<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30,1997
OR
() 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 0-11625
------------------------------
MICROFLUIDICS INTERNATIONAL CORPORATION
---------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-2793022
-------- ----------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
30 Ossipee Road, P.O. Box 9101, Newton, Massachusetts 02164
-----------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(617)969-5452
-------------
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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. Yes X No
- -
Registrant had 5,122,396 shares of Common Stock, par value $.01 per share,
outstanding on August 8, 1997.
<PAGE>
MICROFLUIDICS INTERNATIONAL CORPORATION
<TABLE>
<CAPTION>
INDEX PAGE
----- NUMBER
------
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Balance Sheets as of June 30, 3
1997 and December 31, 1996
Consolidated Statements of Operations for the 5
three and six months ended June 30,1997 and June
30,1996
Consolidated Statements of Cash Flows for the 6
six months ended June 30,1997 and June 30,1996
Notes to Consolidated Financial Statements 7
ITEM 2. Management's Discussion and Analysis of 9
Financial Condition and Results of Operations
PART II. OTHER INFORMATION
ITEM 4. Submission of matters to a vote of 13
security holders
ITEM 6. Exhibits and Reports on Form 8-K 14
Signatures 15
Exhibit Index 16
</TABLE>
Page 2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MICROFLUIDICS INTERNATIONAL CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
---------------------------
<TABLE>
<CAPTION>
June 30, 1997 December 31,1996
-------------- -----------------
(unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $3,791,649 $2,786,554
Marketable securities 132,055 67,437
Accounts receivable(less
allowance for doubtful accounts
of $44,601 and $41,076 at June
30,1997 and December 31,1996) 1,179,703 1,605,932
Other receivables 101,274 53,873
Inventory 2,071,331 2,291,768
Prepaid expense 84,708 21,858
---------- ----------
Total current assets 7,360,720 6,827,422
Equipment and leasehold
improvements, at cost
Furniture, fixtures and
Office equipment 324,230 312,664
Machinery and equipment 256,753 226,395
Leasehold improvements 114,883 114,883
---------- ----------
695,866 653,942
Less:accumulated depreciation
and amortization (539,091) (509,091)
---------- ----------
156,775 144,851
Patents, licenses and other
intangible assets (net of
accumulated amortization of
$357,589 at June 30,1997 and
$335,629 at December 31, 1996) 189,091 211,051
---------- ----------
Total assets $7,706,586 $7,183,324
========== ==========
</TABLE>
(The accompanying notes are an integral
part of the consolidated financial statements)
Page 3
<PAGE>
MICROFLUIDICS INTERNATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS (continued)
---------------------------------------
<TABLE>
<CAPTION>
June 30, 1997 December 31,1996
------------- -----------------
(unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and other
accrued expenses $ 604,903 $ 640,234
Accrued compensation 14,900 36,567
Customer advances 289,975 78,000
----------- -----------
Total current liabilities 909,778 754,801
Stockholders' equity
Common Stock, par value $.01 per
share, 20,000,000 shares authorized;
5,122,396 and 5,094,781 shares
issued and outstanding at June 30,
1997 and at December 31,1996,
respectively 51,224 50,948
Additional paid-in-capital 10,416,809 10,374,508
Accumulated deficit (3,193,859) (3,468,416)
Unrealized appreciation on
marketable securities 132,055 67,437
Less: Treasury Stock, at cost,
199,619 and 192,119 shares
at June 30, 1997 and December
31, 1996 respectiviely
( 609,421) ( 595,954)
----------- -----------
Total stockholders' equity 6,796,808 6,428,523
----------- -----------
Total liabilities and
stockholders' equity $ 7,706,586 $ 7,183,324
=========== ===========
</TABLE>
(The accompanying notes are an integral
part of the consolidated financial statements)
Page 4
<PAGE>
MICROFLUIDICS INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
-------- --------
1997 1996 1997 1996
---- ---- ---- ----
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Revenues $1,749,489 $1,600,487 $3,464,823 $3,094,947
Cost of goods sold 804,480 710,551 1,625,768 1,441,732
---------- ---------- ---------- ----------
Gross profit on
revenues 945,009 889,936 1,839,055 1,653,215
Operating expenses:
Research and
development 116,742 115,877 229,982 202,579
Selling, general and
administrative 759,603 764,209 1,425,432 1,328,722
---------- ---------- ---------- ----------
Total operating
expenses 876,345 880,086 1,655,414 1,531,301
Income from
operations 68,664 9,850 183,641 121,914
Interest income 38,721 28,569 65,910 51,544
Other income 12,503 12,503 25,006 25,006
---------- ---------- ---------- ----------
Net Income $ 119,888 $ 50,922 $ 274,557 $ 198,464
========== ========== ========== ==========
Income per Common Share:
Primary:
Average shares outstanding 4,999,868 5,000,070 4,999,841 4,989,011
Net income per share $.02 $.01 $.05 $.04
==== ==== ==== ====
Fully Diluted:
Average shares outstanding 4,999,868 5,000,070 4,999,841 4,991,961
Net income per share $.02 $.01 $.05 $.04
==== ==== ==== ====
</TABLE>
(The accompanying notes are an integral
part of the consolidated financial statements)
Page 5
<PAGE>
MICROFLUIDICS INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(unaudited)
<TABLE>
<CAPTION>
Six months ended
----------------
June 30,
1997 1996
---- ----
<S> <C> <C>
Cash flows from (used by) operating activities:
Net income $ 274,557 $ 198,464
Reconciliation of net income to cash provided by
operating activities:
Depreciation and amortization 51,960 46,870
Issuance of common stock employee compensation 30,000 24,000
Bad Debt Expense 15,000
Effects of changes in operating working capital items:
Decrease in trade and other receivables 363,828 140,825
Decrease in inventories 220,437 205,399
Increase in prepaid expenses (62,850) (19,612)
Increase in current liabilities 154,977 60,988
---------- ----------
Net cash provided by operating activities 1,047,909 656,934
Cash flows used in investing activities:
Purchase of capital equipment (41,924) (8,885)
---------- ----------
Net cash used in investing activities (41,924) (8,885)
Cash flows used in financing activities:
Issuance of Common Stock option agreements 12,577 7,575
Treasury Stock purchased (13,467) (16,861)
---------- ----------
Net cash used in financing activities (890) (9,286)
Net increase in cash 1,005,095 638,763
Cash and cash equivalents at beginning 2,786,554 1,903,418
---------- ----------
Cash and cash equivalents at end $3,791,649 $2,542,181
========== ==========
</TABLE>
(The accompanying notes are an integral
part of the consolidated financial statements)
Page 6
<PAGE>
MICROFLUIDICS INTERNATIONAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-Q. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting only of normal recurring accruals)
considered necessary for a fair presentation have been included. The results of
operations for six months ended June 30, 1997 and 1996 are not necessarily
indicative of the results to be expected for the full year. For further
information, refer to the consolidated financial statements and related notes
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1996.
2. EARNINGS PER SHARE
Primary and fully diluted earnings per common and common equivalent share are
computed by dividing net income by the weighted average number of shares of
Common Stock and Common Stock Equivalents outstanding during the year. The
calculation of fully diluted income per Common Share assumes a different market
price than the primary earnings per Common Share for the reacquisition of Common
Shares. This calculation does not reflect outstanding warrants as their
inclusion would be anti-dilutive.
Page 7
<PAGE>
MICROFLUIDICS INTERNATIONAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
3. INVENTORY
The components of inventories on the following dates were:
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996
<S> <C> <C>
Raw Material $1,369,759 $1,525,398
Work in Progress 419,062 434,717
Finished Goods 282,510 331,653
---------- ----------
Total $2,071,331 $2,291,768
========== ==========
</TABLE>
4. TAXES
The Company utilized net operating loss carryforwards to fully offset taxes
computed at statutory rates. The Company continues to fully reserve
deferred tax assets.
5. NEW ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings per share" ("SFAS
128"), which is effective for fiscal years ending December 15, 1997,
including interim periods. Earlier application is not permitted. However,
an entity is permitted to disclose pro forma earnings per share amounts
computed using SFAS 128 in the notes to financial statements in periods
prior to adoption. SFAS 128 requires restatement of all prior-period
earnings per share data present after the effective date. SFAS 128
specifies the computation, presentation and disclosure requirements for
earnings per share and is substantially similar to the standard recently
issued by the International Accounting Committee entitled International
Accounting Standard, "Earnings Per Share" ("IAS 33"). The Company plans to
adopt SFAS 128 in 1997 and has not yet determined the impact.
Page 8
<PAGE>
MICROFLUIDICS INTERNATIONAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
1. RESULTS OF OPERATIONS
Total Company revenues for the quarter ended June 30, 1997 were $1,749,489,as
compared to revenues of $1,600,487 in the corresponding period last year,
representing an increase of $149,002, or 9.3%. For the six month period ended
June 30, 1997, revenues increased 11.9% to $3,464,823 from $3,094,947 for the
first six months of 1996. The increase in revenue for the three months ended
June 30, 1997 is principally due to an increase in sales of spare parts of
approximately $104,000. The increase in revenue for the six month period ended
June 30, 1997 is principally due to an increase in spare part sales of
approximately $269,000 and an increase in rental revenue of approximately
$102,000. North American sales for the three month period ended June 30, 1997
decreased to $887,111, or 27.5%, from $1,224,089 for the three months ended June
30, 1996. This decrease in revenue was principally due to a decrease in the
sale of a large volume unit, compared to the comparable quarter in 1996. For the
six months ended June 30, 1997, North American sales increased to $2,157,013, or
8.5%, from $1,988,693 for the six months ended June 30, 1996. This increase in
revenue is principally due to an increase in spare part sales of approximately
$377,000, offset by a decrease in machines sold of approximately $283,000.
Foreign sales were $862,378 for the quarter ended June 30,1997, compared to
$376,398 for the quarter ended June 30, 1996, an increase of approximately
$486,000, or 129%. This increase in revenue was principally due to an increase
in the sale of two large volume units for approximately $404,000 compared to the
comparable quarter in 1996. Foreign sales for the six months ended June 30,
1997 increased to $1,307,810, or 18.2%, from $1,106,254 for the six months ended
June 30, 1996. This increase in revenue is due to an increase in sales of
machinery of approximately $245,000.
Cost of goods sold for the three months ended June 30, 1997 was $804,480, or
46.0% of revenue, compared to $710,551, or 44.4% of revenue, for the same period
last year. For the six month period ended June 30, 1997, cost of goods sold,
increased to $1,625,768 from $1,441,732 for the comparable period in 1996. For
the six month period ended June 30, 1997, cost of goods sold, as a percentage of
sales, was approximately the same as cost of goods sold for the six month period
ended June 30, 1996. The increase in the absolute dollar amount of cost of goods
sold for both the three and six month periods ended June 30, 1997 primarily
reflects the increased volume of sales.
The Company's three major product lines have different profit margins, as well
as multiple profit margins within each product line. In the course of the
periods compared, there may be significant changes in the cost of revenues as a
percentage of revenue depending on the mix of product sold. Also, the cost of
sales as a percent of revenue will differ between laboratory and pilot plant
units sold, due to the difference in costs between air driven and electric-
hydraulic units.
Page 9
<PAGE>
Operating expenses for the three months ended June 30, 1997 were $876,345, or
50.1% of revenue, as compared to $880,086, or 55.0% of revenue,for the same
period last year, which is a decrease of $3,741, or .4%. Operating expenses for
the six months ended June 30, 1997 were $1,655,414, or 47.8% of revenue, as
compared to $1,531,301, or 49.5% of revenue, for the same period last year, an
increase of $124,113, or 8.1%. Research and development expenses for the three
months ended June 30, 1997 were flat compared to the three months ended June 30,
1996. For the six months ended June 30,1997, research and development expenses
increased by $27,403, primarily due to a $30,000 increase in costs related to a
research project, offset by a decrease in payroll costs of approximately $8,000.
Selling, general and administrative expenses for the three months ended June 30,
1997 were flat, compared to the three months ended June 30, 1996. For the six
months ended June 30, 1997, the cost of marketing and sales decreased by
approximately $39,000, from $860,274 to $820,800, due to a decrease in
commission expense of approximately $90,000, offset by an increase in payroll
and related costs of approximately $55,000,from the comparable period last year.
General and administrative expenses increased by approximately $136,000, from
$468,448 to $604,632 for the six months ended June 30, 1997. The principal
reasons for the increase were: accounting and legal fees of approximately
$42,000,and payroll and related expense of approximately $21,000.
Interest income for the three months ended June 30, 1997 increased 35.5% to
$38,721 from $28,569 for the three months ended June 30, 1996. Interest income
increased for the six months ended June 30, 1997 to $65,910 from $51,544 in the
same period last year, an increase of $14,366, or 27.9%. These increases are due
to an increase in the amount of cash available for investment during each
period.
The Company utilized net operating loss carryforwards to fully offset taxes
computed at statutory rates. The Company continues to fully reserve deferred tax
assets.
The Company received other income of $12,503 and $25,006 for the three and six
months ended June 31, 1997 and 1996, respectively. The other income resulted
from royalty income of $4,168 per month due to the sale of the Company's
Dermasome/(R)/ product line in December, 1995. The Company had a backlog of
$847,166 and $36,762 at June 30, 1997 and June 30, 1996, respectively,
consisting of purchase commitments for Microfluidizer equipment.
2. LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its' operations primarily through the use of cash and
cash equivalents on hand, and cash flow from operations.
The Company generated cash of $1,047,909 and $656,934 from operations for the
six months ended June 30, 1997 and 1996, respectively. For the first six months
of 1997, this amount was principally the result of income from operations,
decreases in trade and other receivables and inventories,and an increase in
current liabilities, partially offset by an increase in prepaid expenses. For
the first six months of 1996, this amount was principally the result of income
Page 10
<PAGE>
from operations and decreases in trade and other receivables and inventories,
an increase in current liabilities, partially offset by an increase in prepaid
expenses.
The Company utilized $41,924 and $8,885 for investing activities for the six
months ended June 30, 1997 and 1996, respectively. Net cash used for investing
activities in each period related to the purchase of capital equipment. As of
June 30, 1997, the Company had no material commitments for capitalexpenditures.
For financing activities, the Company utilized cash of $890 and $9,286 for the
six months ended June 30,1997 and 1996,respectively. These amounts were
composed of the purchase of treasury stock of $13,467 and $16,861 for the six
months ended June 30, 1997 and 1996, respectively, partially offset by the
issuance of Common Stock pursuant to the exercise stock option agreements
pursuant to the Company's employee stock purchase plan and stock option plan of
$12,577 and $7,575, respectively in the comparable periods.
The cash and cash equivalents balance of the Company was $3,791,649 at June 30,
1997, an increase of $1,005,095 from the December 31, 1996 balance of
$2,786,554. The Company continues to maintain a line of credit with BankBoston,
N.A. The line of credit facility provides for maximum borrowing equal to the
lesser of: $750,000 or 80% of the domestic accounts receivable less than 60 days
old. As of June 30, 1997 and August 8, 1997, the Company had no borrowings
outstanding under its line of credit.
Assuming that there is no significant change in the Company's business, the
Company believes that cash flows from operations, together with existing cash
balances, will be sufficient to meet its working capital requirements for at
least the next twelve months.
The Company is actively seeking, from time to time, an acquisition of
complementary businesses, products, or technologies. There can be no assurance
that the Company will be able to identify an appropriate acquisition candiate or
that, if identified, that such acquisition candiadate will be available under
favorable terms.
3. NEW ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per share" ("SFAS 128"), which
is effective for fiscal years ending December 15, 1997, including interim
periods. Earlier application is not permitted. However, an entity is permitted
to disclose pro forma earnings per share amounts computed using SFAS 128 in the
notes to financial statements in periods prior to adoption. SFAS 128 requires
restatement of all prior-period earnings per share data present after the
effective date. SFAS 128 specifies the computation, presentation and disclosure
requirements for earnings per share and is substantially similar to the standard
recently issued by the International Accounting Committee entitled International
Accounting Standard, "Earnings Per Share" ("IAS 33"). The Company plans to adopt
SFAS 128 in 1997 and has not yet determined the impact.
Page 11
<PAGE>
4. BUSINESS OUTLOOK
The Company believes that this report may contain forward-looking statements
that are subject to certain risks and uncertainties. These forward-looking
statements include statements regarding the Company's liquidity and potential
strategic arrangements. Such statements are based on management's current
expectations and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the forward-
looking statements. Such factors and uncertainties include, but are not limited
to, the uncertainty that the performance advantages of the Microfluidizer
equipment will be realized commercially or that a commercial market for
Microfluidizer equipment will continue to develop; the dependence by the Company
on key customers; the loss of the services of one or more of the Company's key
employees, which could have a material adverse impact on the Company; the
development of competing or superior technologies and products from other
manufacturers, many of which have substantially greater financial, technical and
other resources than the Company; the cyclical nature of the materials
processing industry, which has historically negatively affected the Company's
sales of Microfluidizer equipment during industry downturns and which could do
so in the future; the availability of additional capital to fund expansion on
acceptable terms, if at all; and general economic conditions.
Page 12
<PAGE>
MICROFLUIDICS INTERNATIONAL CORPORATION
PART II- OTHER INFORMATION
ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 27, 1997, The Company held its annual meeting of its stockholders.
The following matters were voted on at the annual meeeting:
1. The election of, Irwin J. Gruverman, Robert L. Bogomolny, Vincent B.
Cortina, Michael A.Lento and James N. Little;
2. The amendment of the 1988 Stock Plan; and
3. The ratification of the appointment of Coopers & Lybrand L.L.P. as auditors
for the Company for the fiscal year ending December 31,1997.
The following chart shows the number of votes cast for or against, as well as
the number of abstentions and broker nonvotes, as to each matter voted on at the
special meeting:
<TABLE>
<CAPTION>
Matter For Against Abstain Broker Nonvotes
------ --- ------- ------- ---------------
<S> <C> <C> <C> <C>
Election of Mr. Gruverman 4,060,120 72,915 N/A N/A
Election of Mr. Bogomolny 4,064,595 68,440 N/A N/A
Election of Mr. Cortina 4,060,208 72,827 N/A N/A
Election of Mr. Lento 4,072,381 60,654 N/A N/A
Election of Mr. Little 4,064,820 68,215 N/A N/A
Amendment of 1988
Stock Plan 1,802,642 371,389 64,236 1,894,768
Appointment of Coopers &
Lybrand L.L.P. 4,110,379 17,693 4,963 N/A
</TABLE>
Page 13
<PAGE>
MICROFLUIDICS INTERNATIONAL CORPORATION
PART II- OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 10(a) Lease for 30 Ossipee Road, Newton, Massachusetts dated May
23, 1997 between Microfludics International Corporation and King Real
Estate Corp; Trustee of 1238 Chestnut Street Trust under declaration of
trust dated May 23, 1969, recorded with Middlesex South Registry of
Deeds in Book 11682, Page 384.
Exhibit 11 Statement regarding computation of Per Share Earnings
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the period covered by this
report.
Page 14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MICROFLUIDICS INTERNATIONAL CORPORATION
/s/ Michael A. Lento
---------------------
Michael A. Lento
President and Treasurer
(Principal Financial and Accounting Officer)
Date: August 8, 1997
Page 15
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
10(a) Lease for 30 Ossipee Road, Newton, Massachusetts
dated May 23, 1997 between Microfluidics
International Corporation and King Real Estate
Corp; Trustee of 1238 Chestnut Street Trust under
declaration of trust dated May 23, 1969, recorded
with Middlesex South Registry of Deeds in Book
11682, Page 384.
11 Statement regarding computation of per share
earnings.
27 Financial Data Schedule
</TABLE>
Page 16
<PAGE>
EXHIBIT 10(a)
LEASE
King Real Estate Corp., Trustee of 1238 Chestnut Street Trust under
Declaration of Trust dated May 23, 1969, recorded with Middlesex South Registry
of Deeds in Book 11682, Page 384, (hereinafter called "Landlord")
Hereby leases To Microfluidics International Corporation, a Delaware
corporation with offices at 30 Ossipee Road, Newton, Massachusetts (hereinafter
called "Tenant") the following premises upon the following covenants, terms and
conditions.
1. Demised Premises
----------------
The 15,400 sq. ft. on the first floor, 16,200 sq. ft. on the second floor
and 14,400 sq. ft. in the basement of 30 Ossipee Road, Newton, Massachusetts
(hereinafter called the "Premises").
The Tenant shall have, as appurtenant to the Premises, the non-exclusive
right and easement to use in common with the others entitled thereto (a) common
areas in the Building (which shall be defined as the improvements found in the
area bounded by Ossipee, Oak, Chestnut & Linden Streets, plus the parking lot)
and on the land on which it is located including without limitation, sidewalks,
loading facilities, entrances and exits from public highways, a maximum of
twenty five (25) parking spaces on the deck (reserved in the first two rows
adjacent to Building) and the entire basement parking, lobbies, hallways, and
stairways and such other facilities available to all tenants of the Building as
may be designated from time to time by the Landlord, and (b) the pipes, ducts,
conduits, utility lines, wires sewerage system and appurtenant equipment serving
the Premises; such rights shall always be subject to the reasonable rules and
regulations from time to time established by Landlord, provided such rules and
1
<PAGE>
regulations shall not materially interfere with the Tenant's use of the
Premises. Tenant's right to use the Linden Street parking lot shall be limited
to the spaces in the lot which have not been designated by Landlord as reserved
for other tenants, as the same may change during the term hereof.
EXCEPTING AND RESERVING to the Landlord the space necessary to install,
maintain and operate, by means of pipes, ducts, wires or otherwise those
utilities and services required for the Building and common facilities thereof
(including the Premises), and the right of access to and entry on the Premises
by the Landlord and its agents therefor for the purpose of such installation,
maintenance or operation or for the purpose of making repairs, alterations or
additions to the Premises or to the Building if Landlord so elects. Except in
cases of emergency, Landlord shall not exercise the foregoing right in such a
manner as to unreasonably interfere with Tenant's use of the Premises. Tenant
shall have access to the loading dock from 7:00 a.m. through 5:30 p.m. Monday
through Friday, and at such other times as agreed to by prior arrangement with
Landlord.
2. Term
----
Subject to the conditions herein stated, the Tenant shall hold the Premises
for a term of Four (4) years commencing on June 1, 1997 ("Term Commencement
Date") and terminating May 31, 2001.
3. Quality of Work
---------------
All work to be done on the Premises by Tenant or Landlord shall be done in
a good and workmanlike fashion, employing materials of good quality and in
accordance with all laws, codes and governmental ordinances, regulations and
insurance requirements which may be applicable.
2
<PAGE>
4. RENT
----
The fixed rent payable by the Tenant during the term shall be; Year 1
(6/1/97-5/31/98), $197,500., Year (6/1/98-5/31/98) 2, $221,000, Year 3
(6/1/99-5/31/00) $237,000, Year 4 (6/1/00-5/31/01) $237,000. . At
such time as the Tenant makes use of the basement, Tenant shall pay $14,400 in
addition to base rent above.
Tenant's obligations to pay Fixed Rent shall begin on the Term Commencement
Date.
All rent payments are due in advance without demand, deduction or set-off
on the first day of each and every month during the term of this Lease and any
extension or renewal thereof. Fixed Rent for any partial month shall be
prorated.
Tenant shall pay to Landlord as additional rent one and one-half (1 1/2%)
percent per month of any amount due as Fixed Rent, additional rent or any other
payments due hereunder, if any said amount is not paid within thirty (30) days
of its due date. Nothing herein contained shall be construed or implemented in
such a manner as to allow Landlord to charge or receive interest in excess of
the maximum lawful rate then allowed by law. Said sum shall be payable in
addition to and not in exclusion of additional remedies herein provided to
Landlord.
5. PLACE OF PAYMENT OF RENT
------------------------
All payments of rent shall be made by Tenant to the Landlord without notice
or demand at such place as the Landlord may from time to time designate in
writing. The initial place for payment of rent shall be at Gerrity Company,
Inc., 90 Oak Street, Newton Upper Falls, Massachusetts, 02164. The
extension of time for the payment of any installment of rent, or the acceptance
of rent after the time at which it is due and payable shall not be a waiver of
the rights of the Landlord to insist on having all other payments made in the
manner and at the times herein specified.
6. TAXES
-----
Tenant shall pay to Landlord as additional rent hereunder, with respect to
any tax period falling wholly or partly within the term of this Lease, 38.29%
("Proportionate Share") of any increase in Real Estate Taxes (hereinafter
defined), prior to any abatement thereof, for the Building and land upon which
it is located (hereinafter Landlord's Property), over and above the amount of
Real Estate Taxes for the twelve month period ending June 30, 1997 ("Base
Period"), as abated for said twelve month period. If any payment for increase in
Real Estate Taxes shall be due for
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any time in which this Lease shall be in force and effect for less than a full
tax period, such payments shall be prorated so that the amount payable by Tenant
for any increase in Real Estate Taxes for such lease year shall be based on the
actual number of days this Lease shall be force and effect during such tax
period.
Payment by Tenant for its Proportionate Share of such increase in Real
Estate Taxes shall be paid in equal monthly installments, at the time and in the
fashion herein provided for the payment of rent. The amount to be paid to
Landlord shall be an amount estimated by the Landlord, based upon the Real
Estate Taxes for the previous year, to be sufficient to provide Landlord, in the
aggregate, a sum equal to the Tenant's Proportionate Share of such increase in
Real Estate Taxes at least ten (10) days before the day on which payment of such
by Landlord would be delinquent.
Upon receipt by Landlord of the bill for Real Estate Taxes, Landlord shall
promptly forward to Tenant a copy of said bill and a written statement of
Tenant's Proportionate Share. If Tenant has paid more than its Proportionate
Share for the tax period covered by the bill, Landlord shall credit the amount
of overpayment against subsequent obligations of the Tenant, or refund such
overpayment if the Lease term has ended and Tenant has no further obligations to
the Landlord. If Tenant has paid less than its Proportionate Share for the tax
period covered by the bill, Tenant shall promptly pay the amount due to the
Landlord.
The term "Real Estate Taxes" shall mean the sum of all taxes, rates and
assessments, general and special, levied or imposed against the building and the
land upon which it is located and any
improvements constructed thereon, including all taxes, rates and assessments,
general and special, levied or imposed for school, public betterment, general,
or local improvements. If the system of real estate taxation shall be altered or
varied and any new tax shall be levied or imposed on immovables in the
jurisdiction wherein the property is located, then any such new tax or levy
shall be included within the term "Real Estate Taxes". The amount of the Real
Estate Taxes which shall be deemed to have been levied or imposed with respect
to Landlord's Property and improvements shall be such amount as the legal
authority imposing Real Estate Taxes shall have attributed thereto. In the
absence of such attribution or if such legal authority shall include immovables
other than Landlord's Property and improvements in imposing such Real Estate
Taxes, then such amount shall be established by the Landlord.
In the event that Landlord obtains an abatement, reduction or refund of any
Real Estate Taxes for a tax period during which Tenant was obligated to pay a
share of the
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increase in Real Estate Taxes, then Tenant shall receive its Proportionate Share
of the net proceeds of such abatement, reduction or refund, and any interest
paid to the Landlord on account of such abatement, reduction or refund, (after
deduction of all reasonable costs, including legal and appraisal fees, incurred
by Landlord in obtaining the same) but only to the extent and not in excess of
any payments made by Tenant for such increase as required under this Section 6.
Landlord shall be under no obligation to seek such an abatement, reduction or
refund. Tenant shall not contest by any proceedings the assessed valuation of
Landlord's Property or any part thereof for purposes of obtaining a reduction of
such assessment or of any taxes.
Tenant shall pay, prior to delinquency, all municipal, county, state, or
federal taxes which shall be levied, assessed, or unpaid on any leasehold
interest, on any investment of Tenant in the Premises, on any personal property
owned, installed, or used by Tenant, or on Tenant's right to occupy the
Premises. Notwithstanding anything to the contrary, Tenant shall have the right
at its sole cost and expense to contest the validity of and to seek an abatement
of any of the foregoing taxes, excluding Real Estate Taxes.
Landlord shall have the same rights and remedies for the nonpayment by
Tenant of any amounts due on account of said Real Estate Taxes as Landlord has
hereunder for the failure of Tenant to pay rent.
7. OPERATING EXPENSES
------------------
In the event that the total operating expenses for the Landlord's Property
in any calendar year during the term of this Lease increase for any reason above
such expenses for the calendar year ending December 31, 1997, (the "Base Year"),
Tenant shall pay to Landlord as additional rent hereunder its Proportionate
Share of such increase.
Such operating expenses shall include without limitation expenses for the
following:
A. Compensation and all fringe benefits, workmen's compensation,
insurance premiums, wages and taxes paid to, for, or with respect to all persons
engaged in operating, maintaining, or cleaning Landlord's Property, including
the Common Areas. The Common Areas shall mean the portions of Landlord's
Property for common use by or for the benefit of more than one tenant of
Building, including but not limited to stairways, interior corridors, basements,
roof, and any common washrooms, toilets or other public facilities, parking
areas and side walks;
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B. All utilities and services furnished and supplied to Common Areas,
including but not limited to steam, water, sewer, and electric;
C. All utilities and services furnished and supplied generally to tenants
in the Building utilizing the Building's common systems, including but not
limited to water and sewer;
D. Cost of building cleaning supplies and equipment for Common Areas
only;
E. Cost of maintenance and cleaning for Common Areas only and repairs to
Landlord's Property;
F. Cost of snow removal and care of landscaping;
G. Expenses for or on account of the upkeep and maintenance of equipment,
including payments under service contracts for maintenance of equipment;
H. Premiums for any insurance carried by Landlord covering Landlord's
Property, including but not limited to fire, casualty, rental interruption and
liability insurance;
I. Customary and reasonable management fees, which shall not exceed five
(5%) percent per year of the current year's gross rent.
Capital Expenditures, Depreciation and costs incurred for the
exclusive benefit of Landlord or a specific tenant shall not be included in
operating expenses.
Landlord shall deliver to Tenant within ninety (90) days after the close of
each calendar year during the term of the Lease (including the calendar year in
which this Lease terminates) after the Base Year, an itemized statement signed
by an agent of Landlord setting forth (a) the operating expenses for the Base
Year and for the preceding calendar year, (b) the total amount of Tenant's share
of the increase in operating expenses for the preceding year, and (c) the
balance, if any, due from or overpaid by Tenant for the preceding calendar year.
Tenant shall pay to Landlord the balance due from Tenant within thirty (30) days
of the receipt of such statement.
In the event such statement shows an overpayment by Tenant, Landlord shall
credit the amount of such overpayment against subsequent obligations of Tenant,
or refund such overpayment if the Lease term has ended, provided Tenant is not
then in default in the performance of any of its obligations under this Lease.
In addition, during the term of this Lease, commencing with the first day
of the first month following the delivery to Tenant of such statement for the
first calendar year
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following the Base Year and on the first day of each month thereafter throughout
the term, Tenant shall pay to Landlord, on account towards Tenant's share of
anticipated increases in operating expenses, one-twelfth of the total amount
which Tenant was required to pay to Landlord for the increase in operating
expenses for the preceding year, as shown on the most recent annual statement of
operating expenses delivered to Tenant.
Any payment due under the terms of this Section for any portion of a lease
year shall be appropriately prorated.
8. QUIET ENJOYMENT
---------------
The Tenant, upon payment of the rent herein reserved and upon the
performance of all the terms and conditions of this Lease, shall at all times
during the Lease term and during any extension or renewal term, peaceable and
quietly enjoy the Premises without any disturbance from the Landlord or from any
other person claiming through the Landlord, subject, nevertheless, to the terms
and conditions of this Lease and to the mortgages hereinafter mentioned.
9. USE OF THE PREMISES
-------------------
A. The premises may be used by the Tenant for the purposes of (1)
receiving and shipping of research and manufacturing equipment; (2) light
manufacturing of research equipment and consumables and process equipment; (3)
laboratory research and development work; and (4) general administrative office
work, and for no other purpose (hereinafter referred to "Permited Use"); (5)
sales/marketing activities including presentation of technical seminars and
business meetings from time to time.
B. The Tenant shall comply with Tenant's Covenants set forth in Section 19
concerning the use of the Premises.
10. ALTERATIONS
-----------
Except for those items specified elsewhere herein, no alterations,
additions or improvements to the Premises shall be made by the Tenant without
the prior written consent of the Landlord, such consent not to be unreasonably
withheld. All work done in connection therewith shall be done in a good and
workmanlike manner employing materials of good quality and in compliance with
laws, rules, orders and regulations of governmental authorities having
jurisdiction thereof. The Landlord hereby consents to the installation by Tenant
of those improvements described in Exhibit B attached hereto. Notwithstanding
any other provision of this Lease, Tenant shall have the right to remove from
the Premises any item listed in Exhibit B, provided Tenant repairs any damage to
the Premises resulting from such removal. Except for the items described in
Exhibit B, any alteration, addition or improvement made by the Tenant after such
consent shall have been given become the property of the Landlord upon the
expiration or other sooner termination of this Lease, unless Landlord and Tenant
agree that such alteration, addition, or improvement should remain the property
of Tenant, becoming an addendum to Exhibit B.
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If Landlord shall fail to exercise such option the Tenant shall remove such
alterations, additions, improvements or fixtures at the Tenant's cost upon such
termination of this Lease. The Tenant shall yield up the Premises in good order
and repair, reasonable wear and tear and damage by fire or insured casualty
excepted.
11. MAINTENANCE AND REPAIRS
-----------------------
Except as otherwise provided in this Section and Sections 13 and 14,
Landlord shall, keep and maintain in good order and repair the common facilities
and structural portions of the Building including but not limited to the roof,
exterior walls, floor slabs, columns, public stairways and corridors,
lavatories, and utility systems and equipment, including the central heating
system, external to the Premises serving the Premises or the Common Areas.
Landlord shall keep the common areas, sidewalks and parking deck and basement
parking area in a clean and sanitary condition, clear from snow and ice.
The Tenant shall make all non-structural repairs necessary to maintain the
Premises in good order and repair, including, without limitation, all glass and
doors and all HVAC systems & equipment located within and servicing the leased
Premises. Tenant shall return the Premises to the Landlord at the end of the
term in good condition, reasonable wear and tear excepted.
With regard to HVAC tenant will employ a reputable contractor to service
the equipment. Should the equipment break down Landlord is responsible for the
costs & expenses of repair and/or replacement which is occasioned by failure of
major parts (such as compressor, motor, etc.).
Notwithstanding the foregoing, Tenant shall be responsible for the cost of
any repairs necessitated as the result of Tenant's neglect, fault or excessive
use of drainage facilities, or that of Tenant's agents or employees.
All repairs made by either Landlord or Tenant shall be done in a good and
workmanlike manner in accordance with applicable law.
12. INSURANCE
---------
12.1 Tenant's Insurance. The Tenant shall save the Landlord harmless and
------------------
indemnified from and against all injury, loss, claim or damage to any person or
property while on the Premises or appurtenances thereto arising out of the use
or occupancy of the Premises by the Tenant (unless caused) by the act,
negligence or default of the Landlord, its employees, agents, licensees or
contractors), and from and
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against all injury, loss, claim or damage to any person or property anywhere on
the Premises or appurtenances thereto occasioned by any act, neglect or default
of the Tenant or of its employees, agents, licensees or contractors. The Tenant
shall maintain with respect to the Premises and appurtenances thereto,
comprehensive general liability and property damage insurance including the
broad form comprehensive general liability endorsement in amounts not less than
$1,000,000.00 combined single limit. Such insurance shall be with companies
qualified to do business in Massachusetts, insuring the Landlord as well as the
Tenant against injury to persons or damage to property as herein provided. Such
insurance may be maintained by the Tenant under a blanket policy or policies so-
called. At the end of the first three years of the term of this Lease, and every
three years thereafter, Tenant shall increase the amount of the liability
insurance required hereunder, to an amount which is the greater of:
A. The original amount of liability insurance required hereunder plus that
percentage of said amount as is equal to the percent of increase, if any, in the
Consumer Price Index for all urban consumers for Boston, Massachusetts
(1967-100) published by the Bureau of Labor Statistics, U.S. Department of Labor
(Index) as at the Term Commencement Date over the said Index as at the date of
the required increase in liability insurance thereunder; or
B. The amount of liability insurance, as reasonably determined by
Landlord, required in similar buildings in the Boston area.
The Tenant shall maintain, at its sole cost and expense, fire and extended
coverage insurance for all of its contents, furniture, furnishings, equipment,
improvements, funds, personal property, located within or about the Premises,
providing protection in an amount equal to One Hundred (100%) percent of the
insurable value of said items.
The Tenant shall deposit with the Landlord certificates of insurance that
it is required to maintain under this Lease, at or prior to the Term
Commencement Date, and thereafter, within ten (10) days prior to the expiration
of each such policy. Such policies shall, to the extent obtainable, provide that
the policies may not be changed or cancelled without at least twenty (20) days'
prior written notice to the Landlord.
The Tenant covenants that in the event it keeps upon the Premises or
Landlord's Property any substance of dangerous, inflammable or explosive
character which increases the rate of insurance on the Premises or Landlord's
Property, Tenant shall promptly pay to Landlord upon demand any such increase
resulting therefrom, which shall be due and payable as additional rent
hereunder.
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12.2. Landlord's Insurance. Landlord shall maintain in effect fire and
--------------------
extended coverage insurance with respect to the Building, providing protection
in an amount reasonably determined by Landlord to be adequate, but which amount
shall not exceed the replacement cost of the Building.
12.3. Subrogation. Insofar as and to the extent that the following
-----------
provision may be effective without invalidating or making it impossible to
secure insurance coverage obtainable from responsible insurance companies
doing business in the Commonwealth of Massachusetts (even though extra premium
may result therefrom), Landlord and Tenant mutually agree that with respect to
any loss which is covered by insurance then being carried by them, the party
carrying such insurance and suffering said loss releases the other of and from
any and all claims with respect to such loss; and they further mutually agree
that their respective insurance companies shall have no right of subrogation
against the other on account thereof. In the event that extra premium is
payable by either party as a result of this provision, the other party shall
reimburse the party paying such premium the amount of such extra premium.
13. DAMAGE TO THE PREMISES
----------------------
13.1. Landlord's Right to Terminate. In the event that thirty (30%)
-----------------------------
percent or more of the net rentable square feet of the Premises or the Building
are damaged by fire or other insured casualty, or fifteen (15%) percent or more
of the net rentable square feet of the Premises of the Building are damaged by
an uninsured casualty ("Substantial Damage"), Landlord shall have the right to
terminate this Lease upon written notice given to Tenant within thirty (30) days
of such fire or casualty.
13.2. Landlord's Obligation to Repair. In the event that Landlord
-------------------------------
elects not to terminate this Lease as aforesaid, then this Lease shall continue
in full force and effect and Landlord shall promptly repair the damage and
restore the Premises, excluding Tenant's personal property, fixtures, furniture,
equipment and floor coverings, to substantially the condition thereof
immediately prior to such damage.
13.3. Rent Abatement. For so long as such damage renders the Premises
--------------
or a portion thereof unsuitable for the Permited Use, a just and proportionate
abatement of (a) Fixed Rent and (b) additional rent to the extent reimbursable
under Landlord's rental interruption insurance, shall be made, provided that
such damage is not due to the fault or neglect of Tenant, its employees,
agents, customers, visitors, subtenants or licensees.
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13.4. Tenant's Option to Terminate. If the Premises are rendered
----------------------------
substantially unsuitable for the Permitted Use, then Tenant may elect to
terminate this Lease prior to the time such damage is repaired if any only if:
a. The Landlord fails to give written notice within thirty (30) days
of said fire or casualty of its intention to restore the Premises; or
b. The Landlord fails to restore the Premises to a condition suitable
for the Permitted Use within ninety (90) days of said fire or casualty,
provided such failure is not due to the action or inaction of Tenant, its
employees or agents, or causes beyond the reasonable control of Landlord.
Tenant shall exercise its option to terminate by giving written notice to
Landlord within thirty days after Landlord's failure to notify or failure to
restore, as specified above.
13.5. Insubstantial Damage. Subject to delays due to causes beyond the
--------------------
reasonable control of the Landlord or the action or inaction of the Tenant, its
employees or agents, Landlord shall repair any damage which is not Substantial
Damage within sixty (60) days of the occurrence of said damage.
14. EMINENT DOMAIN
--------------
In the event that the whole of the Premises or the Building shall be
lawfully condemned or taken in any manner for public or quasi-public use, this
Lease shall forthwith terminate as of the date of divestment of Landlord's
title.
In the event that only a part of the Premises or the Building shall be so
condemned or taken, then, if such condemnation or taking is "substantial" as
hereinafter defined, either the Landlord or the Tenant may be delivery of notice
in writing to the other within sixty (60) days following the date on which
Landlord's title has been divested by such authority, terminate this Lease.
"Substantial" shall be defined to mean any condemnation or taking which:
A. Results in the loss of reasonable access to the entrances to the
Premises;
B. Results in the loss to the Tenant of twenty-five (25%) percent or more
of the floor area of the Premises; or
C. Results in loss of facilities in the Building that supply heat, air
conditioning, water, drainage, plumbing, electricity or other utilities to
Premises.
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If this Lease is not terminated as aforesaid or if such condemnation or
taking is not substantial, this Lease shall continue in full force and effect
except that the Fixed Rent and additional rent to the extent reimbursable under
Landlord's rental interruption insurance shall be equitably abated as of the
date of divesting of title. Landlord shall, with reasonable diligence and at its
expense, restore the remaining portion of the Premises as nearly as practicable
to the same condition as it was prior to such condemnation or taking. Landlord's
obligation to restore the remaining portion of the Premises shall be limited to
the extent of the condemnation proceeds made available to Landlord.
In the event of any condemnation or taking of all or part of the Building,
Landlord shall be entitled to receive the entire award in the condemnation
proceedings, including any award made for the value of the estate vested by this
Lease in the Tenant, and Tenant hereby expressly assigns to the Landlord any and
all right, title and interest of Tenant now or hereafter arising in or to any
such award or any part thereof except for relocation expenses and trade fixtures
payable in the manner and extent as, and if, provided by law.
15. UTILITIES
---------
15.1 Generally.
---------
a. Tenant shall obtain all of Tenant's electricity and utilities,
excluding heat, at Tenant's sole expense from existing services, which are
presently connected to the Premises.
b. Landlord to provide heat and cold water to the premises for
ordinary office premises cleaning, toilet and drinking purposes.
If Tenant requires, uses or consumes water for any purpose other
than for the aforementioned purposes, Landlord may (i) assess a reasonable
charge for the additional water used or consumed by Tenant or (ii) install
a water meter and thereby measure Tenant's water consumption for all
purposes. In the latter event, Landlord shall pay the cost of the meter and
the cost of installation thereof and shall keep said meter and installation
equipment in good working order and repair. Tenant agrees to pay for water
consumed, as shown on said meter, together with the sewer charge based on
said meter charges as and when bills are rendered and on default in making
such payment, Landlord may pay such charges and collect the same from
Tenant. All piping and other equipment and facilities for use of water
outside the Building core will be installed and maintained by Landlord at
Tenant's sole cost and expense.
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c. Tenant, at Tenant's expense, shall purchase and install all
replacement lamps (including, but not limited to, incandescent and
fluorescent lights) used in the Premises.
d. Landlord shall not in any way be liable or responsible to Tenant
for any loss, damage or expense which Tenant may sustain or incur if the
quantity, character, or supply of electrical energy is changed or is no
longer available or suitable for Tenant's requirements.
e. Tenant agrees that it shall not make any material alteration or
material addition to the electrical equipment and/or appliances in the
Premises without the prior written consent of Landlord in each instance,
which consent will not be unreasonably withheld, and Tenant shall promptly
advise Landlord of any other alteration or addition to such electrical
equipment and/or appliances.
15.2. Interruption or Curtailment of Services. Landlord reserves the right
---------------------------------------
to interrupt, curtail, stop or suspend (i) the furnishing of elevator and other
services, and (ii) the operation of the plumbing and electrical systems whenever
necessary for repairs, alterations, replacements or improvements desirable or
necessary to be made in the reasonable judgment of Landlord or whenever
necessary due to accident or emergency, difficulty or inability in securing
supplies or labor, strikes, or any other cause beyond the reasonable control of
Landlord, whether such other cause be similar or dissimilar to those hereinabove
specifically mentioned, until said cause has been removed. Except when caused by
the gross negligence of Landlord, there shall be no diminution or abatement of
rent or other compensation due from Tenant to Landlord hereunder, nor shall this
Lease be affected or any of the Tenant's obligations hereunder reduced, and the
Landlord shall have no responsibility or liability for any such interruption,
curtailment, stoppage, or suspension of services or systems, except that
Landlord shall exercise all due diligence to eliminate the cause of same.
15.3. Energy Conservation. Notwithstanding anything to the contrary
-------------------
contained in this Lease, Landlord may institute such reasonable policies,
programs or measures as may be necessary, required, or expedient for the
conservation and/or preservation of energy or energy services, provided either
the majority of similar buildings in the Greater Boston Area are subject to
similar policies, programs or measures, or such are necessary or required to
comply with applicable codes, rules, regulations or standards.
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16. ACCESS
------
Tenant shall have the free and uninterrupted right of access to the
Premises at all times.
17. SUBLEASE AND ASSIGNMENT
-----------------------
17.1. Generally. Tenant shall not voluntarily, involuntarily or by
---------
operation of law assign, transfer, mortgage or otherwise encumber this Lease or
any interest of Tenant therein, in the whole or in part of the Premises or
permit the Premises or any part thereof to be used or occupied by others except
as regards affiliated and related parties, without the prior written consent of
Landlord. Any subletting or assignment pursuant to this Section shall be subject
to and conditioned upon the following: (a) at the time of any proposed
subletting or assignment, Tenant shall not be in default under any of the terms,
provisions, or conditions of this Lease; (b) the sublessee or assignee shall
occupy only the Premises and conduct its business in accordance with the
Permitted Use; (c) prior to occupancy, Tenant and its assignee or sublessee
shall execute, acknowledge and deliver to Landlord a fully executed counterpart
of a written assignment of lease or sublease, as the case may be, by the terms
of which: (i) in case of an assignment, Tenant shall assign to such assignee
Tenant's entire interest in this Lease, together with all prepaid rents
hereunder, and the assignee shall accept said assignment and assume and agree to
perform, directly for the benefit of Landlord, all of the terms, covenants and
conditions of this Lease on the Tenant's part to be performed; or (ii) in case
of a subletting, the sublessee thereunder shall agree to be bound by and to
perform all of the terms, covenants and conditions of this Lease on the Tenant's
part to be performed, except the payments of rents, charges and other sums
reserved hereunder, which Tenant shall continue to be obligated to pay and shall
pay to Landlord; (d) Tenant shall pay to Landlord monthly one-half of the excess
of the rents and all other fees and charges received by Tenant pursuant to the
assignment or sublease, less any and all brokerage commisions paid to Tenant in
connection therewith, over the rents and other charges reserved to Landlord
under this Lease attributable to the space assigned or sublet; Tenant shall
acknowledge that, notwithstanding such assignment or sublease and consent of
Landlord thereto, Tenant shall not be released or discharged from any liability
whatsoever under this Lease and will continue to be liable with the same force
and effect as though no assignment or sublease had been made; and (e) Tenant
shall pay to Landlord a reasonable sum not to exceed One Thousand ($1,000)
Dollars to cover Landlord's administrative costs, overhead and attorneys' fees
in connection with such assignment or subletting for any portion of the Lease
term or any extension thereof.
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17.2. Landlord's Consent. Landlord shall not unreasonably withhold its
------------------
consent to a proposed transfer, sublease or assignment pursuant to the preceding
paragraph 17.1. Landlord's failure to consent shall be deemed unreasonable if
the above conditions are met and if:
a. The proposed assignment or subletting is to be made to a parent,
subsidiary, or successor corporation in connection with the reorganization
of Tenant or to a partnership of which Tenant is a general partner,
provided the net worth of such successor is at least equal to the net worth
of Tenant at the time of such assignment or subletting; or
b. The proposed assignee or subtenant has a good credit rating,
which shall be at least equal to that of Tenant, and demonstrable ability
to comply with the terms and conditions of this Lease, a good reputation in
the community, and the proposed use by such subtenant or assignee (even
thought Permitted Use) could not in Landlord's reasonable opinion be
expected to detract from the character of the Building for its existing
character and uses at the time of the proposed assignment or sublease.
17.3. No Waiver. The consent by Landlord to an assignment or subletting
---------
shall not in any way be construed to relieve Tenant from obtaining the express
consent of Landlord to any further assignment or subletting for the use of all
or any part of the Premises, nor shall the collection of rent by Landlord from
any assignee, sublessee or other occupant after default by Tenant be deemed a
waiver of this covenant or the acceptance of such assignee, sublessee or
occupant as Tenant or a release of Tenant from the further performance by Tenant
of the covenants in this Lease on Tenant's part to be performed.
18. SUBORDINATION.
-------------
This Lease is subject and subordinate to any first real estate mortgages to
any lender subsequent to the date of execution and delivery of this Lease and to
all renewals, modifications, consolidations, replacements or extensions thereof
and to any junior mortgages permitted by the holder of such first mortgage,
provided such mortgagee enters into an Agreement with Tenant that Tenant shall
remain undisturbed under this Lease in the event of foreclosure if the Tenant is
not in default under any of the terms and conditions of this Lease. The Tenant
shall, upon the request of the Landlord, promptly execute and deliver all such
instruments as may be appropriate to subordinate this Lease to any mortgage
securing notes issued by the Landlord and to all advances made thereunder and to
the interest thereon and all renewals, replacements and extensions thereof.
Landlord shall use its
15
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best efforts to receive such an agreement from the present mortgagee. At the
request of the Landlord, Tenant shall join in a subordination agreement
requested by any mortgagee who desires to subordinate its mortgage to this
Lease, provided, however, that the provisions of said mortgage relating to the
receipt and application of insurance proceeds and condemnation awards shall in
no event be subordinated to this Lease.
19. TENANTS' COVENANTS.
------------------
The Tenant covenants and agrees as follows:
A. To perform promptly all of the obligations of the Tenant set forth in
this Lease; to pay when due all Rent, Fixed or additional, and all charges which
by the terms of this Lease are to be paid by the Tenant.
B. To use the Premises only for the Permitted Use, as set forth in
Section 9.
C. To pay all costs on demand for all loss or damage suffered or incurred
by the Landlord caused by any nuisance or neglect suffered on the Premises or
Landlord's Property due to the Tenant, or its agents, employees, invitees or
assignees.
D. At the Tenant's expense to keep the interior of the Premises clean,
neat and in good order, repair and condition, and to keep the interior surfaces
of all glass clean and in good condition, and to replace any broken glass with
glass of the same quality; to keep all refuse, rubbish and debris in covered
containers or in containers designated for such use by Landlord.
E. To permit the Landlord and its agents to examine the Premises at
reasonable times and upon reasonable notice to the Tenant and to show the
Premises to prospective tenants commencing 9 months prior to the expiration of
this Lease.
F. To pay on demand Landlord's expense, including reasonable attorneys'
fees, incurred in enforcing any obligation of the Tenant under this Lease or in
curing any default by the Tenant.
G. To provide and pay for any cleaning services which it requires on the
Premises; to pay all costs for utilities not supplied by Landlord and charged
directly to the Tenant by the utility company.
H. To comply with governmental, health safety and police requirements and
obtain all required licenses and permits relating to the Premises or Tenant's
use thereof.
16
<PAGE>
I. Not to injure, overload, deface or otherwise harm the Premises or
Landlord's property; not to commit any nuisance; not the permit the emission of
any objectionable odor; not to make any use of the Premises or Landlord's
Property which will increase the cost of the Landlord's insurance (unless Tenant
pays for any such increased cost); not to sell or display merchandise in or
store or dispose of trash or refuse on or otherwise obstruct the driveways,
walks, halls, parking areas or other common areas.
J. Not to suffer or permit strip or waste.
K. Not to permit any use excepting the Permitted Use that may be deemed
obnoxious to any other tenants in the Building or create a public or private
nuisance.
L. Not to place or maintain any merchandise, vending machines or
other articles for the sale of goods or services on any sidewalk or ways
adjacent to the Premises, or elsewhere on the exterior of the Premises.
M. Not to conduct any auction, fire, bankruptcy, or going-out-of
business sale, nor use or permit the use of any sound apparatus for reproduction
or transmission of music or sound which shall be audible beyond the physical
interior of the Premises.
N. Not to install any window air conditioning unit in or upon the
Premises, without the prior written consent of Landlord, which shall not be
unreasonably withheld.
O. At the expiration of the term or earlier termination of this Lease, to
surrender all keys to the Premises, to remove all of its trade fixtures and
personal property in the Premises, to remove such installations made by it as
Landlord may request and all Tenant's signs whenever located, to repair all
damage caused by such removal and to yield up the Premises (including all
installation and improvements made by Tenant, except for such installations or
improvements as Landlord shall request Tenant to remove) subject to Section 10
of this Lease broom-clean and in the same good order and repair in which Tenant
is obliged to keep and maintain the Premises by the provisions of the Lease. Any
property not so removed shall be deemed abandoned and may be removed and
disposed of by Landlord in such manner as Landlord shall determine and Tenant
shall pay Landlord the entire cost and expense incurred by it in effecting such
removal and disposition and in making any incidental repairs and replacements
to the Premises. Tenant shall also pay for the use and occupancy of the Premises
during performance of its obligations under this Section. Tenant shall further
indemnify Landlord against all loss, cost and damage resulting from Tenant's
failure and delay in surrendering the Premises as above provided.
17
<PAGE>
P. Tenant shall not place any signs or other forms of advertising on or
about the exterior of the Premises or the Building, upon any sidewalks or ways
adjacent to the Building or within the interior of the Premises that are visible
from the exterior of the Building, without Landlord's previous written consent,
which shall not be reasonably withheld. Tenant shall hang its own drapes or
blinds.
20. RIGHTS OF LANDLORD ON TENANT'S DEFAULT
--------------------------------------
20.1. Events of Default. Tenant shall be in default under this Lease:
-----------------
a. If Tenant shall default in the performance of any of its
obligations to pay the rent or any charge hereunder and such default shall
continue for seven (7) days after receipt of written notice from Landlord
designating such default; or if within thirty (30) days after written
notice from Landlord to Tenant specifying any other default or defaults,
Tenant has not commenced diligently to correct the default or defaults so
specified or has not thereafter diligently pursued such correction to
completion; or
b. If any assignment shall be made by Tenant or any guarantor of
Tenant for the benefit of creditors; or
c. If Tenant's leasehold interest shall be taken on execution; or
d. If a lien or other involuntary encumbrance is filed against
Tenant's leasehold interest or Tenant's other property including said
leasehold interest, and is not discharged or bonded against within ten (10)
days thereafter; or
e. If a petition is filed by Tenant or any guarantor of Tenant for
adjudication as a bankrupt, or for reorganization or an arrangement under
provision of the Bankruptcy Act as then in force and effect; or
f. If a receiver has been appointed for any part of its property.
20.2. Remedies. Upon any default by Tenant the Landlord may, without
--------
demand or notice, in person or by agent or attorney, without being deemed guilty
of trespass, enter upon said Premises and expel the Tenant and those claiming
under it and remove Tenant's effects (forcibly if necessary) and upon entering
as aforesaid this Lease shall terminate; and the Landlord without notice to the
Tenant may store the Tenant's effects at the expense and risk of the Tenant, and
18
<PAGE>
if the Landlord so elects, may sell said effects at public or private sale and
apply the net proceeds toward any amounts due from Tenant; and Tenant covenants
that in case of such termination or of any termination under the provisions of
law for the Tenant's default, it will be and remain liable to the Landlord for
and will indemnify the Landlord against all loss of rent and other payments
which the Landlord may incur by reason of such termination; and Tenant covenants
and agrees, notwithstanding any such termination or termination under the
provisions of law for Tenant's default, to promptly pay all sums, including
Fixed Rent, additional rent and all other charges due hereunder, to the same
extent and at the same time as if this Lease had not been terminated. Landlord
shall have the right, but not the obligation, to relet the Premises or any part
thereof, for a term or terms which may at Landlord's option be equal to or less
than or exceed the period which would otherwise have constituted the balance of
the term. In the event that Landlord relets the Premises, Tenant shall be
entitled to a credit equal to the net amount of rent received by Landlord by
reletting the Premises, after deducting all expenses incurred in such reletting,
including without limitation, all repossession costs, brokerage commissions,
fees for legal and advertising services, remodeling costs and the like, and the
costs incurred in collecting such rent. In no event shall the Tenant be entitled
to receive any excess of such net rents over the sums payable by Tenant
hereunder.
In lieu of any other damages or indemnity and in lieu of full recovery by
Landlord of all sums payable under all the foregoing provisions of this Section,
Landlord may by written notice to Tenant, at any time after this Lease is
terminated and before such full recovery, elect to recover, and Tenant shall
thereupon pay, as liquidated damages, an amount equal to the aggregate of the
Fixed Rent and Additional Rent accrued in the twelve months ended next prior to
such termination plus the amount of rent of any kind accrued and unpaid at the
time of termination and less the amount of any recovery by Landlord under the
foregoing provisions of this Section up to the time of payment of such
liquidated damages. Nothing contained in this Lease shall however, limit or
prejudice the right of Landlord to prove for and obtain in proceedings for
bankruptcy or insolvency by reason of the termination of this Lease, an amount
equal to the maximum allowed by any statute or rule of law in effect at the time
when, and governing the proceedings in which, the damages are to be proved,
whether or not the amount be greater, equal to, or less than the amount of the
loss or damages referred to above.
20.3. Remedies Cumulative. Any and all rights and remedies which Landlord
-------------------
may have under this Lease, and at law and equity, shall be cumulative and shall
not be deemed inconsistent with each other, and any two or more of all such
19
<PAGE>
rights and remedies may be exercised at the same time insofar as permitted by
law.
20.4. Landlord's Right to Cure Defaults. Landlord may, but shall not be
---------------------------------
obligated to, cure at any time without notice any default by Tenant under this
Lease; and whenever Landlord so elects, all costs and expenses incurred by
Landlord, including reasonable attorney's fees, in curing a default shall be
paid by Tenant to Landlord on demand, together with lawful interest thereon from
the date of payment by Landlord to the date of payment by Tenant.
21. LANDLORD'S DEFAULT
------------------
Except in cases of emergency, Landlord shall not be in default in the
performance of any of its obligations hereunder unless and until Landlord shall
have failed to perform such obligations within thirty (30) days, or such
additional time as is reasonably required to correct any such default, after
notice by Tenant to Landlord properly specifying wherein Landlord has failed to
perform any such obligation.
22. NO WAIVER; NO ACCORD AND SATISFACTION
------------------------------------
22.1. Effect of Waivers of Default. Any consent or permission by
----------------------------
Landlord or Tenant to any act or omission which otherwise would be a breach of
any covenant or condition herein, or any waiver by Landlord or Tenant of the
breach of any covenant or condition herein, shall not in any way be held or
construed to operate so as to impair the continuing obligation of any covenant
or condition herein, or to permit any similar acts or omissions. The failure of
Landlord or Tenant to seek redress for violation of, or to insist upon the
strict performance of, any covenant or condition of this Lease shall not be
deemed a waiver of such violation nor prevent a subsequent act, which would have
originally constituted a violation, from having all the force and effect of an
original violation. The receipt by Landlord of rent with knowledge of the breach
of any covenant of this Lease shall not be deemed to have been a waiver of such
breach by Landlord, unless such waiver be in writing signed by the Landlord. No
consent or waiver, express or implied, by Landlord or Tenant to or of any breach
of any agreement or duty shall be construed as a waiver or consent to or of any
subsequent breach of the same or any other agreement or duty.
22.2. No Accord and Satisfaction. No acceptance by Landlord of a lesser
--------------------------
sum than any sum due under any provision of this Lease shall be deemed to be
other than on account of the earliest installment of such sum due, nor shall any
endorsement or statement on any check or letter accompanying any check or
payment be deemed an accord and satisfaction, and Landlord may accept such check
or payment without
20
<PAGE>
prejudice to any rights to recover the balance of such installment or pursue any
other remedy in this Lease provided.
23. RECORDING
---------
The Landlord and Tenant agree not to record this Lease, but each party
agrees, on request of the other, to execute, acknowledge and deliver a notice of
lease in recordable form, which may be recorded with the Registry of Deeds. In
no event shall such notice set forth the rent or other charges payable by Tenant
under this Lease; and such document shall expressly state that it is executed
pursuant to the terms of this Lease and is not intended to vary the terms and
conditions of this Lease.
24. LANDLORD'S LIABILITY
--------------------
In no event shall the Landlord be liable for any breach of covenant during
the term of this Lease unless the same shall occur during and within the period
of time that it is the owner of and seized of and in possession of the Building
of which the Premises are a part.
In no event and under no circumstances shall the Landlord be liable to the
Tenant for any consequential damages in connection with any act of the Landlord,
its agents or servants, and the placement by the Tenant of any goods, wares and
merchandise in the Premises or any areas in the Building shall be at the sole
risk and hazard of the Tenant.
Notwithstanding anything to the contrary contained in this Lease, it is
specifically understood and agreed that the monetary liability of any Landlord
hereunder shall be limited to its interest in the Premises in the event of any a
breach by Landlord of any of the terms, covenants and conditions of this Lease
to be performed by Landlord. In furtherance of the foregoing, Tenant hereby
agrees that any judgment it may obtain against Landlord as a result of a breach
of any of the terms, covenants or conditions hereof by Landlord shall be
enforceable solely against Landlord's fee interest in the Premises.
25. FORCE MAJEURE
-------------
In any case where either party is required to do any act, the time for the
performance thereof shall be extended by a period equal to any delay caused by
or resulting from Act of God, war, civil commotion, fire or other casualty,
labor difficulties, shortages of labor, materials or equipment, governmental
regulations, or other cause beyond such party's reasonable control, whether such
times be designated by a fixed time or a "reasonable time". This
21
<PAGE>
clause shall not be applicable to any payment of rent or other charges due from
the Tenant to the Landlord.
26. MECHANICS LIENS
---------------
The Tenant shall not permit any mechanics' or materialmen's or other liens
to stand against the Premises, the Building or the land on which the Building is
located for any labor or materials furnished the Tenant in connection with work
of any character performed on the Premises by, for, or at the direction of the
Tenant. Any such lien filed against the Premises or Building shall be discharged
by Tenant within ten (10) days thereafter, at Tenant's expense or by filing the
bond required by law. If Tenant fails to discharge any such lien, Landlord may
do so at Tenant's expense and Tenant shall reimburse Landlord for any expense or
cost incurred by Landlord in connection therewith within fifteen (15) days of
receipt of Landlord's bill therefor.
27. ESTOPPEL CERTIFICATE
--------------------
Tenant shall, at any time during the term of this Lease and within ten (10)
days after Landlord's request, deliver a duly executed and acknowledged written
instrument to Landlord or to a person or entity specified by Landlord
certifying:
A. That the Lease is unmodified and in full force and effect, or, if
there has been any modification, that the same is in full force and
effect, as modified and stating any such modification;
B. Whether or not there are any then existing setoffs or defenses against
the enforcement of any of the terms, agreements, covenants, conditions
and limitations of this lease and any modifications thereof on the
part of Tenant to be performed or complied with, and if so, specifying
the same; and
C. The date to which Fixed Rent and all additional rent and other charges
have been paid.
The failure by Tenant to deliver timely the estoppel certificate shall
constitute as to any person entitled to rely upon such statements an
acknowledgement that this Lease is unmodified and in full force and effect and a
waiver of any defaults which may exist prior to the date of such notice.
28. DEFINITIONS
-----------
The words "Landlord" and "Tenant" as used herein shall include their
respective heirs, executors, administrators, successors, representatives,
assigns, invitees, agents, and servants; the words "it", "he" and "him" where
applicable
22
<PAGE>
apply to the Landlord or Tenant regardless of gender, number, corporate entity,
trust or other body. If more than one party signs this Lease as Tenant, the
covenants, conditions and agreements of the Tenant shall be joint and several
obligations of each party.
29. SEPARABILITY CLAUSE
-------------------
If any provision in this Lease (or portion of such provision) or the
application thereof to any person or circumstance is held invalid, the remainder
of the Lease (or the remainder of such provision) and the application thereof to
other persons or circumstances shall not be affected thereby.
This Lease may be executed in any number of counterparts and each fully
executed counterpart shall be deemed an original.
30. NOTICES
-------
Any notices required under this Lease shall be in writing and delivered or
mailed by registered or certified mail to Tenant at the Premises or to the
Landlord care of The Gerrity Company, 90 Oak Street, P.O. Box 9111
Newton Upper Falls , Massachusetts 02164-9111 Landlord or
Tenant may, by proper notice to the other as provided herein, change its notice
address.
31. HOLDING OVER
------------
If for any reason Tenant retains possession of the Premises or any part
thereof after the termination of the term of this Lease or any extension of the
term, unless other written arrangements are made with Landlord, such holding
over shall constitute a tenancy from month to month, terminable by either party
upon thirty (30) days prior written notice to the other party, and Tenant shall
pay Landlord monthly rental during the month to month tenancy computed as the
rate of rent payable hereunder for the final month of the last year of the term
prior to such holding over plus one hundred (100%) percent of said rent. The
month to month tenancy shall otherwise be on the same terms and conditions as
set forth in this Lease, as far as applicable.
32. HAZARDOUS WASTE.
---------------
Tenant agrees that if it or anyone claiming under it shall generate upon,
store upon, dispose of, or transfer to and from the Premises any hazardous waste
materials, it shall forthwith remove the same from the Premises in the manner
provided by applicable law, regardless of when such hazardous waste materials
shall be discovered. Furthermore, Tenant shall forthwith repair and restore any
portion of the
23
<PAGE>
Premises which it shall disturb in so removing said hazardous waste materials to
the conditions which existed prior to Tenant's disturbance thereof. This Section
shall survive the expiration or other termination of this Lease, and Tenant
agrees that in addition to any other remedies which Landlord may have at law or
in equity to enforce this Section after the termination of this Lease, Landlord
shall have the remedy hereinafter set forth. For purposes of this Section,
"hazardous waste materials" shall be deemed to be any materials defined as such
in any law (federal, state and/or local) applicable to the Premises. If Tenant
shall at any time breach or default in the performance of any of the
obligations, covenants, or agreements of Tenant under this Section, Landlord
shall have the right to enter upon the Premises and to perform such obligations
of the Tenant including the payment of money and the performance of any other
act. All sums so paid by the Landlord and all necessary incidental costs and
expenses in connection therewith shall be deemed to be additional rent under
this Lease which shall be payable to Landlord immediately upon demand.
33. LEASE AMENDMENTS
----------------
Tenant acknowledges that amendments to this Lease may be required in
connection with the financing of Landlord's Property and Tenant hereby agrees
that it will enter into any reasonable modifications requested by a mortgagee in
connection with such refinancing, provided the same do not (a) increase the
Fixed Rent or additional rents payable by Tenant or increase Tenant's financial
obligations hereunder, (b) reduce the term hereof of or extend the term hereof
except as otherwise provided hereunder or (c) materially affect the rights or
obligations of Tenant or Landlord hereunder.
34. SECURITY DEPOSIT
----------------
24
<PAGE>
35. OPTION TO EXTEND
----------------
Tenant shall have the option to extend the Lease for one additional term of
1 (ONE) year on 6/1/2001 and on 6/1/2002 provided that there has been no
assignment of this Lease on the same terms and conditions provided herein except
that:
a. The annual Fixed Rate for the term of the extension shall be
$260,700 or $8.25 per sq.ft for the year 6/1/2001 to 5/31/2002 and $268,600 or
$8.50 per sq.ft for the year 6/1/2002 to 5/31/2003.
Tenant shall have the right of first refusal after the third and through fifth
year of the lease to lease additional space of said building as described
herein.
Tenant's right to exercise each extension option is conditioned upon Tenant's
performance of all of the duties and obligations on its part to be performed
under this Lease so that, at time of the exercise of said option, Tenant shall
not be in default hereunder.
Tenant shall exercise its option to extend by giving written notice thereof to
Landlord by certified mail, return receipt, no earlier than 15 months before and
no later than 6 months before the expiration of the existing Term.
36. Lanlord's Title
----------------
Landlord represents that it has good and clear, record and marketable
title, subject to encumbrances of record.
Executed as a sealed instrument in four counterparts by persons or officers
hereunto duly authorized this 23rd of May, 1997.
Microfluidics International Corporation
By /s/ Michael A. Lento /s/ John H. Finley
-------------------- ------------------
Its President Michael A. Lento By John H. Finley III Vice President
And Assistant Treasurer
King Real Estate Corp. Trustee
of 1238 Chestnut Street Trust
25
<PAGE>
Exhibit B
- --- Compressed air dryer and receiver connected to tenant's existing
roof-mounted air conditioner.
- --- Copper compressed air distribution piping system.
- --- Several laboratory hoods and vented solvent cabinets.
- --- Several laboratory benches.
- --- Several electric disconnects and motor starters for use in operating
machinery owned and/or built by tenant.
- --- Telephone System.
- --- Water deionization and filtration system.
- --- Air filtration system for a clean room.
- --- Air compressor & dryer system. (Quincy/Detac)
- --- Cage in production area.
- --- Tanks - 2 polyethylene
26
<PAGE>
[FLOOR PLAN OF OFFICE SPACE]
27
<PAGE>
[FLOOR PLAN OF PRODUCTION SPACE]
28
<PAGE>
Exhibit 11
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
Six Months Ended June 30
------------------------
1997 1996
---- ----
<S> <C> <C>
Weighted Average Common
Stock Outstanding 4,922,498 4,989,011
Options Outstanding 76,793
Options Exercised 550
--------- ---------
4,999,841 4,989,011
Income 274,557 198,464
--------- ---------
Income Per Share .05 .04
========= =========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 3,791,649
<SECURITIES> 132,055
<RECEIVABLES> 1,280,977
<ALLOWANCES> 0
<INVENTORY> 2,071,331
<CURRENT-ASSETS> 7,360,720
<PP&E> 695,866
<DEPRECIATION> (539,091)
<TOTAL-ASSETS> 7,706,586
<CURRENT-LIABILITIES> 909,778
<BONDS> 0
0
0
<COMMON> 51,224
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 7,706,586
<SALES> 0
<TOTAL-REVENUES> 3,494,823
<CGS> 1,625,768
<TOTAL-COSTS> 3,281,182
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 274,557
<INCOME-TAX> 0
<INCOME-CONTINUING> 274,557
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 274,557
<EPS-PRIMARY> .05
<EPS-DILUTED> .05
</TABLE>
