Exhibit 10.16
TRANS-RESOURCES, INC.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
As of July 1, 2001
ESC Medical Systems, Ltd.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Re: Office Services Agreement
Dear Sirs:
This letter constitutes the Office Services Agreement pursuant to which
Trans-Resources, Inc. ("TRI") agrees to provide certain office support services
to its subtenant, ESC Medical Systems, Ltd. ("ESC").
1. In support of your occupancy under the Sublease (hereafter defined) TRI
agrees to have and make available its personnel and supplies during your
occupancy of the premises as follows and so long as you are making your
required payments hereunder and under the Sublease:
(a) Receptionist and telephone switchboard services;
(b) Overflow secretarial support;
(c) Use of TRI office equipment, including color printing, copying and
audio, visual aids;
(d) Purchasing assistance for your office supplies, food and beverages,
and other miscellaneous items used in your space;
(e) Computer and communication support, including installation, minor
repair, technical advice and other miscellaneous services;
(f) Coffee and beverage services;
(g) Catering support services; and
(h) Other similar office support functions, as needed, to the extent
personnel of TRI can perform such functions without the need of hiring
additional personnel.
All of the services provided pursuant to this agreement will be coordinated
by TRI's Office Manager.
2. For providing such services, ESC shall pay TRI a flat fee of $15,000 per
month for the term hereof payable on the first day of each month. If this
Agreement terminates early for any reason, ESC shall pay TRI a prorated
portion of the fee to and including the date of termination.
3. The term of this Agreement shall coincide with the term of the Agreement of
Sublease, dated as of June 1, 2001, between us ("Sublease"), and if for any
reason the Sublease shall terminate or expire then this Agreement will
terminate. In addition to the foregoing, this Agreement may be terminated
as follows:
(a) Either party may terminate this Agreement in the event of a material
breach of this Agreement by the other party, but only if such breach
has not been cured by the defaulting party within twenty (20) days
after its receipt of written notice from the non-defaulting party of
such material breach, together with a written description of the full
particulars thereof; or
(b) Either party may terminate this Agreement immediately upon written
notice of termination to the other party; in the event the other party
shall: (i) become insolvent; (ii) make an assignment for the benefit
of creditors; (iii) file a voluntary bankruptcy petition; (iv)
acquiesce to any involuntary bankruptcy petition; or (v) be
adjudicated bankrupt.
4. This Agreement shall be binding upon and shall inure to the benefit of each
party and its successors and assigns. Neither party may assign any rights
or obligations hereunder without the prior written consent of the other
party.
5. This Agreement represents the entire agreement of the parties with respect
to its subject matter, and supersedes all other agreements, discussions or
understandings concerning its subject matter. It may only be modified by a
written instrument signed by both parties.
6. Any notice, request, or other communication to either party by the other
concerning the terms and conditions of this Agreement shall be in writing
and shall be deemed given and effective when actually received by the
addressee, having been hand delivered or sent postage prepaid, by certified
or registered U. S. Mail, return receipt requested, addressed as follows:
If to TRI:
Trans-Resources, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇, Chief Financial Officer
-2-
If to ESC:
ESC Medical Systems, Ltd.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇, Chief Financial Officer
The person and the place to which notices are to be mailed to either party
may be changed by notice given in accordance with the provisions of this
paragraph.
7. Neither of party will be liable for nonperformance or defective or late
performance of any of its obligations hereunder to the extent and for such
periods of time as such nonperformance, defective performance or late
performance is due to reasons outside such party's control, including,
without limitation, acts of God, war (declared or undeclared), acts
(including failure to act) of any governmental authority, riots,
revolutions, fire, floods, explosions, sabotage, nuclear incidents,
lightning, weather, earthquakes, storms, sinkholes, epidemics, strikes, or
delays of suppliers or subcontractors for the same causes.
If the foregoing conforms to your agreement and understanding, please sign
the second copy of this letter in the space provided below and return that copy
to us.
Very truly yours,
Trans-Resources, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Chief Financial Officer
ACCEPTED AND AGREED:
ESC Medical Systems, Ltd.
By: /s/ ▇▇▇▇ ▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Chief Financial Officer
-3-
