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EXHIBIT 10.4
COMMERCIAL LEASE
Triple Net
This Lease made and entered into this 8th day of January, 1997 by and
between Xxxxx and Xxxxxxx Xxxxxxx (hereinafter called "Lessor"), and Amazon
Natural Treasures, Inc. (hereinafter called Lessee"), the Lesser hereby leases
to Lessee and Lessee hereby leases from Lessor, on the terms and conditions
hereinafter set forth, that certain premises located in the City of Las Vegas,
County of Xxxxx, State of Nevada, commonly known as 0000 X. Xxxxxxx Xx., Xxx
Xxxxx, XX 00000, Unit C located in that certain building described as follows:
H & S Industrial Park
0000 X. Xxxxxxx Xx.
Xxx Xxxxx, XX 00000
Unit C
upon the following forms and conditions:
RECEIVED FROM Amazon Natural Treasures, Inc., hereinafter referred to
as LESSEE, the sum of One thousand eight hundred & sixty dollars ($1,860.00),
evidenced by ____________, as a deposit which, upon acceptance of this leave,
shall belong to Lessor and shall be applied as follows:
RECEIVED PAYABLE PRIOR
TO OCCUPANCY
Rent for the period from:
2/1 to 2/28/97 $860.00 $1,860.00
Security Deposit: $500.00 $ 500.00
Other: last month's rent $______ $1,860.00
TOTAL: $2,360.00 $4,220.00
In the event that this lease is not accepted by the Lessor within n/a days, the
total deposit received shall be refunded.
1. TERMS:
The term hereof shall commence on 2/1, 1997, and expire on 2/28, 2000,
5% yearly rent increases after the first year.
2. RENT:
The total rent shall be $1,860.00, payable as follows: on the first day
of each month, $10.00 per day late charge. All rent shall be paid to
Owner or his authorized agents, at the following address 10 W. Wyoming,
Las Vegas, Nevada or at such other places as may be designed by Owner
from time to time.
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3. USE:
The premises are to be used for the operation of Shop and Warehouse,
without prior written consent of Lessor.
4. USES PROHIBITED:
Lessee shall not use any portion of the promises for purposes other
than those specified hereinabove, and no use shall be made or permitted
to be made upon the premises, nor acts done, which will increase the
exiting rate of insurance upon the property, or cause cancellation of
insurance policies covering said property. Lessee shall not conduct or
permit any sale by auction on the premises.
5. ASSIGNMENT AND SUBLETTING:
Lessee shall not assign this lease or sublet any portion of the
premises without prior written consent of the Lesser, which shall not
be unreasonably withheld. Any such assignment or sublet without consent
shall be void and, at the option of the Lessor, may terminate this
lease.
6. ORDINANCES AND STATUES:
Lessee shall comply with all statues, ordinances and requirements of
all municipal, state and federal authorities now in force, or which may
hereafter be in force, pertaining to the premises, occasioned by or
affecting the use thereof by Lessee. The commencement or pendency of
any state or federal court abatement proceeding affecting the use of
the premises shall, at the option of the Lessor, be deemed a breach
hereof.
7. MAINTENANCE REPAIRS, ALTERATIONS:
Lessee acknowledges that the premises are in good order and repair,
unless otherwise indicated herein. Less shall, at his own expense and
at all times, maintain the premises in good and safe condition,
including plate glass, electrical wiring, plumbing and heating
installations and any other system or equipment upon the premises and
shall surrender the same, at termination hereof, in as good condition
as received, normal wear and tear excepted. Lessee shall be responsible
for all repairs required, excepting the roof, exterior walls,
structural foundations, and: n/a, which shall be maintained by Lessor.
Lessee shall also maintain in good condition such portions adjacent to
the premises, such as sidewalks, driveways, lawns and shrubbery, which
would otherwise be required to be maintained by Lessor.
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No improvement or alteration of the premises shall be made without the
prior written consent of the Lessor. Prior to the commencement of any
substantial repair, improvement, or alteration, Lessee shall give
Lesser at least two (2) days written notice in order that Lesser may
post appropriate notices to avoid any liability for liens.
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Lessee shall not commit any waste upon the premises, or any nuisance or
act which may disturb the quiet enjoyment of any tenant in the
building.
8. ENTRY AND INSPECTION:
Lessee shall permit Lessor or Lessor's agents to enter upon the
premises at reasonable times and upon reasonable notice, for the
purpose of inspecting the same, and will permit Lessor at any time
within sixty (60) days prior to the expiration of this lease, to place
upon the premises any usual "To Let" or "For Lease" signs, and permit
persons desiring to have the same to inspect the premises thereafter.
9. INDEMNIFICATION OF LESSOR:
Lesser shall not be liable for any damage or injury to Lessee, or any
other person, or to any property, occurring on the demised premises or
any part thereof, and Lessee agrees to hold Lessor harmless from any
claims for damages, no matter how caused.
10. POSSESSION:
If Lessor is unable to deliver possession of the premises at the
commencement hereof, Lessor shall not be liable for any damage caused
thereby, nor shall this lease be void or voidable, but Lessee shall not
be liable for any rent until possession is delivered. Lessee may
terminate this lease if possession is not delivered within 30 days of
the commencement of the term hereof.
11. INSURANCE:
Lessee, at his expense, shall maintain plate glass and public liability
insurance including bodily injury and property damage insuring Lessee
and Lessor with minimum coverage as follows: $500,000.00 with Xxxxx and
Xxxxxxx Xxxxxxx shown as loss payee.
Lessee shall provide Lessor with a Certificate of Insurance showing
Lessor as additional insured. The Certificate shall provide for a
ten-day written notice to Lessor in the event of cancellation or
material change of coverage.
To the maximum extent permitted by insurance policies which may be
owned by Lessor or Lessee, Lessee and Lessor, for the benefit of each
other, waive any and all rights of subrogation which might otherwise
exist.
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12. UTILITIES:
Lessee agrees that he shall be responsible for the payment of all
utilities, including water, gas, electricity, heat and other services
delivered to the premises.
13. SIGNS:
Lessor reserves the exclusive right to the road, side and rear walls of
the premises. Lessee shall not construe any projecting sign or owning
without the prior written consent of Lessor which consent shall not be
unreasonably withhold.
14. ABANDONMENT OF PREMISES:
Lessee not vacate or abandon the premises at any time during the term
hereof, and if Lessee shall abandon or vacate the premises, or be
dispossessed by process of law, or otherwise, any personal property
belonging to Lessee left upon the premises shall be deemed to be
abandoned, at the option of Lesser.
15. CONDEMNATION:
If any par to the premises shall be taken for condemned for public use,
and a part thereof remains which is susceptible of occupation
hereunder, this lease shall, as to the part taken, terminate as of the
date the condemnor acquires possession, and thereafter Lessee shall be
required to pay such proportion of the rent for the remaining term as
the value of the premises remaining bears to the total value of the
premises at the date of condemnation; provided, however, that Lessor
may at his option, terminate this lease as of the date condemnor
acquires possession. IN the event that the reminder is not susceptible
for use hereunder, this lease shall terminate upon the date upon which
the condemnor acquires possession. All sums which may be payable on
account of any condemnation shall belong to the Lessor, and Lessee
shall not be entitled to any part thereof, provided however, that
Lessee shall be entitled to retain any amount awarded to him for his
trade fixtures or moving expenses.
16. TRADE FEATURES:
Any and all improvements made to the premises during the term hereof
shall belong to the Lessor, except trade fixtures of the Lessee. Lessee
may, upon termination hereof, remove all his trade fixtures, but shall
repair or pay for all repairs necessary for damages to the premises
occasioned by removal.
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17. DESTRUCTION OF PREMISES:
In the event of a partial destruction of the premises during the term
hereof, from any cause, Lessor shall forthwith repair the same,
provided that such repairs can be made within sixty (60) days under
existing governmental laws and regulations, but such partial
destruction shall not terminate this lease, except that Lessee shall be
entitled to a proportionate reduction of rent while such repairs are
being made, based upon the extent to which the making of such repairs
shall interfere with the business of Lessee on the premises. If such
repairs cannot be made within said sixty (60) days, Lessor, at his
option, may make the same within a reasonable time, this lease
continuing in effect with the rent proportionately abated as aforesaid,
and in the event that Lessor shall not elect to make such repairs which
cannot be made within sixty (60) days, this lease may be terminated at
the option of either party.
In the event that the building in which the demised premises may be
situated is destroyed to an extent of not less than one-third of the
replacement costs thereof, Lessor may elect to terminate this lease
whether the demised premises be injured or not. A total destruction of
the building in which the premises may be situated shall terminate this
lease.
In the event of any dispute between Lessor and Lessee with respect to
the provisions hereof, the matter shall e settled by arbitration in
such a manner as the parties may agree upon, or if they cannot agree,
in accordance with the rules of the American Arbitration Association.
18. INSOLVENCY:
In the event a receiver is appointed to take over the business of
Lessee, or in the event Lessee makes a general assignment for the
benefit of creditors, or Lessee takes or suffers any action under any
insolvency or bankruptcy act, the same shall constitute a breach of
this lease by Lessee.
19. REMEDIES OR OWNER ON DEFAULT:
In the event of any breach of this lease by Lessee, Lessor may, at his
option, terminate the lease and recover from Lessee: (a) the worth at
the time of award of the unpaid rent which was owed at the time of
termination; (b) the worth at the time of award of the amount by which
the unpaid
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rent which would have been earned after termination unless the time of
the award exceeds the amount of such rental less that the Lessee proves
could have been reasonably avoided; (c) the worth at the time of award
of the amount by which the unpaid rent for the balance of the term
offer the time of award exceeds the amount of such rental loss that
Lessee proves could be reasonably avoided; and (d) any other amount
necessary to compensate Lessor for all detriment proximately caused by
Lessee's failure to perform his obligations under the lease or which in
the ordinary course of things would be likely to result therefrom.
Lessor may, in the alternative continue this lease in effect, as long
as Lessor does not terminate Lessee's right to possession, and Lessor
may enforce all his rights and remedies under the lease, including the
right to recover the rent as it becomes due under the lease. If said
breach of lease continues, Lessor may, at any time thereafter, elect to
terminate this lease.
Nothing contained herein shall be deemed to limit any other rights or
remedies which Lessor may have.
20. SECURITY:
The security deposit set forth above, if any, shall secure the
performance of the Lessee's obligations hereunder. Lessor may, but
shall not be obligated to apply all or portions of said deposit on
account of Lessee's obligations hereunder. Any balance remaining upon
termination shall be returned to Lessee. Lessee shall not have the
right to apply the Security Deposit in payment of the last month's
rent.
21. ATTORNEY'S FEES:
In case suit should be brought for recovery of the premises, or for any
sum due hereunder, or because of any act which may arise out of the
possession of the premises, by either party, the prevailing party shall
be entitled to all costs incurred in connection with such action,
including a reasonable attorney's fee.
23. WAIVER:
No failure of Lessor to enforce any term hereof shall be deemed to be a
waiver.
24. NOTICES:
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Any notice which either party may or is required to give, shall be
given by mailing the same, postage prepaid, to Lessee at the premises,
or Lessor at the address shown below, or at such other places as may be
designated by the parties from time to time.
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25. HOLDING OVER:
Any holding over after the expiration of this lease, with the consent
of Lessor, shall be construed as a month-to-month tenancy at a rental
of 5% additional of last year's rent per month, otherwise in accordance
with terms hereof, as applicable.
26. TIME:
Time is of the essence of this lease.
27. HEIRS, ASSIGNS, SUCCESSORS:
This lease is binding upon and inures to the benefit of the heirs,
assigns and successors in interest to the parties.
28. TAX INCREASE:
In the event there is any increase during any year of the term of this
lease in the City, County or State real estate taxes over and above the
amount of such taxes assessed for the tax year during which the term of
this lease commences, whether because of increased rate or valuation,
Lessee shall pay to Lessor upon presentation of paid tax bills an
amount equal to 10% of the increase in taxes upon the land and building
in which the leased premises are situated. In the event that such taxes
are assessed for a tax year extending beyond the term of the lease, the
obligation of Lessee shall be proportionate to the portion of the lease
term included in such year.
29. COST OF LIVING INCREASE.
The rent provide for in paragraph 2 shall be adjusted effective upon
the first day of the month immediately following the expiration of 12
months form date of commencement of the term and upon the expiration of
each 12 months thereafter in accordance with changes in the U.S.
Consumer Price Index for All Urban Consumers (1967=100) hereinafter
called the "CPI." The monthly rent shall be increased to an amount
equal to the monthly rent set forth in paragraph 2 multiple by a
fraction of the numerator of which is the CPI for the second calendar
month immediately proceeding the adjustment date and the denominator of
which is the CPI for the second calendar month proceeding the
commencement of the lease term. Provided, however, in no event shall
the monthly rent be less than the amount set forth in paragraph 2.
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30. OPTION TO RENEW:
Provided that Lessee in not in default in the performance of this
lease, Lessee shall have the option to renew the lease for an
additional term of 36 months commencing at the expiration of the
initial lease term. All of the terms and conditions of the lease shall
apply during the renewal term except that the monthly rent shall be at
the rate of the same rate of the last months rent of the previous lease
which shall be adjusted in accordance with the cost of living increase
provision set forth in paragraph 29.
The option shall be exercised by written notice give to lessor not less
than 30 days prior to the expiration of the initial lease term. If
notice is not given in the manner provided herein within the time
specified, this option shall expire.
31. LESSOR'S LIABILITY:
The term "Lessor," as used in this paragraph, shall mean only the owner
of the real property or a Lessee's interest in a ground lease of the
premises. In the event of any transfer of such title or interest, the
Lessor named herein (or the grantor in case of any subsequent
transfers) shall be relieved of all liability related to Lessor's
obligations to be performed after such transfer. Provided, however,
that any funds in the hands of Lessor or Grantor at the time of such
transfer shall be delivered to Grantee. Lessor's aforesaid obligations
shall be binding upon Lessor's succession and assigns only during their
respective periods of ownership.
32. ESTOPPEL CERTIFICATION.
(a) Lessee shall at any time upon not less than (10) days' prior
written notice from Lessor execute, acknowledge and deliver to Lessor a
statement in writing [1] certifying that this Lease is unmodified and
in full force and effect (or, if modified, stating the nature of such
modification and certifying that this Lease, as so modified, is in full
force and effect), the amount of any security deposit, and the date to
which the rent and other charges are paid in advance, if any, and [2]
acknowledging that there are not, to Lessee's knowledge, any uncured
defaults on the part of Lessor hereunder, or specifying such defaults
if any are claimed. Any such statement may be conclusively relied upon
by any prospective purchaser or encumbrancer to the Premises.
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(b) At Lessor option, Lessee's failure to deliver such statement within
such time shall be a material breach of this Lease or shall be
conclusive upon Lessee [1] that this Lease is in full force and effect,
without modification except as may be represented by Lessor, [2] that
there are no uncured defaults in Lessor's performance, and [3] that not
more than one month's rent has been paid in advance or such failure may
be considered by Lessor as a default by Lessee under this Lease.
(c) If Lessor desires to finance, refinance, or sell the Premises, or
any part thereof, Lessee hereby agrees to deliver to any lender or
purchaser designated by Lessor such financial statements of Lessee as
may be reasonably required by such lender or purchaser. Such statements
should include the past three years' financial statements of Lessee.
All such financial statements shall be received by Lessor and such
lender or purchaser in confidence and shall be used only for the
purposes herein set forth.
33. COMMON AREA EXPENSES:
In the event the demised premises are situated in a shopping center or
in a commercial building in which there are common areas, Lessee agrees
to pay his pro-rata share of maintenance, taxes, and insurance for the
common area.
34. ADDENDUM:
An addendum, signed by the parties, [ ] is attached, [x] is not
attached hereto.
35. ENTIRE AGREEMENT:
The foregoing constitutes the entire agreement between the parties and
may be modified only by a writing signed by both parties. The following
Exhibits, if any, have been made a part of this lease before the
parties' execution hereof: n/a
The undersigned Lessee hereby acknowledges a copy hereof.
DATED: 01/08/97
/s/ Xxxxxxx Xxxxxx
Amazon Natural Treasures, Inc.
0000 X. Xxxxxxx Xxx. Xxx. X
Xxx Xxxxx, XX 00000
(000) 000-0000
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DATED: 01/08/97
/s/ Xxxxx Xxxxxxx
00 X. Xxxxxxx, Xxx Xxxxx, XX 00000
(000) 000-0000
