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Exhibit 10.6
LEASE AGREEMENT
THIS
LEASE AGREEMENT, made this 5th day of April, 2001 by and
between
Optium, Inc., a Delaware Corporation, (hereinafter referred to as
Lessee) and
Leo Palau, 804 Lakeview Drive, Maple Glen, PA 19002, (hereinafter
referred to as
Lessor).
WITNESSETH:
The
Lessor, for and in consideration of the prompt payment of the rent
as
specified in this Agreement as well as the performance of all of
the covenants,
promises and agreements contained in this Agreement upon the part
of the Lessee
doeshereby demise and Lease to the Lessee and Lessee does hereby
Lease from the
Lessor the premises situate at 100 Highpoint Drive, Chalfont, Bucks
County, PA,
Suite 103, comprising of approximately 8,707 square feet.
I.
TERM
A.
TERM
Except if the Lessee exercises the Option to Renew per paragraph
XV, the
term of this Lease shall nine and one half (9 1/2) months
commencing on April
15, 2001, (the Commencement Date) and terminating on January 31,
2002. In the
event that Lessor is unable to give possession of the demised
premises, as
herein provided, by reason of any cause beyond the control of
Lessor, the Lessor
shall not be liable in damages to the Lessee therefore and during
the period
that Lessor is unable to give possession, all rights and remedies
of both
parties hereunder shall be suspended.
B.
TERMINATION
This
Lease shall expire at the end of the term as defined in
paragraph
I.A., provided that in the event that the Lessee shall for any
reason, fail to
vacate the Leased Premises at the expiration of the term of this
Lease, the
Lessee shall be deemed to be a "hold-over" Lessee and liable for
additional
rents provided in Paragraph II, Section E.
II.
RENT
A.
BASE
RENT
The
monthly rental payments shall be $12,334.92 per month.
Rental payments shall be payable at the offices of the Agent as set
forth
below. The first months rental payment shall be due payable upon
the execution
of this Lease.
B.
UTILITIES
Lessee shall be responsible for payment of all utility services
including
heat, water, sewer, electricity, air conditioning and gas (if
applicable). If
requested by Lessor, Lessee shall produce paid receipts for said
utilities upon
the demand of Lessor.
C.
TAXES AND CONDOMINIUM ASSOCIATION FEE
Lessor shall be responsible for and pay all real estate taxes
and
Condominium Association fees, as shall be in effect as of the
Commencement Date.
D.
RENTAL PAYMENTS
All
rental payments shall be due and payable on or before the first
day
of each calendar month during the term of this Lease. In the event
that Lessee
shall not pay any payment of rent within five (5) days after the
due date, a
late charge of ten percent (10%) of the base rental payment and
additional
rental payment due shall be charged and payable with the next
rental payment.
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E.
RENT
WHILE HOLDING OVER
In
the event that Lessee is classified as a hold-over Lessee pursuant
to
paragraph I.B. above, then in addition to the rents provided for
above, Lessee
shall pay an additional monthly rental of fifty percent (50%) of
the total
aforementioned rents.
III. RIGHTS AND
OBLIGATIONS OF LESSEE
A.
USE
OF PREMISES
Lessee shall use the leased premises for office and light
manufacturing
purposes and no other purpose. Lessee shall be responsible for the
acquisition
of any and all permits for such use from any municipal or
governmental authority
or agency at its own cost and expense.
B.
FIXTURES AND EQUIPMENT
All
trade fixtures, equipment, appliances, decorations, etc.,
installed
by Lessee in the Leased Premises shall remain the sole property of
the Lessee,
provided, however, that Lessee shall repair any damages caused by
the removal of
such fixtures, equipment, appliances, decorations, etc., from the
Leased
Premises at the termination of this Lease as provided herein.
Furthermore,
Lessee shall have use of the modular furniture located in the
Leased Premises
during the term of the Lease.
C.
WASTE AND NUISANCE
Lessee shall not commit or suffer to be committed any waste or
any
nuisance or other act or thing which may disturb the Lessor or any
other person
to whom the Lessor has any duty.
D.
GOVERNMENTAL REGULATIONS
Lessee shall at Lessee's sole cost and expense, without notice or
demand
from Lessor, comply with and faithfully observe all requirements of
all
municipal, county, state, federal and other governmental
authorities having
jurisdiction, now in force or which may hereafter be enforced,
pertaining to the
use of the Leased Premises.
E.
IMPROVEMENTS
Lessee shall not make any alterations, additions or improvements to
the
Leased Premises without the prior written consent of Lessor.
Consent for
non-structural alterations, additions, or improvements shall not be
unreasonably
withheld by Lessor. Lessee shall comply with all governmental rules
and
regulations in connection with such work, and shall prevent any
lien or
obligation from being created against or imposed upon the Leased
Premises and
will discharge all liens and charges for services rendered or
materials
furnished immediately after such liens occur or said charges become
due and
payable Such alterations, additions or improvements shall become
part of the
real property and remain the property of Lessor on termination of
the Lease.
At
all times when any change or alteration is in progress, there shall
be
maintained, at Lessee's expense, Workmen's Compensation Insurance
in accordance
with the law, covering all persons employed in connection with the
change or
alteration, and general liability insurance of the mutual benefit
of Lessee and
Lessor, expressly covering the additional hazardsdue to the change
or
alteration.
F.
SIGNS
Lessee may not install any signs or posters on the exterior of
the
building in which the Leased Premises are located or at any other
location
adjacent to the said building or install, display or use any signs
except as
shall be permitted by the Lessor. Lessee shall comply with all
other rules and
regulations imposed by the Lessor or any municipal or other
authority exercising
jurisdiction over such matters.
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IV.
MAINTENANCE BY LESSEE
Lessee shall provide complete janitorial services to the premises
at
least on a weekly basis and shall be responsible for the cost of
such services.
Lessor reserves the right to visit the premises at reasonable times
and
with reasonable notice.
Lessee shall not be responsible for any damage by fire elements
or
unavoidable casualty or other catastrophe cause to premises which
shall not be
due to the negligence of the Lessee, Lessee's employees, agents or
servants.
Lessor shall have the leased premises and all building services
including
sanitary services in good working order.
V.
INSURANCE AND INDEMNITY
A.
LIABILITY INSURANCE REQUIRED OF THE LESSEE
Lessee, at its own expense, shall provide and maintain in force
during
the term of this Lease, liability and property damage insurance in
the amount of
One Million Dollars ($1,000,000.00) on a combined single-limit
basis, covering
Lessor as well as Lessee, with one or more responsible insurance
companies duly
authorized to transact business in Pennsylvania, listing Lessor as
an additional
insured and loss payee. Lessee shall furnish Lessor with
certificates of all
insurance required by this section. If Lessee does not maintain
such insurance
in full force and effect, Lessor may notify Lessee of such failure
and if Lessee
does not deliver to Lessor within ten (10) days after such notice,
certification
showing all such insurance to be in full force and effect, Lessor
may at its
option, take out the necessary insurance to comply with the
provisions hereof
and pay the premiums on the itemsspecified in such notice and
Lessee covenants
thereon on demand to reimburse and pay Lessor any amounts paid or
expended in
the amount of the insurance premiums required hereby and specified
in the
notice, with interest thereon at the rate of eight (8%) percent per
annum from
the date of such payment by Lessor until repaid by Lessee.
B.
FIRE
INSURANCE
Lessor shall maintain and keep in force and effect or cause to
be
maintained and kept in force and effect a policy of fire insurance
covering the
exterior of the premises of which the Leased Premises is a part and
Lessee shall
be responsible for fire insurance covering the Leased Premises and
contents,
with Lessor listed as loss payee as its interest appear.
C.
INDEMNIFICATION OF LESSOR
Except for claims arising out of acts caused by the negligence of
the
Lessor or its representatives, Lessee will indemnify Lessor to the
extent that
the loss is not covered by insurance and save Lessor harmless from
and against
any and all claims, actions, damages, liability and expense in
conjunction with
the loss of life, an occurrence in, upon or at the Leased Premises
or the
occupancy or use by Lessee of the Leased Premises or any part
thereof, or
occasioned wholly or in part by any act or omission of Lessee, his
agents,
contractors, employees, or servants. In case Lessor shall have been
made a party
to any litigation commenced by or against Lessee, then Lessee shall
protect and
hold Lessor harmless and shall pay all costs, expenses and
reasonable attorney's
fees incurred or paid by Lessor in connection with such litigation.
This
indemnification shall exclude claims made by Lessee against Lessor.
Lessee shall
also pay all costs, expenses and reasonable attorney's fees that
may be incurred
or paid by the Lessor in enforcing the covenants and agreements of
this Lease.
D.
WAIVER OF SUBROGATION
Lessor and Lessee hereby release each other from any and all
liability or
responsibility to the other or any one claiming through or under
them by way of
subrogation or otherwise for any loss, damage or injury to property
or persons,
including death, covered by any insurance then in force, even if
such loss or
damage shall have been caused by the fault or the negligence of the
other party,
or anyone for whom such party may be responsible. All policies of
insurance
referred to herein shall contain a clause(s) or endorsement(s)
acknowledging
such waiver of subrogation and also to the effect that this mutual
release shall
not adversely affect or impair said insurance
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or prejudice the right of any insured to recover thereunder.
VI.
DESTRUCTION OF LEASED PREMISES
A.
MINOR DAMAGE
If
the Leased Premises shall be damaged by fire, the elements or
unavoidable casualty, but are not rendered materially unusable in
whole or in
part, Lessor shall at its own expense and costs, promptly cause
such damage to
be repaired and the rent shall not be abated.
B.
PARTIAL DESTRUCTION
If
by reason of such occurrence, the Leased Premises are rendered
materially unusable in part, the Lessor shall at its own expense,
promptly cause
the damage to be repaired and the rent shall meanwhile be abated on
a prorata
basis.
C.
TOTAL DESTRUCTION
If
the Leased Premises shall be rendered wholly unusable by reason
of
total destruction, this Lease shall terminate upon he option of
either the
Lessor or the Lessee and if so terminated, both parties shall be
released from
any further liability under it.
VII. EMINENT
DOMAIN
A.
TOTAL CONDEMNATION OF LEASED PREMISES
If
the whole of the Leased Premises shall be acquired or condemned
by
eminent domain for any public or quasi-public purpose, Lessee shall
have the
right to terminate this Lease at any time after the date of title
vesting in
such proceedings. All rental shall be prorated as of the date of
such
termination.
B.
LESSOR'S DAMAGES
In
the event of any condemna
