Exhibit 10.23
BUSINESS PROPERTY LEASE
THIS LEASE is entered into this 28th day of May, 2002 between F & J
Enterprises, Inc. dba Bedford Plaza, Landlord, and I-Trax, Inc. Tenant.
1. PREMISES. Landlord leases to Tenant the real property located at
3343, 3345, & 0000 Xxxxx 000xx Xxxxxx (the "Premises"), containing approximately
6,212 square feet of area, on the following terms and conditions.
2. TERM. This Lease shall be for a term of 5 Years, beginning on the
1st day of June, 2002, and ending on the 31st day of May, 2007, unless
terminated earlier as provided in this Lease.
If for any reason the Premises is delivered to Tenant on any date
before or after the term commencement date, rental for the period between the
date of possession and the term commencement date shall be adjusted on a pro
rata basis. Such earlier or later taking of possession shall not change the
termination date of this Lease. This Lease shall not be void or voidable in the
event of a late delivery by Landlord, nor shall Landlord be liable to Tenant for
any resulting loss or damage.
3. USE OF PREMISES. The Premises are leased to Tenant, and are to be
used by Tenant, for the purposes of business offices, 24 hour call center, and
medical advisory and for no other purpose. Tenant agrees to use the Premises in
such a manner as to not interfere with the rights of other tenants in the Real
Estate, to comply with all applicable governmental laws, ordinances, and
regulations in connection with its use of the Premises, including without
limitation all environmental laws, to keep the Premises in a clean and sanitary
condition, and to use all reasonable precaution to prevent waste, damage, or
injury to the Premises.
4. RENT.
(a) Base Rent. The total Base Rent under this Lease is Two Hundred
Eighty-Five Thousand Seven Hundred Fifty-Six Dollars ($285,756.00). Tenant
agrees to pay rent to Landlord at 0000 Xxxxx 000xx Xxxxxx or at any other place
Landlord may designate in writing, in lawful money of the United States, in
monthly installments in advance, on the first day of each month, as follows:
For the period from June 1, 2002 to May 31, 2005, $4,659.00 per month
For the period from June 1, 2005 to May 31, 2007, $4,918.00 per month
For the period from __, __ to __, __, $__ per month
For the period from __, __ to __, __, $__ per month
(b) Operating Expenses. In addition to the Base Rent, Tenant shall pay
a pro rata share of operating expenses of the real estate of which the Premises
are part, parking areas, and grounds ("Real Estate"). "Operating expenses" shall
mean all costs of maintaining and operating the Real Estate, including but not
limited to all taxes and special assessments levied upon the Real Estate,
fixtures, and personal property used by Landlord at the Real Estate, all
insurance costs, all costs of labor, material and supplies for maintenance,
repair, replacement, and operation of the Real Estate, including but not limited
to line painting, lighting, snow removal, landscaping, cleaning, depreciation of
machinery and equipment used in such maintenance, repair and replacement, and
management costs, including Real Estate superintendents. Operating Expenses
shall not include property additions and capital improvements to the real
estate, alterations made for specific tenants, depreciation of the Real Estate,
debt service on long term debt or income taxes paid by Landlord.
"Tenant's pro rata share" shall mean the percentage determined by
dividing the square feet of the Premises as shown in Paragraph 1, by 30,151
square feet.
Tenant's pro rata share of the Operating Expenses shall be determined
on an annual basis for each calendar year ending on December 31 and shall be pro
rated for the number of months Tenant occupied the Premises if Tenant did not
occupy the Premises the full year. Tenant shall pay One Thousand Six Hundred
Ninety and 06/100 Dollars ($1,690.06) per month, on the first of each month in
advance with rent for Tenant's estimated pro rata share of the Operating
Expenses. Landlord may change this amount at any time upon written notice to
Tenant. At the end of each year, an analysis of the total year's Operating
Expenses shall be presented to Tenant and Tenant shall pay the amount, if any,
by which the Tenant's pro rata share of the Operating Expenses for the year
exceeded the amount of the estimated Operating Expenses paid by Tenant . Said
amount shall be paid by Tenant to Landlord within thirty (30) days after
Tenant's receipt of the statement. In the event this Lease terminates at any
time other than the last day of the year, the excess Operating Expenses shall be
determined as of the date of termination . If Tenant's payments of estimated
Operating Expenses exceed the amount due Landlord for that calendar year,
Landlord shall, at its option, provided Tenant is not then in default under this
Lease, apply the excess as a credit against Tenant's other obligations under
this Lease or promptly refund such excess to Tenant if the term of this Lease
has already expired, in either case without interest to Tenant.
(c) Payment of Rent. Tenant agrees to pay the Base Rent as and when
due, together with Tenant's share of the Operating Expenses and all other
amounts required to be paid by Tenant under this Lease. In the event of
nonpayment of any amounts due under this Lease, whether or not designated as
rent, Landlord, shall have all the rights and remedies provided in this Lease or
by law for failure to pay rent.
(d) Late Charge. If the Tenant fails to pay the Base Rent together with
the Tenant's share of the Operating Expenses and all other amounts required to
be paid by Tenant under this Lease, on or before the fifth day after such
payments are due, Tenant agrees to pay Landlord a late charge of Ten (10%)
Percent of Total Monthly Base Rent and Operating Expenses.
(e) Security Deposit. As partial consideration for the execution of
this Lease, the Tenant has delivered to Landlord for Landlord's use and
possession the sum of Four Thousand Six Hundred Fifty-Nine and 00/100
($4,659.00) as a Security Deposit. The Security Deposit will be returned to
Tenant at the expiration of this Lease if Tenant has fully complied with all
covenants and conditions of this Lease.
5. SERVICES. Landlord shall furnish electricity, sewer, water, and gas
line to the premises at Landlord's expense. Tenant shall be responsible for
payment of all bills for utilities to the Premises. Landlord shall have the
right to discontinue any service during any period for which rent is not
promptly paid by Tenant. Landlord shall not be liable for damages, nor shall the
rental be abated, for failure to furnish, or delay in furnishing, any service
when failure to furnish, or delay in furnishing, is occasioned in whole or in
part by needful repairs, renewals, or improvements, or by any strike or labor
controversy, or by any accident or casualty whatsoever, or by any unauthorized
act or default of any employee of Landlord, or for any other cause or causes
beyond the control of Landlord. Tenant shall pay when due, all water, gas,
electricity, sewer use fees, incurred at or chargeable to the Premises.
6. ASSIGNMENT OR SUBLEASE. Tenant shall not assign this Lease or sublet
the whole or any part of the Premises, transfer this Lease by operation of law
or otherwise, or permit any other person except agents and employees of Tenant
to occupy the Premises, or any part thereof, without the prior written consent
of Landlord, which consent will not be unreasonably withheld. Landlord may
consider certain factors in determining whether to withhold consent including,
but not limited to, the following: (a) financial responsibility of the new
tenant, (b) identity and business character of the new tenant, (c) nature and
legality of the proposed use of the Premises. Landlord shall have the right to
assign its interest under this Lease or the rent hereunder.
7. TENANT'S IMPROVEMENTS. Tenant shall have the right to place
partitions and fixtures and make improvements or other alterations in the
interior of the Premises at its own expense. Prior to commencing any such work,
Tenant shall first obtain the written consent of Landlord for the proposed work.
Landlord may, as a condition to its consent, require that the work be done by
Landlord's own employees and/or under Landlord's supervision, but at the expense
of Tenant, and that Tenant give sufficient security that the Premises will be
completed free and clear of liens and in a manner satisfactory to Landlord. Upon
termination of this Lease, at Landlord's option, Tenant will repair and restore
the Premises to its former condition, at Tenant's expense, or any such
improvements, additions, or alterations installed or made by Tenant, except
Tenant's trade fixtures, shall become part of the Premises and the property of
the Landlord. Tenant may remove its trade fixtures at the termination of this
Lease provided Tenant is not then in default and provided further that Tenant
repairs any damage caused by such removal.
8. REPAIRS. Landlord agrees to maintain in good condition, and repair
as necessary the foundations, exterior walls and the roof of the Premises.
Tenant agrees that it will make, at its own cost and expense, all
repairs and replacements to the Premises not required to be made by Landlord,
including, but not limited to, all interior and exterior doors, door frames,
windows, plate glass, and the heating, air conditioning, plumbing and electrical
systems servicing the Premises. Tenant agrees to do all redecorating,
remodeling, alterations, and painting required by it during the term of the
Lease at its own cost and expense, to pay for any repairs to the Premises or the
Real Estate made necessary by any negligence or carelessness of Tenant or any of
its agents or employees or persons permitted on the Real Estate by Tenant, and
to maintain the Premises in a safe, clean, neat, and sanitary condition. Tenant
shall be entitled to no compensation for inconvenience, injury, or loss of
business arising from the making of any repairs by Landlord, Tenant, or other
tenants to the Premises or the Real Estate.
9. CONDITION OF PREMISES. Except as provided herein, Tenant agrees that
no promises, representations, statements, or warranties have been made on behalf
of Landlord to Tenant respecting the condition of the Premises, or the manner of
operating the Real Estate, or the making of any repairs to the Premises. By
taking possession of the Premises, Tenant acknowledges that the Premises were in
good and satisfactory condition when possession was taken. Tenant shall, at the
termination of this Lease, by lapse of time or otherwise, remove all of Tenant's
property and surrender the Premises to Landlord in as good condition as when
Tenant took possession, normal wear excepted.
10. PERSONAL PROPERTY AT RISK OF TENANT. All personal property in the
Premises shall be at the risk of Tenant only. Landlord shall not be liable for
any damage to any property of Tenant or its agents or employees in the Premises
caused by any reason whatsoever, including, without limitation, fire, theft,
steam, electricity, sewage, gas or odors, or from water, rain, or snow which may
leak into, issue or flow into the Premises from any part of the Real Estate, or
from any other place, or for any damage done to Tenant's property in moving same
to or from the Real Estate or the Premises. Tenant shall give Landlord, or its
agents, prompt written notice of any damage to or defects in water pipes, gas or
warming or cooling apparatus in the Premises.
11. LANDLORD'S RESERVED RIGHTS. Without notice to Tenant, without
liability to Tenant for damage or injury to property, person, or business, and
without effecting an eviction of Tenant or a disturbance of Tenant's use or
possession or giving rise to any claim for set off or abatement of rent,
Landlord shall have the right to:
(a) Change the name or street address of the Real Estate.
(b) Install and maintain signs on the Real Estate.
(c) Have access to all mail chutes according to the rules of the United
States Post Office Department.
(d) At reasonable times, to decorate, and to make, at its own expense,
repairs, alterations, additions, and improvements, structural or otherwise, in
or to the Premises, the Real Estate, or part thereof, and any adjacent Real
Estate, land, street, or alley, and during such operations to take into and
through the Premises or any part of the Real Estate all materials required, and
to temporarily close or suspend operation of entrances, doors, corridors,
elevators, or other facilities to do so.
(e) Possess passkeys to the Premises.
(f) Show the Premises to prospective tenants at reasonable times.
(g) Take any and all reasonable measures, including inspections or the
making of repairs, alterations, and additions and improvements to the Premises
or to the Real Estate, which Landlord deems necessary or desirable for the
safety, protection, operation, or preservation of the Premises or the Real
Estate.
(h) Approve all sources furnishing signs, painting, and/or lettering to
the Premises, and approve all signs on the Premises prior to installation
thereof.
(i) Establish rules and regulations for the safety, care, order,
operation, appearance, and cleanliness of the Real Estate and to make
modifications thereto.
12. INSURANCE. Tenant shall not use or occupy the Premises or any part
thereof in any manner which could invalidate any policies of insurance now or
hereafter placed on the Real Estate or increase the risks covered by insurance
on the Real Estate or necessitate additional insurance premiums or policies of
insurance, even if such use may be in furtherance of Tenant's business purposes.
In the event any policies of insurance are invalidated by acts or omissions of
Tenant, Landlord shall have the right to terminate this Lease or, at Landlord's
option, to charge Tenant for extra insurance premiums required on the Real
Estate on account of the increased risk caused by Tenant's use and occupancy of
the Premises. Each party hereby waives all claims for recovery from the other
for any loss or damage to any of its property insured under valid and
collectible insurance policies to the extent of any recovery collectible under
such policies; provided, that this waiver shall apply only when permitted by the
applicable policy of insurance.
13. INDEMNITY. Tenant shall indemnify, hold harmless, and defend
Landlord from and against, and Landlord shall not be liable to Tenant on account
of, any and all costs, expenses, liabilities, losses, damages, suits, actions,
fines, penalties, demands, or claims of any kind, including reasonable
attorney's fees, asserted by or on behalf of any person, entity, or governmental
authority arising out of or in any way connected with either (a) a failure by
Tenant to perform any of the agreements, terms, or conditions of this Lease
required to be performed by Tenant; (b) a failure by Tenant to comply with any
laws, statutes, ordinances, regulations, or orders of any governmental
authority; or (c) any accident, death, or personal injury, or damage to, or loss
or theft of property which shall occur on or about the Premises, or the Real
Estate, except as the same may be the result of the negligence of Landlord, its
employees, or agents.
14. LIABILITY INSURANCE. Tenant agrees to procure and maintain
continuously during the entire term of this Lease, a policy or policies of
commercial general liability insurance from a company or companies acceptable to
Landlord, at Tenant's own cost and expense, insuring Landlord and Tenant from
all claims, demands or actions; such policy or policies shall in addition to
insuring Tenant protect and name the Landlord and Landlord's managing agent as
additional Insured and shall provide coverage in a combined single limit per
occurrence of at least $1,000,000.00 for claims, demands or actions for bodily
injury, death or property damage made by or on behalf of any person or persons,
firm or corporation arising from, related to, or connected with the conduct and
operation of Tenant's business in the Premises, or arising out of and connected
with the use and occupancy of the Real Estate by the Tenant. All such insurance
shall provide that Landlord shall be given a minimum of ten (10) days notice by
the insurance company prior to cancellation, termination or change of such
insurance. Tenant shall provide Landlord with copies of the policies or
certificates evidencing that such insurance in full force and effect and stating
the term and provisions thereof. If Tenant fails to comply with such
requirements for insurance, Landlord may, but shall not be obligated to, obtain
such insurance and keep the same in effect, and Tenant agrees to pay Landlord,
upon demand, the premium cost thereof.
15. DAMAGE BY FIRE OR OTHER CASUALTY. If, during the term of this
Lease, the Premises shall be so damaged by fire or any other cause except
Tenant's negligent or intentional act so as to render the Premises untenantable,
the rent shall be abated while the Premises remain untenantable; and in the
event of such damage, Landlord shall elect whether to repair the Premises or to
cancel this Lease, and shall notify Tenant in writing of its election within
sixty (60) days after such damage. In the event Landlord elects to repair the
Premises, the work or repair shall begin promptly and shall be carried on
without unnecessary delay. In the event Landlord elects not to repair the
Premises, the Lease shall be deemed canceled as of the date of the damage. Such
damage shall not extend the Lease term.
16. CONDEMNATION. If the whole or any part of the Premises shall be
taken by public authority under the power of eminent domain, then the term of
this Lease shall cease on that portion of the Premises so taken, from the date
of possession, and the rent shall be paid to that date, with a proportionate
refund by Landlord to Tenant of such rent as may have been paid by Tenant in
advance. If the portion of the Premises taken is such that it prevents the
practical use of the Premises for Tenant's purposes, then Tenant shall have the
right either (a) to terminate this Lease by giving written notice of such
termination to Landlord not later than thirty (30) days after the taking, or (b)
to continue in possession of the remainder of the Premises, except that the rent
shall be reduced in proportion to the area of the Premises taken. In the event
of any taking or condemnation of the Premises, in whole or in part, the entire
resulting award of damages shall be the exclusive property of Landlord,
including all damages awarded as compensation for diminution in value to the
leasehold, without any deduction for the value of any unexpired term of this
Lease, or for any other estate or interest in the Premises now or hereafter
vested in Tenant.
17. DEFAULT OR BREACH. Each of the following events shall constitute a
default or a breach of this Lease by Tenant:
(a) If Tenant fails to pay Landlord any rent or other payments when due
hereunder;
(b) If Tenant vacates or abandons the Premises;
(c) If Tenant files a petition in bankruptcy or insolvency or for
reorganization under any bankruptcy act, or voluntarily takes advantage of any
such act by answer or otherwise, or makes an assignment for the benefit of
creditors;
(d) If involuntary proceedings under any bankruptcy or insolvency act
shall be instituted against Tenant, or if a receiver or trustee shall be
appointed of all or substantially all of the property of Tenant, and such
proceedings shall not be dismissed or the receivership or trusteeship vacated
within thirty (30) days after the institution or appointment; or
(e) If Tenant fails to perform or comply with any other term or
condition of this Lease, or any of the rules and regulations established by
Landlord, and if such nonperformance shall continue for a period of ten (10)
days after notice thereof by Landlord to Tenant, time being of the essence.
18. EFFECT OF DEFAULT. In the event of any default or breach hereunder,
in addition to any other right or remedy available to Landlord, either at law or
in equity, Landlord may exert any one or more of the following rights:
(a) Landlord may re-enter the Premises immediately and remove the
property and personnel of Tenant, and shall have the right, but not the
obligation, to store such property in a public warehouse or at a place selected
by Landlord, at the risk and expense of Tenant.
(b) Landlord may retake the Premises and may terminate this Lease by
giving written notice of termination to Tenant. Without such notice, Landlord's
retaking will not terminate the Lease. On termination, Landlord may recover from
Tenant all damages proximately resulting from the breach, including the cost of
recovering the Premises and the difference between the rent due for the balance
of the Lease term as though the Lease had not been terminated and the fair
market rental value of the Premises for the balance of the Lease term as though
the Lease had not been terminated which sum shall be immediately due Landlord
from Tenant.
(c) Landlord may relet the Premises or any part thereof for any term
without terminating this Lease, at such rent and on such terms as it may,
choose. Landlord may make alterations and repairs to the Premises. In addition
to Tenant's liability to Landlord for breach of this Lease, Tenant shall be
liable for all expenses of the reletting, for any alterations and repairs made,
and for the rent due for the balance of the Lease term, which sum shall be
immediately due Landlord from Tenant. The amount due Landlord will be reduced by
the net rent received by Landlord during the remaining term of this Lease from
reletting the Premises or any part thereof. If during the remaining term of this
Lease Landlord receives more than the amount due Landlord under this
sub-paragraph, the Landlord shall pay such excess to Tenant, but only to the
extent Tenant has actually made payment pursuant to this sub-paragraph.
19. SURRENDER - HOLDING OVER. Tenant shall, upon termination of this
Lease, whether by lapse of time or otherwise, peaceably and promptly surrender
the Premises to Landlord. If Tenant remains in possession after the termination
of this Lease, without a written lease duly executed by the parties, Tenant
shall be deemed a trespasser. If Tenant pays, and Landlord accepts, rent for a
period after termination of this Lease, Tenant shall be deemed to be occupying
the Premises only as a tenant from month to month, subject to all the terms,
conditions, and agreements of this Lease, except that the rent shall be two
times the monthly rent specified in the lease immediately before termination.
20. SUBORDINATION AND ATTORNMENT. Landlord reserves the right to place
liens and encumbrances on the Premises superior in lien and effect to this
Lease. This Lease, and all rights of Tenant hereunder, shall, at the option of
Landlord, be subject and subordinate to any liens and encumbrances now or
hereafter imposed by Landlord upon the Premises or the Real Estate or any part
thereof, and Tenant agrees to execute, acknowledge, and deliver to Landlord,
upon request, any and all instruments that may he necessary or proper to
subordinate this Lease and all rights herein to any such lien or encumbrance as
may be required by Landlord.
In the event any proceedings are brought for the foreclosure of any
mortgage on the Premises, Tenant will attorn to the purchaser at the foreclosure
sale and recognize such purchaser as the Landlord under this Lease. The
purchaser, by virtue of such foreclosure, shall be deemed to have assumed, as
substitute Landlord, the terms and conditions of this Lease until the resale or
other disposition of its interest. Such assumption, however, shall not be deemed
in acknowledgment by the purchaser of the validity of any then existing claims
of Tenant against the prior Landlord.
Tenant agrees to execute and deliver such further assurances and other
documents, including a new lease upon the same terms and conditions contained
herein, confirming the foregoing, as such purchaser may reasonably request.
Tenant waives any right of election to terminate this Lease because of any such
foreclosure proceedings.
21. NOTICES. Any notice or demands given hereunder shall be in writing
and personally delivered or sent by first class mail postage prepaid to Landlord
at 0000 Xxxxx 000xx Xxxxxx, Xxxxx, XX 00000 and also to Tenant at I-Trax, 000
Xxxxx 00xx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxxx, XX 00000 or at such other address
as either party may from time to time designate in writing. Each such notice
shall be deemed to have been given at the time it shall be personally delivered
to such address or deposited in the United States mail in the manner prescribed
herein.
22. COMPLIANCE WITH ADA. Tenant shall be responsible for all costs of
complying with the Americans with Disabilities Act (ADA) and all similar laws
and regulations within the Premises, including the removal of barriers which do
not necessitate the removal or modification of load-bearing walls.
23. SUBSTITUTION OF OTHER PREMISES. Landlord may upon thirty days
notice to Tenant substitute for the Premises other premises in the Real Estate
(the "New Premises"), provided that the New Premises shall be reasonably usable
for Tenant's business hereunder; and, if Tenant is already in occupancy of the
Premises, then in addition Landlord shall pay the reasonable expenses of moving
Tenant from the Premises to the New Premises and for improving the New Premises
so that they are substantially similar to the Premises.
24. MISCELLANEOUS.
(a) Binding on Assigns. All terms, conditions, and agreements of this
Lease shall be binding upon, apply, and inure to the benefit of the parties
hereto and their respective heirs, representatives, successors, and permitted
assigns.
(b) Amendment in Writing. This Lease contains the entire agreement
between the parties and may be amended only by subsequent written agreement.
(c) Waiver - None. The failure of Landlord to insist upon strict
performance of any of the terms, conditions and agreements of this Lease shall
not be deemed a waiver of any of its rights or remedies hereunder and shall not
be deemed a waiver of any subsequent breach or default of any of such terms,
conditions, and agreements. The doing of anything by Landlord which Landlord is
not obligated to do hereunder shall not impose any future obligation on Landlord
nor otherwise amend any provisions of this Lease.
(d) No Surrender. No surrender of the Premises by Tenant shall be
effected by Landlord's acceptance of the keys to the Premises or of the rent due
hereunder, or by any other means whatsoever, without Landlord's written
acknowledgment that such acceptance constitutes a surrender.
(e) Captions. The captions of the various paragraphs in this Lease are
for convenience only and do not define, limit, describe, or construe the
contents of such paragraphs.
(f) Applicable Law. This Lease shall be governed by and construed in
accordance with the laws of the State of Nebraska.
(g) Partial Invalidity. If any provision of this Lease is invalid or
unenforceable to any extent, then that provision and the remainder of this Lease
shall continue in effect and be enforceable to the fullest extent permitted by
law.
25. BROKERS. The brokers involved in this transaction are:
Agent for Landlord _________________
Agent for Tenant _________________
Dual agent representing both Landlord and Tenant
_________________
Landlord and Tenant acknowledge that _____ is being paid a fee
by Landlord and this fee will be shared by the Brokers based
on their separate agreement.
Landlord and Tenant will each compensate their respective
Brokers.
26. OTHER PROVISIONS.
(a) Landlord will make any major repairs for HVAC for one cooling
cycle and one heating cycle at no cost to the Tenant. This
does not include any general maintenance work (i.e. changing
the filters, etc.).
(b) Tenant Improvement/Buildout Allowance: If Tenant signs the
personal guarantee, Landlord will provide Tenant with a Tenant
Improvement Allowance of $30,000.00 at a rate of Eight and
one-half percent (8.5%) per annum, payable monthly and fully
amortizing over two (2) years. No prepayment penalty will be
required of Tenant. See attached Addendum A for Amortization
Schedule.
Any additional provisions of this Lease shall be in writing and attached as an
addendum hereto.
Until this Lease is executed on behalf of all parties hereto, it shall be
construed as an offer to lease by Tenant to Landlord.
IN WITNESS WHEREOF, the parties hereto have executed this Lease the day
and year first above written.
F& J Enterprises, Inc. dba Bedford Plaza I-Trax, Inc.
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LANDLORD TENANT
BY: /s/ illegible BY: /s/ Xxxx Xxxxxx
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ITS: ITS: Office of the President
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BY: /s/ Xxxxx Xxxxxxxxx
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ITS: Office of the President
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PERSONAL GUARANTEE
The undersigned hereby absolutely and unconditionally guarantee unto
the Landlord the payment of Thirty Thousand ($30,000.00) dollars as referenced
in Paragraph 26 (b) and agree that this liability shall not be released or
affected by an extension of time for payment, by any forbearance by the
Landlord, or by any assignment or modification of this lease.
Dated this 29 day of May , 2002.
BY: /s/ Xxxx Xxxxxx BY: /s/ Xxxxx Xxxxxxxxx
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NAME NAME
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XXXXXX XXXXXXX XXXXXX XXXXXXX
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CITY, STATE, ZIP
