EXHIBIT 10.56
L E A S E
THIS LEASE, made and entered into on this 13th day of October, 2000 by and
between EXECUTIVE INVESTMENT ASSOCIATES, a Florida General Partnership d/b/a
EXECUTIVE CENTER, hereinafter called Lessor, and Surgical Safety Products, Inc.,
a New York Corporation, hereinafter called Lessee;
W I T N E S S E T H :
That for and in consideration of the mutual covenants hereinafter
contained and the sums of money paid and hereinafter agreed to be paid by Lessee
to Lessor and for other valuable considerations, Lessor does hereby demise and
lease unto Lessee and Lessee does hereby hire and let from Lessor the following
described property situate in Sarasota County, Florida:
Suite No. 300, Executive Center, 3665 Bee Ridge Road, the relative
size and location of the premises being more particularly described in
Exhibit "A" hereto attached (hereafter called "Premises" or "demised
premises"). For purposes of this lease the rentable square footage
area of the Premises shall be deemed to be 2,537 square feet.
1. TERM AND RENT. The term of this lease shall be for a period of six
(6) months and seventeen (17) days, commencing on October 15, 2000 (hereinafter
called "Commencement Date") and expiring on April 30, 2001. Lessee agrees to pay
Lessor, without demand, set-off or deduction, rent for the term as set forth in
Exhibit "B" attached hereto and made a part hereof. Each monthly installment of
rent, as referred to in Exhibit "B", shall be payable in advance to Lessor on
the first (1st) day of each calendar month of the term. If the Commencement
Date, as hereinabove defined, is not on the first (1st) day of a calendar month,
rent for the period between Commencement Date and the first day of the following
month shall be prorated, on a per diem basis, at the monthly rental rate
hereinabove provided. In addition to the rent herein reserved, Lessee shall also
pay as additional rent, the amount of any use or sales tax on said rental
imposed by the State of Florida and any federal or local government, which taxes
and other assessments shall be paid at the same time and in the same manner as
each payment of rent.
2. SECURITY DEPOSIT. Lessee has deposited with Lessor, and Lessor
hereby acknowledges receipt of $3,700.00, the sum of which shall be held by
Lessor, without accrual of interest, as security for the faithful performance by
Lessee of all of the terms of this Lease. Said deposit shall not be mortgaged,
assigned, transferred or encumbered by Lessee without the express prior written
consent of Lessor and any such act on the part of the Lessee shall be without
force and effect and shall not be binding upon Lessor. If any of the rents
herein reserved or any other sum payable by Lessee to Lessor hereunder shall be
overdue or unpaid, or should Lessor make payments on behalf of Lessee, or if
Lessee shall fail to perform any of the terms of this Lease, then Lessor, at its
option and without prejudice to any other remedy which Lessor may have on
account thereof, may appropriate and apply said entire deposit, or so much
thereof as may be necessary to
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compensate Lessor, toward the payment of any rent or additional sum due
hereunder or to any loss or damage sustained by Lessor due to such breach on the
part of Lessee; and Lessee shall forthwith upon demand restore said security
deposit to the original sum deposited. Should Lessee comply with all of the
terms and promptly pay all of the rentals and all other sums payable by Lessee
to Lessor as they become due, said deposit shall be returned in full to Lessee
at the end of the term. In the event of Bankruptcy or other creditor debt
proceedings against Lessee, the security deposit shall be deemed to be first
applied to the payment of rent and other charges due Lessor for all periods
prior to the filing of such proceedings. This deposit may be commingled with
other funds of Lessor.
Lessor may deliver the security and any other deposit made hereunder
by Lessee to the purchaser of Lessor's interest in the Executive Center Office
Building in the event that such interest be sold or otherwise conveyed, and
thereupon Lessor shall be discharged from any further liability with respect to
such deposit; and this provision shall also apply to any subsequent transferee
of Lessor.
3. QUIET ENJOYMENT. Provided Lessee shall pay all rents as herein
agreed and keep and perform all of the terms, covenants and conditions hereof,
Lessee shall peaceably possess and quietly enjoy the demised premises without
hindrance or interruption subject only to the terms hereof, reservations,
restrictions and easements of record and applicable zoning and other
governmental regulations.
4. PREMISES. Lessor shall at Lessor's expense deliver the space with
leasehold improvements "as existing" and as per the attached drawing which shall
include the demising walls, ceiling, lighting, air conditioning, walls,
restrooms, electrical outlets, paint and carpet, all of which shall be building
standard material and finishes. The Lessor at his expense shall have the walls
and woodwork painted in an off white color with a slight blue tint. The Lessor
shall also have the carpets cleaned and make sure that all lights and outlets
are in proper working condition, including the replacement of any ceiling tiles
that need to be replaced. Any upgrade of the office space above building
standard as "it exist" shall be at the sole expense of the Lessee. Lessee shall
be responsible for installation of additional leasehold improvements, including
interior partitions and any nonstandard electrical or plumbing equipment. A
layout of all interior improvements must be submitted to Lessor for approval
before installation.
Exterior glass used in construction of the Executive Center, forming
the exterior walls, is guardian reflective glass one-quarter inch in thickness,
S-Series, silver color, Code SS-8 and special care shall be taken by the Lessee
so as not to scratch the film on the inside of the glass.
5. USE OF PREMISE. The demised premises shall be used solely for
office use as and no other use shall be made thereof without the prior express
written consent of Lessor. Lessee shall make no immoral, offensive or illegal
use of the demised premises or do anything thereon deemed extra hazardous or
which would cause insurance rates to increase. Lessee shall abide by all
reasonable directions and requirements of any insurance company insuring the
premises and shall keep and abide by all laws, ordinances, rules and regulations
of all governmental bodies and their respective regulatory agencies having any
jurisdiction over the demised premises.
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6. UTILITIES. Lessee shall place all accounts for utilities in it's
name and shall pay all charges made for electricity and other utility services
which are separately metered or furnished to the leasehold premises, including
connection charges and deposits, if required. Water and sewage charges for each
office within Executive Center shall be paid by Lessor as part of the Common
Area Maintenance Charges (and reimbursed by Lessee as discussed in paragraph 8).
Lessee shall be responsible for its own janitorial service.
7. MAINTENANCE. Lessor shall not be called upon and shall have no
obligation to make any repairs, improvements or alterations whatsoever to the
Premises except that during the term of this Lease, Lessor shall maintain the
exterior walls (but not glass, plate glass, doors or painting) in good
structural repair, and shall keep the roof of the building watertight; provided,
however, that Lessor shall not be required to make any repairs to the roof or
any part of the Premises until written notice of the need for such repairs is
given to Lessor by Lessee. It is further provided that Lessor shall not be
liable for or required to make any repairs, or perform any maintenance, to or
upon the Premises which are required by, related to or which arise out of
negligence, fault, misfeasance or malfeasance of and by Lessee, its employees,
agent, invitees, licensees or customers, in which event Lessee shall be solely
responsible therefore; and if such repairs are undertaken by Lessor, it shall be
solely at the expense of Lessee and Lessee shall pay said amounts within 30 days
of receipt of billing therefor, or in the alternative shall be considered in
default under the terms of this Lease.
Lessee shall repair, service, keep and maintain the interior of the
Premises, including all plumbing, wiring, piping, sprinkler system, and
fixtures, doors, equipment and appurtenances in good and substantial repair and
in a condition of first class appearance during the entire term of this Lease
and shall replace all glass in the windows and doors broken during the Lease
term. Lessee agrees to make repairs promptly as they may be needed at Lessee's
expense.
8. AIR CONDITIONING MAINTENANCE CONTRACT. Lessor shall enter into a
service agreement for the maintenance of all air conditioning systems within the
Executive Center. Lessee shall be responsible for the expenses of said
maintenance service agreement, said expense to be paid annually as additional
rent, by Lessee along with its rental payment next owing after receipt of a
statement for the amount of said air conditioning maintenance expense from
Lessor. The cost of the air conditioning maintenance contract agreement is based
on a per ton basis on the . total tonnage of systems in the building and Lessee
shall pay its prorata share based on the amount of tonnage in the demised
premises. In the event it is necessary to replace a system, it shall be at the
expense of the Lessor.
9. COMMON AREAS AND COMMON AREA MAINTENANCE EXPENSES.
A. (I) As used herein, "Common Areas" shall mean all paved areas,
parking areas, sidewalks, walkways, curbs, bike stands, interior and
exterior walkways, atrium and mall areas, loading platforms, ramps,
drainage facilities, landscaped areas, restrooms, lighting fixtures, cable
facilities, elevators, stairways and lobbies located on the Executive
Center property, and other areas or facilities on the executive Center
property available for the common use or benefit of Lessees or customers of
the Executive Center.
(ii) "Common Area Maintenance" expenses shall mean all those expenses
(a) arising from or related to the operation of the Executive Center by
Lessor, for maintenance,
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repair, all insurance (including but not limited to fire and casualty,
liability and extended coverage), security (if applicable), lighting or
management of the Common Areas, including but not limited to, pest
extermination, inspection of equipment, supervised fire sprinkler alarm
service, music, removal of rubbish, dirt and debris, planting, landscaping,
maintenance of lighting facilities and drainage systems, heating and
cooling of Common Areas, financial review or audit cost, premiums for
liability property damage, rent, fire and workmens' compensation insurance
for the Executive Center improvements and Common Areas, fees for required
licenses and permits' off-site administrative charges; and management fee
expense not to exceed fifteen percent (15%) of all Common Area Maintenance
expenses; as well as expenses for installation, replacements, maintenance
and operation of all air conditioning and heating systems serving the
Executive Center (however, said maintenance and operation shall not apply
to a heating or air conditioning unit serving an individual Lessee, which
operation, maintenance or replacement would be a cost to the individual
Lessee rather than a Common Area Maintenance expense; (b) arising from or
related to the cleaning, maintenance and repair of the exterior of the
Executive Center improvement; (c) incurred for payment of real property
taxes and assessments assessed against the Executive Center.
B. In addition to the Premises, Lessee shall have the right to nonexclusive
use of the Common Areas.
C. Lessor shall, subject to events beyond its reasonable control, maintain
during the term of this Lease the Common Areas in good order and repair.
The Common Areas shall be subject to the exclusive control and management
of Lessor and Lessor shall have the right to establish, modify, change and
enforce from time to time rules and regulations with respect to the Common Areas
so long as such rules are not discriminatory against Lessee and Lessee agrees to
abide by and conform with such rules and regulations. Lessee shall not permit
delivery of merchandise at any place or time other than as designated by Lessor.
Lessor reserves the right at any time during the term of this Lease to
redesignate, alter, modify, expand, reduce and to change the Common Areas and to
place displays, or other improvements within the Common Areas on either a
temporary or permanent basis.
In the event that Lessor deems it necessary to prevent the acquisition of
public rights in and to the Executive Center grounds and paved areas, Lessor may
from time to time temporarily close portions of the Common Areas, and may erect
private boundary markers or take such steps as deemed appropriate for that
purpose. Such action shall not constitute or be considered an eviction or
disturbance of Lessee's quiet possession of the Premises.
No portion of the Common Areas shall be used by Lessee, or any agent or
employee of Lessee, for any advertising, political campaigning or other similar
use, including without limitation, the dissemination of advertising or campaign
leaflets or flyers.
D. For each calendar year, Lessor shall furnish to Lessee an estimated
budget for the coming calendar year of all Common Area Maintenance expenses.
Lessee agrees to pay to Lessor, as additional rent, Lessee's proportionate share
of all Common Area Maintenance expenses, which payment shall be in the same
ratio that the square footage of the Premises bears to the total leasable square
footage within the Executive Center. Lessee shall pay to Lessor with each
monthly
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rental payment, as additional rent, an amount equal to one-twelfth (1/12) of
Lessee's annual pro rata share of the estimated Common Area Maintenance
expenses, based upon the budget for that year (which budget shall include
Lessor's estimate of real estate taxes and assessments and insurance for the
coming year). Lessor has the right to adjust the actual total leasable square
footage of the building to reflect any changes in square footages of leases
executed, or the remeasurement of part, or all of the leasable area in the
building.
After the conclusion of each calendar year, Lessor shall furnish to Lessee
a statement certified by Lessor as correct reflecting actual Common Area
Maintenance expenses for the Executive Center for the previous year. If said
statement reflects that Lessee paid more than its pro rata share of Common Area
Maintenance expenses in the previous year, Lessee shall be entitled to a credit
against the next rental payment due (and such additional monthly rental payments
thereafter as allow a complete offset of said credit). If said certified
statement reflects that Lessee paid less than its proportionate share of Common
Area Maintenance expenses in the prior year, Lessee shall pay such additional
amount owing, as additional rent, along with the next rental payment due.
10. LIABILITY INSURANCE AND INDEMNIFICATION. Lessor shall not be liable to
Lessee or any other person for any damage to property or injury to persons upon
the demised premises from causes including, but not limited to, act of God,
fire, water or any defect or occurrence arising from or in any way related to
Lessee's use of the premises. Lessee shall indemnify and hold harmless Lessor
from and against any and all liabilities, claims, demands, damages, expenses,
fees, finds, penalties, suits, proceedings, actions and causes of action of any
and every kind arising out of Lessee's use, occupancy, management or control of
the demised premises or any portion thereof, or arising out of or in any way
connected with any act or omission of the Lessee, any of Lessee's sublessees,
licensees, agents or representatives and their respective successors and assigns
or anyone claiming by, through, under or against Lessee, or resulting from any
breach, violation or nonperformance of any covenant, condition or agreement
herein contained on the part of the Lessee to be kept and performed resulting in
loss of life or injury to any person or damage to any property. Lessee shall
defend any and all actions, suits or proceedings which may be brought against
Lessor, or in which the Lessor may be impleaded or joined with others and shall
satisfy, pay and discharge any and all judgments, orders and decrees that may be
recovered against Lessee or Lessor in any such action or proceedings. In
addition to the foregoing, Lessee shall carry and pay for general liability
insurance fully protecting and insuring Lessor and Lessee, and naming Lessor as
an additional insured, from and against any liability, claim, loss, damage or
expense arising out of any of the foregoing with limits in an amount not less
than $1,000,000 combined single limit coverage for all property damage and
bodily injury. Said liability insurance shall be carried in a solvent reputable
insurance company authorized to do business in the State of Florida and approved
by Lessor. Lessee annually shall furnish a certificate showing said insurance to
be in full force and effect upon request of Lessor.
11. GLASS INSURANCE. Lessee shall insure all plate glass at the demised
premises; in the event of breakage, Lessee will replace the plate glass but
Lessor shall be responsible for payment of the deductible amount in Lessee's
insurance policy, said amount not to exceed $100.00. As used here, plate glass
means that glass forming an exterior boundary of Executive Center.
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12. DESTRUCTION OF PREMISES. In the event of the total destruction of the
improvements on the demised premises or such substantial partial destruction
thereof as will cause the entire demised premises to be unfit for the aforesaid
use by fire or otherwise, this lease shall be terminated and the rights of all
parties hereunder shall cease except such rights and liabilities as may have
accrued to the time of such destruction. In the event of partial destruction of
the building located on the demised premises by fire or otherwise, said partial
destruction not rendering the same unfit for the use aforesaid, the rent shall
abate for that portion of the premises rendered untenantable. Such abatement in
the rent shall continue only for such period of time as the premises or portion
thereof is rendered untenantable. In the event of such partial destruction,
Lessor shall restore the same within a reasonable period of time.
13. WAIVER OF DEFAULT. No waiver of any breach of any of the terms,
covenants and conditions hereof shall be taken or construed to be the waiver of
any other or succeeding breach of the same or any other term, covenant or
condition hereof.
14. CORRECTIONS OF DEFAULTS. If Lessee defaults in any of the terms,
covenants and conditions hereof, Lessor may perform the same or procure the
performance thereof without waiving of affecting the option to terminate the
term hereof or waiving said defaults or waiving any rights hereunder. All lease
payments in arrears in excess of ten days and all payment or payments or
expenditures (including reasonable attorney's fees as hereinafter provided) made
by Lessor in the process of enforcing Lessee's obligations under the lease shall
be charged to Lessee, as additional rent, shall become immediately due and
payable and shall bear interest at the highest rate permitted by law from the
date of disbursement by Lessor until paid by Lessee.
15. IDENTITY OF INTEREST. The execution of this lease or the performance of
any of the terms hereof shall not be deemed or construed to have the effect of
creating, between Lessor and Lessee, the relationship of principal and agent or
of a partnership or of a joint venture and the relationship between the parties
hereto shall always be and remain that of Lessor and Lessee.
16. DEFAULT. In the event Lessee shall (a) fail to make any rental or other
payment due hereunder within ten (10) days after same shall become due, or (b)
be adjudged bankrupt, or (c) make an assignment for the benefit of its
creditors, or (d) have its leasehold estate taken upon execution against Lessee,
or (e) abandon the Premises during the term hereof, or (f) breach or fail to
perform any of the agreements herein other than a monetary obligation ("Monetary
Obligations" include but are not limited to payment of rent, Common Area
Maintenance expenses, and additional rents), and shall fail to cure such
non-monetary breach within ten (10) days after written notice from Lessor, such
event shall constitute an event of default and may, at Lessor's option,
constitute a premature termination. Lessee waives any right of notice for
monetary default.
Upon the occurrence of any one or more events of default specified herein,
Lessee shall become a Lessee at sufferance, and Lessor, at its option and at any
time thereafter, may pursue, exercise and enforce either remedy (a) or (b)
below, without notice or demand except as hereinafter provided:
(a) Enter upon and take possession of the lease Premises, using such force
or means as may be necessary and legally permitted, and dispossess and remove
all persons, goods and
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chattels, without liability in law or in equity for any damages caused by such
removal, possession and entry; Lessee hereby waives any and all claims for
damages therefor and hereby discharges Lessor therefrom. Upon said entry by
Lessor, Lessee shall at once surrender possession of the Premises and shall be
liable in damages and subject to equitable action for failure to do so.
Surrender of the Premises shall not in and of itself constitute a termination of
this Lease nor relieve Lessee from any of the terms, covenants, and conditions
hereof. After resuming possession of the Premises, Lessor may:
(I) Relet, as Lessor's agent and without terminating this Lease, the
Premises for such amounts and upon such terms and conditions as Lessor may
deem best under the cir cumstances, whereupon Lessee shall be liable to
Lessor in general damages for the difference between the rentals and other
charges stipulated to be paid by Lessee and what Lessor is able to recover
from a reletting, after deducting any attorney's fees, commissions and
other expenses paid by Lessor with respect to such reletting; or
(ii) Terminate this Lease, whether or not the leased Premises or any
part thereof shall have been relet, by written notice to Lessee, whereupon
this Lease shall end; provided, however, that no such termination of this
Lease shall relieve Lessee of its liability and obligations under this
Lease incurred prior to such termination. upon such termination, Lessee
shall be immediately liable for the damages, present and prospective, which
were the necessary and direct result of Lessee's breach, as well as for any
special damages as may have resulted from such breach. All amounts and
arrearages due and payable to Lessor by Lessee shall bear interest at the
highest rate permitted by law.
(b) Treat the Lease as remaining in existence, curing Lessee's default by
performing or paying the obligation which Lessee has breached, all sums paid or
expenses incurred by Lessor directly or indirectly incurring Lessee's default,
which amounts shall become immediately due and payable and shall bear interest
at the highest rate permitted by law per annum from the date of disbursement by
Lessor until paid by Lessee. If the breach consists of a failure to pay the rent
stipulated in this Lease and Lessor elects to treat the Lease as remaining in
existence, Lessor can take such action as is necessary to recover the rent due
as each installment matures or for the whole amount at the end of the term, or
Lessor can immediately upon the breach take such action as is necessary to
recover the entire remaining unpaid rent for the balance of the term hereof.
Furthermore, Lessor may exercise any and all rights and privileges and
pursue any additional remedies that Lessor may have under the laws of either the
State of Florida or the United States of America that are available in
conjunction with whichever of the above described remedies is chosen.
The remedies for which provision is made in this Article shall not be
exclusive and in addition thereto Lessor may pursue such other remedies as are
provided by law in the event of any breach, default or abandonment by Lessee. In
any event, and irrespective of any option exercised by Lessor, Lessee agrees to
pay and the Lessor shall be entitled to recover all costs and expenses incurred
by Lessor, including reasonable attorneys' fees, in connection with collection
of rent or damages or enforcing other rights of Lessor in the event of a breach
of default or abandonment by Lessee, irrespective of whether or not Lessor
elects to terminate this Lease by
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reason of such a breach, default or abandonment. Lessee hereby expressly waives
any and all rights of redemption, if any, granted by or under any present or
future law in the event Lessee shall be evicted or dispossessed for any cause,
or in the event Lessor shall obtain possession of the Premises by virtue of the
provisions of this Lease, or otherwise.
Any and all sums due under this Agreement from Lessee to Lessor and not
paid on the date due shall bear interest from the date due at the maximum rate
permitted by law until fully paid; and if any payment of rent is not received
within thirty (30) days after the date due, Lessee shall be assessed an amount
of not more than $100.00 per month, as additional rent, for each month of
delinquency, in addition to other sums owing hereunder.
17. ASSIGNMENT AND SUBLETTING. This Lease may not be assigned in whole or
in part and no portion of the demised premises shall be sublet without the prior
written consent of Lessor and any attempted assignment of this lease or
subletting of any of the demised premises without such written consent shall be
void.
18. ACCESS TO PREMISES BY LESSOR. The Lessor or any of Lessor's agents
shall have free access to the demised premises and all parts thereof at all
reasonable times for the purpose of examining same and to make such repairs as
Lessor deems advisable. Lessor at all times shall have a passkey to the demised
premises.
19. NOTICES. Any notice given or required to be given connection with this
lease agreement shall be mailed postage prepaid to Lessor or his agent as
designated herein at Executive Center, c/o Commercial Management & Leasing
Corporation, Realtor, 100 Wallace Avenue, Suite 111, Sarasota, Florida 34237,
and to Lessee at the leasehold premises, or such other address as either party
may direct in writing.
20. CONDEMNATION. In the event a part of the demised premises be taken by
reason of the exercise of the right of eminent domain or be conveyed in
settlement of threatened eminent domain proceedings (both of which are
hereinafter referred to as a "taking"), there shall be an equitable abatement of
the rental herein provided. Said equitable abatement shall be computed based
upon the said rental as same is compared to the market value of the premises for
the use then being made of same immediately before and immediately after said
taking. If all of the demised premises be taken or if so much of the demised
premises be taken that the value of the improvements on the portion not taken is
substantially impaired, then this lease and the terms hereof shall cease and
expire upon 30 days written notice given by Lessor to Lessee, said notice being
given within 30 days of the date of delivery of possession of the demised
premises or portion thereof so taken, to the condemning authority. Upon such
termination, all rents and other charges shall be prorated as of the date of
termination. Lessor shall receive all sums paid by the condemning authority as a
result of such taking.
21. SUBORDINATION. Lessee agrees that this lease shall be subject and
subordinate to any mortgage now a lien upon the aforesaid premises or any future
mortgage executed by Lessor intended to become a mortgage lien against the
demised premises. Lessee further agrees that upon the request of Lessor, he will
promptly execute such documents as may be requested in order to subordinate this
lease to the lien of any present or future mortgage, irrespective of the time of
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execution or time or recording of any such mortgage or mortgages, provided that
the holder of any such mortgage shall enter into an agreement with Lessee, in
recordable form, that in the event of foreclosure or other right asserted under
the mortgage by the holder or any assignee thereof, this lease and the rights of
Lessee hereunder shall continue in full force and effect and shall not be ter
minated or disturbed except in accordance with the provisions of this lease.
Lessee agrees that if requested by the holder of any such mortgage he will be a
party to said agreement and will agree in substance that if the mortgagee or any
assignee of said mortgage shall succeed to the interest of Lessor in this lease,
he will recognize said mortgagee or assignee as his Lessor under the terms of
this lease. Lessee agrees that he will, upon request of Lessor, execute,
acknowledge and deliver any and all instruments necessary or desirable to give
effect to or notice of such subordination. The word "mortgage" as used herein
includes mortgages, deeds of trust, or other similar instruments and any
modification, consolidation, extension, renewal, replacement or substitution
thereof. Lessee agrees that in the event of any mortgaging or proposed sale of
the Executive Center property by Lessor, that Lessee shall execute an estoppel
letter or other reasonable documentation as requested by Lessor.
22. PARKING. Lessee shall have the right to non-exclusive use, in common
with Lessor, other Lessees, and the guests, employees, and invitees of same, of
the automobile parking areas on the above referenced property which surrounds
the office building in which the leasehold premises are located. Lessor shall
have the right at any time to change or modify the design and layout of the
parking area. Lessor reserves right to assign particular parking areas for use
by a particular Lessee and his employees, or by Lessees generally, or by
customers and visitors generally.
23. ALTERATION OR REMOVAL OF IMPROVEMENTS. Lessee shall not make any
alteration or addition to the premises, including the installation of additional
air conditioning equipment, without first obtaining the express prior written
consent of Lessor. Upon expiration and termination of this lease, all
installations, improvements and alterations made by Lessee to the premises
during the term of this lease shall remain a part of the premises as the
property of Lessor. Lessee further agrees that upon the termination of this
lease, Lessee will quit the possession thereof and lease the premises in good,
usable and broom clean condition, equal at lease to the same condition as
existing at the commencement of the term of this lease, reasonable wear and tear
excepted. In the event Lessee fails to deliver the space to Lessor in a broom
clean condition, any and all items remaining in the demised space shall be
deemed to be abandoned by Lessee and Lessor shall have the right to remove any
and all items, and to dispose of said items at no risk to the Lessor, to make
any repairs necessary, and to clean the space to a broom clean condition. The
expense of removing the abandoned items and the cost of repairs and cleaning by
the Lessor shall be billed to the Lessee as additional rent, and paid by the
Lessee within thirty days of receipt of the statement from Lessor. This
obligation shall survive the termination of the lease term.
24. LIENS. Lessee agrees that it will make full and prompt payment of all
sums necessary to pay for the cost of repairs, alterations, improvements,
changes or other work done by Lessee to the Premises and further agrees to
indemnify and hold harmless Lessor from and against any and all such costs and
liabilities incurred by Lessee, and against any all mechanic's, materialman's or
laborer's liens arising out of or from such work or the cost thereof which may
be asserted, claimed or charged against the Premises or the Executive Center.
Notwithstanding anything to the contrary in this lease, the interest of Lessor
in the Premises shall not be subject to liens for improvements made by or for
Lessee, whether or not the same shall be made or done in
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accordance with an agreement between Lessor and Lessee, and it is specifically
understood and agreed that in no event shall Lessor or the interest of Lessor in
the Premises be liable for or subjected to any mechanic's, materialman's or
laborer's liens for improvements or work made by Lessee or for which Lessee is
responsible for payment under the terms of this agreement. All persons dealing
with Lessee are hereupon placed upon notice of this provision. In the event any
notice or claim of lien shall be asserted of record against the interest of
Lessor in the Premises or Executive Center on account of or growing out of any
improvement or work done by or for Lessee, or any person claiming by, through or
under Lessee, or for improvements or work the cost of which is the
responsibility of Lessee, Lessee agrees to have such notice or claim of lien
canceled and discharges of record as a claim against the interest of Lessor in
the Premises or the Executive Center (either by payment and satisfaction or by
removal by transfer to bond or deposit as permitted by law) within ten (10) days
after notice to Lessee by Lessor, and in the event Lessee shall fail to do so
Lessee shall be considered in default under this lease.
Subsequent to the execution of this Lease agreement, Lessor and Lessee may
at Lessor's option execute a Memorandum of this lease, which Lessor may record
among the Public Records of Sarasota County, Florida, setting forth the
provisions of this paragraph.
25. LESSOR'S RIGHT TO SELL. Should Lessor sell assign or convey the title
to the leasehold premises, Lessee shall be obligated to Lessor's successor in
title and shall be required to maintain adherence to the conditions and
requirements of this lease. Lessor has the right to sell or change the name of
the Executive Center at any time. In the event the name "Executive Center" is
changed, all references in this Lease to "Executive Center" shall be deemed to
refer to the building in which the Premises are located (by whatever name is
then applicable).
26. WAIVER OF JURY TRIAL. Both parties agree that, should litigation ensue
concerning interpretation of this lease or disputes in any way related to this
lease agreement, they will waive their right to a jury trial and instead proceed
before only the judge.
27. SUBSTITUTION OF PREMISES. Lessor retains the right, prior to Lessee's
entry into the leasehold premises, to relocate Lessee within the office building
into other office quarters which are of the same or greater square footage.
Lessor further retains the right to relocate Lessee after Lessee has moved into
the leasehold premises, but only under the conditions that Lessee be relocated
into premises which are of the same or greater square footage. Reasonable
expenses associated with such relocation and approved by Lessor shall be paid by
Lessor.
28. COMMISSIONS. Lessee warrants that there are no unpaid claims for
brokerage commissions or finders' fees in connection with the execution of this
Lease, other than Commercial Management & Leasing Corporation, Realtor, whose
fee the Lessor agrees to pay ; Lessee agrees to indemnify Lessor and hold Lessor
harmless from and against all liabilities arising from any other brokerage
claim, including the cost of attorneys' fees involved in addressing such a
claim.
29. ADDITIONAL RENT. All sums of money or charges of any kind or nature
payable by Lessee to Lessor pursuant to this Lease, other than Base Rent, are
herein after defined as "Additional Rent" and except as otherwise set forth
herein, are due and payable with the Base Rent, or as the case may be, within
ten (10) days after Lessee's receipt of an invoice thereof from Lessor.
<PAGE>
30.PARAGRAPH TITLES. Paragraph titles used herein are solely for
convenience and are not to be used in interpreting particular provisions hereof.
31. MISCELLANEOUS PROVISIONS AND DEFINITIONS. All of the terms and
provisions hereof shall be binding upon and the benefits inure to the parties
hereto and their respective heirs, devises, personal representatives, successors
and assigns. The term "Lessee" and "Lessor" shall include all parties so
designated herein, their respective heirs, devises, personal repre sentatives,
successors and assigns. Whenever used herein, the singular number shall include
the plural, the plural the singular and the use of any gender shall include all
genders. This lease and all instruments or documents relating to same and all
references herein shall be construed under Florida law. The venue of any action
or suit brought in connection herewith shall be in the County wherein the
demised premises are situated.
32. HAZARDOUS SUBSTANCES. Lessee shall not cause or permit any Hazardous
Substance to be used, stored, generated, or disposed of on or in the premises by
Lessee, Lessee's agents, employees, contractors, or invitees without first
obtaining Lessor's written consent. If Hazardous Substances are used, stored,
generated, or disposed of on or in the Premises except as permitted above, or if
the Premises become contaminated in any manner for which Lessee is legally
liable, Lessee shall indemnify and hold harmless the Lessor from any and all
claims, damages, fines, judgments, penalties, costs, liabilities, or losses
(including, without limitation, a decrease in value of the premises, damages
caused by loss or restriction of rentable or usable space, or any damages caused
by adverse impact on marketing of the space, and any and all sums paid for
settlement of claims, attorneys' fees, consultant, and expert fees) arising
during or after the Lease Term and arising as a result of that contamination by
Lessee. This indemnification includes, without limitation, any and all costs
incurred because of any investigation of the site or any cleanup, removal, or
restoration mandated by a federal, state, or local agency or political
subdivision. Without limitation of the foregoing, if Lessee causes or permits
the presence of any Hazardous Substance on the Premises and that results in
contamination, Lessee shall promptly, at its sole expense, take any and all
necessary actions to return the Premises to the condition existing prior to the
presence of any such hazardous Substance on the Premises. Lessee shall first
obtain Lessor's approval for any such remedial action.
As used herein, "Hazardous Substance" means any substance that is toxic,
ignitable, reactive, or corrosive and that is regulated by any local government,
The State of Florida, or the United States Government. "Hazardous Substance"
includes any and all material or substances that are defined as "hazardous
waste", "extremely hazardous waste", or a "hazardous substance" pursuant to
state, federal, or local government law. "Hazardous Substance" includes but is
not restricted to asbestos, polychlorobiphenyls (PBCs"), and petroleum.
33. REAL PROPERTY DISCLOSURE. Florida Statutes requires the following
notice be given: "RADON GAS: Radon is a naturally occurring radioactive gas
that, when it has accumulated in a building in sufficient quantities, it may
present health risks to persons who are exposed to it over time. Levels of radon
that exceed Federal and State guidelines have been found in buildings in
Florida. Additional information regarding radon and radon testing may be
obtained from your County Public Health Unit."
<PAGE>
34. OPTIONS TO RENEW. Provided Lessee is not in default, and has not been
in default at any time during the term of this Lease, then Lessor grants unto
Lessee the Option to Renew this Lease for two (2) additional terms of six (6)
months each under the same terms and conditions subject to the following:
A. That Lessee notify Lessor in writing no less than sixty (60) days
prior to the expiration of the primary term, or any extended term,
that Lessee is in fact exercising it's Option to Renew for an
additional six (6) month term.
B. That in the event the Lessee exercises its Option to Renew for its
second six (6) month option, that the Base Rent will increase by an
amount equal to any increase in the Consumer Price Index as described
in Exhibit B RENTAL RIDER.
IN WITNESS WHEREOF the parties have hereunto set their hands and
seals the day and year first above written.
LESSOR
Witnesses: EXECUTIVE INVESTMENT ASSOCIATES
(A Florida General Partnership),
d/b/a EXECUTIVE CENTER
------------------------------
______________________________ By:_______________________________
As to Lessor As General Partner
LESSEE
SURGICAL SAFETY PRODUCTS, INC.,
a New York Corporation.
------------------------------
______________________________ By:_____________________________
As to Lessee G. Michael Swor, Chairman
EXHIBIT A
Lots 1, 2, and 3, Block Z, FOREST LAKES Unit 9, as per plat thereof
recorded in Plat Book 22, page 4, 4-A and 4-B, of the Public Records of Sarasota
County, Florida.
<PAGE>
EXHIBIT B
RENTAL RIDER
Base Rent, Additional Rents shall be payable only in U.S. Dollars. Base Rent for
the first six (6) month term shall be payable in six (6) equal monthly
installments.
Upon execution of this Lease, Lessee agrees to pay the amount of Five
Thousand Seven Hundred Twenty Nine and 28/100 Dollars ($5,729.28) which shall be
applied to the first seventeen days of the Lease term and the Security Deposit
of $3,700.00. The $2,029.28 for the first seventeen days breaks down to
$!,449.08 Base Rent, $447.44 CAM and $132.76 Florida Sales Tax.
Beginning with the rent due on November 1, 2000 and each month
thereafter for the term, the Base Rent shall be $2,642.71 plus CAM and Florida
Sales Tax, which for November and December is a total of $$3,700.89 per month.
Beginning on January 1, 2001 the CAM is subject to adjustment which may have an
effect on the Florida Sales Tax due.
Lessor and Lessee mutually agree that in the event Lessee exercises
an option to renew for a term that exceeds one year from the date of
commencement of this lease, that on November 1, of each year the Base Rent for
each year, or partial year, of this Lease after the first year (hereinafter
referred to as the "Base Year"), the Base Rent shall be adjusted on the basis of
any increase in the cost of living (as reported in the Consumer Price Index, All
Items and Major Group Figures for All Urban Consumers (1982-1984 = 100) (the
"Index") published by the Bureau of Labor Statistics (the "Bureau") of the
United states Department of Labor) between the most recently available monthly
index level at the time of adjustment (hereinafter referred to as the
"Adjustment Level"), and the index level for the same month in the calendar year
in which the commenced (hereinafter referred to as the "Base Level"). The Base
Rent for each year of the term of this after the Base Year shall be computed by
multiplying Base Year by a fraction, the numerator of which shall be the
Adjustment Level, and the denominator of which shall be the Base Level. State as
a mathematical formula, the adjusted amounts shall be computed as follows:
Adjusted Amounts for
Each Year of Term after Base Year =
Adjustment Level X $31,712.50 (Annualized Base Rent) Base Level
If the compilation and/or publication of the Index shall be transferred to any
other department, bureau, or agency of the United States Government, or if the
Bureau shall adopt a successor Index, the Index published by such successor
department, bureau or agency shall be adopted and used as a standard for
computing said adjustments. As soon as possible after publication of all
statistics necessary for calculation of the adjusted amounts applicable to any
calendar year of this after the
<PAGE>
Base Year, Lessor shall compute the amounts to be paid by Lessee during such
year and shall notify Lessee thereof in writing, setting forth the manner in,
and statistics upon, which adjusted Base Rent was computed; in no event shall
Base Rent be decreased from an existing level as a result of adjustment based
upon the Consumer Price Index.
<PAGE>
PERSONAL GUARANTY AGREEMENT
In consideration for the execution of the attached LEASE by Executive
Investment Associates, a Florida General Partnership ("Lessor") with Next
Systems, Inc., a Florida Corporation ("Lessee") for the Premises identified
within Paragraph 1 and located within Executive Center, located at 3665 Bee
Ridge Road, Suite 200, Sarasota, Florida, and to assure the full and complete
performance by Lessee of all obligations undertaken by Lessee with respect to
this LEASE, together with other good and valuable consideration, receipt of
which is hereby acknowledged, the undersigned unconditionally guarantees to
Lessor, and becomes personally liable for, the full and timely payment of all
Base Rent and Additional Rent, and other payments of any nature whatsoever
required during the term of this LEASE, and any extensions, renewals or
assignments thereof, along with any other amounts which may become due,
including without limitation, all costs and expenses of enforcement and
collection, including reasonable attorneys' fees.
IN WITNESS HEREOF, the undersigned, intending to be legally bound,
has executed this Personal Guaranty Agreement as if the ___________ day of
February, 2000.
Witnesses:
_________________________ By:___________________________
Mark J. Flannigan
-------------------------
As to Guarantor
<PAGE>
TABLE OF CONTENTS
Executive Center Lease
Section Page
1. Term and Rent................................................... 1
2. Security Deposit................................................ 1
3. Quite Enjoyment................................................. 2
4. Premises........................................................ 2
5. Use of Premises................................................. 2
6. Utilities....................................................... 2
7. Maintenance..................................................... 2
8. Air Conditioning Maintenance Contract..................... 3
9. Common Areas and Common Area Maintenance
Expenses........................................................ 3
10. Liability Insurance and Indemnification..................... 5
11. Glass Insurance................................................. 5
12. Destruction of Premises....................................... 5
13. Waiver of Default............................................... 5
14. Corrections of Defaults......................................... 5
15. Identity of Interest............................................ 6
16. Default......................................................... 6
17. Assignment and Subletting.................................... 7
18. Access to Premises by Lessor................................ 8
19. Notices......................................................... 8
20. Condemnation.................................................... 8
21. Subordination................................................... 8
22. Parking......................................................... 9
23. Alteration or Removal of Improvements..................... 9
24. Liens........................................................... 9
25. Lessor's Right to Sell.......................................... 9
26. Waiver of Jury Trial............................................10
27. Substitution of Premises........................................10
28. Commissions.....................................................10
29. Additional Rent.................................................10
30. Paragraph Titles................................................10
31. Miscellaneous Provisions and Definitions.................. 10
32. Hazardous Substances.......................................... 10
33. Real Estate Disclosure..........................................11
Exhibit A Legal Description
Exhibit B Rental Rider
Personal Guarantee
Revised 07/98
