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EXHIBIT 10.22
THIS LEASE AGREEMENT IS SUBSCRIBED BY INMOBILIARIA XXXXX, X.X. DE C.V. TO BE
CALLED "XXXXX" REPRESENTED, WITHOUT DISTINCTION, BY MESSERS. XXXXXXX XXXXX
XXXXXX OR XXXXXXX XXXXX XXXXXX AS THE TENANT ON ONE SIDE AND XXXXXXXX MICRO
SCIENCE, S.A. DE C.V. TO BE CALLED "XXXXXXXX MICRO SCIENCE" AS THE LESSEE,
REPRESENTED BY Q.F.B. XXXXX DEL XXXXXX XXXXX XXXX, IN HER CHARGE OF GENERAL
REPRESENTATIVE AND "BIENES RAICES XXXXXXXX, X.X. DE C.V." TO BE CALLED "BIENES"
AS THE BAIL, REPRESENTED BY C.P. XXXXXXX XXXXXXXXXX XXXXXX, ON THE OTHER SIDE.
ALL OF THE ABOVE BECOME LIABLE ACCORDING TO THE FOLLOWING DECLARATIONS AND
CLAUSES.
D E C L A R A T I O N S
1. The representative of "XXXXX" declares:
a) That it has enough competence and legal faculty to become liable in the
terms and conditions of this lease agreement, according to the legal
documents attached to this contract that are part of this same contract.
b) That "XXXXX" wants to lease to "XXXXXXXX MICRO SCIENCE" the property
covered by this contract and that this property has all the proper
authorizations from the local, state and federal authorities to be used as
industrial plant and administrative offices.
c) That its legal address is Xxxxx Xxxx 22 Ind. Cuamatia, Cuautitlan
Izcalli, Mexico and it is mentioned for all the effects that could develop
from this contract.
II. The representative of "XXXXXXXX MICRO SCIENCE" declares:
a) That it has legal faculty to become liable in the terms and conditions
mentioned in this contract, according to the legal documents attached to
this contract that are part of this same contract.
b) That the represented company is a Mexican society legally established and
its objective is to sanitize and sterilize all kind of products, as well
as a laboratory to support the sanitary regulations.
c) That its legal address is Xxxxx Xxxx 22 Ind. Cuamatia, Cuautitlan
Izcalli, Mexico, that is mentioned for all the effects that could develop
from this contract.
d) That it wants to get a lease agreement on the property motive of this
contract to install its industrial plant in this same address.
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III. The representative of "BIENES" declares:
a) That the represented company is a Mexican society legally established and
that it has the legal faculties to subscribe this contract as bail of
"XXXXXXXX MICRO SCIENCE", according to the legal documents attached to
this contract that are part of the same.
b) That its legal address is Xxxxxxxxx Xxxxxxxxx-Xxxxxxxx, Xxxxxxxxx 00
0/0, Xxxxx Xxxxxxxx, Nuevo Xxxx, that is mentioned for all the effects
that could develop from this contract.
According to the previous declarations and after recognizing the representation
of the parts in this contract, they are willing to become liable to the
following:
C L A U S E S
FIRST - OBJECTIVE
In its character of tenant "XXXXX" leases to "XXXXXXXX MICRO SCIENCE", that as
the lessee, takes the land and constructions located and Xxxxx Xxxx 22 Ind.
Cuamatia, Cuautitlan Izcalli, Mexico. They consist of the following surfaces
and facilities, that are described in Attachment I for more clarity, that
becomes a part of this contract after it has been duly signed by the parts.
Industrial plant with a surface of 2,630.00 m2
Offices on 1st floor and 2nd floor in the plant 468.60 m2
Green areas 352.43 m2
Parking lot 239.20 m2
Entrance Area 232.33 m2
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3,922.56 m2
SECOND - TERM
The duration of this contract is of five ruling years for both parties, the
effectivity is from 1st March 1998 to 28 February 2003.
If any of the parties want to end or continue the contract at the ending date,
a written notification should be made to the other party with a minimum of 90
days in advance.
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THIRD - PRICE
"XXXXXXXX MICRO SCIENCE" will pay to "XXXXX" as monthly payment for rent of the
property described in the First Clause, the amount of ------------------------
$102,603.16 (A HUNDRED AND TWO THOUSAND SIX HUNDRED AND THREE 16/100 MEXICAN
PESOS) plus the I.V.A. (Value Added Tax or other tax determined). The amount
should be covered as advanced monthly payments within the first ten (10) days
of each month, against the submission of the legal receipt that should cover
all the applicable fiscal regulations.
The rent would include natural months and it should be covered completely, even
when the property is in use for periods less than a month.
FOURTH - PRICE INCREASE
Once the first twelve months of rent have passed, the monthly rent that
"XXXXXXXX MICRO SCIENCE" would pay to "XXXXX", according to the previous
clause, will increase 100% the percentage of inflation determined by Banco de
Mexico, S.A., according to the General Price Index to the Consumer. In the
case that the mentioned index is not longer used or published, the substitute
index will be considered.
It is understood that if a drastic change in the economic situation of the
country (excessive inflation, devaluation of the peso, etc.) takes place, it
will cause the revision of the rent price.
FIFTH - PENAL CLAUSE
If the rented property is not vacant by the end of this contract, the lessee
should pay, as monthly rent, the equivalent payment paid at the fifth year of
this contract plus 150% (A HUNDRED AND FIFTY PERCENT) of the inflation
percentage of the previous year.
This last rent will rule for the sixth year and the next years. If the lessee
continues, automatic increases similar to the mentioned in the first paragraph
will take place.
All of the above will be applicable, unless a new contract is settled and
signed.
SIXTH - SERVICES
"XXXXXXXX MICRO SCIENCE" should pay and contract on its own and change the
electric power needed to perform its activities. Also, "XXXXXXXX MICRO
SCIENCE" will cover the charges for water consumption.
"XXXXXXXX MICRO SCIENCE" receives from "XXXXX" four telephone lines, which
should be returned free of debts when the property is vacant. The telephone
numbers are: 000-00-00, 000-00-00, 000-00-00 and 000-00-00.
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SEVENTH - PROPOSE
The property, motive of this lease contract, will be used by "XXXXXXXX MICRO
SCIENCE" to install a plant to sanitize and sterilize all kind of products, as
well as a laboratory to support the sanitary regulations.
EIGHTH - FACILITIES
"XXXXX" authorizes "XXXXXXXX MICRO SCIENCE" categorically to make the
adaptations, installations and arrangements within the property that would be
necessary to accomplish its objectives. For the leased property to cover all
the required areas to perform the industrial activities and commercial and
administrative operations expressed but not limited, mentioned in the above
clause.
The above mentioned authorization will be conditioned to the avoidance of any
modifications that would affect the basic structure of the installations at the
time of designation of the property. These installations are included in the
attached inventory, that is part of this contract. "XXXXXXXX MICRO SCIENCE" is
under the obligation to return the property according to this inventory, except
for the normal detriment due to usage.
"XXXXXXXX MICRO SCIENCE" is committed to return the property according to the
inventory including all the installations that would have been done.
NINETH - TAXES
"XXXXXXXX MICRO SCIENCE" will cover exclusively the value-added tax derived
from the rent. The property taxes of the accounts registered for this
property, as well as the revenues or any other taxes, rights and duties will be
covered by "XXXXX".
TENTH - SUB-LEASING
"XXXXXXXX MICRO SCIENCE" is allowed to sub-lease the property, totally or
partially, providing that a written authorization is granted by "XXXXX".
"XXXXX" shall not deny the authorization in the cases that the term in force of
the contract or contracts of sub-leasing does not exceed the term in force for
the present contract. Also, that the sub-lessee would be a Mexican company
that belongs to the same group of economic interests as "XXXXXXXX MICRO
SCIENCE" belongs.
After the sub-leasing contract, the sub-lessee will be obliged to the same
terms that "XXXXXXXX MICRO SCIENCE" is, under the present contract. Besides,
"XXXXXXXX MICRO SCIENCE" will remain responsible as if it continued using and
enjoying the property under this contract before "XXXXX".
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ELEVENTH - JURISDICTION
For all matters related to interpretation and fulfilment of this contract, the
parties agree to observe the jurisdiction and competence of the courts of the
Federal District and the dispositions of the Civil Code of the Federal
District. They refuse any other tribunals that would apply due to their
present or future addresses or for any other reason.
TWELFTH - INSURANCE
"XXXXXXXX MICRO SCIENCE" will take an insurance on behalf of "XXXXX" that will
cover the rented property against Explosion, Fire, Earthquakes and Civil
Responsibility. It will also be responsible to insure all its belongings
inside the place without responsibility for "XXXXX" and should provide an
updated copy of the insurance to "XXXXX".
THIRTEENTH - STRIKE OR CLOSING
In the case that the activities developed in the rented property are suspended
due to strike, closing, sinister or other causes, the lessee and its bails
agree to pay on time the rent and other benefits outlined in this contract for
the time that the situation remains.
The parties understand the extent, effects and force of the contents of each
clause of this contract. They sign it in conformity on the margin of all and
each of its pages and on the bottom of this page in Mexico, Distrito Federal on
the First Day of March 1998.
"THE TENANT" "THE LESSEE"
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INMOBILIARIA XXXXX, X.X. DE X.X. XXXXXXXX MICRO SCIENCE, S.A. DE X.X.
XX. XXXXXXX XXXXX S. Q.F.B. MA. DEL XXXXXX XXXXX LARA
"THE BAIL"
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BIENES RAICES XXXXXXXX, X.X. DE C.V.
C.P. XXXXXXX XXXXXXXXXX XXXXXX
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