EXHIBIT 10.3
SUBLEASE AND CONSENT
This Sublease and Consent is entered into March 22, 2002, by Innovative Health
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Products, Inc., a Florida corporation authorized to do business in Florida
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("Subtenant-A") and Herbal Health Products, Inc. d/b/a Dynamic Life, Inc.,
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("Subtenant-B") for 5200 square feet of commercial space comprised of 3200
square feet of office and 2000 square feet of warehouse space located at 12399
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Xxxxxxx Xxxx #000, Xxxxx, XX 00000.
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Whereas Innovative Health Products, Inc. as subtenant, The Paddock, Inc., as
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tenant and Yale Mosk & Co., as landlord entered into a lease dated February 25,
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2002, for 10,000+- square feet of commercial space located at 00000 Xxxxxxx Xxxx
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#000, Xxxxx, XX 00000. Described in Exhibit A (the "Sublet Premises")
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Whereas The Paddock, Inc., as tenant and Yale Mosk & Co., as landlord entered
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into a lease dated October 1, 1999, for 10,000+- square feet of commercial space
located at 00000 Xxxxxxx Xxxx #000, Xxxxx, XX 00000. Described in Exhibit A (the
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"Sublet Premises")
Now, therefore, Subtenant-A and Subtenant-B, in consideration of the following
mutual covenants, agree:
1. Sublease Subtenant-A shall sublease to Subtenant-B and Subtenant-B shall
sublet from Subtenant-A the Sublet Premises. Subtenant-B shall use the
Premises only for office/warehouse purposes and for no other purposes.
2. Sublet Term
2.1 The term of this Sublease shall begin March 22, 2002 (the
"Commencement Date") and ends on March 31, 2003, with an option to
continue to lease subsequent to March 31, 2003 on a month to month
basis through January 10, 2004 unless terminated earlier as provided
in this Sublease and Consent.
2.2 If Subtenant-A is unable to deliver possession of the Sublet Premises
on the Commencement Date to Subtenant-B, for any reason, there shall
be no extension of the Sublease and neither Subtenant-A, Tenant nor
Landlord shall have any liability to Subtenant-B for direct,
consequential, or other damages.
2.3 Any holding over by Subtenant-B, (Herbal Health Products, Inc. d/b/a
Dynamic Life, Inc.), by lapse of time or otherwise shall not operate
to extend or renew this agreement except by mutual written agreement
by all the parties listed, including Landlord and Subtenant-A listed
above hereto. In the absence of such written agreement, Subtenant-B
shall continue in possession of the leased premises as a month to
month tenant only, except that the monthly rental shall be increased
to an amount equal to 2 times the previous full monthly installment
amount shown above. Termination thereafter may be by either party with
30 days prior written notice.
3. Rent
3.1 Subtenant-B shall to pay Subtenant-A, Two Thousand Seven Hundred
Eighty Two and xx/100 Dollars ($2,782.00) per month as rent for the
Sublet Premises. This amount includes all applicable sales tax and any
other charges applicable with respect to the Sublet Premises. In
addition, Subtenant-B shall remit 50% of the monthly Florida Power and
50% of the installation and monthly Security System xxxx (vendor to be
determined and agreed upon jointly) to Subtenant-A representing
reimbursement to Subtenant-A for costs, taxes and fees incurred with
providing electrical power and Security. All Telephone Costs are the
responsibility of Subtenant-B.
3.2 If Subtenant fails to pay, when due, any sums due under this Sublease,
the unpaid amounts shall bear interest from the due date to the date
of payment at the highest rate allowed by law. Any money required to
be paid pursuant to this Sublease shall be considered additional rent.
3.3 Upon the execution of this lease, Sub Tenant-B shall deposit with
SubTenant-A a check totaling $(6,461.42) representing the prorated
amount of $(897.42) representing March 2002 prorated rent amount
inclusive of sales tax, April 2002 rent inclusive of sales tax, in the
amount of $(2,782.00), plus the sum of $(2,782.00), as security
deposit for the performance of Sub-Lessee's obligations under this
lease including, without limitation, the surrender of possession of
the leased premises to Landlord as provided herein, it being expressly
understood and agreed that such deposit is not an advance rental
deposit or a measure of Landlord's, Tenant's, or SubTenant-A's damages
in case of Subtenant-B's default. If Subtenant-A applies any part of
the security deposit to cure any default of Sub-Lessee, Sub-Lessee
shall, upon demand, deposit with Subtenant-A the amount so applied so
that Landlord shall have the full deposit on hand at all times during
the term of this lease. This
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security deposit may be commingled with other deposits held by
SubTenant-A; no interest shall be due in connection therewith and
SubTenant-A shall not be obligated to apply the security deposit to
rents or other charges in arrears or to damages for Sub-Lessee's
failure to perform under the lease. However, Subtenant-A may so apply
the security deposit at Subtenant-A's option, and Subtenant-A's right
to possession of the leased premises for nonpayment of rent or for any
other reason shall not in any way be affected by reason of the fact
that SubTenant-A holds such security deposit.
4. Insurance. Subtenant-B shall obtain, maintain and pay for insurance
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policies of the type and in the amounts as required below. All insurance
policies shall be in insurance companies licensed to do business in the
State of Florida, satisfactory to Subtenant-A, and shall name Landlord, its
managing agent, and Tenant, as additional parties insured. Each policy
shall contain an agreement by the insurer that the policy shall not be
canceled without thirty (30) days' prior notice to Subtenant-A and Landlord
by certified mail. If Subtenant-B fails to deliver any of the certificates
required in this Sublease, SubTenant-A may either terminate this Sublease
or procure the insurance and pay the premiums. The premiums shall be deemed
additional rent and shall be payable by Subtenant-B to Subtenant-A, with
interest, immediately upon demand. The waiver of subrogation set forth
below shall apply as between Subtenant-B and Subtenant-A, Subtenant-B and
Tenant and Subtenant-B and Landlord.
(a) Real and personal property insurance
(1) Lessor's property. Except as noted below, Landlord shall bear all
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risks of loss or physical damage to the building, the leased premises
and the common areas of the project which is caused by fire or other
casualty, or by any other cause whatsoever including the negligence of
Tenant, Subtenant-A and Subtenant-B, its agents, servants, employees,
licensees, invitees, guests; provided, however, that Lessor shall not
be responsible for loss or damage to any alterations, additions or
fixtures installed by SubTenant-B, or for the breakage of windows,
doors, glass or plate glass which remains the sole responsibility of
SubTenant-B to the extent not covered by insurance.
(2) Waiver of subrogation. Landlord, SubTenant-A and SubTenant-B hereby
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waive any and all rights which they may have against the other and
hereby release each other from all liability or responsibility to the
other or anyone claiming through or under them by way of subrogation
or otherwise, for any loss or damage to the leased premises, the
building, the project, the common areas or any property therein caused
by fire or other casualty, even if such fire or other casualty was
caused by the fault or negligence of the other party, their respective
agents servants, employees, licenses, invitees or guests. All fire and
extended coverage insurance policies carried by the respective parties
on the lease premises the building the project the common areas or any
property therein shall allow the insured to waive its right of
subrogation against the other party prior to loss.
(3) SubTenant-B property. All personal property belonging to SubTenant-B,
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or to their agents, servants, employees, licensees, invitees or guests
which is located in or about the building or the leased premises shall
be there at the sole risk of SubTenant-B or such other person. Neither
Landlord, Tenant, nor Subtenant-A nor any of their agents shall be
liable for any damage to either the person or the property of
SubTenant-B or for the loss of or interruption to business, or for the
loss of or damage to any of the property of Subtenant-B, by theft or
from any other cause whatsoever. Neither Landlord, Tenant or
SubTenant-A nor their agents shall be liable for any loss or damage
caused by other tenants, if any, or persons in the leased premises, or
caused by operations in the construction of any private, public or
quasi public work. It is expressly agreed that it shall be the sole
obligation of SubTenant-B to insure, at its expense, any and all
property of any nature whatsoever of SubTenant-B's located on the
leased premises.
(4) Public Liability Insurance.
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(1) During the term of the lease, and any month to month extension
thereof, SubTenant-B shall, at its own expense, maintain and
provide general liability insurance coverage for the benefit and
protection of SubTenant-B, SubTenant-A, Tenant, and Landlord in
an amount not less than $1,000,000 combined single limit for
personal injury, bodily injury and property damage.
(2) SubTenant-B hereby agrees to indemnify, protect, save and hold
harmless the Landlord, Tenant, and SubTenant-A, its respective
representative, agents, servants, and employees from and against
any and all loss, cost and expense arising out of or connected
with the use of the occupancy of the leased premises or common
areas by SubTenant-B and/or by any of SubTenant-B's
representatives, agents servants, employees, licensees, invitees
or guests pursuant to this lease
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which use or occupancy results in any injury, sickness or death,
or alleged injury, sickness or death whatsoever to third person
and/or their property. In the event that any such claim is
alleged against Landlord, Tenant, SubTenant-A and/or its
successors or assigns by anyone arising out of the use or
occupancy of the leased premises or the common areas by
SubTenant-B or by its representatives, agents, servants,
employees, licensees, invitees or guests, it is expressly
understood and agreed that SubTenant-B shall take over the
defense of each and every claim promptly and pay all attorney's
fees verdicts, judgements, settlement payments and all other
costs and expenses whatsoever incurred in connection with the
defense of all such claims, without exception it being expressly
understood that SubTenant-B shall be and remain fully responsible
for all such claims, without exception, it being expressly
understood that SubTenant-B shall be and remain fully responsible
for all such claims and will hold Landlord, Tenant, and
SubTenant-A harmless from and against any cost or expense
whatsoever.
5. Indemnification
5.1 Subtenant-B shall indemnify and hold Subtenant-A, Tenant and Landlord
harmless against all claims, actions, damages, and expense in
connection with the loss of life, personal injury or damage to
property arising out of the occupancy or use by Subtenant-B of the
Premises, or caused by any act or omission of Subtenant-B, its agents,
employees, lessees or concessionaires. If Subtenant-A,Tenant or
Landlord is made a party to any litigation commenced by or against
Subtenant-B, then Subtenant-B shall protect and hold them harmless and
shall pay all costs, expenses, and reasonable attorney's fees incurred
by them in connection with the litigation.
5.2 Tenant and Subtenant-A shall indemnify and hold Subtenant-B harmless
against all claims, actions, damages, and expense related to any
liens, encumbrances, or Hazardous Substances affecting the Premised
prior to the commencement of the term of this Sublease. However,
Subtenant-A and Tenant shall first have been given written notice of
and an opportunity to defend against such matters.
6. Conditions and Maintenance of the Sublet Premises
6.1 SubTenant-A will turn over the Sublet Premises to Subtenant-B in broom
swept condition. Except as otherwise provided in this paragraph,
Subtenant-B shall accept the Sublet Premises in "AS IS" condition.
6.2 Subtenant-B shall not commit or permit to be committed any act or
omission which shall violate any term or condition of the Lease.
Subtenant-B shall comply with all applicable laws, ordinances, rules,
and regulations affecting the Sublet Premises. Subtenant-B shall be
responsible for any alteration or improvement required as a result of
Subtenant-B's specific use of the Premise. However, no alteration or
improvement may be made, for any reason, without the prior written
consent of Landlord and Tenant.
6.3 Subtenant-B shall return the Sublet Premises in as good a condition as
when received, reasonable wear and tear excepted; provided, however,
that Subtenant-B shall not be responsible for making any extraordinary
repairs or replacements to the Sublet Premises during the term hereof,
unless such repairs or replacements resulted form Subtenant-B's misuse
of or alterations to the Sublet Premises or its negligence or willful
misconduct (or that of its employees, agents or contractors).
Subtenant-B shall, at Subtenant-B's expense, maintain and repair,
including replacement if necessary, the Sublet Premises and all
building systems supporting the Sublet Premises, including the alarm,
sprinkler systems, plumbing, electrical, doors and windows, However,
Subtenant-B shall not be responsible for maintaining or repairing the
roof, foundation, or structure of the Sublet Premises unless the need
for repair was caused by Subtenant-B's misuse, negligence or willful
misconduct.
6.4 Upon the termination of this tenancy, Subtenant-B shall peaceably
surrender the Sublet Premises in the same condition as the Sublet
Premises was in upon the Commencement Date, reasonable wear and tear
excepted.
7. No Assignment or Sublease. Subtenant-B shall not assign this Sublease in
whole or in part, nor sublet all or any part of the Sublet Premises without
written consent of Landlord, tenant and Subtenant-A.
8. Subject to Lease. This Sublease is subject and subordinate to the terms and
conditions of the Lease and to any and all mortgages, which may now or
hereafter affect the Premises. This Sublease shall automatically terminate
if the Lease terminates for any reason, whether by voluntary termination
and surrender or
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otherwise. Except as specifically modified by this Sublease and Consent,
Subtenant-B is bound by the terms of the Lease.
This sublease is subject to all deed restrictions of record.
The subtenant-B agrees to be bound by and to comply with all rules
and regulations of the landlord currently in effect, or hereinafter
promulgated. It is understood and agreed that noncompliance shall
constitute a breach of the lease and sublease.
The subtenant-B shall not make any changes or alterations to the
premises without the prior written consent of the landlord. If
landlord consents to any changes or alterations, subtenant-B agrees,
prior to vacating the premises, to restore the premises as they were
before the changes or alterations, or at the option of the landlord
to pay the landlord a sum as determined by the landlord to be the
reasonable cost of making the restoration.
9. Default.
9.1 The following shall be considered "Events of Default"
a. Failure of Subtenant-B to pay, when due, any installment of rent or
additional rent or any other sum payable by Subtenant under this
Lease.
b. Breach by Subtenant-B of any term of this Sublease or the Lease,
which continues unremedied by Subtenant-B for a period of seven (7)
days after written notice has been given to Subtenant-B by Landlord,
tenant or by Subtenant-A.
c. The insolvency of Subtenant-B as evidenced by an assignment by
Subtenant-B for the benefit of creditors, a petition in bankruptcy
or for reorganization or an arrangement under any bankruptcy or
insolvency law filed voluntarily by Subtenant-B, an adjudication of
Subtenant-B as a bankrupt, the issuance by any court of an order for
relief as to Subtenant-B, the filing against Subtenant-B of a
petition for appointment of a receiver for all or any part of
Subtenant-B's assets either in Bankruptcy or other insolvency
proceedings, unless the proceedings are stayed or dismissed within
sixty (60) days of filing, or the levy against any portion of the
assets of Subtenant-B. If an order for relief is granted
Subtenant-B, or any party claiming on behalf of Subtenant-B,
Subtenant-B shall be deemed to have given adequate assurances only
if Tenant and Landlord is reasonably assured that party of
substantial financial strength will continue occupancy of the Sublet
Premises, continue to pay rent and in general be in a position to
operate a business on the Sublet Premises for a term of more than
one year.
9.2 In addition to all other remedies provided by law, Subtenant-A and
Tenant shall have all remedies provided to Landlord under the Lease.
9.3 This Sublease shall be a Security Agreement under the Uniform
Commercial Code as enacted effective and amended in the Sate of
Florida, as to all property of Sublet Premises. Subtenant-B shall
execute all financing statements or other documents required to
perfect such security.
9.4 Subtenant-B shall pay to SubTenant-A, as additional rent upon demand,
all of SubTenant-A's costs, including without limitation the
reasonable attorney's fees, agents and others retained by SubTenant-A
to enforce Subtenant-B's obligations under this Sublease and also any
costs or fees incurred by Subtenant-A in any litigation in which
SubTenant-A, without SubTenant-A's fault, becomes involved by reason
of this Sublease or by the relationship of SubTenant-B and Subtenant-A
under this Sublease.
9.5 All of SubTenant-A's remedies under this Sublease and at law and
equity shall be cumulative and concurrent.
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10 Miscellaneous.
10.1 SubTenant-A shall have the right to strictly enforce all terms of
this Sublease. The failure of SubTenantA to enforce its rights
strictly shall not be construed as having created a custom contrary
to any specific term of this Sublease, or as having in any way or
manner modified the Sublease.
10.2 Neither Subtenant-A, Tenant nor Landlord shall be liable for any
injury or damage to persons or property occurring on the Premises.
All property of Subtenant-B kept or stored on the Sublet Premises
shall be kept or stored at the risk of Subtenant-B. Subtenant-B shall
hold Subtenant-A, Tenant and Landlord harmless from any claims
arising out of damage to the same, including subrogation claims by
Subtenant-B's insurance carrier.
10.3 Subtenant-B shall pay double the amount of Subtenant-A's daily rent
for each day Subtenant-B retains possession of the Sublet Premises
after termination and also pay all damages sustained by Subtenant-A
and Tenant because of such retention. Acceptance by SubTenant-A of
rent after termination shall not constitute a renewal.
10.4 All notices shall be served in writing forwarded by hand delivery, by
registered or certified mail, postage prepaid, or by overnight
delivery service, addressed as follows:
To Landlord at: Yale Mosk & Co. 12397 Xxxxxxx Road, suite 270,
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Xxxxx, Xx. 00000
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To Tenant at: The Paddock, Inc. 000 Xxxx Xxxx XX Xxx 00 /
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Xxxxxxxxxxx, XX 00000
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To Subtenant-A at: Innovative Health Products, Inc. / 6950 Xxxxx
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Xxxxx Xxxx / Xxxxx, XX 00000
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To Subtenant-B at: Herbal Health Products, Inc. d/b/a/ Dynamic
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Life, Inc., 00000 Xxxxxxx Xxxx, #000, Xxxxx, XX 00000
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10.5 This Sublease shall be binding upon the parties and their successors
and assigns.
10.6 Upon performance of all the terms on Subtenant-B's part to be
performed, Subtenant-B shall peaceably and quietly hold and enjoy the
Sublet Premises for the term without hindrance or interruption by
Subtenant-A or by Tenant, subject to the terms of this Sublease and
the Lease.
10.7 Waiver by SubTenant-A of any breach of any term of this Sublease
shall not be a waiver of any subsequent breach of the same or any
other term. Acceptance of rent by SubTenant-A shall not be a waiver
of any preceding breach other than the failure to pay the particular
rent accepted. No covenant of this Sublease shall be waived by
SubTenant-A unless the waiver is in writing, signed by SubTenant-A.
10.8 This Sublease and its Exhibits set forth the entire agreement between
the parties and may be modified only in writing, signed by both
parties.
10.9 If any term of this Sublease or the application to any person or
circumstance shall be invalid or unenforceable, the remainder of this
Sublease, or the application of the covenant to persons or
circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected.
10.10 Upon at least twenty-four (24) hours verbal notice to Subtenant-B
(except in cases of emergency, in which case no prior notice is required),
Subtenant-A and Tenant shall have the right, without abatement of rent, to
enter the Sublet Premises at any reasonable hour during normal business
hours (except in the cases of emergency) to examine the same, or to make
such repairs and alterations as SubTenant-A and/or Tenant shall deem
necessary for the safety and preservation of the Sublet Premises, and also
to exhibit the Sublet Premises for let or sale.
IN WITNESS WHEREOF, SubTenant-A and Subtenant-B have signed and sealed this
Sublease as of the day and year first above written.
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WITNESSES: SUBTENANT-A: Innovative Health Products
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___________________________________ By: /s/ Xxxxx Xxxx-Xxxxxxx Date: 4/11/02
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Print Name:________________________ Print Name: /s/ Xxxxx Xxxx-Xxxxxxx
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Title: VP/CFO
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___________________________________
Print Name:________________________
Herbal Health Products Inc.,
/s/ Xxxxx Xxxx SUBTENANT-B: d/b/a Dynamic Life, Inc.
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Print Name: Xxxxx Xxxx By: /s/ Xxxxxxx X. Xxxxxx Date: 4/11/02
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Print Name: /s/ Xxxxxxx X. Xxxxxx
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/s/ Xxxxxxxx Xxxx Title: President
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Print Name: Xxxxxxxx Xxxx
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CONSENT TO SUBLEASE
The undersigned consents to the subleasing the Premises to Herbal Health
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Products, Inc d/b/a Dynamic Life, Inc. Subtenant-B under the terms of the
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Sublease. This consent in no way releases Subtenant-A or Tenant from its
obligations under the Lease.
WITNESSES: LANDLORD: Yale Mosk & Co.
/s/ Xxxxx Xxxxxx By: /s/ Xxxx Xxxx
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Print Name: Xxxxx Xxxxxx Print Name: Xxxx Xxxx
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Title: President
___________________________________ ----------------------
Print Name:________________________
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