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.
Lessor Lessee
------ ------
Innovative Industries, LLC Bio Solutions International, Inc.
Mr. A.D. XxXxxx Xxxxx X. Xxxxxx, III
X.X. Xxx 000 35 Power Lane
Leakesville, MS 39451 Xxxxxxxxxxx, XX 00000
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
By: /s/ A. D. XxXxxx
-------------------------------
A. D. XxXxxx, Member
Date:
-------------------------------
BIO SOLUTIONS INTERNATIONAL, INC
By: /s/ Xxxxx X. Xxxxxx, III
-------------------------------
Xxxxx X. Xxxxxx, III
President & Chairman
Date:
-------------------------------
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 _____ day of
__________, A.D., 2002.
NOTARY PUBLIC
My Commission Expires:
--------------------
STATE OF NEW JERSEY
COUNTY OF __________________
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 ______ day of
__________, 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
By: /s/ A. D. XxXxxx
-------------------------------
A.D. XxXxxx, Member
Date:
-------------------------------
By: /s/ N. Xxxxx Xxxx
-------------------------------
N. Xxxxx Xxxx, Member
Date:
-------------------------------
By: /s/ Xxxxx X. Xxxxxx, III
-------------------------------
Xxxxx X. Xxxxxx, III, Member
Date
-------------------------------
April 24, 2000
Xx. Xxxxx Xxxxxxx Xxxxxxxxx, President
Xxxxxxx Drive-In Theatre, Inc.
X.X. Xxx 000
Xxxxxxxxxxx, XX 00000
Re: Xxxxxxx Drive-In Theatre, Inc.,
N & S Theatres Agreement
Dear Xxxxxxx:
Enclosed please find a duplicate original, signed, executed Lease Contract
With Options with N & S Theatres, which is returned to you for your records and
safekeeping.
This document has not been recorded in the Land Deed Records in the Xxxxxxx
County Chancery Clerk's Office as I had no instruction from you to do so. If you
do want the Lease recorded in the Xxxxxxx County Chancery Clerk's Office, please
return it with your instruction for me to do so and I will accomplish that for
the corporation.
Enclosed also please find a copy of my transmittal letter to Xx. Xxxxx and
Xx. Xxxxxx with N & S Theatres transmitting to them a true copy of the Lease
Contract With Options for their records.
Thank you for allowing us the opportunity to be of service to the Xxxxxxx
Drive-In Theatre, Inc., and, as always, thank you for your courtesy and
friendship. With best regards, I am
Very truly yours,
/s/ M. Xxxxxx Xxxxxx
M. Xxxxxx Xxxxxx
MRD/cm
enclosure
April 24, 2001
Xx. Xxxxxxx X. Xxxxx
Xx. Xxxxx X. Xxxxxx
N & S Theatres, Inc.
000 0xx Xxxxxx
Xxxxxx, Xxxxxxxxx 00000
Re: Our Client: Xxxxxxx Drive-In Theatre, Inc.
Dear Gentlemen:
Enclosed please find your completed copy of Lease Contract With Options as
to your Agreement with Xxxxxxx Drive-In Theatre, Inc., of Hattiesburg,
Mississippi. This document is returned to you for your records and safekeeping.
Thank you for your courtesy and good luck with your venture. With kindest
regards, I am
Very truly yours,
/s/ M. Xxxxxx Xxxxxx
M. Xxxxxx Xxxxxx
MRD/cm
enclosure
cc: Xx. Xxxxx Xxxxxxx Xxxxxxxxx, President
Xxxxxxx Drive-In Theatre, Inc.
