AMENDMENT TO LEASE AGREEMENT
THIS AMENDMENT TO LEASE AGREEMENT (this "Amendment"), dated as of January
18, l999, by and among Xxxxx X. Xxxxxx, M.D. (the "Landlord") and
Envirometrics,Inc, Envirometrics Products Company, and Azimuth Incorporated,
jointly and severally (collectively the "Tenant") provides as follows:
RECITALS
Landlord and Tenant entered into that certain Lease Agreement (the "Lease")
dated as of December 17,1996, for the lease of that certain Premises located at
0000 Xxxxxxxxxx Xxxxxxxxx Xxxx X-0, Xxxxx Xxxxxxxxxx, Xxxxx Xxxxxxxx The Lease
provides that so long as Tenant is not in default under the terms of the Lease,
Tenant shall have an option to extend the term of the tease for an additional
five (5) year term subsequent to the Initial term (the "Extended Term"). Tenant
has given Landlord notice it wishes to exercise its option to extend the lease
term. Landlord and Tenant desire to confirm that such notice has been given and
received and to confirm and document certain understandings and agreements
regarding the Extended Term, and the escrowed deposit required by the Lease, as
well as certain renovations requested by Tenant, and to that end have entered
into this Amendment,
AMENDMENT
NOW, THEREFORE for and in consideration of the mutual and reciprocal
promises herein contained and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby
agree as follows:
1. Lease Governs. Except as set forth in this Amendment, the
provisions of the Lease shall govern. Capitalized terms used herein, unless
otherwise defined in this Amendment, shall have the same meanings as those
given in the Lease.
2. Notices. Landlord confirms and acknowledges receipt of notice from
Tenant regarding its intent to exercise its option to extend the term of
the Lease for an additional five (5) years.
3. Extended term. The Extended Term of the Lease shall be five (5)
years from the expiration of the Initial Term. This Amendment is the
extension contemplated in the Lease of the Initial Term, and the Lease
shall not be subject to additional extension without the agreement of the
parties.
4. Rent. The first lease year during the Extended Term is the first
twelve full months of the Extended Term. Each succeeding twelve-month
period shall also constitute a lease year. For each lease year beginning
with the first lease year of the Extended Term, the Rent shall increase by
an amount equal to the Rent for the preceding lease year multiplied by
three percent (3%). Landlord shall notify Tenant in writing, giving
calculations of the increase in the Rent, which increase shall become part
of the Rent and shall be payable at the same time as and in the same manner
as provided herein. Landlord and Tenant agree that this formulation
constitutes a fair rental rate for the Premises during the Extended Term.
5. Deposit. The provisions in Section 7 of the Lease requiring the
Tenant to Deposit in Landlord's Segregated Account certain sums as a
security deposit against Tenant's timely payment of Rent are hereby
modified and amended to reduce the amount held in escrow by Landlord from
Thirty Three Thousand One Hundred Thirty flight and 00/100 Dollars
($33,138.00), an amount equal to six (6) months Rent, to Eleven Thousand
Forty-Six and 00/100 Dollars ($11,046.00), an amount equal to two months
Rent. To the extent not expressly modified in this Section 5, all other
provisions or section 7 of the Lease remain unchanged and in full force and
effect.
6. Renovations. Landlord, for Tenant's benefit and at Tenant's
request, agrees to make certain renovations of the Premises (the
"Renovations") which shall be constructed and completed according to the
Renovations Schedule to be delivered by Tenant to Landlord no later than
seven months before the expiration of the initial Term under which the cost
of the Renovations shall not exceed One Hundred Thousand Dollars
($100,000.00). Landlord's obligation to make the Renovations is expressly
contingent upon Landlord obtaining financing in the approximate amount of
the total cost of the Renovations at terms reasonably satisfactory to
Landlord no later than six months before the end of the Initial Term;
provided, Landlord shall make his commercially reasonable efforts to
procure such financing at the lowest available interest rate. The parties
hereby agree that Landlord will obtain and submit to Tenant one (1) bid for
the cost of the Renovations and Tenant will obtain and submit to Landlord
two (2) bids for the cost of the Renovations. Any bid shall only be from a
qualified contractor with the experience and financial capability to
complete the Renovations in a timely and satisfactory manner. Landlord
agrees to contract with the issuer of the lowest bid to complete the
Renovations, provided that such bid is based upon the specifications set
forth in the Renovations Schedule. Construction or the Renovations shall be
prorated at the direction of Landlord, and the cost thereof paid by
Landlord, Landlord will retain ownership of the improvements. Any default
of Tenant after Landlord has incurred costs of Renovations but before the
end of the Extended Term resulting in termination of the lease shall cause
the remaining non-amortized cost to be immediately due and payable from the
Tenant to Landlord. Notwithstanding anything to the contrary to this
Amendment: (a) Tenant may, by written notification to Landlord, elect, at
any time before Landlord's application for financing, undertake the cost
and completion of the Renovations without the participation of Landlord: or
(b) if Landlord is not able to obtain financing as provided above, Tenant
shall have the right, upon notification to Landlord no later than Ninety
(90) days before the expiration or the Initial term, to terminate this
lease as of the expiration of the Initial Term.
7. Affirmation of Lease. To the extent not expressly modified hereby,
all of the terms and conditions of the Lease shall remain unchanged and in
full force and effect, and the parties hereby ratify and confirm the same.
SIGNATURE PAGE TO FIRST AMENDMENT
TO OFFICE LEASE
IN WITNESS WHEREOF, Landlord and Tenant have caused this instrument to be
executed under seal as of the date first above written pursuant to due authority
LANDLORD: TENANT:
Envirometrics, Inc.
________________________________
Xxxxx X. Xxxxxx, M.D.
By: /s/ XXXXXX X. XXXXXXX III
Its President and CEO
Date: 1/18/99
Date: 1/19/99
Envirometrics Products Company
By: /s/ XXXXXX X. XXXXXXX III
Its President and CEO
Date: 1/19/99
Azimuth, Incorporated
By: /s/ XXXXXX X. XXXXXXX III
Its CEO
Date: 1/19/99
