LEASE
THIS LEASE, made and entered into as of the 1st day of January 1995, by
and between Greenfield Land Company (hereinafter called the "Lessor") and
Allied Film Laboratory, INC. (hereinafter called the "Lessee").
1. Premises. Lessor, in consideration of the payments, covenants and
conditions herein expressed, does hereby lease and demise unto Lessee those
certain premises and all buildings, structures, and improvements thereon
(hereinafter called the "Premises") located in the City of Clinton County of
Xxxxxxxx ,State of Tennessee and more particularly described as follows:
Tract 1:
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Situated in the First Civil District of Xxxxxxxx County Tennessee, on the
Southwest shore of Xxxxxx Xxxx Lake and the Eagle Bend industrial park
area, approximately 1- 3/4 miles Southeast of the State Highway 61 bridge
across the lake, and being a portion of TVA Tract No. XMHR-28 and being
more fully described as follows:
BEGINNING at US-TVA Monument 16-94 (Coordinates: N. 625,371; E. 2559,460)
between a road and a railroad at a corner of TVA Property and in the
Eastern line of Xxxxxxx Industrial parkway; thence with Xxxxxxx.1
Industrial parkways, North 15 degrees 48 minutes East, 470 feet to a metal
marker; thence North 15 degrees 52 minutes East, 452 feet to a metal
marker; thence North 16 degrees 29 minutes East, 20.5 feet to a point;
thence leaving Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxxx 00 degrees 16 minutes
East, 586 feet to a point; thence South 85 degrees 4 minutes 50 seconds
East, 539.26 feet to a point, a corner to TVA Tract XMHR-42 a portion of
which is described herein as Tract 2; thence with the line of Tract 2
South 37 degrees 18 minutes West, 929.13 feet to a metal marker in the
line of Tennessee. Valley Authority; thence with TVA Property North 86
degrees 00 minutes West, 700 feet to a metal marker; thence South 83
degrees 24 minutes West, 98 feel to the point of BEGINNING.
Containing 18.24 acres, more or less.
BEING the same property conveyed to Xxxxxxx Electric Company by deed from
the Industrial Development Board of Xxxxxxxx County, Tennessee, dated
April 25, 1985, filed April 13, 1986 in Warranty Book L, Volume 16, Page
729, in the Xxxxxxxx County Register's Office.
TRACT 2:
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SITUATED in the First Civil District of Xxxxxxxx County on the Southwest
shore of Xxxxxx Xxxx Lake and the Eagle Bend Industrial park area and
being a portion of Tract No. XMHR42 and being more fully described as
follows:
TO FIND THE POINT OF BEGINNING commence at US-TVA Monument 16-94
(Coordinates; N. 625,373: E. 2559,460) between a road and a railroad and
in the boundary of the United States of America's (TVA) land; thence
leaving said road and crossing the railroad tracks, North 83 degrees 24
minutes East, 98 feet to a metal marker; thence South 86 degrees 00
minutes East, 700 feet to a metal marker marking the point of BEGINNING;
herein; thence from said point of BEGINNING and leaving the property of
TVA, North 37 degrees 18 minutes East, 929.13 feet to a point; thence
South 85 degrees 4 minutes 50 seconds East, 484.58 feet to a point; thence
South 46 degrees 1 minute West, 1034.79 feet to a metal marker in the line
of TVA Property; thence North 86 degrees West 302 feet to the point of
BEGINNING.
CONTAINING 7.03 acres more or less.
BEING a portion of the property conveyed to Xxxxxxx Electric Company by
deed from the United States of America, dated September 13, 1979 and
recorded in Deed Book W, Volume 14, Page 983, in the Xxxxxxxx Register's
Office.
Plus the 50,000 square foot building located adjacent to the existing
building.
Plus the 45,000 square foot addition adjacent to the existing building
completed in 1994.
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2. Term The term of the Lease shall commence on January 1. 1995 1 and
unless sooner terminated under the provisions hereof, shall run for Fifteen (15)
Years ending on December 31, 2009 (hereinafter called the "Term").
3. Rental. Lessee in consideration and respect of this Lease, hereby
leases and hires said Premises for said Term and covenants and agrees to pay to
the Lessor as rental for said Premises the sum of Six hundred twenty-four
thousand ($624,000) dollars per annum in lawful money of the United States of
America, payments to be made in monthly installments of Fifty-two Thousand
($52,000) payable in advance on or before the 1st day of every month.
The Lessor will guarantee said rental amount
(_________________________)for the period of January 1, 1995 through December
31, 1995 thereafter reserve the right to increase rental amount by any portion
or total thereof based on multiplying the rental amount (_____________ ) by the
fractional change as computed by the numerator of which is the Consumer Price
Index all urban consumers (C.P.I.U.) for (City) (all items 1967=100) published
by the Bureau of Labor Statistics for the month of December using that current
year of computation (current years, ie: 1994, 1995, 1996, etc.) and the
denominator of which is such Consumer Price Index for Detroit for the month of
December 1994. The Lessor will be required to notify the Lessee in writing
thirty (30) days in advance of any rental increase and any change in rental
amount will be cause for an amendum to the lease.
4. Advance Deposit. Upon execution of this Lease, Lessee, in addition to
the monthly installments required by Paragraph 3, shall pay to Lessor an amount
equal to One Months Rent as security for the performance of the covenants of
Lessee under this Lease.
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5. Use and Occupancy. Lessee will not use said Premises in such a way as
to violate any law or regulation of the federal, state or local government. If
any order is made or notice served by any officer of government requiring
compliance with any such law or regulation, and such order or notice is not
obeyed or contested by timely and appropriate proceedings, a default under the
provisions of this paragraph will be deemed conclusively to have occurred.
Default under the provisions of this paragraph will give Lessor the right
forthwith to terminate this Lease and repossess said Premises. Lessee will pay
all license fees, inspection charges and any other expenses which may be imposed
upon Lessor or the Premises because of the occupancy or use of the premises by
Lessee.
6. Repairs and Alterations. With respect to repairs, alternations and the
like, it is agreed:
(a) Lessee during the terms of this Lease shall maintain (by means of
both repair and replacement) the Premises including both
interior and exterior and every part thereof in as good repair, and at
expiration or earlier termination of said Term yield and deliver up the same in
as good condition, as when taken, reasonable or ordinary wear and tear excepted.
Lessee shall have the right to make only such substantial alterations and
changes in and to the Premises and only in such a manner as (i) Lessor shall in
writing approve or (ii) as are required by any lawful authority as a condition
to the use of the Premises for the purposes herein authorized. All
above-mentioned repairs, alterations, replacements, changes and other acts by
Lessee shall be at its own expense, shall not adversely affect the value or
structural strength of the Premises, shall be made in a workmanlike manner, and
shall comply with all applicable laws. rules and regulations of the City of
Clinton, County of Xxxxxxxx, State of Tenessee, and the Board of Fire Insurance
Underwriters.
(b) Prior to the commencement by Lessee of any work in, upon or about the
Premises that might result in the creation of mechanics' or materialmen's liens
thereon, Lessee shall either deliver to the Lessor waivers sufficient to
preclude the creation of such liens in connection with such work, or make other
arrangements satisfactory to the Lessor for payment of the cost of such work.
Lessee covenants that all bills for labor and materials supplied upon Lessee's
order to the Premises shall be fully paid when due, and that in any event any
mechanics' or materialmen's lien or liens are filed in respect-thereof , Lessee
shall within ten(10) days thereafter, at its own cost and expense cause the same
to be discharged by filing the bond or bonds for that purpose required by laws.
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(c) All movable furniture and trade fixtures placed or installed in or
about the Premises by Lessee shall be and remain the property of Lessee and may
be removed by it any time, free from any claim of Lessor, except that Lessee
shall promptly remedy any damages to the Premises caused by such removal. All
other alternations, additions or improvements made by either party upon the
Premises shall be the property of Lessor and shall remain upon and be
surrendered with the Premises upon the termination of this Lease, without
molestation or injury, except as Lessor shall otherwise in writing agree.
(d) Lessee shall at all times keep the Premises in a clean, orderly and
sanitary condition, free from rubbish, refuse, dirt, ice and snow, and Lessee
shall do no act nor permit any condition to exist which may damage said Premises
or be a menace or nuisance, or which constitutes a violation of any law or
ordinance or the order of any court.
(e) If Lessee shall fail or refuse to commence promptly any o@ the repairs
or other obligations required by this paragraph 5 and to complete the same with
reasonable dispatch, Lessor shall have the right to terminate this Lease, or, at
their option, Lessor may enter upon said Premises and themselves do or contract
for the necessary work (this clause shall in nowise relieve the Lessee from its
obligation to keep said Premises at all times in good condition and repair) .
Lessee will reimburse Lessor for the cost of such work as soon as it is
invoiced, and Lessor will have the same remedies for non-payment of such invoice
as for nonpayment of rent.
7. Taxes All real estate and personal property taxes and assessments and
all special taxes and assessments or other governmental charges which may be
levied or assessed upon or in respect of the Premises or any property found in
or about the Premises during the Term of this Lease shall be promptly paid and
discharged by Lessee as, and on the day, the same first becomes due. Receipts
for payment of all such taxes, assessments or governmental charges shall be
furnished Lessor within thirty (30) days after the date upon which they were due
and payable, or Lessee may elect to pay any such taxes assessments or
governmental charges in one or more installments if permissible under the
applicable statute, charter or ordinance, in which event receipts of payment of
all such taxes, assessments or governmental charges shall be furnished Lessor
within thirty (30) days of the date upon which each and every installment
becomes due, provided, however, that all such taxes, assessments or governmental
charges shall be deemed to have become due for purposes of the first sentence of
this paragraph 7 as if all such taxes, assessments or other govern-
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mental charges were required to be paid in full when they first became due. It
is expressly understood that no such taxes, assessments or governmental charges
shall be pro-rated, but that all of the same having a due date during the term
of this Lease shall be paid and discharge by the Lessee.
8. Insurance. With respect to insurance it is agreed:
(a) Lessee shall at its expense carry in full force and effect at all
times during the Term of this Lease, fire, windstorm and extended coverage
insurance, in insurance companies and on policies satisfactory to Lessor,
covering the Premises in a sum equal to not less than eighty percent (80%) of
the insurable value of the buildings, structures and improvements thereon
(whether now or hereafter existing). The named insured in such insurance shall
be the Lessor. All such policies shall be, upon Lessor's demand, delivered to
and retained by it and at any time and from time to time upon Lessor's demand,
Lessee shall deliver documentary proof of the timely payment of premiums
thereon.
(b) Lessee shall use its best efforts to include in its policies of
personal property insurance which insure property located within or about the
Premises, clauses by which the insurers either (i) waive all rights of
subrogation to any claims against Lessor, its officers, agents or employees or
(ii) agree that the insured's rights under such policies shall not be affected
adversely if Lessee waives its rights of recovery against Lessor, its officers,
agents and employees, for any loss covered by such policies. Provided that, and
only if, Lessee's rights under any policy of personal property insurance which
insures property located within or about the Premises are not affected adversely
by such a waiver, Lessee hereby waives its rights of recovery against Lessor,
its officers, agents and employees, for any loss covered by such policy,
notwithstanding that such loss may result from the negligence of Lessor, its
officers, agents or employees.
(c) Lessor shall use its best efforts to include in the policies of
fire, windstorm and extended coverage insurance which insure the Premises, in
which Lessor is the named insured, clauses by which the insurers either (i)
waive all rights of subrogation to any claims against Lessee, its officers,
agents or employees, or (ii) agree that the insured's rights under such policies
shall not be affected adversely if Lessor waives its rights of recovery against
Lessee, its officers, agents and employees, for any loss covered by such
policies. Provided that, and only is, Lessor's rights under any policy of fire,
windstorm and extended coverage insurance which insures the Premises are not
affected adversely by such a waiver, Lessor hereby waives its rights of recovery
against Lessee, its officers, agents and employees, for any loss covered by such
policy, notwithstanding that such loss may result from the negligence of Lessee,
its officers, agents or employees.
9. Damage or Destruction of Premises If the Premises shall be destroyed in
whole or in part by fire or other casualty during the Term of this Lease, Lessor
will repair and restore the same to a good-tenantable condition with reasonable
dispatch.
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10. Eminent Domain. If the whole of said Premises is taken for a public
purpose under the power of eminent domain said term and the obligation of Lessee
to pay rent will cease as of the day that possession is required pursuant to
such taking or voluntary conveyance. If only a part of said Premises is so taken
or if any part of the property described in paragraph 1 is taken for public
purposes under the power of eminent domain, and if the loss of any such
substantially impairs the use to which the Premises was being put. Either Lessee
or Lessor shall have the right to terminate this Lease in its entirety by
written notice to the other party delivered within sixty (60) days after such
taking and specifying a termination date not earlier than the delivery date of
such notice and not later that ninety (90) days after such taking. If this Lease
shall not be so terminated, Lessee shall continue in possession of the remaining
Premises upon the same terms and conditions here in provided, except chat the
rental herein provided for shall be reduced in proportion to the value of any
part of the Premises taken. All damages awarded for such taking shall belong to
and be the property of the Lessor, whether such damage shall be awarded as
compensation for diminution in value to the leasehold or to the fee of the
Premises, except that Lessee shall be entitled to an amount equal to the
reasonable cost of removing its removable fixtures.
11. Peaceful Possession. Lessor represents and covenants that Lessee, upon
paying the aforesaid rentals and performing the covenants and agreements under
this Lease by it to be performed, shall and may have at all times during the
term hereof peaceful and quiet enjoyment and possession of the Premises without
any manner of hindrance from Lessor or any person or persons lawfully claiming
through Lessor.
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12. Condition of Premises. Lessee acknowledges that it has examined the
Premises prior to the making of this Lease, and knows the condition thereof, and
that no representations as to the condition or state of repairs have been made
by or on behalf of Lessor which are not herein expressed, and Lessee hereby
accepts the Premises in their present condition.
13. Non-Liability of Lessor. Not withstanding any other provisions of this
Lease, Lessor shall not in any manner or to any extent be liable or responsible
to Lessee or any other person - -
(a) For any loss or damages (or injury to person or property) caused
by stoppage, failure, malfunction or other defect of or in utilities or any
other aspect or facility of the Premises, such as (but not limited to) leakage,
overflow or backing up of or from plumbing, heating, air-conditioning, gas
lines, water mains, sewers or other drainage facilities;
(b) For loss or damage or injury to person or property resulting from
accidents, explosions, leaks or other causes attributable to Lessee's use
thereof or arising in or bout the Premises and Lessee shall be solely
responsible therefore.
14. Assignment, ETC. Lessee shall not in whole or in part assign,
transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest
herein or hereunder nor sublet all or any part of the Premises, without first
obtaining Lessor's written consent thereto, which consent shall not be
unreasonably withheld. Unless otherwise expressly agreed by lessor in writing,
no assignment, subletting or other aforesaid transaction shall operate to
relieve or dis charge either the Lessee or any or all second parties from the
obligations imposed under this Lease. Lessee shall be fully responsible to
Lessor and Lessor shall be only responsible to Lessee, during the Term of this
Lease as if Lessee were the sole and only occupant of the Premises.
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15. Inspection. Lessor or its authorized agents shall have the right to
enter upon the Premises at all reasonable times for the purpose of inspecting
same. If any repairs (or other obligations under Paragraph 6 hereof) shall be
necessary for which Lessee is responsible, Lessor may demand that Lessee make
the same, and if Lessee refuses or neglects forthwith to commence such repairs
(or other obligations) and complete the same with reasonable dispatch, Lessor
may make or cause such repairs to be made (or other obligations to be performed)
and shall not be responsible to Lessee for any loss or damage that may accrue
including but not limited to Lessee's business by reason thereof.
16. Termination. This Lease may be terminated at any time, and the
Premises thereupon repossessed, upon written notice specifying the date of
termination, only in the following events:
(a) Lessor may terminate it upon not less than seven (7) days,
written notice to Lessee for the nonpayment of any rental or other amount owing
hereunder; provided, however, that this Lease shall not for such reason
terminate if, prior to the date of termination specified in the aforesaid
notice, Lessee shall have paid such overdue rental or other amount in full.
(b) Lessor may terminate it upon not less than ten (10) days, written
notice to the Lessee (specifying the defaults giving rise to such notice) if the
Lessee shall fail or refuse to perform any of its covenants or agreements under
this Lease; provided, however, that this Lease shall not for such reason
terminate if, prior to the date of termination specified in the aforesaid
notice, the Lessee shall have cured all its defaults which are so specified.
(c) If the estate hereby created shall be taken in execution or by
other process of law, or if Lessee shall be adjudicated bankrupt, or if a
petition for reorganization not filed by Lessee shall be approved, or if Lessee
shall file any petition in bankruptcy court or elsewhere stating that it is
insolvent or unable to pay or meet its debts as they mature, or if Lessee shall
become insolvent, or if any receiver be appointed for the business or property
of Lessee, or if any assignment shall be made of Lessee's property for the
benefit of creditors, then and in such event this Lease may be cancelled
forthwith at the option of Lessor.
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17. Notice to Quit. In any instance where Lessor would be entitled to give
notice of termination, as aforesaid, Lessor shall be entitled in lieu thereof to
give a formal notice to quit. The giving of a formal notice to quit prior to
taking proceedings for repossession of the Premises shall not be deemed a
termination of this Lease but shall instead be deemed as a notice and demand for
possession, unless said notice expressly provides for forfeiture of this Lease.
18. Re-entry and Expenses, Etc. Upon termination of this Lease pursuant to
paragraphs 2, 6, 9, 16, 17 or 18 hereof or otherwise, or upon termination of
Lessee's right to possession of the Premises, or if the Premises shall be
deserted or vacated, Lessee shall yield up the Premises peacefully, and it shall
be lawful for Lessor, its agents, attorneys, successors and assigns to re-enter
and repossess the Premises and Lessee and each and every occupant thereof to
remove and put out. In the event that Lessor shall obtain possession of the
Premises by re-entry, summary proceedings or otherwise, Lessee shall be liable
to Lessor for all expenses of obtaining such possession, including bull not
limited to court costs and actual attorney fees, and also all expenses,
commissions and attorney fees which may be paid in connection with reletting
same or attempting so to do, together with all other damages resulting from
Lessee's default.
19. Holding Over. In the event of Lessee holding over after termination of
this Lease, a tenancy from month to month shall thereafter exist in the absence
of a written agreement to the contrary.
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20. Right to Show Premises. Lessee agrees that, during the three (3)
months next preceding the expiration of the Term of this Lease, it will at all
reasonable hours permit Lessor or its duly authorized agent to show the Premises
to any person who might desire to lease or purchase the same.
21. Survival of Obligations. Notwithstanding termination of this Lease,
the Lessee shall be required to carry out any provisions hereof which require
performance by it subsequent to termination; nor shall such termination affect
any liability or obligation which shall have accrued prior to such termination
(including, but not limited to, any accrued rental and any liability for loss or
damage on account of default).
22. Reimbursement. Lessee shall forthwith reimburse Lessor for any
damages, fines or penalties suffered by Lessor because of lessee's noncompliance
with this Lease. Furthermore, if Lessee shall default in the payment of any
amount due under this Lease, or the performance of any other obligation or
provision of or under this Lease, the Lessor may at its option make such payment
or perform such obligation or provision and shall thereupon have a right of
immediate reimbursement (with interest at seven (7%) percent per annum) and at
its option may treat the amount so owing (including interest) as equivalent to
rent, in which case if not paid in full on or before the next rental payment
date specified in paragraph 3, Lessor may treat it as rent in default.
23. Cumulative Remedies. All rights, remedies and benefits of Lessor under
this Lease shall be cumulative and shall not be exclusive of any other rights,
remedies and benefits conferred by law or by this Lease.
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24. Waiver. No waiver of any provision of this Lease, or of the breach
thereof, shall be construed as a continuing waiver or shall constitute a waiver
of any other provision or breach.
25. Modifications, Etc., to be in writing. No present or future
agreements, waivers, consents or approvals pertaining to the Premises or the
subject matter of this Lease shall be binding upon Lessor unless in writing and
signed by Lessor and any modification or amendment of this Lease must be in
writing and signed by both Lessor and Lessee. No party hereto has made any oral
or written representations, guarantees or warranties except as herein set forth;
nor are there any agreements collateral hereto, unless they are in writing and
expressly refer to this Lease.
26. Relationship of Parties. Nothing contained in this Lease shall be
deemed or construed by the parties hereto, nor by any third party, as creating
the relationship of principal and agent or of partnership or of joint venture
between the Lessor and any of the parties hereto, it being understood and agreed
that neither any provision contained in this Lease, nor any acts of the parties
hereto, shall be deemed to create any relationship between the Lessor and any of
the second parties hereto other than the relationship of Lessor and Lessee.
27. Interpretation. The paragraph headings herein are included solely for
convenience and shall in no event affect, or be used in connection with, the
interpretation of this Lease. Each separately numbered paragraph of this Lease
shall be treated as severable, to the end that, if any one or more paragraphs
shall be adjudged or declared illegal, invalid or unenforceable, this Lease
shall be interpreted, and shall remain in full force and effect, as though such
paragraph
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or paragraphs had never been contained in this Lease. Whenever reasonably
necessary in the interpretation of this Lease, pronouns of any gender shall be
deemed synonymous, as shall singular and plural pronouns.
28. Successors and Assigns. This Lease shall bind and inure to the benefit
of Lessor, its personal representatives, heirs, devisees, successors and
assigns, and as to Lessee it shall bind its personal representatives, heirs,
devisee, successors and assigns, but it shall inure to their benefit only as
Lessor acquiesces in their continued possession of said Premises.
29. Notices. Any notice, demand or other writing to be given pursuant to
this Lease shall be deemed to have been given and received, and to be effective
all purposes, when sent by registered mail, postage prepaid, and return receipt
requested, to the following addresses, respectively (or such other address as
the recipient shall have previously designated by written notice):
Lessor: Greenfield Land Company
0000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Managing Partner
Lessee: Allied Film Laboratory, Inc.
Eagle Bend Industrial Park
370 X. X. Xxxxxxx Xxxxxxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxxxx 00000
30. Interest. Any rental or other amount owing to Lessor pursuant to this
Lease shall bear interest at the rate of seven (7%) per cent per annum from the
due date to the date of payment.
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31. Payments and Receipts. Rentals and other amounts owing by either party
pursuant to this Lease shall be paid in current Detroit funds at the same
address specified for notices, unless a different address has been designated in
writing. Each party shall be entitled to receive from the other party upon
request a written receipt for any rentals or other such amounts which may be
paid.
32. Option to Renew. Lessee shall have the option to renew this Lease, on
the same terms and conditions as herein contained, for a period of one
additional year. If Lessee so renews for one additional year, Lessee shall have
the further option to renew this Lease, on the same terms and conditions as
herein contained, for another one-year period. Such options must be exercised in
writing prior to ninety (90) days before the expiration of this Lease or of any
renewal period under this Lease, and notice must be sent to the Lessor pursuant
to paragraph 29 above.
IN WITNESS THEREOF, the parties hereto have caused this Lease to be
executed by their duly authorized officers on the day and year first above
written.
Signed, sealed and delivered Greenfield Land Company
in the presence of:
/s/ [ILLEGIBLE] By /s/ [ILLEGIBLE]
----------------------------- -----------------------------------
Managing Partner
Allied Film Laboratory, Inc.
/s/ [ILLEGIBLE] By /s/ [ILLEGIBLE]
----------------------------- -----------------------------------
Its President
By
----------------------------- -----------------------------------
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State of Michigan )
County of ) ss
On this 1st day of January, 1995 before me, a notary public in and for
said County, personally appeared Xxxxxxx X. Xxxxx to me personally known, who
being by me duly sworn did for himself say that he is the Managing Partner of
Greenfield Land a named in and which executed the foregoing Lease as Lessor, and
that said Lease was signed and sealed on behalf of said by authority of its
agreement and the said acknowledged said Lease to be the free act and deed of
said _____________________________________.
/s/ Xxxxxxxxx X. Xxxxxx
------------------------------------
XXXXXXXXX X XXXXXX
Notary Public, Macomb County, MI
My Commission Expires May 2, 1998
Acting in Xxxxx County, MI
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