MEMORANDUM OF LEASE AGREEMENT
THIS MEMORANDUM OF LEASE AGREEMENT executed this _____ day of ___________,
1995 by and between XXXX X. XXXXXX and XXXXXX X. XXXXXX d/b/a XXXXXX
PROPERTIES, a Florida general partnership (hereinafter "Lessor"), OMI
ACQUISITION CORP., a Delaware corporation (hereinafter "Lessee"), and
DIAGNOSTIC/RETRIEVAL SYSTEMS, INC. (hereinafter "Guarantor").
WITNESSETH:
WHEREAS, Lessor and Lessee entered into three separate Lease Agreements for
space located at Building 2330, Woodlake Commerce Park, Palm Bay, Brevard
County, Florida whereby Lessee leased premises of 35,510 square feet, 14,400
square feet and 4,000 square feet (hereinafter Lease 1, Lease 2 and Lease 3
respectively); and
WHEREAS, the parties are desirous of setting forth their understanding with
respect to said leases 1, 2 and 3.
NOW THEREFORE, IN CONSIDERATION OF THE SUM OF $1.00, IT IS AGREED BY AND
BETWEEN THE PARTIES, AS FOLLOWS:
1. That Lessor will provide to Lessee for use by its employees, customers,
invitees and guests under said three leases, approximately 135 total parking
spaces, which shall be in addition to those expressly provided for in lease 1.
2. At such time as Lessee takes possession of the demised premises under
Leases 1 and 2, the HVAC, plumbing, electrical and other systems will be in
good working order.
3. Should Lessee be legally entitled to terminate Lease 1, said
termination shall also entitle Lessee at its option to terminate Lease 2
and/or Lease 3.
4. At such time as Lease 3 is in force, the parties acknowledge that the
office buildings of which the demised premises are a part shall be increased by
4,000 square feet. Accordingly, at such time as the premises under Lease 3 are
completed, the Lessee's obligation for "additional charges" as set forth in
Paragraph 26 of Leases 1, 2 and 3 shall be re-prorated based upon the total
amount of building square footage increasing from 164,500 square feet to
168,500 square feet.
5. Upon request by Lessee, the parties agree to enter into a lease for an
additional 10,000 square feet located within or adjacent to Woodlake Commerce
Park Buildings 1 and 2 at a location to be determined by Lessor.
(a) Said lease space and improvements shall be constructed at the
sole expense of Lessor.
(b) Lessor shall have 180 days after execution of a lease for said
premises within which to complete construction of said space.
(c) The base rent for said space shall be the actual cost of
construction as defined in Paragraph 3 of Lease 3 between the parties,
amortized over the remaining terms of the above-referenced lease at 1.3 times
the interest rate charged by a lender to Lessor at the time such improvements
are completed.
(d) The parties will enter into a lease in substantially the same
form as lease 3. In addition to the rent as set forth in 5(c) above, Lessee
shall pay additional rent as provided in Paragraph 26 of the subject leases
based upon a pro-rata basis.
IN WITNESS WHEREOF, Lessee, Lessor and Guarantor have caused this
instrument to be executed as of the date first above written, by their
respective officers or parties thereunto duly authorized.
Signed, sealed and delivered Lessee: OMI ACQUISITION CORP.
in the presence of:
-------------------------------- By
--------------------------------
-------------------------------- Title Secretary
------------------------------
Attest
----------------------------
Secretary
(Corporate Seal)
Signed, sealed and delivered Lessor: XXXXXX PROPERTIES
in the presence of:
-------------------------------- -----------------------------------
Authorized Agent for
-------------------------------- Xxxxxx Properties
Signed, sealed and delivered Guarantor: DIAGNOSTIC/RETRIEVAL
in the presence of: SYSTEMS, INC.
-------------------------------- By:
-------------------------------
-------------------------------- Title:
----------------------------
Attest:
---------------------------
Secretary
(Corporate Seal)
