EXHIBIT 10.7
STANDARD FORM COMMERCIAL LEASE
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1. PARTIES: Padala Realty Trust,
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76 Strawberry Hill Road,
Concord, Massachusetts, 01742,
who Rosemary Nicholson Trustee,
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expressly warrants that it is the owner of the property at
360 Massachusetts Avenue, Acton, Massachusetts
and a Lessor of said property.
LESSOR, which expression shall include its heirs,
successors, and assigns where the context so admits, does
hereby lease to:
Mother Nature's General Store, Inc.
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dba Mothernature.com
LESSEE, which expression shall include its successors,
executors, administrators and assigns where the context so
admits, and the LESSEE hereby leases the following described
premises:
2. PREMISES: Approximately 5,000 s.f. gross of a two story office
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building at 360 Massachusetts Avenue, Acton, Massachusetts
01720 together with the right to use in common, with others
entitled thereto, the hallways, stairways, and elevators,
necessary for access to said leased premises, and lavatories
nearest thereto.
3. TERM: The term of this lease shall be for three (3) years
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commencing on July 1, 1998
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and ending on June 30, 2001
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4. RENT: The LESSEE shall pay to the LESSOR rent at the rate of:
Year One: $80,000 per year
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$6,666.67 in monthly installments
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payable in advance.
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Year Two: $92,500 per year
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$7,708.33 in monthly installments
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payable in advance.
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Year Three: $105,000 per year
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$8,750 in monthly installments
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payable in advance.
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5. SECURITY Upon the execution of this lease, the LESSEE shall pay to
DEPOSIT: the LESSOR the amount of: $16,458 Dollars as security
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deposit and last month's rent which shall be held as a
security for the LESSEE's performance as herein provided and
refunded to the
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LESSEE at the end of this lease subject to the
LESSEE's satisfactory compliance with the
conditions hereof.
6. RENT The LESSEE shall pay to the LESSOR as additional
ADJUSTMENT: rent 25% percent per year for a proportionate
share of any increase in operating expenses,
based on actual costs in the preceding year of
lease. (Excepting Real Estate Taxes, which will
be based on actual increases not to be capped.)
*See Exhibit "B" .
The LESSEE shall make payment within thirty (30)
days of written notice from the LESSOR that such
operating expenses, or increased taxes, are
payable by the LESSOR.
7. UTILITIES: The LESSOR agrees to furnish utilities, water and
sewer, reasonable HVAC to the leased premises,
hallways, stairways, and lavatories during normal
business hours on regular business days of the
appropriate seasons. To make available such
cleaning services as is customary in similar
buildings in said city or town, all subject to
interruption due to any accident, to the making
of repairs, alterations or improvements to labor
difficulties, to trouble in obtaining fuel,
electricity, service or supplies from the sources
from which they are usually obtained for said
building, or to any cause beyond the LESSOR's
control.
Electricity, separately metered - for the demised
premises which is total cost of electricity for
the premises, including lights, plugs, and all
heating costs will be paid by the LESSEE.
All cleaning services for the demised premises
will be paid for by the LESSEE.
8. USE OF LEASED The LESSEE shall use the leased premises only for
PREMISES: the purpose of General Business Office use, and
according to the attached `Building Rules'.
*Exhibit "A".
9. COMPLIANCE The LESSEE acknowledges that no trade or
WITH LAWS: occupation shall be conducted in the leased
premises or use made thereof which will be
unlawful, improper, noisy or offensive, or
contrary to any law or ordinance in force in the
city or town in which the premises are situated.
10. FIRE INSURANCE: The LESSEE shall not permit any use of the leased
premises which will make voidable any insurance
of the property of which the leased premises are
a part, or on the contents of said property or
which shall be contrary to any law or regulation
from time to time established by the New England
Fire Insurance Rating
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association or any similar body succeeding to its
powers. The LESSEE shall on demand reimburse the
LESSOR, and all other tenants, all extra
insurance premiums caused by the LESSEE's use of
the premises.
11. MAINTENANCE The LESSEE agrees to maintain the leased premises
OF PREMISES: in the same condition as they are at the
commencement of the term or as they may be put in
during the term of this lease, reasonable wear
and tear, damage by fire and other casualty only
excepted, and whenever necessary, to replace
plate glass and other glass therein,
acknowledging that the leased premises are now in
good order and the glass whole. The LESSEE shall
not permit the leased premises to be overloaded,
damaged, stripped, or defaced, nor suffer any
waste.
LESSEE shall obtain written consent of LESSOR
before erecting any sign on the premises.
12. ALTERATIONS/ The LESSEE shall not make structural alterations
ADDITIONS: or additions to the leased premises, but may make
nonstructural alterations provided the LESSOR
consents thereto in writing, which consent shall
not be unreasonably withheld or delayed. All such
allowed alterations shall be at LESSEE's expense
and shall be in quality at least equal to the
present construction. LESSEE shall not permit any
mechanics liens, or similar liens, to remain upon
the leased premises for labor and material
furnished to LESSEE or claimed to have been
furnished to LESSEE in connections with work
performed at the direction of LESSEE and shall
cause any such lien to be released of record
forthwith without cost to LESSOR. Any permanent
alterations or improvements made by the LESSEE
shall become the property of the LESSOR at the
termination of occupancy as provided herein.
13. ASSIGNMENT/ The LESSEE shall not assign or sublet the whole
SUBLEASING: or any part of the leased premises without
LESSOR's prior written consent, which consent
shall not be unreasonably withheld or delayed.
Notwithstanding such consent, LESSEE shall remain
liable to LESSOR for the payment of all rent and
for the full performance of the covenants and
conditions of this lease.
14. SUB-ORDINATION: This lease shall be subject and subordinate to
any and all mortgages, deeds of trust and other
instruments in the nature of a mortgage, now or
at any time hereafter, a lien or liens on the
property of which the leased premises are a part
and the LESSEE shall, when requested, promptly
execute and deliver such written instruments as
shall be necessary to show the subordination of
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this lease to said mortgages, deed of trust or
other such instruments in the nature of a
mortgage.
15. LESSOR'S The LESSOR or AGENTS of the LESSOR may, at
ACCESS: reasonable times, and upon reasonable notice,
enter to view the leased premises and may remove
placards and signs not approved and affixed as
herein provided, and make repairs and alterations
as LESSOR should elect to do and may show the
leased premises to others, at any time within six
(6) months before the expiration of the term, and
may affix a space available sign to any suitable
part of the leased premises or property of which
the leased premises are a part and keep the same
so affixed without hindrance or molestation.
16. INDEMNIFICATION: The LESSEE shall save the LESSOR harmless from
all loss and damage occasioned by the use or
escape of water or by the bursting of pipes, as
well as from any claim or damage resulting from
neglect in not removing snow and ice from the
roof of the building or from the sidewalks
bordering upon the premises so leased, or by any
nuisance made or suffered on the leased premises,
unless such loss is caused by the neglect of the
LESSOR. The removal of snow and ice from the
sidewalks and parking areas bordering upon the
leased premises shall be the LESSOR's
responsibility.
17. LESSEE'S The LESSEE shall maintain with respect to the
LIABILITY leased premises and the property, of which the
INSURANCE: leased premises are a part, comprehensive public
liability insurance in the amount of $100,000.00,
with property damage insurance in limits of
$300,000.00, in responsible companies qualified
to do business in Massachusetts and in good
standing therein insuring the LESSOR as well as
LESSEE against injury to persons or damage to
property as provided. The LESSEE shall deposit
with the LESSOR certificates for such insurance
at or prior to the commencement of the term, and
thereafter thirty (30) days prior to the
expiration of any such policies. All such
insurance certificates shall provided that such
policies shall not be cancelled without at least
ten (10) days prior written notice to each
assured named therein.
18. FIRE, CASUALTY - Should a substantial portion of the leased
EMINENT DOMAIN: premises, or of the property of which they are a
part, be substantially damaged by fire or other
casualty, or be taken by eminent domain, the
LESSOR may elect to terminate this lease. When
such fire, casualty, or taking renders the leased
premises substantially unsuitable for their
intended use, a just and proportionate
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abatement of rent shall be made, and the LESSEE
may elect to terminate this lease if:
(a) The LESSOR fails to give written notice
within thirty (30) days of intention to
restore leased premises, or
(b) The LESSOR fails to restore the leased
premises to a condition substantially
suitable for their intended use within ninety
(90) days of said fire, casualty, or taking.
The LESSOR reserves, and the LESSEE grants to the
LESSOR, all rights which the LESSEE may have for
damage or injury to the leased premises for
taking by eminent domain, except for damage to
the LESSEE's fixtures, property or equipment.
19. DEFAULT AND In the event that:
BANKRUPTCY: (a) The LESSEE shall default in the payment of
any installment of rent or other sum herein
specified and such default shall continue for
ten (10) days after written notice thereof;
or
(b) The LESSEE shall default in the observance or
performance of any other of the LESSEE's
covenants, agreements, or obligations
hereunder and such default shall not be
corrected within thirty (30) days after
written notice thereof; or
(c) The LESSEE shall be declared bankrupt or
insolvent according to law, or if any
assignments shall be made of LESSEE's
property for the benefit of creditors,
then the LESSOR shall have the right thereafter,
while such default continues, to re-enter and
take complete possession of the leased premises,
to declare the term of this lease ended, and
remove the LESSEE's effects, using due and
reasonable care, without prejudice to any
remedies which might be otherwise used for
arrears of rent or other default. The LESSEE
shall indemnify the LESSOR against all loss of
rent and other payments which the LESSEE may
incur by reason of such termination during the
residue of the term. If the LESSEE shall default,
after reasonable notice thereof, in the
observance or performance of any condition or
covenants on LESSEE's part to be observed or
performed under or by virtue of any of the
provisions in any article of this lease, the
LESSOR, without being under any obligation to do
so and without thereby waiving such default, may
remedy such default for the account and at the
expense of the LESSEE. If the LESSOR makes any
expenditures or incurs any obligations for the
payment of money in connection therewith,
including but not limited to, reasonable
attorney's fees in instituting, prosecuting or
defending any action or proceeding, such sums
paid or obligations insured, with interest at the
rate of six (6) percent per annum and costs,
shall
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be paid to the LESSOR by the LESSEE as
additional rent.
20. NOTICE: Any notice from the LESSOR to the LESSEE relating
to the leased premises or to the occupancy
thereof, shall be deemed duly served, if left at
the leased premises addressed to the LESSEE, or
if mailed to the leased premises, registered or
certified mail, return receipt requested, postage
prepaid, addressed to the LESSEE. Any notice from
the LESSEE to the LESSOR relating to the leased
premises or to the occupancy thereof, shall be
deemed duly served, if mailed to the LESSOR by
registered or certified mail, return receipt
requested, postage prepaid, addressed to the
LESSOR at such address as the LESSOR may from
time to time advise in writing. All Rent and
Notices shall be paid and sent to the LESSOR at
360 Massachusetts Avenue, Acton, Ma. 01720.
21. SURRENDER: The LESSEE shall at the expiration or other
termination of this lease, remove all LESSEE's
goods and effects from the leased premises,
(including without hereby limiting the generality
of the foregoing, all signs and lettering affixed
or painted by the LESSEE, either inside or
outside the leased premises). LESSEE shall
deliver to the LESSOR the leased premises and all
keys, locks thereto, and other fixtures connected
therewith and all permanent alterations and
additions made to or upon the leased premise, in
the same conditions as they were at the
commencement of the term, or as they were put in
during the term hereof, reasonable wear and tear
and damage by fire or other casualty only
excepted. In the event of the LESSEE's failure to
remove any of the LESSEE's property from the
premises, LESSOR is hereby authorized, without
liability to LESSEE for loss or damage thereto,
and at the sole risk of LESSEE, to remove and
store any of the property at LESSEE's expense, or
to retain same under LESSOR's control or to sell
at public or private sale, without notice, any or
all of the property not so removed and to apply
the net proceeds of such sale to the payment of
any sum due hereunder, or to destroy such
property.
22. OTHER PROVISIONS: It is also understood and agreed that the
attached addendum and Plan of the Office space
(Exhibit "A"), are attached and made a part
hereof. The Building Rules and Regulations are
also attached and made a part hereof as Exhibit
"B". Also Exhibit "C": Operating Expenses for
1995. It is further understood that Parsons
Commercial Group, Inc. is the Broker of Record
with regard to this transaction and shall be
compensated by Lessor in accordance with
Exclusive Listing Agreement dated April 24, 1996.
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IN WITNESS WHEREOF, the LESSOR AND LESSEE have hereunto set their hands and
common seals this 11th day of June, 1998.
PADALA REALTY TRUST
By: /s/ Rosemary Nicholson
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LESSOR: Rosemary Nicholson, Trustee
/s/ Michael Barach
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LESSEE: Michael Barach, President
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EXHIBIT A
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BUILDING RULES AND REGULATIONS
1. Tenant shall not obstruct or interfere with the rights of other tenants of
the Building, or of persons having business in the Building, or in any way
injure or annoy such tenants or persons. Tenant will not conduct any
activity within the Demised Premises which will create excessive traffic or
noise anywhere in the Building.
2. Canvassing, soliciting and peddling in the Building are prohibited, and
Tenant shall cooperate to prevent such activities.
3. Tenant shall not bring or keep within the Building any animal, bicycle,
motorcycle, or other type of vehicle.
4. All office equipment and any other device of any electrical or mechanical
nature shall be placed by Tenant in the Demised Premises in settings
approved by Landlord, so as to absorb or prevent any vibration, noise, or
annoyance. Tenant shall not construct, maintain, use or operate within the
Demised Premises or elsewhere in the Building or outside of the Building
any equipment or machinery which produces music, sound or noise, which is
audible beyond the Demised Premises. Tenant shall not cause improper
noises, vibrations or odors within the Building.
5. Tenant shall not deposit any trash, refuse, cigarettes, or other substances
of any kind within or out of the Building, except in the refuse containers
provided therefor. No material shall be placed in the trash boxes or
receptacles if such material is of such nature that it may not be disposed
of in the ordinary and customary manner of removing and disposing of office
building trash and garbage without being in violation of any law or
ordinance governing such disposal. Tenant shall be charged the cost of
removal for any items left by Tenant that cannot be so removed. All garbage
and refuse disposal shall be made only through entryways and elevators
provided for such purposes and at such times as Landlord shall designate.
Tenant shall not introduce into the Building any substance which might add
an undue burden to the cleaning or maintenance of the Demised Premises or
the Building. Tenant shall exercise its best efforts to keep the sidewalks,
entrances, passages, courts, lobby areas, garages or parking areas,
elevators, escalators, stairways, vestibules, public corridors and halls in
and about the Building (hereinafter "Common Areas") clean and free from
rubbish. No Tenant shall cause any unnecessary labor by reason of such
Tenant's carelessness or indifference in the preservation of good order and
cleanliness. Landlord shall not be responsible to any Tenant for any loss
of property on the Demised Premises, however occurring, or for any damage
done to the effect of any tenant by the cleaning service or any other
employee or any other person.
6. Tenant shall use the Common Area only as a means of ingress and egress, and
Tenant shall permit no loitering by any persons upon Common Areas or
elsewhere within the Building. The Common Areas and roof of the Building
are not for the use of the general
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public, and Landlord shall in all cases retain the right to control or
prevent access thereto by all persons whose presence, in the judgment of
Landlord, shall be prejudicial to the safety, character, reputation or
interests of the Building and its Tenants. Tenant shall not enter or
install equipment in the mechanical rooms, air conditioning rooms,
electrical closets, janitorial closets, or similar areas or go upon the
roof of the Building without the prior written consent of Landlord. No
tenant shall install any radio or television antenna, loudspeaker, or other
devise on the roof or exterior walls of the Building.
7. Without limitation upon any of the provisions of the Lease, Tenant shall
not mark, paint, drill into, cut, string wires within, or in any way deface
any part of the Building, without the prior written consent of Landlord,
and as Landlord may direct. Upon removal of any wall decorations or
installations or floor coverings by Tenant, any damage to the walls or
floors shall be repaired by Tenant at Tenant's sole cost and expense.
Tenant shall not lay linoleum or similar floor coverings so that the same
shall come into direct contact with the floor of the Demised Premises and,
if linoleum or other similar floor covering is to be used, an interlining
of builder's deadening felt shall be first affixed to the floor by a paste
or other materials soluble in water. The use of cement or other similar
adhesive material is expressly prohibited. Floor distribution boxes for
electric and telephone wires must remain accessible at all times.
8. Tenant shall not install or permit the installation of any awnings, shades,
mylar films or sunfilters on windows. Tenant shall cooperate with Landlord
in obtaining maximum effectiveness of the cooling system of the Building by
closing drapes and other window coverings when the sun's rays fall upon
windows of the Demised Premises. Tenant shall not obstruct, alter or in any
way impair the efficient operation of Landlord's heating, ventilating, air
conditioning, electrical, fire, safety or lighting systems, nor shall
Tenant tamper with or change the setting of any thermostat or temperature
control valves in the Building. Landlord shall deem it necessary to make
such a change. The word "key" as used herein shall refer to keys, keycards,
and all such means of obtaining access through restricted access systems.
9. For purposes hereof, the terms "Landlord", "Tenant", "Building" and
"Demised Premises" are defined as those terms are defined in the Lease to
which these Rules and Regulations are attached. The term "Building" shall
include the Demised Premises, and any obligations of Tenant hereunder with
regard to the Building shall apply with equal force to the Demised Premises
and to other parts of the Building.
10. These Rules and Regulations are in addition to, and shall not be construed
to in any way modify or amend, in whole or in part, the agreements,
covenants, conditions and provisions of any lease of Demised Premises in
the Building.