LEASE AGREEMENT
This Lease is entered into on the 1st day of April, 1999, by and between
INTRAM INVESTMENT CORPORATION, an Ohio Corporation (hereinafter referred to
as "Lessor") whose address is 00000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxx 00000 and
LIGHT TOUCH VEIN & LASER, INC. dba Tri-State Laser, an Ohio corporation,
(hereinafter referred to as "Lessee") whose address is 00000 Xxxxxxxxxx Xxxx,
Xxxxxxxxxx, Xxxx 00000.
WHEREAS, Lessor has purchased certain equipment particularly described
in ASSETS - EXHIBIT "A"; and
WHEREAS, Lessee desires to lease said equipment from Lessor; and
WHEREAS, Lessor is agreeable to leasing the equipment to Lessee.
NOW THEREFORE, the parties agree as follows:
1. EQUIPMENT
Lessor hereby leases to Lessee upon the terms and conditions set forth
herein, the equipment as more particularly described as ASSETS - EXHIBIT "A",
attached hereto (hereinafter referred to as "EQUIPMENT").
2. TERM
The term of this Lease shall be twenty-four (24) months, commencing
April 16, 1999, and terminating April 6, 2001 at 12:00 midnight.
3. RENT
Lessee shall pay a base rent to Lessor of Seventy-seven Thousand Forty and
08/100
Dollars ($77,040.08), payable in equal weekly installments of Seven Hundred
Forty and 77/100 ($740.77), due and payable on each Friday of the week, with
the first payment due and owing on April 16, 1999. A 10% penalty of
Seventy-four and 08/100 Dollars ($74.08) shall be assessed to the rental
payment should rent not be paid on or before the due date each week.
Time is of the essence as to rent payments.
4. SECURITY DEPOSIT
A security deposit of Three Thousand One Hundred Eighty-five and 31/100
Dollars ($3,185.31), representing one (1) month's base rent, shall be
delivered to Lessor at the signing of this Lease. Lessor acknowledges receipt
of said security deposit by its signature on this LEASE.
5. USE AND CARE OF EQUIPMENT
Lessee shall not use or knowingly permit any part of the EQUIPMENT to be
used for any unlawful purpose. Lessee shall keep the EQUIPMENT and every part
thereof in a clean and wholesome condition and generally that it will, in all
respects, and at all times, fully comply with all lawful health, fire and
police regulations.
6. INSURANCE
Lessee shall, at all times, insure the EQUIPMENT against fire, theft and
damage during the term of this Lease. Lessee shall provide proof of
insurance, which shall be in an amount of at least equal to the replacement
value of EQUIPMENT, and provide proof to Lessor that insurance
2
is in full force and effect.
Lessee shall, at all times, carry liability insurance on EQUIPMENT, with
a policy limit of at least $1,000,000.00.
Lessor shall be named as an additional insured on the insurance
coverage.
7. TAXES, TITLE AND LICENSE
Lessee shall assume and be responsible for any and all taxes, including,
but not limited to the personal property tax, as well as title and licensing
cost, on EQUIPMENT.
8. INDEMNIFICATION
Lessee shall indemnify and hold Lessor harmless from any and all
liability arising out of any use of the EQUIPMENT.
9. REPAIRS, MAINTENANCE AND MODIFICATIONS
Lessee covenants and agrees, at its own expense, to keep the EQUIPMENT
in good repair, order and condition at all times. Lessee will commit no waste
to the EQUIPMENT.
Lessee shall make no modifications to EQUIPMENT without the written
consent of Lessor.
Lessee shall allow Lessor to inspect the EQUIPMENT. Lessor shall provide
Lessee with a 24-hour notice of its desire to inspect EQUIPMENT.
10. ASSIGNMENT
This Lease shall be non-assignable by Lessee. Lessee shall not sublet the
EQUIPMENT.
3
11. DEFAULT
A. Events of Default. The occurrence of any one or more of the
following events shall constitute a material default and breach of this Lease
by Lessee, which, if not cured within any applicable time permitted for cure
hereinbelow, shall give rise to Lessor remedies set forth in Paragraph 12.
(i) Failure by Lessee to make any payment of rent or any other
payment required to be made by Lessee hereunder, as and when
due, where such failure shall continue for a period of fifteen
(15) days after written notice given by Lessor; or
(ii) Failure by Lessee to observe or perform any of the covenants,
conditions, or provisions of this Lease to be observed or
performed by Lessee, other than described in paragraph (a)
above, where such failure shall continue for a period of
fifteen (15) days after written notice thereof from Lessor to
Lessee; provided, however that if the nature of Lessee's
default is such that more than fifteen (15) days are reasonably
required for its cure, then Lessee shall not be deemed to be
default if Lessee commenced such cure within such fifteen (15)
day period and thereafter diligently prosecutes such cure to
completion; or
(iii) Filing by or against Lessee of a petition to have
Lessee adjudged bankrupt or a petition for
reorganization or arrangement under any law relating to
bankruptcy (unless, in the case of a petition filed
against Lessee, the same is dismissed within sixty
(60) days); or
4
iv) Appointment of a trustee or receiver to take possession
of Lessee's interest in this LEASE, and the appointment
of such trustee or receiver is not vacated and
possession restored to Lessee within thirty (30) days
after such appointment; or
(v) Lessee's interest in this LEASE shall be sold under
execution; or
(vi) Lessee takes advantage, whether voluntarily or
involuntarily, of a debtor relief proceeding under any
present or future law, whereby the rent or any part
hereof, is or proposed to be, reduced or payment
deferred; or
(vii) Making by Lessee of any general agreement or assignment
for the benefit of creditors; or
(viii) Attachment, execution, or other judicial seizure of
Lessee's interest in this LEASE, if not satisfied or
dissolved within ten (10) days after written notice
from Lessor to Lessee to obtain satisfaction thereof;
or
(ix) Lessee's insolvency or admission of an inability to pay
its debts as they mature.
The notice and cure periods herein are in lieu of and not in addition
to, any notice of cure periods as provided by law.
12. REMEDIES
Lessor shall have all remedies available to it upon default of any of
the terms and conditions of this LEASE as provided by Ohio law.
5
Included in these remedies is the right of Lessor to, upon default of
any payments envisioned under this LEASE, be permitted to remove all
EQUIPMENT without delay and Lessee will not interfere with such removal.
Should Lessor be forced to employ legal representation or costs to effect its
remedies, Lessee shall be responsible to pay all costs, included but not
limited to attorney's fees.
IN WITNESS WHEREOF, the parties have hereunto set their hands.
Witness: INTRAM INVESTMENT CORPORATION
/s/ Xxx X. Xxxxxxx BY: /s/ Xxxxxxx X. Xxxxxxx
------------------------- ------------------------------
/s/ Xxxxx Xxxxxxxx Xxxxxxx X. Xxxxxxx, President
-------------------------
LIGHT TOUCH VEIN & LASER, INC.
dba Tri-State Laser
/s/ Xxx X. Xxxxxxx BY: /s/ Xxxxx X. Xxxx
------------------------- ------------------------------
/s/ Xxxxx Xxxxxxxx Xxxxx X. Xxxx, Director
-------------------------
6
