LEASE AGREEMENT WITH OPTION
This
Lease Agreement
made and entered into by and between INNOVATIVE INDUSTRIES,
LLC, a Mississippi Limited Liability Company, hereinafter referred to
as
LESSOR, and BIO SOLUTIONS INTERNATIONAL, INC., 00 Xxxxx Xxxx, Xxxxxxxxxxx,
XX
00000,
a Nevada Corporation, hereinafter referred to as LESSEE.
WITNESSETH:
I.
For
and
in consideration of the rentals hereinafter described Lessor does by these
presents lease, let and demise unto Lessee that certain real property and
improvements hereinafter described, being generally known as a portion of lands
and building at 0000 Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx Xxxxxx, Mississippi,
and
Lessee does hereby take and lease from Lessor said property, the same being
more
specifically described as follows:
12,000
square feet, more or less, of the South end of Lessor's building and part of
the
office space situated therein as agreed and which property and building is
situated at 0000 Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx Xxxxxx, Mississippi, being
a
portion of the following described real property, to-wit:
Lots
1
through 10 and vacant Duke Avenue South of said lots in Block 2 and also Lots
1
through 9 in Block 3 of the X.X. Xxxxxxx Subdivision of Block 16 of the X.X.
Xxxxxxx Survey of the City of Hattiesburg, Xxxxxxx County, Mississippi, being
located in a part of the SE 1/4 of the NE 1/4 of Section 15, Township 4 North,
Range 13 West, as shown by plat thereof appearing of record in the records
of
the Office of the Chancery Clerk of Xxxxxxx County, Mississippi.
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Lessor
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Lessee
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Innovative
Industries, LLC
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Bio
Solutions International, Inc.
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Mr.
A.D. XxXxxx
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Xxxxx
X. Xxxxxx, III
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X.X.
Xxx 000
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35
Power Lane
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Leakesville,
MS 39451
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Xxxxxxxxxxx,
XX 00000
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Said
lease term shall commence on the 1st day of May, 2002, and shall end on May
1,
2007.
II.
As
rental
for said premises and property hereby leased, Lessee covenants, agrees and
binds
itself to pay unto Lessor, its assigns or successors, the sum of $3,000.00
per
month, payable monthly in advance on or before the 1st day of each month during
the lease term, commencing on May 1, 2002, and a like monthly rental installment
on the 1st day of each and every month thereafter during the life of this Lease
Agreement, it being specifically understood and agreed that said monthly
installments of rent are payable in advance and non-payment of said monthly
rental installments shall constitute a breach of this lease.
III.
It
is
understood and agreed that the demised premises and property are leased solely
for the lawful operations of Lessee. Lessee shall at all times comply with
all
local, state and federal laws, ordinances, rules and regulations in its
operations conducted on said premises. Lessee will not use or occupy said
premises for any purpose deemed hazardous on account of fire or
otherwise.
IV.
Lessee
shall at its own expense maintain all leased property, both real and personal,
shall promptly make all repairs and replacements necessary to maintain the
same
in good operating condition, and shall return all of the same unto Lessor upon
expiration of this Lease in the same condition as the same now is at the
commencement of this Lease, reasonable wear and tear excepted. Lessee shall
maintain its equipment, rental space and surrounding areas in good and clean
condition at all times. Lessee's agreement hereunder shall include alterations
and repairs of the existing building to be made by Lessee at Lessee's expense
as
same may be approved in advance by Lessor for Lessee's use in its business
operation and all of which shall be made and completed within a reasonable
time
and which will not impair the use of any other portion of the building not
leased by the Lessee. Lessee agrees to complete all alterations and repairs
in a
timely manner at its own expense. Any such alterations and repairs which are
affixed to the building shall become the property of the Lessor as part of
the
building.
V.
Lessee
shall be responsible for and shall pay all privilege taxes and license fees
and
any and all other taxes arising out of the operation of its business on the
leased premises, including personal property taxes. Lessee shall make all
required deposits for its utilities and shall pay all charges for its utilities
incurred in its operations on said premises. Lessee further obligates itself
to
bring the building and improvements on the leased premises up to city and state
code requirements, if necessary, for opening the business operation of Lessee
and to accomplish same at Lessee's expense. Lessor shall pay 1/2 of the annual
real estate taxes assessed on the real estate and improvements and Lessee shall
pay 1/2 of the annual real estate taxes assessed on the real estate and
improvements. Such taxes for calendar year 2002 shall be pro-rated accordingly
with Lessee paying 1/2 of such taxes for May through December 2002
VI.
Lessor
shall secure fire, windstorm and extended insurance on all of said leased
property as described and in an amount satisfactory to Lessor. Lessee shall
pay
1/2 of such annual premiums as same become due with the 2002 premium to be
pro-rated the same as the 2002 real estate taxes. Lessee shall, at Lessee's
expense, secure owner's, landlord and tenant liability insurance insuring
against said liability and providing coverage for not less than One Million
Dollars ($1,000,000.00) for personal injury or death and Fifty Thousand Dollars
($50,000.00) for property damage for the protection of Lessor. Lessor shall
be
named as an insured on said liability insurance policy and shall be furnished
a
certificate from said insurance company and/or Lessee reflecting said coverage
and payment of the premium for the liability coverage. Lessee is solely
responsible for insuring its personal property on the leased premises. In the
event this Lease Agreement shall be cancelled while said liability policy is
in
effect, said policy shall be cancelled as of the date of termination of the
lease term, and Lessee shall be entitled to any refund received because of
the
cancellation of said policy. Lessor shall not be liable for any damage or injury
to Lessee or any other person or to any other property occurring on the leased
premises, or any part thereof, and Lessee shall indemnify and hold harmless
the
Lessor from any and all losses resulting from accident, injury or otherwise
which may occur on Lessee's premises during the lease term.
VII.
In
the
event the property leased hereby shall be damaged by fire, windstorm or other
hazards, Lessor shall have the option of rebuilding, repairing and/or replacing
the same with the proceeds from said hazard insurance policy or of retaining
said insurance proceeds and terminating this Lease Agreement. Should Lessor
elect to restore said damaged property, then Lessor shall have the obligation
to
restore said property within a reasonable time, and a pro rata share of said
rental shall not be payable by Lessee for the period when said property is
rendered unusable. Should only a portion of said leased property be rendered
unusable, Lessor shall remit unto or reduce for Lessee a fair and just portion
of said rent according to the unusable property, until Lessor has completely
restored the same. VIII. In addition to failure to properly pay installments
of
rent, it shall be construed to be a breach of this agreement if the Lessee
fails
to perform any condition herein undertaken, including but not limited to,
adjudication of bankruptcy, assignment for the benefit of creditors, appointment
of receiver, or levy upon any property of the Lessee by attachment or execution
where such property is located in or on the premises hereby leased, and in
such
event, the Lessor shall have the right to declare this instrument breached
by
the Lessee and to re-enter said premises and be in law entitled to the
possession thereof.
IX.
In
the
event that any part of the rent due hereunder is unpaid and in default, or
if
Lessee shall fail to keep or shall violate any other provision or agreement
herein contained, and if any of such default(s) shall have continued for a
period of thirty (30) days after Lessor's posting of written notice by certified
or registered mail to Lessee, postage prepaid, addressed to Lessee at the
address shown above, then, and in such event, Lessor, at its option,
may terminate this Lease
and
may re-enter, take and retain possession of said leased property; or Lessor,
at
its option,
may, without terminating this Lease
Agreement, enter into and on said premises and repossess said leased property
and may lease or relet said property in whole or in part and for such term
or
terms and at such consideration, rent and conditions as to the Lessor may be
deemed best, without prejudice to any rights or remedies which Lessor may have
for breach of this Lease Agreement by Lessee including unpaid rent. Failure
of
Lessor to exercise its rights hereunder arising from a default of Lessee shall
not be a waiver of any rights arising out of any additional, further or future
default by Lessee. A default, however, (except as to payment of rentals) shall
be deemed cured if Lessee in good faith commences performance requisite to
cure
said default which is satisfactory to Lessor within fifteen (15) days after
Lessor's posting of notice of the same and Lessee shall thereafter continuously
and with reasonable diligence proceed to complete the performance required
to
cure such default to the satisfaction of Lessor.
X.
Lessee
may not sublease or assign this Lease Agreement without the written consent
of
Lessor. This Lease Agreement may be amended only upon written mutual agreement
of the parties hereto.
XI.
Lessor
and Lessee agree that each will work with and cooperate with the other and
with
any other tenant in the joint use of the building so as to allow each occupant
of the property to reasonably and peacefully pursue its respective business
operation.
XII.
Lessor
does hereby grant unto Lessee the 1st option
to
renew its Lease
of
the demised/leased premises for an additional 5 year term following the
expiration of the term of this Lease Agreement upon such terms as are mutually
agreeable between Lessor and Lessee and provided that Lessee notifies Lessor
in
writing of it's exercise of the lease option within 90 days prior to the
expiration of the current term of this Lease Agreement and during which time
the
renewal option shall be exercised by the Lessee. In the event that Lessee does
not exercise it's option, then, and in such event, said option
to
extend this Lease Agreement
under such terms as may be mutually agreed upon for the 5 year option term
shall
automatically expire. If Lessee exercises its option, then any extension or
renewal of this Lease Agreement beyond the first five (5) years provided herein
shall be upon such terms as are mutually agreeable between the
parties.
XIII.
In
the
event of Lessee's breach and/or default of this Lease Agreement, Lessee shall
be
liable to Lessor for all expenses and damages incurred by Lessor as a result
thereof including, but not limited to, lost rents, court costs, attorney fees,
collection costs, and cost of repair and cleaning.
XIV.
The
parties agree that this Lease Agreement With Option
shall be interpreted under the laws of the State of Mississippi. WITNESS the
signatures of the parties hereto in duplicate on the dates set forth
herein.
| INNOVATIVE INDUSTRIES, LLC | ||
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| By: | /s/ A. D. XxXxxx | |
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| A. D. XxXxxx, Member | ||
| Date: | 5-8-02 | |
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| BIO SOLUTIONS INTERNATIONAL, INC | ||
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| By: | /s/ Xxxxx X. Xxxxxx, III | |
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| Xxxxx X. Xxxxxx, III President & Chairman | ||
| Date: | April 29, 2002 | |
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STATE
OF
MISSISSIPPI
COUNTY
OF
XXXXXXX
PERSONALLY
appeared before me, the undersigned authority in and for the above jurisdiction,
the within named A.D. XXXXXX, Member of INNOVATIVE INDUSTRIES, LLC, a
Mississippi Limited Liability Company, who acknowledged that he signed and
delivered the foregoing instrument on the day and year therein mentioned as
the
act of, and for and on behalf of said Limited Liability Company, after having
been duly authorized by said LLC so to do.
GIVEN
under my hand and official seal of office on this, the 8th
day of
May, A.D., 2002.
NOTARY
PUBLIC
My
Commission Expires:
STATE
OF
NEW JERSEY
COUNTY
OF
MONMOUTH
PERSONALLY
appeared before me, the undersigned authority in and for the above jurisdiction,
the within named XXXXX X. XXXXXX, III, President & Chairman of BIO SOLUTIONS
INTERNATIONAL, INC., a Corporation, who acknowledged that he signed and
delivered the foregoing instrument on the day and year therein mentioned as
the
act of, and for and on behalf of said Corporation, after having been duly
authorized by said Corporation so to do.
GIVEN
under my hand and official seal on this, the 29th
day of
April, A.D., 2002.
NOTARY
PUBLIC
My
Commission Expires:
INNOVATIVE
INDUSTRIES, LLC, RESOLUTION AND AUTHORIZATION REGARDING EXECUTION OF LEASE AGREEMENT WITH OPTION WITH BIO
SOLUTIONS
INTERNATIONAL, INC.
The
undersigned, being all of the Members of Innovative Industries, LLC, a
Mississippi Limited Liability Company, do hereby resolve and agree that A.D.
XxXxxx as Member of Innovative Industries, LLC, be, and he hereby is, authorized
to execute and deliver that certain Lease Agreement With Option by and between
Innovative Industries, LLC, a Mississippi
Limited Liability Company, and Bio Solutions International, Inc., a Nevada
Corporation, for rental of a portion of the premises owned by the LLC located
at
0000 Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx Xxxxxx, Mississippi, a copy of said
Lease Agreement With Option being
attached
hereto for reference purposes.
The
Members further resolve, agree and acknowledge that A.D. XxXxxx, as Member
of
Innovative Industries, LLC, is authorized to execute and deliver said Lease Agreement With Option for all
purposes and to
the same extent as if all three (3) of the undersigned Members of the LLC had
executed same and the Members further acknowledge and agree that this Resolution
and Authorization is granted A.D. XxXxxx in compliance with the Operating
Agreement of the LLC, it being the intention of all of the Members of the LLC
to
authorize A.D. XxXxxx to act for and on behalf of said LLC to the same extent
as
if all three (3) Members have/had done so and executed and delivered said Lease
Agreement.
WITNESS
OUR SIGNATURES on the dates indicated below.
| INNOVATIVE INDUSTRIES, LLC | ||
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| By: | /s/ A. D. XxXxxx | |
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| A. D. XxXxxx, Member | ||
| Date: | ||
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| By: | /s/ N. Xxxxx Xxxx | |
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| N. Xxxxx Xxxx, Member | ||
| Date: | ||
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| By: | /s/ Xxxxx X. Xxxxxx, III | |
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| Xxxxx X. Xxxxxx, III, Member | ||
| Date: | ||
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