EXHIBIT 10.3
ADDENDUM TO LEASE
In confirmation of a verbal agreement reached between ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, General Partner of T&L A Partnership (hereinafter referred to as
Landlord) and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, an officer of Advanced Biosensor (hereinafter
referred to as Tenant) on 20 April 2004, the Landlord and Tenant mutually agree
to amend the original Lease Agreement by extending the term of the Lease for one
year. The current expiration date of 30 October 2004 is hereby amended by this
Addendum to a new expiration date of 31 October 2005.
In consideration of this extension, ▇▇▇▇▇▇ agrees that all of
the terms and conditions of the current Lease Agreement will remain in effect
during the extension period, with the exception of the monthly rental which
increases from $5,000 monthly to $5,900 monthly beginning with the November 2004
rental payment and continuing until expiration of this extension. Please sign
and return one of the copies. Thanks.
/s/ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Witness ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date
Advanced Biosensor
/s/ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Witness ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Date
General Partner
T&L A Partnership
T&L A PARTNERSHIP
State of South Carolina
County of Richland
LEASE AGREEMENT
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This Agreement, made this 18th day of October, 2001 by and between T&L
A Partnership of South Carolina, hereinafter referred to as Landlord, and
Advanced Biosensor, Inc., hereinafter referred to as Tenant.
WITNESSETH
That Landlord, for and in consideration of the rents, covenants and
agreements herein contained to be paid and agreed to be performed by ▇▇▇▇▇▇,
does hereby warrant and lease to Tenant the following described property.
PREMISES. All of that office space containing approximately 10,080 square
feet as measured from the window surface of the outer building walls in the
County of Richland, State of South Carolina, and hereinafter referred to as
the "Leased Premises" located at ▇▇. ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
TERM. The term of this Lease shall be for a period of three (3) years,
commencing on the 1st day of November, 2001 and expiring on the last day of
October, 2004.
RENTAL. Tenant shall pay to Landlord promptly on the first day of each
month in advance during the term of this Lease a monthly rental which shall
be payable to T&L A Partnership (See Addendum "A"). In the event Tenant
shall fail to pay any rental on the due date or within ten (10) days
thereafter, late charges of six (6) percent of the monthly rental shall be
added to the rental for each such late payment, and the same be treated as
additional rent.
NOTICES. Until otherwise notified in writing by ▇▇▇▇▇▇▇▇, Tenant shall make
payment of rental and give notices to Landlord at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, attention of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Partner.
Landlord shall give notices and other communications to Tenant by mailing
same to:
Advance Biosensor, Inc.
▇▇. ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
SECURITY DEPOSIT. The Security Deposit of $6,720.00 not on deposit with the
Landlord will be retained as security during the term of this Lease for the
faithful performance and observance of Tenant of the terms of this Lease.
In the event Tenant defaults with respect to any of the terms of this Lease
including, but not limited to, the payment of rent, Landlord may use the
whole or any part of the deposit to the extent required, but Tenant shall
remain liable for any additional amounts due. If Tenant shall comply fully
with all of the terms of this Lease, the security deposit shall be returned
to
Tenant upon the expiration of the lease term. In the event of the sale or
lease of the property of which the leased premises are a part, Landlord
shall have the right to transfer the unused security deposit to the new
purchaser or lessee who shall be responsible to the Tenant for the security
deposit and Landlord shall be released from all liability for its return.
USE. The premises shall be used for the normal operating practices of
Tenant's business, but shall not be used for any illegal purpose, nor in
any way that would increase the rate of insurance or invalidate the
insurance coverage on the premises, nor in any manner interfere with or
infringe upon the rights of Landlord. Tenant shall at all times abide by
the Rules and Regulations which are attached to and hereby expressly made a
part of this Lease.
1. IMPROVEMENTS. ▇▇▇▇▇▇▇▇ agrees to allow ▇▇▇▇▇▇ to make changes to
interior floor plan of building with prior notification in writing as
to extent and type of modification. ▇▇▇▇▇▇ agrees to return building
and interior to original configuration or negotiated monetary
settlement for reconfiguration if deemed necessary by Landlord, prior
to release of responsibilities of this Lease. All additions,
alterations, and improvement allowed by Landlord shall be deemed to be
the property of the Landlord and shall not be removed by Tenant
without Landlord's consent. All additions, alterations, and
improvements to grounds and building shall be done at Tenant's
expense.
2. QUIET POSSESSION. Landlord warrants that is seized with good and
sufficient title to the entire premises, and further covenants that if
Tenant shall discharge the obligations herein set forth to be
performed by ▇▇▇▇▇▇, the Tenant shall have and enjoy the quiet and
undisturbed possession of the leased premises without hindrance or
interference from Landlord or any other person lawfully claiming by,
through or under Landlord.
3. SERVICES. Tenant shall provide at his own expense a HVAC service
contract for all maintenance and repair of heating/cooling units.
Tenant is responsible for all maintenance and repair of the interior
and exterior of the building and grounds, with the exception of the
roof and structural damage which shall remain the Landlord's
responsibility. (See Addendum "A").
4. PROPERTY TAXES, INSURANCE AND OPERATING EXPENSES. ▇▇▇▇▇▇▇▇ agrees to
pay property taxes within fifteen (15) days or on before January 15 of
each year of lease term. Tenant shall obtain property insurance in at
least the same coverage as Landlord provided prior to lease, naming
T&L as additional insured, and maintaining such coverage for the term
of this Lease or extension.
5. DAMAGE TO PREMISES. If the leased premises are damaged or destroyed by
fire or other casualty, Landlord shall begin repair or restoration of
the leased premises within sixty (60) days after the date full
insurance is paid to Landlord and if not begun within this time period
the Tenant shall have the option of terminating this Lease; provided,
however, that if the said damage shall occur
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within six (6) months of the expiration date of this Lease, Landlord
shall have the right within fifteen (15) days to elect to terminate
this Lease; and provided, further, that should the building in which
the leased premises are located be damaged by fire or other casualty
to such an extent that Landlord determines to discontinue the leasing
of office space in the building, then Landlord shall have the right
within fifteen (15) days to elect to terminate this Lease. If the
damage or destruction to the leased premises was caused without fault
of Tenant, the rental required by this Lease shall ▇▇▇▇▇
proportionately to the extent that the premises are untenable by
Tenant. In the event of the termination of this Lease, the term hereby
granted shall cease, rent shall be apportioned and paid to the date of
such damage, and Tenant shall not be liable for any further rent after
such termination. All furniture, trade fixtures, files and other
property of Tenant located at the leased premises shall be at the sole
risk of Tenant, and Landlord shall not in any way be liable for damage
to such property of Tenant.
Except as may be otherwise be provided in this Lease, Landlord and
Tenant mutually agree that in the event of loss or damage to the
entire premises, the leased premises and/or any contents, each party
shall look first to any insurance in its favor before making any claim
against the other party, and to the extent possible without additional
cost, each part shall obtain for each policy of such insurance
provisions permitting waiver of any claim against the other party for
loss or damage within the scope of its insurance, and each party to
such extent permitted for itself and its insurers waives all such
insured claims against the other party.
6. MAINTENANCE AND REPAIRS. Tenant shall keep the leased premises in good
care during the term of this Lease and shall surrender same with keys
thereto at the end of the lease term in good and clean condition,
reasonable wear and tear and damage by fire or other casualty
excepted.
7. RIGHT OF ENTRY. Landlord shall have the right to enter the leased
premises at reasonable hours to examine the same, or to install
plumbing, electrical, telephone or mechanical lines, or to make such
repairs, additions or alterations as it shall deem necessary, or to
exhibit the same to prospective purchasers, or to exhibit the premises
beginning ninety (90) days prior to the expiration of the lease term
to prospectives.
8. ASSIGNMENTS. ▇▇▇▇▇▇▇▇ agrees that Tenant can assign or sublet in whole
or in part any portion of the premises. Any assignee or sublessee must
agree to abide by all of the terms of this Lease, and Tenant shall not
be relieved from any of its obligations assumed under this Lease.
9. SUBORDINATION. Tenant agrees that its rights under this Lease shall at
all times by subordinated to the lien or any and all mortgages, ground
or underlying leases, or to the lien resulting from any other method
of financing or financing now or hereafter in force against the land
and/or building of which the leased premises are a part provided that
the mortgagee or other lienholder shall agree
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that so long as the Tenant is not in default under the terms hereof,
▇▇▇▇▇▇'s rights under said Lease shall not be disturbed and that if on
account of foreclosure or sale pursuant to the terms of any such
security instruction the new owner will attorn to the Tenant and
complete the Landlord's obligations under this Lease provided the
Tenant is not then and does not thereafter default under the terms
hereof. ▇▇▇▇▇▇ agrees to execute any documents which may be required
to effectuate the subordination.
10. CONDEMNATION. If any time during the term of this Lease the entire
property or any such substantial part as may render it unsuitable for
its current use is taken for a public or quasi-public use under
statute or any right of eminent domain, then in such event, when title
vests in the condemning authority, the term of this Lease shall
immediately cease and the Lease shall terminate. Tenant shall have no
claim against the award made to Landlord for such taking or against
Landlord for the value of any unexpected term of this Lease.
11. HOLD HARMLESS. ▇▇▇▇▇▇ agrees to indemnify and save Landlord harmless
against any and all claims, demands, damages, cost and expenses,
including reasonable attorney's fees for the defense thereof existing
from the conduct of the management of the business operated by Tenant
to the leased premises or from any breach or default on the part of
Tenant of any covenant or provision of this Lease or from any act of
Tenant, its employees or agents, and ▇▇▇▇▇▇ agrees to defend any such
action or proceeding by counsel reasonably satisfactory to Landlord.
Landlord shall not be responsible for the carelessness or negligence
of other tenants. ▇▇▇▇▇▇▇▇ agrees to hold Tenant harmless for injury
to any person by virtue of any structural or other defect in the
building occupied by ▇▇▇▇▇▇.
12. DEFAULT. If Tenant shall fail to pay the base rent or any additional
rent as provided within this Lease or shall fail to perform any of the
covenants and agreements required under this Lease, or if Tenant shall
vacate or abandon the leased premises prior to the expiration of the
term of this Lease or suffer the lease to be taken under any writ of
execution, or if a petition to bankruptcy, insolvency or for
reorganization is filed by or against Tenant, or if Tenant shall make
an assignment for the benefit of creditors, then in any of such
events, Landlord may deem Tenant to be in default under this Lease and
if such default is not remedied to Landlord's satisfaction within
fifteen (15) days after written notice of such default is delivered to
Tenant, Landlord may at its option terminate this Lease and all rents
then due and which would become due during the remainder of the term,
together with such special damages that Landlord may suffer, shall
immediately become due and payable. Landlord shall also have the right
of re-entry and repossession of the leased premises and may expel
Tenant and remove all property therefrom with the right to sell same
and apply the proceeds against any amounts due under this Lease.
Landlord may at its option without terminating this Lease have full
right of entry and may make such reasonable alterations and repairs as
may be needed in order to relet the leased premises or any part
thereof upon such rental, terms and conditions as it deems advisable,
and Tenant shall remain liable to Landlord for any deficiency between
the rent reserved hereunder
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for the remainder of the term and the rental, if any, obtained by
Landlord in reletting. The failure of Landlord to relet the premises
shall not in any way release or reduce Tenant's liability.
13. ATTORNEY'S FEES. If Tenant defaults in the performance of any of the
covenants of this Lease and by reason thereof Landlord employs the
services of an attorney to enforce performance by ▇▇▇▇▇▇, to evict
Tenant, to collect monies due by ▇▇▇▇▇▇, or to perform any service
based upon said default, then the Tenant shall pay a reasonable
attorney's fee and all reasonable expenses and costs incurred by
Landlord pertaining thereto.
14. NON-WAIVER. The failure of Landlord or Tenant to insist upon strict
performance of any of the terms, conditions and covenants herein shall
not be deemed to be a waiver of any rights or remedies that Landlord
or Tenant may have, and shall not be deemed a waiver of any subsequent
breach or default in the term, conditions and covenants herein
contained except as may expressly be waived in writing.
15. HOLDING OVER. In the event Tenant shall continue to remain in and
occupy the premises with the consent of Landlord after the expiration
of the term of this Lease, such holding over shall not be deemed in
any way to be a renewal or extension of the term of this Lease, but
shall constitute a tenancy from month to month only, subject to all
the covenants and conditions of this Lease, other than those relating
to the term hereof, for which tenancy Tenant agrees to pay Landlord a
mutually agreed upon month-by-month rental.
16. NON-EASEMENT. It is understood and agreed that this Lease does not
grant any rights to light and air over property adjoining the land on
which the leased premises are situated.
17. GENERAL.
A. This Agreement shall be governed by and construed according to
the laws of the State of South Carolina.
B. The captions and titles appearing within this Lease are for
reference only and shall not be considered a part of this Lease
or in any way to modify, amend or affect the provisions thereof.
C. The proper grammatical changes shall be understood and shall
apply where necessary to designate the plural rather than the
singular and the masculine or feminine gender.
D. This Lease may be recorded by either party. The cost of South
Carolina Documentary Stamp Taxes due shall be paid by the Tenant.
E. This Lease dated October 18, 2001 sets forth all of the
covenants, premises, agreements, conditions and understandings
between Landlord
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and ▇▇▇▇▇▇, concerning the leased premises. No subsequent
alteration or amendment shall be binding upon Landlord or Tenant
unless reduced to writing and signed by each party.
F. Landlord does not in any way or for any purpose become a partner
of Tenant in the conduct of its business, or otherwise, or a
joint venturer or a member of a joint enterprise with Tenant.
G. The conditions, covenants and agreements contained in this Lease
shall be binding upon and inure to the benefit of the parties
hereto and their respective successors, heirs, executors,
administrators and assigns. No rights, however, shall inure to
the benefit of any assignee of Tenant unless the assignment to
such assignee has been made in accordance with the provisions set
out in this Lease.
WITNESS LANDLORD: (T&L A PARTNERSHIP)
/s/ By:
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Title: General Partner
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WITNESS TENANT: (ADVANCED BIOSENSOR)
/s/ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Chief Executive Officer
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