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THIS LEASE AGREEMENT, made the ______ day of
_________________, 1996,
Between BEAUTY AND ▇▇▇▇▇▇ INSTITUTE, INC. residing or located
at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, in the City of Phoenix in the
County of ________________ and State of Arizona, herein designated as the
Landlord,
And DYNAMICWEB TRANSACTION SYSTEMS, INC. residing or located
at _________________________ in the __________________ of ______________ in the
County of ________________________ and State of _______________________, herein
designated as the Tenant;
WITNESSETH THAT, the Landlord does hereby lease to the Tenant
and the Tenant does hereby rent from the Landlord, the following described
premises: Suites E208, E209 and E210 totalling approximately 2,622 square feet
at Fairfield Commons, ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ for a term
of five (5) years commencing on November 1, 1996, and ending on October 31,
2001, to be used and occupied only and for no other purpose than office use.
Tenant, shall be permitted to take possession of the Premises immediately upon
the payment of the security provided for herein, it being agreed that the first
month's rent is due on or before March 1, 1997.
UPON THE FOLLOWING CONDITIONS AND COVENANTS:
1st: The Tenant covenants and agrees to pay to the Landlord,
as rent for and during the term hereof, the sum of $_________________ in the
following manner:
SEE ADDENDUM ANNEXED HERETO
2nd: The Tenant has examined the premises and has entered
into this lease without any representation on the part of the Landlord as to
the condition thereof. The Tenant shall take good care of the premises and
shall at the Tenant's own cost and expense, make all repairs, including
painting and decorating, and shall maintain the premises in good condition and
state of repair, and at the end or other expiration of the term hereof, shall
deliver up the rented premises in good order and condition, wear and tear from
a reasonable use thereof, and damage by the elements not resulting from the
neglect or fault of the Tenant, excepted. The Tenant shall neither encumber
nor obstruct the sidewalks, driveways, yards, entrances, hallways and stairs,
but shall keep and maintain the same in a clean condition, free from debris,
trash, refuse, snow and ice.
3rd: In case of the destruction of or any damage to the glass
in the leased premises, or the destruction of or damage of any kind whatsoever
to the said premises, caused by the carelessness, negligence or improper
conduct on the part of the Tenant or the Tenant's agents, employees, guests,
licensees, invitees, subtenants, assignees or successors, the Tenant shall
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repair the said damage or replace or restore any destroyed parts of the
premises, as speedily as possible, at the Tenant's own cost and expense.
4th: No alterations, additions or improvements shall be made,
and no climate regulating, air conditioning, cooling, heating or sprinkler
systems, television or radio antennas, heavy equipment, apparatus and fixtures,
shall be installed in or attached to the leased premises, without the written
consent of the Landlord. Unless otherwise provided herein, all such
alterations, additions or improvements and systems, when made, installed in or
attached to the said premises, shall belong to and become the property of the
Landlord and shall be surrendered with the premises and as part thereof upon
the expiration or sooner termination of this lease, without hindrance,
molestation or injury.
5th: The Tenant shall not place nor allow to be placed any
signs of any kind whatsoever, upon or about the said premises or any part
thereof, except of a design and structure and in or at such places as may be
indicated and consented to by the Landlord in writing. In case the Landlord or
the Landlord's agents, employees or representatives shall deem it necessary to
remove any such signs in order to paint or make any repairs, alterations or
improvements in or upon said premises or any part thereof, they may be so
removed, but shall be replaced at the Landlord's expense when the said repairs,
alterations or improvements shall have been completed. Any signs permitted by
the Landlord shall at all times conform with all municipal ordinances or other
laws and regulations applicable thereto.
6th: The Tenant shall pay when due all the rents or charges
for water or other utilities used by the Tenant, which are or may be assessed
or imposed upon the leased premises or which are or may be charged to the
Landlord by the suppliers thereof during the term hereof, and if not paid, such
rents or charges shall be added to and become payable as additional rent with
the installment of rent next due or within 30 days of demand therefor,
whichever occurs sooner.
7th: The Tenant shall promptly comply with all laws,
ordinances, rules, regulations, requirements and directives of the Federal,
State and Municipal Governments or Public Authorities and of all their
departments, bureaus and subdivisions, applicable to and affecting the said
premises, their use and occupancy, for the correction, prevention and abatement
of nuisances, violations or other grievances in, upon or connected with the
said premises, during the term hereof; and shall promptly comply with all
orders, regulations, requirements and directives of the Board of Fire
Underwriters or similar authority and of any insurance companies which have
issued or are about to issue policies of insurance covering the said premises
and its contents, for the prevention of fire or other casualty, damage or
injury, at the Tenant's own cost and expense.
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8th: The Tenant, at Tenant's own cost and expense, shall
obtain or provide and keep in full force for the benefit of the Landlord,
during the term hereof, general public liability insurance, insuring the
Landlord against any and all liability or claims of liability arising out of,
occasioned by or resulting from any accident or otherwise in or about the
leased premises, for injuries to any person or persons, for limits of not less
than $1 million for injuries to one person and $1 million for injuries to more
than one person, in any one accident or occurrence, and for loss or damage to
the property of any person or persons, for not less than $100,000.00. The
policy or policies of insurance shall be of a company or companies authorized
to do business in this State and shall be delivered to the Landlord, together
with evidence of the payment of the premiums therefor, not less than fifteen
days prior to the commencement of the term hereof or of the date when the
Tenant shall enter into possession, whichever occurs sooner. At least fifteen
days prior to the expiration or termination date of any policy, the Tenant
shall deliver a renewal or replacement policy with proof of the payment of the
premium therefor. The Tenant also agrees to and shall save, hold and keep
harmless and indemnify the Landlord from and for any and all payments,
expenses, costs, attorney fees and from and for any and all claims and
liability for losses or damage to property or injuries to persons occasioned
wholly or in part by or resulting from any acts or omissions by the Tenant or
the Tenant's agents, employees, guests, licensees, subtenants, assignees or
successors or for any cause [TEXT ILLEGIBLE].
9th: The Tenant shall not, without the written consent of the
Landlord, assign, mortgage or hypothecate this lease, nor sublet the premises
or any part thereof.
10th: The Tenant shall not occupy or use the leased premises
or any part thereof, nor permit or suffer the same to be occupied or used for
any purposes other than as herein limited, nor for any purposes deemed
unlawful, disreputable, or extra hazardous, on account of fire or other
casualty.
11th: This lease shall not be lien against the said premises
in respect to any mortgages that may hereafter be placed upon said premises.
The recording of such mortgage or mortgages shall have preference and
precedence and be superior and prior in lien to this lease, irrespective of the
date of recording and the Tenant agrees to execute any instruments, without
cost, which may be deemed necessary or desirable, to further effect the
subordination of this lease to any such mortgage or mortgages. A refusal by
the Tenant to execute such instruments shall entitle the Landlord to the option
of cancelling this lease, and the term hereof is hereby expressly limited
accordingly.
12th: If the land and premises leased herein, or of which the
leased premises are a part, or any portion thereof, shall be taken under
eminent domain or condemnation proceedings, or if suit or other actions shall
be instituted for the taking or
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condemnation thereof, or if in lieu of any format condemnation proceedings or
actions, the Landlord shall grant an option to purchase and or shall sell and
convey the said premises or any portion thereof, to the governmental or other
public authority, agency, body or public utility, seeking to take said land and
premises or any portion thereof, then this lease, at the option of the
Landlord, shall terminate, and the term hereof shall end as of such date as the
Landlord shall fix by notice in writing; and the Tenant shall have no claim or
right to claim or be entitled to any portion of any amount which may be awarded
as damages or paid as the result of such condemnation proceedings or paid as
the purchase price for such option, sale or conveyance in lieu of formal
condemnation proceedings; and all rights of the Tenant to damages, if any, are
hereby assigned to the Landlord. The Tenant agrees to execute and deliver any
instruments, at the expense of the Landlord, as may be deemed necessary or
required to expedite any condemnation proceedings or to effectuate a proper
transfer of title to such governmental or other public authority, agency, body
or public utility seeking to take or acquire the said lands and premises or any
portion thereof. The Tenant covenants and agrees to vacate the said premises,
remove all the Tenant's personal property therefrom and deliver up peaceable
possession thereof to the Landlord or to such other party designated by the
Landlord in the aforementioned notice. Failure by the Tenant to comply with
any provisions in this clause shall subject the Tenant to such costs, expenses,
damages and losses as the Landlord may incur by reason of the Tenant's breach
hereof.
13th: In case of fire or other casualty, the Tenant shall
give immediate notice to the Landlord. If the premises shall be partially
damaged by fire, the elements or other casualty, the Landlord shall repair the
same as speedily as practicable, but the Tenant's obligation to pay the rent
hereunder shall not cease. If, in the opinion of the Landlord, the premises be
so extensively and substantially damaged as to render them untenantable, then
the rent shall cease until such time as the premises shall be made tenantable
by the Landlord. However, if, in the opinion of the Landlord, the premises be
totally destroyed or so extensively and substantially damaged as to require
practically a rebuilding thereof, then the rent shall be paid up to the time of
such destruction and then and from thenceforth this lease shall come to an end.
In no event however, shall the provisions of this clause become effective or be
applicable, if the fire or other casualty and damage shall be the result of the
carelessness, negligence or improper conduct of the Tenant or the Tenant's
agents, employees, guests, licensees, invitees, subtenants, assignees or
successors. In such case, the Tenant's liability for the payment of the rent
and the performance of all the covenants, conditions and terms hereof on the
Tenant's part to be performed shall continue and the Tenant shall be liable to
the Landlord for the damage and loss suffered by the Landlord. If the Tenant
shall have been insured against any of the risks herein covered, then the
proceeds of such insurance shall be paid over to the Landlord to the extent of
the
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Landlord's costs and expenses to make the repairs hereunder, and such insurance
carriers shall have no recourse against the Landlord for reimbursement.
14th: If the Tenant shall fail or refuse to comply with and
perform any conditions and covenants of the within lease, the Landlord may, if
the Landlord so elects, carry out and perform such conditions and covenants, at
the cost and expense of the Tenant, and the said cost and expense shall be
payable on demand, or at the option of the Landlord shall be added to the
installment of rent due immediately thereafter but in no case later than one
month after such demand, whichever occurs sooner, and shall be due and payable
as such. This remedy shall be in addition to such other remedies as the
Landlord may have hereunder by reason of the breach by the Tenant of any of the
covenants and conditions in this lease contained.
15th: The Tenant agrees that the Landlord and the Landlord's
agents, employees or other representatives, shall have the right to enter into
and upon the said premises or any part thereof, at all reasonable hours, for
the purpose of examining the same or making such repairs or alterations therein
as may be necessary for the safety and preservation thereof. This clause shall
not be deemed to be covenant by the Landlord nor be construed to create an
obligation on the part of the Landlord to make such inspection or repairs.
16th: The Tenant agrees to permit the Landlord and the
Landlord's agents, employees or other representatives to show the premises to
persons wishing to rent or purchase the same, and Tenant agrees that on and
after next preceding the expiration of the term hereof, the Landlord or the
Landlord's agents, employees or other representatives shall have the right to
place notices on the front of said premises or any part hereof, offering the
premises for rent or for sale; and the Tenant hereby agrees to permit the same
to remain thereon without hindrance or molestation.
17th: If for any reason it shall be impossible to obtain fire
and other hazard insurance on the buildings and improvements on the leased
premises, in an amount and in the form and in insurance companies acceptable to
the Landlord, the Landlord may, if the Landlord so elects at any time
thereafter, terminate this lease and the term hereof, upon giving to the Tenant
fifteen days notice in writing of the Landlord's intention so to do, and upon
the giving of such notice, this lease and the term thereof shall terminate. If
by reason of the use to which the premises are put by the Tenant or character
of or the manner in which the Tenant's business is carried on, the insurance
rates for fire and other hazards shall be increased, the Tenant shall upon
demand, pay to the Landlord, as rent, the amounts by which the premiums for
such insurance are increased. Such payment shall be paid with the next
installment of rent but in no case later than one month after such demand,
whichever occurs sooner.
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18th: Any equipment, fixtures, goods or other property of the
Tenant, not removed by the Tenant upon the termination of this lease, or upon
any quitting, vacating or abandonment of the premises by the Tenant or upon the
Tenant's eviction, shall be considered as abandoned and the Landlord shall have
the right, without any notice to the Tenant, to sell or otherwise dispose of
the same, at the expense of the Tenant, and shall not be accountable to the
Tenant for any part of the proceeds of such sale, if any.
19th: If there should occur any default on the part of the
Tenant in the performance of any conditions and covenants herein contained, or
if during the term hereof the premises or any part thereto shall be or become
abandoned or deserted, vacated, or vacant, or should the Tenant be evicted by
summary proceedings or otherwise, the Landlord, in addition to any other
remedies herein contained or as may be permitted by law, may either by force or
otherwise, without being liable for prosecution therefor, or for damages,
re-enter the said premises and the same have and again possess and enjoy; and
as agent for the Tenant or otherwise, re-let the premises and receive the rents
therefor and apply the same, first to the payment of such expenses, reasonable
attorney fees and costs, as the Landlord may have been put to in re-entering
and repossessing the same and in making such repairs and alterations as may be
necessary; and second to the payment of the rents due hereunder. The Tenant
shall remain liable for such rents as may be in arrears and also the rents as
may accrue subsequent to the re-entry by the Landlord, to the extent of the
difference between the rents reserved hereunder and the rents, if any, received
by the Landlord during the remainder of the unexpired term hereof, after
deducting the aforementioned expenses, fees and costs; the same to be paid as
such deficiencies arise and are ascertained each month.
20th: Upon the occurrence of any of the contingencies set
forth in the preceding clause, or should the Tenant be adjudicated a bankrupt,
insolvent or placed in receivership, or should proceedings be instituted by or
against the Tenant for bankruptcy, insolvency, receivership, agreement of
composition or assignment for the benefit of creditors, or if this lease or the
estate of the Tenant hereunder shall pass to another by virtue of any court
proceedings, writ of execution, levy, sale, or by operation of law, the
Landlord may, if the Landlord so elects, at any time thereafter, terminate this
lease and the term hereof, upon giving to the Tenant or to any trustee,
receiver, assignee or other person in charge of or acting as custodian of the
assets or property of the Tenant, five days notice in writing, of the
Landlord's intention so to do. Upon the giving of such notice, this lease and
the term hereof shall end on the date fixed in such notice as if the said date
was the date originally fixed in this lease for the expiration hereof; and the
Landlord shall have the right to remove all persons, goods, fixtures and
chattels therefrom, by force or otherwise, without liability for damages.
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21st: The Landlord shall not be liable for any damage or
injury which may be sustained by the Tenant or any other person, as a
consequence of the failure, breakage, leakage or obstruction of the water,
plumbing, stream, sewer, waste or soil pipes, roof, drains, leaders, gutters,
valleys, downspouts or the like or of the electrical, gas, power, conveyor,
refrigeration, sprinkler, airconditioning, or heating systems, elevators or
hoisting equipment; or by reason of the elements; or resulting from the
carelessness, negligence or improper conduct on the part of any other Tenant or
of the Landlord or the Landlord's or this or any other Tenant's agents,
employees, guests, licensees, invitees, subtenants, assignees or successors; or
attributable to any interference with, interruption of or failure, beyond the
control of the landlord, of any services to be furnished or supplied by the
Landlord.
22nd: The various rights, remedies, options and elections of
the Landlord, expressed herein, are cumulative, and the failure of the Landlord
to enforce strict performance by the Tenant of the conditions and covenants of
this lease or to exercise any election or option or to resort or have recourse
to any remedy herein conferred or the acceptance by the Landlord of any
installment of rent after any breach by the Tenant, in any one or more
instances, shall not be construed or deemed to be a waiver of a relinquishment
for the future by the Landlord of any such conditions and covenants, options,
elections or remedies, but the same shall continue in full force and effect.
23rd: This lease and the obligation of the Tenant to pay the
rent hereunder and to comply with the covenants and conditions hereof, shall
not be affected, curtailed, impaired or excused because of the Landlord's
inability to supply any service or material called for herein, by reason of any
rule, order, regulation or preemption by any governmental entity, authority,
department, agency or subdivision or for any delay which may arise by reason of
negotiations for the adjustment of any fire or other casualty loss or because
of strikes or other labor trouble or for any cause beyond the control of the
Landlord.
24th: The terms, conditions, covenants and provisions of this
lease shall be deemed to be severable. If any clause or provision herein
contained shall be adjudged to be invalid or unenforceable by a court of
competent jurisdiction or by operation of any applicable law, it shall not
affect the validity of any other clause or provision herein, but such other
clauses or provisions shall remain in full force and effect.
25th: All notices required under the terms of this lease
shall be given and shall be complete by mailing such notices by certified or
registered mail, return receipt requested, to the address of the parties as
shown at the head of this lease, or to such other address as may be designated
in writing, which notice of change of address shall be given in this same
manner.
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26th: The Landlord covenants and represents that the Landlord
is the owner of the premises herein leased and has the right and authority to
enter into, execute and deliver this lease; and does further covenant that the
Tenant on paying the rent and performing the conditions and covenants herein
contained, shall and may peaceably and quietly have, hold and enjoy the leased
premises for the term aforementioned.
27th: This lease contains the entire contract between the
parties. No representative, agent or employee of the Landlord has been
authorized to make any representations or promises with reference to the within
letting or to vary, alter or modify the terms hereof. No additions, changes or
modifications, renewals or extensions hereof, shall be binding unless reduced
to writing and signed by the Landlord and the Tenant.
28th: If in any calendar year during the term and of any
renewal or extension of the term hereof, the annual municipal taxes assessed
against the land and improvements leased hereunder or of which the premises
herein leased are a part, shall be greater than the municipal taxes assessed
against the said lands and improvements for the calendar year 1996, which is
hereby designated as the base year, then, in addition to the rent herein fixed,
the Tenant agrees to pay a sum equal to One Hundred (100%) percent of the
amount by which said tax exceeds the annual tax for the base year, inclusive of
any increase during any such calendar year. The said sum shall be considered
as additional rent and shall be paid in as many equal installments as there are
months remaining in the calendar year in which said taxes exceed the taxes for
the base year, on the first day of each month, in advance, during the remaining
months of that year. If the term hereof shall commence after the first day of
January or shall terminate prior to the last day of December in any year, then
such additional rent resulting from a tax increase shall be proportionately
adjusted for the fraction of the calendar year involved.
29th: If any mechanics' or other liens shall be created or
filed against the leased premises by reason of labor performed or materials
furnished for the Tenant in the erection, construction, completion, alteration,
repair or addition to any building or improvement, the Tenant shall upon
demand, at the Tenant's own cost and expense, cause such lien or liens to be
satisfied and discharged of record together with any Notices of Intention that
may have been filed. Failure so to do, shall entitle the Landlord to resort to
such remedies as are provided herein in the case of any default of this lease,
in addition to such as are permitted by law.
30th: The Tenant waives all rights of recovery against the
Landlord or Landlord's agents, employees or other representatives, for any
loss, damages or injury of any nature whatsoever to property or persons for
which the Tenant is insured. The Tenant shall obtain from Tenant's insurance
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carriers and will deliver to the Landlord, waivers of the subrogation rights
under the respective policies.
31st: The Tenant has this day deposited with the Landlord the
sum of $6,118.00 as security for the payment of the rent hereunder and the full
and faithful performance by the Tenant of the covenants and conditions on the
part of the Tenant to be performed. Said sum shall be returned to the Tenant,
without interest, after the expiration of the term hereof, provided that the
Tenant has fully and faithfully performed all such covenants and conditions and
is not in arrears in rent. During the term hereof, the Landlord may, if the
Landlord so elects, have recourse to such security, to make good any default by
the Tenant, in which event the Tenant shall on demand, promptly restore said
security to its original amount. Liability to repay said security to the
Tenant shall run with the reversion and title to said premises, whether any
change in ownership thereof be by voluntary alienation or as the result of
judicial sale, foreclosure or other proceedings, or the exercise of a right of
taking or entry by any mortgagee. The Landlord shall assign or transfer said
security, for the benefit of the Tenant, to any subsequent owner or holder of
the reversion or title to said premises, in which case the assignee shall
become liable for the repayment thereof as herein provided, and the assignor
shall be deemed to be released by the Tenant from all liability to return such
security. This provision shall be applicable to every alienation or change in
title and shall in no wise be deemed to permit the Landlord to retain the
security after termination of the Landlord's ownership of the reversion or
title. The Tenant shall not mortgage, encumber or assign said security without
the written consent of the Landlord.
The Landlord may pursue the relief or remedy sought in any
invalid clause, by conforming the said clause with the provisions of the
statutes or the regulations of any governmental agency in such case made and
provided as if the particular provisions of the applicable statutes or
regulations were set forth herein at length.
In all references herein to any parties, persons, entities or
corporations the use of any particular gender or the plural or singular number
is intended to include the appropriate gender or number as the text of the
within instrument may require. All the terms, covenants and conditions herein
contained shall be for and shall inure to the benefit of and shall bind the
respective parties hereto, and their heirs, executors, administrators, personal
or legal representatives, successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands and seals, or caused these presents to be signed by their proper
corporate officers and their proper corporate seal to be hereto affixed, the
day and year first above written.
BEAUTY AND ▇▇▇▇▇▇ INSTITUTE, INC.
Signed, Sealed and Delivered By: /s/ ▇▇▇▇ ▇▇▇▇
in the presence of -------------------------------
or Attested by Landlord
DYNAMICWEB TRANSACTION SYSTEMS, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------
Tenant
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State of New Jersey, County of ___________________________ } ss.: Be it
Remembered that on _______________________, 19___, before me, the subscriber,
__________________________, personally appeared
______________________________________, who, I am satisfied, __________ the
person _______ named in and who executed the within Instrument, and thereupon
____________ acknowledged that ___________ signed, sealed and delivered the
same as ____________ act and deed, for the uses and purposes therein expressed.
-----------------------------------------
State of New Jersey, County of ___________________________ } ss.: Be it
Remembered that on _______________________, 19___, before me, the subscriber,
__________________________, personally appeared
______________________________________, who, being by me duly sworn on h
___________ oath, deposes and makes proof to my satisfaction, that ______ he is
the ________________ Secretary of ______________________________ the
Corporation named in the within Instrument; that _____________________________
is the President of said Corporation; that the execution, as well as the making
of this Instrument, has been duly authorized by a proper resolution of the
Board of Directors of the said Corporation; that deponent well knows the
corporate seal of said Corporation; and that the seal affixed to said
Instrument is the proper corporate seal and was thereto affixed and said
Instrument signed and delivered by said ___________________ President as and
for the voluntary act and deed of said Corporation, in presence of deponent,
who thereupon subscribed h ______________ named thereto as attesting witness.
Sworn to and subscribed before me,
the date aforesaid.
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LEASE
--------------------------------
BEAUTY AND ▇▇▇▇▇▇ INSTITUTE, INC.
TO
DYNAMIC WEB, INC.
---------------------------------
Dated, , 1996
---------------------------------
Expires, December 30, 2002
Rent, $ See attached Addendum
SIMON, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
ATTENTION: ▇▇▇▇▇▇ ▇▇▇▇▇▇, ESQ.
Prepared by: ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
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ASSIGNMENT OF LEASE
For one dollar and other good and valuable consideration, the Tenant
as Assignor, assigns this Lease and all the Assignor's rights and privileges
therein, including any and all monies deposited with the Landlord as security,
subject to all the terms, covenants and conditions contained therein; and the
Assignee accepts this Assignment of Lease and assumes and agrees to comply with
and be bound by the terms, covenants and conditions in said Lease contained.
The signature of the Landlord hereto is evidence of the Landlord's consent to
and acceptance of this Assignment of Lease.
------------------------------ ------------------------------
Assignee Assignor
------------------------------
Landlord
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RIDER TO LEASE AGREEMENT
THIS RIDER is annexed to and made a part of the Lease Agreement dated
October 11, 1996, between BEAUTY AND ▇▇▇▇▇▇ INSTITUTE, INC., as "Landlord", and
DYNAMICWEB TRANSACTION SYSTEMS, INC., as "Tenant".
The printed portion of the Lease Agreement is hereby modified and
supplemented as follows. Wherever three is any conflict between the Rider and
the Lease Agreement, the provisions of this Rider are paramount and the Lease
Agreement shall be construed accordingly.
SECTION 1ST:
Delete the printed Section 1st in its entirety and replace it with the
following:
"1st: The Tenant covenants and agrees to pay to the Landlord, as rent
for and during the Term hereof the sum of $177,203.50 in the following manner:
Between March 1, 1997 and October 31, 1997, the sum of
$24,472.00 payable monthly at the rate of $3,059.00 per month;
Between November 1, 1997 and October 31, 1998, the sum of
$36,708.00 payable monthly at the rate of $3,059.00 per month;
Between November 1, 1998 and October 31, 1998, the sum of
$38,019.00 payable monthly at the rate of $3,168.25 per month;
Between November 1, 1999 and October 31, 2000, the sum of
$38,674.50 payable monthly at the rate of $3,222.88 per month;
Between November 1, 2000 and October 31, 2001, the sum of
$39,330.00 payable monthly at the rate of $3,277.50 per month;
Tenant acknowledges that the rent is a net rent except that Landlord
will pay the underlying municipal taxes as provided for in Paragraph 28th, will
pay the condominium fees and will pay the common area maintenance expenses, and
Tenant agrees that it will pay all other expenses associated with the use and
occupancy of the Premises including, but not limited to utilities, repairs,
etc."
SECTION 4TH:
Add the following to the end of the printed Section 4th:
"Tenant shall be permitted to make the alterations and improvements
set forth on the attached drawing, but Tenant shall be responsible for all
costs associated with said alterations and improvements. Any portable
non-permanent work stations installed by Tenant shall remain the property of
the Tenant and shall be removed by the Tenant at the termination of this
Lease."
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SECTION 9TH:
Add the following to the end of the printed Section 9th:
"Landlord shall not unreasonably withhold its consent to an assignment
or sublease of the Premises or any part thereof."
SECTION 32ND:
Tenant acknowledges that the Premises is a condominium and agrees to
abide by the terms and conditions of the condominium association.
SECTION 33RD:
Tenant shall have the right of first refusal to purchase the Premises.
SECTION 34TH:
Landlord and Tenant agree that in the event the Landlord transfers
ownership of the Premises this Lease shall continue in full force and effect.
SECTION 35TH:
Notwithstanding anything herein to the contrary, Tenant shall be
permitted to take possession of the Premises immediately upon payment of the
security provided for herein and the first month's rent shall be due and
payable on or before March 1, 1997.
IN WITNESS WHEREOF, the undersigned have caused its duly authorized
representatives to set their hands and seals as of the day and year first above
written.
ATTEST: BEAUTY AND ▇▇▇▇▇▇ INSTITUTE, INC.
------------------------- BY: /s/ ▇▇▇▇ ▇▇▇▇
-------------------------------
ATTEST: DYNAMICWEB TRANSACTION SYSTEMS, INC.
------------------------- BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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