<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-QSB
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the three months ended March 31, 2000
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from __________ to __________
Commission File Number 0-26857
THE ROSE GROUP CORPORATION OF NEVADA
(Exact Name of Registrant as Specified in Charter)
NEVADA 59-3575972
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
1748 INDEPENDENCE BOULEVARD, BUILDING A, SARASOTA, FLORIDA
(Address of Principal Executive Offices)
(941) 359-1795
(Registrant's Telephone Number, Including Area Code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
X YES NO
--- ---
There were 8,345,670 shares of the Registrant's $.001 par value common stock
outstanding as of March 31, 2000.
Transitional Small Business Format (check one) YES NO X
--- ---
<PAGE>
THE ROSE GROUP CORPORATION OF NEVADA
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements..................................1
Item 2. Management's Discussion & Analysis of Financial
Condition and Results of Operations................................8
PART II - OTHER INFORMATION
Item 2. Changes in Securities.............................................10
Item 5. Other Information.................................................10
Item 6. Exhibits and Reports on Form 8-K..................................10
SIGNATURES........................................................................11
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The Rose Group Corporation
of Nevada and Subsidiaries
(A Development Stage Enterprise)
Consolidated Financial Statements
For the Three Months Ended March 31, 2000 and 1999 (Unaudited)
Contents
<TABLE>
<S> <C>
Certified Public Accountants' Review Report on Consolidated
Financial Statements..........................................................1
Consolidated Financial Statements:
Consolidated Balance Sheet....................................................2
Consolidated Statements of Operations.........................................3
Consolidated Statements of Changes in Stockholders' Equity..................4-5
Consolidated Statements of Cash Flows ........................................6
Note to Consolidated Financial Statements.....................................7
</TABLE>
<PAGE>
Certified Public Accountants' Review Report
Board of Directors
The Rose Group Corporation of Nevada and
Subsidiaries (A Development Stage Enterprise)
Sarasota, Florida
We have reviewed the accompanying consolidated balance sheet of The Rose Group
Corporation of Nevada and Subsidiaries (a development stage enterprise) as of
March 31, 2000 and the related consolidated statements of operations, changes in
stockholders' equity, and cash flows for the three month period then ended. All
information in these consolidated financial statements is the responsibility of
the management of The Rose Group Corporation of Nevada and Subsidiaries.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the consolidated financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements as of and for the
three month period ended March 31, 2000 in order for them to be in conformity
with generally accepted accounting principles.
/s/ Pender Newkirk & Company
Certified Public Accountants
Tampa, Florida
May 16, 2000
1
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The Rose Group Corporation
of Nevada and Subsidiaries
(A Development Stage Enterprise)
Consolidated Balance Sheet
March 31, 2000 (Unaudited)
<TABLE>
<S> <C>
ASSETS
Current assets:
Cash $ 68,745
Cash held in escrow 790,591
Accounts receivable 3,223
Inventory 152,982
Prepaid expenses 891,058
Other current assets 25,233
-----------
Total current assets 1,931,832
-----------
Equipment, net of accumulated depreciation 86,330
-----------
Other assets:
Offering costs 80,722
Other assets 13,279
-----------
Total other assets 94,001
-----------
$ 2,112,163
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, trade, including related party of $42,250 $ 781,648
Accrued expenses 30,768
Notes payable and current portion of long-term debt 197,662
Current portion of capital lease obligation 16,037
-----------
Total current liabilities 1,026,115
-----------
Long-term liabilities:
Note payable, stockholder 350,000
Capital lease obligation 36,914
Long-term debt 130,000
Accounts payable 35,764
-----------
Total long-term liabilities 552,678
-----------
Stockholders' equity:
Preferred stock; $.001 par value; 2,000,000 shares authorized;
no shares issued and outstanding
Common stock; $.001 par value; 50,000,000 shares authorized;
8,345,670 shares issued and outstanding 8,346
Additional paid-in capital 1,516,963
Common stock subscription payable 1,855,585
Accumulated deficit during development stage (2,847,524)
-----------
Total stockholders' equity 533,370
-----------
$ 2,112,163
===========
</TABLE>
Read certified public accountants' review report. The accompanying notes are an
integral part of the consolidated financial statements.
2
<PAGE>
The Rose Group Corporation
of Nevada and Subsidiaries
(A Development Stage Enterprise)
Consolidated Statements of Operations (Unaudited)
<TABLE>
<CAPTION>
March 13,
Three Months Ended 1997 (Date of
March 31, Inception) to
--------------------------------- March 31,
2000 1999 2000
----------------------------------------------------------
<S> <C> <C> <C>
Sales $ 56,890 $ 151,182 $ 1,108,563
Cost of sales 23,581 86,302 595,859
----------- ----------- -----------
Gross profit 33,309 64,880 512,704
----------- ----------- -----------
Operating expenses:
General and administrative expenses 1,114,396 203,754 3,031,872
Interest expenses 12,787 5,594 83,130
Depreciation and amortization 7,591 1,650 34,631
Catalogue and website expense 244,037
----------- ----------- -----------
1,134,774 210,998 3,393,670
----------- ----------- -----------
Net loss from operations (1,101,465) (146,118) (2,880,966)
Other income 26,965 44,727
----------- ----------- -----------
Net loss $(1,074,500) $ (146,118) $(2,836,239)
=========== =========== ===========
Loss per common share $ (.13) $ (.10) $ (.64)
=========== =========== ===========
Weighted average shares outstanding 8,059,956 1,358,165 4,373,099
=========== =========== ===========
</TABLE>
Read certified public accountants' review report. The accompanying notes are an
integral part of the consolidated financial statements.
3
<PAGE>
The Rose Group Corporation
of Nevada and Subsidiaries
(A Development Stage Enterprise)
Consolidated Statements of Changes in Stockholders' Equity
Three Months Ended March 31, 2000 (Unaudited) and
Period March 13, 1997 (Date of Inception) to March 31, 2000 (Unaudited)
<TABLE>
<CAPTION>
Accumulated
Common Stock Additional Deficit During
------------------------ Paid-in Development Stock
Shares Amount Capital Stage Subscription Total
------ ------ ------- -------------- ------------ -----
<S> <C> <C> <C> <C> <C> <C>
Stock Issued for Cash
(March 1997) 100 $ 1,000 $ 1,000
Net loss for the period $(24,468) (24,468)
--------- ----- --------- -------- -------- ---------
Balance, December 31, 1997 100 1,000 (24,468) (23,468)
Acquisition of company
(March 1998) 5,463,670 5,464 $ 412,093 (404,414) $(14,500) (1,357)
Recapitalization of company
(March 1998) (100) (1,000) (412,093) 393,129 14,500 (5,464)
Net loss for the year (278,747) (278,747)
--------- ----- --------- -------- -------- ---------
Balance, December 31, 1998 5,463,670 5,464 (314,500) (309,036)
Sale of stock for cash, net of
offering cost of $51,750
(March 1999) 300,000 300 97,950 98,250
Stock options issued in
connection with loan
(March 1999) 5,400 5,400
Stock issued for services
rendered (March 1999) 250,000 250 124,750 125,000
Contribution of services
(March 1999) 103,000 103,000
Contribution of offering costs
(March 1999) 30,000 30,000
Sale of stock for cash, net of
offering costs of $17,350
(June 1999) 100,000 100 32,650 32,750
Stock issued in connection
with accounts payable
(June 1999) 75,000 75 37,425 37,500
</TABLE>
Read certified public accountants' review report. The accompanying notes are an
integral part of the consolidated financial statements.
4
<PAGE>
The Rose Group Corporation
of Nevada and Subsidiaries
(A Development Stage Enterprise)
Consolidated Statements of Changes in Stockholders' Equity (continued)
Three Months Ended March 31, 2000 (Unaudited) and
Period March 13, 1997 (Date of Inception) to March 31, 2000 (Unaudited)
<TABLE>
<CAPTION>
Accumulated
Common Stock Additional Deficit During
------------------ Paid-in Development Stock
Shares Amount Capital Stage Subscription Total
------- -------- ---------- -------------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Contribution of offering costs
(June 1999) 10,000 10,000
Sale of stock for cash, net of
offering costs of $58,840
(September 1999) 967,000 967 424,660 (12,500) 413,127
Stock issued for services
(September 1999) 50,000 50 24,950 25,000
Collection of stock
subscription
(December 1999) 12,500 12,500
Sale of stock for cash, net
of offering costs of
$29,550 (December 1999) 640,000 640 289,811 290,451
Net loss for the year ended
December 31, 1999 (1,458,524) (1,458,524)
--------- ------ ---------- ----------- ---------- -----------
Balance, December 31, 1999 7,845,670 7,846 1,180,596 (1,773,024) (584,582)
Stock, options, and warrants
issued for services rendered
(March 2000) (unaudited) 86,867 86,867
Stock issued for services
(March 2000) (unaudited) 500,000 500 249,500 250,000
Common stock subscriptions
payable (March 2000)
(unaudited) 1,855,585 1,855,585
Net loss for the three months
ended March 31, 2000
(unaudited) (1,074,500) (1,074,500)
--------- ------ ---------- ----------- ---------- -----------
Balance, March 31, 2000
(unaudited) 8,345,670 $8,346 $1,516,963 $(2,847,524) $1,855,585 $ 533,370
========= ====== ========== =========== ========== ===========
</TABLE>
Read certified public accountants' review report. The accompanying notes are an
integral part of the consolidated financial statements.
5
<PAGE>
The Rose Group Corporation
of Nevada and Subsidiaries
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
March 13,
Three Months Ended 1997 (Date of
March 31, Inception) to
----------------------------- March 31,
2000 1999 2000
-----------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $(1,074,500) $ (146,118) $(2,836,239)
----------- ----------- -----------
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization 7,591 1,650 34,631
Amortization of loan costs 5,400
Contribution of services 153,000 103,000
Stock, options, and warrants issued for services 336,867 486,867
(Increase) decrease in:
Accounts receivable 4,578 (21,539) (3,223)
Inventory (10,883) (5,122) (152,982)
Prepaid assets (319,558) (328,558)
Catalogue and web site costs (14,450)
Other assets (28,385) (21,500) (38,512)
Increase (decrease) in accounts payable and
other accrued expenses (21,687) (26,792) 323,180
----------- ----------- -----------
Total adjustments (31,477) 65,247 429,803
----------- ----------- -----------
Net cash used by operating activities (1,105,977) (80,871) (2,406,436)
----------- ----------- -----------
INVESTING ACTIVITIES
Acquisition of equipment (9,685) (59,761)
Acquisition of Vascular International of
Nevada, Inc., net (6,821)
----------- ----------- -----------
Net cash used by investing activities (9,685) (66,582)
----------- ----------- -----------
FINANCING ACTIVITIES
Net (payments) borrowings on line of credit (2,104) 24,247 27,662
Proceeds from notes payable 100,000 255,096
Payments on notes payable (10,339) (25,000) (75,000)
Decrease in advances to stockholder 81,608
Proceeds from note payable, stockholder 350,000
Payments on offering costs (80,722) (11,000) (198,212)
Proceeds from issuance of common stock 150,000 1,005,568
Proceeds received from stock subscriptions 1,184,898 1,184,898
Payments under capital lease obligation (2,412) (8,249)
----------- ----------- -----------
Net cash provided by financing activities 1,170,929 238,247 2,541,763
----------- ----------- -----------
NET INCREASE IN CASH 64,952 147,691 68,745
CASH AT BEGINNING OF PERIOD 3,793 1,008
----------- ----------- -----------
CASH AT END OF PERIOD $ 68,745 $ 148,699 $ 68,745
=========== =========== ===========
</TABLE>
Read certified public accountants' review report. The accompanying notes are an
integral part of the consolidated financial statements.
6
<PAGE>
The Rose Group Corporation
of Nevada and Subsidiaries
(A Development Stage Enterprise)
Note to Consolidated Financial Statements
For the Three Months Ended March 31, 2000 and 1999 (Unaudited)
1. FINANCIAL STATEMENTS
In the opinion of management, all adjustments consisting only of normal
recurring adjustments necessary for a fair statement of (a) the results of
operations for the three month periods ended March 31, 2000 and 1999, (b) the
financial position at March 31, 2000, and (c) cash flows for the three month
periods ended March 31, 2000 and 1999, have been made.
The unaudited consolidated financial statements and note are presented as
permitted by Form 10-QSB. Accordingly, certain information and note disclosures
normally included in consolidated financial statements prepared in accordance
with generally accepted accounting principles have been omitted. The
accompanying consolidated financial statements and note should be read in
conjunction with the audited consolidated financial statements and notes of the
Company for the fiscal year ended December 31, 1999. The results of operations
for the three month period ended March 31, 2000 are not necessarily indicative
of those to be expected for the entire year.
Read certified public accountants' review report.
7
<PAGE>
Item 2. Management's Discussion & Analysis of Financial Condition and Results of
Operations
THIS FILING CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS "ANTICIPATED,"
"BELIEVE," "EXPECT," "PLAN," "INTEND," "SEEK," "ESTIMATE," "PROJECT," "WILL,"
"COULD," "MAY," AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE
OPERATIONS, FUTURE CAPITAL EXPENDITURES, AND FUTURE NET CASH FLOW. SUCH
STATEMENTS REFLECT THE COMPANY'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND
FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT
LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN FOREIGN,
POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND
COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET
PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH
ARE BEYOND THE COMPANY'S CONTROL. SHOULD ONE OR MORE OF THESE RISKS OR
UNCERTAINTIES OCCUR, OR SHOULD UNDERLYING ASSUMPTIONS PROVE TO BE INCORRECT,
ACTUAL RESULTS MAY VARY MATERIALLY AND ADVERSELY FROM THOSE ANTICIPATED,
BELIEVED, ESTIMATED, OR OTHERWISE INDICATED. CONSEQUENTLY, ALL OF THE
FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY
STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR DEVELOPMENTS.
The following discussion and analysis should be read in conjunction with the
Company's consolidated financial statements (and related note thereto) included
elsewhere herein.
RESULTS OF OPERATIONS - Three Months Ended March 31, 2000 and 1999
SALES
Sales for the period ended March 31, 2000 were $56,980 as compared to $151,182
for the period ended March 31, 1999, a decrease of $94,292, or 62 percent. This
decrease is primarily the result of decreased orders from Target during the
first quarter of 2000.
COST OF SALES
Cost of sales for the period ended March 31, 2000 was $23,581 (or 41.4 percent
of sales) compared to $86,302 (or 57.1 percent of sales) for the period ended
March 31, 1999. The decrease in cost of sales is due to decreased orders from
Target during the first quarter of 2000.
As a result of the change in the product sales mix, the Company realized an
increase in gross profit percentage in 2000 as compared to 1999, with a gross
profit percentage of 58.5 in the period ended March 31, 2000 versus 42.9 percent
during the same period in 1999.
8
<PAGE>
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses amounted to $1,114,396 for the three months
ended March 31, 2000 as compared to $203,754 in 1999. The increase of $910,642
for the period is primarily due to the building of e-commerce management,
facilities, infrastructure, and equipment acquisition.
INTEREST EXPENSE
Interest expense for the period ended March 31, 2000 was $12,787 as compared to
$5,594 for the same period in 1999. The increase is the result of the building
of e-commerce management, facilities, infrastructure, and equipment acquisition.
LOSS BEFORE INCOME TAXES
The preceding factors combined to show an increase in net loss totaling $928,382
for the period ended March 31, 2000 as compared to the three month period ended
March 31, 1999. There was a net loss of $1,074,500 for the period ended March
31, 2000 as compared to a net loss of $146,118 for the comparable period in
1999.
LIQUIDITY OF CAPITAL RESOURCES
The Company had working capital of $905,717 at March 31, 2000, which represented
a decrease in the deficit of $1,125,060 from the working capital deficit of
$219,343 at March 31, 1999. The decrease in the deficit is mainly due to an
increase in cash provided by financing activities and the addition of a prepaid
expense for the Yahoo! agreement.
OPERATING ACTIVITIES
For the three months ended March 31, 2000, net cash used by operating activities
amounted to $1,105,977, an increase from net cash used by operating activities
of $80,871 for the comparable period in 1999. This increase in cash used is
primarily a result of the building of e-commerce management, facilities,
infrastructure, and equipment acquisition.
INVESTMENT ACTIVITIES
For the three months ended March 31, 2000, net cash used by investing activities
amounted to $0 as compared to net cash used by investment activities of $9,685
for the comparable period in 1999. The decrease in cash used is due to the
Company not purchasing equipment.
FINANCING ACTIVITIES
The Company's financing activities include payments on borrowings, offering
costs, and capital leases. Net cash of $1,170,929 was provided by financing
activities for the three months ended March 31, 2000 as compared to net cash
provided by financing activities of $238,297 for the three months ended March
31, 1999. Utilization of the Company's line of credit and the proceeds from
the Company's Regulation D offering, were the principal sources of cash in
the current period.
9
<PAGE>
CAPITAL RESOURCES
At March 31, 2000, the Company does not have any material commitments for
capital expenditures other than for those expenditures incurred in the ordinary
course of business.
The Company believes that its current operations and cash balances will be
sufficient to satisfy its currently anticipated cash requirements for the next
twelve months. However, additional capital could be required in excess of the
Company's liquidity, requiring it to raise additional capital through an equity
offering, secured or unsecured debt financing. The availability of additional
capital resources will depend on prevailing market conditions, interest rates,
and the existing financial position and results of operations of the Company.
PART II - OTHER INFORMATION
Item 2. Changes in Securities
During the three month period ended March 31, 2000, the Company issued
500,000 shares of common stock to certain officers and directors of the
Company for services rendered. The stock was valued at its then fair market
value of $.50 per share. The shares were not registered under the Securities
Act of 1933, and were offered pursuant to an exemption from registration for
offerings to accredited investors.
Item 5. Other Information
On March 22, 2000, the Company executed a lease for space in which to relocate
its executive offices which were previously located in the same building as its
distribution center. The leased space is located at 1748 Independence Boulevard
in Sarasota, Florida, and consists of 4,240 square feet at a base rental rate of
$3,091.67, plus air conditioning maintenance and taxes for the first year of
$248.52, during the initial term. The rental rate is subject to annual increases
in the base rental and taxes during the initial term. The term of the lease is
for three years commencing on April 1, 2000, and is renewable for another three
year option term upon the same terms as the original lease at an increased
rental rate during each year of the option term. The Company is additionally
responsible for the payment of all utilities and insurance upon the space during
the term of the lease.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Lease Agreement between The Rose Group Corporation of Nevada and
Oak Park Partners dated March 22, 2000
27 Financial Data Schedule
(b) Current Reports on Form 8-K
None.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned, thereto duly authorized:
THE ROSE GROUP CORPORATION OF NEVADA
Dated: MAY 22, 2000 By: /s/ SHELDON R. ROSE
------------ ---------------------------------------
Sheldon R. Rose
President, Chief Executive Officer and
Chief Financial Officer
11
<PAGE>
Exhibit 10.1
OAK PARK BUSINESS CENTER LEASE
AGREEMENT OF LEASE MADE THIS 22nd day of March, 2000, between OAK PARK
PARTNERS, LTD., whose address is 1743 Independence Boulevard, Suite D-6,
Sarasota, Florida 34234 (hereinafter referred to as "Landlord"), and The Rose
Group Corporation of Nevada, a Nevada corporation (hereinafter referred to as
"Tenant"), whose address is 1535 Northgate Boulevard, Sarasota, Florida 34234.
1. DEMISED PREMISES: (a) Landlord leases to Tenant and Tenant leases
from Landlord those certain premises in the Oak Park Business Center
(hereinafter referred to as "Center"), located at 1748 Independence Boulevard,
County of Sarasota, State of Florida, which premises are more particularly
described as follows: Building A, which shall be deemed for al purposes relating
hereto comprise approximately 4,240 square feet (all hereinafter collectively
called the "Demised Premises" or "Leased Premises" or "Premises"). (b) A diagram
of the Center is attached hereto and made a part hereof and marked Exhibit A.
Said Exhibit A sets forth the general layout of the Center and shall not be
deemed to be a warranty, representation or agreement on the part of Landlord
that said Center is exactly as indicated on said diagram. Landlord may increase,
reduce or change the number, dimensions or locations of the walks, buildings and
parking areas in any manner whatsoever that Landlord may deem proper, and
Landlord reserves the right to make alterations or additions to, and to build
additional units on, the building in which the Demised Premises are contained
and to add buildings adjoining same or elsewhere in the Center. (c) Use and
occupancy by Tenant of the Demised Premises shall include the use, in common
with others, of the Center's common areas and facilities as hereinafter more
fully provided.
2. USE OF PREMISES: Tenant shall use the Demised Premises solely for
the purpose of conducting the business of: offices. Tenant shall not use or
permit or suffer the use of the Demised Premises for any other business or
purpose.
3. RENT AND LENGTH OF TERM: The term of this Lease shall be for 3
year(s) following the commencement of the term unless sooner terminated or
extended as hereinafter provided, beginning the 1st day of April, 2000, and
ending the 31 day of March, 2003, at and for the agreed total base rental of
$117,660.00, including annual rent increases, but not including applicable air
conditioning maintenance policy charges and sales tax, per scheduled "B",
payable as follows. The sum of $3,091.67 payable April 1, 2000 and on the first
day of each month per rent schedule attached hereto and made a part hereof and
marked Exhibit B and on the first day of each and every month thereafter until
the total rent is full paid. Any applicable rental, sales and/or other taxes
shall be paid simultaneously with all rental payments. Any and all other
payments to be made by Tenant to Landlord under the terms and provisions of this
Lease shall be deemed to be and shall become additional rental hereunder,
whether or not the same is designated as such, and shall be due and payable on
demand or together with the next succeeding installment of rental, whichever
shall first occur, together with interest thereon, and Landlord shall have the
same remedies for failure to pay same as for nonpayment of rental.
4. LAST MONTH'S RENT: Tenant has deposited with Landlord the sum of
$3,718.25 to be held by Landlord throughout the term of this Lease and any
renewal or extension thereof. Upon Tenant's default under any term or provision
of this Lease, Landlord may apply the same in liquidation of any installment of
rental or additional rental when due, or in liquidation of Landlord's damages;
and Landlord shall not thereby waive any right or remedy
1
Initials Tenant(s) S.R. Landlord E.H.S.
----- -------
<PAGE>
available to Landlord under this Lease or by law with respect to such default.
In all other events and provided that Tenant is not in default hereunder, said
sum shall be credited towards the amount of the last month's rent due under this
Lease or by law with respect to such default. In all other events and provided
that Tenant is not in default hereunder, said sum shall be credited towards the
amount of the last month's rent due under this Lease or any renewal or extension
thereof. Tenant agrees that Landlord may commingle said sum with other moneys of
Landlord and that Landlord shall be entitled to retina all interest, if any,
earned thereon.
5. COMMENCEMENT OF TERM: The term of this Lease shall commence upon the
earlier of the following dates: (a) the date set forth in Article 3, above, or
(b) three (3) days from the date Landlord shall notify Tenant that the Demised
Premises are ready for occupancy. In the event this Lease shall commence on a
day other than the first day of a month, then rent shall be immediately paid for
such fractional first month, prorated on the basis of a thirty (30) day month,
and the term of this Lease shall commence on the first day of the month next
succeeding. Tenant shall, upon request by Landlord or any holders of a mortgage
on the fee, execute and deliver to Landlord or such mortgagee, within five (5)
days from the date requested, a written declaration duly executed and
acknowledged in recordable form, without charge, stating the commencement and
termination dates hereof and certifying that Tenant is in possession of the
Demised Premises, that this Lease is valid and subsisting and in full force and
effect, that Landlord is not in default under any terms of this Lease, if true,
and that there are no defenses or offsets hereto (or stating any such defenses
or offsets claimed by Tenant).
6. SECURITY DEPOSIT: (a) Tenant shall deposit with Landlord as security
the sum of $3,091.67 at the ensealing of this instrument. Said deposit shall be
held by Landlord, without liability for interest, as security for the faithful
performance by Tenant of all of Tenant's obligation hereunder. Said security
deposit shall not be mortgaged, assigned, transferred or encumbered by Tenant.
(b) If any sum payable by Tenant to Landlord hereunder shall be overdue and
unpaid, or if Landlord makes payment(s) on behalf of Tenant, or if Tenant fails
to comply with any of the terms of this Lease, then Landlord may, at its option
and without prejudice to any other remedy which Landlord may have on account
thereof, appropriate and apply the entire security deposit, or so much thereof
as may be necessary to compensate Landlord for the nonpayment of rent or
additional rent, or loss or damage sustained by Landlord due to such breach on
the part of Tenant; and Tenant shall forthwith, upon demand, restore said
security deposit to the original sum deposited. Should Tenant comply with all of
said terms and promptly pay al of the rentals as they fall due and all other
sums payable by Tenant to Landlord said deposit shall be returned in full to
Tenant at the end of the term. (c) In the event of bankruptcy or other
credit-debtor proceedings against Tenant, all securities shall be deemed to be
applied first to any costs or charges occasioned by such event or to the payment
of rent for all periods prior to the filing of such proceedings.
7. TRANSFER OF DEPOSIT: Landlord shall deliver the funds deposited
hereunder by Tenant to the Purchaser of Landlord's interest in the Demised
Premises in the event that such interest be sold, and thereupon Landlord shall
be discharged from any further liability with respect to such deposit. However,
the Successor Landlord and/or Transferee shall be responsible for Tenants
security deposit.
8. PLACE OF PAYMENTS: Tenant shall make all payments of rent or other
payments required under this Lease on the fist day of each and every month in
advance without
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demand at the office of Landlord in the City of Sarasota or such other place and
to such other person as the Landlord may from time to time designate in writing.
9. ASSIGNMENT AND SUBLETTING: Tenant shall not assign, mortgage or
encumber this Lease, in whole or in part, or sublet all or any part of the
Demised Premises, without the prior written consent of Landlord, which consent
shall not be unreasonably withheld. The consent by Landlord to any assignment or
subletting shall not constitute a waiver of the necessity for such consent to
any subsequent assignment or subletting. This prohibition against assigning or
subletting shall be construed to include a prohibition against any assignment or
subletting by operation of law. If this Lease be assigned or if the Demised
Premises or any part thereof be occupied by anybody other than the Tenant,
Landlord may collect rent from the assignee, or occupant, and apply the net
amount collected to the rent herein reserved, but no such assignment,
underletting, occupancy or collection shall be deemed a waiver of this provision
or the acceptance of the assignee, under tenant or occupancy as tenant, or as a
release of Tenant from the further performance by Tenant of the provisions on
its part to be observed or performed herein unless Landlord consents in writing.
Notwithstanding the previous sentence, in the event Landlord approves of an
assignment by Tenant of Tenant's interest in the Lease to another party,
Landlord agrees that Tenant shall be released from all further liabilities in
connection with this Lease, but only if the Successor Tenant, in Landlord's sole
discretion, is sufficiently creditworthy. Alternatively, at Landlord's sole
option, Landlord shall terminate this Lease and enter into a new Lease with the
new party. Other than the case of a public offering of stock through a publicly
traded exchange, if the majority of the outstanding capital stock of the
Tenant's corporation be changed, the Tenant shall notify Landlord and Landlord
shall have the right, at its option, to terminate this Lease upon five (5) days
notice to Tenant.
10. CONSTRUCTION OF DEMISED PREMISES: If Landlord makes any
improvements or constructs or installs any items or equipment for Tenant in the
Demised Premises, all costs in connection therewith shall be paid by Tenant
within fifteen (15) days after receipt of a bill therefor, as specified and
described on Exhibit C of this Lease. Tenant hereby acknowledges that the
Demised Premises are in the condition called for by this Lease an that Landlord
has performed all of Landlord's work, if any, with respect thereto.
11. TENANT'S INSTALLATIONS: Tenant shall not make, authorize or allow
any improvements or construction or installation of fixtures or equipment in the
Demised Premises without first obtaining Landlord's written approval and
consent. Tenant shall present to Landlord plans and specifications for any such
work reasonably in advance of the time such approval is sought. Landlord
reserves the right before approving any such work to require Tenant to furnish
Landlord with evidence satisfactory to Landlord of a) financial arrangements
made by Tenant to promptly pay for any such work Tenant proposes in or on the
Demised Premises, and b) the competence and experience of those Tenant proposes
to have perform any such work. If Landlord approves such work, Tenant must,
before commencing same, present to Landlord all applicable building or other
permit(s) together with a hold-harmless letter and proof of liability and
workmen's compensation insurance from Tenant's contractor. Any alterations or
changes in the Demised Premises and all additions, fixtures and/or improvements,
except only store and office furniture and fixtures which shall be readily
removable without injury to the premises, shall be and remain a part of the
Premises at the expiration of this Lease, unless Landlord notifies Tenant to
remove same and restore the Premises to their condition at the commencement
hereof, in which case Tenant shall comply at Tenant's sole cost and expense.
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12. MECHANIC'S LIENS: Should any mechanic's or other liens be filed
against the Demised Premises or any part thereof for any reason whatsoever by
reason of Tenant's acts or omissions or because of a claim against Tenant,
Tenant shall cause the same to be canceled and discharged of record by bond or
otherwise within ten (10) days after notice by Landlord.
13. OPERATION OF BUSINESS: Tenant shall: (a) keep the Demised Premises
and exterior and interior portions of windows, doors and all other glass or
plate fixtures in a neat, clean, sanitary and safe condition; (b) neither
solicit business nor distribute advertising matter in the parking or other
common areas; (c) not place any weight upon the floors which shall exceed 75
pounds per square foot of floor space covered; business machines and mechanical
equipment shall be placed and maintained by Tenant at Tenant's expense in
settings sufficient in Landlord's judgment to absorb and prevent vibration,
noise and annoyance; (d) be responsible for and pay before delinquency all
municipal, county or state taxes assessed during the term of this Lease against
any leasehold interest or personal property of any kind, owned by or placed in
or about the Demised Premises by the Tenant, or against Tenant's use of the
Demised Premises, and Tenant shall save Landlord harmless from any penalties,
fines, costs, expenses or damages resulting from failure to do so; (e) if the
Demised Premises be and become infested with vermin, (not including the
pre-infestation of termites prior to Tenant's occupancy) at Tenant's expense,
cause the same to be exterminated from time to time to the satisfaction of the
Landlord and shall employ such exterminators and such exterminating company as
shall be approved by Landlord. Tenant shall have the right to have the leased
premises inspected for termites within the first thirty (30) days of Tenants
occupancy of same; (f) not use or allow others to use the water and was closets
and other plumbing fixtures for any purpose other than those for which they were
designed or constructed, and no sweepings, rubbish, rags, acids or like
substances shall be deposited therein; (g) have placed inside the Demised
Premises, upon delivery, all merchandise, boxes, furniture, etc., and (h) keep
the front and rear exterior areas of the property swept and free of any
merchandise, boxes, furniture, refuse, cobwebs and debris at all times.
14. LAWS, WASTE OR NUISANCE: Tenant shall, at its own cost and expense:
(a) comply with all governmental laws, ordinances, orders and regulations
affecting the Demised Premises now in force or which hereafter may be in force;
(b) comply with and execute all rules, requirements and regulations of the Board
of Fire Underwriters, Landlord's insurance companies and other organizations
establishing insurance rates; (c) not suffer, permit or commit any waste,
unreasonable noise, disturbance or nuisance whatsoever on said premises
detrimental to same or annoying to other tenants or to the neighbors.
15. SIGNS, AWNINGS AND CANOPIES: With the exception of any sign
described in Exhibit "D" of this Lease, Tenant shall not attach any signs,
awnings or canopies to the premises, or place any lettering on the plate glass
windows, unless such signs, and such lettering, be of a type, kind, character
and description to be approved in writing by the Landlord, in the interests of
having a uniform system of lettering and display signs on all of the units in
the building of which the Demised Premises are a part. Tenant shall maintain any
such signs or other installation as may be approved in good condition and
repair. All exterior signs must be approved by the governmental body having
jurisdiction over same, after Landlord's written approval is obtained. Standard
Center tenant signage shall be arranged by Landlord at Tenant's sole cost within
forty-five (45) days of occupancy by Tenant of the Premises.
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16. REPAIRS: Landlord shall keep the exterior roof and walls of the
building in which the Demised Premises are situated in good repair, but the
Tenant shall give to the Landlord seven (7) days written notice of needed
repairs, and the landlord shall have a reasonable time thereafter to make them,
provided, however, that should such damage be occasioned by an act of the
Tenant, the Landlord shall assume no responsibility whatever for the repair
thereto, and in addition, the Landlord may hold the Tenant responsible for such
damage. Landlord has no obligations for repairs of any kind, nature or
description except as specifically set forth herein, and there shall be no
setoff against payment of rent for any reason. Representations and covenants by
the Landlord as to the Demised Premises shall be enforceable by the Tenant in
the manner prescribed by law, and the refusal to pay rent shall be a breach of
the lease and not a setoff. Tenant shall, at its own cost and expense, take good
care of and make necessary repairs, structural and otherwise, to the interior of
the Demised Premises, and the fixtures and equipment therein and appurtenances
thereto, including the exterior and interior windows, doors and entrances, store
fronts, signs, showcases, floor coverings, interior walls, columns and
partitions; and lighting, heating, plumbing and sewage facilities, and
electrical equipment. Landlord shall maintain the air conditioning installations
and appurtenances in good repair and order. Tenant is responsible for cleaning
all ducts and replacing and maintaining the appurtenances in good repair and
order . Tenant is responsible for cleaning all ducts and replacing all filters.
Reasonable written notice to Landlord, specifying the repairs to be made,
constitutes and absolute condition precedent to Landlord's duty of repair.
Tenant shall pay as additional rent $30.00 per month for the purpose of an air
conditioner maintenance policy.
17. TENANT'S FAILURE TO REPAIR: If Tenant (a) refuses or neglects to
make repairs, or (b) if Landlord is required to make exterior or structural
repairs by reason of Tenant's negligent acts or omissions, Landlord shall have
the right, after giving Tenant ten (10) days written notice, except in the event
of an emergency, in which case no advance notice will be required, but shall not
be obliged, to make such repairs on behalf of and for the account of Tenant. In
such event, such work shall be paid for by the Tenant as additional rent
promptly upon receipt of a bill therefor.
18. UTILITY CHARGES: Landlord shall not be liable in the event of any
interruption in the supply of any utilities. Tenant agrees that it will not
install any equipment which will exceed or overload the capacity of any utility
facilities and that if any equipment installed by Tenant which shall require
additional utility facilities, the same shall be installed at Tenant's expense
in accordance with plans and specifications to be approved in writing by
Landlord. Tenant shall be solely responsible for and shall promptly pay all
charges for use or consumption for sewer, water, gas, telephone, electricity,
garbage, or any other utility services. Should Landlord elect to supply any
utility services. Tenant agrees to purchase and meter, security deposit for same
and any tap-in fees/assessments levied by the water/sewer utility company or any
other authority. These shall be paid by Tenant to Landlord upon execution of
this Lease, or if the amount is not known at the time of execution, this amount
shall be paid immediately upon Landlord presenting Tenant with a statement.
Failure to pay within twenty (20) days shall constitute a default under this
Lease and Landlord shall have all rights and remedies under this Lease and under
the laws of the State of Florida.
19. MAINTENANCE OF COMMON AREAS: All common areas and other facilities
in or about the Center provided by Landlord shall be subject to the exclusive
control and management of Landlord. Landlord shall have the right to construct,
maintain and operate
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lighting and other facilities on all said areas and improvements; to police the
same; to change the area, level, location and arrangement of parking areas and
other facilities; to build multi-story parking facilities; to restrict parking
by Tenants, their officers, agents and employees; to close all or any portion of
said areas or facilities to such extent as may be legally sufficient to prevent
a dedication thereof or the accrual of any right to any person or the public
therein; to close temporarily all or any portion of the parking areas or
facilities to discourage non-customer parking. Landlord shall operate and
maintain the common facilities in such manner as Landlord in its discretion
shall determine, and Landlord shall have full right and authority to employ and
discharge all personnel with respect thereto.
20. INDEMNITY: (a) Tenant shall indemnify Landlord and save Landlord
harmless from suits, actions, damages, liability and expense in connection with
loss of life, bodily or personal injury or property damage arising from or out
of any occurrence in, upon or at or from the Demised Premises or the occupancy
or use by Tenant of said premises or any part thereof, or occasioned wholly or
in part by any act or omission of its agents, contractors, employees, servants,
invitees, licensees or concessionaires, including the sidewalks and common areas
and facilities within the Center development; and (b) Tenant shall store its
property in and shall occupy the Demised Premises and all other portions of the
Center at its own risk, and releases Landlord, to the full extent permitted by
law, from all claims of every kind resulting in loss of life, personal or bodily
injury or property damage; (c) Landlord shall not be responsible or liable at
any time for any loss or damage to Tenant's merchandise or equipment, fixtures
or other personal property of Tenant or to Tenant's business; and (d) Landlord
shall not be responsible or liable to Tenant or to those claiming by, through or
under Tenant for any loss or damage to either the person or property of Tenant
that may be occasioned by or through or under Tenant for any loss or damage to
either the person or property of Tenant that may be occasioned by or through the
acts or omissions of persons occupying adjoining premises; (e) Landlord shall
not be responsible or liable for any defect, latent or otherwise, in any
building in the Center or any of the equipment, machinery, utilities, appliances
or apparatus therein nor shall it be responsible or liable for any injury, loss
or damage to any person or to any property of Tenant or other person caused by
or resulting from bursting, breakage or by or from leakage, steam, running or
the overflow of water or sewage in any part of said premises or for any injury
or damage caused by or resulting from acts of God or the elements, or for any
injury or damage caused by or resulting from any defect or negligence in the
occupancy, construction, operation or use of any said premises; (f) Tenant shall
give prompt notice to Landlord in case of fire or accident in the Demised
Premises or in the building of which the Demised Premises are a part or of
defects therein or in any fixtures or equipment; (g) in case Landlord shall
without fault on its part be made a party to any litigation commenced by or
against Tenant, the Tenant shall protect and hold Landlord harmless and shall
pay off costs, expenses and reasonable attorney's fees and (h) Tenant shall also
pay all costs, expenses and reasonable attorney's fees that may be incurred or
paid by Landlord in enforcing the terms of this Lease (1) Notwithstanding
anything contained in this paragraph. Tenant shall not Indemnify Landlord for
any damages to Tenant and/or Tenant's property which are caused by Landlord's
negligent conduct.
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21. INSURANCE: Tenant shall maintain at its own cost and expense: (a)
fire insurance and Improvements and Betterments Insurance in the amount adequate
to cover the cost of replacement of all decorations, fixtures, including air
conditioning and boiler equipment, contents and improvements in the Demised
Premises in the event of fire, vandalism, malicious mischief and casualties
included in special extended coverage and (b) PUBLIC LIABILITY INSURANCE on an
occurrence basis with minimum limits of liability in an amount of FIVE HUNDRED
THOUSAND DOLLARS ($500,000,000) for bodily injury, personal injury or death to
any one person and FIVE HUNDRED THOUSAND DOLLARS ($500,000) (or bodily injury,
personal injury or death to more than one person end FIVE HUNDRED THOUSAND
DOLLARS ($500,000.00) with respect to damage to property: or a single limit of
FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) covering bodily injury, personal
injury or death to any one or more than one person and property damage; (c) all
outside plate glass In the Demised Premises; and (d) if there Is a boiler in,
adjoining or beneath Demised Premises, broad form boiler insurance in the amount
of ONE HUNDRED THOUSAND DOLLARS ($100,000.00). Said insurance policies shall
Insure the Tenant and Landlord as the parties insured thereby.
22. INSURED'S WAIVER, NOTICE: Any insurance procured by Tenant as
herein required shall be issued in the name of the Tenant by a company licensed
to do business in the State of Florida and name the Landlord as an additional
insured and shall contain endorsements that: (a) such insurance may not be
canceled or amended with respect to Landlord without thirty (30) days written
notice by registered mall to Landlord by the insurance company; and (b) Tenant
shall be solely responsible for payment of premiums and that Landlord shall not
be required to pay any premiums for such insurance; and (c) in the event of
payment of any loss covered by such policy, Landlord shall be paid first by the
insurance company for its loss; and (d) any insurance policies herein required
to be procured by Tenant shall contain an express waiver of any right of
subrogation by the insurance company against the Landlord. A copy of the policy
or a certificate of all such insurance shall be delivered to Landlord by Tenant
within ten (10) days of issuance of such policy by the insurance company. The
minimum limits of any Insurance coverage required herein shall not limit
Tenant's liability under Article 20.
23. INCREASE IN INSURANCE PREMIUMS: Tenant shall not stock, use or sell
any article or do anything in or about the Demised Premises which may be
prohibited by Landlord's insurance policies or any endorsements or forms
attached thereto, or which will increase any insurance rates and premiums on the
Demised Premises, the building of which they are part and all other buildings in
the Center. Tenant shall pay on demand any increase in premiums for
Landlord's insurance that may be charged on such insurance carried by Landlord
resulting from Tenant's use and occupancy of the Demised Premises or the Center
whether or not Landlord has consented to the same. In determining whether
increased premiums are the result of Tenant's use, occupancy or vacancy of the
Demised Premises, a schedule issued by the organization making the fire extended
coverage, vandalism and malicious mischief, special extended coverage or any
all-risk insurance rates for said premises or any rule books issued by the
rating organization or similar bodies or by rating procedures or rules of
Landlord's insurance companies shall be conclusive evidence of the several Items
and charges which make up the insurance rates and premiums on the Demised
Premises and Center. If due to the (a) occupancy, or (b) abandonment, or (c)
Tenant's failure to occupy the Demised Premises as herein provided, any
insurance shall be canceled by the insurance carrier or if the premiums for
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any such insurance shall be increased, then In any of such events Tenant shall
Indemnify and hold Landlord harmless and shall pay on demand the increased cost
of such insurance. Tenant also shall pay on any such events any increased
premium on the runt insurance that may be carried by Landlord for its protection
against rent loss through fire or other casualty.
24. DESTRUCTION: If the Demised Premises shall be partially damaged by
any casualty insurable under the Landlord's insurance policy, Landlord shall,
upon receipt of the insurance proceeds, repair the same with reasonable speed.
and a just and proportionate part of the rent shall be abated until so repaired.
The obligation of Landlord hereunder shall be limited to the basic building,
store front and the replacement of any interior work originally installed by
Landlord. If more than fifty (50%) percent of the Demised Premises shall be
rendered untenantable or should be damaged as a result of a risk which is not
covered by Landlord's insurance, or if fifty (50%) percent or more of the
rentable area of the Center shall be damaged or destroyed by fire or other
cause, notwithstanding that the Demised Premises may be unaffected by such
event. then or In any such events, Landlord may elect 10 repair the damage or
may cancel this case within ninety (90) days of said occurrence by notice of
Cancellation to Tenant and Tenant shall vacate the Demised Premises. Tenant's
liability for rent upon the termination of this Lease shall cease as of the day
following the event or damage. Unless this Lease is terminated by Landlord.
Tenant shall hold the proceeds or all insurance carried by Tenant on its
property and improvements in trust for the purpose of repair and replacement. in
the event Landlord elects to repair the damage any abatement of rent shall end
five (5) days after notice by Landlord to Tenant that the Demised Premises have
been repaired. If any damage is caused by the negligence of Tenant or its
employees, the damages shall be repaired by Landlord, upon receipt of the
Insurance proceeds. but there shall be no abatement of rent.
25. CONDEMNATION: (a) Total: If the whole of the Demised Premises shall
be acquired or taken by eminent domain for any public or quasi-public use or
purpose. then this Lease and the term herein shall cease and terminate as of the
date of title vesting in such proceeding. (b) Partial: If any part of the
Demised Premises shall be taken as aforesaid, and such partial taking shall
render that portion not so taken unsuitable for the business of Tenant, then
this Lease and the term herein shall cease and terminate as aforesaid. If such
partial taking is not extensive enough to render the premises unsuitable for the
business of the Tenant, then this Lease shall continue in effect except that the
rent shall be reduced in the same proportion that the floor area of the Demised
Premises taken bears to the original floor area demised and Landlord shall, upon
receipt of the award in condemnation, make all necessary repair or alterations
to the building in which the Demised Premises are located so as to constitute
the portion of the building not taken a complete architectural unit, but such
work shall not exceed the scope of the work to be done by Landlord in originally
constructing said building. nor shall Landlord in any event be required to spend
for such work an amount in excess of the amount received by Landlord as damages
for the part of the Demised Premises so taken. "Amount received by Landlord"
shall mean that part of the award in condemnation which is free and clear to
Landlord of any collection by mortgages for the value of the diminished fee; (c)
if more than twenty (20%) percent of the floor area of the building in which the
Demised Premises are located shall be taken as aforesaid, Landlord may. by
written notice to Tenant, terminate this Lease, such termination to be effective
as aforesaid; (d) if this Lease Is terminated as provided In this paragraph, the
rent shall be paid up to the day that possession is taken by public authority
and Landlord shall make an equitable refund of any rent paid by Tenant in
advance; (e) Award: Tenant shall not be entitled to and expressly waives all
claim to any
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condemnation award for any taking, whether whole or partial, and whether for
diminution in value of the leasehold or to the fee although, Tenant shall have
the right, to the extent that the same shall not reduce Landlord's award to
claim from the condemnor, but not from Landlord such compensation as may be
recoverable by Tenant in its own right for damage to Tenant's business, fixtures
and improvements instilled by Tenant at its expense.
26. DEFAULT: (a) If Tenant fails to pay any rental or other payment due
hereunder or upon its failure to perform any other of the terms of this Lease to
be observed or performed by Tenant on Its part, or if Tenant shall fail to move
into the premises and to commence the conduct of its business on the date
specified in Article 5 hereof or If Tenant shall abandon said premises or if
Tenant shall become bankrupt or insolvent, or file any debtor proceedings or
take or have taken against Tenant in any court pursuant to any state either of
the United States or of any State 8 petition in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver or trustee of all or a
portion of Tenant's property, or if Tenant makes an assignment for the benefit
of creditors, or petitions for or enters into an arrangement, or suffers this
Lease to be taken under any writ of execution or attachment or if this Lease
shall pass to or devolve upon, by law or otherwise. one other than Tenant except
as herein provided, then, in any one or more of such events, upon Landlord
serving a written notice of Tenant's right to cure upon Tenant, specifying the
nature of said default and if, at the expiration of a three (3) business day
period, Tenant shall have failed to begin to diligently cure or remedy such
default, other than a default relating to Article 3 or this Lease or a default
deemed of an emergency nature, in which case Tenant's said right to cure will
not apply, the Landlord may elect to declare the entire rent for the balance of
the term, or any part thereof, due and payable forthwith, or at the option of
the Landlord, this Lease and the term thereunder shall terminate and come to an
end on the date specified in such notice of cancellation, and Tenant shall quit
and surrender the Demised Premises to Landlord as if the term hereunder ended by
the expiration of the time fixed herein, but Tenant shall remain liable
hereunder provided. (b) If the notice provided by Landlord shall have been given
and ignored and/or not responded to by the Tenant, and the term shall expire as
aforesaid, or should Landlord elect not to terminate this Lease, Landlord shall
have the immediate right to reentry and may remove all persons and property from
the Demised Premises and such property may be removed and stored in a public
warehouse or elsewhere at the cost of, and for the account of Tenant, all
without service of notice or resort to legal process (all of which Tenant
expressly waives) and without being deemed guilty of trespass, or becoming
liable for any loss or damage which may be occasioned thereby. Landlord shall
have a lien for the payment of all sums agreed to be paid by Tenant herein upon
all Tenant's property, which is to be in addition to Landlord's lien now or that
may hereafter be provided by law. (c) Should Landlord elect to reenter or should
it take possession pursuant to legal proceedings or pursuant to any notice
provided by law, it may make such alterations and repairs as may be necessary in
order to relet the premises, and relet said premises or any part thereof for
such term or terms (which may be for a term extending beyond the term of this
Lease) and at such rentals and upon such other terms and conditions as Landlord
in its sole discretion may deem advisable: upon each such reletting all rentals
received by Landlord from such reletting shall be applied first, to the payment
of any Indebtedness other than rent due hereunder from Tenant to Landlord to the
payment of any costs and expenses of such reletting, including brokerage fees
and attorney's fees and to costs of such alterations and repairs, third, to the
payment of rent due and unpaid hereunder, and the residue, if any, shall be held
by Landlord and applied in payment of future rent as the same may become due and
payable hereunder. If such rentals received from such reletting during any month
be less than that to be paid during that month by Tenant hereunder, Tenant shall
pay any such deficiency to Landlord. Such
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deficiency shall be calculated and paid monthly. Landlord may recover from
Tenant all damages It may incur by reason of Tenant's default, including the
cost of recovering the leased premises, reasonable attorney's fees. and
Including the worth at the time of such termination, of the excess, if any, of
the amount of rent and charges equivalent to rent reserved in this Lease for the
remainder of the stated term over the then reasonable rental value of the
Demised Premises for the remainder of the stated term all of which amounts shall
be immediately due and payable from Tenant to Landlord. (d) To the extent
allowed by law, the parties hereby waive trial by jury in any action, proceeding
or counterclaim brought by either of the parties hereto against the other or any
matters whatsoever arising out of or in any way connected with this Lease, the
relationship of Landlord and Tenant, Tenant's use or occupancy of the Demised
Premises, and/or any claim of damage. In the event Landlord commences any
proceedings for non-payment of rent, or additional rent, Tenant will not
interpose any counterclaim of whatever nature or description in any such
proceedings. This shall not, however, be construed as a waiver of Tenant's right
to assert such claims in any separate action brought by Tenant. (a) Tenant
hereby expressly waives any and all rights of redemption granted by or under any
present or future laws in the event of Tenant being evicted or dispossessed for
any cause. or in the event of Landlord obtaining possession of the Demised
Premises, by reason of the violation by Tenant of any of the provisions of this
Lease, or otherwise. (1) In the event of a breach or threatened breach by Tenant
of any provision of this Lease. Landlord shall have the right of injunction as
if other remedies were not provided for herein. (g) The rights and remedies
given to Landlord in this lease are distinct, separate and cumulative remedies,
and the exercise of any of them shall not be deemed to exclude Landlord's right
to exercise any or all of the others. (h) Neither the commencement of any action
or proceeding nor the settlement thereof or entering of judgment therein shall
bar Landlord from bringing subsequent actions or proceedings from time to time.
(i) Notwithstanding anything in this Lease to the contrary, Landlord reserves
all rights which the laws of the State of Florida confer upon a landlord against
a tenant in default. (j) Interest on past-due obligations: Any amount due from
Tenant to Landlord hereunder which is not paid when due shall bear interest at
the highest legal rate from the date until paid, unless otherwise specifically
provided herein, but the payment of such Interest shall not excuse or cure any
default by Tenant under this Lease. (k) This paragraph shall apply to any
renewal or extension of this Lease.
27. ACCESS TO PREMISES: Landlord shall have the right to place,
maintain and repair all utility equipment of any kind in, upon and under the
Demised Premises as may be necessary for the servicing of the Demised Premises
and other portions of the Center. Landlord shall have the right to enter the
Demised Premises at all times to Inspect or to exhibit the same to prospective
purchasers, mortgagees, tenants and tenants and to make such repairs, additions,
alterations or improvements as Landlord may deem desirable. However, Landlord
will use its reasonable efforts to provide advance notice if practicable under
the circumstances of an inspection or an exhibit of the leased premises.
Landlord shall be allowed to take all material in. to and upon said premises
that may be required therefor without the same constituting an eviction of
Tenant in whole or in part and the rents reserved shall in no wise abate while
said work is in progress by reason of loss or interruption of Tenant's business
or otherwise and Tenant shall have no claim for damages. If Tenant shall not be
personally present to permit an entry into said premises when for any reason an
entry therein shall be permissible, Landlord may enter the same by a master key
or by the use of force without rendering Landlord liable therefor and without in
any manner affecting the obligations of this Lease. The provisions of this
paragraph shall in no wise be construed to impose upon Landlord any obligation
whatsoever for the maintenance or repair of the building or any pert thereof
10
<PAGE>
except as otherwise here specifically provided. During the three (3) months
prior to the expiration of this Lease or any renewal term, Landlord may place
upon the said premises "To Let" or "For Sale" signs which Tenant shall permit to
remain thereon.
28. SUBORDINATION: Tenant agrees that it will subordinate its rights
hereunder to the lien of any mortgage, ground lease or any other method of
financing or refinancing now or hereafter placed against the land and/ the
Demised Premises and/or any or all of the buildings now or hereafter built or to
be built In the Center by Landlord and to any and all advances made or to be
made thereunder and to the interest thereon and to all renewals, replacements,
consolidations and extensions thereof. This paragraph shall be self-operative
and no further instrument of subordination shall be required.
29. ATTORNMENT: Tenant shall in the event any proceedings are brought
for the foreclosure of, or in the event of exercise of the power of sale under
any mortgage made by Landlord covering the Demised Premises, attorn to the
purchaser and recognize such purchaser as Landlord under this Lease.
30. ATTORNEY-IN-FACT: Tenant shall promptly execute and deliver to
Landlord such instruments to evidence the intent of Articles 3, 28, and 29.
Tenant hereby irrevocably appoints Landlord as attorney-in-fact for Tenant with
full power and authority to execute and deliver such instruments for and in the
name of Tenant if and only if alter (1 a) days after the date of a written
request by Landlord to deliver such instruments, Tenant shall not have executed
the same.
31. QUIET ENJOYMENT: Tenant, upon paying the rents and performing all
of the terms on its part to be performed, shall peaceably and quietly enjoy the
Demised Premises subject, nevertheless, to the terms of this Lease and to any
mortgage(s), ground lease or agreements to which this Lease is subordinated.
32. FORCE MAJEURE: Landlord shall be excused for the period of any
delay in the performance of any obligations hereunder when prevented from so
doing by cause or causes beyond Landlord's control which shall include, without
limitation, all labor disputes, civil commotion, war, war-like operations,
invasion, rebellion, hostilities, military or usurped power, sabotage,
governmental regulations or controls, fire or other casualty, inability to
obtain any material, services, or financing or through acts of God.
33. END OF TERM: At the expiration of this Lease, Tenant shall
surrender the Demised Premises in the same condition as it was in upon delivery
of possession thereto under this Lease, reasonable wear and tear excepted, and
shall deliver all keys and combinations to locks, safes and vaults to Landlord.
Before surrendering said Premises, Tenant shall remove all its personal
property, trade fixtures, alterations, additions and decorations, and shall
repair any damage caused thereby. Tenant's obligations to perform this provision
shall survive the end of the term of this Lease. If Tenant fails to remove its
property upon the expiration of this Lease, the said property shall be deemed
abandoned and shall become the property of Landlord.
34. HOLDING OVER: Any holding over after the expiration of this term or
any renewal term shall be construed to be a tenancy from month to month at
exactly twice (double)
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<PAGE>
the rents and common area charges herein specified (prorated on a monthly basis)
and shall otherwise be on the terms herein specified so far as applicable.
35. NO WAIVER: Failure of Landlord to insist upon the strict
performance of any provision or to exercise any option or any rules and
regulations shall not be construed as a waiver for the future of any such
provision, rule or option. The receipt by Landlord of rent with knowledge of the
breach of any provision of this Lease shall not be deemed a waiver of such
breach. No provision of the Lease shall be deemed to have been waived unless
such waiver be in writing signed by Landlord. No payment by tenant or receipt by
Landlord of a lesser amount than the monthly rent accompanying any check or
payment as rent be deemed an accord and satisfaction and Landlord may accept
such check or payment without prejudice to Landlord's right to recover the
balance of such rent or pursue any other remedy in this Lease provided, and no
waiver by Landlord in respect to one Tenant shall constitute a waiver in favor
of any other Tenant in the Center.
36. NOTICES: Any notice, demand, request or other instrument which may
be or are required to be given under this Lease shall be delivered in person or
sent by United States Certified or Registered Mail, postage prepaid, and shall
be addressed (a) if to Landlord, at the address as hereinabove given, and (b) if
to Tenant, at the address set forth in the introductory paragraph preceding
Article 1 above, or at the Demised Premises. Either party may designate such
other address as shall be given by written notice.
37. RECORDING: Tenant shall not record this Lease or a memorandum
thereof without the written consent of Landlord.
38. TIME: Time is of the essence of this agreement and this applies to
all the terms, covenants and conditions contained herein.
39. PARTIAL INVALIDITY: If any provision of this Lease or application
thereof to any person or circumstance shall to any extent be invalid, the
remainder of this Lease, or the application of such provision to persons or
circumstances other than those as to which is held invalid, shall not be
affected thereby and each provision of this Lease shall be valid and enforced to
the fullest extent permitted by law.
40. BROKERS' COMMISSIONS: Tenant represents and warrants that there are
no claims for brokerage commissions or finder's fees in connection with the
execution of this Lease, except as listed, and agrees to indemnify Landlord
against and hold it harmless from all liabilities arising from any such claim,
including cost of counsel fees, except as follows:
Richardson, Kleiber & Walter
Landlord shall pay all brokerage commission and/or finder fees to Richardson,
Kleiber & Walter.
41. PROVISIONS BINDING, ETC.: Except as otherwise expressly provided,
all provisions herein shall be binding upon and shall inure to the benefit of
the parties, their legal representatives, successors and assigns. Each provision
to be performed by Tenant shall be construed to be both a covenant and a
condition, and if there shall be more than one Tenant, they shall be bound,
jointly and severally, by these provisions. In the event of any sale of land,
12
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<PAGE>
building or this Lease, or of a lease of the Center, Landlord shall be entirely
relieved of all obligations hereunder.
42. ENTIRE AGREEMENT, ETC.: This Lease and the Exhibits, Addenda and
Riders, if any attached, set forth the entire agreement between the parties. Any
prior conversations or writings are merged herein and extinguished. No
subsequent amendment to this Lease shall be binding upon Landlord or Tenant
unless reduced to writing and signed. Submission of this Lease for examination
does not constitute an option for the Demised Premises and becomes effective as
a Lease only upon execution and delivery thereof by Landlord to Tenant. If any
provision contained in a rider is inconsistent with the printed provisions of
this Lease, the provision contained in said rider shall supersede said printed
provision. The captions, numbers and index appearing herein are inserted only as
a matter of convenience and are not intended to define, limit, construe or
describe the scope or intent of any paragraph, nor in any way affect this Lease.
43. RULES AND REGULATIONS: Tenant agrees as follows: (a) All deliveries
or shipments of any kind to and from the Demised Premises, including loading ad
unloading of goods, shall be made only by way of the rear of the Demised
Premises or at any other location designated by Landlord; (b) no radio,
television, phonograph or other similar devices or aerial attached hereto
(inside or outside) shall be installed without first obtaining in each instance
the Landlord's consent in writing, and if such consent be given, no such device
shall be used in a manner so as to be heard or seen outside of the Demised
Premises; (c) the outside areas immediately adjoining the Demised Premises shall
be kept clean and free from dirt and rubbish by Tenant, and Tenant shall not
place, suffer or permit any obstructions or merchandise in such areas; (d)
Tenant shall not use the public or common areas in the Center for business
purposes; (e) Tenant and its employees shall park their cars only in those
portions of the parking area, if any, designated for that purpose by Landlord;
(f) Tenant shall use at Tenant's cost, a pest extermination contractor at such
intervals as Landlord may require; (g) Tenant shall not place, suffer or permit
displays, decorations on the sidewalk in front of the Demised Premises or on or
upon any common areas of the Center; (h) Landlord may amend or add new rules and
regulations for the use and care of the Demised Premises, the buildings of which
the premises are a part, and the common areas and facilities; (i) Tenant's air
conditioning installation plans and specifications will be submitted to Landlord
and must have Landlord's approval in writing. There shall be no installation of
any kind on the Demised Premises that shall protrude through any wall without
prior written approval of Landlord; (j) garbage and refuse shall be kept in a
covered dumpster, which shall be provided by Tenant at his expense, which shall
be adequate in size to keep contained and covered all of Tenant's garbage and
refuse between normally scheduled collections, and which shall be placed at the
location designated by Landlord, for collection at times specified by Landlord.
Tenant shall pay the cost of garbage and refuse removal. Normal office waste
disposal is included in base rent. Preparation of said garbage and refuse for
collection, depositing it in said dumpster, and maintenance of the area
surrounding the dumpster are the responsibility of the Tenant and these must be
in accordance with local ordinances and regulations. If Tenant shall fail to
carry out any of its responsibilities under this subparagraph, Landlord may do
so for Tenant and Tenant shall pay all costs incurred by Landlord, including a
service charge, to Landlord upon demand; (k) trucks or trailers shall not be
permitted by Tenant to remain parked overnight in any area of the Center,
whether loaded or unloaded; (l) Tenant shall not conduct any auction, fire,
bankruptcy or going-out-of-business sale on or about the Demised Premises
without Landlord's written approval; (m) Tenant shall post emergency phone
numbers so that they are visible from the exterior of the unit front.
13
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<PAGE>
Tenant further agrees to adhere to and abide by such additional rules
and regulations of the Center as Landlord may from time to time implement.
43.1 PARKING PROCEDURES: The parking spaces provided are limited to 3.5
spaces per 1,000 square feet of building. Should Tenant's excess use of the
parking facilities result in a consistent inconvenience to other tenants, then
the Landlord may require that the Tenant limit his use of the parking facilities
to 3.5 spaces per 1,000 square feet of leased space. All trucks shall be parked
at the rear of the building only.
43.2 WINDOW COVERING: Tenant shall at all times provide and maintain
bronze colored mini blinds on all windows, of the same color and style as the
standard set by the Landlord.
43.3 PROTECTIVE COVENANTS: The Protective Covenants and Restrictions of
Northgate Center Business Park shall be binding on the Tenant and any breach
thereof shall be a breach hereunder, and shall be provided to Tenant if
requested.
44. INSURANCE - WATER DAMAGE: To the extent economically feasible and
practicable at Tenant's sole discretion, Insurance to be covered by Tenant (as
per Article 21) shall include, but not be limited to, all water damage to
contents and/or personal property of the Tenant. This rule is specifically
promulgated to protect Tenant n the event of roof leaks as well as other water
damage. Whether or not Tenant elects not to purchase this insurance coverage,
Landlord shall not be responsible for any damage to Tenant's contents and/or
personal property as a result of water damage.
45. ROOF PIERCING: If Tenant pierces or places anything upon the roof
of the Demised Premises, then Tenant shall assume sole responsibility to repair
and pay for any roof leaks whatsoever to the Demised Premises and including but
not limited to all adjoining bays, resulting from the above acts on the roof
area of the Demised Premises.
46. EXCULPATORY: Notwithstanding anything to the contrary provided in
this lease, if the Landlord or any successor in interest of Landlord shall be an
individual, joint venture, tenancy in common, firm or partnership, general or
limited, or a bank, as trustee under a land trust, it is specifically understood
and agreed that there shall be absolutely no personal liability on the part of
such individual or on the part of the members of such firm, partnership or joint
venture with respect to any of the terms, covenants and conditions of this
lease, and that Tenant shall look solely to the equity of Landlord or such
successor in interest in the Center for the satisfaction of each and every
remedy of Tenant in the event of any breach by Landlord, such exculpation of
personal liability to be absolutely and without any exception whatsoever.
47. LATE PAYMENT CHARGE: Should Tenant fail to pay when due any payment
of rent, additional rent, or other sum payable to Landlord under the terms of
this Lease, then Landlord shall be entitled to charge and collect from Tenant
interest at the maximum rate permitted by law until fully paid, plus an
administrative charge and late fee (not as interest or a penalty), of $50.00 per
day for each day such amount(s) is(are) late, until the required payments are
made, from and after the fifth (5th) day following the date on which any sum
shall be due and payable, and such amount shall be paid by Tenant to Landlord
forthwith. Landlord, at its option, may subtract any such amount that is not
paid from any security deposit or prepayment held by Landlord pursuant to the
terms herein, and, in such event, Tenant shall deposit a like amount
14
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<PAGE>
with Landlord within fifteen (15) days and in accordance with the terms herein.
If any amount payable under this Article 47 shall be deemed by a court of
competent jurisdiction to be excessive or unlawful, then said amount(s) shall be
reduced accordingly and the amount(s) payable hereunder shall be the maximum
lawful and allowable amount.
48. LANDLORD'S COVENANTS OF FACILITIES TO BE FURNISHED TO TENANT:
Landlord is required only to deliver the Premises in "as-is" condition, and the
Landlord is not required to further improve same; Tenant accepts the Premises in
"as-is" condition.
49. RADON GAS - NOTICE TO PROSPECTIVE TENANT: Radon is a naturally
occurring radioactive gas that, when it has accumulated in a building in
sufficient quantities, may present health risks to persons who are exposed to it
over time. Levels or 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. Pursuant to
ss.404.058(8), Florida Statutes.
52. CONDITION OF PREMISES: Notwithstanding any other provision in this
lease, Landlord shall ensure that the premises, in the present state, are in
full compliance with the County of Sarasota Building Codes. Landlord shall make
any necessary changes to the premises, if required by the County of Sarasota
Building Codes, no later than forty-five (45) days from the full execution of
this Lease. In the event that Landlord shall require more than forty-five (45)
days to complete Landlord's work to bring the premises into conformance with
Governmental codes and ordinances, the Lease commencement date shall be extended
to the date final approval is granted by the County of Sarasota.
53. OPTION TO EXTEND: If, and only if, the Tenant shall have fully
done, performed and reserved all the terms and covenants and conditions required
herein to be done, performed and reserved by it and Tenant has not done anything
or failed to do anything which would constitute a default hereunder, then the
Tenant shall have the right to extend this Lese for three (3) years under the
same terms and covenants and conditions of the initial term of this Lease.
Tenant shall be required to notify the Landlord in writing at least one hundred
twenty (120) days prior to the termination of the initial term, or one hundred
twenty (120) days prior to March 31, 2003. The annual rent for the first year of
the option period (April 1, 2003 through March 31, 2004) shall be $46,640.00 per
year or $3,886.67 monthly plus sales tax. Rent for he second year of the option
period (April 1, 2004 through March 31, 2005) shall be $48,505.60 or $4,042.13
monthly plus sales tax. Rent for the third year of the option period (April 1,
2005 through March 31, 2006) shall be $50,445.82 or $4,203.82 monthly plus sales
tax. Landlord and Tenant agree that time is of the essence with regard to the
notification by Tenant to landlord of at least 120 days prior to the termination
of the initial term with respect to Tenant's option to extend. Tenant hereby
waives all defenses and claims of hardship to Tenant missing said date of one
hundred twenty (120) days minimum notice to Landlord.
IN WITNESS WHEREOF, THE PARTIES HAVE RESPECTIVELY SIGNED AND SEALED THIS LESE
THE DAY AND YEAR FIRST ABOVE WRITTEN.
15
Initials Tenant(s) S.R. Landlord E.H.S.
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<PAGE>
Witness for LANDLORD:
Sign: OAK PARK PARTNERS, LTD.
-----------------------------
Print Name:
By: /s/ Edward H. Sarbey
---------------------------------
Edward H. Sarbey, General Partner
Witnesses for TENANT(s):
Sign: /s/ Mark C. Nicholas The Rose Group Corporation of Nevada
----------------------------- a Nevada corporation
Print Name: Mark C. Nicholas
By: /s/ Sheldon R. Rose
----------------------------------
as: Chief Executive Officer
STATE OF FLORIDA :
: ss
COUNTY OF SARASOTA :
BEFORE ME, a Notary Public, in and for said County and State appeared Edward H.
Sarbey, who acknowledged that he did sign the foregoing instrument and the same
is his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Sarasota,
Florida on this 27th day of March, 2000.
/s/ Andrea Silvergelt
------------------------------
NOTARY PUBLIC
16
Initials Tenant(s) S.R. Landlord E.H.S.
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<PAGE>
STATE OF FLORIDA :
: ss
COUNTY OF SARASOTA :
BEFORE ME, a Notary Public, in and for said County and State appeared Sheldon R.
Rose, President of the Rose Group Corporation, a Nevada corporation, who
acknowledged that she/he did sign the foregoing instrument and the same is
his/her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Sarasota,
Florida, on this 27th day of March, 2000.
/s/ Andrea Silvergelt
-----------------------------
NOTARY PUBLIC
17
Initials Tenant(s) S.R. Landlord E.H.S.
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<PAGE>
EXHIBIT A
[PLAN OF BUILDING]
A-1
Initials Tenant(s) S.R. Landlord E.H.S.
----- -------
<PAGE>
EXHIBIT B
OAK PARK LEASE
RENT SCHEDULE
TENANT: THE ROSE GROUP CORPORATION OF NEVADA
LEASE PERIOD: FROM APRIL 1, 2000 THROUGH MARCH 31, 2003
EXAMPLE OF MONTHLY PAYMENT
YEAR ONE
- --------
BASIC RENT $3,091.67
AIR POLICY $30.00
SALES TAX $218.52
TOTAL $3,340.19
YEAR TWO
- --------
BASIC RENT $3,268.34
AIR POLICY $30.00
SALES TAX $230.88
TOTAL $3,529.22
YEAR THREE
- ----------
BASIC RENT $3,445.00
AIR POLICY $30.00
SALES TAX $243.25
TOTAL $3,718.25
B-1
Initials Tenant(s) S.R. Landlord E.H.S.
----- -------
<PAGE>
EXHIBIT C
ADDENDUM TO LEASE OF REAL PROPERTY
THIS ADDENDUM, dated this 22nd day of March, 2000, is to that certain
Lease of Real Property between OAK PARK PARTNERS, LTD. (Hereinafter called
"Landlord") and THE ROSE GROUP CORPORATION OF NEVADA (Hereinafter called
"Tenant") attached to and made a part hereof.
Whereas, Landlord and Tenant desire to modify the Lease.
NOW, THEREFORE, the following provisions are added to the Lease:
I. All floors will be carpeted by Landlord in standard carpeting.
II. Landlord shall paint and repair all walls and remove one wall
for conference room.
III. Landlord shall ensure that the plumbing, electrical and air
conditioning systems are in good working order.
All other terms and conditions of the Lease remain the same.
Executed this 22nd day of March, 2000
OAK PARK PARTNERS, LTD.
Witnesses
/s/ Andrea Silvergelt By: /s/ Edward H. Sarbey
- ----------------------------- ---------------------------------
Edward H. Sarbey, General Partner
/s/ B. Parcase
- -----------------------------
As to Landlord
/s/ B. Parcase THE ROSE GROUP CORPORATION
OF NEVADA
/s/ Mark C. Nicholas By: /s/ Sheldon R. Rose
- ----------------------------- ---------------------------------
As to Tenant as Chief Executive Officer
C-1
Initials Tenant(s) S.R. Landlord E.H.S.
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<PAGE>
EXHIBIT D
[OAK PARK TO ATTACH SIGN EXHIBIT]
D-1
Initials Tenant(s) S.R. Landlord E.H.S.
----- -------
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 68,475
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 152,982
<CURRENT-ASSETS> 1,931,832
<PP&E> 120,427
<DEPRECIATION> 34,097
<TOTAL-ASSETS> 2,112,163
<CURRENT-LIABILITIES> 1,026,115
<BONDS> 0
0
0
<COMMON> 8,346
<OTHER-SE> 525,024
<TOTAL-LIABILITY-AND-EQUITY> 2,112,163
<SALES> 56,890
<TOTAL-REVENUES> 56,890
<CGS> 23,581
<TOTAL-COSTS> 23,581
<OTHER-EXPENSES> 1,134,774
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,787
<INCOME-PRETAX> (1,101,465)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,101,465)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,074,500)
<EPS-BASIC> .13
<EPS-DILUTED> 0
</TABLE>
