Exhibit 10.7
BERGER BRIGGS REAL ESTATE & INSURANCE, INC.
215 THIRD STREET, S.W. -- P. O. DRAWER K
ALBUQUERQUE, NEW MEXICO 87103
(505) 247-0444
Lease
This Indenture, made this 14th day of May, 2008 by and between
Teague
Properties, LLC , hereinafter, whether singular or plural,
masculine, feminine,
or neuter, designated as "Landlord," which expression shall include
Landlord's
heirs, executors, administrators, assigns, and successors in
interest, and
Profile Technologies, Inc., a Delaware Corporation, hereinafter,
whether
singular or plural, masculine, feminine, or neuter, designated as
"Tenant,"
which expression shall include all Tenants, jointly and severally,
and shall
include Tenant's heirs, executors, administrators, assign, and
successors in
interest, WITNESSETH:
1. DEMISE OF
PREMISES. Landlord, for and in consideration of the covenants
and
agreements herein contained to be kept and performed by Tenant,
Tenant's
heirs, executors, administrators, assigns, and successors in
interest, and
upon
the terms and conditions herein contained, does hereby let, lease,
and
demise to Tenant the following-described premises situate in
Albuquerque,
in
the County of Bernalillo, State of New Mexico, to-wit:
Approximately 918
square feet of office space, 2,576 square feet of warehouse space,
and
7,500 square feet of yard space, located at 504 El Paraiso NE,
Suite B,
Albuquerque, NM, 87113. Landlord reserves the right to change the
location
on
the property of the yard space.
2. TERM OF
LEASE. The term of this Lease shall be for a period of twelve
and
one-half months (12 1/2 months) commencing on the 16th day of May,
2008,
and
ending on the 30th day of May, 2009.
3. RENT. Tenant,
for and in consideration of this Lease and the demise of the
said
premises by Landlord to Tenant, hereby agrees and covenants
with
Landlord to pay as rent and deposit for the said premises, without
notice
or
demand, the sum of Thirty-one thousand two hundred fifty and
00/100
($31,250.00) Dollars in the following manner, to-wit: Upon
execution of
this
Lease Tenant will pay $5,750.00 ; $2,000.00 representing lease
deposit
to
be held by Landlord during the term of this Lease to guarantee
performance of all covenants and conditions; said deposit will be
refunded
in
whole or in part depending on the condition of the premises and at
the
end
of the term or any extensions hereto and upon Tenants full
performance
of
all covenants and conditions contained herein; and the balance
of
$3,750.00 representing advance payment of May, 2008 rent and last
month's
rent.
Commencing June 1, 2008 and on the first day of each succeeding
month up to
and
including April, 2008 Tenant will pay $2,500.00 as advance
monthly
rent.
NNN
Charges: This is a triple net lease. Tenant's share of NNN costs
is
43.7%. For the first twelve and one-half months of this Lease,
Tenant shall
pay
$350.00 per month as its pro-rata share on NNN expenses. Landlord
will
provide Tenant with an annual report of actual expenses, at which
time a
reconciled invoice will be presented to Tenant.
Late
fee: A late fee of 10% per month will be charged for any unpaid
rent
past
10 days from due date.
All
of the rent shall be paid by Tenant to Landlord or Landlord's order
in
lawful money of the United States at Teague Properties, LLC, 504 El
Paraiso
NE,
Suite A, Albuquerque, 87113, or at such other place as Landlord
may
designate from time to time for this purpose.
4. USE OF
PREMISES. Tenant, for and in consideration of this lease and
the
demise of the said premises by Landlord to Tenant, hereby agrees
and
covenants with Landlord to use and occupy the said premises for the
purpose
of
office, warehouse and pipe testing and related activities and for
no
other purpose without first obtaining the written consent of
Landlord
therefore; to conform and comply with all applicable municipal,
state, and
federal ordinances, laws, rules, and regulations in using the
said
premises; and not to use or suffer to be used the said premises in
any
manner in contravention of any applicable municipal, state, or
federal
ordinances, laws, rule, or regulation, or so as to create any
nuisance, or
so
as to tend to increase the existing rate of fire insurance for the
said
demised premises.
5. CONDITION OF
PREMISES AND REPAIRS. Tenant, for and in consideration of the
Lease and the demise of the said premises, hereby agrees and
covenants with
Landlord that Tenant has examined the said premises prior to the
execution
hereof, knows the condition thereof, and acknowledges that Tenant
has
<PAGE>
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 Landlord, and, at the expiration of the
term of
this
Lease, or any renewal or extension thereof, Tenant will yield
up
peaceably the said premises to Landlord in as good order and
condition as
when
the same were entered upon by Tenant, loss by fire or
inevitable
accident, damage by the elements, and reasonable use and wear
excepted;
that
Tenant will keep the said premises in good order and repair during
the
term
of this Lease, or any extension or renewal thereof, at Tenant's
own
expense and will repair and replace promptly any and all damage,
including
damage to glass, that may occur from time to time; that Tenant
hereby
waives any and all right to have such repairs or replacements made
by
Landlord or at Landlord's expense; and that, if Tenant 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,
Landlord may, at Landlord's option, make such repairs and
replacements, and
Tenant hereby agrees and covenants to repay the cost thereof to
Landlord on
demand.
6. LIABILITY OF
LANDLORD. Tenant, for and in consideration of this Lease and
the
demise of the said premises, hereby agrees and covenants with
Landlord
that
Landlord 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 Tenant hereby agrees to indemnify and
save
harm-less Landlord from any and all claims and liability for damage
to
persons or property arising from any cause due to tenant or
tenant's
employees and business invitees intentional or negligent acts,
which shall
occur in any manner in or about the said premises. Further, Tenant
hereby
agrees and covenants with Landlord that Landlord 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
Tenant
hereby agrees and covenants to indemnify and save harmless Landlord
from
any
and all claims and liability for any damage to the said demised
premises, or to any part thereof, or to any personal property or
effects of
theTenant therein or thereon. Furthermore it is agreed that the
Landlord
shall be liable for their own intentional acts and acts of
negligence.
7. ALTERATIONS,
ADDITIONS, AND IMPROVEMENTS. Tenant, for and in consideration
of
the Lease and the demise of the said premises, hereby agrees
and
covenants with Landlord, that Tenant 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
Landlord 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 Tenant's own expense and in
accordance
and
compliance with all applicable municipal, state and federal
ordinances,
laws, rules, and regulations, and that Tenant hereby covenants and
agrees
with
Landlord that in doing and performing such work Tenant shall do
and
perform the same at Tenant'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,
labors,
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 Tenant shall indemnify and
save
harmless Landlord from any and all liability and claims for damages
of
every kind and nature which might be made or judgments rendered
against
Landlord or against said demised premises on account of or arising
out of
such
alterations, additions, or improvements.
8. OWNERSHIP OF
ALTERATIONS, ADDITIONS, AND IMPROVEMENTS. Tenant, for and in
consideration of this Lease and the demise of the said premises,
hereby
agrees and covenants with Landlord that any and all alterations,
additions,
and
improvements, except shelving and moveable furniture, made at
Tenant's
own
expense after having first obtained the written consent of
Landlord
therefore, in accordance with the provisions contained in Paragraph
VII,
hereof, whether attached to the walls, floors, premises, or not,
shall
immediately vest in Landlord and all such alterations, additions,
and
improvements shall remain on the said premises and shall not be
removed by
Tenant at the termination of this Lease. The shelving and/or
moveable
furniture, which Tenant is privileged to remove, must be removed by
Tenant
at
Tenant's expense on or before the termination of the Lease. It is
agreed
that
Tenant's pipe test equipment and materials shall not be considered
as
alterations, additions, or improvements, so long as same are
not
permanently affixed to the premises, but they shall be removed at
Tenant's
expense upon expiration after any extension(s) or termination of
the Lease.
9. ASSIGNMENT
AND SUBLETTING. Tenant, for and in con
