement Date, Tenant may elect to cancel this Lease by giving written notice to Landlord within ten (10) days after the ninety (90) day period ends. If Tenant gives such notice, this Lease shall be cancelled and neither Landlord nor Tenant shall have any further obligations to the other. If Tenant does not give such notice, Tenant's right to cancel this Lease shall expire and the Lease Term shall commence upon the delivery of possession of the Property to Tenant. If delivery of possession of the Property to Tenant is delayed, Landlord and Tenant shall, upon such delivery, execute an amendment to this Lease setting forth the actual Commencement Date and expiration date of this Lease. Failure to execute such amendment shall not affect the actual Commencement Date and expiration date of this Lease.


SECTION 2.03. EARLY OCCUPANCY. If Tenant occupies the Property prior to the Commencement Date, Tenant's occupancy of the Property shall be subject to all of the provisions of this Lease, except as otherwise set forth in this Section 2.03. Early occupancy of the Property shall not advance the expiration date of this Lease. Tenant shall be entitled to early occupancy of the Property commencing upon full execution of this Lease and continuing until the Commencement Date, solely for the purpose of installing Tenant's furniture, fixtures and equipment and otherwise preparing the Property for Tenant's occupancy but in no event for conducting Tenant's business; provided that (a) Tenant shall not interfere with Landlord's work or activities, if any, in preparing the Property for Tenant's occupancy, and (b) Tenant shall provide Landlord with evidence of Liability Insurance coverage pursuant to Section 4.04(a) hereof. Tenant shall not pay Base Rent or any other charges specified in this Lease during the early occupancy period. Base Rent shall commence on the Commencement Date.


SECTION 2.04. EARLY TERMINATION. Tenant, at its option, may terminate this Lease, which termination shall be effective on the last day of the sixtieth (60th) month after the Commencement Date (such date being referred to herein as the "Termination Date") by giving Landlord notice of Tenant's election to terminate this Lease not less than six (6) months prior to the Termination Date (the "Termination Notice"). In connection with any such termination, Tenant shall pay to Landlord, along with the Termination Notice, in addition to all rent due through the later of the date that is six (6) months after the date Landlord receives the Termination Notice or the date Tenant actually vacates the Property, an amount equal to two (2) months of the then applicable Base Rent, plus the unamortized portion of the Tenant Improvement Allowance (as hereinafter defined) and all leasing commissions incurred by Landlord in connection with this Lease amortized on a straight line basis over the Lease Term with interest at eleven percent (11%) per annum. Upon such termination and Landlord's receipt of the aforementioned sum, this Lease shall be of no further force or effect except with respect to any obligations under this Lease that expressly survive such termination, including without limitation, Tenant's indemnity obligations and Tenant's obligations in connection with its move from the Property.


SECTION 2.05. HOLDING OVER. Tenant shall vacate the Property upon the expiration or earlier termination of this Lease. Tenant shall reimburse Landlord for and indemnify Landlord against all damages which Landlord incurs from Tenant's delay in vacating the Property. If Tenant does not vacate the Property upon the expiration or earlier termination of this Lease and Landlord thereafter accepts rents from Tenant, Tenant's occupancy of the Property shall be a "month-to-month" tenancy, subject to all of the terms of this Lease applicable to a month-to-month tenancy, except that the Base Rent then in effect shall be increased by fifty percent (50%) during the period of holdover.


ARTICLE THREE: BASE RENT


SECTION 3.01. TIME AND MANNER OF PAYMENT. Upon execution of this Lease, Tenant shall pay Landlord the Base Rent in the amount stated in Paragraph 1.08(a) above for the first month of the Lease Term. On the first day of the second month of the Lease Term and each month thereafter, Tenant shall pay Landlord the Base Rent, in advance, without offset, deduction or prior demand. The Base Rent shall be payable without notice or demand at Landlord's address or at such other place as Landlord may designate in writing.


SECTION 3.02. On the first day of the thirty-first month following the Commencement Date, Base Rent shall be increased to Nineteen Thousand Ninety and 50/100 Dollars ($19,090.50) per month and such amount shall be the Base Rent due under this Lease through and including the sixtieth (60th) month following the Commencement Date; and on the first day of the sixty-first (61st) month following the Commencement Date, Base Rent shall be increased to Twenty Thousand Nine Hundred Ninety-Nine and 55/100 Dollars ($20,999.55) per month and such amount shall be the Base Rent due under this Lease through and including the ninetieth (90th) month following the Commencement Date; and on the first day of the ninety-first (91st) month following the Commencement Date, Base Rent shall be increased to Twenty-Three Thousand Ninety-Nine and 51/100 Dollars ($23,099.51) per month and such amount shall be the Base Rent due under this Lease through the one hundred twentieth (120th) month following the Commencement Date.


SECTION 3.03. SECURITY DEPOSIT


(a) Upon the execution of this Lease, Tenant shall deposit with Landlord a cash Security Deposit in the amount set forth in Section 1.10 above. Landlord may apply all or part of the Security Deposit to any unpaid rent or other charges due from Tenant or to cure any other defaults of Tenant. If Landlord uses any part of the Security Deposit, Tenant shall restore the Security Deposit to its full amount within ten (10) days after Landlord's written request. Tenant's failure to do so shall be a material default under this Lease. No interest shall be paid on the Security Deposit. Landlord shall not be required to keep the Security Deposit separate from its other accounts and no trust relationship is created with respect to the Security Deposit.


(b) Intentionally Deleted.


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SECTION 3.04. TERMINATION; ADVANCE PAYMENTS. Not more than thirty (30) days after the termination of this Lease under Article Seven (Damage or Destruction), Article Eight (Condemnation) or any other termination not resulting from Tenant's default, and after Tenant has vacated the Property in the manner required by this Lease, Landlord shall refund or credit to Tenant (or Tenant's successor) the unused portion of the Security Deposit, any advance rent or other advance payments made by Tenant to Landlord, and any amounts paid for real property taxes and other reserves which apply to any time periods after termination of this Lease.


ARTICLE FOUR: OTHER CHARGES PAYABLE BY TENANT


SECTION 4.01. ADDITIONAL RENT. All charges payable by Tenant other than Base Rent are referred to herein as "Additional Rent." Unless this Lease provides otherwise, Tenant shall pay all Additional Rent then due with the next monthly installment of Base Rent. The term "rent" shall mean Base Rent and Additional Rent.


SECTION 4.02. PROPERTY TAXES.


(a) Definition of "Real Property Tax." "Real Property Tax" means: (i) any fee, license tax, business license fee, commercial rental levy, charge, assessment, penalty or tax imposed by any taxing authority against the Property; (ii) any tax on the Landlord's right to receive, or the receipt of, rent or income from the Property or against Landlord's business of leasing the Property; (iii) any tax or charge for fire protection, streets, sidewalks, road maintenance, refuse or other services provided to the Property by any governmental agency, (iv) any tax imposed upon this transaction or based upon a re-assessment of the Property due to a change of ownership, as defined by applicable law, or other transfer of all or part of Landlord's interest in the Property; and (v) any charge or fee replacing any tax previously included within the definition of Real Property Tax. "Real Property Tax" does not, however, include Landlord's federal or state income, franchise, inheritance or estate taxes.


(b) Real Property Taxes. Tenant shall pay all Real Property Taxes on the Property (including any fees, taxes or assessments against, or as a result of, any tenant improvements installed on the Property by or for the benefit of Tenant) during the Lease Term in accordance with Section 4.05(e) and, if applicable, Section 4.08 below. Landlord shall reimburse Tenant for any Real Property Taxes paid by Tenant covering any period of time prior to or after the Lease Term. If Tenant fails to pay the Real Property Taxes when due, in accordance with Section 4.05(e), Landlord may pay the taxes and Tenant shall reimburse Landlord for the amount of such tax payment as Additional Rent.


(c) Joint Assessment. If the Property is not separately assessed, Landlord shall reasonably determine Tenant's share of Real Property Taxes payable by Tenant under Paragraph 4.02(a) from the assessor's worksheets or other reasonably available information. Tenant shall pay such share to Landlord in accordance with Section 4.05(e) below.


(d) Personal Property Taxes.


(i) Tenant shall pay all taxes charged against trade fixtures,
furnishings, equipment or any other personal property belonging to
Tenant. Tenant shall use its best efforts to have personal property
taxed separately from the Property.


(ii) If any of Tenant's personal property is taxed with the
Property, Tenant shall pay Landlord the taxes for the personal property
within fifteen (15) days after Tenant receives a written statement from
Landlord for such personal property taxes.


SECTION 4.03. UTILITIES. Tenant shall pay, directly to the appropriate supplier, the cost of all natural gas, heat, light, power, sewer service, telephone, water, refuse disposal (if not paid by Landlord and charged back to Tenant as a Common Area Expense) and other utilities and services supplied to the Property. However, if any services or utilities are jointly metered with other property, Landlord shall make a reasonable determination of Tenant's proportionate share of the cost of such utilities and services and Tenant shall pay such share to Landlord within fifteen (15) days after receipt of Landlord's written statement.


SECTION 4.04. INSURANCE POLICIES.


(a) Liability Insurance. During the Lease Term, Tenant shall maintain a policy of commercial general liability insurance (sometimes known as broad form comprehensive general liability insurance) insuring Tenant against liability for bodily injury, property damage (including loss of use of property) and personal injury arising out of the operation, use or occupancy of the Property. Landlord and Landlord's agents, whose names shall be provided to Tenant by Landlord, shall be named as an additional insured under such policy. The initial amount of such insurance shall be Two Million and No/100 Dollars ($2,000,000.00) per occurrence and shall be subject to periodic increase based upon inflation, increased liability awards, recommendation of Landlord's professional insurance advisers and other relevant factors; provided that such periodic increases shall be consistent with the amounts of insurance then being required of tenants comparable to Tenant by landlords comparable to Landlord in projects comparable to the Project. The liability insurance obtained by Tenant under this Paragraph 4.04(a) shall (i) be primary and noncontributing; (ii) contain cross-liability endorsements; and (iii) insure Landlord against Tenant's performance under Section 5.05 resulting from the negligence of Tenant. The amount and coverage of such insurance shall not limit Tenant's liability nor relieve Tenant of any other obligation under this Lease. Landlord may also obtain comprehensive public liability insurance in an amount and with coverage determined by Landlord insuring Landlord against liability arising out of ownership, operation, use or occupancy of the Property. The policy obtained by Landlord shall not be contributory and shall not provide primary insurance. Tenant shall secure an appropriate clause in, or an endorsement upon, each insurance policy required by this Lease, pursuant to which the insurance company waives subrogation or permits the insured, prior to any loss, to agree with a third party to waive any claim it might have against said third party without invalidating the coverage under the insurance policy. Such waiver of subrogation or permission for waiver of any claim shall extend to the agents and employees of Landlord and Tenant, respectively. Tenant shall not be required to carry any hazardous materials insurance.


(b) Property and Rental Income Insurance. During the Lease Term, Landlord shall maintain policies of insurance covering loss of or damage to the Property in the full amount of its replacement value. Such policy shall contain an Inflation Guard Endorsement and shall provide protection against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief, special extended perils (all risk), sprinkler leakage and any other perils which Landlord deems reasonably necessary. Landlord shall have the right to obtain flood and earthquake insurance, and may, upon Tenant's request, obtain insurance on building improvements installed on the Property. Landlord shall not obtain insurance for Tenant's fixtures or equipment. During the Lease


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Term, Landlord shall also maintain a rental income insurance policy, with loss payable to Landlord, in an amount equal to one year's Base Rent, plus estimated real property taxes and insurance premiums. Tenant shall not do or permit anything to be done which invalidates any such insurance policies. Tenant shall be liable for the payment of any deductible amount under Landlord's or Tenant's insurance policies maintained pursuant to this Section 4.04. Notwithstanding anything to the contrary contained in this Lease, in the event that the Property is the only portion of the Project that is damaged or that suffers a loss, Tenant shall be liable for the payment of the entire deductible amount under Landlord's insurance policies maintained pursuant to this Lease. In the event that the entire building in which the Property is located (the "Building") is damaged or suffers a loss, Tenant shall be liable only for Tenant's pro rata share ("Tenant's Pro Rata Share of the Building") of any deductible amount under Landlord's insurance policies maintained pursuant to this Lease. Tenant's Pro Rata Share of the Building shall be calculated by dividing the square foot area of the Property, as set forth in Section 1.04 of this Lease, by the aggregate square foot area of the Building. In the event that a portion of the Project that is greater than the Building is damaged or suffers a loss, Tenant shall be liable only for Tenant's pro rata share ("Tenant's Pro Rata Share of the Project") of any deductible amount under Landlord's insurance policies maintained pursuant to this Lease. For the purposes of this Section 4.04(b), Tenant's Pro Rata Share of the Project shall be calculated by dividing the square foot area of the Property that is damaged by the aggregate square foot area of the portion of the Project that is damaged.


(c) Payment of Premiums. Subject to Section 4.08, Tenant shall pay all premiums for the insurance policies described in Paragraphs 4.04(a) and (b) (whether obtained by Landlord or Tenant) within fifteen (15) days after Tenant's receipt of a copy of the premium statement or other evidence of the amount due. For insurance policies maintained by Landlord which cover improvements on the entire project, Tenant shall pay Tenant's prorated share of the premiums, in accordance with the formula in Paragraph 4.05(e) for determining Tenant's Pro Rata Share of Common Area Expenses. In addition, any premiums paid by Landlord for commercial general liability insurance, including umbrella or excess liability relating to the Project and/or the Property, shall be included as a Common Area Expense, and Tenant shall pay its Pro Rata Share of any such premiums. If insurance policies maintained by Landlord cover improvements on real property other than the Project, Landlord shall deliver to Tenant a statement of the premium applicable to the Property showing in reasonable detail how Tenant's share of the premium was computed. If the Lease Term expires before the expiration of an insurance policy maintained by Landlord, Tenant shall be liable for Tenant's prorated share of the insurance premiums. Before the Commencement Date, Tenant shall deliver to Landlord a copy of any policy of insurance which Tenant is required to maintain under this Section 4.04. At least thirty (30) days prior to the expiration of any such policy, Tenant shall deliver to Landlord a renewal of such policy. As an alternative to providing a policy of insurance, Tenant shall have the right to provide Landlord a certificate of insurance, executed by an authorized officer of the insurance company, showing that the insurance which Tenant is required to maintain under this Section 4.04 is in full force and effect and containing such other information as Landlord reasonably requires.


(d) General Insurance Provisions.


(i) Any insurance which Tenant is required to maintain under this
Lease shall include a provision which requires the insurance carrier to
give Landlord not less than thirty (30) days' written notice prior to
any cancellation or modification of such coverage, however, if
cancellation is due to non-payment of a premium only ten (10) days'
prior written notice to Landlord shall be required.


(ii) If Tenant fails to deliver any policy, certificate or renewal
to Landlord required under this Lease within the prescribed time period
or if any such policy is cancelled or modified during the Lease Term
without Landlord's consent, Landlord may obtain such insurance, in
which case Tenant shall reimburse Landlord for the cost of such
insurance within fifteen (15) days after receipt of a statement that
indicates the cost of such insurance.


(iii) Tenant shall maintain all insurance required under this Lease
with companies holding a "General Policy Rating" of A-12 or better, as
set forth in the most current issue of "Best Key Rating Guide".
Landlord and Tenant acknowledge the insurance markets are rapidly
changing and that insurance in the form and amounts described in this
Section 4.04 may not be available in the future. Tenant acknowledges
that the insurance described in this Section is for the primary benefit
of Landlord. If at any time during the Lease Term, any portion of the
insurance required to be maintained by Tenant under this Lease is not
available in the jurisdiction in which the Property is located, Tenant
shall nevertheless maintain insurance coverage which Landlord deems
customary and commercially reasonable in the insurance industry for
Tenant's type of business. Landlord makes no representation as to the
adequacy of such insurance to protect Landlord's or Tenant's interests.
Therefore, Tenant shall obtain any such additional property or
liability insurance which Tenant deems necessary to protect Landlord
and Tenant; provided, that if Tenant maintains any insurance in
addition to the insurance required under this Section 4.04, Landlord
shall be named as an additional insured thereon, and with respect to
any property insurance, Tenant shall make the proceeds thereof
available for restoration of the Property after any casualty.


(iv) Unless prohibited under any applicable insurance policies
maintained, Landlord and Tenant each hereby waives any and all rights
of recovery against the other, or against the officers, employees,
agents or representatives of the other, for loss of or damage to its
property or the property of others under its control, if such loss or
damage is covered by any insurance policy in force (whether or not
described in this Lease) at the time of such loss or damage. Upon
obtaining the required policies of insurance, Landlord and Tenant shall
give notice to the insurance carriers of this mutual waiver of
subrogation.


SECTION 4.05. COMMON AREAS; USE, MAINTENANCE AND COSTS.


(a) Common Areas. As used in this Lease, "Common Areas" shall mean all areas within the Project which are available for the common use of tenants of the Project and which are not leased or held for the exclusive use of Tenant or other tenants, including, but not limited to, parking areas, driveways, sidewalks, loading areas, access roads, corridors, landscaping and planted areas. Landlord, from time to time, may change the size, location, nature and use of any of the Common Areas, convert Common Areas into leasable areas, construct additional parking facilities (including parking structures) in the Common Areas, and increase or decrease Common Area land and/or facilities. Tenant acknowledges that although such activities and changes may result in inconvenience to Tenant, Tenant consents to such activities and changes and agrees that the same shall not constitute a breach of this Lease or an eviction of Tenant, constructive or otherwise.


(b) Use of Common Areas. Tenant shall have the nonexclusive right (in common with other tenants and all others to whom Landlord has granted or may grant such rights) to use the Common Areas for the purposes intended, subject to such reasonable rules and regulations as Landlord may establish from time to time. Tenant shall abide by such rules and regulations and shall use its best


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efforts to cause others who use the Common Areas with Tenant's express or implied permission to abide by Landlord's rules and regulations. At any time, Landlord may close any Common Areas to perform any acts in the Common Areas as, in Landlord's judgment
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