Exhibit 10.56
AMENDMENT NO. 1 TO NOVA BUILDING LEASE
DATED AS OF MARCH 28, 2001
BY AND BETWEEN
SAMUEL C. POWELL AND KAREN G. POWELL ("LANDLORD")
AND
MEDTOX SCIENTIFIC, INC ("TENANT")
THIS AMENDMENT is made and entered into effective the 1st day of April,
2001 by and between SAMUEL C. POWELL and KAREN G. POWELL, individual
residents of the State of North Carolina (hereinafter referred to
collectively as "Landlord"), and MEDTOX SCIENTIFIC, INC., a Delaware
corporation (hereinafter referred to as "Tenant").
RECITALS
WHEREAS, Landlord and Tenant entered Lease of property commonly known as
the "Nova Building" on March 28, 2001; and
WHEREAS, said Lease provided in Paragraph 4.03 that Tenant may elect to
have Landlord pay up to $600,000 for improvements to the Demised Premises
and that to the extent that Landlord should advance such funds, Tenant
would repay such advance by an increase in the Monthly Rental due under the
Lease. The increase in the Monthly Rental shall be an amount sufficient to
amortize the principle of such an advance, on a monthly basis, over 10
years at annual interest rate of 9.5%; and
WHEREAS, Landlord has to date advanced $300,000 to Tenant for such
improvements by a virtue of a Promissory Note dated February 2001 a copy of
which is attached hereto as Exhibit "A"; and
WHEREAS, the Parties now wish to amend the Lease to increase the Monthly
Rental by an amount sufficient to amortize the $300,000 advance as set
forth above and to cancel the Promissory Note.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, Landlord and Tenant hereby agree to amend the Lease as
follows:
1. Except as otherwise expressly provided for herein, capitalized terms
used herein shall have the meaning ascribed to such terms in the Lease.
2. Except as specifically provided for in this Amendment, the Lease shall
remain in full force and effect in accordance with its original terms and
conditions.
3. Effective as of April 1, 2001 the Monthly Rental shall be increased by
$3,881.93 which is the amount sufficient to amortize the $300,000 advanced
by Landlord to Tenant to fund improvements on the Premises on a monthly
basis over a 10 year term. Any unpaid balance remaining on the $300,000
advance upon the expiration of the Initial Term or early termination of the
Lease shall be paid within 7 days following such expiration or termination
as provided in Paragraph 4.03 of the Lease.
4. Effective as of the date hereof the Promissory Note shall be null and
void and of no effect.
5. This Amendment may be executed in a number of identical counterparts,
and in telecopy or facsimile transmission shall be binding on the party or
parties whose signatures appear thereon. If so executed, each of such
counterparts is to be deemed an original for all purposes, and all such
counterparts shall, collectively, constitute one amendment , but in making
proof of this Amendment, it shall not be necessary to produce or account
for more than one such counterpart.
DATED EFFECTIVE: April 1, 2001
AS TO Landlord: LANDLORD:
Signed, sealed and delivered in the
presence of:
____________________________(SEAL)
Samuel C. Powell
________________________________
[Unofficial Witness]
____________________________(SEAL)
________________________________ Karen G. Powell
[Witness] [Notary Public]
(Affix seal and date of expiration
of commission)
AS TO Tenant: TENANT:
Signed, sealed and delivered in the
presence of: MEDTOX SCIENTIFIC, INC.,
a Delaware corporation
By:______________________________
________________________________ Name: James Lockhart
[Unofficial Witness] Title: VP Fin. and Admin.
________________________________
[Witness] [Notary Public]
(Affix seal and date of expiration of
commission)
EXHIBIT "A"
PROMISSORY NOTE
$ 300,000 St Paul, Minnesota
"LOAN AMOUNT" February 2001
FOR VALUE RECEIVED, the undersigned, METOX Diagnostics, Inc. and MEDTOX
Scientific, Inc.(herein after collectively the "Borrower") do hereby jointly and
severely promise to pay to the order of Samuel C. Powell ("Powell "), an
individual residing in the state of North Carolina, the entire LOAN AMOUNT and
all accrued interest thereon. Payment of the LOAN AMOUNT and all accrued
interest thereon shall be made at such place as the holder of this Note may
designate from time to time.
Interest shall be computed on the basis of actual days elapsed in a year of
three hundred sixty (365) days and shall be paid monthly on the unpaid principal
balance hereof at an annual rate of nine and one-half percent ( 9.5%).
Interest only shall be payable monthly on this NOTE until the earlier of
March 31, 2001 or the execution of a 10 year lease between MEDTOX Diagnostics,
Inc and Powell for the facility located at 1238 Anthony Road in Burlington,
North Carolina. If no such lease has been executed by March 31, 2001, the entire
LOAN AMOUNT and all accrued and unpaid interest shall immediately due and
payable. If such lease has been executed on or before March 31, 2001 then
commencing with the first month of such lease the entire LOAN AMOUNT and all
accrued interest shall be paid in 120 equal monthly installments as an addition
to the lease payments made each month by MEDTOX Diagnostics, Inc to Powell under
said lease. All payments hereunder shall first be applied to accrued interest
and the remainder shall be applied to reduction of principal. The indebtedness
evidenced by this Note may be prepaid at any time without penalty. Any
prepayments shall be applied first to accrued interest and the balance to
principal, and shall not postpone the due date of any subsequent monthly
installments or reduce the required amount thereof.
In the event the principal of or interest on this Note, or any part
thereof, is not paid when due, at maturity or upon acceleration, or Borrower
otherwise defaults in its obligations under this Note and this Note is placed in
the hands of an attorney for collection, Borrower, its successors and assigns,
will repay on demand all costs and expenses of collection so incurred, including
reasonable attorneys' fees, whether or not suit or legal proceeding is actually
commenced for the collection thereof.
Presentment, notice of dishonor, and protest are hereby waived by the
Borrower. This Note may not be modified orally, but only by an agreement in
writing and signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought.
("BORROWER")
MEDTOX Diagnostics, Inc.
BY: ____________________
ITS: ______________
And
MEDTOX Scientific, Inc.
BY: ____________________
ITS: ______________