Assignment and Assumption of Lease Agreement among AmberJack, Ltd., Integrated Information Systems, and The CIT Group/Equipment Financing, Inc.

Summary

This agreement, effective August 1, 2001, transfers all rights and obligations under a lease for property in Tempe, Arizona from Integrated Information Systems (Tenant/Assignor) to The CIT Group/Equipment Financing, Inc. (Assignee), with the consent of AmberJack, Ltd. (Landlord). The Assignee assumes all lease responsibilities after the effective date, while the Assignor remains responsible for obligations before that date. The Assignor will make specified monthly payments to the Assignee, and both parties agree to indemnify each other for claims arising before or after the transfer. The agreement is governed by Arizona law.

EX-10.31 4 dex1031.txt ASSIGNMENT AND ASSUMPTION OF LEASE EXHIBIT 10.31 ASSIGNMENT AND ASSUMPTION OF LEASE The Assignment and Assumption of Lease (this "Agreement") is executed as of July 10, 2001, by and among AmberJack, Ltd. ("Landlord"), Integrated Information Systems, ("Tenant/Assignor") and The CIT Group/Equipment Financing, Inc. ("Assignee"). WHEREAS, the Landlord and Tenant/Assignor are parties to that certain Lease dated April 25 1997 (as amended, the "Lease"), for premises located at 1560 W. Fountainhead Parkway, Suites 100 and 150, Tempe, AZ, 85252, pursuant to which Landlord leases to Tenant/Assignor, and Tenant/Assignor leases form Landlord, the real property described in the Lease (the "Property"). A copy of the Lease (together with any amendments thereto) is attached hereto as Exhibit ------- A. - -- WHEREAS, Tenant/Assignor seeks to assign and transfer all of its rights and obligations under the Lease to Assignee and Assignee seeks to succeed to all of such rights and assume all of such obligations, all upon the terms and conditions hereinafter set forth. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. This Agreement shall be effective August 1, 2001. (The "Effective Date") 2. Tenant/Assignor hereby assigns and transfers to Assignee, and Assignee hereby accepts, all of Tenant/Assignor's right, title and Interest under the Lease and in connection with the Property (including, subject to the terms of the Lease, any and all improvements and fixtures located on the Property, and any and all rights, privileges, easements, rights-of-way and appurtenances Appertaining to or in connection with the Property). 3. Assignee hereby assumes all of Tenant/Assignor's duties, commitments and obligations under the Lease arising after the Effective Date. 4. Landlord hereby approves of, and consents to, the Assignment and Assumption set forth in paragraphs 2 and 3 hereof and releases Tenant/Assignor for any obligation occurring after the Effective Date. 5. All charges due to the Landlord for services and all claims and liabilities related to the Lease incurred on or before the Effective Date shall be responsibility of Tenant/Assignor and all charges due to the Landlord for services and all claims and liabilities related to the Lease incurred after Effective Date shall be the responsibility of Assignee. 6. Tenant/Assignor agrees to and does hereby indemnify and hold Assignee harmless from and against all charges due to the Landlord for services and all claims and liabilities related to the Lease arising on or before the Effective Date. 7. Assignee agrees to and does hereby indemnify and hold Tenant/Assignor harmless from and against all charges due to the Landlord for services and all claims and liabilities related to the Lease arising after the Effective Date. 8. This Assignment Agreement shall be governed by Arizona Law. This Agreement constitutes the complete agreement of the parties relating to the subject matter hereof and supersedes any prior agreements or understandings. This Agreement may not be amended unless agreed upon in writing by all parties. The provisions of this Agreement shall be binding upon and inure to the benefit of Integrated Information Systems and The CIT Group/Equipment Financing, Inc. and their respective successors and assigns. 9. Effective August 1 2001, Tenant/Assignor shall pay to Assignee $38,409.88 per month, due and payable on the 1st day of each month from August 1 2001 until December 1 2001. The five monthly payments shall total $192,049.40. 10. Tenant/Assignor is responsible for the payment of any and all lease commissions in connection with this transaction. Such commissions are described in a separate agreement between Tenant/Assignor and it's Agent. 11. Tenant/Assignor is not required to remove any of the existing interior improvements within the leased premises, or replace or restore any previous interior improvements within the leased premises at the end of the lease term. Tenant/Assignor shall deliver the leased premises to Assignee in its existing configuration and condition, normal wear and tear excluded. End of Page IN WITNESS WHEREOF, the Landlord, Tenant/Assignor and Assignee have executed this Agreement as of the date first written above. "TENANT/ASSIGNOR" "ASSIGNEE" Integrated Information Systems The CIT Group/Equipment Financing, Inc. By: /s/ DARRYL S. BAKER By: /s/ RAY HENDON ------------------------------ ---------------------------- Its: Controller Its: SVP/CFO ----------------------------- --------------------------- Date: 7/10/01 Date: 7/10/01 ---------------------------- -------------------------- "LANDLORD" Birtcher Arizona, LLC Manager for AmberJack, Ltd. By: /s/ THEODORE RABAN ------------------------------ Its: Manager ----------------------------- Date: 7/10/01 ----------------------------