EXHIBIT 10.8
LEASE
This Indenture,
made this 1st day of August, 1995, by and between Don W
McLeod McLeod Business Properties 4911
Jefferson NE Albuquerque, NM 87109,
hereinafter, whether singular or plural,
masculine feminine, or neuter,
designated as "Lessor," which expression
shall include Lessor's heirs, personal
representatives, assigns, and successors in
interest, and North Star Research
Corporation 4421 McLeod NE Albuquerque, NM
87109, hereinafter, whether singular
or plural, masculine, feminine, or neuter,
designated as "Lessee, " which
expression shall include all Lessees,
jointly and severally, and shall include
Lessee's heirs, personal representatives,
assigns, and successors in interest,
WITNESSETH:
I. DEMISE OF PREMISES.
Lessor, for and
in consideration of the covenants and agreements herein
contained to be kept and performed by
Lessee, Lessee's heirs, personal
representatives, assigns, and successors in
interest, and upon the terms and
conditions herein contained, does hereby
let, lease, and demise to Lessee the
following-described premises situated in
Albuquerque, in the County of
Bernalillo, State of New Mexico,
to-wit:
7165 sq ft office warehouse @ 4421 McLeod
NE Albuquerque, NM
II. TERM OF LEASE.
The term of this
Lease shall be for a period of three (3) (36) (months)
years, beginning on the 1st day of
September, 1995, and ending on the 31st day
of August, 1997.
III. RENT.
Lessee, for and
in consideration of this Lease and the demise of the said
premises by Lessor to Lessee, hereby agrees
and covenants with Lessor to pay as
rent for the said premises, without notice
or demand, the sum of one hundred
forty-five thousand three hundred eighty
63/100 Dollars ($145,380.63) in the
following manner, to wit:
9/1/95--8/31/96
$3,881.04 per month
$46,572.50 annual
9/1/96--8/31/97
$4,036.28 per month
$48,435.36 annual
9/1/97--8/31/ 98
$4,197.73 per month
$50,372.77 annual
All of the rent shall be paid by Lessee to
Lessor or Lessor's order in lawful
money of the United Staten at 4911
Jefferson NE Albuquerque, New Mexico 87109,
or at such other place as Lessor may
designate from time to time for this
purpose.
IV. USE OF PREMISES.
Lessee, for and
in consideration of this Lease and the demise of the said
premises by Lessor to Lessee, hereby agrees
and covenants with Lessor to use and
occupy the said premises for the purpose of
office, assembly, warehouse and for
<PAGE>
no other purpose without first obtaining
the written content of Lessor therefor;
the Lessee shall not use occupy or permit
the demised premises to be used or
occupied, or do or permit anything to be
done in or on the demised premises, in
a manner which will make void or voidable
any insurance then in force with
respect thereto, or which will make it
impossible to obtain fire or other
insurance required to be furnished
hereunder, or which will cause or be likely
to cause structural damage to the demised
premises or any portion thereof, or
which will constitute a public or private
nuisance. Further, the Lessee shall
not use or occupy or permit the demised
premises to be used or occupied for any
business, purpose, or use deemed
disreputable or extra-hazardous, or for any
purpose or in any manner which is in
violation of any present or future
municipal, state and federal ordinances,
laws, rules and regulations.
V. CONDITION OF PREMISES AND
REPAIRS.
Lessee, for and
in consideration of this Lease and the demise of the said
premises, hereby agrees and covenants with
Lessor that Lessee has examined the
said premises prior to the execution
hereof, knows the condition thereof, and
acknowledges that Lessee has received the
said demised premises in good order
and condition, and that no representation
or warranty as to the condition or
repair of the said premises has been made
by Lessor, and, at the expiration of
the term of this Lease, or any renewal or
extension thereof, Lessee will yield
up peaceably the said premises to Lessor in
as good order and condition as when
the same were entered upon by Lessee, loss
by fire or inevitable accident,
damage by the elements, and reasonable use
and wear excepted; that Lessee will
keep, at Lessee's own expense, the said
premises in good order and repair during
the term of this Lease, or any extension or
renewal thereof, and will repair and
replace promptly, at Lessee's own expense,
any and all damage, including, but
not limited to, damage to roof, walls,
floors and foundations, heating and
cooling units, plumbing, glass, sidewalks,
and all other appurtenances, that may
occur from time to time; that Lessee hereby
waives any and all right to have
such repairs or replacements made by Lessor
or at Lessor's expense; and that, if
Lessee fails to make such repairs and
replacements promptly, or, if such repairs
and replacements have not been made within
fifteen (15) days after the
occurrence of damage, Lessor may, at
Lessor's option, make such repairs and
replacements, and Lessee hereby agrees and
covenants to repay the cost thereof
to Lessor on demand.
VI. LIABILITY OF LESSOR.
Lessee, for and
in consideration of this Lease and the demise of the said
premises, hereby agrees and covenants with
Lessor that Lessor shall not be
liable for any damage to persons or
property arising from any cause whatsoever,
which shall occur in any manner in or about
the said premises, and Lessee hereby
agrees to indemnify and save harmless
Lessor from any and all claims and
liability for damage to persons or property
arising from any cause whatsoever,
which shall occur in any manner in or about
the said premises. Further, Lessee
hereby agrees and covenants with Lessor
that Lessor shall not be liable for any
damage to the said demised premises, or to
any part thereof, or to any property
or effects therein or thereon, caused by
leakage from the roof of said premises
or by bursting, leakage, or overflowing of
any waste pipes, water pipes, tanks,
drains, or stationary washstands, or by
reason of any damage whatsoever caused
by water from any source whatsoever, and
Lessee hereby agrees and covenants to
indemnify and save harmless Lessor from any
and all claims and liability for any
damage to the said demised premises, or to
any part thereof, or to any property
or effects therein or thereon.
VII. REQUIREMENTS OF PUBLIC AUTHORITY.
Lessee, for and
in consideration of this Lease and the demise of the said
premises, hereby agrees and covenants with
Lessor that during the term of this
Lease, Lessee shall, at its own cost and
expense, promptly observe and comply
<PAGE>
with all present and future municipal,
state, and federal ordinances, laws,
rules, and regulations affecting the
demised premises or appurtenances thereto,
or any part thereof, whether the same are
in force and effect at the time of the
commencement of the term of this Lease or
may in the future be passed, enacted,
or directed, and Lessee shall pay all
costs, expenses, liabilities, losses,
damages, fines, penalties, claims, and
demands, including reasonable attorney's
fees, that may in any manner arise out of
or be imposed because of the failure
of Lessee to comply with the covenants and
agreements of this paragraph VII.
Further, Lessee hereby agrees and covenants
with Lessor that if Lessee fails to
comply promptly with any present or future
municipal, state, and federal
ordinances, laws, rules, and regulations,
or fails to comply by such time that
compliance may be required by law, Lessor
may, at Lessor's option, take such
actions as may be necessary to comply with
all present and future municipal,
state, and federal ordinances, laws, rules,
and regulations, and Lessee hereby
agrees and covenants to repay the cost
incurred by Lessor in taking such action
to Lessor on demand.
VIII. ALTERATIONS, ADDITIONS, AND
IMPROVEMENTS.
Lessee, for and
in consideration of this Lease and the demise of the said
premises, hereby agrees and covenants with
Lessor that Lessee shall not make, or
suffer or permit to be made, any
alterations, additions, or improvements
whatsoever in or about the said demised
premises without first obtaining the
written consent of Lessor therefor;
provided, however, that such consent, if
given, shall be subject to the express
condition that any and all alterations,
additions, and improvements shall be done
at Lessee's own expense and in
accordance and compliance with all
applicable municipal, state, and federal
ordinances, laws, rules, and regulations,
and that Lessee hereby covenants and
agrees with Lessor that in doing and
performing such work Lessee shall do and
perform the same at Lessee's own expense,
in conformity and compliance with all
applicable municipal, state, and federal
ordinances, laws, rules, and
regulations, and that no liens of
mechanics, materialmen, laborers, architects,
artisans, contractors, sub-contractors, or
any other lien of any kind whatsoever
shall be created against or imposed upon
the said demised premises, or any part
thereof, and that Lessee shall indemnify
and save harmless Lessor from any and
all liability and claims for damages of
every kind and nature which might be
made, or from judgments rendered against
Lessor or against said demised premises
on account of or arising out of such
alterations, additions, or improvements.
IX. OWNERSHIP OF ALTERATIONS,
ADDITIONS, AND IMPROVEMENTS.
Lessee, for and
in consideration of this Lease and the demise of the said
premises, hereby agrees and covenants with
Lessor that any and all alterations,
additions, and improvements, except signs,
shelving, movable furniture and
equipment not affixed to the roof, walls,
or floors, made at Lessee's own
expense after having first obtained the
written consent of Lessor therefor, in
accordance with the provisions contained in
Paragraph VIII hereof, whether or
nor attached to the roof, walls, floors,
foundations, or the premises in any
manner whatsoever, shall immediately merge
and become a permanent part of the
realty, and any and all interest of the
Lessee therein shall immediately vest in
Lessor, and all such alterations,
additions, and improvements shall remain on
the said premises and shall not be removed
by Lessee at the termination of this
Lease. The signs, shelving, moveable
furniture and equipment not affixed to the
roof, walls, or floors, shall be removed by
Lessee at Lessee's expense on or
before the termination of the Lease, and
Lessee shall repair any damage caused
thereby at Lessee's own expense, such that
the premises shall be in as good
order and condition as when the same were
entered upon by Lessee.
<PAGE>
X. ASSIGNMENT AND
SUBLETTING.
Lessee, for and
in consideration of this Lease and the demise of the said
premises, hereby agrees and covenants with
Lessor that neither Lessee nor
Lessee's heirs, personal representatives,
assigns, or successors in interest
shall assign this Lease or sublet the said
demised premises, in whole or in
part, without first obtaining the written
Consent of Lessor therefor; that no
assignment of this Lease or any subletting
of the said demised premises, in
whole or in part, shall be valid, except by
and with the written consent of
Lessor first obtained; that the consent of
Lessor to any such assignment or
subletting shall not operate to discharge
Lessee or Lessee's heirs, personal
representatives, assigns, or successors in
interest from their liability upon
the agreements and covenants of this Lease,
and Lessee, Lessee's personal
representatives, assigns, and successors in
interest shall remain liable for the
full and complete performance of all of the
terms, conditions, covenants, and
agreements herein contained as principals
and not as guarantors or sureties, to
the same extent as though no assignment or
sublease had been made; that any
consent of Lessor to any such assignment or
subletting shall not operate as a
consent to further assignment or subletting
or as a waiver of this covenant and
agreement against assignment and
subletting; and that following any such
assignment or subletting, the assignee
and/or sublettee shall be bound by all of
the terms, conditions, covenants, and
agreements herein contained including the
covenant against assignment and
subletting.
XI. UTILITY AND OTHER CHARGES.
Lessee, for and
in consideration of this Lease and the demise of the said
premises, hereby agrees and covenants with
Lessor to pay promptly all utility
and other charges of whatsoever kind and
nature, including charges for
electrical, gas, garbage, sewage,
telephone, and other services, which may be
incurred in connection with Lessee's use of
the said premises, and to indemnify
and save harmless Lessor therefrom.
XII. LESSOR'S RIGHT OF ENTRY AND TO MAKE
ALTERATIONS, ADDITIONS, AND
IMPROVEMENTS.
Lessee, for and
in consideration of this Lease and the demise of the said
premises, hereby agrees and covenants with
Lessor that Lessor, Lessor's heirs,
personal representatives, assigns, agents,
attorneys, and successors in interest
shall have the right at any time, upon
reasonable notice to Lessee, to enter
upon the said premises to inspect the same
and to make any and all improvements,
alterations, and additions of any kind
whatsoever upon the said premises,
providing such improvements, alterations,
and additions are reasonably necessary
or convenient to the use to which the said
premises are being put at the time,
but at no time shall Lessor be compelled or
required to make any improvements,
alterations, or additions.
XIII. TAXES, OTHER ASSESSMENTS, AND
INSURANCE.
Lessee and
Lessor hereby covenant and agree that all taxes and special and
general assessments of whatsoever kind and
nature, extraordinary as well as
ordinary, which have been or may be levied
upon the said demised premises and
upon any alterations, additions, and
improvements thereon, shall be paid by
lessor at the time when the same become due
and payable, and that all taxes and
special and general assessments of
whatsoever kind and nature, extraordinary as
well as ordinary, which have been or may be
levied upon the personal property
located upon the said demised premises
shall be paid by lessee at the time when
the same shall become due and payable.
Lessee, for and in consideration of this
Lease and the demise of the said premises,
hereby agrees and covenants with
Lessor to carry and maintain in full force
and effect during the term of this
Lease, and any extension or renewal
thereof, at Lessee's expense, public
<PAGE>
liability insurance covering bodily injury
and property damage liability, in a
form and with an insurance company
acceptable to Lessor, with limits of coverage
of not less than $ 1,000,000.00 for each
person and $ 2,000,000.00 in the
aggregate for bodily injury or death
liability for each accident, and $
1,000,000.00 for property damage liability
for each accident, for the benefit of
both Lessor and Lessee as protection
against all liability claims arising from
the premises. Lessee hereby agrees and
covenants with Lessor to deliver a copy
of the insurance policy or policies to
Lessor at the beginning of the term of
this Lease, or as soon thereafter as
practicable, and to give Lessor not less
than ten (10) days' written notice
informing Lessor of the expiration of any
such policy. Fire and extended coverage
insurance upon all buildings,
alterations, and improvements upon the said
premises shall be provided for as
follows:
________________________________________________________________,
and
fire and extended coverage insurance upon
all of the contents and other personal
property situated upon the said premises
shall be provided for as follows:
___________________________________. It is
understood and agreed by and between
the parties that a copy of each policy of
fire and extended coverage insurance
shall be provided to the parties hereto at
the beginning of the term of this
Lease, or as soon thereafter as
practicable, and that the party who is
responsible for paying the premiums on each
policy of fire and extended coverage
insurance shall give the other party not
less than ten (10) days' written notice
informing the other party of the expiration
of any such policy.
XIV. HOLDING OVER.
Lessee, for and
in consideration of this Lease and the demise of the said
premises, agrees and covenants with Lessors
that no holding over by Lessee after
the expiration of this Lease, or any
renewal or extension thereof, whether with
or without the consent of Lessor, shall
operate to extend or renew this Lease,
and that any such holding over shall be
construed as a tenancy from month to
month at the monthly rental which shall
have been payable at the time
immediately prior to when such holding over
shall have commenced, and such
tenancy shall be subject to all the terms,
conditions, covenants, and agreements
of this Lease.
XV. BANKRUPTCY AND CONDEMNATION.
Lessee, for and
in consideration of this Lease and the demise of the said
premises, hereby agrees and covenants with
Lessor that should Lessee make an
assignment for the benefit of creditors or
should be adjudged a bankrupt, either
by voluntary or involuntary proceedings, or
if otherwise a receiver or trustee
should be appointed by any court of
competent jurisdiction for Lessee because of
any insolvency, or any execution,
attachment, replevin, or other court order
should be issued against the Lessee or any
of Lessee's property, whereby the
demised premises or any building or
buildings, or alterations, additions, or
improvements thereon, shall be taken or
occupied or attempted to be taken or
occupied by someone other than the Lessee,
the occurrence of any such
