THIS ATTORNMENT AGREEMENT is made and entered into as of the 30th day of November, 2001,
between Owner, Sublessor and Sublessee.
A. Owner and ETA Technologies Corporation entered into the Prime Lease with respect to the property referred
to therein (the Property).
B. ETA Technologies Corporation ("ETA") assigned to Sublessor all of its rights, title and interest in and to the
Prime Lease pursuant to that certain Assignment dated November 30, 1998, which Owner approved.
C. Sublessor, as lessor, and Sublessee, as lessee, have entered or are about to enter into a Sublease Agreement,
the form of which has been provided to Owner (the Sublessee), pursuant to which Sublessor has agreed to
sublease to Sublessee all or a portion of the Property, which is more particularly described in Exhibit A attached
hereto (the Leased Premises).
D. The parties hereto desire to assure Sublessee's possession of the Leased Premises upon the terms and
conditions of the Sublease, regardless of a termination of the Prime Lease.
NOW, THEREFORE, in consideration of the covenants hereinafter set forth, the parties hereto hereby covenant
and agree as follows:
1. Owner consents to the execution and delivery of the Sublease.
2. Owner hereby agrees that, in the event the Prime Lease is terminated or the right to possession of Sublessee
and/or ETA under the Prime Lease is terminated without termination of the Prime Leases for any reason
whatsoever, the Sublease shall continue in full force and effect as a direct lease between Owner and Sublessee
upon and subject to the terms, covenants and conditions thereof for the remaining balance of the term hereof.
This attornment shall be effective and self-operative without the execution of any further instruments on the part of
Owner or Sublessee, immediately upon the termination of the Prime Lease or the right of possession of Sublessor
and/or ETA thereunder. So long as Sublessee is not in default (beyond any period given Subl