U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1999
[ ] Transition Report Under Section 13 or 15(d) of
the Exchange Act
Commission file number 1-12350
REGENESIS HOLDINGS, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Florida 65-0827283
------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
930 Washington Avenue - 4th Floor
Miami Beach, Florida 33139
(Address of Principal Executive Office)
(305) 695-4400
(Issuer's Telephone Number, Including Area Code)
1555 North Park Drive - Suite 103
Weston, Florida 33326
(Former Name or Former Address, if Changed Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the 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.
Yes [ ] No [x]
The number of shares outstanding of the issuer's common stock, par
value $.01 per share as of July 28, 1999 was 3,322,345. (certificates
representing 2,560,000 shares have not yet been physically issued, but
are deemed to be outstanding)
Transitional Small Business Disclosure Format:
Yes [ ] No [x]
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REGENESIS HOLDINGS, INC.
INDEX TO FINANCIAL STATEMENTS
(Unaudited)
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PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Condensed Balance Sheets as of March 31, 1999 (Unaudited)
and December 31, 1998 3
Condensed Statements of Operations for the Three
Months Ended March 31, 1999 (Unaudited) and 1998 4
Condensed Statements of Cash Flows for the Three
Months Ended March 31, 1999 (Unaudited) and 1998 5
Notes to Unaudited Financial Statements 6
Item 2. Management's Discussion and Analysis or Plan of Operation 7
PART II. OTHER INFORMATION 8-10
Signatures 11
</TABLE>
2
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REGENESIS HOLDINGS, INC.
CONDENSED BALANCE SHEET
March 31, December 31,
1999 1998
------------ ------------
(Unaudited) *
ASSETS
Current assets
Cash $ 500 $ 20,748
Due from Officers 9,444 -0-
---------- ------------
9,944
Furniture and equipment 9,855 -0-
-----------
Intangible Asset 6,500 -0-
---------- -----------
Total current assets 26,299 20,748
========== ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 70,225 $ 14,403
Loans payable others 100,525 2,800
------------ ------------
Total current liabilities 170,750 17,203
============ ============
Commitments, Contingencies and Subsequent Events -- --
Shareholders' equity (deficit)
Preferred stock, $.01 par value,
10,000,000 shares authorized; -- --
none issued and outstanding
Common stock, $.01 par value,
100,000,000 shares authorized;
762,345 shares issued
and outstanding 7,623 7,623
Additional paid-in capital 12,471,481 12,471,481
Deficit (12,623,555) (12,475,559)
----------- ------------
(144,451) 3,545
----------- ------------
$ 26,299 $ 20,748
============ ============
*condensed from audited financial statements
See Accompanying Notes
3
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REGENESIS HOLDINGS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended March 31,
1999 1998
---- ----
Operating expenses
General and administrative 147,996 160,100
--------- ---------
Other expenses
Interest expense -- --
Interest income -- 69
Other income -- 14,931
-- 15,000
---------
Net income (loss) $(147,996) $(145,100)
--------- ---------
Basic and diluted net
loss per share
Continuing operations $ (0.19) $ (0.21)
Weighted average shares 762,300 693,643
outstanding ======= =======
See Accompanying Notes
4
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REGENESIS HOLDINGS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Three months ended March 31,
-----------------------------
1999 1998
----------- -----------
Cash flows from operating activities
Net loss $(147,996) $(145,100)
Adjustments to reconcile net income to
net cash used in operating activities: --
Depreciation 1095 --
Provision for underwriter warrant settlement -- --
Net realizable value adjustments -- --
Gain on disposition of equipment -- 90,000
Changes in operating assets and liabilities:
Decrease in accounts receivable -- 41,822
Decrease in inventory -- --
Increase in accrued interest receivable -- --
Decrease in prepaid expenses -- --
Decrease in other assets -- --
Increase (Decrease) in accounts payable 55,822 (925)
--------- ---------
Net cash used in operating activities (91,079) (14,203)
--------- ---------
Cash flows from investing activities
Purchase of equipment (10,950) --
Purchase of Netdisc Assets (6,500)
--------- ---------
Net cash used in investing activities (17,450) 0
--------- ---------
Cash flows from financing activities
Due from affiliates (9,444) --
Issuance of common stock -- 15,000
Proceeds from Loan payable 100,525 --
Decrease in Loans from Officers (2,800)
--------- ---------
Net cash provided by financing activities 88,281 15,000
--------- ---------
Foreign currency translation adjustment -- --
Net (decrease) in cash (20,248) 797
Cash, beginning of year (20,748) 500
--------- ---------
Cash, end of year $ 500 $ 1,297
========= =========
Supplemental disclosure of cash flow information:
Cash paid during the year for interest $ -- $ --
========= =========
See Accompanying Notes
5
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REGENESIS HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation - The accompanying condensed consolidated financial
statements at March 31, 1999 include the accounts of the Company.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from these estimates.
The accompanying unaudited condensed financial statements, which are for interim
periods, do not include all disclosures provided in the annual financial
statements. These unaudited condensed financial statements should be read in
conjunction with the financial statements and the footnotes thereto contained in
the Annual Report on Form 10-KSB for the year ended December 31, 1998 as filed
with the Securities and Exchange Commission. The December 31, 1998 condensed
balance sheet was derived from audited financial statements, but does not
include all disclosures required by generally accepted accounting principles.
In the opinion of the Company, the accompanying unaudited condensed financial
statements contain all adjustments (which are of a normal recurring nature)
necessary for a fair presentation of the financial position and results of
operations and cash flows for the periods presented. The results of operations
for the three months ended March 31, 1999 are not necessarily indicative of the
results to be expected for the full year.
Going Concern - The report of the Company's independent accountants on their
audit of the Company's December 31, 1998 financial statements contained
uncertainties relating to the Company's ability to continue as a going concern.
The Company has incurred a loss in the three months ended March 31, 1999 and
uncertainties exist with regard to the Company's ability to generate sufficient
cash flows from operations or other sources to meet existing obligations, which
gives rise to doubts about the Company's ability to continue as a going concern.
These financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
6
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Item 2. Management's Discussion and Analysis or Plan of Operation.
GENERAL
Management's Discussion and Analysis or Plan of Operation contains various
"forward looking statements" within the meaning of the Securities Act of 1993
and the Securities And Exchange Act of 1934, which represents the Company's
expectations or beliefs concerning future events including without limitation
the following; ability of the Company to obtain financing on terms and
conditions that are favorable: ability of the Company to achieve profitability
and sufficiency of cash provided by operations, investing and financing
activities.
The Company cautions that these statements are further qualified by important
factors that would cause actual results to differ materially from those
contained in the forward looking statements, including without limitations, the
demand for the Company's future products and services, changes in the level of
operating expense and the present and future level of competition. Results
actually achieved may differ materially from expected results included in these
statements.
THREE MONTHS ENDED MARCH 31, 1999 VS THREE MONTHS ENDED MARCH 31, 1998:
RESULTS OF OPERATIONS
At March 31, 1998 and 1999, Regenesis did not have any operating subsidiaries.
General and Administrative Expenses for the three months ended March 31, 1999
and March 31, 1998, totaled $147,996 and $160,100, respectively. For the three
months ended March 31, 1999, General and Administrative Expenses were comprised
of promotion expenses related to product development and marketing, legal and
professional fees, office rent, travel, telephone and other corporate expenses
of $147,996. For the three months ended March 31, 1998, General and
Administrative Expenses were comprised of executive and office staff salaries of
$40,302, legal and professional fees, office rent, travel, telephone and other
general corporate expenses of $119,798.
Interest and other income for the three months ended March 31, 1999 and 1998 was
$0 and $15,000, respectively. The $15,000 is primarily attributable to interest
earned on invested funds during the 1998 period, as well as, miscellaneous
income relating to the recovery of certain assets.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1999, the Company had cash of $500 and a deficiency in working
capital of (160,806). The Company's ability to meet its future obligations in
relation to the orderly payment of its recurring general and administrative
expenses on a current basis is totally dependent on its ability to secure and
develop new business opportunities through acquisitions or other venture
opportunities. Since the Company has no current source of liquidity, the Company
is unable to predict how long it may be able to survive without a significant
infusion of capital from outside sources and it is further unable to predict
whether such capital infusion, if available, will be on terms and conditions
favorable to the Company.
In order to generate future operating activities, the Company intends to search
for, investigate and attempt to secure and develop business opportunities
through acquisitions, mergers or other business combinations and strategic
alliances. There can be no assurance that the Company will be successful in its
search for new business opportunities or that any such acquired businesses,
assets or new ventures will be successful. Although the Company engages in these
discussions from time to time, it is not at present a party to any agreement or
contract. The report of Rachlin Cohen & Holtz, LLP, the Company's auditors
("Auditors") in connection with their audit of the Company's financial
statements for the year ended December 31, 1998, containing an explanatory
paragraph which express substantial doubt as to the ability of the Company to
continue as a going concern, which assumes the realization of assets and
liquidation of liabilities in the ordinary course of business. Uncertainty
exists with regard to the Company's ability to generate sufficient cash flows
from operational or other sources to meet and fund its commitments with regard
to existing liabilities and recurring expenses, which give rise to substantial
doubt as to the Company's ability to continue as a going concern.
As reported in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1998, on February 23, 1999 the Company consummated the sale of
500,000 of its shares of common stock for an aggregate purchase price of
$100,000, or $.20 per share, to four institutional investors. Those proceeds
where originally entered as a loan, prior to the stock issuance as reported in
the Annual Report on Form 10-KSB for the year ended December 31, 1998 as filed
with the Securities and Exchange Commission.
7
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PART II. OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS
Regenesis received a letter in August 1998 on behalf of one of its shareholders
whereby the stockholder alleged that he was damaged by affirmative
misrepresentations and material omissions allegedly made by Regenesis and its
affiliates in connection with the 1996 sale of its securities to the
stockholder. The amount of damages alleged to have been suffered by the
stockholder is $1,200,000, excluding interest and attorney's fees. In December
1998, in an effort to resolve any such pending allegations, Regenesis joined a
suit in which this stockholder was charged with libel and slander. Regenesis
believes that this matter will be resolved in a manner favorable to it, but
there can be no assurances of this. If this matter is resolved in a manner
unfavorable to Regenesis, is financial position could be materially adversely
affected.
ITEM 2.CHANGES IN SECURITIES
Recent Sales of Unregistered Securities
On February 1, 1999 the Company sold 35,000 shares of its Series C Preferred
Stock for a purchase price of $350.00 or $.01 per share, to Mr. Adler, the
Chairman of the Board of the Company. Inasmuch as Mr. Adler, as an executive
officer and a director of the Company, is an accredited investor, issuance of
such securities was exempt from the registration requirements of the Securities
Act pursuant to the exemption set forth in Section 4(2) of such Act and the
rules and regulations thereunder.
On February 3, 1999, the Company sold 10,000 and 3,000 shares of its Series C
Preferred Stock for a purchase price of $130.00 or $.01 per share, to Mr. Adler
and Mr. Sandler, Chairman of the Board and President of the Company,
respectively. Inasmuch as each of Messrs. Adler and Sandler is an executive
officer and a director of the Company, and therefore an accredited investor,
issuance of such securities was exempt from the registration requirements of the
Securities Act pursuant to the exemption set forth in Section 4(2) of such Act
and the rules and regulations thereunder.
On February 5, 1999, the Company granted options under its 1997 Stock Option
Plan to purchase an aggregate of 500,000 shares of its common stock to Mr.
Adler. Such options have an exercise price of $.25 per share, are immediately
exercisable and expire February 4, 2003. Inasmuch as Mr. Adler, as the Company's
Chief Executive Officer, is an accredited investor and had access to relevant
information concerning the Company, the issuance of such securities was exempt
from the registration requirements of the Securities Act pursuant to the
exemption set forth in Section 4(2) of such Act and the rules and regulations
thereunder.
On February 15, 1999, the Company consummated the sale of 950,000 of shares of
common stock for an aggregate purchase price of $9,500.00, or $.01 per share, to
29 investors. Inasmuch as each of such investors is either an accredited
otherwise qualified investor, or had a pre-existing relationship with the
Company and had access to relevant information concerning the Company, the
issuance of such securities was exempt from the registration requirements of the
Securities Act pursuant to the exemption set forth in Section 4(2) of such Act
and the rules and regulations thereunder.
On February 17, 1999, Mr. Adler transferred 29,000 of his shares of Series C
Preferred Stock in the following manners to the following transferees, each of
which is an officer of the Company: 5,000 shares to Mr. Sandler; 13,333.33
shares to Mr. Gallo; and 10,666.66 shares to Mr. Brownstein. Messrs. Adler,
Sandler and Gallo are also directors of the Company. Each of Messrs. Adler,
Sandler, Gallo and Brownstein then converted all of his shares of Series C
Preferred Stock into an aggregate of 900,000 shares of common stock of the
Company, as follows: Mr. Adler: 300,000 shares; Mr. Sandler: 150,000 shares; Mr.
Gallo: 250,000 shares; and Mr. Brownstein: 200,000 shares.
On February 23, 1999 the Company consummated the sale of 500,000 of its shares
of common stock for an aggregate purchase price of $100,000, or $.20 per share,
to four institutional investors. Inasmuch as each of such institutional
investors is an accredited investor and had access to relevant information
concerning the Company, the issuance of such securities was exempt from the
registration requirements of the Securities Act pursuant to the exemption set
forth in Section 4(2) of such Act and the rules and regulations thereunder.
On March 30, 1999, the Company consummated the sale of 100,000 shares of its
common stock for a purchase price of $100,000, or $1.00 per share, to an
institutional investor. Inasmuch as the purchaser was an accredited investor and
had access to relevant information concerning the Company, including financial
information, the issuance of such securities was exempt from the registration
requirements of the Securities Act pursuant to the exemption set forth in
Section 4(2) of such Act and the rules and regulations thereunder.
No underwriters were involved in any of the transactions described above, and no
commissions were paid in connection therewith.
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
None.
8
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ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On February 1, 1999, the Board of Directors of the Company designated 300,000
shares of authorized Preferred Stock as Series B Preferred Stock with a par
value of $.01 per share. The Series B Preferred Stock has equal voting rights
with the Company's Common Stock upon conversion to common stock; is convertible,
at the option of the holder, into twenty shares of Common Stock for each share
of Series B Preferred Stock; is redeemable at any time at the sole option of the
Company at a redemption price to be negotiated by the parties; entitled to
dividends from time to time as determined in the sole discretion of the Company
out of funds legally available for the payment of dividends; and is entitled to
a liquidation preference of $.01 per share upon voluntary or involuntary
dissolution or winding up of the Company.
On February 1, 1999, the Board of Directors of the Company designated 300,000
shares of authorized Preferred Stock as Series C Preferred Stock with a par
value of $.01 per share. The Series C Preferred Stock has equal voting rights
with the Company's Common Stock is convertible, at the option of the holder,
into fifty shares of Common Stock for each share of Series B Preferred Stock; is
redeemable at any time at the sole option of the Company at a redemption price
to be negotiated by the parties; entitled to dividends from time to time as
determined in the sole discretion of the Company out of funds legally available
for the payment of dividends; and is entitled to a liquidation preference of
$.01 per share upon voluntary or involuntary dissolution or winding up of the
Company.
On February 1, 1999, the Board of Directors of the Company and a majority of the
shareholders filed an amendment to the articles which provide for an increase of
common and Preferred shares as follows: The maximum number of shares of all
classes of stock which the Corporation is authorized to have outstanding at any
one time is 110,000,000 shares, of which 10,000,000 shares shall be preferred
stock, par value $.01 per share, issuable in one or more classes or series (the
"Preferred Stock"), and 100,000,000 shares shall be Common Stock, par value $.01
per share (the "Common Stock"). All or any part of the Common Stock and
Preferred Stock may be issued by the Corporation from time to time and for such
consideration as the Board of Directors may determine. All of such shares, if
and when issued, and upon receipt of such consideration by the Corporation,
shall be fully paid and non-assessable.
ITEM 5.OTHER INFORMATION
The Company has relocated its corporate headquarters from Weston, Florida to
Miami Beach, Florida at which it currently leases approximately 4000 square feet
of office space from an unaffiliated party. Its monthly lease payments are
$4100. The term of the lease is 35 months, commencing on August 1, 1999 and
ending May 31, 2002.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a.) Index to Exhibits
Exhibits Description of Documents
3.5 Articles of Amendment to the Articles of Incorporation of
Regenesis Holdings, inc. increasing the authorized capital
stock and setting forth the designations, rights and
preferences of the Series B and Series C Preferred Stock. (1)
10.5 Lease Agreement dated August 1, 1999 between Regenesis
Holdings, Inc. and Auction Finance Group, Inc.
27 Financial Data Schedule
- ------------------
(1) Incorporated by reference as an exhibit to the Company's Form 8-K as filed
with the Commission 2/18/99.
(b.) Reports on Form 8-K.
During the last quarter of the period covered by this Report,
the Company filed a Report on form 8-K on December 29, 1998
disclosing (a) the December 22, 1998 resignations of (i) Zirk
Engelbrecht, the Company's Chairman of the Board, Chief
Executive Officer, Chief Operating Officer and President, and
(ii) Mario Gambuzzo, a director of the Company, and (b) the
appointment of Mitchell Sandler as a director and President of
the Company on the same date.
On January 29, 1999, the Company engaged the firm of Rachlin
Cohen & Holtz, One SE Third Ave., Tenth Floor, Miami, Florida
33131 (the "New Accountants") as its new certifying
accountants.
On February 18, 1999, the Company filed a Report on form 8-K
disclosing (a) that on February 1, 1999, the Board of
Directors of the Company designated 300,000 shares of
authorized Preferred Stock as Series B Preferred Stock with a
par value of $.01 per share, (ii) On February 1, 1999, the
Board of Directors of the Company designated 300,000 shares of
authorized Preferred Stock as Series C Preferred Stock with a
par value of $.01 per share, (iii) On February 1, 1999, the
Board of Directors of the Company and a majority of the
9
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shareholders filed an amendment to the articles which provide
for an increase of common and Preferred shares as follows: The
maximum number of shares of all classes of stock which the
Corporation is authorized to have outstanding at any one time
is 110,000,000 shares, of which 10,000,000 shares shall be
preferred stock, par value $.01 per share, issuable in one or
more classes or series (the "Preferred Stock"), and
100,000,000 shares shall be Common Stock, par value $.01 per
share (the "Common Stock"). All or any part of the Common
Stock and Preferred Stock may be issued by the Corporation
from time to time and for such consideration as the Board of
Directors may determine. All of such shares, if and when
issued, and upon receipt of such consideration by the
Corporation, shall be fully paid and non-assessable.
Recent Sales of Unregistered Securities
On February 1, 1999 the Company sold 35,000 shares of its
Series C Preferred Stock for a purchase price of $350.00 or
$.01 per share, to Mr. Adler, the Chairman of the Board of the
Company. Inasmuch as Mr. Adler, as an executive officer and a
director of the Company, is an accredited investor, issuance
of such securities was exempt from the registration
requirements of the Securities Act pursuant to the exemption
set forth in Section 4(2) of such Act and the rules and
regulations thereunder.
On February 3, 1999, the Company sold 10,000 and 3,000 shares
of its Series C Preferred Stock for a purchase price of
$130.00 or $.01 per share, to Mr. Adler and Mr. Sandler,
Chairman of the Board and President of the Company,
respectively. Inasmuch as each of Messrs. Adler and Sandler is
an executive officer and a director of the Company, and
therefore an accredited investor, issuance of such securities
was exempt from the registration requirements of the
Securities Act pursuant to the exemption set forth in Section
4(2) of such Act and the rules and regulations thereunder.
On February 5, 1999, the Company granted options under its
1997 Stock Option Plan to purchase an aggregate of 500,000
shares of its common stock to Mr. Adler. Such options have an
exercise price of $.25 per share, are immediately exercisable
and expire February 4, 2003. Inasmuch as Mr. Adler, as the
Company's Chief Executive Officer, is an accredited investor
and had access to relevant information concerning the Company,
the issuance of such securities was exempt from the
registration requirements of the Securities Act pursuant to
the exemption set forth in Section 4(2) of such Act and the
rules and regulations thereunder.
On February 15, 1999, the Company consummated the sale of
950,000 of shares of common stock for an aggregate purchase
price of $9,500.00, or $.01 per share, to 29 investors.
Inasmuch as each of such investors is either an accredited
otherwise qualified investor, or had a pre-existing
relationship with the Company and had access to relevant
information concerning the Company, the issuance of such
securities was exempt from the registration requirements of
the Securities Act pursuant to the exemption set forth in
Section 4(2) of such Act and the rules and regulations
thereunder.
On February 17, 1999, Mr. Adler transferred 29,000 of his
shares of Series C Preferred Stock in the following manners to
the following transferees, each of which is an officer of the
Company: 5,000 shares to Mr. Sandler; 13,333.33 shares to Mr.
Gallo; and 10,666.66 shares to Mr. Brownstein. Messrs. Adler,
Sandler and Gallo are also directors of the Company. Each of
Messrs. Adler, Sandler, Gallo and Brownstein then converted
all of his shares of Series C Preferred Stock into an
aggregate of 900,000 shares of common stock of the Company, as
follows: Mr. Adler: 300,000 shares; Mr. Sandler: 150,000
shares; Mr. Gallo: 250,000 shares; and Mr. Brownstein: 200,000
shares.
On February 23, 1999 the Company consummated the sale of
500,000 of its shares of common stock for an aggregate
purchase price of $100,000, or $.20 per share, to four
institutional investors. Inasmuch as each of such
institutional investors is an accredited investor and had
access to relevant information concerning the Company, the
issuance of such securities was exempt from the registration
requirements of the Securities Act pursuant to the exemption
set forth in Section 4(2) of such Act and the rules and
regulations thereunder.
On March 30, 1999, the Company consummated the sale of 100,000
shares of its common stock for a purchase price of $100,000,
or $1.00 per share, to an institutional investor. Inasmuch as
the purchaser was an accredited investor and had access to
relevant information concerning the Company, including
financial information, the issuance of such securities was
exempt from the registration requirements of the Securities
Act pursuant to the exemption set forth in Section 4(2) of
such Act and the rules and regulations thereunder.
No underwriters were involved in any of the transactions
described above, and no commissions were paid in connection
therewith.
10
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SIGNATURES
In accordance with Section 13 or 15 (d) of the Securities
Exchange Act of 1934, Regenesis Holding, Inc. has caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
REGENESIS HOLDING, INC.
DATE: July 28, 1999 By: /s/ Lawrence Gallo
-------------------
Lawrence Gallo
CEO, President
LEASE
Lease between MARBRAD, INC./ a Florida corporation having an office c/o
Streamline Properties, Inc., 1125 Washington Avenue, Miami Beach, Florida
("Landlord") and the tenant described in Line 1 of the Terms Sheet attached
hereto as Exhibit A ("Tenant").
1. Grant
-----
Upon the terms and conditions set forth in this Lease, Landlord leases to
Tenant and Tenant leases from' Landlord, the "Premises" described in Line 2
of the Terms Sheet, which Premises are located in the NationsBank Office
Building, 930 Washington Avenue, Miami Beach, Florida (the "Real Property").
2. Term of Lease
-------------
The Term of this Lease shall be as set forth in Line 3 of the Terms Sheet.
3. Base Rent
---------
As Base Rent, Tenant shall pay Landlord, at Landlord's address set forth
above, or at such other address specified in writing by Landlord, the amount
set forth in Line 4 of the Terms Sheet. Base Rent is payable in advance,
without setoff, further notice, or demand on the first day of each calendar
month. In addition to each monthly installment of Base Rent, Tenant shall pay
all applicable rental or sales taxes. If the Commencement Date or the
Expiration Date of the Term are on a day other than the first day of a
calendar month, the Base Rent for said fractional month shall be prorated on
a per them basis. Payment of the first month's installment of Base Rent is
hereby acknowledged.
4. Security Deposit
----------------
As security for the full and prompt performance of all Tenant's obligations
under the Lease, concurrent with the execution of this Lease, Tenant shall
deposit with Landlord a Security Deposit in the amount set forth in Line 5 of
the Terms Sheet. If Tenant fails to make any payments under this Lease when
due, or fails to comply with each of the terms, covenants, and conditions of
this Lease, Landlord may, but is not obligated to, apply the Security Deposit
to the payments due or to the payment of Landlord's costs and expenses
(including reasonable attorneys' fees) in connection with performing Tenant's
obligations on Tenant's behalf, regaining possession of the Premises, or
reletting the Premises, without thereby curing Tenant's default or releasing
Tenant from any
<PAGE>
of Tenant's obligations under this Lease. Landlord may commingle the Security
Deposit with Landlord's other funds, and Landlord shall not be required to
pay Tenant any interest on the Security Deposit. If Tenant fully and promptly
performs all Tenant's obligations under this Lease, within 30 days following
the Expiration Date, Landlord shall return the Security Deposit to Tenant at
Tenant's address set forth in this Lease or at such other address specified
by Tenant in a notice to Landlord received by Landlord before the Expiration
Date.
5. Parking
-------
Tenant is hereby granted the exclusive use of the parking spaces set forth in
Line 6 of the Terms Sheet. Landlord reserves the right to change the location
of Tenant's designated parking spaces from time to time so long as the number
of spaces is not affected thereby. Tenant acknowledges that all other spaces
in the parking facility serving the Building are allocated for the exclusive
use of other tenants of the Building and that neither Tenant, nor Tenant's
guests or invitees shall use any spaces other then the ones set forth in Line
6 of the Terms Sheet. Tenant further acknowledges that the parking facility
is patrolled by a towing company and cars parked in a space allocated to
another tenant may be towed.
6. Use
---
Tenant may use the Premises for general and administrative offices and for no
other purpose. Tenant shall not permit the Premises to be used for any
unlawful or immoral purpose. In the conduct of Tenant's business, Tenant
shall, at Tenant's expense, comply with all applicable laws, ordinances,
rules and regulations, the reasonable requirements of all insurance
underwriters providing insurance to the Premises and the Building, and the
Rules and Regulations attached to this Lease as Exhibit "C", as they may be
amended by Landlord from time to time. Tenant shall not use the Premises in a
manner that increases the fire insurance premiums for the Building. Tenant
shall not install safes, heavy file cabinets, or other heavy equipment in the
Premises without Landlord's prior approval of the installation, location, and
method of installation. In the conduct of Tenant's business operations,
Tenant shall not make any noise or odor objectionable to other tenants, the
public, or Landlord, and Tenant shall not create or maintain a nuisance in
the Premises. Tenant shall not use, create, store or permit any toxic or
hazardous material anywhere on the Real Property. Tenant shall keep the
Premises free of debris, dangerous, noxious, or offensive items, fire
hazards, and undue vibration, heat or noise.
2
<PAGE>
In Tenant's use of the Premises, Tenant shall not obstruct or permit the
obstruction of the sidewalks, driveways, entrances, passages, lobby,
corridors, stairs, or elevators of the Building. Tenant may not move Tenant's
furniture, equipment, supplies, or other personal property or permit
deliveries of such items through the Common Areas except at such hours and
upon such conditions as Landlord may reasonably require from time to time.
Tenant shall reimburse Landlord within 10 days after Landlord's demand for
any damage or injury to persons or property resulting from Tenant's movement
of such items or delivery to Tenant of such items through the Common Areas.
Landlord may, as a condition for granting permission to Tenant to move
furniture and equipment through the common areas of the Building, require a
damage deposit from Tenant.
7. Utilities and Services
----------------------
Landlord shall furnish the following utilities and services to the Building
and the Premises as reasonably required in connection with Tenant's use of
the Premises, Monday through Friday, during business hours (8:00) a.m. to
6:00 p.m.), except on federal bank holidays:
(a) Janitorial services (during non-business hours Monday through Friday),
except that shampooing and replacement of carpet as required by Tenant
shall be at Tenant's expense;
(b) Periodic trash removal;
(c) Elevator service in common with other tenants;
(d) Air conditioning is provided on Monday through Friday from 8:00 a.m.
to 8:00 p.m. and on Saturday from 8:00 a.m. to 1:00 p.m. except on
Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, Christmas
Day and New Year's Day.
(e) Electricity for standard lights, air-conditioning, and standard office
equipment. Electricity for extraordinary office equipment and
additional air-conditioning required in connection with computers or
other extraordinary office equipment shall be separately metered and
shall be available to Tenant only with Landlord's prior written
approval;
(f) Water for drinking, ordinary lavatory purposes, and the fire sprinkler
system (if applicable);
(g) Common use restrooms on each floor of the Building, including
maintenance, periodic cleaning, and supplies.
Landlord is not responsible to Tenant for any interruption in utility and
other services unless caused by Landlord's negligence or willfull misconduct.
Should Tenant desire utilities or services to be provided by Landlord at
times other than those times set forth in this Lease, Landlord may, but is
not obligated to, furnish such additional utilities or services as are
requested by Tenant, in a written notice to Landlord at least 48 hours before
Tenant requires the utilities or services. Tenant shall pay Landlord, within
10 days after Landlord's demand, for all Landlord's costs in providing such
additional utilities or services.
3
<PAGE>
8. Tenant's Appurtenant Rights
---------------------------
During the Term, Landlord grants Tenant a non-exclusive right to use the
Common Areas, including the right of ingress and egress to the Premises. This
right may be exercised by Tenant, its agents, employees, independent
contractors, invitees, and customers, subject to similar rights granted by
Landlord from time to time to other parties, and subject to the Rules and
Regulations attached to this Lease as Exhibit "C", as they may be amended by
Landlord from time to time.
9. Landlord's Right of Access
--------------------------
Landlord, and others authorized by Landlord, may enter the Premises at
reasonable time and upon reasonable prior verbal or written notice to Tenant
for those purposes reasonably related to Landlord's ownership and operation
of the Building, including inspection, maintenance and repair, emergencies,
and showing the Premises to prospective tenants or purchasers.
10. Maintenance, Repair and Replacement
-----------------------------------
Tenant shall, at Tenant's sole expense, keep the interior of the Premises in
good condition and repair. Tenant shall promptly repair any injury or damage
to the Building, the parking facility serving the Building, or the Real
Property caused by Tenant's unauthorized use of the Premises or by the fault
or neglect of Tenant, Tenant's employees, customers, invites, and others
permitted on the Premises by Tenant. If Tenant does not promptly and
adequately perform its obligations under this paragraph after written notice
from Landlord specifying the nature of Tenant's failure, in addition to any
other remedy Landlord may have under this Lease or pursuant to law, Landlord
may perform Tenant's obligations on Tenant's behalf and Tenant shall, upon
demand, reimburse Landlord for the reasonable costs and expenses so incurred.
Landlord shall maintain Landlord for the reasonable costs and expenses so
incurred. Landlord shall maintain and repair all other elements of the
Building, the parking facility serving the Building, and the Real Property,
including plumbing, lighting, HVAC service, plate glass, and structural
components.
All repairs, maintenance, and replacements by Landlord and Tenant shall be
performed in a good and workmanlike manner, in compliance with all applicable
governmental laws, regulations, ordinances, rules, and codes, and shall
incorporate materials and techniques equal to or exceeding the quality of the
items repaired, maintained, replaced.
11. Condition of Premises
---------------------
Tenant acknowledges that Tenant has inspected the Premises and that the
Premises are suitable for Tenant's use. Tenant accepts the Premises in
"as-is" condition. Tenant acknowledges that no work needs to be performed by
Landlord to prepare the Premises for Tenant's occupancy. Landlord makes no
warranties or representations as to the condition of the Premises or their
suitability for Tenant's use.
12. No Leasehold Improvements
-------------------------
Tenant shall not make any alterations, additions, or improvements within, or
to the Premises, without first obtaining Landlord's approval in writing,
which approval may be denied for any reason whatsoever.
4
<PAGE>
13. Tenant's Insurance
------------------
From the date Landlord grants Tenant access to the Premises and during the
Term, Tenant shall at Tenant's sole expense, maintain comprehensive general
liability insurance with a combined single limit coverage of not less than
$500,000.00, with a reputable insurance underwriter reasonably acceptable to
Landlord. The comprehensive policy shall name Landlord and Landlord's agent
as an additional insured and provide that Landlord's right to insurance
proceeds shall not be subject to invalidation by reason of Tenant's acts or
omissions. All insurance policies shall include a provision that the
coverage may not be reduced or cancelled without 30 days prior written
notice to Landlord.
14. Waiver of Subrogation
---------------------
To the extent that any loss suffered by Tenant is covered by insurance,
Tenant waives all claims it may have against Landlord, and, to the extent
possible without voiding the insurance coverage, each insurance policy
obtained, by Tenant concerning the Premises and the Building shall include a
waiver of subrogation endorsement.
15. Tenant's Indemnification
------------------------
Tenant shall indemnify, defend Landlord from, and hold Landlord harmless
against any claim, suit, liability, loss, damage, cost, and expense in
connection with any construction work, additions, alterations, or
improvements by Tenant in or about the Premises, or in connection with loss
of life, personal injury, or damage to property arising from Tenant's use or
occupancy of the Premises, but not to the extent caused by the willful
misconduct of Landlord, its agents or employees. This indemnity applies to
Tenant's use and occupancy of the Premises prior to the Commencement Date
and throughout the Term and shall survive the termination of this Lease.
16. Landlord's Exculpation and Tenant's Attornment
----------------------------------------------
If Landlord defaults under this Lease, Tenant agrees to look solely to the
Landlord's interest in the Building and the Real Property, and neither
Landlord nor any of its partners, officers, directors or shareholders shall
have any personal liability to Tenant for Landlord's defaults under this
Lease or for the breach of any representation, warranty, covenant or
agreement. Any judgments entered against Landlord based upon Landlord's
default under this Lease shall be satisfied solely from the proceeds of the
sale of Landlord's interest in the Building and the Real Property. If
Landlord sells the Building, Landlord shall be released from any future
obligation or liability to Tenant under this Lease.
5
<PAGE>
17. Damage by Fire and Other Casualty
---------------------------------
Tenant shall give Landlord prompt notice of any damage to the Premises by
fire or casualty. If the Building is partially or totally destroyed Landlord
may, at its option, terminate this Lease as of the date of the casualty, and
all periodic payments required of Tenant under this Lease shall be equitably
adjusted.
18. Condemnation
------------
If the Building and the Real Property are taken by the power of eminent
domain (or conveyed to the condemning authority under threat of
condemnation), this Lease shall terminate no the date the condemning
authority takes possession, and all periodic payments made by Tenant under
this Lease shall be equitably adjusted.
If a portion of the Building or the Real Property is taken by the power of
eminent domain (or conveyed to the condemning authority under threat of
condemnation), at Landlord's option exercised on or before the date the
condemning authority takes possession, this Lease shall termninate effective
as of the date the condemning authority takes possession. If Landlord does
not exercise its option to terminate this Lease, to the extent possible
following the taking, Landlord shall repair and restore those portions of the
Premises and the Building originally provided by Landlord, and Tenant shall
repair and restore all other portions of the Premises.
During the period of Landlord's repair and restoration of the Premises, all
Base Rent and Adjusted Rent shall abate in an amount bearing the same ratio
to the Base Rent and Adjusted Rent otherwise due for such period as the
untennantable portion of the Premises from time to time bears to the entire
Premises. All periodic payments required of Tenant under this Lease shall be
equitably adjusted as of the date the condemning authority takes possession
to reflect any permanent reduction in the usable portion of the Premises.
Tenant waives Tenant's right to all proceeds of condemnation (or of a
conveyance to the condemning authority under threat of condemnation)
representing the value of Tenant's leasehold interest or of the leasehold
improvements in the Premises. Nothing in this paragraph, however, shall
prevent Tenant from pursuing a separate claim for business damages or moving
expenses against the condemning authority, so long as the award or proceeds
paid to Tenant does not reduce the award or proceeds otherwise payable to
Landlord.
19. Surrender
---------
On the Expiration Date (or sooner termination of the Term) Tenant shall
remove all Tenant's personal property and trade fixtures from the Premises,
and Tenant shall surrender possession of the Premises to Landlord in as good
condition, as existed when Tenant look possession, reasonable wear and tear
and insured casualty damages excepted. All personal property or trade
fixtures not removed by Tenant shall, upon the Expiration Date (or sooner
termination of the Term) become Landlord's property, and Landlord may, at its
option, either retain the personal property and trade fixtures or dispose of
all or any portion of them at Tenant's expense. Tenant shall reimburse
Landlord upon demand for all Landlord's expenses incurred in connection with
disposing of Tenant's personal property and trade incurred in connection with
disposing of Tenant's personal property and trade fixtures. This obligation
shall survive the expiration or termination of this Lease.
6
<PAGE>
If this Lease terminates as a result of an insured casualty, Tenant is not
obliged to repair and restore the Premises, but Landlord is entitled to a
portion of the proceeds from Tenant's insurance sufficient to reimburse
Landlord for the reasonable cost of returning the interior of the Premises
to the condition existing immediately before the casualty.
20. Default
-------
Time is of the essence with regard to the performance of the Tenant's
obligations under this Lease. Any of the following constitutes a default of
this Lease by Tenant:
(a) Failure to pay any periodic payment of Base Rent or any other payment
required of Tenant under this Lease within 5 days after any such payment
is due.
Tenant shall pay Landlord interest at the rate of 18% simple interest
per year on all periodic payments due under this Lease that are not made
on the date when due, from the date when due until paid in full. All
partial payments of past due amounts shall be applied first to interest
accrued, then to past due installments of Base Rent.
(b) Failure to cure any other default of Tenant's obligations under this
Lease for a period of 15 days after notice specifying the nature of the
default.
(c) Abandonment of the Premises.
(d) Tenant files a voluntary petition in bankruptcy or is adjudicated
insolvent or a bankrupt, or makes an assignment for the benefit of
creditors, or files a petition for relief under any applicable
bankruptcy law, or consents to the appointment of a trustee or receiver
of all or any substantial part of its property.
(e) An involuntary petition under any applicable bankruptcy law is filed
against Tenant and is not vacated within 60 days. -
21. Landlord's Remedies
-------------------
Upon Tenant's default and the expiration of any applicable grace period,
Landlord may, at Landlord's option, take any one or more of the following
actions without further notice or demand;
(a) Declare all Base Rent or Adjusted Rent for the entire remaining
portion of the Term immediately due and payable.
(b) Bring an action against Tenant to collect all Base Rent or
Adjusted Rent or other sums due and owing the Landlord, or to
enforce any other term or provision of this Lease;
7
<PAGE>
(c) Terminate this Lease by three days' written notice to Tenant. In
the event of termination, Tenant agrees to immediately surrender
possession of the Premises. If Landlord terminates this Lease,
Landlord may recover from Tenant all damages Landlord incurs by
reason of Tenant's default, including damages equal to the
present value of the difference between the Base Rent and
Adjusted Rent due for the remainder of the term and the market
value rent rate for the remainder of the term, and all Landlord's
costs and expenses (including reasonable attorneys' fees).
(d) Landlord may pay or perform, or cause to be paid or performed,
any obligation of Tenant under this Lease, for Tenant's account,
and Tenant shall promptly reimburse Landlord, upon demand, for
all Landlord's costs and expenses (including reasonable
attorneys' fees) so incurred.
(e) Relet the Premises for Tenant's account without terminating this
Lease. All sums received by Landlord from reletting shall be
applied first to Landlord's reasonable costs and expenses
incurred in reletting (including, without limitation, reasonable
attorneys' fees, advertising costs, brokerage commissions, and
alterations, improvements, and repairs lo the Premises), then to
the payment of all sums due under this Lease. Upon Landlord's
demand, Tenant shall pay any deficiency to Landlord as it arises.
Landlord's remedies in this paragraph are cumulative and in addition to any
other remedies available at law or in equity.
22. Attorneys'- Fees
----------------
In any legal action (including appellate proceedings) filed with respect to
this Lease, the prevailing party shall receive reimbursement from the other
party of its costs and expenses (including reasonable attorneys' fees
awarded by a court of competent jurisdiction).
23. Assignment and Subletting
-------------------------
Tenant shall not assign this Lease or encumber or sublet the Premises
without Landlord's prior written consent.
24. Subordination
-------------
Tenant's right, title, and interest in the Premises shall be subject and
subordinate to any present or future lease of the entire Building or to the
lien of any mortgage now or hereafter encumbering the Premises, the
Building, or the Real Property. Although no further act by Tenant is
necessary to effectuate Tenant's subordination, Tenant shall, upon
Landlord's request, execute acknowledge, and deliver to Landlord all
documents Landlord may reasonably require confirming Tenant's subordination
of its interest in the Premises, the Building, or the Real Property.
25. Tenant Estoppel Certificate
---------------------------
Tenant shall, upon Landlord's request, execute, acknowledge, and deliver to
Landlord, a written statement certifying that this Lease is in full force
and effect, that it is unmodified (or specifying the modifications),
specifying the date through which all periodic payments required under this
Lease have been paid, and specifying and defaults of this Lease known to the
Tenant.
8
<PAGE>
26. Hold Over
---------
If Tenant holds over after the expiration of this Lease, Landlord shall be
entitled to collect rent at a rate equal to twice the Base Rent or Adjusted
Rent in effect on the Expiration Date.
27. Quiet Enjoyment
---------------
Landlord covenants that, if Tenant pays all sums required under this Lease
and performs all the terms, covenants, and conditions required of Tenant
under this Lease, Tenant may peaceably and quietly have, hold, and enjoy the
Premises during the Term, subject to:
(a) the claims of all persons arising other than by, through, or
under Landlord,
(b) the rights of all existing and future ground lessees or lessees of
the entire Building, and
(c) all existing and future lenders holding mortgages encumbering the
Premises, the Building, or the Real Property.
28. Notices
-------
All notices given in connection with this Lease shall be in writing, and
shall be considered delivered when mailed by United States certified mail,
return receipt requested, postage prepaid, if to Landlord, at the address
set forth in the preamble of this Lease and if to Tenant, at the Premises.
Either Landlord or Tenant may change the address for notices by giving
proper notice of the new address to the other party.
29. Benefits and Burdens
--------------------
The provisions of this Lease bind, and are for the benefit of the Landlord,
the Tenant, and their respective successors and assigns.
30. Broker's Fees
-------------
Tenant warrants to Landlord that no broker other than the one set forth on
Line 7 of the Terms Sheet was a procuring cause of this Lease. Tenant shall
indemnify, defend, and hold Landlord harmless from all claims, losses,
suits, damages, costs, and expenses (including attorneys' fees) that
Landlord may suffer in connection with an assertion by a broker or other
finding agent (other than the broker specified on Line 7 of the Terms Sheet)
that he or she assisted or otherwise dealt with Tenant with respect to the
negotiation or execution of this Lease.
9
<PAGE>
31. Mechanics Liens
---------------
Tenant is not required or obliged under this Lease to make alterations or
improvements to the Premises, and nothing in this Lease shall be construed
as a consent by Landlord to subject Landlord's reversionary interest in the
Premises to liability under the Florida Mechanics' Lien Law. If, as a result
of the installation of any improvements by Tenant on the Premises, or
Tenant's maintenance and repair of the Premises, a claim of lien is filed
against the Premises, the Building or the Real Property, within ten (10)
days after it is filed, Tenant shall either satisfy the claim of lien or
transfer it to a bond as permitted by Chapter 713 of the Florida Statutes.
If Tenant fails to do so within the ten (10) day period, Landlord may
transfer the lien to a bond as permitted by Chapter 713 of the Florida
Statutes, and Tenant shall reimburse Landlord for all Landlord's costs and
expenses (including reasonable attorneys fees) incurred in connection
therewith.
32. Unavailability of Premises
--------------------------
If the Premises shall not be available for occupancy by Tenant on the
specific date hereinbefore designated for the Commencement Date, then this
Lease shall not be affected thereby but, in such case, said specific
Commencement Date shall be deemed to be postponed until the date when the
Premises shall be available for occupancy by Tenant and Tenant shall not be
entitled to possession of the Premises until the same are available for
occupancy by Tenant. Furthermore, Tenant shall have no claim against
Landlord, and Landlord shall have no liability to Tenant by reason of any
such postponement of said specific date and the parties hereto further agree
that any failure to have the Premises available for occupancy by Tenant on
said specific date shall in no way affect the obligations of Tenant
hereunder nor shall the same be construed to extend the Term of this Lease.
33. Operating Expenses
------------------
For the purpose of this paragraph, "Operating Expenses" means certain costs
and expenses actually paid by Landlord in connection with the maintenance,
operation and repair of the Premises, the Building, and the parking facility
serving the Building including but not limited to the following: real estate
taxes and assessments for the Real Property, all insurance premiums, the
cost of electricity, sanitary sewer, potable water, storm sewer and natural
gas services, janitorial service, trash removal, recycling, security
services, management fee, window washing, and other costs and expenses.
Tenant shall pay monthly to Landlord Tenant's Proportionate Share of the
Operating Expenses, to the extent that Tenant's share is in excess of the
1999 Base Year Expenses.
10
<PAGE>
On or about January 1 of each year during the Term, Landlord shall provide
Tenant with a written estimate of Tenant's Proportionate Share of the
Operating Expenses that Landlord estimates will be incurred in the
forthcoming calendar year. Concurrently with the monthly payment of Base
Rent and in addition thereto, without setoff, further notice or demand,
Tenant shall pay Landlord the monthly installment of Tenant's Proportionate
Share of estimated Operating Expense for that calendar year.
If Landlord does not provide Tenant with the estimate of Tenant's
Proportionate Share of Operating Expenses for the forthcoming year on or
before January 1 of the year, Tenant shall continue to pay its estimated
Proportionate Share of Operating Expenses at the rate established for the
immediately preceding calendar year. When Landlord provides Tenant with the
estimated Operated Expenses for the current calendar year, Landlord shall
also provide Tenant a statement of any adjustments to be made as a result of
the late estimate, which adjustments shall be paid with or credited against
(as the case may be) the next due monthly installments of Tenant's estimated
Proportionate Share of Operating Expenses.
As soon as is practicable after January 1 of each calendar year during the
Term, Landlord shall calculate the actual Operating Expenses for the
preceding calendar year. if Tenant's Proportionate Share of actual Operating
Expenses for the preceding calendar year is greater than the estimated
Operating Expenses paid by Tenant for that calendar year, Landlord shall
notify Tenant of the amount of the deficiency. Upon such notice, Tenant
shall, within 10 days thereafter, pay Landlord the deficiency. If Tenant's
Proportionate Share of actual Operating Expenses for the preceding calendar
year is less than the estimated Operating Expenses paid by Tenant for that
calendar year, Landlord shall credit the excess against the next due
installments of Tenant's Proportionate Share of estimated Operating
Expenses.
34. All Payments Constitute Rent
----------------------------
All payments required of Tenant under this Lease constitute "rent" and are
due without setoff or deduction in legal United States tender, at the times
and at the addresses specified in this Lease, or so otherwise specified from
time to time by Landlord, together with all sales taxes or similar taxes
imposed by the State of Florida upon or with respect to rent.
35. Entire Agreement
----------------
This Lease and the attached exhibits, addendums, and riders (if any)
constitute the entire agreement between the parties. No subsequent
alteration, amendment, or addition to this Lease will bind the Landlord or
the Tenant unless it is in writing and signed by the party to be bound.
36. Counterparts
------------
This Lease may be executed in two or more identical counterparts, each of
which shall be treated as an original.
11
<PAGE>
"RADON GAS: 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 of radon that
exceed federal and state guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may be obtained
from your county public health unit."
12
<PAGE>
EXHIBIT "C"
-----------
RULES AND REGULATIONS
---------------------
1. Lessee will refer all contractors, contractors' representatives and
Installation technicians rendering any service for Lessee, to Lessor for
Lessors's supervision and approval before performance of any such
contractual services. This shall apply to all work performed in the
building including, but not limited to, installation of telephones,
telegraph equipment, electrical devices and attachments, and installations
of any and every nature affecting floors, walls, woodwork, trim, windows,
ceilings, equipment or any other physical portion of the building. None
of this work will be done by Lessee without Lessor's written approval
first had and obtained.
2. The work of the janitor or cleaning personnel shall not be hindered by
Lessee after 5:30 p.m., and such work may be done at any time when the
offices are vacant. The windows, doors, and fixtures may be cleaned at
anytime. Lessee shall provide adequate waste and rubbish receptacles,
cabinets, book cases, map cases, etc., necessary to prevent unreasonable
hardship to Lessor in discharging its obligation regarding cleaning
service.
3. Movement in or out of the building of furniture or office equipment, or
dispatch or receipt by Lessee of any merchandise which requires the use of
elevators or stairways, or movement through life building entrances or
lobby shall be restricted to the hours designated by Lessor from time to
time. All such movement shall be as directed by Lessor and in a manner to
be agreed upon between Lessee and Lessor by prearrangement before
performance. Such prearrangement initiated by Lessee shall include"
determination by Lessor, and subject to its decision and control of time,
method, and routing of movement, limitations imposed by safety or other
concerns which may prohibit any article, equipment or any other item from
being brought into the building.. Lessee expressly assumes all risk of
damage to any and all articles so moved, as well as injury to any person
or persons or to the public engaged or not engaged in such movement,
including equipment, property, and personnel of Lessor if damaged or
injured as a result of any acts in connection with carrying out this
service for Lessee from the time of entering property to completion of the
work; and Lessor shall riot be liable for the act or acts of any person or
persons so engaged in, or any damage or loss to any property of persons
resulting directly or indirectly from any act in connection with such
service performed by or for Lessee.
4. No sign or signs will be allowed in any form on the exterior of the
building or on any window or windows inside or outside or the building and
no sign or signs, except in uniform location and uniform style fixed by
lessor, will be permitted in the public corridors or on corridor doors or
entrance to Lessee's space. All signs will be contracted for by Lessor or
Lessee at the rate fixed by Lessor from time to time, and Lessee will be
billed and pay for such service accordingly. Written consent from Lessor
is an absolute prerequisite for any such sign or signs any Lessee may be
so permitted to use.
Page 1
<PAGE>
5. Nothing shall be placed on the outside of the building or on the windows,
window sills or projections.
6. Lessee shall not place, install or operate on the demised premises or in
any part of the building, any engine, stove, or machinery, or conduct
mechanical operations or cook thereon or therein, or place, use in, or
about the demised premises any explosives, gasoline, kerosine, oil, acids,
caustics, or any other inflammable, explosive or hazardous material
without the written consent of Lessor first had and obtained.
7. Lessor will not be responsible for any lost or stolen personal property,
equipment, money or jewelry from the leased premises, the building or the
parking area regardless of whether such loss occurs when the area is
locked against entry or not. area is locked against entry or not.
8. No birds, animals, bicycles or vehicle shall be brought into or kept in
or about the building.
9. Lessor may permit entrance to Lessee's offices by use of pass keys
controlled by Lessor or employees, contractors. or service personnel,
supervised or employed by Lessor.
10. None of the entries, passages, doors, elevators, elevator doors, hallways,
or stairways shall be blocked or obstructed, or any rubbish, litter,
trash, or material of any nature placed, emptied or thrown into these
areas, nor shall such areas be used at any time except for access or
egress by Lessee, Lessee's agents, employees or invitees.
ii. Lessor shall have the right to determine and prescribe the weight and
proper position of any unusually heavy equipment including safes, large
files, etc., that are to be placed in the building, and only those which
in the opinion of Lessor will not do damage to the floors, structure or
elevators may be moved into said building. Any damage occasioned in
connection with the moving or installing of such aforementioned articles
in the building, or the existence of same in the building shall be paid
for by Lessee.
12. No additional locks shall be placed on any door or changes be made to
existing locks in Building without proper written consent of Lessor.
Lessor will furnish two keys to each lock on doors in the Leased Premises
and Lessor, upon the request of Lessee, shall provide additional duplicate
keys at Lessee's expense. Lessor may at all times keep a pass key to the
Leased Premises. All keys shall be returned to Lessor promptly upon
termination of this Lease.
13. Lessee, its officers, agents, servants, and employees shall, before
leaving Leased Premises unattended, close and lock all doors and shut off
all utilities; damage resulting from failure to do so shall be paid by
Lessee.
14. Lessee, its employees, agents or invitees shall not use Leased Premises
for lodging, sleeping or cooking of food without the prior written consent
of Lessor.
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<PAGE>
15. The plumbing/bathroom facilities shall not be used for all other purpose
than that for which they are constructed, and no foreign substance of any
kind shall be thrown therein, and the expense of any breakage, stoppage,
or damage resulting from a violation of this provision shall be borne by
Lessee, who shall, or whose officers, employees, agents, servants,
patrons, customers, licensees, visitors or invitees shall have caused it.
16. Canvassing, soliciting and peddling in the building or parking facilities
is prohibited and each Lessee shall cooperate to prevent the same. In this
respect, Lessee shall promptly report such activities to the Building
Manager's office.
THE ABOVE RULES, HEREBY ACCEPTED BY LESSEE, ARE PRESCRIBED BY LESSON TO ENABLE
LESSON TO MAINTAIN HIGH STANDARDS OF ENVIRONMENT, COMFORT AND CONVENIENCE FOR
ITS LESSEES. IT WILL BE APPRECIATED IF ANY UNDESIRABLE CONDITIONS ON LACK OF
COURTESY OR ATTENTION BY ITS EMPLOYEES OR CONTRACTORS IS REPORTED DIRECTLY TO
LESSON.
Page 3
<PAGE>
Consent to Sublease
Marbrad, Inc. having an office c/o Streamline Properties, Inc., 1125
Washington Avenue, Miami Beach, Florida 33139 ("Landlord"), hereby consents to
the subletting by Auction Finance Group, Inc. having an office located at 1680
Michigan Avenue, Suite 701, Miami Beach, Florida 33139 ("Tenant) to Regenesis
Holdings, Inc. having an office located at 930 Washington Avenue, 4th Floor,
Miami Beach, Florida 33139 ("Subtenant7) the entire fourth (4th) floor of the
building known as .930 Washington Avenue, Miami Beach, Florida 33139 for a term
beginning August 1, 1999 and ending May 31, 2002, which premises are now leased
and demised by the L2ndiord to the Tenant by that certain lease dated March 17,
1992 between Marbrad, Inc., as landlord, and Auction Finance Group, Inc., as
tenant, (said lease as the same may have been and may hereafter be amended by
any indentures or agreements supplemental thereto, is herein called 'the
Lease"), such consent being subject to and upon the following terms and
conditions, to each of which the Tenant and the Subtenant expressly agree:
1. Nothing herein contained shall be construed to modify, waive, impair or
affect any of the covenants, agreements, terms, provisions or conditions
contained in the Lease (except as may be herein expressly provided), or waive
any breach of the Tenant in the due keeping, observance or performance thereof.
2. The Tenant shall be and remain liable 2nd responsible for the due
keeping, performance and observance throughout the term of the Lease, of all of
the covenants, agreements, terms, provisions and conditions therein set forth on
the part of the Tenant to be kept. performed and observed and for the payment of
the fixed rent, additional rent and all other sums now and/or hereafter becoming
payable thereunder, expressly including as such additional rent, any and all
charges for any property, material, labor, utility or other services furnished
or rendered by the Landlord in or in connection with the premises demised by the
Lease, whether for, or at the request of, the Tenant or the Subtenant,
3. The sublease to cover the space to be sublet by the Tenant to the
Subtenant shall be subject and subordinate at all times to the Lease, and to all
of the covenants, agreements, terms, provisions and conditions of the Lease and
of this Consent, and the Subtenant shall not do, permit or suffer anything to be
done in, or in connection with the Subtenant's use or occupancy of, the portion
of the premises so sublet which would violate any of said covenants, agreement,
terms, provisions and conditions.
4. This Consent shall not be construed as a consent by the Landlord
permitting, any other or further subletting by either the Tenant or the
Subtenant or any assignment of the aforesaid sublease.
<PAGE>
STREAMLINE PROPER
5. The portion of the premises so sublet shall (subject to all of the
covenants, agreements, terms, provisions and conditions of the Lease) be used
solely for executive offices.
6. Upon the expiration or any earlier termination of the term of the Lease
with respect to the portion of the premises so sublet or in case of the
surrender of the Lease by the Tenant to the Landlord, the aforesaid sublease and
the term and estate thereby granted shall terminate as of the effective date of
such expiration, termination or surrender, and the Subtenant shall vacate such
portion of the premises on such date.
7. A true and complete copy of the aforesaid sublease and a true and
complete copy of each amendment thereto shall be delivered to the Landlord
within 10 days after the execution and delivery thereof by the parties thereto:
it being understood that the Landlord shall not be deemed to be a party to said
sublease or any such amendment nor bound by any of the covenants, agreements,
terms, provisions or conditions thereof and that neither the execution and
delivery of this Consent nor the receipt by the Landlord of a copy of said
sublease or of a copy of any such amendment shall be deemed to change any
provision of this Consent or to be a consent to, or any approval by the
Landlord of, any covenant, agreement, term, provisions or condition contained
in said sublease or any such amendment.
In Witness Whereof, the Landlord has caused this Consent to Sublease to be
executed as of August 1, 1999.
Marbrad, Inc.
By: /s/ Brad Krassner
--------------------------
Brad Krassner, President
<PAGE>
EXHIBIT A - TERMS SHEET
This Terms Sheet is attached to and is a part of that certain sublease between
Auction Finance Group, Inc., ('Sublandlord") and the subtenant described below.
1. Subtenant: Regenesis Holdings, Inc.
1555 North Park Drive, Suite 103
Weston, Florida 33326
2. Subleased Premises: 930 Washington Avenue
Miami Beach, Florida 33139
The entire fourth (4th) floor
3. Term: Commencement Date: August 1, 1999
Expiration Date: May 31, 2002
4. Base Rent: 08/01/99 - 05/31/00 $4,1 00/month plus sales tax
06/01/00 - 05/31/01 $4,300/month plus sales tax
06/01/01 - 05/31/02 $4,500/month plus sales tax
5. Security Deposit: Eight Thousand Seven Hundred Thirty Three
($8,733) Dollars
6. Assigned Parking: Seven (7) spaces. Spaces 1 0 and 1 1 in the main
parking lot. Spaces 18-22 in annex parking lot at
91 0 Pennsylvania Ave.
7. Broker: Streamline Properties, Inc.
8. Sublandiord's Work: None.
Except as specifically provided herein, Subtenant agrees to accept the
Subleased Premises in 'as is" condition.
9. Upon execution of this Sublease, Subtenant is paying to Sublandlord
Thirteen Thousand Ninety Nine and 50/100 ($13,099.50) Dollars representing
the security deposit plus the first month's rent, including sales tax.
10. Section 33 of the Lease is hereby deemed deleted in its entirety.
<PAGE>
11. This is a sublease and is conditioned upon the consent of Marbrad, Inc.
the Overlandlord being obtained within ten (10) days and Marbrad
acknowledging in writing that the lease between Marbrad and Auction
Finance Group, Inc. dated March 17, 1992 is in full force and effect and
that no default exists by the tenant thereunder. Subtenant acknowledges
that the services to be rendered to the Subleased Premises are to be
rendered by Marbrad. Anything in this Sublease to the contrary
notwithstanding, if there exists a breach by Sublandlord of any of its
obligations under this Sublease, and concurrently, a corresponding beach
by Marbrad of its obligations under the Overlease exists, then and in such
event, Subtenant's sole remedy against Sublandlord shall be the right
to, pursue a claim in the name of Sublandlord against Marbrad, Inc. and
Sublandlord agrees that it will, at Subtenants expense, cooperate with
Subtenant in the pursuit of such claim.
In, Witness Whereof, the parties have executed this Sublease on 20 day of
July, 1999.
Sublandlord Subtenant
Auction Finance Group, Inc. Regenesis Holdings, Inc.
By: /s/ Helen Porter /s/ Mitchell Sandler
------------------------- --------------------------------
Helen Porter, President Mitchell Sandler
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF REGENESIS HOLDINGS, INC. FOR THE THREE MONTHS
ENDED MARCH 31, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 500
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9944
<PP&E> 9855
<DEPRECIATION> 1095
<TOTAL-ASSETS> 26299
<CURRENT-LIABILITIES> 170750
<BONDS> 0
0
0
<COMMON> 7623
<OTHER-SE> (152074)
<TOTAL-LIABILITY-AND-EQUITY> 26299
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 147996
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (147996)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (147996)
<EPS-BASIC> (.19)
<EPS-DILUTED> (.19)
</TABLE>
