EXHIBIT 10.14
OFFICE LEASE
THIS LEASE is made and entered into by and between XXXXXXXXX PROPERTIES-2,
LLC a Wisconsin limited liability company (hereinafter "Landlord") and CORONADO
INDUSTRIES INC. (hereinafter "Tenant").
WITNESSETH
GENERAL PROVISIONS. The following terms shall have the meaning set forth in
this Section unless specifically modified by other provisions of this Lease:
1.1 DATE OF LEASE: October 21, 2004
1.2 BUILDING: The 3500 Square Feet building located at 00000 X.
Xxxxxxx Xxxx., Xxxxxxxx Xxxxx, XX, together with the
land and other improvements and facilities
appurtenant thereto.
1.3 PREMISES: The entire building and related land.
1.4 TERM: Approximately Five years and 15 days commencing on
December 1st, 2004 (the "Commencement Date") and
ending on December 15th, 2009, (the "Expiration
Date"), unless extended or terminated earlier in
accordance with this Lease. The tenant shall be
allowed to move into the premises on or any time
after November 15th, 2005.
1.5 ACCESS: Tenant to have early access to the premises prior to
commencement upon the execution of this lease and
payment of the security deposit.
1.6 MONTHLY
BASE RENT: $4520 (3500 square feet X $15.50 per square foot
divided by 12)
1.7 PERMITTED
USE: General Office Purposes and light assembly
1.8 LANDLORD'S
ADDRESS 000 X. Xxxxxxxxx Xx., Xxxxx 000
FOR NOTICES: Xxxxxxxxx, XX 00000
1.9 TENANT'S ADDRESS
FOR NOTICES: Address of Premises
1.10 SECURITY DEPOSIT: $4520
1.11 GUARANTOR(S): Xxxx X. Xxxxx the Guarantor shall execute the
Guaranty attached hereto as Exhibit C.
1.12 EXHIBITS: A - Guaranty
All exhibits are attached hereto and incorporated herein.
2. GRANT AND TERM. Landlord hereby leases to Tenant and Tenant hereby leases
from Landlord the Premises for the Term and upon all of the other terms,
conditions and provisions of this Lease. The Term of this Lease shall commence
on the Commencement Date set forth in Section 1.4 and shall end on the
Expiration Date set forth in Section 1.4 unless extended or sooner terminated as
provided herein. Tenant shall have the option to renew as stated herein. Each
party agrees, at the request of the other, to execute and deliver an instrument
confirming the actual Commencement Date and the Expiration Date when determined.
3. RENT. Tenant agrees to pay to Landlord at Landlord's address set forth in
Section 1.8 or such other place designated by Landlord, without prior demand or
notice and without setoff, the rent for the Premises consisting of Base Rent set
forth in Section 3.1, and any other additional payments due under this Lease.
The obligation of Tenant to pay rent is hereby declared to be an independent
covenant.
3.1 BASE RENT. The amount specified in Section 1.6 shall be payable in
advance on the first day of each month during the Term except that the Monthly
Base Rent for the first full month of the Term shall be paid upon execution of
this Lease by Tenant. In the event the Commencement Date is not the first day of
a calendar month, the rent for such partial month shall be prorated based upon
the actual number of days of the Term during such month. The parties hereto
agree that the Base Rent payable under the terms of this Lease shall be free
from any deduction, offset or counterclaim by reason of any obligation of
Landlord or any other reason and all of the provisions of this Lease shall be
construed and interpreted to such end.
3.2 PERSONAL PROPERTY TAXES. Tenant agrees to timely pay when due all
personal property taxes, whether assessed against Landlord or Tenant, on
Tenant's furniture, equipment and other items of personal property owned by
Tenant and located in or about the Premises.
3.2.1 REAL ESTATE TAXES. Landlord shall remain responsible for all real
estate taxes assessed on the Premises.
3.3 LATE CHARGE. Tenant acknowledges that late payment of rent involves
additional costs to Landlord for collection and bookkeeping, and, accordingly,
Tenant agrees that, if rent due hereunder is not paid by the tenth day after it
is due, then Tenant shall pay upon demand, as additional rent, a late charge
equal to ten percent (10%) of the amount required to be paid. The foregoing
provision for payment of a late charge shall not be construed to extend the date
for payment of any sums required to be paid by Tenant hereunder or to relieve
Tenant of its obligation to pay all such sums at the tune or times herein
stipulated, and neither the demand for, nor collection by, Landlord of such late
charge shall be construed as a cure of Tenant's default in the payment of rent.
4. SECURITY DEPOSIT. Upon execution of this Lease, Tenant shall deposit with
Landlord the Security Deposit set forth in Section 1.10 as security for the
prompt, full and faithful performance by Tenant of each and every provision of
this Lease. Landlord is not required to hold the Security Deposit in any special
or trust account, but may commingle the Security Deposit with other funds of
Landlord. No interest shall be paid to Tenant on the Security Deposit. If Tenant
fails to perform any of its obligations under this Lease, Landlord may, but
shall not be obligated to, use, apply or retain the whole or any part of the
Security Deposit for the payment of (i) any Rent or other sums of money due from
Tenant hereunder, (ii) any sum expended by Landlord on Tenant's behalf in
accordance with the provisions of this Lease, and/or (iii) any costs or expenses
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incurred by Landlord as a result of Tenant's default. The use, application or
retention of the Security Deposit or any portion thereof by Landlord shall not
prevent Landlord from exercising any other right or remedy provided by this
Lease against the Security Deposit. If any portion of the Security Deposit is
used, applied or retained by Landlord for the purposes set forth above, Tenant
agrees, within ten (10) days after the written demand from Landlord, to deposit
cash with Landlord in an amount sufficient to restore the Security Deposit to
its original amount. If Tenant shall fully and faithfully comply with all of the
provisions of this Lease, the Security Deposit or any balance thereof shall be
returned to Tenant after the expiration or termination of this Lease after
Tenant has surrendered the Premises to Landlord in accordance with this Lease
and paid all amounts due and owing to Landlord. In no event shall Tenant be
permitted to use or designate the Security Deposit for the payment of rent.
5. USE OF PREMISES. Tenant may use and occupy the Premises solely for the
purposes set forth in Section 1.7 of this Lease and for no other purpose or
purposes without the prior written consent of Landlord. Tenant agrees to conduct
its business at all times in a high class and reputable manner, and Tenant shall
not use or allow the Premises to be used for any improper, immoral, unlawful or
objectionable purpose or which could injure the reputation of the Building.
Tenant shall not commit or suffer to be committed any waste upon the Premises,
and Tenant shall not place a load upon any floor of the Premises which exceeds
the floor load per square foot which such floor was designed to carry. Tenant
shall not commit or suffer to be committed any nuisance or other act or thing
which may disturb the quiet enjoyment of any other occupant or tenant of the
Building. Tenant shall not use or permit to be used any medium which might
constitute a nuisance, such as loudspeakers, sound amplifiers, phonographs,
radios, televisions, or any other sound producing devices which will carry sound
or transmit vibrations outside the Premises. Tenant agrees that business
machines and mechanical equipment used by Tenant which cause vibration or noise
that may be transmitted to the Building to such a degree as to be reasonably
objectionable to Landlord or any occupants or tenants in the Building shall be
placed and maintained by Tenant at its expense in settings of cork, rubber or
springtype vibration eliminators sufficient to eliminate such vibrations or
noise. Tenant shall not cause or permit in or about the Premises any offensive
or other odors objectionable to other tenants or patrons of the Building.
6. QUIET ENJOYMENT. Landlord covenants that, subject to the payment by Tenant of
the rent herein provided and the observance and performance of all covenants,
terms and conditions on Tenant's part to be observed and performed, Tenant shall
have and enjoy during the Term hereof, the quiet and undisturbed possession of
the Premises, without hindrance, disturbance or molestation from Landlord,
subject, however, to the terms of this Lease.
7. CONDITION OF PREMISES. Landlord shall not be required to perform any
improvements or to rework, remodel or recondition the Premises in any manner
whatsoever for Tenant's use and occupancy thereof Tenant may perform certain
minor remodeling items including the creation of a conference room, closure of
the second floor bathroom, minor remodeling of the first floor kitchen, and any
other tenant improvements, subject to the prior written approval of the
Landlord. Tenant agrees to restore any bathroom modifications to there present
condition at the termination of this lease. Landlord agrees to contribute $2500
toward the cost of these improvements at the time tenant begins occupancy and/or
upon landlord's verification that the improvements have been completed. Landlord
also shall recarpet the premises at landlord's cost.
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8. INSURANCE. Landlord shall procure and maintain fire and hazard insurance on
the Building. Tenant shall, AT its expense, obtain and carry at all times during
the Term of this Lease (a) commercial general liability insurance including
contractual liability coverage for the indemnification obligations of Tenant
contained in this Lease covering injury to or death of persons and damage to
property in an amount not less than $1,000,000.00 combined single limit per
occurrence/$2,000,000.00 annual aggregate (or such higher amounts as Landlord
shall from time to time determine); (b) fire insurance, with extended coverage,
vandalism and malicious mischief and theft and mysterious disappearance
endorsements, without coinsurance, covering the contents of the Premises and all
alterations, additions and leasehold improvements made by or for Tenant in the
amount of their full replacement value; (c) if and to the extent required by
law, worker's compensation insurance or similar insurance; and (d) such other
insurance as may be required from time to time by Landlord or any underlying
lessor or mortgagee of the Building. All of such policies shall be written by an
insurance company or companies satisfactory to Landlord, shall name Tenant,
Landlord and any other parties in interest designated by Landlord, as insureds,
as their interest may appear, shall be written as primary policy coverage and
not contributing with or in excess of any coverage which Landlord or any such
other party designated by Landlord may carry, and shall contain a clause that
the insurer will not cancel or change the insurance coverage without at least
thirty (30) days prior written notice to Landlord. Evidence of such insurance in
form satisfactory to Landlord shall be furnished to Landlord prior to the
Commencement Date and at least thirty (30) days prior to the renewal date and at
such other times as may be reasonably requested by Landlord. Such insurance may
be furnished by Tenant under any blanket policy carried by it or under a
separate policy therefor provided that such blanket policy contains an
endorsement that names Landlord and any other party designated by Landlord as an
additional insured, references the Premises and guarantees a minimum limit
available for the Premises equal to the insurance amounts required in this
Lease. Landlord may at any time and from time to time inspect and/or copy any
and all insurance policies required to be procured by Tenant under this Lease.
9. INDEMNITY. Tenant agrees to indemnify and save Landlord harmless from and
against any and all claims, damages, costs and expenses, including reasonable
attorney fees, in any manner arising out of or in connection with the occupancy
of the Premises by Tenant including but not limited to, the conduct or
management of the business conducted by Tenant in the Premises, the breach or
default on the part of Tenant in the performance of any covenant or agreement
contained in this Lease, or any negligence of Tenant or its agents, employees,
concessionaires, licensees, customers or invitees, unless damage is caused by
the negligence or intentional acts of Landlord. In case any action or proceeding
is brought against Landlord by reason of such claim, Tenant, upon notice from
Landlord, shall defend such action or proceeding. Tenant's obligations under
this Section shall survive the termination of this Lease.
10. WAIVER OF SUBROGATION. Each party hereby expressly releases the other for
liability it may have on account of any loss to the Premises or Building or
contents thereof due to fire or any peril included in the coverage of any
applicable fire and extended coverage and material damage insurance, however
caused, including such losses as may be due to the negligence of the other
party, its agents or employees, but only to the extent of any amount received by
reason of such insurance, and each party hereby waives any tight of subrogation
which might otherwise exist in or accrue to such party on account thereof. If
either party fails to maintain in force any insurance required by this Lease to
be carried by it, then for purposes of this waiver of subrogation it shall be
deemed to have been fully insured and to have recovered the entire amount of its
loss.
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11. NON-LIABILITY OF LANDLORD. Landlord shall not be liable to Tenant, and
Tenant hereby waives all claims against Landlord, for any injury or damage to
any person or property in or about the Building resulting from the Building or
Premises, or any part thereof, or any equipment thereof becoming out of repair;
flooding of basements or other areas; damages caused by sprinkling devices,
air-conditioning apparatus, snow, frost, water leakage, steam, excessive heat or
cold, falling plaster, broken glass, sewage, gas, odors or noise or the bursting
or leaking of pipes or plumbing fixtures; any act or neglect of other tenants or
occupants or employees in the Building; or any other thing or circumstance
whatsoever, whether of a like nature or of a wholly different nature, unless
caused by the negligent or intentional acts of Landlord. All property in or
about the Building or Premises belonging to Tenant, its agents, employees or
invitees shall be there at the risk of Tenant or other person only, and Landlord
shall not be liable for damage thereto or theft, misappropriation or loss
thereof. If Landlord shall fail to perform any covenant or condition of this
Lease upon Landlord's part to be performed and, as a consequence of such
default, Tenant shall recover a money judgment against Landlord, such judgment
shall be satisfied only out of the proceeds of sale received upon execution of
such judgment and levied thereon against the right, title and interest of
Landlord in the Building and out of rents or other income from such property
receivable by Landlord, and Landlord shall not be personally liable for any
deficiency.
12. COMPLIANCE WITH LAWS AND BUILDING RULES. Tenant shall, at its sole cost and
expense, promptly comply with all laws, statutes, ordinances and governmental
rules, regulations or requirements now or hereafter in force, and with the
requirements of the local Board of Fire Underwriters or any similar body now or
hereafter constituted relating to any alterations or remodeling done to the
premises. Tenant shall also observe and comply with the requirements of all
policies of insurance at any time in force with respect to the Building, and
Tenant shall not do or permit anything to be done on or about the Building or
bring or keep anything therein which will in any way increase the cost of any
insurance now or thereafter carried on the Building or any of its contents or
that will invalidate any such insurance. Tenant shall also comply with the rules
and regulations attached to this Lease as Exhibit B and such other reasonable
rules and regulations to regulate the use, occupancy and operation of the
Building which may from time to time be established by Landlord in writing (the
"Building Rules"), and any modifications or amendments thereto provided they are
applied uniformly to all tenants of the Building, and do not interfere with the
rights granted herein. Landlord shall not be responsible to Tenant for the
noncompliance by other tenants or occupants with the Building Rules.
13. ENVIRONMENTAL REQUIREMENTS. Tenant shall comply with all applicable federal,
state and local environmental laws, ordinances and all amendments thereto and
rules and regulations implementing the same, together with all common law
requirements, which relate to discharge, emissions, waste, nuisance, pollution
control, hazardous substances and other environmental matters as the same shall
be in existence during the Lease Term. All of the foregoing laws, regulations
and requirements are hereinafter referred to as "Environmental Laws". Tenant
shall obtain all environmental licenses, permits, approvals, authorizations,
exemptions, certificates and registrations (hereinafter collectively referred to
as "Permits") and make all applicable filings required of Tenant under the
Environmental Laws required by Tenant to operate at the Premises. The Permits
and required filings shall be made available for inspection and copying by
Landlord at Tenant's offices upon reasonable notice and during business hours.
Tenant shall not cause or permit any flammable or explosive material, petroleum
or petroleum by-products, contaminant, radioactive material, hazardous waste or
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material, toxic waste or material or any similar substance which is or may
become regulated under any applicable federal, state or local law (hereinafter
collectively referred to as "Hazardous Substances") to be brought upon, kept or
used in or about the Premises except for small quantities of such substances as
is necessary in the ordinary course of Tenant's business provided that Tenant
shall handle, store, use and dispose of any such Hazardous Substance in
compliance with all applicable laws and the highest standards prevailing in the
industry for the storage and use of such substances or materials, in a manner
which is safe and does not contaminate the Premises or the Building, and Tenant
shall give Landlord written notice of the identity of such substances. If any
lender or governmental agency shall ever require testing to ascertain whether or
not there has been any release of any Hazardous Substance, then the reasonable
costs thereof shall be reimbursed by Tenant to Landlord upon demand as
additional rent if such requirement applies to the Premises. Tenant shall, from
time to time, at Landlord's request, execute such other affidavits,
representations and the like concerning Tenant's best knowledge and belief
regarding the presence of Hazardous Substances on the Premises. Tenant hereby
agrees to indemnify and hold Landlord harmless from any liability, claim or
injury, including attorney fees, and the cost of any required or necessary
repair, cleanup, remediation or detoxification, arising out of (i) the use,
manufacture, handling, storage, disposal or release of any Hazardous Substances
by Tenant, its agents and employees on, under or about the Premises, or (ii) an
actual or alleged violation of Environmental Laws in connection with the
occupancy of the Premises by Tenant or any occupant of the Premises or the
operation of Tenant's business on the Premises during the Lease Term. The
foregoing covenants and indemnification shall survive the expiration of the Term
of this Lease.
14. UTILITIES. Tenant shall be responsible for contracting for all utilities
services and payment of all costs associated with the use of such utilities
including, but not limited to water, sewer, electric, gas, and telephone
service.
15. REPAIRS. Tenant shall replace as necessary all light bulbs, fluorescent
tubes, ballasts and other lighting devices in lighting fixtures within the
Premises. Tenant shall be responsible for the repair and maintenance of any
minor issues within the premises. (Example: replacement of air filters, the
fixing or replacement of a leaky faucet, etc.) The Landlord shall be responsible
for the repair, replacement, and or maintenance of any major issues within the
premises. (Example: repair or replacement of a burst/broken water
line/pipe/main, the repair of any electrical issues that were caused by
something other than the negligence of the tenant, etc.) Except as set forth
herein, Tenant shall, at its expense, keep the interior of the Premises in good
condition and repair and shall also be responsible for the entire cost of all
repairs and replacements otherwise the responsibility of Landlord hereunder that
are required by reason of acts or negligence of Tenant, its agents, employees,
customers or invitees. Tenant shall be responsible for repairing any damage to
the Building caused by the installation or moving of Tenant's furniture,
equipment and personal property. Tenant shall, at its expense, also repair or
replace with glass of equal quality any broken or cracked plate or other glass
in doors, windows and elsewhere in or adjacent to the Premises. Tenant shall at
all times keep the Premises in a clean, orderly, neat and safe condition. Tenant
shall not defer any repairs or replacements to the Premises by reason of the
anticipation of the expiration of the Term. In the event that, at the request of
Tenant, Landlord performs any maintenance, repairs or servicing of the Premises
which is the obligation of Tenant hereunder, then Tenant shall pay Landlord
directly tberefor. Tenant shall give Landlord written notice of the need for any
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such repairs to be made by Landlord, and Landlord shall be under no liability
for damage or injury, however caused, in the event of its failure to make such
repairs unless it shall have received such notice from Tenant and failed to make
such repairs within a reasonable time after receipt of such notice. Tenant
hereby waives any right to make repairs at Landlord's expense. Landlord may make
any alterations, improvements or repairs which Landlord may deem necessary for
the preservation, safety or improvement of the Premises. Not withstanding the
above, Landlord shall be responsible for the repair and replacement of the roof
and Building structure, and replacement of any HVAC equipment.
16. JANITORIAL SERVICES. Tenant shall be responsible for janitorial and
landscape services.
17. UTILITIES. Tenant shall be responsible for and timely pay all charges for
water, electricity, gas, telephone amid all other separately metered utility
services used or consumed in the Premises. In no event shall Landlord be liable
for damages, nor shall the rental herein reserved be abated or subject to offset
or deduction for failure to furnish or any delay in furnishing any utility
services nor shall the temporary failure to furnish any of such services be
construed as an eviction of Tenant or relieve Tenant from the duly of observing
and performing all of the provisions of this Lease, provided, however, Landlord
shall make all reasonable efforts to promptly restore such service to the
Premises.
18. ALTERATIONS. Except for the initial modifications referred to in Section 7,
Tenant shall not make or cause to be made any alterations, additions or
improvements to the Premises, or install or cause to be installed any floor
covering, interior or exterior lighting, plumbing fixtures or shades or make any
changes to the entrance of the Premises or to any plumbing, sprinkler,
electrical or mechanical facilities of the Premises (all of the foregoing being
hereafter referred to as an "Alteration") without delivering to Landlord the
plans and specifications therefor and obtaining the prior written approval of
the Landlord. Landlord's consent to an Alteration may be granted or withheld in
its sole discretion or may be made contingent upon Tenant agreeing to such
conditions relating thereto as Landlord may impose. Any Alteration shall be made
at Tenant's own cost and expense by a contractor approved by Landlord and in a
good and workmanlike manner in accordance with the laws, ordinances and codes
relating thereto, any insurance policies or underwriting requirements and any
rules and regulations promulgated by Landlord with respect to construction and
free from any claim or claims for construction liens, and Tenant shall indemnify
and hold Landlord harmless from and against any and all claims, liens, costs and
expenses on account of such work. Tenant shall provide Landlord with evidence of
insurance in amounts and coverage satisfactory to Landlord naming Landlord as an
additional insured and Tenant shall comply with all other terms and provisions
as Landlord may impose as a condition to giving its consent to an Alteration.
Landlord may charge Tenant a reasonable charge to cover its overhead as it
relates to such work.
19. SIGNS. Tenant may install signs, at its expense, on the outside of the
Premises. The signs shall comply with all applicable laws, ordinances and Tenant
shall obtain any necessary permits. During the Term, Tenant shall keep its signs
in presentable condition. Tenant shall not install, erect or maintain any sign
in violation of any applicable law, ordinance, or use permit of any governmental
authority.
20. LIENS. Tenant shall not create or permit any liens under any construction
lien law to be filed or recorded against the Premises or against the interest of
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Landlord or Tenant therein. If any such lien is filed or recorded, Tenant shall
immediately cause such lien to be discharged of record.
21. RIGHT OF ENTRY. Landlord reserves the right to enter upon the Premises at
all reasonable hours, with reasonable notice, to examine the same, to make
repairs, additions or alterations to the Premises or Building, to supply any
service to be provided by Landlord to Tenant hereunder, and to show the Premises
during the last six months of the lease term. Landlord agrees that, in making
such repairs, additions or alterations, it shall use reasonable efforts to
minimize interference with the conduct of Tenant's business operations. Landlord
shall keep a passkey and be allowed admittance to the Premises at all reasonable
hours in the event of any required inspection or at any time in the event of
emergency. Tenant shall not add or change the locks to any doors of the
Premises. Any entry to the Premises shall not under any circumstances be
construed or deemed to be a forcible or unlawful entry into, or a detainer of,
the Premises, or an eviction of Tenant or impose any liability on Landlord.
Nothing contained herein shall be deemed to impose on Landlord any obligation or
duty to make repairs or alterations to the Premises except as expressly provided
in this Lease.
22. ASSIGNMENT OR SUBLETTING. Tenant shall not assign or in any manner transfer
this Lease or any estate or interest therein without the prior written consent
of Landlord, which shall not be unreasonably withheld, and Tenant shall not
sublet the Premises or any part thereof or permit any use of any part of the
Premises without like consent. Consent by Landlord to one or more assignments of
this Lease or to one or more subletting of said Premises shall not operate to
exhaust Landlord's rights under this Section In the event that Tenant, with or
without the previous consent of Landlord, does assign or in any manner transfer
this Lease or any estate or interest therein, Tenant shall in no way be released
from any of its obligations under this Lease. The following shall be deemed to
be an assignment of this Lease within the meaning of this Section: (a) the sale,
issuance or transfer of any voting stock of Tenant (if Tenant is a nonpublic
corporation or if Tenant is a public corporation and such sale, issuance or
transfer results in Tenant becoming a nonpublic corporation) which results in a
change in voting control of Tenant; (b) the sale, issuance or transfer of any
partnership or membership interest in Tenant if Tenant is a partnership or
limited liability company; (c) the sale, issuance or transfer of any beneficial
interest in Tenant if Tenant is a trust; amid (d) the death or incapacity of
Tenant if Tenant is a natural person. Without waiving Landlord's right hereunder
to declare a default in the event of an assignment of this Lease or a subletting
of the Premises or any part thereof or occupancy of the Premises by anyone other
than Tenant, Landlord may collect from the assignee, sublessee or occupant, any
rental and other charges herein required, but such collection by Landlord shall
not be deemed an acceptance of the assignee, sublessee or occupancy, nor a
release of Tenant from the performance by Tenant of this Lease. Further, Tenant
at all times and under all circumstances shall remain liable to Landlord for the
payment of rent due and to become due and the performance of all other
obligations of Tenant hereunder for the term hereof. Tenant shall pay to
Landlord, as additional rent, any costs and expenses including attorney fees
incurred by Landlord in connection with any proposed or purported assignment,
sublease or other transfer.
Notwithstanding the foregoing, Landlord agrees not to unreasonably withhold
its consent to any assignment of this Lease by Tenant to a party acquiring all
of the assets of Tenant's business conducted on the Premises (a "Successor"),
provided that (i) Tenant shall notify Landlord in writing of the proposed
transaction, (ii) the Successor's financial strength, business reputation and
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business experience are in accordance with generally acceptable commercial
standards, (iii) at the time of the proposed assignment, Tenant shall not be in
default of any of the terms of this Lease; and (iv) the Successor shall assume
all obligations of Tenant under this Lease in a writing reasonably acceptable to
Landlord. If Landlord consents to any requested assignment, sublease or other
transfer, and if under such sublease, assignment or transfer, Tenant shall
receive rent or any other consideration, either initially, or over the term of
the sublease, or pursuant to the provisions of the assignment or transfer, then
Tenant shall pay to Landlord, as additional rent hereunder, the excess of any
such sublease rent or other consideration received by Tenant from such subtenant
or assignee over the rent provided for herein, within ten (10) days after its
receipt.
Landlord may assign or transfer its interest in the Building at any dine
without the consent of Tenant. In the event of any such assignment or transfer,
the transferor shall be automatically relieved of any and all obligations and
liabilities on the part of Landlord accruing from and after the date of such
transfer, and in such event Tenant agrees to look solely to the successor in
interest of Landlord in and to this Lease. This Lease shall not be affected by
any such sale or conveyance, and Tenant agrees to attorn to the purchaser or
grantee, which shall be obligated on this Lease only so long as it is the owner
of Landlord's interest in and to this Lease.
23. DAMAGE OR DESTRUCTION. In the event the Premises shall be so damaged or
destroyed by fire, the elements or any other casualty as to render untenantable
all or any part of the Premises, Landlord shall, within sixty (60) days after
the happening of such damage or destruction, cause a competent architect or
engineer to examine the condition of the Premises and to prepare and furnish to
Tenant a good faith written estimate of the amount of time which, in the
judgment of such architect or engineer, reasonably would be required to restore
the Premises to a condition at least equivalent to their condition which
Landlord furnished to Tenant upon the commencement of the Term. If the period of
time estimated by such architect or engineer shall be in excess of two hundred
seventy (270) days from the date of said damage or destruction, then Tenant
shall be entitled to terminate this Lease by written notice to Landlord which is
received by Landlord within ten (10) days after Tenant's receipt of the
estimate, time being of the essence. In the event of such termination, Tenant
shall remain liable for performance of all its obligations through the date of
termination. If, however, the period of dine so estimated by said architect or
engineer shall be less than two hundred seventy (270) days, or if such period is
in excess of two hundred seventy (270) days but Tenant shall not have elected,
as aforesaid, to terminate this Lease, then Landlord shall promptly repair
and/or restore the Premises to a condition at least equivalent to the condition
which Landlord furnished to Tenant upon the commencement of the Term. In no
event shall Landlord be obligated to expend an amount in excess of the insurance
proceeds available to Landlord for such repair and restoration. If the Premises
are repaired or restored as provided herein, then Tenant shall, at its expense,
repair and restore Tenant's leasehold improvements and Alterations and Tenant's
trade fixtures, furnishing and equipment to a condition equivalent to their
condition prior to such damage or destruction. If the Premises or any part
thereof shall be rendered untenantable by any destruction or damage, then a pro
rata portion ranging from 0%-100% of the rent based upon the number of square
feet of area in the Premises which are untenantable shall be abated until the
Premises or such part thereof shall have been put in tenantable condition.
Notwithstanding the foregoing, if any destruction or damage to the Premises or
Building (whether or not the Premises are affected) is so extensive that
Landlord, in its sole discretion, elects not to repair or restore the Premises
9
or Building, or the proceeds of insurance are not sufficient or available to
fully pay the cost of the repair or restoration, then Landlord may terminate
this Lease effective as of the date of the damage by written notice to Tenant.
The provisions of this Section are subject to the rights of Landlord's
mortgagees, if any.
24. EMINENT DOMAIN. In the event all or substantially all of the Premises are
taken by the exercise of the power of eminent domain or sold under threat of
eminent domain, this Lease shall terminate as of the date possession is
transferred to the acquiring authority, and the rent payable hereunder shall be
apportioned accordingly. If any immaterial part of the Building is sold or taken
(whether or not the Premises are affected), Landlord shall have the right to
terminate this Lease as of the date possession is transferred to the acquiring
authority upon giving written notice thereof to Tenant, and the rent payable
hereunder shall be apportioned accordingly. In the event this Lease is not
terminated pursuant to the foregoing, then this Lease shall continue in force as
to the part of the Premises not taken and the rent payable thereafter shall be
reduced in proportion to the amount of total floor area of the Premises taken.
In the event of any such taking, Landlord, upon receipt and to the extent of the
award in condemnation or proceeds of sale, shall, unless this Lease has been
terminated, make necessary repairs and restorations (exclusive of Tenant's
leasehold improvements and Alterations) to restore the Premises remaining to as
near its former condition as circumstances will permit. All damages awarded by
or amounts paid by the acquiring authority for any such taking, whether for the
whole or a part of the Premises or the Building shall belong to and be the sole
property of Landlord whether such damages are awarded as compensation for loss
of, or diminution in value to, the leasehold or the fee thereof, provided,
however, Tenant shall have the tight to pursue such claim or claims as Tenant
may have legally for relocation expenses, interruption of business and such
items which do not reduce the award or proceeds of sale payable to Landlord. In
the event that this Lease is terminated, Tenant shall not have any claim against
Landlord for the value of the unexpired term hereof. Tenant may terminate this
Lease if a partial taking reduces Tenants total floor area of the Premises to a
size that prevents Tenant from conducting business. The provisions of this
Section are subject to the rights of Landlord's mortgagees, if any.
25. SUBORDINATION. This Lease is and shall be subject and subordinate at all
times to all ground or underlying leases which now exist or may hereafter be
executed affecting the Building and to the lien of any mortgages or deeds of
trust now or hereafter placed on or against the Building, or on or against
Landlord's interest or estate therein, and including all extensions, renewals,
amendments and supplements to any such lease, deed of trust or mortgage, without
the necessity of the execution and delivery, of any further instruments on the
part of Tenant to effectuate such subordination. Tenant covenants and agrees to
execute and deliver upon demand such further instruments evidencing such
subordination of this Lease to such ground or underlying leases and to the lien
of any such mortgages or deeds of trust as may be required by Landlord provided
that any lessor under any such ground or underlying lease or the holder of any
mortgage or deed of trust has agreed to recognize the rights of Tenant under
this Lease so long as Tenant is not in default hereunder. Notwithstanding
anything herein above contained in this Section, in the event the holder of any
mortgage or deed of trust or the lessor under any ground or underlying lease
shall at any time elect to have this Lease constitute a prior and superior lien
to its mortgage, deed of trust or lease, then and in such event, upon any such
holder notifying Tenant to that effect in writing, this Lease shall be deemed
prior and superior in lien to such mortgage, deed of trust or lease, whether
this Lease is dated prior to or subsequent to the date of such mortgage or
lease.
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26. ESTOPPEL CERTIFICATE. Tenant agrees that it will, within ten (10) days after
receipt of Landlord's written request, execute and deliver a certificate to
Landlord certifying (i) that this Lease is in full force and effect; (ii) the
Commencement Date and Expiration Date of this Lease; (iii) that rent due under
this Lease has been paid without offset or defense thereto; (iv) the dates to
which rent and other charges have been paid and the amount of rent, if any, paid
in advance by Tenant; (v) whether this Lease has been modified and, if so,
identification of such modifications; (vi) Tenant has no knowledge of any
existing default by Landlord under the Lease or if Tenant does have knowledge of
any default by Landlord, Tenant shall set forth the alleged default; and (vii)
such other matters as Landlord or Landlord's mortgagee may reasonably require.
It is intended that any such statement may be relied upon by any person
proposing to acquire Landlord's interest in this Lease or any prospective
mortgagee of, or assignee of any mortgage or deed of trust upon, such interest.
27. SURRENDER. Upon termination of this Lease, whether by the lapse of time or
otherwise, Tenant shall surrender the Premises to Landlord broom-clean and in
good condition and repair consistent with Tenant's duties to maintain and repair
the Premises. All Alterations and decorations made to the Premises by Tenant
shall remain and be the property of Landlord unless Landlord shall require
Tenant, at Tenant's expense, to remove any or all thereof and repair the damage
caused by such removal. All furniture, equipment and unattached movable personal
property owned by Tenant may (and upon Landlord's request shall) be removed from
the Premises by Tenant no later than the termination date, and Tenant shall
repair any and all damage caused by such removal. If the Premises are not
surrendered upon the termination of this Lease as set forth herein, Tenant shall
indemnify Landlord against all loss or liability resulting from delay by Tenant
in so surrendering the Premises including, without limitation, any claim made by
any succeeding tenant founded on such delay. Tenant shall also surrender all
keys and/or access cards to the Premises and the Building and shall inform
Landlord of combinations to locks, safes and vaults, if any, in the Premises.
28. HOLDING OVER. Any holding over after the expiration of the term hereof with
the written consent of Landlord, shall be construed to be tenancy from
month-to-month (at the Monthly Base Rent in effect on the Expiration Date plus
the additional rent payable hereunder for the month immediately preceding), and
shall otherwise be on the same terms and conditions herein specified so far as
applicable. In the event Landlord shall not consent to such holding over,
Landlord shall have any remedies provided in this Lease or by applicable law,
including, without limitation, the right to recover as damages from Tenant an
amount equal to double the rent (including Base Rent and additional rent)
payable hereunder, apportioned on a daily basis for each day of holding over.
29. NOTICES. Any notice required or permitted to be given by either party to the
other hereunder shall be in writing and shall be delivered in person or sent by
U.S. mail, postage prepaid and addressed to the respective addresses set forth
in Sections 1.9 and 1.10 above. Either party may, by like notice at any time and
from time to time, designate a different address to which notices shall be sent.
30. INTEREST. All rent and other payments to be made hereunder by Tenant to
Landlord shall bear interest from and after the due date thereof at the rate of
interest equal to four percent (4%) above the prime rate of interest announced
and in effect from time to time at Xxxxxxx Bank, Phoenix, AZ office, or its
successor (but in no event shall such rate be in excess of the highest legal
rate of interest permitted to be charged by law) from the date due until paid,
compounded monthly, but the payment of such interest shall not excuse or cure
any default by Tenant under this Lease.
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31. DEFAULTS AND REMEDIES. If (a) Tenant shall fail to pay the rent or any
charge due hereunder within ten (10) days after the same is due, or (b) Tenant
shall fail to perform any of the other covenants or conditions herein contained
on the part of Tenant, and such default shall continue for thirty (30) days
after written notice thereof shall have been given to Tenant, or (c) if this
Lease shall, by act of Tenant or by operation of law or otherwise, pass to any
party other than Tenant, or (d) if Tenant shall abandon or vacate the Premises
or permit the Premises to become vacant, or (e) Tenant or any guarantor of this
Lease shall become insolvent or bankrupt or make an assignment for the benefit
of creditors, or (I) a receiver or trustee of Tenant's property or that of any
guarantor of this Lease shall be appointed and such receiver or trustee, as the
case may be, shall not be discharged within thirty (30) days after such
appointment, then in any such case, Landlord may, upon notice to Tenant, recover
possession of and reenter the Premises without affecting Tenant's liability for
past rent and other charges due or future rent and other charges to accrue
hereunder. In the event of any such default, Landlord shall be entitled to
recover from Tenant, in addition to rent and other charges equivalent to rent,
all other damages sustained by Landlord on account of the breach of this Lease,
including, but not limited to, the costs, expenses and attorney fees incurred by
Landlord in enforcing the terms and provisions hereof and in re-entering and
recovering possession of the Premises and for the cost of repairs, alterations
and brokerage and attorney fees connected with the reletting of the Premises.
Further, AT the election of Landlord, Landlord shall have the right to declare
this Lease terminated and canceled, without any further rights or obligations on
the part of Landlord or Tenant (other than Tenant's obligation for rent and
other charges due and owing through the date of termination), so that Landlord
may relet the Premises without any tight on the part of Tenant to any credit or
payment resulting from any reletting of the Premises. In case of a default under
this Lease, Landlord may, in addition to terminating this Lease, or in lieu
thereof, pursue such other remedy or combination or remedies and recover such
other damages for breach of tenancy and/or contract as are available at law or
otherwise.
Landlord may, but shall not be obligated to, cure any default by Tenant
(specifically including, but not by way of limitation, Tenant's failure to
obtain insurance, make repairs, or satisfy lien claims) and whenever Landlord so
elects, all costs and expenses paid by Landlord incurring such default,
including without limitation attorney fees, shall be payable to Landlord as
additional rent due on demand, together with interest at the rate provided in
Section 30 above from the date of the advance to the date of repayment by Tenant
to Landlord.
No receipt of money by Landlord from Tenant after the termination of this
Lease or after the service of any notice or after the commencement of any suit,
or after final judgment for possession of the premises shall reinstate, continue
or extend the term of this Lease or affect any such notice, demand or suit.
All rights and remedies of Landlord herein enumerated shall be cumulative
and none shall exclude any other right or remedy allowed by law or equity, and
such rights and remedies may be exercised and enforced concurrently and whenever
and as often as the occasion therefore arises. The failure or forbearance on the
part of Landlord to enforce any of its rights or remedies in connection with any
default shall not be deemed a waiver of such default, nor a consent to any
continuation thereof, nor a waiver of the same default at any subsequent date.
Any action by Landlord under the provisions of this Lease, or to enforce the
provisions of this Lease, or to declare a termination of Tenant's interest under
this Lease, or to repossess itself of the Premises (whether through legal
12
proceedings instituted for that purpose or otherwise), shall not, in any event,
release or relieve Tenant from its continuing obligations hereunder, including,
without limitation, its continuing obligation to make all payments herein
provided.
32. OPTION TO EXTEND. Tenant shall have an open option to extend the term of
this Lease for additional period(s)/year(s) as negotiated and agreed to by both
parties. The parties shall execute a supplemental memorandum confirming the
commencement date and expiration date of the Extension Term if Tenant's option
is exercised. Such extension shall be on all of the same terms, covenants,
provisions and conditions contained in this Lease, except that Base Rent payable
by Tenant during the Extension Term shall be agreed upon, prior to the signing
of the extension. Such option shall be exercisable only by Tenant giving written
notice of Tenant's desire to extend which is received by Landlord not less than
6 months nor more than 12 months before expiration of the Term of this Lease,
time being of the essence. Tenant shall be entitled to exercise such option to
extend, and the Term of this Lease shall, in fact, be extended, only if (1) AT
the time Tenant gives notice of the exercise of the option, and upon the last
day of time original Term prior to the commencement of the Extension Term, this
Lease is in full force and Tenant is not in default under this Lease past
applicable grace periods, and (2) all guarantors of Tenant's obligations under
this Lease extend their guaranties for the entire Term, as extended.
33. COSTS AND ATTORNEY FEES. Tenant shall pay upon demand all Landlord's costs,
charges and expenses, including attorney fees and the fees of agents and others
retained by the Landlord, incurred in enforcing the Tenant's obligations
hereunder or incurred by the Landlord in any litigation in which Landlord,
without Landlord's fault, becomes involved or concerned by reason of the
existence of this Lease or the relationship hereunder of Landlord and Tenant and
in which Landlord prevails.
34. FORCE MAJEURE. In the event that Landlord shall be delayed or hindered in or
prevented from the performance of any act required hereunder by reason of
strike, lockouts, labor troubles, inability to procure materials, failure of
power, restrictive governmental laws, regulation, orders or decrees, riots,
insurrection, war, acts of God, inclement weather, or other reason of like or
unlike nature or cause beyond Landlord's control, then performance of such act
shall be excused for the period of the delay and the period for the performance
of any such act as shall be extended for a period equivalent to the period of
such delay.
35. MODIFICATIONS. If required by Landlord's mortgage lender, Tenant agrees to
make such changes to this Lease which do not, in Tenant's opinion, affect the
term, rent or any other obligations or rights of Tenant under this Lease.
36. SUCCESSORS AND ASSIGNS. The terms, covenants and conditions hereof shall be
binding upon and inure to the parties hereto and their respective heirs,
personal representatives, successors and assigns. No third party, other than
such successors and assigns, shall be entitled to enforce any or all of the
terms of this Lease or shall have rights hereunder whatsoever.
37. EXECUTION. The submission of this document for examination does not
constitute an offer to lease, or a reservation of, or option for, the Premises
and this document becomes effective and binding only upon the execution and
delivery hereof by both Landlord and Tenant. Tenant confirms that Landlord has
made no representations or promises with respect to the Premises or the making
or entry into of this Lease except as are expressly set forth herein, and agrees
13
that no claim or liability shall be asserted by Tenant against Landlord for, and
Landlord shall not be liable by reason of, breach of any representations, or
promises not expressly stated in this Lease. This Lease can be modified or
altered only by agreement in writing between Landlord and Tenant.
38. INTERPRETATION. The laws of the State of Arizona shall govern the validity,
performance and enforcement of this Lease. The invalidity or unenforceability of
any provision of this Lease shall not affect or impair any other provision.
Whenever the singular number is used, the same shall include the plural, and the
masculine gender shall include the feminine and neuter genders. The captions
appearing in this Lease are inserted only as a matter of convenience and in no
way define, limit, construe or describe the scope or intent of such sections or
paragraphs of this Lease nor in any way affect this Lease.
39. MISCELLANEOUS. Nothing contained in this Lease shall be deemed or construed
by the parties hereto or by any third party to create the relationship of
principal and agent, or of partnership, or of joint venture, or of any
association between Landlord and Tenant, it being expressly understood and
agreed that neither the method of computation of rent nor any other provisions
contained in this Lease nor any act of the parties hereto shall be deemed to
create any relationship between Landlord and Tenant other than the relationship
of landlord and tenant. No waiver of any default of Tenant hereunder shall be
implied from any omission by Landlord to take any action on account of such
default if such default persists or is repeated, and no express waiver shall
affect any default other than the default specified in the express waiver and
then only for the time and to the extent therein stated. One or more waivers of
any covenants, term or condition of this Lease by Landlord shall not be
construed as a waiver of a subsequent breach of the same covenant, term or
condition. The consent or approval by Landlord to or of any act by Tenant
requiring Landlord's consent or approval shall not be deemed to waive or render
unnecessary Landlord's consent or approval to or for any subsequent similar act
by Tenant. Whenever any provision of this Lease calls for the consent of either
Landlord or Tenant, the party from whom consent is requested may withhold such
consent for any reason whatsoever unless the provision in question provides that
said party may not reasonably withhold such consent. The headings of the several
sections contained herein are for convenience only and do not define, limit or
construe the contents of such sections.
40. CORPORATE AUTHORITY. If Tenant is a corporation, limited liability company
or other entity, each individual executing this Lease on behalf of Tenant
represents and warrants that he or she is duly authorized to execute and deliver
this Lease on behalf of said corporation, in accordance with a duly adopted
resolution of the board of directors of said corporation, and that this Lease is
binding upon said corporation in accordance with its terms without the joinder
or approval of any other person.
41. JOINT AND SEVERAL LIABILITY. If Tenant is more than one natural person, the
individuals collectively referred to herein as Tenant shall be jointly and
severally liable with respect to the obligation to pay rent and all of the other
obligations, covenants and agreements of Tenant set forth in this Lease.
42. ADDENDA. The provisions, if any, included at the end of this Lease, and any
riders and exhibits appended to this Lease, are hereby made a part of This Lease
as though set forth in full at this point.
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IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and
year first above written.
LANDLORD:
XXXXXXXXX PROPERTIES-2, LLC
By: /s/ Xxxxxxx X. XxXxxx
------------------------------
Xxxxxxx X. XxXxxx
Its: Sole Member
TENANT:
CORONADO INDUSTRIES INC.
By: /s/ Xxxx X. Xxxxx
------------------------------
Xxxx X. Xxxxx
Its: President
15
EXHIBIT C
GUARANTY OF LEASE
FOR VALUE RECEIVED and in consideration for and as an inducement to
XXXXXXXXX PROPERTIES-2, LLC ("Landlord") to lease a certain office building to
CORONADO INDUSTRIES INC. ("Tenant"), pursuant to a lease dated December 1st,
2004, (the "Lease") by and between Landlord and Tenant, the undersigned, Xxxx X.
Xxxxx ("the Guarantor"), do hereby, unconditionally and irrevocably guarantee to
Landlord the punctual payment of all Base Rent (as such term is defined in the
Lease) and any and all additional sums of money payable by Tenant under the
Lease, in accordance with and subject to the provisions of the Lease, and the
full performance and observance of all other terms, covenants, conditions and
agreements therein provided to be performed and observed by Tenant under the
terms of the Lease for the duration of the entire Lease Term, for which the
undersigned shall be jointly and severally liable with Tenant. If any default on
the part of Tenant shall occur under the Lease, the undersigned do hereby
covenant and agree to pay to Landlord in each and every instance such sum or
sums of money and to perform each and every covenant, condition and agreement
under the Lease as Tenant is and shall become liable for or obligated to pay or
perform under the Lease, together with the costs reasonably incurred by Landlord
in connection therewith, including, without limitation, reasonable attorneys'
fees. Such payments of Base Rent and other sums shall be made monthly or at such
other intervals as the same shall or may become payable under the Lease,
including any accelerations thereof, all without requiring any notice from
Landlord (other than any notice required by the Lease) of such non-payment or
non performance, all of which the undersigned hereby expressly waive.
The maintenance of any action or proceeding by Landlord to recover any sum
or sums that may be or become due under the Lease and to secure the performance
of any of the other terms, covenants and conditions of the Lease shall not
preclude Landlord from thereafter instituting and maintaining subsequent actions
or proceedings for any subsequent default or defaults of Tenant under the Lease.
The undersigned do hereby consent that without affecting the liability of the
undersigned under this Guaranty and without notice to the undersigned, time may
be given by Landlord to Tenant for payment of Base Rent and such other sums and
performance of said other terms, covenants and conditions, or any of them, and
such time extended and indulgence granted, from time to time, or Tenant may be
dispossessed or Landlord may avail itself of or exercise any or all of the
rights and remedies against Tenant provided by law or by the Lease, and may
proceed either against Tenant alone or jointly against Tenant and the
undersigned or against the undersigned alone without first prosecuting or
exhausting any remedy or claim against Tenant. The undersigned do hereby further
consent to any subsequent change, modification or amendment of the Lease in any
of its terms, covenants or conditions, or in the Base Rent payable thereunder,
or in the premises demised thereby, or in the term thereof, and to any
assignment or assignments of the Lease, and to any subletting or sublettings of
the premises demised by the Lease, and to any renewals or extensions thereof,
all of which may be made without notice to or consent of the undersigned and
without in any manner releasing or relieving the undersigned from liability
under this Guaranty.
The undersigned do hereby agree that the bankruptcy of Tenant shall have no
effect on the obligations of the undersigned hereunder. The undersigned do
hereby further agree that in respect of any payments made by the undersigned
hereunder, the undersigned shall not have any rights based on suretyship,
subrogation or otherwise to stand in the place of Landlord so as to compete with
Landlord as a creditor of Tenant, unless and until all claims of Landlord under
the Lease shall have been fully paid and satisfied.
Neither this Guaranty nor any of the provisions hereof can be modified,
waived or terminated, except by a written instrument signed by Landlord. The
provisions of this Guaranty shall apply to, bind and inure to the benefit of the
undersigned and Landlord and their respective heirs, legal representatives,
successors and assigns. The undersigned, if there be more than one, shall be
jointly and severally liable hereunder, and for purposes of such several
liability the word "undersigned" wherever used herein shall be construed to
refer to each of the undersigned parties separately, all in the same manner and
with the same effect as if each of them had signed separate instruments, and
this Guaranty shall not be revoked or impaired as to any of such parties by the
death of another party or by revocation or release of any obligations hereunder
of any other party. If Landlord should retain counsel and/or institute any suit
against Guarantor to enforce this Guaranty or any covenants or obligations
hereunder, then Guarantor shall pay to Landlord, upon demand, all reasonable
attorneys' fees, costs and expenses, including, without limitation, court costs,
filing fees, recording costs, and all other costs and expenses incurred in
connection therewith (all of which are referred to herein as "Enforcement
Costs"), in addition to all other amounts due hereunder. This Guaranty shall be
governed by and construed in accordance with the internal laws of the state
where the premises demised by the Lease are located. For the purpose solely of
litigating any dispute under this Guaranty, the undersigned submits to the
jurisdiction of the courts of said state.
By: /s/ Xxxx X. Xxxxx
------------------------------
Xxxx X. Xxxxx
Date: October 21st, 2004
2
IN WITNESS WHEREOF, the undersigned have executed this Guaranty as of the date
of the Lease.
STATE OF ARIZONA )
) SS
COUNTY OF MARICOPA )
On the 20th day of October, 2004, before me, a Notary Public in and for
said County personally appeared XXXX X. XXXXX, the GUARANTOR in the foregoing
GUARANTY who acknowledged that the signing thereof was his/her free and
voluntary act and deed for the uses and purposes therein mentioned
/s/ Xxxxxx Xxxxx
-------------------------------
Notary Public, State of Arizona
My Commission Expires: 1-14-06
OFFICIAL SEAL
XXXXXX XXXXX
Notary Pubic - State of Arizona
MARICOPA COUNTY
My comm. expires Jan. 14 2006
3
