EXHIBIT 10.8
OFFICE LEASE
1. THIS LEASE CONTRACT, executed in duplicate, this 30th day of July 1996, by
and between Eva L. Zweifel-Huntsman, P. O. Box 1620, Roanoke, Texas 76262
hereinafter called "Lessor", and Niche Pharmaceuticals, Inc., 200 North Oak
Street, P. O. Box 449, Roanoke, Texas 76262 hereinafter called "Lessee".
WITNESSETH:
2. That the Lessor has and does hereby lease unto the Lessee, and the Lessee
does hereby lease from Lessor, the use and occupancy of "All vacant property
designated as parking, all office space, all warehouse space, and all fixtures"
in the office building located at 200 North Oak Street, Roanoke, Texas 76262.
TERM
3. TO HAVE AND TO HOLD the same for the term of sixty (60) months ensuing from
the 1st day of September, 1996, and to become fully completed and ended the 31st
day of August, 2001.
RENT
4. LESSEE SHALL PAY TO LESSOR as rent at P. O. Box 1620, Roanoke, Texas 76262,
the sums of $141,600 payable in monthly installments per Schedule "A", the first
such installment being due on the first day of the first calendar month of said
term, and another such installment being due and payable on the first day of
each and every succeeding month of said term in advance, until the full payment
of the total sum shall be made. Such monthly rental payments are to be made by
bank draft or check, payable to the order of LESSOR, and forwarded to Northwest
Bank, Roanoke, Texas for direct deposit into LESSOR's account at said Bank. Such
rental payments must be received by said Bank for deposit on or before the 1st
day of each month while this lease is in effect. In the event any payment is
more than ten (10) days late, there shall be a penalty of sixty ($60) dollars
for every ten (10) days late.
USE
5. The leased premises shall be used by the Lessee, its successors and assigns,
as business offices and for no other purposes, and shall be subject to the
following conditions, each and every one of which Lessee covenants and agrees to
keep and perform:
RIGHTS OF LESSOR IN EVENT OF DEFAULT
FIRST: Lessee agrees to pay to Lessor the sums herein specified and to comply
with the terms and provisions of this lease, and;
(a) In case of the non-payment of this said rent at the said time and place, or
in case the leased premises shall be deserted or vacated, this lease, at the
option of the Lessor, shall be terminated; or, if the Lessor so elects the
Lessor shall have the right to enter the leased premises at the agent of the
Lessee, either by force or otherwise, without being liable to any prosection
therefor, and to relet the premises as the agent of the Lessee, and to receive
the rent therefor, and the Lessee shall pay the Lessor any deficiency that may
arise by reason of such re-letting, on demand at the office of the Lessor in P.
O. Box 1620, Roanoke, Texas 76262.
(b) In case the Lessee shall fail to comply with any term and provision of this
lease other than the payment of a sum at the time an place provided herein and
shall fail within ten (10) days after notice to the Lessee of such breach to
cure the breach specified in that notice or if Lessee shall file any petition in
bankruptcy or shall be declared or adjudged a bankrupt under the laws of the
United States, or shall make an assignment for the benefit or creditors, or
commit any act of insolvency or should become insolvent, or shall make any
transfer of property the purpose of which might tend to defeat the collection of
the rent due or to become due under this lease, and in any of said events, the
Lessor shall have the option to terminate this lease or to declare the entire
amount of the rent which would become due and payable during the remainder of
the term covered by this lease or any portion thereof which the Lessor may elect
so to declare to be due and payable immediately, without notice to the Lessee,
and to demand payment thereof and to enforce such payment by the ordinary legal
methods; but in this event the Lessee (if he shall have paid the rent thus
demanded for any unexpired portion of said term), shall have the right to
underlet the premises (notwithstanding the restrictions contained in Article
Second of the conditions of this lease) or the unexpired portion of said term
which has been so paid for, to any suitable and unobjectionable tenant to be
used for the purpose for which Lessee may use said premises as herein provided
and for no other purpose and to collect the rent therefor for his own
reimbursement, or if the same is collected by the Lessor, to require the same to
be paid over to him on demand.
SECOND: Neither the premises leased by the terms of this lease nor any part
thereof shall be assigned, let, or underlet, or used or permitted to be used for
any purpose other than that hereinabove mentioned without the prior written
consent of Lessor:
THIRD: The Lessee shall not commit waste not suffer nor permit waste to be
committed on said premises. Lessee will keep the building, and all other
improvements to the extent covered by this lease in sound condition and good
repair and will neither do nor permit to be done anything to the said premises
that may impair the value thereof. Said Lessee shall take good care of the
leased premises and fixtures therein and shall quit and surrender said premises
at the end or other termination of said term in as good condition as the
reasonable use thereof will permit, and shall not make any alterations,
additions or improvements in said premises without the written consent of said
Lessor, and all alterations, additions, or improvements which shall be made by
either of the parties hereto upon the premises except office furniture, never
attached to the building or any part thereof, put in at the expense of the
Lessee, shall be the property of the said Lessor and shall remain upon and be
surrendered with the premises as a part thereof at the termination of this lease
without disturbance, molestation or injury. Lessee by moving into the leased
premises and taking possession thereof, shall accept and shall be held to have
accepted the leased premises as suitable for the purposes for which the same are
leased, and shall accept and shall be held to have accepted the said building
and each and every appurtenance hereof, and said Lessee by said act waivers any
and all defect therein.
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LOSS OR DAMAGE TO PREMISES
FOURTH: If the leased premises or the building are made untenantable by fire or
other casualty, including damage or casualties of war, Lessor shall immediately
take such action as is necessary to reconstruct, repair, restore and
rehabilitate the premises and the building, provided, however, that if a
registered architect selected by Lessor should certify that such repairs and
rehabilitation to the leased premises cannot be accomplished by using standard
working methods and procedures so as to make the leased premises tenantable
within one hundred eighty (180) days from the date of said fire or other
casualty, either party shall have the right to terminate this lease by giving to
the other notice or such election within thirty (30) days after the occurrence
of said fire or other casualty or ten (10) days after receipt of the architect's
certificate, whichever occurs last. If said fire or other casualty results in
the total destruction of the building, this lease shall automatically terminate
as of the date of said fire or other casualty. In case of fire or other casualty
not resulting in termination of this lease , rent shall be abated on a per diem
basis while the premises are untenantable and, in case of termination of this
lease, rent shall be apportioned on a per diem basis and be paid to the date of
the fire or other casualty. In case of damage or destruction to the leased
premises due to such fire or other casualty, Lessor may re-enter and re-possess
the same or any part thereof for the purpose of removing or repairing the loss
or damage.
PERSONAL OR PROPERTY RISKS
FIFTH: Said Lessor shall not be liable for any damage to any property at any
time in said premises or building from gas, smoke, water, rain, or snow, which
may leak into, issue or form from any part of said building of which the
premises hereby leased are part, or from the pipes or plumbing work of the same,
or from any other place or quarter, The Lessee further agrees to indemnify and
hold the Lessor harmless from any and all damages or claims which the said
Lessor may be compelled to pay on account of injuries to the person or property
of any other tenant in this building or to any other person rightfully in said
building for any purpose whatsoever, where the injuries aforesaid are caused by
the negligence or misconduct of the Lessee, his agents, servants or employees.
The LANDLORD shall not be liable for personal injuries or property damage or
loss from theft, vandalism, fire, water, hurricane, rain, explosion or other
causes whatsoever, unless the same is due to the negligence or fault of
LANDLORD. LANDLORD shall have no duty to furnish smoke detectors except as
required by statute. When smoke detectors are furnished, LANDLORD shall test
same and provide initial batteries at Lease commencement; thereafter Tenant
shall pay for the replacement of smoke detector batteries, if any, as needed.
TENANTS INSURANCE: TENANT is hereby notified that LANDLORD insurance does not
insure TENANT against loss of personal property on the PREMISES due to fire,
theft, vandalism or other causes. TENANT is responsible for insurance on TENANTS
own property for fire and casualty loss and for TENANT'S employees for liability
insurance coverage.
DEFAULT: In the event the TENANT shall default in the prompt payment of rent
when same is due, or fail to perform any of the provision of this Lease, or in
the event the TENANT shall abandon the PREMISES, or leave them vacant, LANDLORD,
without further notice, may re-enter the PREMISES by summary proceedings, or by
force, without being liable for prosecution therefor. LANDLORD may also take
possession of said PREMISES, and remove all persons or property therefrom, and
may elect to either cancel this LEASE, or to relet the PREMISES, and receive the
rent therefor. Such rent shall be applied first to the expenses incurred by
LANDLORD, in entering and reletting, and then to the payment due under this
LEASE, TENANT shall remain liable for any deficiency in the total amount due
under said LEASE. TENANT'S absence from the PREMISES for ten (10) consecutive
days while all or any portion of rent is delinquent, shall be deemed an
abandonment of the PREMISES. If TENANT otherwise violates the terms of this
LEASE, LANDLORD may terminate TENANT'S right of occupancy by giving thirty (30)
days notice in writing. LANDLORD shall specifically have the right to institute
and maintain the statutory suit of Forcible Entry and Detainer in the proper
Court, and obtain a writ for possession hereby. In addition to all other
remedies provided herein, TENANT agrees to compensate LANDLORD for all
reasonable expenses necessary to enforce this LEASE and to collect the rental or
damages for breach of this LEASE, including, but not limited to all court costs
and reasonable attorney's fees incurred in connection therewith.
INSPECTION: LANDLORD shall have the right to enter the PREMISES with twelve (12)
hours notice to examine same or to make repairs .
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REALTOR' COMMISSION: LANDLORD agrees to pay the within named commission in cash
equal to zero (0%) percent (%) for negotiating this LEASE payable upon execution
of this LEASE unless otherwise stipulated. If any renewals are granted TENANT,
LANDLORD agrees to pay such an additional commission on the date such renewals
are effective even though with charges. The commission due for each renewal is
to be calculated as though a new lease had been made for such period of time.
Should the PREMISES be sold to the TENANT during the term of this LEASE and all
renewals and extension thereof, or within one hundred-eighty (180) days
following the expiration date of LEASE and said renewals and extensions, the
LANDLORD agrees to pay the within named zero (0%) percent sales commission in
cash equal to zero (0%) percent of the selling price of said property. All
commission are payable in Denton County, Texas .
FAIR HOUSING: IN ACCORDANCE WITH THE LAW, THIS PROPERTY IS OFFERED WITHOUT
RESPECT TO RACE, COLOR, RELIGION, SEX, OR NATIONAL ORIGIN OF TENANT.
MISC: This LEASE shall constitute a full understanding between the parties
herein, and no other Agreement unless in writing and signed by the parties
hereto shall be binding upon the subject property, except the attached Rental
Application, if any, which shall become a part of the LEASE. References to
LANDLORD shall apply to LANDLORD.
SPECIAL CONDITIONS: See Schedule "B"
THIS IS A LEGAL BINDING CONTRACT: IF NOT UNDERSTOOD, SEEK COMPETENT ADVICE.
TENANT acknowledges receipt of a copy of the LEASE.
EXECUTED this the 30th day of July, 1996.
Eva L. Zweifel-Huntsman /s/Eva L. Zweifel-Huntsman
NAME LANDLORD
Stephen F. Brandon, President /s/Stephen F. Brandon, President
NAME TENANT
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SCHEDULE "A
Monthly Installments For 200 North Oak Street, Roanoke, Texas 76262
Year Dates Monthly Rent
- ------ ------------------------------------- ------------
Year 1 Sept. 1, 1996 through August 31, 1997 $2000.00
Year 2 Sept. 1, 1997 through August 31, 1998 $2200.00
Year 3 Sept. 1, 1998 through August 31, 1999 $2400.00
Year 4 Sept. 1, 1999 through August 31, 2000 $2600.00
Year 5 Sept. 1, 2000 through August 31, 2001 $2600.00
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SCHEDULE "B"
SPECIAL CONDITIONS:
1) Niche Pharmaceuticals, Inc. or Steve F. Brandon will have an option to
purchase 200 North Oak Street at $20,000 over market price which shall be
determined by a mutual appraiser. This option to purchase shall exist
for a period of up to twenty-four (24) months from the effective date of
this agreement.
2) Niche Pharmaceuticals, Inc. will have the option to renew its lease on
200 North Oak Street for a period of up to five (5) years at a monthly
rent of $2,600.00.
3) In addition to the monthly rent, Niche Pharmaceuticals, Inc. agrees to
pay all yearly property taxes on 200 North Oak Street as part of this
LEASE agreement.
4) Niche Pharmaceuticals, Inc. agrees to maintain and pay for the property
insurance premiums for 200 North Oak Street. The loss payee will be Eva
L. Zweifel-Huntsman and/or any lending institution who may have a lien on
such property.
5) Eva L. Zweifel-Huntsman agrees to construct and build for Niche
Pharmaceuticals, Inc. lease hold improvements such as additional
warehouse space or increased office space. The cost of such leasehold
improvements shall be negotiated in good faith by both parties to this
lease agreement and such approval by the LANDLORD shall not be
unreasonably withheld. Pursuant to such leasehold improvements made by
the LANDLORD, Niche Pharmaceuticals, Inc. agrees to pay agreed upon
additional monthly rent for such improvements.
6) TENANT agrees to pay for all repairs up to four-hundred dollars ($400)
and the LANDLORD agrees to pay for all repairs over four-hundred dollars
($400).
7) TENANT shall pay promptly as they become due all charges for the
furnishing of water, electricity, garbage service, and other public
utilities to the leased premises during the term of this Lease.
8) TENANT agrees to consign the special Sub-Lease agreement to the Owner/
LANDLORD of said property, which outlines the term and conditions of the
lease agreement with Sam Lee and Steve F. Brandon for U.S. Post Office
Parking.
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