EXHIBIT 10.3A
LEASE FOR OFFICE IN MIAMI
10-3A-1
SUBLEASE
This Sublease dated as of October 15th, 1999, is made by and between ▇▇▇▇▇ &
Nephew, Inc., a Delaware corporation ("Sublessor"), and ▇▇▇▇ ▇▇▇▇, Ltd, a
______________ corporation ("Sublessee").
PRELIMINARY STATEMENTS
▇. ▇▇▇▇▇ & Nephew Endoscopy, Inc. (now ▇▇▇▇▇ & Nephew, Inc.) entered into a
certain Office Lease Agreement with WRC Properties, Inc. ("Lease") with
respect to a certaintion of premises located at 6161 Waterford, located at
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Premises"). A copy of the
Lease is attached hereto as Exhibit "A" and made a part hereof.
B. Sublease wishes to sublet Premises from Sublessor on the terms and conditions
contained herein.
NOW THEREFORE, in consideration of the foregoing and the covenants contained
herein, the parties agree as follows:
AGREEMENTS
1. Application of Terms of Lease: Except as provided below, the terms,
conditions and respective rights and obligations of Sublessor and
Sublessee to each other under this Sublease shall be the terms and
conditions of the Lease, except for those provisions of the Lease which
are directly contradicted by this Sublease, in which event the terms of
this Sublease shall control over the Lease. Therefore, for the purposes of
this Sublease, except for the obligations of Landlord under the Lease,
wherever in the Lease the word "Landlord" is used it shall be deemed to
mean the Sublessor herein and wherever in the Lease the word "Tenant" is
used it shall be deemed to mean the Sublessee herein. The obligations of
Landlord under the Lease shall remain the obligations of Landlord.
2. Assumption of Obligations: During the term of this Sublease and for all
periods subsequent for obligations which have arisen prior to the
termination of this Sublease, Sublessee does hereby expressly assume and
agree to perform and comply with, for the benefit of Sublessor and
Landlord, each and every obligation of Sublessor under the Lease except
for the following paragraphs which are excluded therefrom: Lease
Paragraphs 1.3; 1.5(I); 1.6; 1.7; 3.3; 33; 39.7; 39.8; 39.16; and
39.17. The obligations that Sublessee has assumed under Section 2 hereof
are hereinafter sometimes referred to as the "Sublessee's Assumed
Obligations".
3. Premises: Sublessor hereby subleases to Sublessee and Sublessee hereby
subleases from Sublessor for the term, at the rental, and upon all of the
conditions set forth herein, the Premises.
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4. Term:
4.1 Term: The term of this Sublesse shall commence on October 15, 1999
("Commencement Date") and end on February 14, 2001 ("Termination Date").
Whenever the context requires, where the term "Commencement date" is used
in the Lease for purposes of calculating a period of time, such term shall
have the meaning ascribed in the Lease, rather than this Sublease.
Sublesses shall have no right to extend or renew the term of this Sublease
or the Lease.
4.2 Delay in Commencement: If for any reason Sublessor cannot deliver
possession of the Premises to Sublessee on the Commencement Date,
Sublessor shall not be subject to any liability therefor, nor shall such
failure affect the validity of this Sublease or the obligations of
Sublessee hereunder or extend the term hereof, but in such case Sublessee
shall not be obligated to pay any rent until possession of the Premises is
tendered to Sublessee; provided, however, that if Sublessor shall not have
delivered possession of the Premises within thirty (30) days after the
Commencement Date, Sublessee may, at Sublessee's option, by notice in
writing to Sublessor within ten (10) days thereafter, cancel this
Sublease, in which event the parties shall be discharged from all
obligations hereunder.
5. Rent: Sublessee shall pay to Sublessor, as "Base Rental" for the Premises,
without off-set or deduction, the amount of Five Thousand Four Hundred
Eighty-Eight 33/100 Dollars ($5,488.33) per month, plus applicable sales
tax.
6. Security Deposit: Sublessee shall deposit with Sublessor upon Sublessee's
execution hereof the sum of Sixteen Thousand Four Hundred Sixty-Four
99/100 Dollars ($16,464.99) ("Security Deposit"), plus applicable sales
tax as security for Sublessee's faithful performance of Sublessee's
obligations hereunder. If Sublessee fails to pay Base Rental or other
charges due hereunder, or otherwise defaults with respect to any provision
of this Sublease, Sublessor may use, apply or retain all or
any portion of said Security Deposit for the payment of any rent or other
charge in default or for the payment of any other sum to which Sublessor
may become obligated by reason of Sublessee's default, or to compensate
Sublessor for any loss or damage which Sublessor may suffer thereby. If
Sublessor so uses or applies all or any portion of said Security deposit,
Sublessee shall, within ten (10) days after written demand therefor,
deposit cash with Sublessor in and amount sufficient to restore said
Security deposit to the full amount stated above and Sublessee's failure
to do so shall be a material breach of this Sublease. Sublessor shall not
be required to keep said Security deposit separate from its general
account. If Sublessee performs all of Sublessee's obligations hereunder,
said Security Deposit, or so much thereof as has
not theretofore been applied by Sublessor, shall be returned, without
payment of interest to sublessee at the expiration of the term hereof, and
after Sublessee has vacated the Premises. No trust relationship is created
herein between Sublessor and Sublessee with respect to said Security
deposit.
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7. Condition and Use of Premises: Sublessee has inspected the Premises and
determined that it is suitable for Sublessee's purposes. Neither Sublessor
nor "Broker" (as defined below) makes any representation or warranty as to
the condition of the Premises or the suitability for the conduct of
Sublessee's business.
8. Lease Indemnification and Insurance:
8.1 Subordinate to Lease: This Sublease is and shall be at all times subject
and subordinate to the Lease. Without limitation, Sublessor's obligations
hereunder are conditioned upon the receipt of the Lessor's consent to this
Sublease.
8.2 Indemnification: Sublesses shall indemnify Sublessor and hold Sublessor
and Sublessor's officer, directors, shareholders, agents, representatives,
employees and attorneys free and harmless of and from all liability,
judgements, costs, damages, claims or demands, including attorneys' fees
and court costs actually incurred and including costs of appeal,
settlement or defense as well as the obligation to assume such defense if
so requested, arising out of: Sublessee's failure promptly to comply with
or perform Sublessee's Assumed Obligations; Sublessee's use of the
premises; the conduct of Sublessee's business or from any activity, work
or thing done, permitted or suffered by Sublessee in or about the Premises
or elsewhere; or arising out of any act or omission of Sublessee or
Sublessee's employees, agents, representatives or invitees.
8.3 Insurance: Sublessee shall provide Sublessor with certificates of
insurance naming Sublessor as an additional insured for all insurance
policies Sublessee is required to maintain under the Lease. The
certificates of insurance shall not be cancelable or modified without at
least thirty- (30) day's prior written notice to Sublessor.
9. Broker's Commission: Sublessor and Sublessee each warrant to the other
that neither has had any dealings with any real estate broker or agent in
connection with this Sublease except that Sublessor has been represented
by Codina Realty Services, Inc. ("Broker"). Sublessor shall pay a Broker's
commission to Broker in accordance with the agreement between Sublessor
and Broker, if any. Each party hereto shall defend,
indemnify and hold the other harmless from any claim for any compensation,
commission, fee or other charge by any finder or any other real estate
broker or agent, other than as aforesaid, claiming through the
indemnifying party.
10. Notices: The addresses of Sublessor and Sublessee for purposes of Section
23.1 of the Lease are as follows:
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10.3A-4
Sublessor: ▇▇▇▇▇ & Nephew, Inc.
Endoscopy division
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
With copy to: ▇▇▇▇▇ & Nephew, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Sublessee: Attention:
11. Confidentiality: The provisions of Section 5 of this Sublease are
considered confidential by Sublessor and Sublessee agrees not to disclose
the provisions of Section 5 of this Sublease to any third parties without
the prior written consent of Sublessor.
12. Utilities: Section 11 of the Lease is amended by adding the following
between the words "utilities" and "and" in the first line: "trash disposal
service and security service".
13. Landlord Consent: This Sublease shall not be effective unless and until
the Landlord has approved and consented to this Sublease.
IN WITNESS WHEREOF, the parties hereto have executed this Sublease the day and
year set forth above.
"Sublessor"
▇▇▇▇▇ & NEPHEW, INC.
By: ______________________________
Name: ____________________________
Title: _____________________________
"Sublesse"
▇▇▇▇ ▇▇▇▇, Ltd.
By: ________________________________
Name: ______________________________
Title: _______________________________
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10.3A-5
CONSENT
WRC Properties, Inc., Landlord, hereby consents to the foregoing Sublease.
WRC Properties, Inc.
By: ________________________________
Name: ______________________________
Title: _______________________________
Date: _______________________________
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10.3A-6
NOTE: THIS IS A COPY OF A CHECK FROM ▇▇▇▇ MARU LTD INC IN THE AMOUNT
OF $17,535.21
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