EXHIBIT 10.8
LEASE AGREEMENT
THIS LEASE
AGREEMENT,
is made and
entered into as of this /flay of
January, 2004, by and between ADRIAN RAND
ROBISON and DOROTHY ROBISON, husband
and wife, referred to herein as "Lessor",
and INTERNATIONAL
ISOTOPES, INC., a
Texas corporation, referred to herein as
"Lessee".
WITNESSETH:
In consideration
of the mutual
covenants,
conditions and
agreements
contained herein and the payment of rents herein specified, it is agreed as
follows:
1.
DEMISED PREMISES. Lessor does hereby lease, demise and rent
unto
Lessee the following described premises and all improvements located thereon
situated in the County of Bonneville, State of Idaho, to-wit (the "Leased
Premises"):
Lot 3 Block 2,
St. Leon Industrial Park, Division No. 1,
according to the recorded plat thereof.
SUBJECT TO THE FOLLOWING:
1
Declaration of Covenants, Conditions and Restrictions
for
St. Leon Industrial Park, recorded in the records of
Bonneville
County, Idaho,
on October 22, 1996, as
Instrument No. 930434.
2
All existing
easements or claims of easements, patent
reservations,
rights-of-way, protective covenants, zoning
ordinances, and
applicable
building codes, laws and
regulations,
encroachments,
overlaps,
boundary line
disputes and other
matters which would be disclosed by an
accurate survey or inspection of the premises.
2.
TERM. The term of this Lease Agreement shall be as follows:
2.1 Initial
Term. The initial term of this Lease Agreement
shall be for a term of five (5)
years commencing on February 1, 2004 (the
"Commencement Date") and extending to midnight on January 31,
2009, subject
however to prior termination as hereinafter set forth. For purposes of this
Lease Agreement, the term "Lease Year" shall refer to the period of
time each
year commencing on the 1st day of February and ending at midnight on the
3
1st day of January.
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2.2 Early
Termination of Lease.
Lessee has a patent
purchase
pending and Lessee is entering into this
Lease Agreement
under the assumption
that such patent will be acquired
prior to February 29,
2004. Notwithstanding
anything contained herein to the contrary,
the parties agree that
Lessee, at
Lessee's option, may terminate this Lease Agreement
by giving written notice to
Lessor of such termination prior to 5:00
p.m. Mountain Standard Time on February
29, 2004, if Lessee determines prior to such time that such
patent will not be
acquired. Such notice of termination must
be sent by facsimile to Lessor in care
of Charles A. Homer at 208-523-95 18 prior
to 5.00 p.m. Mountain
Standard Time
on February 29, 2004. If Lessee properly
terminates this Lease Agreement in such
manner, Lessee shall vacate the Leased
Premises within thirty
(30) days of the
date such notice is given and this Lease
shall be terminated
as of such time.
Lessor shall in the event of such early
termination retain the $3,000.00 deposit
referred to in paragraph 3.6 herein,
be entitled to receive
and retain rent for
the entire month of February, 2004, and for any time thereafter that Lessee
retains possession of the Leased
Premises. Lessee's right to terminate this
Lease Agreement in the above described manner shall expire if Lessee
does not
send the notice of termination to Lessor in
the above manner prior
to 5:00 p.m.
Mountain Standard Time on February 29,
2004.
2.3 Option to
Renew. The term of
this Lease Agreement
may be
extended, at the option of the Lessee, for
one (1) successive period of five (5)
years, being herein sometimes referred to
as the extended term, as follows:
Extended Term -
Commencing five
(5) years from the
Commencement Date and continuing
for five (5) years thereafter.
At the expiration
of the Initial Term, if this Lease
shall be in full force and effect and the
Lessee shall have fully performed all
of its terms and conditions, the Lessee shall have the option to extend
this
Lease, upon the same terms and conditions,
with rent to be paid
as set forth in
Article 3 herein, for an extended term of
five (5) years to commence immediately
upon the termination of the Initial Term of this Lease. The option for such
extended term shall be exercised by the
Lessee giving written
notice thereof to
the Lessor not less than one hundred
eighty (1 80) days
prior to the expiration
of the then current term.
The extended term shall be upon the same terms, covenants
and conditions as the original
term of this Lease.
In the event this
Lease is
extended as aforesaid, a new Lease Agreement for the term of such extension
shall be unnecessary on such extension,
this Lease constituting a present demise
for both the original and the extended term. Any termination of this Lease
during the Initial Term shall terminate all
rights of extension hereunder.
2
<PAGE>
3.
RENT AND SECURITY
DEPOSIT. Lessee
covenants,
stipulates
and
agrees to pay to Lessor as rent for the
Leased Premises the following:
3.1
Lessee shall pay
to Lessor monthly rental payments in the
amount of $4,309.50 each.
3.2 At the
conclusion
of each Lease Year
during the term of
this Lease Agreement
(the "Adjustment Date"), the monthly rent as
specified herein shall
be adjusted according
to the following
terms.
The adjusted
rent shall be based on the percent change in the CPI
published by the
Bureau of Labor Statistics of the United States
Department of Labor
for All Urban
Consumers, U.S.
City Average (All
Cities) for All Items
with the index base being the current official
base of 1982 -1984 = 100 (hereafter the "CPI"). The monthly rent due
following each
Adjustment
Date shall be
increased by a percentage of
the initial rent
determined by comparison of the CPI on the Adjustment
Date to the CPI of the Base Month. The "Base Month", for purposes of
the rent adjustment
provided herein shall be February, 2004. The
adjusted rent shall be computed by creating a fraction, the
denominator
of which is the CPI for the Base Month. The numerator of which
shall be
the CPI on the
Adjustment Date. This
fraction shall be
multiplied by
the initial rent of $4,309.50 to determine the amount of the adjusted
rent. The adjusted
monthly rent shall be the rent due hereunder during
the next ensuing
Lease Year
until the next
Adjustment
Date. In no
event, however, shall
the amount of adjusted rent due be reduced below
the rent of $4,309.50 per month.
3.3 In the event
that the CPI for the
Adjustment Date is
not
published or
not available on the Adjustment Date, Lessee shall
continue paying rent
at the last effective
rate until the CPI for the
Adjustment Date
becomes available. At that time the rent shall be
adjusted as
provided herein and Lessee shall pay to Lessor the
difference between the
rent due under the proper adjustment from the
Adjustment Date to the
date the adjusted rent
is calculated
and the
amount of rent actually paid during that period.
3.4 In the event
the publication of the
CPI identified
above
is discontinued, the parties hereto shall thereafter accept comparable
statistics on the
cost of living as they shall be computed and
published by an official agency or department of the United States
of
America or by a responsible financial entity of recognized authority
then to be selected by the parties hereto, making such revisions as
the
circumstances may require to carry out the intent of this
paragraph.
3
<PAGE>
3.5 All monthly
rental payments shall
be paid in advance with
the first months lease payments to be paid on or before February
1,2004
and all subsequent
lease payments to be paid on the 1st day
of each
month during the term of this Lease Agreement.
3.6 Lessee has
on this date deposited
with Lessor the sum
of
$3,000.00. Such
deposit amount of
$3,000.00 shall be
deposited with
Lessor as security for the faithful performance by Lessee of all
terms, provisions,
conditions
and covenants hereof
upon the Lessee's
part to be kept,
observed and performed, and said sum shall be
returned to Lessee after the time fixed as the expiration of this
Lease
Agreement; provided,
however, Lessee shall have faithfully kept,
observed and
performed all the terms, provisions, conditions and
covenants on Lessee's part to be kept and performed; that in case of
default on the part of
Lessee to comply with
the provisions
hereof,
said deposit shall be used first for the payment of delinquent
rental,
secondly for the
payment of costs and
expenses incurred by
Lessor in
repairing damage to the Leased Premises occasioned by the tenancy,
and
thirdly, for the
repair and renovation
of the grounds,
occasioned by
the default on the part of Lessee to comply with the terms hereof.
Any
surplus over the amount deposited hereof, in excess of the costs and
expenses of Lessor in repairing damages due to the fault or
neglect of
Lessee shall be
returned to Lessee.
In the event the
deposit herein
made is not sufficient to cover costs of such repair, Lessee agrees to
forthwith pay to Lessor, or Lessor's agents, the amount necessary over
and above such deposit, to repair the Leased Premises.
3.7 In the event
Lessee is delinquent in paying the rental
payments or any other payments required of Lessee herein all such
past
due payments shall
bear interest at eighteen percent (1 8%) per annum
from the date of default until paid.
4.
ASSIGNMENT OR SUBLEASING. Lessee shall not assign, mortgage,
or
encumber this Lease Agreement, nor sublet or permit the Leased
Premises or any
part thereof to be used by others for
any purpose,
without the prior
written
consent of Lessor being first obtained in
each instance; provided, however, that
regardless of any such assignment or sublease,
Lessee shall remain
primarily
liable for the payment of the rent herein
reserved and
for the performance of
all the other terms of this Lease Agreement
required to be
performed by Lessee.
Lessor does hereby specifically
consent to the
sublease of this Lease Agreement
by Lessee to its subsidiary, International Isotopes Idaho, Inc. Provided,
however, regardless of such sublease,
Lessee shall remain
primarily liable for
the payment of the rent herein reserved and
for the performance of all the other
terms of this Lease Agreement required to
be performed by Lessee.
4
<PAGE>
5.
USAGE OF PREMISES AND COMPLIANCE WITH LAWS AND INSURANCE.
Lessee
shall not use, nor permit the use of the
Leased Premises, for any other purpose
or purposes or under any other trade name
without the prior
written consent of
Lessor. The Leased Premises shall not be used for any
unlawful purpose
during
the term of this Lease Agreement, and Lessee agrees to comply with all
restrictive covenants (including any further
covenants which may be recorded
pertaining to the Premises) and all
federal, state, county
and city ordinances,
laws and regulations, present or future, affecting the use of or the type of
business to be carried on in the Leased
Premises. Lessee shall not use the
Leased Premises in a manner which shall increase the rate of fire or
extended
coverage insurance on the building
situate on the Leased
Premises over that in
effect prior to this Lease Agreement. It is
understood that before Lessee or any
sublessee of Lessee can conduct certain operations on the Leased Premises
contemplated by Lessee, a license to conduct such
operations
will need to be
obtained from the nuclear regulatory
commission and other governmental agencies.
It is anticipated that in connection with
the issuance of such licenses, Lessee
will be required to obtain a surety bond
insuring against any
damages caused to
the Leased Premises by hazardous
waste and materials.
Lessor shall be named
as
an insured party and beneficiary of any such surety bond or insurance. THE
PROVISIONS CONCERNING HAZARDOUS WASTE AND MATERIAL SET FORTH IN APPENDIX 1
ATTACHED HERETO ARE INCORPORATED HEREIN BY
REFERENCE AND ARE SPECIFICALLY MADE A
PART OF THIS LEASE AGREEMENT.
6.
UTILITIES. Lessee
shall furnish and timely pay for all heat,
gas, electricity, power, water, hot water,
lights, telephone, and all other
utilities of every type and nature whatsoever used in or about the Leased
Premises at Lessee's own cost and
expense, and shall indemnify Lessor against
any liability on such account. Lessor shall
be under no obligation to furnish or
pay for any of such utilities.
7.
LESSOR'S RIGHT OF
ENTRY. Lessor or their
agents shall have the
right to enter the Leased Premises at any reasonable time
upon notice to Lessee
to examine the same and determine the state
of repair or alteration which shall
or may be necessary for the safety or
preservation of the Leased Premises.
8.
ALTERATIONS. No
alteration,
addition, or improvement to the
Leased Premises shall be made by Lessee
witho.ut the written consent of Lessor.
Any alteration, addition or improvement made by
Lessee after such consent shall
have been given, and any fixtures
installed as part
thereof, shall at
Lessor's
option become the property of Lessor upon the termination of this Lease
Agreement and be surrendered with the
Leased Premises;
provided, however,
that
Lessor shall have the right to require Lessee to remove such fixtures at
Lessee's cost upon the termination of this
Lease Agreement. Upon
the removal of
any such fixtures, Lessee shall be required to promptly
repair any damage
or
injury done to the Leased Premises by such removal and restore the Leased
Premises to as good condition as the same are in at the time
Lessee shall take
possession, reasonable wear and tear excepted.
Lessee shall
indemnify Lessor
against any mechanic's or materialman's lien or other lien arising out of the
making of any alteration, repair, addition,
or improvement by
Lessee, and shall
hold Lessor harmless of any such liens or
claims, including
reasonable attorney
fees and costs that may be incurred in
removing any such liens.
5
<PAGE>
9.
SIGNS. Lessee shall
not affix or maintain
upon the glass panes
or supports of the windows, doors or the exterior walls of the
Leased Premises,
any signs, advertising placards, names, insignia, trademarks, descriptive
material or any other such like items
except as shall have
first received
the
written approval of Lessor as to the size,
type, color, location,
copy, nature
and display qualities. Lessee may, upon approval of Lessor, have windows or
doors of the Leased Premises painted, or place decals thereon with the
name of
Lessee, Lessee's address and business hours,
provided said painting
or decals
are removed upon termination or vacation of the Leased
Premises at
Lessee's
expense.
10. WASTE.
Lessee shall not commit any waste or damage to the Leased
Premises hereby leased, nor permit any
waste or damage to be done thereto.
11.
PROTECTION OF
PROPERTY. Lessee agrees to maintain the Leased
Premises in as good condition as the same is in at the time
Lessee shall take
possession of the Leased Premises, reasonable wear and tear excepted.
At the
termination of this Lease Agreement in any manner
Lessee will
surrender the
Leased Premises to Lessor in the
condition above
described.
Damage to walls,
doors, windows, ceiling tiles and other parts of
the Leased Premises
shall be
repaired and painted by Lessee at Lessee's
sole cost and expense and returned in
good condition at the termination of this
Lease Agreement and at the termination
of this Lease Agreement carpets shall be repaired and cleaned by Lessee at
Lessee's cost and exp
