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SUBLEASE AGREEMENT
This sublease is made on May 17, 1996, between Transworld Home HealthCare, Inc.
dba DermaQuest ("Sublessor"), whose address is 0000 Xxxxxxxxxx Xxx,
Xxxxxxxxxxxx, Xxxxxxx, 00000 and Great Valley Products-M, Inc. ("Sublessee"),
whose address is Xxxxxxxxxxxx Xxxxx Xxx #0, Xxxxxxxx, XX 00000-0000 as a
sublease under the lease dated February 23, 1995, entered into by RREEF USA
FUND -- III, a California Group Trust as Landlord and Sublessor under this lease
Tenant, a copy of the lease attached and designated Exhibit A.
1. RECITALS. This sublease is made with reference to the following facts and
objectives:
a. This sublease is subject to all of the terms and conditions of the lease
in Exhibit A and Sublessee shall assume and perform Tenant's obligations
in said lease, and Sublessor shall assume and perform the obligation of
the Landlord in said lease, to the extent said terms and conditions are
applicable to the premises subleased pursuant to this sublease. Sublessee
shall not commit or permit to be committed on the subleased premises any
act or omission which shall violate any term or condition of the lease. In
the event of the termination of Sublessor's interest as Tenant under the
lease for any reason, then this sublease shall terminate coincidently
therewith without any liability of Sublessor to Sublessee.
b. All of the terms and conditions contained in the lease in Exhibit A are
incorporated herein except for paragraphs _____________, as terms and
conditions of this sublease (with each reference therein to Landlord and
Tenant to be deemed to refer to Sublessor and Sublessee) and along with
all of the following paragraphs set out in this sublease, shall be the
complete terms and conditions of this sublease.
c. Landlord shall consent to the proposed sublease in this agreement which
shall take effect on June 1, 1996, and Sublessor shall give possession of
the premises to Sublessee on that date.
2. PREMISES. Sublessor leases to Sublessee and Sublessee hires from said
Sublessor the following described premises together with the appurtenances,
situated in the City of Bensalem, County of Bucks, State of Pennsylvania,
commonly known as 0000 Xxxxxxxx Xxxxx Xxxxx # X, Xxxxxxxx, XX 00000.
3. RENTAL. Sublessee shall pay to Sublessor without deduction, setoff, prior
notice or demand, as base rental the sum of One Thousand Eight Hundred Two
50/100 Dollars ($1,802.50) per month in advance on the 1st day of each month
in lawful money of the United States of America, commencing on the 1st day of
June, 1996 and continuing throughout the balance of the term. Monthly rental
for any partial month shall be prorated at the rate of 1/30th of monthly
rental per day. Rent shall be paid to Sublessor at 0000 Xxxxxxxxxx Xxx,
Xxxxxxxxxxxx, Xxxxxxx 00000 or at such other place or places as Sublessor may
from time to time direct.
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4. PREPAID RENT; SECURITY DEPOSIT. The parties acknowledge that Landlord now
holds the sum of $3,605.00, to be applied subject to the provisions of the
lease. Sublessor releases all claims to that sum, and the sum shall be held
by Landlord for the benefit of Sublessee, subject to the provisions of the
lease.
5. TERM.
a. The term of this sublease shall be for a period of Eleven months (11
months) commencing on the 1st day of June, 1996, and ending on the 30th
day of April, 1997.
b. In the event Sublessor is unable to deliver possession of the premises at
the commencement of the term, Sublessor shall not be liable for any damage
caused thereby, nor shall this sublease be void or voidable but Sublessee
shall not be liable for rent until such time as Sublessor offers to
deliver possession of the premises to Sublessee, but the term hereof
shall not be extended by such delay. If Sublessee, with Sublessor's
consent, takes possession prior to the commencement of the term, Sublessee
shall do so subject to all of the covenants and conditions hereof and
shall pay rent for the period ending with the commencement of the term at
the same rental as that prescribed for the first month of the term,
prorated at the rate of 1/30th thereof per day.
6. USE. Sublessee shall use the premises for Office/Warehouse for computer
circuit board distribution and for no other purpose without the prior written
consent of Sublessor. The use includes the assembly of computers, computer
circuit boards and computer peripherals. Sublessee's business shall be
established and conducted throughout the term hereof in a first class manner.
Sublessee shall not use the premises for, or carry on, or permit to be
carried on, any offensive, noisy or dangerous trade, business, manufacture or
occupation nor permit any auction sale to be held or conducted on or about
the premises. Sublessee shall not do or suffer anything to be done upon the
premises which will cause structural injury to the premises or the building
of which the same form a part. The premises shall not be overloaded and no
machinery, apparatus or other appliance shall be used or operated upon the
premises which will in any manner injure, vibrate or shake the premises or
the building of which it is a part. No use shall be made of the premises
which will in any way impair the efficient operation of the sprinkler system
(if any) within the building containing the premises. Sublessee shall not
leave the premises unoccupied or vacant during the term. No musical
instrument of any sort, or any noise making device will be operated or
allowed upon the premises for the purpose of attracting trade or otherwise.
Sublessee shall not use or permit the use of the premises or any part thereof
for any purpose which will increase the existing rate of insurance upon the
building in which the premises are located, or cause a cancellation of any
insurance policy covering the building or any part thereof. If any act on the
part of Sublessee or use of the premises by Sublessee shall cause directly or
indirectly, any
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increase of Sublessor's insurance expense, said additional expense shall
be paid by Sublessee to Sublessor upon demand. No such payment by Sublessee
shall limit Sublessor in the exercise of any other rights or remedies, or
constitute a waiver of Sublessor's right to require Sublessee to
discontinue such act or use.
7. LANDLORD'S CONSENT. Landlord consents to the sublease without waiver of
the restriction concerning further subleases.
8. SUBLESSOR'S LIABILITY. Sublessor shall remain personally liable for the
performance of the provisions of the lease.
9. SUBLESSEE TO HOLD SUBLESSOR HARMLESS. Sublessor warrants that as of the
commencement date of this sublease, there will be no uncured default under
the underlying lease. If Sublessee defaults under the lease, Sublessee
shall indemnify and hold Sublessor harmless from all damages resulting from
the default. If Sublessee defaults in its obligations under the lease and
Sublessor pays rent to Landlord or fulfills any of Sublessee's other
obligations in order to prevent Sublessee from being in default, Sublessee
immediately shall reimburse Sublessor for the amount of rent or costs
incurred by Sublessor in fulfilling Sublessee's obligations under this
sublease, together with interest on those sums at the rate of five percent
(5%) per annum, or the highest legal rate.
10. DEFAULT OF LEASE; NOTICE TO SUBLESSOR.
a. NOTICE TO SUBLESSOR. Landlord will send to Sublessor any notice of
default that Landlord sends to Sublessee.
b. LANDLORD'S REMEDIES AGAINST SUBLESSOR. Upon notice of default by the
Sublessor from the Landlord, the Sublessee agrees to pay rent
directly to the Landlord.
c. RIGHT TO CURE. If Sublessee is in default of the lease, before
Landlord will exercise any of the rights available to Landlord by
reason of any default, Sublessor shall have the right for a period of
five (5) days after the period expires for curing rent defaults, and
ten (10) days after the period expires for curing nonrent defaults, in
which to cure any default, provided the cure is diligently prosecuted
to completion.
d. SUBLESSOR'S REMEDIES AGAINST SUBLESSEE. If Sublessee defaults under
the lease, Sublessor shall have all rights against Sublessee that are
available by law and those contained in the lease, including, without
limitation, Sublessor's right to reenter and retake possession of the
premises from Sublessee.
11. AMENDMENT OF LEASE. Landlord and Sublessee shall not enter into any
agreement that amends the lease without Sublessor's consent. Any
amendment of the lease in violation of this provision shall have no
force or effect on Sublessor.
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12. MISCELLANEOUS.
a. ATTORNEY'S FEES. If any party commences an action against any of the
parties arising out of or in connection with this sublease, the
prevailing party or parties shall be entitled to recover from the losing
party or parties reasonable attorney's fees and cost of suit.
b. NOTICE. Any notice, demand, request, consent, approval or communication
that either party desires or is required to give to the other party or
any other person shall be in writing and either served personally or sent
by prepaid, first-class mail. Any notice, demand, request, consent,
approval, or communication that either party desires or is required to
give to the other party shall be addressed to the other party at the
address set forth in the introductory paragraph of this sublease. Either
party may change its address by notifying the other party of the change
of address. Notice shall be deemed communicated with 48 hours from the
time of mailing if mailed as provided in this paragraph.
c. SUCCESSORS. This sublease shall be binding on and inure to the benefit
of the parties and their successors, except as provided in paragraph 34
of the lease.
12. SUBLEASE COST TO TRANSFER. In connection with any sublease, Sublessor
shall pay to Landlord a fee of $250.00 to defray Landlord's costs in effecting
such transfer.
Redress for any claims against Landlord under this Sublease Agreement shall
only be made against Landlord to the extent of Landlord's interest in the
property to which the leased premises are a part. The obligations of Landlord
under this lease shall not be personally binding on, nor shall any resort be
had to the private properties of, any of its trustees or board of directors and
officers, as the case may be, the general partners thereof or any
beneficiaries, stockholders, employees or agents of Landlord, or the investment
manager.
LANDLORD: SUBLESSOR:
RREEF USA FUND - III, Transworld Home HealthCare, Inc.
a California Group Trust dba/DermaQuest Surgical Supply, Inc.
By: RREEF MANAGEMENT COMPANY, 0000 Xxxxxxxxxx Xxx
a California corporation Xxxxxxxxxxxx, Xxxxxxx 00000
By: /s/ Xxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxx Xxxx
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Xxxxxxx X. Xxxxxxxxxx
Title: V.P., District Manager Title: President
Date: 5-29-96 Date: 5/21/96
SUBLESSEE:
Great Valley Products-M, Inc.
Xxxxxxxxxxxx Xxxxx Xxx #0
Xxxxxxxx, XX 00000-0000
By:/s/ Xxxxxxx Xxxxxxxxxxxxx
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Title: President
Date: 29 May 1996
