EXHIBIT 10.47
L E A S E
THIS LEASE, made this 15/th/ day of March, 2001, between ROYAL MANAGEMENT
COMPANY, whose address is 0000 Xxxxxxx Xxxx Xx. #0000, Xxxx Xxxxxxxxxx XX 00000
("Landlord"), and Spectrum Managed Care of California, Inc., a Delaware
corporation, whose address is 000 Xxxx Xxx Xxxxxx, Xxxxx 0000, Xxx Xxxxx XX
00000 ("Tenant"),
W I T N E S S E T H:
LEASED 1. Landlord is the owner of certain premises and parking areas
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PREMISES situated at 37650 Professional Center Dr., the ("Building")
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approximately 24,473 square feet (a.k.a. Bldg. A) located in the
City of Livonia, XXXXX COUNTY. In consideration of the rents to be paid and the
covenants and agreements to be performed by Tenant, Landlord hereby leases unto
Tenant the following portion of the Building in which the demised premises are
located: XXXXX 000X containing approximately 3,084 rentable square feet, the
("Premises") together with the right to use the parking of thirty (30) common
spaces and common facilities, in common with Landlord and the tenants and
occupants (their agents, employees, customers and invitees) of the Building in
which the demised Premises are located. Landlord shall have the right to make
reasonable rules and regulations governing the use of the parking and common
facilities and to alter and modify these facilities from time to time. Said
alterations or modifications shall not negatively impact or impair Tenant's use
of or access to the leased premises. Rules and regulations reasonably imposed by
Landlord shall be enforced equally among all of the Building tenants.
TERM 2. The term of this lease shall be for a period of three (3)
years, commencing on April 1, 2001 and ending on March 31, 2004.
Tenant will not have to pay rent on "expansion space" as identified in lease
rider exhibit until all of the following have occurred: the Premises have been
substantially completed pursuant to Landlord and Tenant's mutually agreed upon
space plan. Tenant can reasonably conduct its business and all governmental
agencies having jurisdiction have authorized Tenant's occupancy.
In the event Landlord fails to deliver the leased Premises on the
commencement date because the leased Premises are not then ready for occupancy,
or because the previous occupant of the Premises is holding over, or for any
other cause, Landlord shall not be liable to tenant for any damages as a result
of Landlord's delay in delivering the leased Premises and the commencement date
of this lease and obligation to pay rent shall be postponed until such time as
the leased Premises are ready for Tenant's occupancy. Notwithstanding, Tenant
shall the right to terminate this lease in the event Landlord cannot deliver the
leased Premises within ninety (90) days of lease execution.
RENT 3. Tenant shall pay to the Landlord as rent for the leased
Premises during each year of the term of the lease at the office
of the Landlord, or at such other location as designated by the Landlord, in
writing, without any prior demand therefore and without any deduction or setoff
whatsoever the following sums payable in the following manner:
1/ST/ YEAR (4/1/01 - 3/31/02) = $4,754.50 PER MONTH
2/ND/ YEAR (4/1/02 - 3/31/03) = $4,992.23 PER MONTH (5% ESC.)
3/RD/ YEAR (4/1/03 - 3/31/04) = $5,241.84 PER MONTH (5% ESC.)
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USE AND 4. During the continuation of this lease, the leased Premised
OCCUPANCY shall be used and occupied for office and incidental purposes.
Tenant shall not use the leased Premises for any purpose in violation of any
law, municipal ordinance, or regulation, nor shall Tenant perform any acts or
carry on any practices which may injure the leased Premises, the Building or
violate the quite enjoyment of the other tenants of the building in which
demised Premises are located.
UTILITIES & 5. Landlord shall provide Tenant with hot and cold running water
SERVICES from regular building fixtures, sufficient and reliable heating
and air conditioning for the reasonable comfort of Tenant and
electricity for normal business usage. The tenant will be billed monthly its
prorata share of Building A for its electric use. Portion to be billed is
thirteen.four per cent (13.4% of Building A's electric xxxx. The Landlord shall
furnish hot and cold running water at its sole cost and expense.
REPAIRS 6. The Landlord after receiving written notice from the
Tenant and having reasonable opportunity thereafter to
obtain the necessary workmen therefor agrees to keep in good order and repair
the roof, the four outer walls of the leased Premises, the common areas, the gas
furnace, main electrical lines but not the doors, door frames, the window glass,
window casing, window frames, electrical or plumbing items within the leased
Premises.
6a. In the event that the Landlord shall deem it necessary
or be required by any governmental authority to repair, alter, remove,
reconstruct or improve any part of the leased Premises or of the Building
(unless the same result from tenant's act, neglect, default or mode of
operation in which event Tenant shall make all such repairs, alterations and
improvements), then the same shall be made by Landlord with reasonable
dispatch and should the making of such repairs, alterations or improvement
cause any interference with Tenant's use of the leased Premises, such
interference shall not relieve Tenant from the performance of its obligations
hereunder. In the event Premises are untenantable for five (5) consecutive days,
for reasons that are within the reasonable control of Landlord, Tenant reserves
the right of termination or reasonable rent abatement.
ALTERATIONS 7. Tenant shall not make any alterations, additions or
improvements to the leased Premises (whether or not the same
may be structural in nature) without Landlord's prior written consent, which
shall not be unreasonably withheld and all alterations, additions or improvement
made by either party hereto the leased Premises, except movable office furniture
and equipment installed at Tenant's expense, shall at the option of the
Landlord, be considered the property of Landlord and remain upon and be
surrendered with the leased Premises at the expiration of the term hereof. If
the Landlord so elects, the Tenant shall remove all such alterations, additions
and improvements at the expiration of the term of this lease so as to yield the
leased Premises in the condition as when taken, reasonable use and wear thereof
excepted. Landlord shall advise Tenant at the time any request for improvements
are made whether said improvements shall be required to be removed from the
Premises prior to lease termination.
ASSIGNMENT & 8. Tenant will have the right to assign or sublease to any
SUBLETTING affiliate without Landlord's consent, but with notice.
Tenant will have the right to assign or sublease to
non-affiliates with Landlord's consent, which may not be unreasonably withheld,
conditioned or delayed. Sublessee must comply with all conditions of the master
lease.
INSURANCE & 9. Tenant shall, during the entire term thereof, procure
INDEMNIFICATION and keep in full force and effect, a policy of public
liability and property damage insurance with respect to the
leased Premises, and the business operated by Tenant, in which the limits of
public liability shall not be less than One Million Dollars ($1,000,000.00) for
personal injury and in which the limits of property damage liability shall be
not less than Fifty Thousand ($50,000.00) Dollars plus such other insurance as
shall be appropriate in light of Tenant's operations. Such policy shall name
Landlord, any person, persons, entities, organizations, firms or corporations
designated by Landlord, including any assignees of Landlord and Tenant as
insured, and shall contain a clause that the insurer will not cancel or
materially alter such insurance without first giving the Landlord twenty (20)
days notice thereof. Such insurance may be furnished by Tenant under any blanket
policy carried by it or under a separate notice thereof. The copy of the
paid-up policy evidencing such insurance shall be delivered to Landlord when
this lease is signed by the Tenant and on each anniversary of the said policy.
In the event Tenant shall fail to procure such insurance, or shall fail to keep
such insurance in full force and effect during the entire term hereof, Landlord
may, at its option and in addition to any other remedies, procure the same for
the account of Tenant, and the cost thereof shall be paid to Landlord as
additional rent upon demand by Landlord.
FIRE 10. In the event the leased Premises are damaged or
destroyed whole or in part by fire or other casualty during
the term hereof, Landlord shall, at its own expense, repair and restore the
same to tenantable condition with reasonable dispatch and the rent herein
provided for shall xxxxx entirely in case the entire leased Premises are
untenantable and prorate for the portion rendered untenantable, in the event of
partial untenantability, until such time as the leased Premises are restored to
tenantable condition. If the leased Premises cannot be restored to tenantable
condition within a period of ninety (90) days, Landlord or Tenant at their sole
discretion, shall have the right to terminate this lease upon written notice to
the respective party and any rent paid for any period in advance of date of such
damage and destruction shall be refunded to Tenant. If the leased Premises are
damaged due to fire or other casualty, Tenant shall at its own cost and expense
remove such of its furniture and other belongings from the leased Premises as
landlord shall require in order to repair and restore the leased Premises.
10a. In the event the Building in which the demised Premises
are located is destroyed to the extent of more than one-quarter of the then
value thereof, Landlord shall have the right to terminate this lease upon
written notice to Tenant, in which event any rent paid in advance of the date of
such destruction shall be refunded to Tenant.
10b. Landlord shall be the sole judge of the extent of the
untenantability of the leased Premises, the extent of the damages to the
Building and of the time required for repair and rebuilding. Notwithstanding,
Landlord shall demonstrate a reasonable commercial basis for its judgement
subject to the rendering of appropriate and timely professional opinions from
licensed contractors, architects, engineers and state, local or federal
governing bodies with jurisdiction.
EMINENT 11. If the whole or any substantial part of the leased
DOMAIN Premises or the Building in which they are located shall be
taken by any public authority under the power or eminent
domain, then the term of this lease shall cease on the part so taken on the date
possession of that shall be required for public use, and any rent paid in
advance of such date shall be refunded to Tenant and Landlord and Tenant
shall each have the right to terminate this lease upon written notice to the
other, which notice shall be delivered within thirty (30) days following the
date notice is received of such taking. In the event that neither party hereto
shall terminate this lease, Landlord shall make all necessary repairs to the
leased Premises and the Building to render and restore the same to a complete
architectural unit and Tenant shall continue in possession of the portion of the
leased Premises not taken under the power of eminent domain, under the same
terms and condition as are here provided, except that the rent reserved herein
shall be reduced in direct proportion to the amount of the leased Premises so
taken. All damages awarded for such taking shall belong to and be the property
of Landlord, whether such damages be awarded as compensation for diminution in
value of the leasehold or to the fee of the leased Premises; provided however,
Landlord shall not be entitled to any portion of the award made to Tenant for
removal and reinstallation of fixtures or moving expenses.
INCREASED REAL 12. Tenant shall pay to Landlord, as additional rent, the
ESTATE TAXES amount by which the real estate taxes applicable to the leased
Premises during the term of this lease exceed the real estate
taxes applicable to the leased Premises during the base lease year. Tenant's
proportionate share of all such real estate taxes shall be paid in whole or in
monthly installments once the latest tax bills are received and computed.
12a. For purpose hereof, the following terms shall have the
meanings hereinafter set forth: "REAL ESTATE TAXES" shall mean the portion of
all taxes and assessments which may be levied or assessed by all lawful
authorities during the term of this lease against the land, buildings and
improvement comprising of the Building. The Tenant's proportionate share of the
real estate taxes shall be determined by multiplying the real estate taxes
attributable to the Buildings by a fraction, the numerator of which shall be the
square footage of the leased Premises and the denominator of which shall be the
total number of square feet of constructed gross leaseable area in the
Buildings. Should the United States, the state of Michigan or any political
subdivision thereof or any governmental authority having jurisdiction thereover
either: (i) impose a tax and/or assessment of any kind or nature upon, against,
measured by or with respect to the rentals payable by tenants in the buildngs to
Landlord or on the income of Landlord derived from the Building (including that
portion of Landlord's Michigan since business tax for each calendar year of this
lease attributable to the Building, computed as if the buildings were Landlord's
only business activity) or with respect to the Landlord's or the individual's or
entities which from the Landlord herein, ownership of the land and Building,
either by way of substitution for all or any part of the taxes and assessments
levied or assessed against such land and such buildings, or in addition thereto;
(ii) impose a tax or surcharge of any kind or nature, upon, against or with
respect to the parking areas or the number of parking spaces serving the
buildings, then and in either or both of such events, such tax assessment and/or
surcharge shall be deemed to constitute real estate taxes for the purpose of
this paragraph 12 and Tenant shall be obligated to pay its proportionate share
thereof as provided herein.
"BASE LEASE YEAR" shall mean the calendar year in which the term of this
lease commences.
12b. In addition to the foregoing, Tenant at all times shall
be responsible for and shall pay, before delinquency, all taxes levied,
assessed or unpaid on any leasehold interest, any right of occupancy, or
investment of Tenant in the leased Premises, or any personal property of any
kind owned, installed or used by Tenant including Tenant's leasehold
improvements or on Tenant's right to occupy the lease Premises.
12c. For purposes hereof, it is understood that the leased
Premises constitute 13.4% percent of the number of square feet of constructed
gross leaseable area of Building "A" which is approximately 24,473 square feet
in which the demised Premises are located. The Building is measured per BOMA
1996 standard for measurement of office space and is subject to field
verification if the project changes.
MAINTENANCE 13. The Landlord shall maintain the parking space, the
OF PARKING parking lights and the landscaping. This includes snow
SPACES & LANDSCAPING removal, sweeping and cleaning of all exterior areas, at
Landlord's sole cost and expense.
CONDITION 14. Tenant shall accept the leased Premises in its
OF PREMISES present condition, subject however to the improvements, in
any, which the Landlord hereby undertakes to complete as
specified in the rider attached to this lease which is reference made a part
hereof. If no rider is attached to this lease, the Landlord assumes no
responsibility whatsoever for any improvements to the leased Premises. Tenant
acknowledges that no representation as to the condition of the leased Premises
have been made by Landlord or its agents and no obligation as to repairing,
improving or adding to the same has been assumed by Landlord. Any changes,
alterations, repairs or decorations to make the leased Premises suitable for the
occupancy of Tenant shall be made at Tenant's cost and expense, subject to
Landlord's consent as set forth in paragraph 7 hereof.
QUIET 15. Landlord warrants that Tenant, upon paying the rents
ENJOYMENT herein provided and in performing each and every covenant
hereof, shall peacefully and quietly hold, occupy and
enjoy the leased Premises throughout the term hereof, without molestation or
hindrance by any person whomsoever.
SUBORDINATION 16. Landlord reserves the right to subject and
subordinate this lease at all times to the lien of any
mortgage or mortgages now or hereafter placed upon Landlord's interest in the
leased Premises and on the land and buildings of which the leased Premises are a
part or upon any building hereafter placed upon the land of which the leased
Premises are a part; provided, however, no default by Landlord under any such
mortgage shall affect Tenant's rights hereunder so long as Tenant is not in
default under this lease.
NON- 17. Landlord shall not be responsible or liable to Tenant
LIABILITY for any loss or damage that may be occasioned by or
through the acts or omissions of persons occupying
adjoining premises or any part of the premises adjacent to or connected with
the leased Premises or any part of the Building or for any loss or damage
resulting to Tenant or his property from burst, stopped or leaking water, gas,
sewer or steam pipes, or for any damage or loss of property within the leased
Premises from any cause whatsoever except for Landlord's negligence or willful
misconduct. In the event of any sale or transfer (including any transfer by
operation of law) of the leased Premises, Landlord (and any subsequent owner of
the leased Premises making such a transfer) shall be relived from any and all
obligations and liabilities under this lease except such obligations and
liabilities as shall have arisen during the Landlord's (or such subsequent
owner's) respective period of ownership provided that the transferee assumes in
writing all of the obligations of the Landlord under this lease.
NON-WAIVER 18. One or more waivers of provision by Landlord shall
not be construed as a waiver of a subsequent breach of the
same provision, and the consent or approval by Landlord to or of any act by
Tenant requiring Landlord's consent or approval shall not be deemed to waive or
render unnecessary Landlord's consent or approval to or of any subsequent
similar act by Tenant.
BANKRUPTCY 19. In the event the estate created hereby shall be taken
in execution or by other process of law, or if Tenant
shall be adjudicated insolvent or bankrupt pursuant to the provisions of any
state or federal insolvency or bankruptcy law, or if a receiver or trustee of
the property of Tenant shall be appointed by reason of Tenant's insolvency or
inability to pay its debts, or if any assignment shall be made of Tenant's
property for the benefit of creditors, then in any of such events, Landlord may
terminate this lease by written notice to Tenant; provided, however, if the
order of court creating any of such disabilities shall not be final by reason of
pendency of such proceedings, or appeal from such order, then Landlord shall not
have the right to terminate this lease as long as Tenant performs its
obligations hereunder.
LANDLORD'S 20. In the event Tenant shall fail to pay the rent
REMEDIES reserved herein when due, Tenant agrees that for each day
the rent or any payment is overdue a late payment penalty
in the amount of Ten Dollars ($10.00) per day shall be paid except for the first
five (5) days of the month (Grace Period), and Landlord shall give Tenant
written notice of such default and if Tenant shall fail to cure such default
within five (5) days after receipt of such notice, Landlord shall in addition to
its other remedies provided by law, have the remedies set forth in subparagraphs
below.
20a. If Tenant shall be in default in performing any of the
terms of this lease other than the payment of rent, Landlord shall give Tenant
written notice of such default, and if Tenant shall fail to cure such default
within twenty (20) days after receipt of such notice, or if the default is of
such a character as to require more than a twenty (20) day period to commence
and thereafter proceed diligently to cure such default, then and in either of
such events, Landlord may (at its option and in addition to its other legal
remedies) cure such default for the account of Tenant and any sum so expended by
Landlord shall be additional rent for all purposes hereunder, including
paragraph 20 above and shall be paid by Tenant with the next monthly installment
of rent.
20b. If any rent shall be due and unpaid or Tenant shall be
in default upon any of the other terms of this lease and such default has not
been cured after notice and within the time provided in paragraph 20 and
subparagraph 20a above, then Landlord, in addition to its other remedies, shall
have the immediate right of re-entry. Should Landlord elect to re-enter or take
possession pursuant to legal proceedings or any notice provided for by law,
Landlord may either terminate this lease or from time to time, without
terminating this lease, relet the Premises or any part thereof on such terms and
conditions as Landlord shall in its sole discretion deem advisable. The avails
of such reletting shall be applied first to the payment of any indebtedness of
Tenant to Landlord other than rent due hereunder; second, to the payment of any
reasonable costs of such reletting, including the cost of any reasonable
alterations and repairs to the premises; third, to the payment of rent due and
unpaid hereunder; and the residue, if any, shall be held by Landlord and applied
in payment of future rent as the same may become due and payable hereunder.
Should the avails of such reletting during any month be less than the monthly
rent reserved hereunder, then Tenant shall during each such month pay such
deficiency to the Landlord.
20c. All rights and remedies of Landlord hereunder shall be
cumulative and none shall be exclusive of any rights and remedies
allowed by law.
ENTIRE 21. This lease and the attachments hereto shall constitute
AGREEMENT the entire agreement the parties hereto; all prior
agreements between the parties whether written or oral are
merged herein and shall be of no force and effect. This lease cannot be changed,
modified or discharged orally but only by an agreement in writing, signed by
the party against whom enforcement of the change, modification or discharge is
sought.
NOTICES 22. Whenever under this lease a provision is made for
notice of any kind it shall be deemed sufficient notice and
service thereof of such notice to Tenant is in writing addressed to Tenant at:
000 Xxxx Xxx Xxxxxx, Xxxxx 0000, Xxx Xxxxx, XX 00000, Attention Xxx Xxxxxxx with
a copy to Tenant at the leased Premises and a copy to Xxxxxxx Real Estate
Services, Corporate Advisory Services, 000 Xxxx Xxx Xxxxxx, Xxxxx 0000, Xxx
Xxxxx, XX 00000 and deposited in the mail, certified or registered mail, with
postage prepaid, and if such notice to Landlord is in writing addressed to the
last known post office address of Landlord and deposited in the mail, certified
or registered mail with postage prepaid.
SUCCESSORS 23. This lease shall insure to the benefit of and be
binding upon the parties hereto, their respective heirs,
administrators, executors, representatives, successors and assigns.
SECURITY 24. As security for the faithful performance by Tenant of
DEPOSIT all of the terms and conditions upon the Tenant's part to be
performed, Tenant has this day deposited with the Landlord
the sum of Four Thousand Seven Hundred Fifty-Four & 50/100 ($4,754.50) Dollars,
which shall be returned to Tenant, without interest, upon the expiration of this
Lease, provided that Tenant has fully and faithfully performed all of the terms,
convenants and conditions on its part to be performed. Landlord shall have the
right (but not the obligation) to apply any part of said deposit to cure any
default of Tenant and if Landlord does so, Tenant shall, upon demand, deposit
with Landlord the amount so applied so that Landlord shall have the full
deposit on hand at all times during the term of this lease. Landlord shall not
be obligated to keep such security deposit as a separate fund but may mix such
security deposit with Landlord's own funds.
24a. In the event of a sale of the building, or of the lease
of the land on which it stands, the Landlord shall have the right to transfer
this security to the vendee or lessee and the Landlord shall be considered
released by Tenant from all liability for the return of such security and Tenant
shall look solely to the new Landlord for the return of the said security. It
is agreed that this shall apply to every transfer or assignment made of the
security to a new landlord. The security deposited under this lease shall not be
mortgaged, assigned or encumbered by Tenant without the written consent of
Landlord and any attempt to do so shall be void. In the event of any rightful
and permitted assignment of this lease, the security deposit shall be deemed to
be held by Landlord as a deposit made by the assignee and Landlord shall have
not further liability with respect to the return of
said security deposit to the assignor. Any mortgage of Landlord shall be
relieved and released from any obligation of return such security in the event
such mortgagee comes into possession of the leased Premises and/or the
Building by reason of foreclosure of its security interest or any proceeding in
lieu thereof.
RENEWAL 26. Tenant shall have the option to extend this lease for
an additional period of three years with the same terms and
conditions contained herein, except that the rental shall be negotiated at the
time of renewal.
HOLDING OVER 27. If Tenant holds over after the term of this lease, it
is agreed that the tenancy thereafter shall be from month to
month only, subject to all the conditions and terms of this lease, except that
Tenant shall be obligated to pay therefor a monthly rental, equal to 125% of
the monthly rent in effect and payable under the terms immediately preceding the
hold over period under the terms of this lease. The provisions of this Section
shall not waive nor in any way affect Landlord's right to re-enter and
re-possess the Premises as elsewhere provided in this lease or as provided by
law; but in the event that Tenant shall fail after demand by Landlord to deliver
up possession to Landlord upon any termination of this lease (whether at the end
of the term, or earlier upon Tenant's default, or otherwise), Tenant shall be
liable to Landlord for the rent hereinbefore provided but without any rights of
tenancy and solely as one forcibly detaining possession of the Premises.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of
the day and year first above written.
LANDLORD: ROYAL MANAGEMENT COMPANY WITNESS:
/s/ Xxxxxx Xxxxxxxxxxx /s/ [ILLEGIBLE]
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XXXXXXX XXXXXXXXXXX
DIRECTOR OF OPERATIONS
TENANT: SPECTRUM MANAGED CARE OF CALIFORNIA WITNESS:
/s/ Xxxx Xxxxxxx Exec. VP /s/ [ILLEGIBLE]
------------------------------------------- ----------------------------------
Xxxx Xxxxxxx
Date: 3/29/01 Date: 3/29/01
STATE OF MICHIGAN )
)SS.
COUNTY OF OAKLAND )
On this ____ day of _____________________, ________,
before me, a notary public in and for said county, personally
appeared known to me to be the person described in and who
executed the within instrument and then acknowledged the
execution thereof to be his/her free act and deed.
Notary Public, Oakland County, Michigan
My commission expires:
LEASE RIDER
1. Landlord will provide new building standard carpet, except for the
conference room and the two north offices. Landlord will provide building
standard paint throughout the leased Premises.
2. Landlord will provide buildout according to attached space plan. Said
plan shall be mutually agreed to and approved by Landlord and Tenant prior to
commencing the improvements. The approved plan shall be attached as an exhibit
to the lease.
3. Landlord will remove sink from existing office.
4. Landlord will replace vinyl tile in one (1) bathroom and one (1) lunch
room.
5. Landlord and Tenant shall do their best to complete Tenant's
improvements after normal working hours.
6. Landlord shall xxxxx the second and the third month's rent by a total
of $8,993.15 (month three tenant will owe $515.85) in lieu of broker's
commission.
7. Hazardous Substances:
Landlord, to the best of his knowledge, provides a representation that
there are no hazardous substances located in or abut the Premises or
other parts of the Project. It shall be the responsibility of Landlord
at its sole cost and expense to remove any toxic materials prior to
the commencement of tenant improvement construction to indemnify and
hold Tenant harmless from any future action, which might occur as a
result of the presence of toxic materials.
8. Landlord states that the April's monthly rent due is $3,515.00 and the
current square footage equals 2,280. Upon completion of the expansion
space, the monthly rent due will be $4,754.60 and the total new square
footage will be 3,084.
LANDLORD: ROYAL MANAGEMENT COMPANY
/s/ Xxxxxx Xxxxxxxxxxx Date: 4-4-01
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XXXXXX XXXXXXXXXXX
DIRECTOR OF OPERATIONS
TENANT: SPECTRUM MANAGED CARE OF CALIFORNIA
/s/ Xxxx Xxxxxxx Exec. VP Date: 3/29/01
------------------------------------------ ----------
Xxxx Xxxxxxx
[PLAN]
[SPACE PLAN]
[PLAN]
