Exhibit 10.1.4
LEASE AMENDMENT THREE
(Space Reduction)
THIS LEASE AMENDMENT THREE ("Amendment") is made and entered into as
of the 23rd day of December, 2002, by and between CMD REALTY INVESTMENT
FUND II, L.P., an Illinois limited partnership ("Landlord"), and UNIVIEW
TECHNOLOGIES CORPORATION, a Texas corporation ("Tenant ").
A. Landlord and Tenant are the current parties to that certain
lease ("Original Lease") dated October 18, 1999, for premises currently
known as Suites 2050 and 2070 (the, "Premises") in the building (the
"Building") known as Bent Tree Green, located at 00000 Xxxxx Xxxxxx Xxxxxxx,
Xxxxxx, Xxxxx (the "Property," as may be further described below), as
amended by Lease Amendment One dated November 10, 1999, and Lease Amendment
Two dated January 10, 2000 (collectively, and as amended herein, the
"Lease").
B. Tenant desires to surrender a portion of the Premises to
Landlord, and Landlord is willing to accept such surrender on the terms and
provisions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and other good and valuable consideration, the parties do
hereby agree as follows:
1. Space Reduction; Remaining Premises. Effective on January 31,
2003 (the "Reduction Date"):
a. the space known as a portion of Suite 2050 (the "Reduction
Space"), which shall be deemed to contain 1,955 square feet of rentable
area, the approximate location of which is shown on Exhibit A hereto, shall
be subtracted from the Premises, and shall be deemed surrendered by Tenant
to Landlord, and the Lease shall be deemed terminated with respect thereto,
and
b. the balance of the Premises shall consist of the space known
as Suite 2070 and the remaining portion of 2050 (the "Remaining Premises"),
which shall be deemed to contain 749 and 6,248 square feet of rentable area
respectively, the approximate location of which is shown on Exhibit A
hereto.
2. Base Rent; Additional Rent; Tenant's Share. Tenant shall continue
to pay all rentals and other charges under the Lease until the Reduction
Date. Commencing on February 1, 2003; (a) Tenant shall pay Base Rent
through the expiration date under the Lease ("Expiration Date") in the
amount of $12,244.75 per month, and (b) "Tenant's Share" shall be five
and 054/1,000 percent (5.054%) with respect to the Remaining Premises.
3. Prorations. If the Reduction Date occurs other than on the
beginning of the applicable payment period under the Lease, Tenant's
obligations shall be prorated on a per diem basis. If any charges
respecting the Reduction Space have not been determined by the Reduction
Date, Tenant shall pay upon request Landlord's reasonable estimate of such
charges, subject to adjustment after the actual charges have been determined
(and Tenant shall remain liable for all rentals and other charges accruing
with respect to the Reduction Space prior to the Reduction Date).
4. Parking, Signs, Demising Wall and Other Matters. On the Reduction
Date: (a) any rights to parking spaces, directory board listings, or other
items provided under the Lease on a quantity basis shall, at Landlord's
option, be reduced pro rata based on the reduction in square footage
hereunder (and any remaining parking spaces available to Tenant shall,
at Landlord's option, be unreserved and/or uncovered), and (b) any other
exterior or interior sign rights provided under the Lease shall be deleted
(except any existing rights of Tenant under the Lease to have elevator lobby
signs on floors during any periods when Tenant is leasing and occupying all
rentable square footage thereon). Tenant shall promptly pay Landlord's
reasonable charges for removing such directory board listings and signs, as
additional rent; provided, at Landlord's option, Tenant shall cause such
signs to be removed in a good and workmanlike manner, in accordance with
the provisions of the Lease relating to work performed by Tenant, and as
otherwise approved or directed in writing by Landlord. Landlord reserves
the right to install a wall demising off the Reduction Space from the
Remaining Premises; in such case, Tenant shall promptly reimburse Landlord's
costs in connection therewith, as additional rent.
5. Other Terms; Certain Provisions Deleted. Tenant shall fully
comply with all obligations under the Lease respecting the Reduction Space
accruing through the Reduction Date, including those provisions relating
to the condition of the Reduction Space, and removal of Tenant's personal
property therefrom, upon termination or expiration of the Lease. On and
after the Reduction Date, all terms and conditions then or thereafter in
effect under the Lease, as amended herein, shall apply to the Remaining
Premises, except as provided to the contrary herein. Notwithstanding the
foregoing to the contrary, this Amendment is intended to supersede any
rights of Tenant under the Lease to expand, reduce or relocate the Premises,
or extend or renew the term of the Lease, or terminate the Lease early, and
all such provisions are hereby deleted.
6. Representations. Tenant represents that, except for a sublease
to Winterstone Financial, Ltd., it has not made any assignment, sublease,
transfer, conveyance of the Lease or any interest therein or in the
Reduction Space, and further represents that there is not and will not
hereafter be any claim, demand, obligation, liability, action or cause of
action by any other party respecting, relating to or arising out of the
Reduction Space, and agrees to indemnify and hold harmless Landlord and its
employees, agents and affiliates from all liabilities, expenses, claims,
demands, judgments, damages or costs arising from any of the same, including
without limitation attorney's fees. Tenant acknowledges that Landlord will
be relying on this Amendment in entering leases for the Reduction Space with
other parties. If Tenant shall violate any provision hereof, or if Tenant's
representations herein shall be false or materially misleading, Landlord
shall have the right to declare the reduction of the Premises under this
Amendment null and void, and to reinstate the Lease with respect to the
Reduction Space through the remainder of the current term, in addition, to
and not in lieu of, any other rights or remedies available to Landlord.
7. Confidentiality. Tenant shall keep the content and all copies
of this document and the Lease, all related documents or amendments now or
hereafter entered, and all proposals, materials, information and matters
relating thereto strictly confidential, and shall not disclose, disseminate
or distribute any of the same, or permit the same to occur, with respect to
any party other than Tenant's except to the extent reasonably required for
proper business purposes by Tenant's employees, attorneys, insurers,
auditors, lenders, and permitted successors and assigns (and Tenant shall
obligate any such other parties to whom disclosure is permitted to honor
the confidentiality provisions hereof), except as may be required by Law
or court proceedings.
8. Real Estate Brokers. Tenant represents and warrants that Tenant
has not dealt with any broker, agent or finder in connection with this
Amendment, and agrees to indemnify and hold Landlord, and it employees,
agents and affiliates harmless from all damages, judgments, liabilities and
expenses (including reasonable attorneys' fees) arising from any claims or
demands of any broker, agent or finder with whom Tenant has dealt for any
commission or fee alleged to be due in connection with this Amendment.
9. Guarantors. This Amendment shall be of no force or effect unless
and until accepted by any guarantors of the Lease, who by signing below
shall further confirm that their guarantee shall apply to the Lease as
amended herein.
10. Offer; Miscellaneous. Sections 11, 12, and 13 of Lease Amendment
Two are incorporated herein as though fully set forth.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first set forth above.
LANDLORD: CMD REALTY INVESTMENT FUND II, L.P.,
--------- an Illinois limited partnership
By: CMD/Fund II GP Investments, L.P.,
an Illinois limited partnership, its general partner
By: CMD XXXX II, Inc., an Illinois corporation,
its general partner
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, Vice President
TENANT: UNIVIEW TECHNOLOGIES CORPORATION
------- a Texas corporation
By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx Xxxxxx, President
