EXHIBIT 7.3
LEASE
This Lease, entered into by Kingston Design, LLC (hereinafter
referred to as "Landlord") and Kingston Sales Corp. (hereinafter referred to as
"Tenant"). Witness that Landlord and Tenant, in consideration of their mutual
undertakings, agree as follows:
Article I
Lease of the Premises
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Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord, upon and subject to the terms and provisions of this Lease, the land
and building (comprising approximately 3,000 square feet of office space and
12,500 square feet of warehouse space) located at 7031 Mayflower Park Drive,
Zionsville, Indiana (hereinafter referred to as "Leased Premises"). Subject to
the options to renew described in Article XI, the term of this Lease shall be
sixty (60) months commencing on August 1, 2002. Tenant without demand or notice
shall pay a monthly rental of Seven Thousand dollars ($7,000) payable on or
before the 5th day of each month in advance.
Article II
Use and Compliance with Laws
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Tenant shall keep the Leased Premises in a clean and orderly
condition and shall conduct its business therefrom in a careful and safe manner.
Tenant shall not use the Leased Premises or maintain them in any manner
constituting a violation of any ordinance, statute, regulation, or other of any
governmental authority, including without limitation zoning ordinances, nor
shall Tenant maintain, permit or suffer any nuisance to occur or exist on the
Leased Premises.
Article III
Public Utilities
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Landlord shall, at its expense, provide the necessary mains
and conduits to furnish water, gas, telephone, electricity and sewer service to
the Leased Premises. Tenant shall pay all charges for utility products and
services used on the Leased Premises by Tenant.
Article IV
Improvements
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Tenant shall not cause or permit any alterations, additions or
changes of or upon any part of the Leased Premises without first obtaining the
written consent of Landlord, which consent shall not be unreasonably withheld.
Article V
Repairs
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Landlord shall provide all major repairs necessary to maintain
the Leased Premises. Tenant shall provide all non-major repairs necessary to
maintain the Leased Premises. "Major repairs" shall be defined as any repairs
that cost more than One Thousand Dollars ($1,000) per occurrence.
Article VI
Insurance and Casualty
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Tenant at its own expense, shall keep the Leased Premises
insured for such risks and in such amounts as Landlord shall reasonably require
with carriers reasonably acceptable to Landlord. Tenant shall maintain a loss
payable endorsement in favor of Landlord and shall maintain liability insurance
reasonably satisfactory to Landlord. All such insurance shall name Landlord and
Tenant as insureds. If the Leased Premises are damaged by casualty so as to make
the Leased Premises unfit for Tenant's use, the rent shall abate until the
Leased Premises are usable by Tenant. If the Leased Premises are unusable by
Tenant for longer than thirty (30) days, Tenant may terminate this Lease. Tenant
shall keep its personal property insured during the term of this Lease against
loss or damage by fire and other risks in an amount equal to the fair market
value of the property.
Article VII
Tax Increase
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In the event there is any increase during any year of the term
of this Lease in the City, County or State real estate taxes over and above the
amount of such taxes assessed for the 2002 tax year (payable in 2003), whether
because of increased rate or valuation, Tenant shall pay to Landlord upon
presentation of paid tax bills an amount equal to 75% of any increase in taxes
upon the Leased Premises.
Article VIII
Indemnification
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Tenant shall indemnify and hold harmless Landlord from and
against all damages, claims and liability arising from or connected with
Tenant's control or use of the Leased Premises (excluding, however, any damages,
claims or liability resulting from any acts or omissions of Robert J. Kingston),
including without limitation, any damage or injury to person or property.
Tenant shall take out and maintain, at its sole cost and
expense, public liability insurance against property damage or personal injury
arising out of the use of or occurring on or about the Leased Premises, naming
Landlord as an additional insured with such insurance to provide coverage not
less than Two Hundred Fifty Thousand Dollars ($250,000.00) in respect to any one
person and Five Hundred Thousand Dollars ($500,000.00) in respect to any one
accident and Two Hundred Fifty Thousand Dollars ($250,000.00) in respect to
property damage.
Article IX
Access by Landlord to Leased Premises
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Landlord, Landlord's agents, and Landlord's prospective
lessees, purchasers or mortgagees shall be permitted to inspect and examine the
Leased Premises at all reasonable times.
Article X
Expenses
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If any legal action or any other proceeding is brought for the
enforcement of this Lease, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this Lease, the
successful or prevailing party or parties shall be entitled to recover
reasonable attorney's fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be entitled.
Article XI
Option to Renew
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Provided that Tenant is not in default in the performance of
this Lease, Tenant shall have the option to renew this Lease for two (2)
additional terms of 60 months each commencing at the expiration of the initial
lease term. All of the terms and conditions of this Lease shall apply during the
renewal terms except that the monthly rent shall be the sum of $7,150.00 per
month during the first renewal term and $7,300.00 per month during the second
renewal term. The option shall be exercised by written notice given to Landlord
not less than sixty (60) days prior to the expiration of the applicable lease
term. If notice is not given in the manner provided within the time specified,
this option shall expire.
Article XII
Miscellaneous
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The laws of the State of Indiana shall govern the validity,
performance, and enforcement of this Lease. The covenants, agreements and
obligations herein contained shall extend to, bind and inure to the benefit of
the parties hereto, and their permitted successors and assigns. Tenant may
assign its rights and obligations under this Lease to Fortune Diversified
Industries, Inc. or any of its subsidiaries. This Lease supersedes and replaces
any prior leases between the parties including but not limited to the Commercial
Lease between R. Jeff Kingston and Julie A. Kingston of Kingston Design, LLC and
Kingston Sales Corp., Inc. dated March 19, 2001.
IN WITNESS WHEREOF, the parties have executed this Lease on this ____ day
of _________________, 2002.
TENANT LANDLORD
Kingston Sales Corp. Kingston Design, LLC
By:____________________________ By:______________________________