SUBLEASE
This sublease entered into this 1st day of September, 1998 between
Pre-Paid Solutions, Inc., a Florida corporation, hereinafter called the
Sublessor, and Pre-Cell Solutions, Inc., a Florida corporation, hereinafter
called the Sublessee and/or Tenant:
Witnesseth, that Sublessor has leased the premises which are the
subject of this sublease from Louis LeBlanc-Moriniere, Trustee ("LBM") pursuant
to the Lease Agreement entered into on June 15, 1998, a copy of which is
attached hereto as exhibit "A" (the "Underlying Lease").
Witnesseth, that the said Sublessor does this day sublease unto said
Sublessee, and said Sublessee does hereby hire and take as Tenant under said
Sublessor the premises described on Exhibit A, situated in Brevard County, State
of Florida, to be used and occupied by the Sublessee for the purpose of "General
Office" and for no other purposes or uses whatsoever inconsistent with those
purposes, for the term of nine and one-half months, subject and conditioned on
the provisions of clause 23 of this Sublease, beginning as of September 1, 1998,
and ending June 14, 1999 at and for the agreed total rental of $4,405.63,
inclusive of applicable sales tax, payable as follows:
Months 1-9.5: $463.75 per month, inclusive of applicable sales tax
All payments to be made payable to Sublessor on the first day of each
and every month in advance without demand, at the office of Sublessor at 255
East Drive, Suite C, Melbourne, Florida 32904, or at such other place and to
such other person, as the Sublessor may from time to time designate in writing.
The following express stipulations and conditions are made a part of
this sublease and are hereby agreed to by the Sublessee:
FIRST: The Sublessee shall not assign this sublease, nor sublet the
premises, or any part thereof, nor use the same, or any part thereof, nor permit
the same, or any part thereof, to be used for any other purpose inconsistent
with the purposes set forth above, nor make any material alterations to the
premises without the written consent of the Sublessor, which consent shall not
be reasonably withheld.
SECOND: All personal property placed or moved in the premises above
described shall be at the risk of the Sublessee or owner thereof.
THIRD: That the Sublessee shall promptly execute and comply with all
statutes, ordinances, rules, orders, regulations and requirements of the
applicable federal, state and city government and of any and all their
departments and bureaus applicable to said premises, for the correction,
prevention, and abatement of nuisances or other grievances,
in, upon, or connected with said premises during said term.
FOURTH: In the event the premises shall be destroyed or so damaged or
injured by fire or other casualty during the term of this agreement, whereby the
same shall be rendered untenantable, in whole or in part, then the Sublessor
shall have the right to render said premises tenantable by repairs within ninety
days therefrom. If said premises are not rendered completely tenantable within
said time, either party shall have the option to cancel this sublease, and in
the event of such cancellation, the rent shall be paid only to the date of such
fire or other casualty. The cancellation herein mentioned shall be evidenced in
writing.
FIFTH: The prompt payment of the rent for said premises upon the dates
named, and the faithful observance of the provisions of this sublease, and of
such other and further rules and regulations as attached to this sublease are
the conditions upon which this sublease is made and accepted. Any failure on the
part of the Sublessee to comply with the terms of said lease, or any of said
rules and regulations which continues for five (5) business days after
Sublessee's receipt of written notice from Sublessor indicating same, shall, at
the option of the Sublessor, constitute a default of this sublease.
SIXTH: If the Sublessee shall fail to pay any rent when due hereunder
and such failure continues for a period of five (5) business days after
Sublessee's receipt of written notice from Sublessor indicating same, the
Sublessor may, at its option, forthwith cancel this sublease.
SEVENTH: Sublessee agrees to pay the cost of collection and ten percent
attorneys' fee on any part of said rental that may be collected by suit or by
attorney, after the same is past due.
EIGHTH: The Sublessee agrees that it will pay all charges for rent,
gas, electricity, or other illumination, and for all water used on said
premises, and should said charges for rent, light, or water herein provided for
at any time remain due and unpaid for sixty (60) days after the same shall have
become due, Sublessor may at its option, pay such charges and any charges so
paid shall be paid by Sublessee to Sublessor as additional rent hereunder.
NINTH: The Sublessor, or any of his agents, shall have the right to
enter said premises during normal business hours to make such repairs,
additions, or alterations as may be deemed reasonably necessary for the safety,
comfort, or preservation thereof, or of said building, or to exhibit said
premises, and to put or keep upon the doors or windows thereof a notice AFOR
RENT@ at any time within thirty (30) days before the expiration of this
sublease. Additionally, the Sublessor shall have the right to enter said
premises during normal business hours for the purpose of testing personal
watercraft; provided, however, in the event Sublessor's testing of personal
watercraft interferes with Sublessee's operation of its business, the parties
shall cooperate with one another to
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prepare a mutually agreeable schedule for Sublessor's use of the premises to
test its personal watercraft.
TENTH: Sublessee hereby accepts the premises in the condition they are
in at the beginning of this sublease and agrees to maintain said premises in the
same condition, order and repair as they are at the commencement of said term,
excepting only reasonable wear and tear arising from the use thereof under this
agreement, and to make good to said Sublessor immediately upon written demand,
any damage to water apparatus, or electric lights or any fixture, appliances, or
appurtenances of said premises, or of the building, caused by any act or neglect
of Sublessee, or of any person or persons in the employ or under the control of
the Sublessee.
ELEVENTH: If the Sublessee shall become insolvent or if bankruptcy
proceedings shall be begun by or against the Sublessee, before the end of said
term the Sublessor is hereby irrevocably authorized, at its option, to forthwith
cancel this sublease, as for a default. Sublessor may elect to accept rent from
such receiver, trustee, or other judicial officer during the term of their
occupancy in their fiduciary capacity without affecting Sublessor's rights as
contained in this contract, but no receiver, trustee, or other judicial officer
shall ever have any right, title, or interest in or to the above described
property by virtue of this contract.
TWELFTH: Sublessee hereby waives and renounces for himself and family
and all homestead and exemption rights he may now have, or hereafter, under or
by virtue of the constitution and laws of this State, or any other State, or of
the United States, as against the payment of said rental or any portion hereof,
or any other obligation or damage that may accrue under the terms of this
agreement.
THIRTEENTH: This contract shall bind the parties and their respective
successors and assigns.
FOURTEENTH: It is understood and agreed between the parties hereto that
time is of the essence of this contract and this applies to all terms and
conditions contained herein.
FIFTEENTH: It is understood and agreed between the parties hereto that
written notice hand delivered or sent by reputable overnight courier to the
premises subleased hereunder shall constitute sufficient notice to the Sublessee
and written notice hand delivered or sent by reputable overnight courier to the
office of the Sublessor where rent is paid hereunder shall constitute sufficient
notice to the Sublessor.
SIXTEENTH: The rights of the parties under the foregoing shall be
cumulative, and failure to exercise promptly any rights given hereunder shall
not operate to forfeit any of the said rights.
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SEVENTEENTH: It is further understood and agreed between the parties
hereto that any charges against the Sublessee by the Sublessor for services or
for work done on the premises by order of the Sublessee or otherwise accruing
under this contract shall be considered as rent due and shall be included in any
lien for rent due and unpaid.
EIGHTEENTH: It is hereby understood and agreed that any signs or
advertising to be used, including awnings, in connection with the premises
subleased hereunder shall be first submitted to the Sublessor for approval
before installation of same.
NINETEENTH: RADON GAS NOTIFICATION (the following notification may be
required in some states): Radon is a naturally occurring radioactive gas that,
when it has accumulated in a building in sufficient quantities, may present
health risks to persons who are exposed to it over time. Levels of radon that
exceed federal and state guidelines have been found in buildings. Additional
information regarding radon and radon testing may be obtained from your county
public health unit.
TWENTIETH: Sublessee agrees that the Sublessor shall in no way be
responsible for the inventory of the Sublessee. The Sublessee further agrees to
obtain and pay for a Public Liability and Liability Insurance Policy in the
amount of $1,000,000.00 and Property Damage policy in the amount of $3000,000
naming the Sublessor as an additional insured and shall furnish a copy of said
policy to the Sublessor on each anniversary date of this sublease.
TWENTY-FIRST: The use of the subleased property and the part of the
lake abutting the demised premises, is exclusive with the exception of other
tenants access by land to and from their leased land and buildings thereon. The
use of the Parking Area shall be a non-exclusive use to be shared in common with
all other tenants of M&B, their guests and invitees with the exception of 4
parking spaces in front of the food store which shall be for the exclusive use
of the leased food store.
TWENTY-SECOND: Sublessee may make changes and improvements to the
subleased premises herein with the prior written consent of the Sublessor, which
approval shall not be unreasonably withheld.
TWENTY-THIRD: Notwithstanding any other provisions in this sublease,
the parties expressly acknowledge that all promises and convenants made by
Sublessor to Sublessee are contingent on the status of the Underlying Lease. In
the event that performance of this sublease becomes impossible due to
termination of the referenced Underlying Lease, Sublessor shall immediately
advise Sublessee of same in writing and Sublessee shall be given a reasonable
time to vacate premises, and it is understood between the parties that this time
period shall not exceed the time period when Sublessor's Underlying Lease with
LBM has concluded. Any monthly installment of rent either payable or owed under
this agreement in the event of said early termination due to impossibility shall
be paid or returned on a daily prorated rate accordingly. Further, in the event
Sublessee is obligated to vacate the premises as provided herein, this
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sublease shall automatically terminate and Sublessee shall have no further
obligations hereunder.
TWENTY-FOURTH: Sublessee shall have the right to renew this Sublease
for two consecutive option periods as follows: (i) for the period beginning June
15, 1999 and ending June 14, 2000 at the monthly rental rate of $486.94,
including applicable taxes; and (ii) for the period beginning on June 15, 2000
and ending on June 14, 2001 at the monthly rental rate of $511.26, including
applicable sales taxes. In the event Sublessee desires to exercise its option,
Sublessee shall provide Sublessor with written notice of its intent to exercise
within sixty (60) days prior to the expiration of the term of this sublease.
IN WITNESS WHEREOF, the parties hereto have executed this instrument
for the purpose herein expressed, the day and year above written.
Signed, sealed and delivered in the presence of:
Pre-Paid Solutions, Inc.
BY: /s/ Thomas E. Biddix
------------------------
Witness Signature (as to Sublessor) Printed name: Thomas E. Biddix
Title: CEO
Printed Name
Pre-Cell Solutions, Inc.
BY: /s/ Timothy F. McWilliams
------------------------
Witness Signature (as to Sublessee) Printed name: Timothy F. McWilliams
Title: COO
Printed Name
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State of Florida
County of Brevard
I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State aforesaid and in the county aforesaid to take
acknowledgments, personally appeared, personally known to me to be the person
described or who produced as identification, and who executed the foregoing
instrument on behalf of Pre-Paid Solutions, Inc. and acknowledged before me that
he executed same.
WITNESS my hand and official seal in the County and State last
aforesaid this ________ day of __________________________, 1999.
--------------------------
Notary Signature
Printed Notary Signature
My Commission Expires:
State of Florida
County of Brevard
I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State aforesaid and in the county aforesaid to take
acknowledgments, personally appeared, personally known to me to be the person
described or who produced as identification, and who executed the foregoing
instrument on behalf of Pre-Cell Solutions, Inc. and acknowledged before me that
he executed same.
WITNESS my hand and official seal in the County and State last
aforesaid this ________ day of __________________________, 1999.
--------------------------
Notary Signature
Printed Notary Signature
My Commission Expires:
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