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EXHIBIT 10.40
TERMINATION OF LEASE
THIS AGREEMENT, made as of the 24th day of June, 1998 by and between
RIVERFRONT HOLDINGS, INC., a Delaware corporation, successor in interest to
Renaissance Center Venture, (herein called "Landlord"), and United American
Healthcare Corporation, a Michigan corporation, (herein called "Tenant").
WITNESSETH
WHEREAS, on May 2, 1996, Landlord entered into a lease (herein called
the "Lease") with Tenant whereby Landlord demised and let to Tenant certain
premises commonly known as:
000 XXXXXXXXXXX XXXXXX, XXXXX 0000
Xxxxxxx, Xxxxxxxx 00000
being herein called the "Premises," for a Term ending June 30, 2001, on the
terms and conditions contained in the Lease, and
WHEREAS, Landlord and Tenant have decided that it is in their mutual
best interest to cancel and terminate the Lease and it is the intention of
Landlord and Tenant to effect the cancellation of the Lease by this instrument.
NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter contained, and of the release and surrender by Tenant of the Lease
and all of its rights therein and thereunder and all of its rights in and to
Premises (except as otherwise specifically provided herein), and of the release
by Landlord of all obligations of Tenant under the Lease as of June 30, 1998
(the "Termination Date"), and for other good and valuable consideration, the
parties hereto agree and warrant (where specifically stated) as follows:
1. From and after the "Termination Date," Tenant hereby remises,
releases, quitclaims, and surrenders to Landlord, its successors and assigns
forever, the Lease and all rights of Tenant in and to the Premises, however
acquired, together with all of its right and interest (and title, if any) in and
to any and all improvements therein contained, and all of the estate and rights
of Tenant in and to the Lease.
TO HAVE AND TO HOLD THE SAME UNTO LANDLORD, its successors and assigns
forever, from and after said Termination Date.
2. Tenant, for itself and its successors and assigns, subject to the
warranties herein made by Landlord, hereby forever releases and discharges
Landlord from any and all obligations and liabilities under the Lease and from
any and all claims, demands, or causes of action whatsoever against Landlord,
its successors and assigns, arising from and after the Termination Date out of
the Lease thereunder, or the termination and surrender of the Lease and
surrender of Premises.
3. Landlord shall receive all rental payments due and payable through
the Termination Date. Tenant is granted a license to use the Premises for the
period of July 1-15, 1998 ("License Period") for moving and relocating furniture
and other personal property of Tenant from the Premises. Such license
incorporates the terms and conditions contained in the Lease including without
limitation the insurance and indemnity obligations of Tenant. Rental payments
shall be due and payable for the License Period on a per diem basis through the
date the Tenant completes its move,
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calculated at a rate per day equal to 1/365 of the applicable annual rental
payment due under the Lease.
4. Subject to the Tenant's compliance with its disclosure obligations
to local, state and federal regulatory agencies:
a. Tenant agrees to use reasonable efforts to keep (and to
cause its employees, consultants and consultants' employees to keep)
the existence, terms and subject matter of this Termination of Lease
Agreement confidential; and
b. Tenant agrees to use its reasonable efforts (and to cause
its employees, consultants and consultants' employees) to not reveal
the existence, terms and subject matter of this Termination of Lease
Agreement to any Renaissance Center Phase 1 tenant.
5. Landlord, for itself and its successors and assigns, subject to the
warranties herein made by Tenant, hereby forever releases and discharges Tenant
from any and all obligations and liabilities under the Lease and from any and
all claims, demands, or causes of action whatsoever against Tenant, its
successors and assigns, arising from and after the Termination Date out of the
Lease thereunder, or the termination and surrender of the Lease and surrender of
Premises.
6. Landlord and Tenant agree that the Lease is to be canceled and
terminated and the term thereby demised brought to an end as of the Termination
Date with the same force and effect as if the term of the Lease were in and by
the provisions thereof fixed to expire on the Termination Date.
7. Tenant agrees that Landlord shall have the right to re-enter upon
the Premises as of the Termination Date, as fully as it would or could have done
if that were the date provided for the expiration or termination of the Lease.
8. Landlord hereby warrants to Tenant that it is the owner of the
Premises and of the Lessor's interest in the Lease, with full power and
authority to cancel and terminate same.
9. This agreement is executed in duplicate, either counterpart of which
is to be considered an original.
10. This agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, successors assigns.
IN WITNESS WHEREOF, of the parties hereto have caused this instrument
to be executed by their duly authorized officers, and their seals to be affixed
and duly attested, the day and year first above written.
WITNESSETH RIVERFRONT HOLDINGS, INC.,
a Delaware corporation
________________________ By: ________________________________
Its: Authorized Agent
"Landlord"
UNITED AMERICAN HEALTHCARE
CORPORATION,
a Michigan corporation
