BUSINESS LEASE
THIS LEASE, made and entered into this 17th day of April, 1997,between
Commercial Acquisitions Corporation hereinafter called the "Lessor," and Richard
W. Metcalfe, DDS, PC and Richard W. Metcalfe, Individual, Jointly and Severally
and as Co-Lessees, hereinafter called the "Lessee;"
WITHNESSETH THAT:
1. Definition of Terms:
Whenever the words "Lessor" and "Lessee" are used this indenture,
they shall include Lessor and Lessee and shall apply to persons, both men
and women, companies, co-partnerships and corporations, and in reading said
indenture, the necessary grammatical changes required to make the
provisions hereof mean and apply as aforesaid shall be made in the same
manner as if written into said indenture.
2. Leased Premises:
In consideration of the payment of the rent hereinafter provided,
and the keeping and performance of each of the covenants and agreements of
the said Lessee hereinafter set forth, said Lessor has and does hereby
lease unto the said Lessee the following described premises, situate in the
City of Denver, County of Denver, and State of Colorado to wit: Lots 16
through 19; Block 27; the Park Avenue Addition of the City and County of
Denver, Colorado, aka 1325 East 16th Avenue; Denver, Colorado.
3. Term of Lease and Minimum Rent:
To have and to hold the same unto the said Lessee for a term of
Ten (10) years commencing at 12:00 o'clock noon on the 17th day of April,
1997 and expiring at 12:00 o'clock noon on the 30th day of April, 2007, for
the minimum rental for the full term aforesaid of the sum of Five hundred
and forty one thousand nine hundred and fifty ($541,950) Dollars payable in
monthly installments of Forty five hundred ($4,500) Dollars per month in
advance on or before 12:00 o'clock noon on the first day of each calendar
month during the said term at the office of Commercial Acquisitions
Corporation in care of P.O. Box 22699 Denver, CO. 80222-0699 or at such
other place as the Lessor may designate, from time to time, in writing.. A
prorated rent of Twenty one hundred dollars, ($2,100), shall be due for the
period of 17 April, 1997 through 30 April, 1997.
4. Security Deposit:
None
5. Lessee's General Agreement:
For and in consideration of the leasing of said premises
aforesaid, the Lessee does covenant and agree as follow, to-wit: To pay the
rent for said premised hereinabove provided promptly when due and payable;
to pay all assessments for water rents and sewer charges levied against
said premises and all charges for heating, cooling and lighting said
premises; to pay all charges for telephone installation; to keep all
improvements upon said premises, including all sewer connections, plumbing,
heating and cooling appliances, wiring and glass, in good order and repair
and to replace same as the need arises at the expense of said Lessee; to
order no repairs at the expense of the Lessor, and, at the expiration of
this lease, to surrender and deliver up said premises in as good order and
condition as when the same were entered upon, loss by fire, inevitable
accident or ordinary wear excepted; to use said premises for no purposes
prohibited by the ordinances of the City of Denver or the County of Denver
or by the laws of the United States or the State of Colorado, now in force
or hereafter enacted; and for no improper or questionable purpose
whatsoever; to keep the sidewalks in front and surrounding said premises
free from all litter, dirt, debris, snow, ice, water and obstructions; to
keep said premises clean and in the sanitary condition required by the
ordinances and the health, sanitary and police regulations of the City of
Denver and/or County of Denver, or any other political subdivision having
jurisdiction over same; to keep the interior of the premises such as the
windows, floors, walls, doors, showcases and fixtures clean and neat in
appearance; to remove all trash and debris which may be found in or around
the leased premises; to neither permit nor suffer any disorderly conduct,
noise or nuisance about said premises having a tendency to annoy or disturb
any persons occupying adjacent premises, and to commit no waste on the
leased premises; to neither permit nor suffer said premises, or the wall or
floors thereof, to be endangered by overloading; to permit the Lessor to
place a For Rent card upon said premises at any time sixty (60) day before
the end of this lease; to surrender and deliver up the possession of said
premises promptly at the expiration of this lease, or, in case of
termination of this lease on account of breach in the keeping of any one or
more of the covenants or agreements hereof, upon three (3) days' notice.
6. Failure to Tenant to Maintain Premises:
If Lessee refuses or neglects to repair or maintain the premises,
as required hereunder, to the reasonable satisfaction of Lessor as soon as
reasonably possible after written demand, Lessor may make such repairs
without liability to Lessee for any loss or damage that may accrue to
Lessee's merchandise, fixtures or other property, or to Lessee's business
by reason thereof, and upon completion thereof, Lessee shall pay Lessor's
cost for making such repairs up presentation of a bill therefor.
7. Indemnity Agreements:
Lessee agrees to neither hold nor attempt to hold the Lessor
liable for any injury or damage, either proximate or remote, occurring
through or caused by any repairs, alterations, injury or accident to the
above described premises, to adjacent premises or other parts of the above
premises not herein demised, or by reason of the negligence or default of
the owners or occupants thereof, or any person, or liable for any injury or
damage occasioned by defective electric wiring, or the breaking, bursting,
stoppage or leaking resulting from freezing or otherwise hold harmless the
Lessor from all loss, expense, damage or injury to persons or property
arising from or occurring by reason of its occupation or use of the leased
premises, save and except only such losses or injuries arising or occurring
by any act or omission of the Lessor. The Lessor shall not be liable for
any damage to property of the Lessee or of others located on the leased
premises, nor for the loss of or damage to any property of Lessee or of
others by theft or otherwise. All property of Lessee kept or stored on the
leased premises shall be so kept or stored at the risk of Lessee only, and
Lessee shall hold Lessor harmless from any claims arising out of damage to
the same.
8. Repairs to the Premises:
Lessee agrees that all repairs to the structural walls and the
roof of said leased premises shall be its obligation, Lessee shall have the
duty or obligation to repair any damage caused by the Lessee or the
Lessee's employees. Lessee shall notify Lessor, in writing, of any repairs
or maintenance to said structural walls or of which may be required, and
Lessee shall have a reasonable time to make such repairs. Lessee agrees
that all other repairs to and maintenance of said premises, including but
not limited to interior walls, doors, glass and blacktop, shall be the
obligation and responsibility of the Lessee.
9. Right of Entry, Changes and Additions to Building:
Lessor hereby expressly reserves the right, during normal business
hours, to enter onto the leased premises for the purpose of inspection,
repairs, alterations, improvements and additions to the leased premises or
the building of which it is a part; Lessor also expressly reserves the
right to add extensions or alterations to the existing building. Lessee
shall not, however, contract for or make any alterations, additions,
extensions or construction of any kind to the leased premises, unless
expressly approved by the Lessor in writing.
10. Character of Occupancy:
The leased premises shall be used and occupied only as Dental,
Medical or General Offices.
Insurance:
The Lessee further agrees to provide public liability insurance
with bodily injury limits of not less than $250,000.00 per person,
$500,000.00 per occurrence and property damage insurance with limits of not
less than $250,000.00 per occurrence, $500,000.00 per aggregate, written
with a company having a Best's key rating of A+ 4A+ and shall name Lessor
or its assigns under said insurance policy as additional insured. Lessee
shall furnish to Lessor a certificate of insurance indicating that said
policy is in full force and effect, that Lessor has been named as an
additional insured and that said policy will not be canceled unless ten
(10) days' prior written notice of the proposed cancellation has been given
to Lessor. Further, Lessee agrees to provide building insurance not less
than $425,000 in the event of any building loss; Loss Payee should be
proated to such amounts as any first mortgage lender and their interests
may, from time to time, appear; and, the balance to and for the benefit of
Commercial Acquisitions Corporation.
Signs:
No signs or advertisement shall be placed or printed upon the
outer walls, doors, windows, roof or land area of the demised premises,
except those signs and locations as the Lessor shall approve in writing
prior to installation. Those currently in place, as of the 6th day of
April, 1997, are approved by execution of this lease.
Replacement of Building:
In the event the demised premised or a portion thereof shall
become untenantable on account of damage by fire, act of God, or other
casualty, Lessor shall be given the option to correct the efficiency or
condition which shall render the premises untenantable. Within ten (10)
days after receipt of written notice from Lessee as the damage to the
property, Lessor shall notify Lessee in writing as to whether or not it
elects to repair the same. If, in the opinion of the Lessor, it is not
feasible to repair or rebuild the same, then, and in that event, the Lessor
shall have the right to terminate this lease. In the event Lessor elects to
repair said premises it shall have one hundred (100) days from the date of
its notice to Lessee to effect such repairs. During the period from
Lessor's receipt of notice from Lessee of damage to the demised premises
until said premises are restored to their prior condition and possession
thereof given to Lessee, the rent shall abate upon the portion of the
premises that is untenantable, except that if the premises become
untenantable due to the actions of the Lessee or its agents or employees,
the rent shall continue in full force and effect and shall not abate.
Lessor shall not in any case be liable for any loss of profits or income
occasioned to Lessee during such period. In the event said repair has not
been completed within the period specified, then Lessee may have the option
to cancel the lease. If either the Lessor or the Lessee terminates this
lease as above provided in this paragraph, any monies due and owing to the
Lessor at that date shall be paid by the Lessee to the date that Lessee
vacates said premises, and all further obligations on the part of both
parties hereto shall cease and Lessor shall incur no obligation whatsoever
from the termination of said lease.
Holdover Agreement:
If, after the expiration of the term of this lease, Lessee shall
remain in possession of the demised premises and continue to pay rent
without any express written agreement as to such holding over, then such
holding over shall be deemed and taken to be a holding over upon a tenancy
from month to month at a monthly rental equivalent to the maximum rental
most recently charged, such payments to be made as hereinbefore provided.
In the event of such holding over, all the terms of the lease as herein set
out are to remain in full force and effect on said month to month basis.
Bankruptcy:
It is further agreed between the parties hereto that, if the Lessee shall
be declared insolvent or bankrupt, or if any assignment of the Lessee's
property shall be made for the benefit of the creditors or otherwise, or if
the Lessee's leasehold interest herein shall be levied upon under
execution., or seized by virtue of any wit of any court of law, or trustee
in bankruptcy, or a receiver by appointed for the property of the Lessee,
whether under operation of the state or the federal statues, then and in
any such case, the Lessor may, at its option, immediately, with or without
notice (notice being expressly waived), terminate this lease an immediately
take possession of said premises without the same working and forfeiture of
the obligations of the Lessee hereunder.
Subordination:
Lessee agrees that this lease is and shall be, at all times,
subject and subordinate to the lien of any mortgages which Lessor or its
assigns shall make covering said premises and to any and all advances to be
made thereunder and to the interest thereon; provided, however, that,
regardless of any default under any mortgages or any possession or sale of
said premises under such mortgages, so long as Lessee performs all
covenants and conditions of this lease and continues to pay rent to
whomsoever may be lawfully entitled to same, this lease and Lessee's
possession thereunder shall no be disturbed by the mortgagee or anyone
claiming under or through such mortgages. Lessee agrees to execute any and
all instruments in writing which may be required by Lessor to subordinate
Lessee rights to lien of such mortgages, subject to the terms of this
paragraph.
Financial Statements:
Within ten (10) days after written request has been made by
Lessor, Lessee (and the guarantor, if any) shall provide the Lessor with
the most recent financial statements as required by the Lessor in its
course of business dealing on the property of which the demised premises
are a part. The submittal of Financial Statements shall be requested no
more frequently than annually and shall be in substantively the same form
as was submitted by the Lessee to the Lessor with this lease.
Default of Tenant:
The Lessee further covenants and agrees that, if the rent above
reserved, or any part thereof, shall be in default, or in case of breach of
any of the covenants or agreements herein, Lessor may declare this lease
terminated, and after the expiration of 10, (Ten) days from the date of
receipt of service of written notice to that effect, be entitled to the
possession of said premises, either by the expiration of this lease or by
any termination of said term as herein provided for. If the Lessee shall
refuse to surrender and deliver up the possession of said premises, or any
part thereof, and take possession thereof and repossess the same as of the
Lessor's former estate, and expel, remove and put out of possession the
Lessee, using such help, assistance and force in so doing as may be needful
and proper, without being liable for prosecution or damages therefor, and
without prejudice to any remedy allowed by law available in such cases.
This paragraph shall be supplemental to paragraph 4-(b).
Vacating During Term:
If the Lessee shall abandon or vacate the leased premised before
the end of the term of this lease, or shall suffer the rent to be in
arrears, the Lessor may at its option and without notice enter said
premises, remove any signs and property of the Lessee therefrom, and relet
the leased premises or any part hereof as it may see fit without such
retaking, voiding or termination this lease, and for the purposes of such
reletting, the Lessor is authorized to make any repairs or changes in or to
the leased premises, at the expense of the Lessee (which shall be payable
to the Lessor upon demand), as may be necessary or desirable for the
purpose of such reletting, and if a sum shall not be realized from such
reletting to equal the monthly rental reserved and stipulated herein to be
paid by the Lessee, the Lessee will pay such deficiency each month upon
demand therefor, and if suit is filed to collect any monies due from the
Lessee under this lease, reasonable attorney's fees shall be assessed as
part of the judgments.
Assignment and Subletting:
Lessee shall not assign or mortgage this lease in whole or in
part, nor sublet all or any part of the leased premises without the prior
written consent of the Lessor, and Lessor agrees that such consent will not
be unreasonable withheld. In the event the leased premises are sublet by
the Lessee, or this lease is assigned or mortgaged, the Lessee will remain
solely liable under the terms of this lease and shall not be released from
the performance of any of the terms, covenants and conditions contained
herein. Provided that there shall have been a sale of the business of the
tenant, (Dr. Richard W. Metcalfe, DDS, PC), such assignment shall be
permitted if (a) The credit worthiness of the new Lessee shall be equal to
or greater than the current credit worthiness of the existing Lessee; or,
(b) The current Lessee shall remain a guarantor for any and all obligations
of the new Lessee under the terms of this Lease. If (b) shall apply, the
Lessor agrees to review the credit worthiness of the new Lessee no more
frequently than annually and on the annual anniversary date of the Lease
and the existing Lessee shall have the right to request release of its
guaranty, but the Lessor shall have no obligation to do so in whole or in
part until such time as the credit worthiness of the new Lessee shall be
equal to or greater than the current credit worthiness of the existing
Lessee. Further, the terms and conditions of the existing sub-lease shall
be (a) Disclosed to the Lessor; and, (b) Assigned by this Lease to the
Lessor as additional collateral with the Lessors acknowledgment that,
absent any default by the Lessee, any rental income derived therefrom shall
be the property of the Lessee. And, any sublease of any space unused as of
this date is subject to the written approval of the Lessor and said
approval shall not be unreasonably withheld. Further, Lessor hereby
approves of the existing sublease by and between the Lessee and Dr. Daniel
W. Ray, DMD, MS and Lessee hereby assigns said lease to the Lessor in the
event of any uncured default of the Lessee and, with execution of this
lease shall provide the Lessor with written disclosure of the terms and
conditions of said sublease.
Lien of Lessor:
None
Surrender of Possession:
Lessee agrees to deliver up and surrender to Lessor possession of
the leased premises, including all plumbing, wiring, sewer connections,
lighting fixtures, glass, fixtures, walls, ceilings, floors, and
appurtenances at the expiration or termination of this lease or any
extension hereof, by lapse of time or otherwise, in as good order and
condition as when possession was taken by the Lessee, excepting only
ordinary wear and tear or damage by the elements (occurring without the
fault of the Lessee or other persons permitted by the Lessee to occupy or
enter the leased premises, or any part thereof) or by act of God, or by
insurrection, riot, invasion or commotion, or of military or usurped power.
If the Lessee shall fail to remove any effects which they are entitled to
remove from said premises upon the termination of this lease, or any
extension hereof, for any cause whatsoever, the Lessor, at its option, may
remove the same and store or dispose of the said effects, without liability
for loss or damage thereto, and Lessee agrees to pay to Lessor on demand
any and all expenses incurred in such removal, including the cost of
removal of signs from the windows, making the premises including sidewalks,
courts or alleyway adjacent thereto, if any, free from all dirt, litter,
debris and obstruction, including court costs, attorney's fees, storage and
insurance charges on such effects for any length of time the same shall be
in the Lessor's possession; or the Lessor, at its option, without notice,
may sell such effects, or any of the, at private or public sale and without
legal process, for such price or consideration as the Lessor may obtain,
and apply the proceeds of such sale upon any amounts due under this lease
from the Lessee to the Lessor, and upon the expense incidental to the
removing, cleaning the premises, sell said effects, an other expenses,
rendering the surplus, if any, to the Lessee; provided, however, in the
event the process of such sale or sales are insufficient to reimburse the
Lessor, Lessee shall pay such deficiency upon demand.
Legal Costs and Expenses:
Lessee agrees to pay Lessor for all costs and expenses, including
a reasonable attorney's fee, in any court action brought by Lessor to
recover any rent due and unpaid under the terms hereof, or for the breach
of any of the terms and conditions herein contained, or to recover
possession of the leased premises, whether or not such court action or
actions shall proceed to judgment.
Notices:
All notices, demands, request or other instruments required in
this lease to be given by Lessee to Lessor shall be sent by certified or
registered mail to Lessor at P.O. Box 22699; Denver, Colorado 80222-0699.
All notices, demands, requests or other instruments required in this lease
to be given by Lessor to Lessee shall be sent certified or registered mail
to Lessee at 1325 E. 16th Avenue; Denver, Colorado 80218.
Mechanic's Lien:
The right of the Lessee, or any person claiming through or under
Lessee, to charge any mechanic or materialman's liens for labor or material
upon or against Lessor's interest in the demised premises is hereby
expressly denied.
Condemnation of Leased Premises:
If the entire demised premises, at any time during the term of
this lease or any extension thereof, shall be taken by the exercise of a
power of eminent domain, this lease shall then terminate as of the date of
title vesting in such proceeding, all rentals shall be paid up to that
date, and Lessee shall have no claim against Lessor nor the condemning
authority for the value of the unexpired term of this lease.
In the event of a partial taking of the building or more than 25%
of the land area, which leaves the premises unfit for the normal and proper
conduct of the business of the Lessee, then the lessee shall have the right
to cancel and terminate this lease effective upon the actual partial
taking, all rentals shall be paid up to that date, and Lessee shall have no
claim against Lessor nor the condemning authority for the value of any
unexpired term of this lease. If this lease shall not be canceled as above
provided, it shall continue in effect and the rental after such partial
taking shall be that part of the rental herein agreed to be paid which the
value of the untaken part of the premises, immediately after the taking,
bears to the value of the entire demised premised immediately before the
taking. If the lessee's continued use of the premises requires alterations
and repairs by reason of a partial taking, the Lessor may elect to
terminate this lease within thirty (30) days after the actual taking; or
subject to Lessee's right of termination above provided, which must be
exercised in writing within thirty (30) days after such partial taking ,may
elect to continue it, in which event the Lessor shall make all necessary
alterations and repairs at its expense which are required because of such
partial taking. Until such alterations and repairs shall have been
completed, and equitable abatement of rent shall be made to Lessee for any
portion of the premises unfit for occupancy and use in the conduct of
Lessee's business for the period during which the same is unfit for such
occupancy and use.
In the event of any condemnation or taking as aforesaid, whether
whole or partial, Lessee shall not be entitled to any part of the award
paid for said condemnation; Lessor is to receive the full amount of such
award, Lessee hereby expressly waiving any right or claim to any part
thereof. Although all such damages awarded in the event of any condemnation
are to belong to the Lessor, whether such damages are awarded as
compensation for diminution value of the leasehold or to the fee of the
leased premises, Lessee shall have the right to claim and recover from the
condemning authority, but not from the Lessor, such compensation as may be
separately awarded or recoverable by Lessee in Lessee's own right on
account of any and all damage to Lessee's business by reason of the
condemnation and for or on account of any cost or loss to which Lessee
might be put in removing Lessee's merchandise, furniture, fixtures,
leasehold improvements and equipment.
Waiver:
The waiver by Lessor of any breach of any term, covenant or
condition herein contained shall not be deemed to be a waiver of such term,
covenant or condition on any subsequent breach of the same or any other
term, covenant or condition herein contained. The subsequent acceptance or
rent hereunder by Lessor shall not be deemed to be a waiver of any
preceding breach by Lessee of any term covenant or condition of the time of
the acceptance of such rent. No covenant, term or condition of this lease
shall be deemed to have been waived by the Lessor, unless such waiver be in
writing duly executed by the Lessor.
Taxes and Fire and Hazard Insurance:
(a) Lessee shall have the option of (1) Paying the property taxes
when due and providing the Lessor with written evidence in a form
satisfactory to the Lessor that said taxes have been paid in a timely
manner; or (2) Paying the Lessor 1/12th of the taxes estimated by the
Lessor to become due in any subsequent year with each monthly payment. This
option must be elected on the 1st day of January of any year in writing by
the Lessee and by notice to the Lessor. If the Lessee shall fail to comply
with this provision and the Lessor shall advance any sum for the payment of
said taxation, this shall (i) Constitute a default of the Lessee; and, (ii)
Any funds advanced by the Lessor for said purposes, or for any other bona
fide obligation of the Lessee hereunder, shall accrue interest at the rate
of Eighteen percent, (18%), per annum with said interest due and payable by
the Lessee.
(b) Lessee shall insure the property for fire and extended
coverage in the amount of Four hundred and twenty five thousand dollars,
($425,000), as defined herein, i.e. form and terms of coverage, and with
such annual increases in value as may be determined by the greater of (1)
The Metro Denver Consumer Price Index; or, (2) An appraisal by a bona fide
real estate broker or appraiser with the cost of such appraisal born by the
Lessor.
(c) Upon the expiration of the existing coverage, which must meet
the terms and conditions defined herein, i.e. form and terms of coverage,
the Lessor may seek quotes for comparable coverage and, if said quotes are
comparable as to cost and coverage and insurer, the policy may be changed
at the sole discretion of the Lessee. The costs, if any, for seeking said
quotes shall be (1) At the sole costs and expense of the Lessor; (2) The
Lessor shall have no obligation to seek such quotes; and, (3) The Lessee
may seek such quotes at its sole cost and expense and submit same in
writing for approval by the Lessor.
Costs of All Building Areas; Components; Grounds and Facilities
In addition to the rental payable pursuant to paragraph 3 hereof
and in any other provision of this Lease, the Lessee shall pay any and all
costs of operating and maintaining all areas, building components - in
whole or in part - grounds and facilities, including without limitation all
parking areas, access roads, sidewalks, landscaped space and other space
used in or available to the building and property as defined herein..
Operating and maintaining such areas and facilities shall include without
limitation furnishing exterior and parking area lighting, cleaning, snow
removal, line painting, care of grass, shrubs and plants, payment of water
and sewerage charges and general maintenance of all areas and facilities
used in or available to the building and property as defined herein. The
repair or replacement of any portion of the building or the parking
facilities appurtenant thereto shall be included in such operation and
maintenance.
Additional Provisions:
The base or minimum rental as defined herein shall be in full
force and effect for the first Five, (5), year period of the lease term
plus the prorated period of 17 through 30 April, 1997. Thereafter, the base
or minimum monthly rental shall increase on the annual anniversary date of
the lease, by not less than 3.50%, (Three and 50/100's percent) per annum
and no greater than 5.50%, (Five and 50/100's percent), per annum as
determined by the Metro Denver Consumer Price Index, (CPI), as is available
from the Bureau of Labor Statistics or such other bona fide source of like
information. Further, this increase shall be in full force and effect as of
the annual anniversary date of the Lease and the prevailing CPI, i.e. that
which shall have been in effect the January 1st preceding the annual
anniversary date of the lease. Any subsequent or holdover period shall be
increased by 5.5%, (Five and 50/100's percent), per annum as defined herein
unless there shall have been other terms agreed to in writing by the Lessor
and further, the Lessor is not obligated to any increase in lease term by
this agreement.
Successors and Assigns:
The obligations and rights under this lease shall be binding upon
and inure to the benefit of the heirs, administrators, executors,
successors and assigns of the parties; provided, however, that any
assignment or subletting by the Lessee in violation of the terms of this
lease shall not vest any rights whatsoever in the assignee or subtenant.
IN WITNESS WHEREOF, this lease is hereby executed the day and year
first above written.
ATTEST: Lessor: Commercial Acquisitions Corporation
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Secretary
By: /s/ David J. Clamage
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Title: Chairman
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ATTEST: Kenneth R. Shwayder Lessee: /s/ Richard Metcalfe
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Secretary
By: Richard W. Metcalfe, DDS, PC
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Title:
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STATE OF COLORADO )
) ss
COUNTY OF ARAPAHOE )
The foregoing Business Lease was acknowledged before me this 16th day
of April, 1997, by Richard W. Metcalfe, individually and on behalf of Richard W.
Metcalfe, DDS, PC.
Witness my hand and official seal.
S E A L
My Commission expires July 31, 1999
/s/ Shirley Hendren
-----------------------------------
Notary Public
STATE OF COLORADO )
) ss
COUNTY OF ARAPAHOE )
The foregoing Business Lease was acknowledged before me this 17th day
of April, 1997, by David J. Clamage as Chairman of Commercial Acquisitions
Corporation.
Witness my hand and official seal.
S E A L
My Commission expires July 31, 1999
/s/ Shirley Hendren
-----------------------------------
Notary Public