exv10w4






Exhibit 10.4




Sublease




Fuel Tech, Inc. —American Bailey Corporation




Agreement of Sublease made as of January 29, 2004 between Fuel Tech, Inc., A Massachusetts
corporation (“Sublandlord”) and American Bailey Corporation, a Delaware corporation (Subtenant”)
both of the Financial Centre, 695 East Main Street, Stamford, Connecticut 06901 (this “Sublease”).



WITNESSETH:




Whereas, by an Agreement of Sublease dated the 29th day of January, 2004 (the “Overlease”)
Sublandlord hereunder did lease as Tenant from General Re Corporation, a Delaware corporation, as
Landlord (“Landlord”) thereunder, the Premises more particularly described in the Overlease and as
drawn on Schedule I hereto; and



Whereas, Sublandlord and Subtenant are and have been sharing occupancy of the Premises, Sublandlord
desires to sublet and demise to Subtenant and Subtenant desires to rent an interest in the Premises
(hereafter known as Subtenant’s “Proportionate Share” which shall be that percentage interest in
the amount of thirty seven and one half percent (37.5%) described on Schedule II hereto “Allocation
of Direct and Common Space Final Layout -Fuel Tech/American Bailey Office” on the line “Percent of
Direct Space” under the Column “Allocation of New Space (Sq. Ft.) ABC,” or such other percentage
interest as may be set out from time to time by an addendum hereto signed by the parties, all on
the terms and subject to the conditions set forth below:



Now Therefore, for and in consideration of the mutual covenants set out in this Sublease, the
parties agree as follows:



1. Subletting. Sublandlord does hereby sublease and demise to Subtenant Subtenant’s Proportionate
Share in the Premises including use of the common areas within the Premises (the Subpremises) .



2. Term. The term (the “Term”) of this Agreement of Sublease shall commence on February 1, 2004 and
shall end on 12:00 noon on January 31, 2010, unless the Term shall sooner or later terminate
pursuant to any of the terms, covenants or conditions of this Agreement of Sublease or pursuant to
law. The parties intend that this instrument shall be a sublease of the Subpremises and not an
assignment of an interest in the Overlease.



3. Incorporation by Reference. To the extent not otherwise inconsistent with the provisions of this
Sublease, the terms, provisions, covenants, conditions and definitions of the Overlease, as
modified herein, are hereby incorporated by reference with the term Sublandlord substituting for
Landlord and the term Subtenant substituting for Tenant. Subtenant hereby assumes in this Sublease,
as if expressed herein, and not inconsistent with the terms of this Sublease, its Proportionate
Share of all of the obligations of Tenant



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as expressed in the Overlease, accruing or payable during the Term and such Proportionate Share of
its obligations shall survive the Term.



4. Payments. Subtenant shall reimburse Sublandlord for Subtenant’s Proportionate Share of:




	 	(a)	 	The construction costs of Tenant’s Installation of the Premises as assumed
by Sublandlord as Tenant under Exhibit C of the Overlease, as amended;
	 
	 	(b)	 	Fixed Rent;
	 
	 	(c)	 	Additional Rent; and
	 
	 	(d)	 	Sublandlord’s direct cost of maintaining the Premises, in addition to
Additional Rent, if any, including without limiting the generality of the foregoing,
utilities and cafeteria subsidy.





Payment shall be made by Subtenant to Sublandlord’s office or, as the case may be, by wire transfer
to Sublandlord’s bank account within thirty (30) days of receipt of Sublandlord’s invoice. Such
payments shall not be subject to any deduction or offset and shall include Subtenant’s
Proportionate Share of any interest or penalties thereon.



5. Insurance. Subtenant shall maintain insurance on the Subpremises for the Term (naming Landlord
and Sublandlord as additional insureds) of the type and with the coverage and limits specified in
Article 19 of the Overlease. Subtenant shall obtain from its carrier of such insurance a consent to
the waiver of recovery as expressed in Section 19.05 of the Overlease and furnish a copy thereof to
Sublandlord.



6. Negative Covenants. Sublandlord and Subtenant shall not, absent the written consent of the
other,




	 	(a)	 	make any material alterations or additions to the Premises or Subpremises;
	 
	 	(b)	 	transfer, hypothecate, assign, conveyor mortgage this Sublease or any
interest therein or allow any lien thereon; or
	 
	 	(c)	 	take any action or fail to take any action in connection with the Premises or
Subpremises as a result of which Sublandlord would be in default under the Overlease.





7. Landlord’s Rights. Subtenant acknowledges any rights reserved by Landlord in the Overlease and
acknowledges that Subtenant’s possession and use of the Subpremises shall at all times be subject
to such rights. Subtenant releases Sublandlord of and from all liability in connection with
Landlord’s exercise of such rights.



8. Landlord’s Defaults. Sublandlord shall not be liable to Subtenant for Landlord’s failure to
perform any of Landlord’s obligations under the Overlease, nor shall Sublandlord have any
obligation to perform the same or to bring legal proceedings or



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take any other action against Landlord to assure performance of Landlord’s obligations under the
Overlease. The parties shall mutually consult in the event of such defaults of Landlord’s
obligations with a view toward agreement as to the proper course of action in such circumstances.



9. Dispute Resolution. Any controversies or disputes arising under this Sublease, its
interpretation or the transactions contemplated by it shall be discussed and negotiated by
authorized representatives of the parties neither of whom shall be an employee, officer or director
of the other party. Failing a resolution of such controversies or disputes after discussion and
negotiation, such matters shall, at the request of either party at any time, be determined in
final, binding arbitration under the commercial arbitration rules of the American Arbitration
Association (“AAA”) before a single, neutral arbitrator in Stamford, Connecticut. Prior to
commencement of arbitration proceedings the parties shall engage in mediation under the AAA rules.
Any award in such arbitration may be entered in and enforced by any court having jurisdiction.



IN WITNESS WHEREOF, the parties have set their hands and seals by their duly authorized
representatives as of the date first written above.



	 	 	 	 	 	 	 	 	 	 	 
	Fuel Tech, Inc.	 	 	 	American Bailey Corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Charles W. Grinnell
	 	 	 	By:
	 	/s/ Douglas G. Bailey	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





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Schedule I 














 





Allocation of Direct and Common Space 
Final Layout —
Fuel Tech/American Bailey Office




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Office	 	 	 	Allocation Percentage	 	Allocation of New Space (Sq. Ft.)
	Number	 	Individual	 	Fuel Tech	 	ABC	 	Office Size	 	Fuel Tech	 	ABC
	 	103	 	 	Betsy Kenyon
	 	 	75	%	 	 	25	%	 	 	253	 	 	 	190	 	 	 	63	 
	 	104	 	 	Doug Bailey
	 	 	25	%	 	 	75	%	 	 	369	 	 	 	92	 	 	 	277	 
	 	105	 	 	Ralph Bailey
	 	 	75	%	 	 	25	%	 	 	373	 	 	 	280	 	 	 	93	 
	 	106	 	 	Nolan Schwartz
	 	 	100	%	 	 	0	%	 	 	295	 	 	 	295	 	 	 	—	 
	 	107	 	 	Tracy Krumme
	 	 	100	%	 	 	0	%	 	 	157	 	 	 	157	 	 	 	—	 
	 	108	 	 	Pat Fern
	 	 	100	%	 	 	0	%	 	 	157	 	 	 	157	 	 	 	—	 
	 	109	 	 	Eleanor Skolnick
	 	 	100	%	 	 	0	%	 	 	157	 	 	 	157	 	 	 	—	 
	 	110	 	 	Bill Cummings
	 	 	100	%	 	 	0	%	 	 	235	 	 	 	235	 	 	 	—	 
	 	111	 	 	Alex Dainoff
	 	 	100	%	 	 	0	%	 	 	157	 	 	 	157	 	 	 	—	 
	 	112	 	 	John O’Leary
	 	 	100	%	 	 	0	%	 	 	157	 	 	 	157	 	 	 	—	 
	 	113	 	 	Brad Hittle
	 	 	0	%	 	 	100	%	 	 	220	 	 	 	—	 	 	 	220	 
	 	114	 	 	Bill Drake
	 	 	0	%	 	 	100	%	 	 	242	 	 	 	—	 	 	 	242	 
	 	115	 	 	Sophia Mattus
	 	 	0	%	 	 	100	%	 	 	120	 	 	 	—	 	 	 	120	 
	 	117	 	 	ABC File Room and Equipment Area
	 	0	%	 	 	100	%	 	 	166	 	 	 	—	 	 	 	166	 
	 	118	 	 	FT File Room
	 	 	100	%	 	 	0	%	 	 	82	 	 	 	82	 	 	 	—	 
	 	119	 	 	Bari Veno
	 	 	100	%	 	 	0	%	 	 	102	 	 	 	102	 	 	 	—	 
	 	125	 	 	ABC Guest Workstation
	 	 	0	%	 	 	100	%	 	 	94	 	 	 	—	 	 	 	94	 
	 	N/A	 	 	FT Dedicated File Areas
	 	 	100	%	 	 	0	%	 	 	65	 	 	 	65	 	 	 	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total Direct Space
	 	 	 	 	 	 	 	 	 	 	3,401	 	 	 	2,126	 	 	 	1,275	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Percent of Direct Space
	 	 	 	 	 	 	 	 	 	 	100.0	%	 	 	62.5	%	 	 	37.5	%
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Common Area (Allocated on %
Direct)
	 	 	62.5	%	 	 	37.5	%	 	 	3,747	 	 	 	2,342	 	 	 	1,405	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total Space Rented
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	7,148	 	 	 	4,468	 	 	 	2,680	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Schedule II