Exhibit
10.40
STANDARD FORM COMMERCE
LEASE
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LESSOR, which
expression shall
include
its heirs, successors, and
assigns where the context so admits, does hereby lease to
NEEDLETECH PRODUCTS, INC. , a Massachusetts corporation with
a regular place of business at 81 West Street, Attleboro, MA
02703
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PREMISES
(fill in and include, if ap-plicable,
suite
number, floor
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LESSEE, which
expression shall include its successors, executors, administrators,
and assigns where the context so admits, and the LESSEE
hereby leases the following described premises;
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number and
square feet
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45 John Williams St., Attleboro,
MA 02703
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11,325 SQUARE
FOOT, SINGLE STORY, CONCRETE BLOCK MANUFACTURING BUILDING WITH
MEZZANINE, FULLY AIR-CONDITIONED ON A 24,000 SQUARE FOOT LOT THE
DEED TO WHICH MAY BE FOUND AT BOOK 138989, PAGE 22 IN THE BRISTOL
COUNTY N.D. REGISTRY OF DEEDS
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together with
the right to use in common, with others entitled thereto, the
hallways, stairways, and elevators, necessary for access to said
leased premises and lavatories nearest thereto.
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The term of
this lease shall be
for FIVE
YEARS Commencing
on APRIL,
2006 and
ending on MAY,
2011
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The LESSEE
shall pay to the LESSOR fixed rent at the rate of $66,000.00 per
year, payable in advance in monthly installments of $5,500.00,
subject to proration in the case of any partial calendar
month. All rent shall be payable without offset or
deduction.
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Upon the
execution of this lease, the LESSEE shall pay to the LESSOR the
amount of DNA dollars, which shall be held as a security for the
LESSEE’s performance as herein provided and refunded to the
LESSEE at the end of this lease, without interest, subject to the
LESSEE’s satisfactory compliance with the conditions
hereof.
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(fill in or
delete)
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(1) LESSEE
agrees that in the event the “Consumer Price Index for Urban
Wage Earners and Clerical Workers, U.S. City Average, All Items
(1982-84=100)” (hereinafter referred to as the “Price
Index”) published by the Bureau of Labor Statistics of the
United States Department of Labor, or any comparable successor or
substitute index designated by the LESSOR, appropriately adjusted,
reflects an increase in the cost of living over and above the cost
of living as reflected by the Price Index for the month of MAY,
2007 (hereinafter called the “Base Price Index”), the
fixed rent shall be adjusted in accordance with sub-paragraph (2)
of this Article.
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The LESSEE
shall pay, as they become due, all bills for electricity and other
utilities (whether they are used for furnishing heat or other
purposes) that are furnished to the leased premises and presently
separately metered, and all bills for fuel furnished to a separate
tank servicing the leased premises exclusively. The
LESSOR agrees to provide all other utility service and to furnish
reasonably hot and cold water and reasonable heat and air
conditioning* (except to the extent that the same are furnished
through separately metered utilities or separate fuel tanks as set
forth above) to the leased premises, the hallways, stairways,
elevators, and lavatories during normal business hours on regular
business days of the heating and air conditioning* seasons of each
year, to furnish elevator service and to light passageways and
stairways during business hours, and to furnish such cleaning
service as is customary in similar buildings in said city or town,
all subject to interruption due* to any accident, to the making of
repairs, alterations, or improvements, to labor difficulties, to
trouble in obtaining fuel, electricity, service, or supplies from
the source from which they are usually obtained for said building,
or to any cause beyond the LESSOR’s control.
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*delete
“air conditioning”
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LESSOR shall
have no obligation to provide utilities or equipment other than the
utilities and equipment with the premises as of the commencement
date of this lease. In the event LESSEE requires
additional utilities or equipment, the installation and maintenance
thereof shall be in LESSEE’s sole obligation, provided that
such installation shall be subject to the written consent of the
LESSOR.
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The LESSEE
shall use the leased premises only for the purpose of MANUFACTURING
NEEDLES AND RELATED PRODUCTS.
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The LESSEE
acknowledges that no trade or occupation shall be conducted in the
leased premises or use made thereof which will be unlawful,
improper, noisy or offensive, or contrary to any law or any
municipal by-law or ordinance in force in the city or town in which
the premises are situated. Without limiting the
generality of the foregoing (a) the LESSEE shall not bring or
permit to be brought or kept in or on the leased premises or
elsewhere on the LESSOR’s property any hazardous, toxic,
inflammable, combustible or explosive fluid, material, chemical or
substance, including without limitation any item defined as
hazardous pursuant to Chapter 21E of the Massachusetts General
Laws; and (b) the LESSEE shall be responsible for compliance with
requirements imposed by the Americans with Disabilities Act
relative to the layout of the leased premises and any work
performed by the LESSEE therein.
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The LESSEE
shall not permit any use of the leased premises which will make
voidable any insurance on the property o which the leased premises
are a part, or on the contents of said property or which shall be
contrary to any law of regulation from time to time established by
the New England Fire Insurance Rating Association, or any similar
body succeeding to its powers. The LESSEE shall on
demand reimburse the LESSOR, and all other tenants, all extra
insurance premiums caused by the LESSEE’s use of the
premises.
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The LESSEE
agrees to maintain the leased premises in good condition, damage by
fire and other casualty only excepted, and whenever necessary, to
replace plate glass and other glass therein, acknowledging that the
leased premise are now in good order and the glass
whole. The LESSEE shall not permit the leased premises
to be overloaded, damaged, stripped, or defaced, nor suffer any
waste. LESSEE shall obtain written consent of LESSOR
before erecting any sign on the premises.
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The LESSOR,
agrees to maintain the structure of the building of which the
leased premises are a part in the
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condition as it
is at the commencement of the term or as it may be put in during
the term of this lease, reasonable wear and tear, damage by fire
and other casualty only excepted, unless such
maintenance is required because of the LESSEE or those of whose
conduct the LESSEE is legally reasonable.
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The LESSEE
shall not make structural alterations or additions to the leased
premises, but may make non-
structural
alterations provided the LESSOR consents thereto in writing, which
consent shall not be unreasonably withheld or
delayed. All such allowed alterations shall be at
LESSEE’s expense and shall be in quality at least equal to
the present construction. LESSEE shall not permit any
mechanics’ liens, or similar liens, to remain upon the
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