LEASE
This Lease is between INTRAM INVESTMENT CORP., an Ohio Corporation
(hereinafter referred to as "INTRAM") whose address is 00000 Xxxxxx Xxxx,
Xxxxxxxxxx Xxxx, 00000 and LIGHT TOUCH VEIN & LASER, INC., an Ohio
Corporation (hereinafter referred to as "LIGHT TOUCH") whose address is 00000
Xxxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxx, 00000.
WHEREAS, INTRAM has purchased certain laser equipment and computer
software as more particularly described in EXHIBIT "A", and
WHEREAS, LIGHT TOUCH desires to lease said equipment from INTRAM and
INTRAM is agreeable to leasing said equipment to LIGHT TOUCH.
NOW THEREFORE, the parties agree as follows:
1. EQUIPMENT
INTRAM hereby leases to LIGHT TOUCH upon the terms and conditions set
forth herein, the equipment more particularly described as EXHIBIT "A",
attached hereto (hereinafter referred to as "EQUIPMENT").
2. TERM
The term of this Lease shall be thirty months (30) months commencing
October 30, 1998, and ending April 13, 2001.
3. RENT
LIGHT TOUCH shall pay a base rent to INTRAM of One Hundred Eleven
Thousand Six
Hundred Thirty-three 90/100 Dollars ($111,633.90), payable in equal weekly
installments of Eight Hundred Sixty-five and 38/100 Dollars ($865.38), plus
sales tax, at a rate of six percent (6%), in the sum of Fifty-one and 92/100
Dollars ($51.92), for a total weekly payment of Nine Hundred Seventeen and
30/100 Dollars ($917.30), due and payable on each Friday of the week, with
the first payment due and owing on October 30, 1998. A 10% penalty of
Ninety-one and 73/100 Dollars ($91.73) shall be assessed should rent not be
paid on or before the due date each week.
Time is of the essence as to rent payments.
4. SECURITY DEPOSIT
A security deposit of Nine Hundred Seventeen and 30/100 Dollars
($917.30) shall be delivered to INTRAM at the signing of this Lease. INTRAM
acknowledges receipt of said Security Deposit by its signature on this LEASE.
5. USE AND CARE OF EQUIPMENT
LIGHT TOUCH shall not use or knowingly permit any part of the EQUIPMENT
to be used for any unlawful purpose. LIGHT TOUCH shall keep the EQUIPMENT and
every part thereof in a clean and wholesome condition and generally that it
will, in all respects, and at all times, fully comply with all lawful health,
fire and police regulations.
6. TAXES AND INSURANCE
LIGHT TOUCH shall, at all times, insure the EQUIPMENT against fire, theft
and damage during the term of this Lease.
LIGHT TOUCH shall, at all times, carry liability insurance on EQUIPMENT,
with a
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policy limit of at least $1,000,000.00.
INTRAM shall be named as an additional insured on the insurance coverage.
LIGHT TOUCH shall provide proof of insurance and provide proof to INTRAM
that insurance is in full force and effect.
LIGHT TOUCH shall assume and be responsible for any and all taxes,
including, but not limited to the personal property tax, on EQUIPMENT.
7. REPAIRS, MAINTENANCE AND MODIFICATIONS
LIGHT TOUCH covenants and agrees at its own expense, to keep the EQUIPMENT
in good repair, order and condition at all times. LIGHT TOUCH will commit no
waste to the EQUIPMENT.
LIGHT TOUCH shall make no modifications to EQUIPMENT without the
written consent of INTRAM.
LIGHT TOUCH shall allow INTRAM to inspect the EQUIPMENT. LIGHT TOUCH
shall provide INTRAM with a 24-hour notice of its desire to inspect EQUIPMENT.
8. ASSIGNMENT
This Lease shall be non-assignable by LIGHT TOUCH. LIGHT TOUCH shall
not sublet the EQUIPMENT.
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9. DEFAULT
A. Events of Default. The occurrence of any one or more of the
following events shall constitute a material default and breach of this Lease
by LIGHT TOUCH, which, if not cured within any applicable time permitted for
cure hereinbelow, shall give rise to INTRAM remedies set forth in Paragraph
10.
(i) Failure by LIGHT TOUCH to make any payment of rent or any other
payment required to be made by LIGHT TOUCH hereunder, as and
when due, where such failure shall continue for a period of
fifteen (15) days after written notice given by INTRAM; or
(ii) Failure by LIGHT TOUCH to observe or perform any of the
covenants, conditions, or provisions of this Lease to be
observed or performed by LIGHT TOUCH, other than described
in paragraph (a) above, where such failure shall continue
for a period of fifteen (15) days after written notice
thereof from INTRAM to LIGHT TOUCH; provided, however that
if the nature of LIGHT TOUCH'S default is such that more
than fifteen (15) days are reasonably required for its cure,
then LIGHT TOUCH shall not be deemed to be default if LIGHT
TOUCH commenced such cure within such fifteen (15) day
period and thereafter diligently prosecutes such cure to
completion; or
(iii) Filing by or against LIGHT TOUCH of a petition to have LIGHT
TOUCH adjudged bankrupt or a petition for reorganization or
arrangement under any law relating to bankruptcy (unless, in
the case of a petition filed against
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LIGHT TOUCH, the same is dismissed within (60) days); or
(iv) Appointment of a trustee or receiver to take possession of
LIGHT TOUCH'S interest in this LEASE, and the appointment of
such trustee or receiver is not vacated and possession restored
to LIGHT TOUCH within thirty (30) days after such appointment;
or
(v) LIGHT TOUCH'S interest in this LEASE shall be sold under
execution; or
(vi) LIGHT TOUCH takes advantage, whether voluntarily or
involuntarily, of a debtor relief proceeding under any present
or future law, whereby the rent or any part hereof, is or
proposed to be, reduced or payment deferred; or
(vii) Making by LIGHT TOUCH of any general arrangement or assignment
for the benefit of creditors; or
(viii) Attachment, execution, or other judicial seizure of LIGHT
TOUCH'S interest in this LEASE, if not satisfied or dissolved
within ten (10) days after written notice from INTRAM to LIGHT
TOUCH to obtain satisfaction thereof; or
(ix) LIGHT TOUCH'S insolvency or admission of an inability to pay
its debts as they mature.
The notice and cure periods herein are in lieu of, and not in addition
to, any notice of cure periods as provided by law.
10. REMEDIES
INTRAM shall have all remedies available to it upon default of any of
the terms and conditions of this LEASE as provided by Ohio law.
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Included in these remedies is the right of INTRAM to, upon default of
any payments envisioned under this LEASE, be permitted to removed all
EQUIPMENT without delay and LIGHT TOUCH will not interfere with such removal.
Should INTRAM be forced to employ legal representation or costs to effect its
remedies, LIGHT TOUCH shall be responsible to pay all costs, included but not
limited to attorney's fees.
Additionally, LIGHT TOUCH agrees that upon its default of any terms and
conditions of this LEASE, it will assign and transfer the Softlight License
Agreement entered into between LIGHT TOUCH and Thermolase Corporation, dated
10/7/98, to INTRAM, or its successors and assigns.
IN WITNESS WHEREOF, the parties have hereunto set their hands.
Witness: INTRAM INVESTMENT COMPANY
/s/ Xxx X. Xxxxxxx BY: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, President
/s/ Xxxxx Xxxxxxxx Date: 10-23-98
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Witness: LIGHT TOUCH VEIN & LASER, INC.
/s/ Xxx X. Xxxxxxx BY: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, Director
Xxxxx Xxxxxxxx Date: 10-23-98
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