EXHIBIT 10.3
LEASE AGREEMENT
This Agreement made the 5th day of May, 2000 by and between
IAMG Holdings, Inc. a Delaware public corporation, whose principal place of
business is located at 0000 Xxxxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000 ("Lessor")
and F&L Apparel, Ltd., a New Jersey corporation, whose principal place of
business is located at 0000 00xx xxxxxx, Xxxxx Xxxxxx, Xxx Xxxxxx ("Lessee").
WHEREAS, Lessor is the owner of IAMNY, Inc, a subsidiary
corporation, previously engaged in the apparel manufacturing business; and
WHEREAS, Lessor is the owner of machinery, inventory and other
related equipment necessary to conduct an apparel manufacturing business, and is
willing to lease said equipment to the Lessee upon the terms and conditions set
forth herein; and
WHEREAS, Lessee is desirous of leasing said equipment on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises
exchanged herein, it is agreed as follows:
1. Lessor agrees to lease the machinery, inventory, and
equipment as described in Schedule "A" annexed hereto, for a period of five (5)
years, beginning June 1, 2000 and ending May 31, 2005.
2. Lessee agrees to accept and to lease the items described in
Schedule "A", and to keep and maintain said property at premises 0000 00xx
Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxxxx, during the term of the agreement.
3. Lessee agrees to pay lessor as follows.
A. IAMNY shall retain 15% of all xxxxxxxx, invoices or
accounts receivable issued by Lessee for work, labor and services rendered to
all customers.
4. Lessee agrees to submit to IAMNY all documentation
necessary to prepare a billing, invoice, or accounts receivable for work, labor,
and services rendered. IAMNTY shall prepare all xxxxxxxx, invoices and accounts
receivables for Lessee's customers, and shall render accountings to Lessee on a
bi-monthly basis.
5. During the terms of this lease, Lessee shall be solely
responsible to maintain the property listed in Schedule A in good working
condition. In the event the equipment requires repairs or replacement, the
Lessee shall have the sole responsibility to pay for same and
title to said property, including replacement property, shall remain in lessor's
name. On the expiration of this lease, all equipment and machinery shall be
turned over to the Lessor.
6. Lessee shall rot cause any lien or encumbrance to be placed
on any of the property listed in Schedule A, without the written consent of
Lessor. In the event any lien or encumbrance is placed against the property in
Schedule A without lessors written consent, this agreement is null and void, and
Lessor shall have the right to enter the premises to take possession of the
property.
7. As additional security to guarantee the lessee's
performance under this agreement Lessor agrees to execute an assignment of lease
and to obtain the landlord's consent to assignment. The assignment shall be held
in escrow by lessor's attorney. In the event of breach of any terms of this
agreement, the lessor's attorney, with 48 hours notice of defaults, sha11 turn
over the lease to Lessor.
8. In the event Lessor is required to institute legal
proceedings against the Lessee, or is required to defend any action commenced by
a third party, all reasonable attorney fees arid expenses incurred by Lessor
shall be paid by Lessee.
9. This Lease agreement shall be personally guaranteed by
Xxxxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx.
IAMG Holdings, Inc.
By: /s/ XXXX XXXXXXXX
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President
F&L Apparel, Ltd.
By: /s/ XXXXXXXX XXXXXXXX
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President
By: /s/ XXXXXXXX XXXXXXXX
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Individually
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