PURCHASE AGREEMENT
THIS AGREEMENT, made and entered into this 4th day of February, 2000, by and
between FLORIDINO'S INTERNATIONAL HOLDINGS, INC., a Florida corporation, (3560
Cypress Gardens Road), hereinafter "FLORIDINO'S" and/or "Purchaser", and, CHRIS
DALFO ("DALFO") and HILBERT BINDEROW ("BINDEROW"), P.O. Box 38, Palm City,
Florida 34991 and/or "Sellers."
WHEREAS DALFO and BINDEROW are the principals and officers, directors
and sole stockholders of TRITON PRESTIGE PRODUCTS, INC., a Florida corporation,
("TRITON") and are desirous of entering into a transaction with FLORIDINO'S to
sell to the Purchaser One Hundred (100%) Percent of the shares of common stock
of TRITON, subject to the representations and conditions of this Agreement;
NOW, THEREFORE, IN CONSIDERATION of $10.00 and other good and valuable
considerations, and the promises and representations made by the parties each to
the other, IT IS AGREED AS FOLLOWS:
1. SELLERS' REPRESENT:
a. TRITON is a Florida corporation, in good standing,
heretofore organized
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on December 1, 1997. That DALFO and BINDEROW are the sole stockholders of the
said corporation and are the sole officers and directors of said corporation and
as such have full authority to enter into this transaction, based upon the
following representations made to the Purchaser.
b. (i) TRITON is the holder of a valid lease agreement on a
space of approximately nine thousand seven hundred fifty (9,750) square feet,
Building "1", at the Sands Commerce Center, 3090 S.W. 42nd Avenue, Palm City,
Florida. Said lease is for a period of ten (10) years from January 1, 2000 to
December 31, 2009, The monthly rents as set forth in said lease, a copy of which
is attached hereto as Exhibit "1", which total rental for the ten (10) year
period equals Four Hundred Seven Thousand Five Hundred Fifty and 12/100
($407,550.12) Dollars.
The security deposit of Six Thousand Twelve and
50/100 ($6,012.50) Dollars has been paid to the Lessor. Said premises is used
for the assembly of pizza and related products.
INTENTIONALLY OMITTED
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c. That attached hereto as Exhibit "2" is the Financial
Statement of TRITON for the period ending October 31, 1999, which said Financial
Statement is true and correct and represents the financial condition of the
corporate entity as of that date.
It is agreed that the Sellers shall relieve the
corporation of all debt, including the two loans reflected on said statements.
All Accounts Receivable and cash shall be assigned to the Sellers and all
Accounts Payable shall be assumed by the Sellers. The Sellers shall indemnify
and hold harmless TRITON and the Purchaser against any claim which may arise
against TRITON or the Purchaser, as to any Accounts Payable.
d. That the following equipment is in good mechanical and
operating order and has been installed or used in connection with the operation,
all of which is owned by TRITON, and is free and clear of encumbrances, liens or
obligations of any kind, nature or description, excepting as to the freezer:
5200 Square Feet of Freezer & Cooler;
1 Electric Forklift;
3 Pallet Jacks;
2 Stainless Steel Tables;
1 Cheese Grinder;
3 Desks;
2 Conference Tables;
2 File Cabinets;
1 Computer, Printer, Monitor;
1 Fax Machine;
1 Portable Pizza Oven;
1 Storage Cabinet;
Miscellaneous Utensils and Pans;
Assorted Chairs.
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e. That TRITON is free and clear of debt except the sole
obligation of the company is by way of an obligation to DAWN FOOD PRODUCTS,
INC., an Indiana corporation, on a promissory note in the original principal sum
of Eighty-Four Thousand Two Hundred Forty and No/100 ($84,240.00) Dollars dated
July 1, 1999. Payments required to be made under and pursuant to the terms of
the said promissory note, are as follows:
a.. Year 1 - $1,040.00 per month;
b. Year 2 - $1,300.00 per month;
c. Year 3 - $1,560.00 per month;
d. Year 4 - $1,820.00 per month;
e. Year 5 - $1,300.00 per month.
That the said promissory note is secured by a pledge of the
freezer equipment. A copy of the Promissory Note and guaranty of Sellers is
attached as Exhibit "3".
f. TRITON has heretofore conducted a business operation in
Atlanta, Georgia, the facilities of which business operation have been closed
and discontinued, No outstanding obligations exist in connection with the
closing of such facility. If any such obligation arises, same shall be the sole
obligation of DALFO and BINDEROW, and they shall indemnify and hold harmless
TRITON and FLORIDINO'S as against any claim asserted, as a result of the
operation and/or closure of the facility in Atlanta, Georgia.
g. That contained within the premises in Palm Beach and/or
Palm City are
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certain inventories of ingredients which are used in the preparation of the
products sold. That all of said inventories are usable and will be delivered at
cost. Inventory thereof shall be taken prior to closing and payment thereof to
the Sellers shall be in cash at closing (60 days).
h. Sales are forecast during the next three (3) years at Four
Million Five Hundred Thousand ($4,500,000.00) Dollars, Exhibit "4", to be
modified accordingly. Sellers acknowledge that the employment hereinafter
provided is conditional upon Sellers achieving sales of not less than Four
Million Five Hundred Thousand ($4,500,000.00) Dollars, over the next following
three (3) years.
2. THE PURCHASE PRICE:
Based upon the foregoing representations by the Sellers and
in consideration of the matters and things as set forth herein, DALFO and
BINDEROW agree to convey One Hundred (100%) Percent of the outstanding stock of
TRITON to FLORIDINO'S, in exchange for Fifty Thousand (50,000) Restricted Shares
of Common Stock of FLORIDINO'S, subject to a three (3) year "Lock Up Agreement".
The said shares shall be issued upon closing subject to
adjustment as hereinafter provided. The shares of FLORIDINO'S Common Stock which
are registered trade in the Over the Counter marketplace ("OTC").
3. EMPLOYMENT AGREEMENTS:
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a. As part of the transaction, TRITON shall employ DALFO and
BINDEROW as Sales Agents of FLORIDINO'S or TRITON speciality products, which
include those products presently prepared and distributed by TRITON and/or
(FLORIDINO'S). Any brand names used by TRITON may be continued under the TRITON
label, or at the discretion of FLORIDINO'S, such brand names may be modified as
are determined by FLORIDINO'S. DALFO and BINDEROW shall produce gross sales of
not less than Four Million Five Hundred Thousand ($4,500,00.00) Dollars, with an
approximate operating margin of Twenty-Seven (27%) Percent over the next
following three (3) years. From the said operating margin DALFO and BINDEROW
shall be paid a sum equal to Seven and a Half (7.5%) Percent of the gross sales
of FLORIDINO'S products. It is agreed that each shall be entitled to draw
against annual maximum draw of Fifty Thousand ($50,000.00) Dollars each. In the
event that commissions earned shall be more or less than the advance or draw,
then an adjustment shall be made on the advance or draw and adjustments shall be
effected as against a total of Fifty Thousand ($50,000.00) Dollars annual
advance or draw by each of the parties. Commissions as against the draw shall be
adjusted quarterly.
b. In the event that Sellers fail to achieve Four Million Five
Hundred Thousand ($4,500,00.00) Dollars over the next following three (3) years
of sales as represented, adjustment, at discretion of FLORIDINO'S shall be made
as to the purchase price.
Upon Sellers increasing sales of FLORIDINO'S or
TRITON products under their division by a sum equal to Five Hundred Thousand
($500,00.00) Dollars per
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annum, then and in that event, the Sellers jointly shall receive Ten Thousand
(10,000) Shares of restricted Common Stock of FLORIDINO'S subject to like
provisions at the original shares issued. For each year that the Sellers shall
cause a sales increase of Five Hundred Thousand ($500,000.00) Dollars over the
prior year, they jointly shall receive as a bonus an additional Ten Thousand
($10,000) Shares of FLORIDINO'S stock, subject to like provisions as prior
issuances.
4. CLOSING:
Closing shall occur on January , 2000 at such place as shall
be agreeable to the parties.
As part of the consideration at time of closing the following
adjustments shall be made:
a. The Security Deposit of Six Thousand Twelve and 50/100
$6,012.50) Dollars paid as to the lease described in Paragraph 1
b. shall be paid to Sellers; b. The sum of One Thousand Six
Hundred ($1,600.00) Dollars covering all deposits for utilities including
electric, water, gas, if any, shall be paid to Sellers by cash or check.
c. The agreed price of the Inventory described in 1(g) shall
be evidenced by a note from FLORIDINO'S to the Sellers payable on installments
over a sixty (60) day period.
d. The stockholder loan and other loan payable described in
the October 31, 1999, Financial Statement shall be canceled and satisfied.
e. Any other required adjustments shall be made.
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f. At time of closing, Sellers shall deliver to Purchaser all
books and records of TRITON.
g. TRITON shall elect a Board of Directors of five (5) persons
of which three (3) directors shall be designated by FLORIDINO'S.
h. A Board of Directors of TRITON shall be elected and
recorded in the Minutes of the Corporation.
i. Purchaser shall direct its transfer agent to deliver the
shares of Purchaser to Sellers with each Seller receiving such amount as
directed by him, subject to the following restrictions placed thereon, to wit:
These securities have not been registered under the Securities
Act of 1933, as amended ("Act"), or any state securities laws
and may not be sold or otherwise transferred or disposed of
except pursuant to an effective registration statement under
the Act and any applicable state securities laws, or an
opinion of counsel satisfactory to counsel to the Company that
an exemption from registration under the act and any
applicable state securities laws is available.
In addition, Sellers shall execute a three (3) year "Lock Up
Agreement" required by the Purchaser.
5. CONDITION TO CLOSING:
The closing is subject to satisfaction of the conditions that
the representations and warranties of the Sellers and the Purchaser contained
herein are true and correct and will be true and correct as of the Closing; the
Sellers will have delivered to the Purchaser the items required and the
Purchaser will have delivered to Sellers the items required and the Purchaser
and
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Sellers will have performed and complied with all agreements and the Purchaser
and Sellers will have performed and complied with all agreements and conditions
required by this Agreement to be performed and complied with by such party prior
to or as of the Closing.
6. REPRESENTATIONS AND WARRANTIES OF THE PARTIES:
a. Authority of Parties, consents, Executions of Agreements.
Parties have all requisite power, authority, and capacity to enter into this
Agreement and to perform the transactions and obligations to be performed by it
hereunder. No consent, authorization, approval, license, permit or order of, or
filing with any person or governmental authority is required in connection with
the execution of the transactions and obligations to be performed hereunder.
This Agreement has been duly executed and delivered by each and constitutes a
valid and legally binding obligation of each, enforceable in accordance with its
terms, except as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws.
b. The Shares. The shares of each are free and clear of all
liens, pledges, hypothecation, option, contract and other encumbrance, except
pursuant to applicable law and the shares have not been sold, assigned, or
otherwise transferred except pursuant to this Agreement. There are no
outstanding subscriptions, rights, options, warrants or other agreements
obligating the Sellers to sell or transfer the shares other than pursuant to
this Agreement.
c. Common Stock of Purchaser. The Purchaser warrants and
acknowledges that:
i. The shares of the Purchaser to be received by the Sellers
have not
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been registered under the Securities Act of 1933 as amended ("Act"), or under
applicable state blue sky laws;
ii. The Purchaser is acquiring One Hundred (100%) Percent of
the shares of the corporation;
iii. The Sellers are aware that the shares of Purchaser may
not be sold unless such shares are registered pursuant to the Act or qualify for
an exemption from such registration; iv. That a legend shall be placed on the
certificate evidencing the shares to be received by the Sellers, restricting
sale and covering "lock up" period.
7. NOTICES:
All notices or other communications required or permitted
hereunder shall be in writing and shall be deemed to have been duly given
physically delivered, delivered by overnight deliver, confirmed telecopy,
telegram or courier, or three days after having been deposited in the United
States Mail, as certified mail, return receipt requested, and with postage
prepaid, addressed to the recipient at the address listed at the top of the
first page of this Agreement. Any address may be changed by giving notice of
such change in the foregoing manner to the other party, except that notices for
changes of address will be effective only upon receipt.
8. ASSIGNMENT:
This Agreement and the rights hereunder may not be assigned
in whole or in part by any of the parties without the prior written consent of
the other parties.
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9. FURTHER ASSURANCES:
All parties hereto shall execute and deliver such other
instruments and do such other acts as may be necessary to carry out the intent
and purposes of this Agreement, including copies of all Minutes of each entity.
10. GENDER:
Whenever the context may require, any pronouns used herein
shall include the corresponding masculine, feminine or neuter forms and the
singular form of nouns and pronouns shall include the plural and vice versa.
11. CAPTIONS:
The captions contained in this Agreement are inserted only as
a matter of convenience and in no way define, limit, extend or prescribe the
scope of this Agreement or the intent of any of the provisions hereof.
12. ENTIRE AGREEMENT:
This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof. It supersedes all
prior negotiations, letters and understandings relating to the subject matter
hereof.
13. AMENDMENT:
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This Agreement may not be amended, supplemented or modified
in whole or in part except by an instrument in writing signed by the party or
parties against whom enforcement of any such amendment, supplement or
modification is sought.
14. CHOICE OF LAW:
This Agreement will be interpreted, construed and enforced in
accordance with the laws of the State of Florida.
15. EFFECT OF WAIVER:
The failure of any party at any time or times to require
performance of any provision of this Agreement will in no manner affect the
right to enforce the same. The waiver by any party of any breach of any
provision of this Agreement will not be construed to be a waiver by any such
party of any succeeding breach of that provision or a waiver by such party of
any breach of any other provision.
16. SEVERABILITY:
Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such
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jurisdiction as if such invalid, illegal or unenforceable provision had never
been contained herein.
17. ENFORCEMENT:
Should it become necessary for any party to institute legal
action to enforce the terms and conditions of this Agreement, the successful
party will be awarded reasonable attorney's fees at all trial and appellate
levels, expenses and costs. Venue for any such action, in addition to any other
venue permitted by statute, will be Polk County, Florida.
18. BINDING NATURE:
This Agreement will be binding upon and will inure to the
benefit of any successor or successors of the parties to this Agreement.
19. COUNTERPARTS:
This Agreement may be executed in one or more counterparts
each of which will be deemed an original and all of which together will
constitute one and the same instrument.
20. CONSTRUCTION:
This Agreement shall be construed within the fair meaning of
each of its terms and not against the party drafting the document.
The parties, as evidenced by their signatures below,
acknowledge that this Agreement has been presented to their attorneys and that
their attorneys have had the opportunity to review and explain to them the terms
and provisions of the Agreement, and that they fully
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understand those terms and provisions.
IN WITNESS WHEREOF, the parties have respectively caused this Agreement
to be executed on the date first above written,
Witnesses: FLORIDINO'S INTERNATIONAL
HOLDINGS, INC,
a Florida corporation
------------------------------
(Print Name)
------------------
------------------------------
By /s/
(Print Name) -----------------------------(SEAL)
------------------ "PURCHASER"
------------------------------
As to Purchaser
------------------------------
(Print Name)
------------------
------------------------------
By /s/
(Print Name) -----------------------------(SEAL)
------------------ CHRIS DALFO
------------------------------ By /s/
-----------------------------(SEAL)
HILBERT BINDEROW
As to Sellers "SELLERS"
<PAGE>
EXHIBIT 1
TRITON LEASE
THIS LEASE, dated the 6th day of August 1999
Between
NASSAU ARMS
194 Nassau Street, Princeton, New Jersey 08542
hereinafter referred to as the Landlord, and
TRITON PRESTIGE PRODUCTS, INC.
P.O. Box 38
Palm City, Florida 34991
hereinafter referred to as the Tenant,
WITNESSETH: That the Landlord hereby demises and leases unto the Tenant, and the
Tenant hereby hires and takes from the Landlord for the term and upon the
rentals hereinafter specified, the premises described as follows, situated in
the City of Palm City County of Martin and State of Florida.
Space consisting of 9,750 square feet, using exterior dimensions, and being
located in Building 1 in the Sands Commerce Center at 3090 S.W. 42nd Avenue,
Palm City, Florida.
SEE ADDENDUM "B" FOR LOCATION OUTLINED IN RED.
The term of this demise shall be for Ten (10) years plus the rent
abatement period per beginning January 1, 2000 and ending December 31, 2009.
*Paragraph 48th of Addendum "A" to Lease
The rent for the demised term shall be ($ ) which
shall accrue at the yearly rate of
See Addendum "A" to Lease.
The said rent is to be payable monthly in advance on the first day of
each calendar month for the term hereof, in installments as follows:
See Addendum "A" to Lease.
at the office of Nassau Arms, 194 Nassau Street, Princeton, New Jersey 08542 or
as may be otherwise directed by the Landlord in writing.
THE ABOVE LETTING IS UPON THE FOLLOWING CONDITIONS:
First.- The Landlord covenants that the Tenant, on paying the said
rental and performing the covenants and conditions in this Lease contained,
shall and may peaceably and quietly have, hold and enjoy the demised premises
for the term aforesaid.
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Second.- The Tenant covenants and agrees to use the demised premises
for the assembly of pizza and related products
and agrees not to use or permit the premises to be used for any other purpose
without the prior written consent of the Landlord endorsed hereon.
Third.- The Tenant shall, without any previous demand therefor, pay to
the Landlord, or its agent, the said rent at the times and in the manner above
provided. In the event of the non-payment of said rent, or any installment
thereof, at the times and in the manner above provided, and if the same shall
remain in default for ten days after becoming due, or if the Tenant shall be
dispossessed for non-payment of rent, or if the leased premises shall be
deserted or vacated, the Landlord or its agents shall have the right to and may
enter the said premises as the agent of the Tenant, either by force or
otherwise, without being liable for any prosecution or damages therefor, and may
relet the premises as the agent of the Tenant, or receive the rent therefor,
upon such terms as shall be satisfactory to the Landlord, and all rights of the
Tenant to repossess the premises under this lease shall be forfeited. Such
re-entry by the Landlord shall not operate to release the Tenant from any rent
to be paid or covenants to be performed hereunder during the full term of this
lease. For the purpose of reletting, the Landlord shall be authorized to make
such repairs or alterations in or to the leased premises as may be necessary to
place the same in good order and condition. The Tenant shall be liable to the
Landlord for the cost of such repairs or alterations, and all expenses of such
reletting. If the sum realized or to be realized from the reletting is
insufficient to satisfy the monthly or term rent provided in this lease, the
Landlord, at its option, may require the Tenant to pay such deficiency month by
month, or may hold the Tenant in advance for the entire deficiency to be
realized during the term of the reletting. The Tenant shall not be entitled to
any surplus accruing as a result of the reletting. The Landlord is hereby
granted a lien, in addition to any statutory lien or right to distrain that may
exist, on all personal property of the Tenant in or upon the demised premises,
to secure payment of the rent and performance of the covenants and conditions of
this lease. The Landlord shall have the right, as agent of the Tenant, to take
possession of any furniture, fixtures or other personal property of the Tenant
found, in or about the premises, and sell the same at public or private sale and
to apply the proceeds thereof to the payment of any monies becoming due under
this lease, the Tenant hereby waiving he benefit of all laws exempting property
from execution, levy and sale on distress or judgment. The Tenant agrees to pay,
as additional rent, all attorney's fees and other expenses incurred by the
Landlord in enforcing any of the obligations under this lease.
Fourth.- The Tenant shall not sub-let the demised premises nor any
portion thereof, nor shall this lease be assigned by the Tenant without the
prior written consent of the Landlord endorsed hereon, which consent shall not
be unreasonably withheld.
Fifth.- The Tenant has examined the demised premises, and accepts them
in their present condition (except as otherwise expressly provided herein) and
without any representations on the part of the Landlord or its agents as to the
present or future condition of the said premises. The Tenant shall keep the
demised premises in good condition, and shall redecorate, paint and renovate
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the said premises as may be necessary to keep them in repair and good
appearance. The Tenant shall quit and surrender the premises at the end of the
demised term in as good condition as the reasonable use thereof will permit. The
Tenant shall not make any alterations, additions, or improvements to said
premises without the prior written consent of the Landlord. All erections,
alterations, additions and improvements, whether temporary or permanent in
character, which may be made upon the premises either by the Landlord or the
Tenant, except furniture of movable trade fixtures installed at the expense of
the Tenant, shall be the property of the Landlord and shall remain upon and be
surrendered with the premises as a part thereof at the termination of his Lease,
without compensation to the Tenant. The Tenant further agrees to keep said
premises and all parts thereof in a clean and sanitary condition and free from
trash, inflammable material and other objectionable matter. If this lease covers
premises, all or a part of which are on the ground floor, the Tenant further
agrees to keep the sidewalks in front of such ground floor portion of the
demised premises clean and free of obstructions, snow and ice.
Sixth.- In the event that any mechanics' lien is filed against the
premises as a result of alterations, additions or improvements made by the
Tenant, the Landlord, at its option, after thirty days notice to the Tenant, may
terminate this lease and may pay the said lien, without inquiring into the
validity thereof, and the Tenant shall forthwith reimburse the Landlord the
total expense incurred by the Landlord in discharging the said lien, as
additional rent hereunder.
Seventh.- The Tenant agrees to replace at the Tenant's expense any and
all glass which may become broken in and on the demised premises. Plate glass
and mirrors, if any, shall be insured by the Tenant at their full insurable
value in a company satisfactory to the Landlord. Said policy shall be of the
full premium type, and shall be deposited with the Landlord or its agent.
Eighth.- The Landlord shall not be responsible for the loss of or
damage to property, or injury to persons, occurring in or about the demised
premises, by reason of any existing or future condition, defect, matter or thing
in said demised premises or the property of which the premises are a part, or
for the acts, omissions or negligence of other persons or tenants in and about
the said property. The Tenant agrees to indemnify and save the Landlord harmless
from all claims and liability for losses of or damage to property, or injuries
to persons occurring in or about the demised premises.
Ninth.- Utilities and services furnished to the demised premises for
the benefit of the Tenant shall be provided and paid for as follows: water and
sewer by the Tenant; gas by the Tenant; electricity by the Tenant; heat by the
Tenant; refrigeration by the Tenant; hot water by the Tenant. Electric, gas,
equipment maintenance, replacement of equipment and yearly service of equipment
which supplies heat, air, electric to the demised premises covered by this Lease
are to be paid for by the Tenant with no portion thereof to be reimbursed or
paid by the Landlord.
The Landlord shall not be liable for any interruption or delay in any
of the above services for any reason.
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Tenth.- The Landlord, or its agents, shall have the right to enter the
demised premises at reasonable hours in the day or night to examine the same, or
to run telephone or other wires, or to make such repairs, additions or
alterations as it shall deem necessary for the safety, preservation or
restoration of the improvements, or for the safety or convenience of the
occupants or users thereof (there being no obligation, however, on the part of
the Landlord to make any such repairs, additions or alterations), or to exhibit
the same to prospective purchasers and put upon the premises a suitable "For
Sale" sign. For three months prior to the expiration of the demised term, the
Landlord, or its agents, may similarly exhibit the premises to prospective
tenants, and may place the usual "To Let" signs thereon.
Eleventh.- In the event of the destruction of the demised premises or
the building containing the said premises by fire, explosion, the elements or
otherwise during the term hereby created, or previous thereto, or such partial
destruction thereof as to render the premises wholly untenantable or unfit for
occupancy, or should the demised premises be so badly injured that the same
cannot be repaired within ninety days from the happening of such injury, then
and in such case the term hereby created shall, at the option of the Landlord,
cease and become null and void from the date of such damage or destruction, and
the Tenant shall immediately surrender, in which event the Landlord may re-enter
and re-possess the premises thus discharged from this lease and may remove all
parties therefrom. Should the demised premises be rendered untenantable and
unfit for occupancy, but yet be repairable within ninety days from the happening
of said injury, the Landlord may enter and repair the same with reasonable
speed, and the rent shall not accrue after said injury or while repairs are
being made, but shall recommence immediately after said repairs shall be
completed. But if the premises shall be so slightly injured as not to be
rendered untenantable and unfit for occupancy, then the Landlord agrees to
repair the same with reasonable promptness and in that case the rent accrued and
accruing shall not cease or determine. The Tenant shall immediately notify the
Landlord in case of fire or other damage to the premises.
Twelfth.- The Tenant agrees to observe and comply with all laws,
ordinances, rules and regulations of the Federal, State, County and Municipal
authorities applicable to the business to be conducted by the Tenant in the
demised premises. The Tenant agrees not to do or permit anything to be done in
said premises, or keep anything therein, which will increase the rate of fire
insurance premiums on the improvements or any part thereof, or on property kept
therein, or which will obstruct or interfere with the rights of other tenants,
or conflict with the regulations of the Fire Department or with any insurance
policy upon said improvements or any part thereof. In the event of any increase
in insurance premiums resulting from the Tenant's occupancy of the premises, or
from any act or omission on the part of the Tenant, the Tenant agrees to pay
said increase in insurance premiums on the improvements or contents thereof as
additional rent.
Thirteenth.- No sign, advertisement or notice shall be affixed to or
placed upon ay part of the demised premises by the Tenant, except in such
manner, and of such size, design and color as shall be approved in advance in
writing by the Landlord.
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Fourteenth.- This lease is subject and is hereby subordinated to all
present and future mortgages, deeds of trust and other encumbrances affecting
the demised premises or the property of which said premises are a part. The
Tenant agrees to execute, at no expense to the Landlord, any instrument which
may be deemed necessary or desirable by the Landlord o further effect the
subordination of this lease to any such mortgage, deed of trust or encumbrance.
Fifteenth.-
Sixteenth.- The rules and regulations regarding the demised premises,
affixed to this lease, if any, as well as any other and further reasonable rules
and regulations which shall be made by the Landlord, shall be observed by the
Tenant and by the Tenant's employees, agents and customers. The Landlord
reserves the right to rescind any presently existing rules applicable to the
demised premises, and to make such other and further reasonable rules and
regulations as, in its judgment, may from time to time be desirable for the
safety, care and cleanliness of the premises, and for the preservation of good
order therein, which rules, when so made and notice thereof given to the Tenant,
shall have the same force and effect as if originally made a part of this lease.
Such other and further rules shall not, however, be inconsistent with the proper
and rightful enjoyment by the Tenant of the demised premises.
Seventeenth.- In case of violation by the Tenant of any of the
covenants, agreements and conditions of this lease, or of the rules and
regulations now or hereafter to be reasonably established by the Landlord, and
upon failure to discontinue such violation within ten days after notice thereof
given to the Tenant, this lease shall thenceforth, at the option of the
Landlord, become null and void, and the Landlord may re-enter without further
notice or demand. The rent in such case shall become due, be apportioned and
paid on and up to the day of such re-entry, and the Tenant shall be liable for
all loss or damage resulting from such violation as aforesaid. No waiver by the
Landlord of any violation or breach of condition by the Tenant shall constitute
or be construed as a waiver of any other violation or breach of condition, nor
shall lapse of time after breach of condition by the Tenant before the Landlord
shall exercise its option under this paragraph operate to defeat the right of
the Landlord to declare this lease null and void and to re-enter upon the
demised premises after the said breach or violation.
Eighteenth.- All notices and demands, legal or otherwise, incidental to
this lease, or the occupation of the demised premises, shall be in writing. If
the Landlord or its agent desires to give or serve upon the Tenant any notice or
demand, it shall be sufficient to send a copy thereof by registered mail,
addressed to the Tenant at the demised premises, or to leave a copy thereof with
a person of suitable age found on the premises, or to post a copy thereof upon
the door to said premises. Notices from the Tenant to the Landlord shall be sent
by registered mail or delivered to the Landlord at the place hereinbefore
designated for the payment of rent, or to such party or place as the Landlord
may from time to time designate in writing.
5
<PAGE>
Nineteenth.- It is further agreed that if at any time during the term
of this lease the Tenant shall make any assignment for the benefit of creditors,
or be decreed insolvent or bankrupt according to law, or if a receiver shall be
appointed for the Tenant, then the Landlord may, at its option, terminate this
lease, exercise of such option to be evidenced by notice to that effect served
upon the assignee, receiver, trustee or other person in charge of the
liquidation of the property of the Tenant or the Tenant's estate, but such
termination shall not release or discharge any payment of rent payable hereunder
and then accrued, or any liability then accrued by reason of any agreement or
covenant herein contained on the part of the Tenant, or the Tenant's legal
representatives.
Twentieth.- In the event that the Tenant shall remain in the demised
premises after the expiration of the term of this lease without having executed
a new written lease with the Landlord, such holding over shall not constitute a
renewal or extension of this lease. The Landlord may, at its option, elect to
treat the Tenant as one who has not removed at the end of his term, and
thereupon be entitled to all the remedies against the Tenant provided by law in
that situation, or the landlord may elect, at its option, to construe such
holding over as a tenancy from month to month, subject to all the terms and
conditions of this lease, except as to duration thereof and double rent, and in
that event the Tenant shall pay monthly rent in advance at two times the rate
provided herein as effective during the last month of the demised term.
Twenty-first.- If the property or any part thereof wherein the demised
premises are located shall be taken by public or quasi-public authority under
any power of eminent domain or condemnation, this lease, at the option of the
Landlord, shall forthwith terminate and the Tenant shall have no claim or
interest in or to any award of damages for such taking.
Pd check #1170 9/7/99
Twenty-second.- The Tenant has this day deposited with the Landlord the
sum of $6,012.50 as security for the full and faithful performance by the Tenant
of al the terms, covenants and conditions of this lease upon the Tenant's part
to be performed, which said sum shall be returned to the Tenant after the time
fixed as the expiration of the term herein, provided the Tenant has fully and
faithfully carried out all of said terms, covenants and conditions on Tenant's
part to be performed. In the event of a bona fide sale, subject to this lease,
the Landlord shall have the right to transfer the security to the vendee for the
benefit of the Tenant and the Landlord shall be considered released by the
Tenant from all liability for the return of such security; and the Tenant agrees
to look to the new Landlord solely for the return of the said security, and it
is agreed that this shall apply to every transfer or assignment made of the
security to a new Landlord. The security deposited under this lease shall not be
mortgaged, assigned or encumbered by the Tenant without the written consent of
the Landlord.
Twenty-third.- Any dispute arising under this lease shall be settled by
arbitration. Then Landlord and Tenant shall each choose an arbitrator, and the
two arbitrators thus chosen shall select a third arbitrator. The findings and
award of the three arbitrators thus chosen shall be final and binding on the
parties hereto.
6
<PAGE>
Twenty-fourth.- No rights are to be conferred upon the Tenant until
this lease has been signed by the Landlord, and an executed copy of the lease
has been delivered to the Tenant.
Twenty-fifth.- The foregoing rights and remedies are not intended to be
exclusive but as additional to all rights and remedies the Landlord would
otherwise have by law.
Twenty-sixth.- All the terms, covenants and conditions of this lease
shall inure to the benefit of and be binding upon the respective heirs,
executors, administrators, successors and assigns of the parties hereto.
However, in the event of the death of the Tenant, if an individual, the Landlord
may, at its options, terminate this lease by notifying the executor or
administrator of the Tenant at the demised premises.
Twenty-seventh.- This lease and the obligation of Tenant to pay rent
hereunder and perform all of the other covenants and agreements hereunder on
part of Tenant to be performed shall in nowise be affected, impaired or excused
because Landlord is unable to supply or is delayed in supplying any service
expressly or impliedly to be supplied or is unable to make, or is delayed in
making any repairs, additions, alterations or decorations or is unable to supply
or is delayed in supplying any equipment or fixtures if Landlord is prevented or
delayed from so doing by reason of governmental preemption in connection with
the National Emergency declared by the President of the United States or in
connection with any rule, order or regulation of any department or subdivision
thereof of any governmental agency or by reason of the conditions of supply and
demand which have been or are affected by the war.
Twenty-eighth.- This instrument may not be changed orally.
Twenty-ninth. - See Addendum "A" attached hereto and made a part
hereof.
Thirtieth. - See Addendum "B" attached hereto and made a part hereof.
IN WITNESS WHEREOF, the said Parties have hereunto set their hands and
seals the day and year first above written.
Witness:
NASSAU ARMS (SEAL)
------------------------------------
Landlord
By: /s/
--------------------------- ---------------------------------
Jeffrey H. Sands
TRITON PRESTIGE PRODUCTS, INC. (SEAL)
------------------------------------
Tenant
By:
--------------------------- --------------------------------
7
<PAGE>
ADDENDUM "A" TO LEASE
---------------------
BETWEEN: NASSAU ARMS (Landlord)
AND: TRITON PRESTIGE PRODUCTS, INC. (Tenant)
Rent
----
The rent for the demised term shall be Four Hundred Seven Thousand Five
Hundred Fifty and 12/100 Dollars ($407,550.12), which shall accrue at
the rate of:
1/1/00-12/31/00 - $36,075.00 per year/$3,006.25 per
month/$3.70 per RSF
1/1/01-12/31/01 - $37,050.00 per year/$3,087.50 per
month/$3.80 per RSF
1/1/02-12/31/02 - $38,025.00 per year/$3,168.75 per
month/$3.90 per RSF
1/1/03-12/31/03 - $39,000.00 per year/$3,250.00 per
month/$4.00 per RSF
1/1/04-12/31/04 - $39,975.00 per year/$3,331.25 per
month/$4.10 per RSF
1/1/05-12/31/05 - $40,950.00 per year/$3,412.50 per
month/$4.20 per RSF
1/1/06-12/31/06 - $41,925.00 per year/$3,493.75 per
month/$4.30 per RSF
1/1/07-12/31/07 - $43,387.56 per year/$3,615.63 per
month/$4.45 per RSF
1/1/08-12/31/08 - $44,850.00 per year/$3,737.50 per
month/$4.60 per RSF
1/1/09-12/31/09 - $46,312.56 per year/$3,859.38 per
month/$4.75 per RSF
The said rent is to be payable monthly in advance on the first day of
each month for the term hereof.
Condition of Premises
---------------------
5th - Upon the expiration or earlier termination of the Lease, Tenant
agrees, at its cost, to remove any freezers or refrigerators in the
premises which it purchases from the current tenant, Dawn Food
Products, or otherwise.
Observation of Laws, Ordinances, Rules and Regulations
------------------------------------------------------
12th - (continued) - At the end of the first sentence in of Paragraph
12th of the form lease, insert the following: "including but not
limited to the Martin County Wellfield Rules and Protection Ordinance
No. 428 which was adopted on July 27th, 1993 amending Regulations
Chapter 12 of the Martin County Code of Laws and Ordinances for
Wellfield Protection to provide guidelines for determining which
non-residential activities shall install a monitoring well or a leak
detection system and which businesses and retail activities shall
provide an inventory of regulated substances, emergency collection
devices and spill reports.
8
<PAGE>
Signs
-----
13th - (continued) - The Tenant understands and agrees that it can only
place a sign on the door leading to the leased premises. The Landlord
will install a separate tenant directory on which the Tenant can place
its name. The Landlord agrees to pay the cost of the sign structure,
however, the Tenant agrees to pay the cost of the Tenant's insert for
the directory. The Tenant agrees to comply with the Landlord's color
selection for the insert and lettering.
Taxes, Insurance, and Common Area Maintenance
---------------------------------------------
31st - It is understood and agreed that the Tenant will pay any and all
real estate taxes or any taxes in the future that may be considered
real estate taxes or sales tax levied Area on rents based upon the
premises' square foot area in direct relation to the total floor area
of the structure(s). The Tenant also agrees to pay any and all
insurance the Landlord decides to place upon the property which shall
include but not be limited to fire, liability, boiler, rent insurance,
etc. The total insurance bill for the structure(s) shall be paid for on
a square footage pro rata basis by the Tenant. Further, the Tenant
agrees to pay for any and all common area maintenance including but not
limited to parking lot and driveway maintenance (including patching and
resurfacing), exterior maintenance, electric, lawn and landscape
maintenance, maintenance and management personnel's salaries including
payroll taxes, and other expenses and capital improvements necessary to
maintain the property in good working order including a management fee
of 3.5% of the minimum rent and all additional rent due under this
Lease. The total common area maintenance amount for the property and
structure shall be paid for on a square footage pro rata basis by the
Tenant. The above real estate taxes, insurance, and common area
maintenance ("TIM") charges will be added to the monthly rental and
paid monthly and will be considered part of that month's rent under the
terms of this lease.
Premises and Area Maintenance
-----------------------------
32nd - It is understood and agreed that the Tenant will and provide for
his own janitorial service for the area leased and to obtain and pay
for the cost of a dumpster to remove all trash from the leased
premises. Tenant agrees to keep the cover to the dumpster closed at all
times and pick up debris around the dumpster, whether or not caused by
Tenant. The tenant agrees to clean, keep in a clean condition, and
maintain or replace the windows and door including aluminum. The Tenant
further agrees to clean the sidewalk, if any, directly in front of the
premises. Should the Tenant not maintain the premises or remove the
trash, the Landlord is hereby authorized to do same and add the cost of
same plus 25% to the following month's rent under the terms of this
lease. Tenant will be given ten (10) days written notice by Landlord in
situations other than emergencies.
9
<PAGE>
Net Lease
---------
33rd - It is understood and agreed that this is a net, net lease in all
respects and further that the Tenant upon vacating the demised premises
will leave the premises as he found them subject to normal wear and
tear.
Roof
----
34th - Landlord and Tenant agree that the roof and exterior of the
demised premises is presently in satisfactory condition. The Landlord
hereby agrees to maintain the above named areas and be responsible for
the maintenance, repairs or replacements during the life of this lease
or any option or extensions thereof as part of the TIM charges set
forth above except if due to the negligence of Tenant, its employees,
agents or contractors. If Tenant is required to so make repairs due to
such negligence, prior to any repairs, Tenant agrees to notify Landlord
of work to be done and by which roof contractor. Should the Tenant not
repair the roof if required, then the Landlord has the option of
repairing it and charging Tenant the cost plus 25%.
Default
-------
35th - Tenant agrees to pay as rent in addition to the minimum rental
herein reserved, any and all sums which may become due by reason of the
failure of Tenant to comply with all the covenants of this lease and to
pay any and all damages, costs and expenses which the Landlord might
suffer or incur by reason of any default of the Tenant, or failure on
his part to comply with the covenants of this Lease. Further, the
Tenant agrees to pay for any and all damages to the demised premises or
to any other portion of the property caused by any act or neglect of
the Tenant or any of his patrons.
Late Charge
-----------
36th- It is understood and agreed that a late charge of 5% of the
current month's rent will be paid by the Tenant should his rent not be
received by the Landlord on or before the 10th day of the month for
which the rent covers; further, a second late charge of 5% of the
current month's rent will be paid by the Tenant if his rent is not
received by the 20th day of the month for which the rent covers; thus
making a total of 10% and the Landlord reserves the right to cancel
this lease.
Exterior Storage
----------------
37th - The Tenant agrees not to store any property on the exterior of
the demised premises.
10
<PAGE>
Certificate of Occupancy
------------------------
38th - If required by the County, State or City, it is the
responsibility of the Tenant to obtain the Certificate of Occupancy
including any costs thereof. Tenant shall supply to the Landlord a copy
of the permanent Certificate of Occupancy.
Fire Extinguisher, Exit Signs and Sprinklers
--------------------------------------------
39th - Tenant agrees if required by applicable government authorities
with jurisdiction over the premises to (i) furnish all required fire
extinguishers and stand pipes in or and near the premises and modify
the sprinkler system in the premises; and (ii) furnish any exit signs
in addition to the two exit signs furnished by Landlord in the
premises, and further maintain all of the foregoing. Tenant will
further hook up electricity to all exit signs in the premises for
internal traffic flow.
Workers Compensation Insurance
------------------------------
40th - The Tenant will secure a Workers Compensation Insurance Policy
covering all employees of the Tenant and provide the Landlord with a
copy thereof. In the event that it is contemplated that the Tenant
shall have no employees, then in that event, the Tenant will secure a
minimum Workers Compensation Insurance Policy, and provide the Landlord
with a copy thereof.
Sublet
------
41st - Tenant will neither assign this lease nor sublet the premises or
any part thereof without the written approval of Landlord not to be
unreasonably withheld. If Tenant desires to assign this lease or to
sublet all or part of the premises, it must, prior to entering into
such assignment or sublease, serve notice upon Landlord of its
intention to make such assignment or subletting which notice will
contain (i) the name and address of the proposed assignee or subtenant,
(ii) the full and complete terms and conditions of the assignment or
subletting and in the case of subletting the exact space to be sublet,
(iii) a financial statement from the proposed assignee or subtenant,
(iv) the nature of the proposed assignee's or subtenant's business and
its proposed use of the premises, and (v) a copy of plans and
specifications for any required alterations to the premises. If
Landlord approves the assignment or sublet, same is conditioned upon
Tenant's delivery to Landlord, in recordable form and within ten days
after its execution, of a duplicate original of the assignment or
sublease and, in the event of an assignment, an agreement reasonably
acceptable to Landlord wherein the assignee assumes and agrees to keep,
observe and perform all the covenants, conditions and obligations of
Tenant under the lease. Notwithstanding any assignment, sublease or
other occupancy, with or without Landlord's consent, Tenant will remain
primarily liable on this lease unless expressly agreed by the Landlord
to the contrary, in writing. Landlord may
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<PAGE>
require as a condition to its consent to an assignment or sublease that
the then current rent and any future rent be increased by up to 25%.
Extermination
-------------
42nd - Tenant understands and agrees that he is responsible for
ordering and paying the cost of any extermination of bugs or insects
found in the premises.
Assessments
-----------
43rd - Tenant understands and agrees to pay his pro rata share of any
assessments to the property from any governmental authority including
but not limited to the federal, state, county or municipal government.
It is understood and agreed that the Tenant is to pay this cost only if
the assessment and work is established after the commencement of this
lease. The pro rata share of the Tenant shall be the product of (1) the
amount of any cost, fee, assessment or other levy or expenditure as
hereinabove recited and (2) a fraction, the numerator of which is the
square footage of the floor area of the demised premises and the
denominator of which is the total square footage of the floor area in
the structure(s) determined as of the commencement of the lease year.
Application of Monies Received
------------------------------
44th - All monies received from a Tenant shall be applied first to late
charges (if any), and the TIM charge, other monies due and owning the
Landlord (if any), and lastly applied to the rent. The Tenant agrees
that should any monies be more than twenty (20) days in arrears, the
Tenant is to pay by money order, certified check, or in cash. A
personal check will not be accepted. The Tenant agrees that should a
check ever "bounce" for any reason whatsoever, a return check fee will
be paid the Landlord in the amount of $75.00.
Delivery Date
-------------
45th - Landlord shall deliver the premises to Tenant on or about
November 1, 1999.
Warehouse Key
-------------
46th - Tenant understands and agrees to supply Landlord with a key
should the locks be changed for any reason whatsoever. Landlord shall
require a working key to the demised premises at all times in case of
emergency. Should Tenant fail to supply Landlord with a working key to
the demised space, then in that event, Tenant shall hold Landlord
harmless for any and all damages should Landlord be required to
forcibly enter the demised space due to an emergency situation.
12
<PAGE>
AS IS
-----
47th - The Tenant agrees to Lease the premises in an "AS IS" condition
with no work to be performed by Landlord whatsoever, except Landlord,
at its cost, will build a demising wall to divide the existing 19,500
square foot premises and separate the lighting and the electrical
service. Tenant has agreed to pay $20,000.00 toward the cost of the
above work to be performed by Landlord, which $20,000.00 sum will be
advanced to Landlord from the proceeds of the Loan referenced below.
Landlord will loan or cause to be loaned to Tenant a Tenant Improvement
Allowance of $40,000 payable to the Tenant as follows: (1) $20,000 will
be advanced to Landlord when Landlord commences the above work; (2) 25%
which equals $10,000 will be advanced to Tenant when Tenant obtains its
building permit and commences its improvements to the space to build a
clean room within the premises; and (3) 25% which equals $10,000 will
be advanced to Tenant when Tenant obtains a final unconditional
certificate of occupancy for the premises and commences business
operations. The loan will be amortized on a straight line basis over
five (5) years at ten percent (10%) interest and paid in sixty (60)
equal consecutive installments of $849.88 per month together with
Tenant's payment of rent.
Tenant, at its cost, will install and be responsible for the
installation of any and all other Tenant Improvements including but not
limited to bathroom, lighting, etc. Tenant agrees not to make any
alterations to the type of electrical service entering the building
without Landlord's approval not to be unreasonably withheld.
Rental Commencement
-------------------
48th - The Landlord and Tenant agree that the base rental payments are
abated until January 1, 2000 and shall commence on January 1, 2000
whether or not the Tenant has commenced business operations.
Financial Statements
--------------------
49th - Tenant agrees to supply Landlord with its most current financial
statements at the time of or prior to the full execution of this lease.
Landlord has five (5) days to review the financial statements and
either terminate or continue with this lease. If the Landlord does not
respond within the five (5) day period, the Landlord's option to
terminate this lease, based on the financial statements, is voided.
Sewer and Water Usage
---------------------
50th - The Tenant agrees that should it be determined by the Landlord
it is utilizing an excessive amount of water and consequently sewer,
the Landlord at its option may give the Tenant twenty (20) days notice
to install a water meter on the water line entering the premises at the
Tenant's sole cost. The water meter will be utilized to read the amount
of
13
<PAGE>
water used by the Tenant with said amount being used to determine the
sewage usage as well. The Tenant further agrees to pay the water and
sewer bills as billed by the Landlord in accordance with the above
usage. The Landlord agrees to bill the Tenant based on the rates it is
billed by Martin Downs Utilities Authority. The above is necessary to
protect other tenants on the property which do not utilize and
excessive amount of sewer and water.
Lease Insurance
---------------
51st. - Tenant shall obtain and keep in full force and effect during
the term of this lease at its own cost and expense Commercial General
Liability Insurance, such insurance to afford protection in the an
amount of not less than $1,000,000. for injury or death to any one
person, $1,000.000. for injury or death arising out of any one
occurrence, and $1,000,000. for damage to property, protecting and
naming the Landlord and the Tenant as insureds against any and all
claims for personal injury, death or property damage occurring in,
upon, adjacent, or connected with the demised premises and any part
thereof. Tenant shall pay all premiums and charges therefore and upon
failure to do so Landlord may, but shall not be obligated to, make such
payments and in such latter event the Tenant agrees to pay the amount
thereof to Landlord on demand and said sums shall be deemed to be
additional rent and in each instance collectible on the first day of
any month following the date of notice to Tenant in the same manner as
though it were rent originally reserved hereunder, together with
interest thereon at the rate of three points in excess of prime rate
from the Chase Manhattan Bank, N.A., as same may change from time to
time (the "Interest Rate"). Tenant will use its best efforts to include
in such commercial general liability insurance policy a provision to
the effect that same will be non-cancelable, except upon reasonable
advance written notice to Landlord. The original insurance policies or
appropriate certificates shall be deposited with the Landlord together
with any renewals, replacements or endorsements to the end that said
insurance shall be in full force and effect for the benefit of the
Landlord during the term of this lease. In the event Tenant shall fail
to procure and place such insurance, the Landlord may, but shall not be
obligated to, procure and place same, in which event (the amount of the
premium paid shall be refunded by Tenant to the Landlord upon demand
and shall in each instance be collectible on the first day of the month
or any subsequent month following the date of payment by Landlord, in
the same manner as though said sums were additional rent reserved
hereunder together with interest thereon at the rate of three points in
excess of prime rate of the Chase Manhattan Bank, N.A., as same may
change from time to time.
Parking
-------
52nd - Tenant will be entitled to non-designated parking spaces in the
parking lot directly in front of its premises. The tenant agrees that
it will not utilize the parking located directly in front of or to the
rear of the leased premises. The Tenant agrees not to utilize any
parking in front of or to the rear of any other Tenant's premises
unless it has first obtained permission from that individual or entity.
14
<PAGE>
Option to Renew
---------------
53rd - The Tenant is granted one (1) five (5) year option to renew the
lease under the same terms and conditions as set forth herein, except
that the rent shall be increased as set forth below. The option period
shall automatically commence ten (10) years from the commencement date
of the above referenced lease and terminate five (5) years from the
commencement date of the option period. If Tenant does not desire to
renew the lease, the Tenant must serve written notice by certified
mail, return receipt requested, on the Landlord nine (9) months prior
to the expiration date of the above lease, TIME BEING OF THE ESSENCE.
If notice is not received by such time, the lease will automatically
renew. Landlord may void Tenant's option to renew this lease at its
option if Tenant has not fulfilled completely in a timely manner all
terms and conditions of this lease.
The rent for the five (5) year option period shall be as follows:
1/1/10-12/31/10 - $47,775.00 per year/$3,981.25 per
month/$4.90 per RSF 1/1/11-12/31/11 - $49,237.56 per
year/$4,103.13 per month/$5.05 per RSF 1/1/12-12/31/12 -
$50,700.00 per year/$4,225.00 per month/$5.20 per RSF
1/1/13-12/31/13 - $52,162.56 per year/$4,346.88 per
month/$5.35 per RSF 1/1/14-12/31/14 - $53,625.00 per
year/$4,468.75 per month/$5.50 per RSF
The rents for the option period shall be paid in 1/12 equal monthly
installments due on the first of each month. Tenant agrees that the
demised space is accepted during the renewal period(s) in an "AS IS"
condition. Tenant further under-stands that the above figures do not
include the taxes, insurance and maintenance (TIM) reimbursements, as
called for in Paragraph 31st of the above lease, which shall continue
to be due and payable in addition to the rent.
Broker
------
54th - The Tenant warrants and represents that it has not dealt or
negotiated with any real estate broker or salesperson in connection
with this Lease other than Progressive Properties of Stuart, Inc., who
Tenant acknowledges is an agent for and represents the Landlord, and
Tenant shall indemnify, defend and hold the Landlord free and harmless
from any and all loss, liabilities, expenses, costs, claims or damages
by any person or firm claiming to have negotiated or brought about this
lease, except as herein provided. Landlord will give prompt notice to
Tenant after any such claim is made by any broker. Tenant will have the
right to defend such claim and Landlord will not pay or settle such
claim as long as Tenant is defending same.
15
<PAGE>
Hazardous or Toxic Chemicals
----------------------------
55th - The Tenant agrees not to utilize hazardous or toxic chemicals on
the premises. Further, the Tenant agrees to dispose of any materials in
accordance with all federal, state and county laws. Tenant agrees not
to dispose of any materials utilized by its business, into the public
sewer. Should the Tenant contaminate any portion of the premises or the
surrounding property owned by the Landlord, the Tenant agrees to
expeditiously clean said contamination at its sole cost and expense.
Further, the Tenant agrees to indemnify, defend and hold the Landlord
harmless from any costs, claims, damages, etc., due to said
contamination.
At Landlord's sole option, Tenant, at Tenant's sole cost, will cause to
be performed periodic environmental inspections by an environmental
consultant reasonably satisfactory to Landlord to confirm the absence
of hazardous substances or toxic chemicals at the premises or the
center due to Tenant's acts or omissions. Tenant agrees to promptly
furnish Landlord with copies of all documents including correspondence
to and from Tenant, its consultants and any governmental agency with
authority over the premises and final versions and draft forms of all
report(s) of such consultant(s). Should the environmental consultant(s)
note violations or potential violations of any Federal, State or other
environmental regulations or requirements caused by Tenant's, its
agents' and employees' acts or omissions, then Tenant will, at its sole
expense, immediately correct such conditions and provide Landlord with
proof of such corrections. Upon the expiration or earlier termination
of this lease, Tenant will obtain, at its sole cost, any necessary
environmental approvals from the applicable governmental authorities.
Tenant's obligations in this Paragraph 55th shall survive the
expiration or earlier termination of the lease.
Liability
---------
56th - Notwithstanding anything to the contrary provided in this Lease,
if Landlord or any successor in interest of Landlord shall be a
mortgagee, or an individual, joint venture, tenancy in common, firm or
partnership, general or limited, or limited liability company, it is
specifically understood and agreed that there shall be absolutely no
personal liability on the part of the Landlord or such mortgagees or
such individual or on the part of the members of such firm,
partnership, joint venture or limited liability company with respect to
any for the terms, covenants, and conditions of this Lease, and that
Tenant shall look solely to the equity of the Landlord or such
successor in interest in the premises and the building of which the
premises is a part and not to any other assets of the Landlord or any
successor in interest for the satisfaction each and every remedy of
Tenant in the event of any breach by Landlord or by such successor in
interest of any of the terms, covenants and conditions of this Lease to
be performed by Landlord, such exculpation of personal liability to be
absolute and without any exception whatsoever.
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<PAGE>
Noise and Odor
--------------
57th - No Tenant shall make, or permit to be made, any unseemly or
disturbing noises, objectionable odors which disturb or interfere with
occupants of this or neighboring premises or those having business with
them. Tenant shall not permit animals to be brought or kept on the
premises.
17
<PAGE>
EXHIBIT 2
DONAHUE ASSOCIATES, INC.
CERTIFIED PUBLIC ACCOUNTANTS
354 Main Street, Chatham, N.J. 67928
Phone (973) 635-2111, Fax (973) 635-0992
Nick Pirgousis
Floridino's International Holdings, Inc.
This opinion is issued in regards to the proposed purchase of Triton by
Floridino's International Holdings. I have reviewed and performed certain
auditing procedures on the accompanying balance sheet and income statement of
Triton Prestige Products, Inc. These tests included reviewing the sales activity
from April 1999 through October 1999 and tracing the individual sales
transaction to purchase orders fro the month of September 1999. I also prepared
an aged receivable listing for the period involved and traced cash received per
the general ledger to the actual band statements for the months of August,
September, and October 1999. I also reviewed the general ledger for proper
presentation and timeliness of accounting entries.
In addition to the above procedures, I have sent independent confirmations to
Triton's bank and lawyer to verify any unrecorded liabilities or claims. Pending
the receipt of these confirmations and based upon the limited testing performed
I can attest that the financial statements and schedules presented herein have
been compiled accurately and are in accordance with generally accepted
accounting principles.
Chatham, NJ
December 7, 1999
<PAGE>
TRITON PRESTIGE PRODUCTS, INC.
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDING OCTOBER 31, 1999
Net sales $325,222
Less cost of sales
Material purchases $225,702
Direct labor 58,940
Other expenses and supplies 53,183
Less ending inventory (39,281) (298,544)
-------- ------------
Gross profit 26,678
Less selling general and administrative expenses (67,651)
------------
Income from Operations (40,973)
Other income (expenses):
Interest expense (2,250)
------------
Net Income before Income Taxes (43,223)
Income tax expense 0
------------
Net Income ($43,223)
============
<PAGE>
TRITON PRESTIGE PRODUCTS, INC.
STATEMENT OF FINANCIAL POSITION
AS OF OCTOBER 31, 1999
ASSETS
Current assets:
Cash $ 970
Accounts receivable 47,565
Inventory 39,281
---------
Total Current Assets 87,816
Property and equipment 4,521
Loans improvements
Other assets:
Security deposit 9,704
Organization costs 4,000
---------
Total Assets $ 106,041
=========
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 46,264
Loan payable 50,000
Stockholder loan payable 52,500
---------
Total Current Liabilities 148,764
Shareholders' Equity
Common stock 500
Retained deficit (43,223)
---------
Total Liabilities & Shareholders' Equity $ 106,041
=========
<PAGE>
EXHIBIT 3
PROMISSORY NOTE
$84,240.00 July 1, 1999
FOR VALUE RECEIVED, the undersigned, Triton Prestige Products, Inc., a
Florida corporation (the "Obligor") hereby promises to pay to the order of Dawn
Food Products, Inc., an Indiana corporation (the "Obligee") the principle sum of
Eighty Four Thousand, Two Hundred Forty ($84,240.00) Dollars together with any
other charges which may be due as provided hereunder at Obligee's offices at
8601 NW 81st Road, Suite 3, Medley, Florida 33178.
1. This amount represents the purchase by Obligor of a freezer, of
approximately 2500 square feet, together with an adjacent insulated freezer
section of approximately 1,800 square feet and a 900 square foot cooler section,
all of which is owned by Obligee. The freezers, cooler, and related
refrigeration equipment are located at 3090 SW 42nd Avenue, Palm City, Florida
34990, ("Warehouse"). Two of the five refrigeration units and two panels will be
removed by Obligee and are not included in the purchase. The refrigeration unit
which currently services the 900 square foot cooler section will be moved, at
the Obligee's cost, to the 1,800 square foot freezer section. The resulting open
doorways between 2,500 and 1,800 square foot freezer sections will require the
installation of a doorway or insulated curtain. Such installation shall be the
responsibility, and for the expense, of the Obligor.
2. Subsequent to the date of this Promissory Note, any removal of the
freezers and cooler or repairs to the warehouse needed as a result of such
removal shall be the sole responsibility of the Obligor. Further, the Obligor
will indemnify and hold the Obligee harmless against any claims by the landlord
or any other party for costs or damages incurred as a result of Obligor's
actions in removing, or not removing, the freezers and cooler.
1
<PAGE>
3. At any time the Obligor may prepay the remaining unpaid payments,
without discount.
4. The freezers, cooler, panels and refrigeration units (collectively
"Freezer") are accepted by the Obligor "as is and where is" and Obligor hereby
acknowledges that Obligee makes no representations as to condition, suitability
or fitness for purpose, nor does the Obligor warrant the Equipment in any way.
5. Principal payments shall be payable in accordance with the schedule
attached as "Exhibit A", and shall be due on the first day of each month,
beginning November 1, 1999, until repaid in full. Such date of final payment in
full shall be no later than October 1, 2004.
6. Any payment of principal not received by Obligee within seven (7)
days will be subject to an interest charge at an annual rate of 10%, calculated
from the date the payment was due until the date the payment was actually
received.
7. The purchase of the Freezer by the Obligor is contingent upon the
signing of a lease agreement between the Obligor and Warehouse landlord for a
period of at least five (5) years. This Promissory Note and attached Guaranty
Agreement will become an attached exhibit to the Obligor's lease.
8. Effective with the date of this Promissory Note, Obligor will be
responsible for all repairs and maintenance to the Freezer and will provide
appropriate insurance coverage for property damage and general liability.
9. This Promissory Note is secured by a Guaranty Agreement between
Obligor's Principals and Obligee which is attached as "Exhibit B".
2
<PAGE>
10. The Obligor agrees to execute any and all UCC-1 filings and other
security agreements required to secure an unconditional lien on the Freezer, for
the benefit of the Obligee.
11. If any installment of this note remains unpaid 30 days after it due
date, or if a proceeding in bankruptcy, receivership or insolvency shall be
instituted by or against the Obligor, or if the Obligor shall make assignment
for the benefit of creditors, the entire amount of this Promissory Note,
including any interest due, shall become due and payable at the election of the
Obligee without notice and the payment and acceptance of any sum at any time on
account of this Promissory Note shall not be a waiver of such right of election.
12. Obligor agrees to pay on demand all costs and expenses of the
Obligee in connection with the enforcement of this Promissory Note and the
Guaranty Agreement referred to above, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Obligee. The
Obligee hereby waives presentment for payment, demand, notice of dishonor and
protest of this Promissory Note and further agrees that this Promissory Note
shall be deemed to have been made under the laws of the State of Michigan in all
respects, including matters of construction, validity in performance, and that
none of its terms or provisions may be waived, altered, modified or amended
except as the Obligee may consent in writing, duly signed for on its behalf.
Date Triton Prestige Products, Inc.
-----------------------------
Witness
--------------------------- ------------------------------
By: Christopher L. Dalfo
3
<PAGE>
EXHIBIT A
SCHEDULE OF PAYMENTS DUE UNDER THE
PROMISSORY NOTE DATED JULY 1, 1999
<TABLE>
<CAPTION>
Paym't Paym't
No. Due Date Amount No. Due Date Amount
<S> <C> <C> <C> <C> <C>
1 November 1, 1999 1,040.00 31 May 1, 2002 1,560.00
2 December 1, 1999 1,040.00 32 June 1, 2002 1,560.00
3 January 1, 2000 1,040.00 33 July 1, 2002 1,560.00
4 February 1, 2000 1,040.00 34 August 1, 2002 1,560.00
5 March 1, 2000 1,040.00 35 September 1, 2002 1,560.00
6 April 1, 2000 1,040.00 36 October 1, 2002 1,560.00
7 May 1, 2000 1,040.00 37 November 1, 2002 1,820.00
8 June 1, 2000 1,040.00 38 December 1, 2002 1,820.00
9 July 1, 2000 1,040.00 39 January 1, 2003 1,820.00
10 August 1, 2000 1,040.00 40 February 1, 2003 1,820.00
11 September 1, 2000 1,040.00 41 March 1, 2003 1,820.00
12 October 1, 2000 1,040.00 42 April 1, 2003 1,820.00
13 November 1, 2000 1,300.00 43 May 1, 2003 1,820.00
14 December 1, 2000 1,300.00 44 June 1, 2003 1,820.00
15 January 1, 2001 1,300.00 45 July 1, 2003 1,820.00
16 February 1, 2001 1,300.00 46 August 1, 2003 1,820.00
17 March 1, 2001 1,300.00 47 September 1, 2003 1,820.00
18 April 1, 2001 1,300.00 48 October 1, 2003 1,820.00
19 May 1, 2001 1,300.00 49 November 1, 2003 1,300.00
20 June 1, 2001 1,300.00 50 December 1, 2003 1,300.00
21 July 1, 2001 1,300.00 51 January 1, 2004 1,300.00
22 August 1, 2001 1,300.00 52 February 1, 2004 1,300.00
23 September 1, 2001 1,300.00 53 March 1, 2004 1,300.00
24 October 1, 2001 1,300.00 54 April 1, 2004 1,300.00
25 November 1, 2001 1,560.00 55 May 1, 2004 1,300.00
26 December 1, 2001 1,560.00 56 June 1, 2004 1,300.00
27 January 1, 2002 1,560.00 57 July 1, 2004 1,300.00
28 February 1, 2002 1,560.00 58 August 1, 2004 1,300.00
29 March 1, 2002 1,560.00 59 September 1, 2004 1,300.00
30 April 1, 2002 1,560.00 60 October 1, 2004 1,300.00
</TABLE>
4
<PAGE>
EXHIBIT B
GUARANTY
For and in consideration of Ten Dollars and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
undersigned (hereinafter referred to as "Guarantors") hereby unconditionally
guarantee to Dawn Food Products, Inc., its successors and assigns (hereinafter
referred to as "Obligee") that Triton Prestige Products, Inc., whose address is
3090 SW 42nd Avenue, Palm City, Florida 34990 (the "Obligor") shall promptly and
fully perform, pay and discharge all of its present and future liabilities,
obligations and indebtedness to Obligee under a Promissory Note between Obligor
and Obligee, dated July 1, 1999 (the "Note"), all of which liabilities,
obligations and indebtedness are herein individually and collectively call the
"Indebtedness". This Guaranty is an absolute and unconditional Guaranty of
payment and not of collectability. If the Obligor fails to pay the Indebtedness
promptly as the same becomes due, or otherwise fails to perform any obligation
under the Note, guarantors agree to pay on demand the entire Indebtedness and al
losses, costs, attorney fees and expenses which may be suffered by Obligee by
reason of the Obligor's default or the default of the Guarantors hereunder,
without requiring Obligee to 1) proceed against the Obligor by suit or
otherwise, or 2) exercise, pursue or enforce any right or remedy Obligee may
have against the Obligor or any other party.
Guarantor hereby waive notice of any adverse change in the Obligor's
condition or of any other fact which might materially increase Guarantors' risk,
whether or not Obligee has knowledge of the same.
All rights and remedies of Obligee are cumulative and not alternative.
Each provision of this Guaranty is intended to be severable. Any term or
provision hereof declared to be contrary to,
5
<PAGE>
prohibited by or invalid under applicable laws or regulations shall be
inapplicable and deemed omitted herefrom, but shall not invalidate the remaining
terms and provisions hereof.
IN WITNESS WHEREOF, the Guarantors have executed the Guaranty this 15
day of July 1999.
GUARANTORS:
------------------------------ ----------------------------
Witness Christopher L. Dalfo
------------------------------ ----------------------------
Witness Hilbert Binderow
6
<PAGE>
EXHIBIT 4
TRITON PRESTIGE PRODUCTION
SALES ACTIVITY SHEET
MARCH 199_ THROUGH OCTOBER 1, 199_
<TABLE>
<CAPTION>
ANNUAL
CLIENT MARCH APRIL MAY JUNE JULY AUGUST SEPT OCT TOTALS MINIMUM
YR 2000
FORECAST
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ACC DISTRIBUTORS 3,330 6,760 10,090
CENTRAL BALDWIN MIDDLE SCHOOL 3,780 3,780
CLARKE COUNTY SCHOOL DISTRICT 3,600 3,600
CLEMS REFRIGERATED FOODS 5,455 6,445
SCHOOL DISTRICT OF COLLIER COUNTY 4,920 4,920
DOUGHERTY CITY SCHOOLS 3,208 3,208
ESCAMBIA SCHOOLS DISTRICT 21,471 21,471 120,000
FRANKLIN COUNTY SCHOOLS 5,004 5,004
GLOVER FOOD SERVICE 3,591 3,591
GREATER ATLANTA SCHOOLS 1,474 1,359 204 3,036
INSTITUTIONAL WHOLESALE CO. 8,385 5,952 5,972 5,972 28,761 72,000
W/POWELL CO 3,802 3,802
PYA MONARCH ING. 19,556 19,556
SUTHERLAND FOODS SERVICE 3,799 1,089 1,132 1,765 8,840 16,286 32,891 120,000
SYSCO FOOD JACKSONVILLE 2,126 156 2,462 27,135 16,916 4,942 62,731 240,000
SYSCO FOODS ATLANTA 25,532 4,663 4,808 13,745 11,004 10,156 69,908 120,000
SYSCO FOODS LOUISVILLE 6,542 3,189 6,150 0 15,653 60,000
VOL CO. 5,402 5,297 10.699 84,000
WILLIAMS FOODS 11,535 5,310 11.070 28,276 480,000
SYSTEM ROBER TORR 180,000
WALKER 60,000
ATL FOODS 60,000
FOOD SOURCE 96,000
BREVARD 720,000
PACKAGE GOODS 120,000
TOTALS $0 $46,297 $11,025 $3,600 $44,778 $98,983 $58,693 $61,938 $326,222 $2,412,000
</TABLE>
