Documents
Resources
Learning Center
Upload
Plans & pricing Sign in
Sign Out

Assignment And Assumption Of Leases - MONTGOMERY REALTY GROUP INC - 4-14-2004

VIEWS: 42 PAGES: 8

									Exhibit 10.14

                            ASSIGNMENT AND ASSUMPTION OF LEASES

FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, Theodore Max
Kniesche, Jr. and Betty Ann Kniesche, as individuals, and Theodore Max Kniesche, Jr. and Betty Ann Kniesche
as trustees of the Theodore Max, Jr. and Betty Ann Kniesche Family Irrevocable Trust and Theodore Max
Kniesche, III and Lisa Alma Lutz, as Trustees of the Kniesche Family Irrevocable Trust ("Assignor"), hereby
assign and delegate to Hollywood Associates, LLC ("Assignee"), all of the landlord's rights, interest and
obligations in all leases of any portion of the improvements located on the real property in the City and County of
San Francisco, State of California, more particularly described in Exhibit A attached hereto and by this reference
incorporated herein. This Assignment is made concurrently with and as an incident to the conveyance by Assignor
to Assignee of the real property described in Exhibit A. This Assignment is expressly subject to the provisions of
Section 6.b. of that certain Purchase Agreement, dated April 14, 2000, between Assignor and Assignee.

Concurrently herewith, Assignor has assigned and delivered to Assignee the security deposits listed in Schedule
1.

                                          Executed on May 22, 2000.

THEODORE MAX KNIESCHE, JR. and BETTY ANN KNIESCHE, AS TRUSTEES OF THE
THEODORE MAX, JR. AND BETTY ANN KNIESCHE FAMILY IRREVOCABLE TRUST

                         By /s/ Theodore Max Kniesche, Jr.
                             Theodore Max Kniesche, Jr., Trustee

                         By /s/ Betty Ann Kniesche
                             Betty Ann Kniesche, Trustee

                         /s/ Theodore Max Kniesche, Jr.
                             Theodore Max Kniesche, Jr., Individually

                         /s/ Betty Ann Kniesche
                             Betty Ann Kniesche, Individually

                         THEODORE MAX KNIESCHE, III, and LISA ALMA LUTZ,
                         AS TRUSTEES OF THE KNIESCHE FAMILY IRREVOCABLE TRUST

                         By /s/ Theodore Max Kniesche, III
                             Theodore Max Kniesche, III, Trustee

                         By /s/ Lisa Alma Lutz
                             Lisa Alma Lutz, Trustee
                             ACCEPTANCE AND ASSUMPTION OF LEASES

The undersigned Assignee hereby accepts the foregoing Assignment and Assumption of Leases and agrees to
perform all obligations and liabilities accruing pursuant to such leases from and after the date hereof. Assignee
further acknowledges receipt of the security deposits in accordance with the terms of each of the enumerated
leases. Assignee shall indemnify, protect, defend and hold Assignor harmless from and against any and all
damages, costs (including reasonable attorney's fees, demands, causes of action and any and all suit or suits
arising out of the leases (relating to such security deposits) and due to actions, factors or circumstances occurring
on or after the date hereof.

                               Executed on _______________________, 2000.

                                     HOLLYWOOD ASSOCIATES, LLC

                                         By /s/ (illegible)
                                           ---------------------------
                                         Its
Exhibit 10.15

                                             PROMISSORY NOTE

Principal Amount: $100,000 Interest Rate: 10.00%

In consideration of value received, receipt of which is hereby acknowledged, MONTGOMERY REALTY
GROUP, INC., a Nevada Corporation ("Debtor" or "Borrower") promises to pay to DINESH MANIAR
("Lender" or "Promisee"), or order, in lawful money of the United States of America, the principal amount of One
Hundred Thousand Dollars ($100,000) or so much as may be outstanding, together with interest on the unpaid
principal balance, payable monthly, at the rate of ten percent (10.00%) per annum, as set forth below, or the
maximum interest rate allowable by law, whichever is less. All payments under this note shall be made payable to
DINESH MANIAR, or order.

Principal & Interest Payments

Borrower shall pay Lender interest on the first day of each month commencing May 1, 2004 and each month
thereafter. All outstanding principal, together with any and all accrued interest thereon shall be due and payable
April 1, 2005.

Prepayment

This note may be prepaid, in whole or in part, prior to the maturity dates set forth above, without a prepayment
penalty or other charge therefore.

Waiver

The Lender may delay or forgo enforcing any of his rights or remedies under this Note without losing them.
Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, protest and notice of dishonor. Upon any change in the terms of this Note,
and unless otherwise expressly agreed in writing, no party who signs this Note, whether as maker, guarantor or
accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew
or extend (repeatedly and for any length of time) this Note, or release any party or guarantor or collateral; or
impair, fail to realize upon or perfect Lender's security interest, if any, and take such other action deemed
necessary by Lender without the consent of or notice to anyone. All such parties agree that Lender may modify
this Note without the consent of or notice to anyone other than the party with whom this modification is made.
Attorneys Fees

This Note shall be governed by the laws of the State of California. In the event any action is taken by the Lender
to enforce collection of any sum due under this Note, the maker agrees to pay, in addition to all other sums
chargeable hereunder, reasonable costs and attorneys fees incurred in collection of this Note.

No Defenses

This promissory note is an independent obligation of Borrower for the benefit of Lender, and the obligations of
the Borrower under this promissory note are to be considered separate and apart from any defense that may
arise from this note being considered part of a larger contract involving the sale of goods, the performance of
services, or any other matter that might be brought as a defense to the obligation of Borrower to pay as due the
sums set forth in this Promissory Note. Without limitation, Borrower waives his rights, if any, to reformation,
rescission, injunction, offset or any other cause of action or form of relief which would in any way defeat the
obligation of this promissory note.

Counterparts

This Note may be executed in counterparts, each of which shall be deemed an original.

                                       Dated: March 31, 2004

                                       /s/ Sixto Alcantara
                                       ------------------------------
                                       Mr. Sixto Alcantara
                                       Chief Financial Officer
                                       MONTGOMERY REALTY GROUP, INC.
Exhibit 31.01

     CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14

                                             I, Dinesh Maniar, certify that:

1. I have reviewed this Annual Report on Form 10-KSB of Montgomery Realty Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(c) disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the
small business issuer's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.

                                          Date: April 13, 2004

                                          /s/ Dinesh Maniar
                                          -----------------------------
                                          Dinesh Maniar
                                          Principal Executive Officer
Exhibit 31.02

     CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14

                                            I, Sixto Alcantara, certify that:

1. I have reviewed this Annual Report on Form 10-KSB of Montgomery Realty Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(c) disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the
small business issuer's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.

                                          Date: April 13, 2004

                                          /s/ Sixto Alcantara
                                          ----------------------------
                                          Sixto Alcantara
                                          Principal Financial Officer
Exhibit 32.01

                                      CERTIFICATION PURSUANT TO
                                         18 U.S.C. SECTION 1350,
                                       AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Montgomery Realty Group, Inc. (the "Company") on Form 10-KSB for
the fiscal year ended December 31, 2003, as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Dinesh Maniar, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my
knowledge and belief:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and
result of operations of the Company.

                                             /s/ Dinesh Maniar
                                             ------------------------
                                             Dinesh Maniar
                                             Chief Executive Officer
                                             April 13, 2004




A signed original of this written statement required by Section 906, or other document authenticating,
acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this
written statement has been provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.
Exhibit 32.02

                                      CERTIFICATION PURSUANT TO
                                         18 U.S.C. SECTION 1350,
                                       AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Montgomery Realty Group, Inc. (the "Company") on Form 10-KSB for
the fiscal year ended December 31, 2003, as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Sixto Alcantara, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my
knowledge and belief:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and
result of operations of the Company.

                                           /s/ Sixto Alcantara
                                           --------------------------
                                           Sixto Alcantara
                                           Chief Financial Officer
                                           April 13, 2004




A signed original of this written statement required by Section 906, or other document authenticating,
acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this
written statement has been provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.

								
To top