OFFICE/WAREHOUSE LEASE

 

                                                                   EXHIBIT 10.14

 

                             OFFICE/WAREHOUSE LEASE

 

 

THIS INDENTURE of lease, made this _______ day of ______________, 2004, by and

between Big Pine, LLC, a Minnesota limited liability company, hereinafter

referred to as "Landlord," and Possis Medical, Inc., a Minnesota corporation,

hereinafter referred to as "Tenant."

 

DEFINITIONS:

 

"Property" - That certain real property located in the City of Coon Rapids,

County of Anoka, and State of Minnesota, legally described as Lot 5, Block 2,

Evergreen Business Park East, including all buildings and site improvements

located thereon.

 

"Building" - That certain office/warehouse building containing approximately

50,801 square feet located upon the Property.

 

"Demised Premises" - That certain portion of the Building known as 9144

Springbrook Drive, consisting of approximately 7,430 total square feet (square

footage of office space and of warehouse space to be as stated in paragraph

43.a) as measured from the outside walls of the Demised Premises to the center

of the partition wall(s), as shown on the floor plan attached hereto as Exhibit

"A" and made a part hereof. The Demised Premises include a non-exclusive

easement for access to common areas, as hereinafter defined, and all licenses

and easements appurtenant to the Demised Premises.

 

"Common Areas" - The entire area as designated on Exhibit "A" for non-exclusive

use by Tenant and other tenants in the Building, including but not limited to

corridors, lavatories, driveways, truck docks, parking lots and landscaped

areas. Subject to reasonable rules and regulations promulgated by Landlord, the

common areas are hereby made available to Tenant and its employees, agents,

customers, and invitees for reasonable use in common with other tenants, their

employees, agents, customers and invitees.

 

WITNESSETH:

 

TERM:

 

1. For and in consideration of the rents, additional rents, terms, provisions

and covenants herein contained, Landlord hereby lets, leases and demises to

Tenant the Demised Premises for a term (the "Lease Term") of fifty-six (56)

months (plus the period, if any, of Tenant's pre-September 1, 2004 occupancy for

construction access) commencing on the later of the 1st day of September, 2004

or the date Landlord delivers possession of the Demised Premises in the

condition specified in paragraph 9 hereof (sometimes called "the Commencement

Date") and expiring the 30th day of April, 2009 (sometimes called "Expiration

Date), unless sooner terminated as hereinafter provided.

 

BASE RENT:

 

2. Landlord reserves, and Tenant shall pay Landlord, a total rental of [TO BE

CALCULATED] dollars ($_________) payable in monthly installments, in advance, in

the amounts specified on Exhibit "B" attached hereto and made a part hereof,

commencing on the Commencement Date and continuing on the first day of each and

every month thereafter for the next succeeding months during the balance of the

Lease Term (sometimes called "Base Rent"). In the event the Commencement Date

falls on a date other than the first of a month the rental for that month shall

be prorated and adjusted accordingly.

 

 

 

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ADDITIONAL RENT:

 

3. Tenant shall pay to Landlord throughout the term of this Lease the following

("Additional Rent"):

         a. Tenant shall pay a sum equal to 14.6257% ("Tenant's proportionate

share") of the Real Estate taxes. The term "Real Estate Taxes" shall mean all

real estate taxes, all assessments and any taxes in lieu thereof which may be

levied upon or assessed against the Property. Tenant, in addition to all other

payments to Landlord by Tenant required hereunder, shall pay to Landlord, in

each year during the term of this Lease and any extension or renewal thereof,

Tenant's proportionate share of such real estate taxes and assessments paid in

the first instance by Landlord.

         Any tax year commencing during any Lease year shall be deemed to

correspond to such Lease year. In the event the taxing authorities include in

such real estate taxes and assessments the value of any improvements made by

Tenant, or of machinery, equipment, fixtures, inventory or other personal

property or assets of Tenant, then Tenant shall pay all the taxes attributable

to such items in addition to its proportionate share of said aforementioned real

estate taxes and assessments. A photocopy of the tax statement submitted by

Landlord to Tenant shall be sufficient evidence of the amount of taxes and

assessments assessed or levied against the Property of which the Demised

Premises are a part, as well as the items taxed.

         b. Tenant shall pay a sum equal to 14.6257% of the annual aggregate

operating expenses incurred by Landlord in the operation, maintenance and repair

of the Property ("Operating Expenses"). The term "Operating Expenses" shall

include but not be limited to costs of maintenance, repair, and care of all

lighting, HVAC, plumbing and electrical fixtures, equipment and systems, roofs,

parking and landscaped areas, signs, snow removal, non-structural repair and

maintenance of the exterior of the Building, insurance premiums, management fees

not to exceed five percent (5.0%) of the gross revenue of the Building, costs of

equipment purchased and used for such purposes, wages and fringe benefits of

required personnel employed for such work, and the cost or portion thereof

properly allocable to the Property (amortized over the respective useful lives,

determined in accord with generally accepted accounting principles, of the items

in question, together with interest at the rate of 8% per annum on the

unamortized balance) of any capital improvements made to the Building by

Landlord after the date of execution hereof which (i) result in a reduction of

Operating Expenses, or (ii) are required under any governmental law or

regulation that was not applicable to the Building at the time it was

constructed.

         c. "Operating Expenses" shall not include the cost to replace any

structural portions of the Building, parking area, or Building systems

including, but not limited to, HVAC, electrical, plumbing, exterior lighting,

and life safety systems, except to the extent (if any) specifically stated in

paragraph 3.b.

         The payment of the sums set forth in this paragraph 3 shall be in

addition to the Base Rent payable pursuant to paragraph 2 of this Lease. All

sums due hereunder shall be payable by Tenant within thirty (30) days of

delivery of Landlord's written certification stating the computation of the

amount due. In the event the Lease Term begins or ends other than at the

beginning or end of the calendar year, Tenant shall be responsible for its

pro-rata share of Additional Rent during the Lease Term.

         Prior to the Commencement Date, and prior to the commencement of each

calendar year thereafter commencing during the term of this Lease or any renewal

or extension thereof, Landlord may estimate for each calendar year (i) the total

amount of Real Estate Taxes; (ii) the total amount of Operating Expenses; (iii)

Tenant's share of Real Estate Taxes for such calendar year; and (iv) Tenant's

share of Operating Expenses for such calendar year. Said estimates will be in

writing and delivered or mailed to Tenant at the Demised Premises.

         The amount of Tenant's share of Real Estate Taxes and Operating

Expenses for each calendar year, so estimated, shall be payable as Additional

Rent in equal monthly installments, in advance, on the first day of each month

during such calendar year at the option of Landlord. In the event that such

estimate is delivered to Tenant before the first day of January of such calendar

year, said amount, so estimated, shall be payable as additional rent in equal

monthly installments in advance on the first day of each month during such

calendar year. In the event that such estimate is delivered to Tenant after the

first day of January of such calendar year, said amount, so estimated, shall be

payable as additional rent in equal monthly installments in advance on the first

day of each month over the balance of such calendar year, with the number of

installments being equal to the number of full calendar months remaining in such

calendar year.

         Upon completion of each calendar year during the Lease Term or any

renewal or extension thereof, Landlord shall cause its accountants to determine

the actual amount of the Real Estate Taxes and Operating Expenses payable in

such calendar year and Tenant's share thereof and deliver a written

certification of the amounts thereof to Tenant. If Tenant has underpaid its

share of Real Estate Taxes or Operating Expenses for such calendar year, Tenant

shall pay the balance of its share of same within thirty (30) days after the

receipt of such statement. If Tenant has overpaid its share of Real Estate Taxes

or Operating Expenses for such calendar year, Landlord shall either (i) refund

such excess, or (ii) credit such excess against the most current monthly

installment or installments due Landlord for its estimate of Tenant's share of

Real Estate Taxes and Operating Expenses for the next following calendar year. A

pro-rata adjustment shall be made for a fractional calendar year occurring

during the Lease Term or any renewal or extension thereof based upon the number

of days of the term of the Lease during said calendar year as compared to the

number of days in the entire year, and all additional sums payable by Tenant or

credits due Tenant as a result of the provisions of this paragraph 3 shall be

adjusted accordingly.

         Upon request, Landlord shall provide Tenant copies of the relevant

invoices and other documentation supporting Landlord's written certification

pursuant to this paragraph 3 of amounts due as Additional Rent. On reasonable

notice at any time during the Lease Term, Tenant shall have the right to audit,

with a firm selected by Tenant and at Tenant's expense, all relevant records and

accounts relating to Operating Expenses, Real Estate Taxes, and any other cost

items payable by Tenant as Additional Rent.

 

COVENANT TO PAY RENT:

 

4. The covenants of Tenant to pay the Base Rent and the Additional Rent are each

independent of any other covenant, condition, provision or agreement contained

in this Lease. All rents are payable to Landlord at 620 - 12th Ave. South,

Hopkins, MN 55343, or such other address as Landlord specifies in writing from

time to time.

 

UTILITIES:

 

5. Landlord shall provide mains, conduits and meters to supply and record water,

gas, electricity and sanitary sewage service to the Property. Tenant shall pay,

when due, all charges for sewer usage or rental, garbage disposal, refuse

removal, water, electricity, gas, fuel oil, L.P. gas, telephone and/or other

utility services or energy sources furnished to the Demised Premises during the

Lease Term or any renewal or extension thereof. If Landlord elects to furnish

any of the foregoing utility services or other services, charges for services

furnished or caused to be furnished by Landlord shall not exceed the rate Tenant

would be required to pay to a utility company or service company furnishing any

of the foregoing utilities or services. The charges therefor shall be deemed

additional rent in accordance with paragraph 3.

         If delivery of water, gas, electricity, telecommunications and/or

sanitary sewage service to the Demised Premises is interrupted for more than

three (3) consecutive business days, and if by reason of such interruption the

Demised Premises are not reasonably suitable (in the reasonable opinion of

Tenant ) for Tenant's business, then Base Rent and Additional Rent shall abate

until service is restored, in addition to any other remedies available to

Tenant. The abatement of rent provided for in the preceding sentence does not

apply to utility interruptions resulting from: (i) a third-party utility

company's not providing service, unless attributable to conduct of Landlord;

(ii) acts or omissions of Tenant, its agents, employees, invitees and visitors;

or (iii) any condition of the Demised Premises which this Lease obligates Tenant

to repair or restore.

 

 

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CARE AND REPAIR OF DEMISED PREMISES:

 

6. Tenant shall, at all times throughout the Lease Term, including any renewals

and extensions, and at its sole expense, keep and maintain the Demised Premises

in a clean, safe, sanitary and first class condition and in compliance with all

applicable laws, codes, ordinances, rules and regulations. Tenant's obligations

hereunder shall include but not be limited to the maintenance and repair, as

necessary, of heating, ventilation and air conditioning fixtures, equipment, and

systems, all lighting and plumbing fixtures and equipment, motors and machinery,

all interior walls, partitions, doors and windows, including the regular

painting thereof, all exterior entrances, windows, doors and docks and the

replacement of all broken glass, whether the need for such repairs occurs as a

result of Tenant's use, any prior use, the elements, age of the affected portion

of the Demised Premises, or other cause. Tenant shall attend to housekeeping of

sidewalks and grounds immediately adjoining exterior entrances to the Demised

Premises, on a regular and consistent basis, as necessary to keep such areas

free of food wrappers, discarded smoking materials, and other refuse. As used

herein, the term "repairs" shall include restorations or renewals when necessary

to keep the Demised Premises in good order, condition and state of repair, and

all such repairs made by Tenant shall be equal in quality and class to the

original work. Tenant, in keeping and maintaining the Demised Premises in the

condition required by this Lease, shall exercise and perform good maintenance

practices. Tenant's pre-September 1, 2004 access (if any) for construction

purposes will include opportunities for physical inspection of the Demised

Premises to the extent desired by Tenant. Unless Tenant notifies Landlord

otherwise in writing within 30 days after the Commencement Date, the Demised

Premises will be deemed to have been, as of the Commencement Date, in the

condition in which this Lease requires Tenant to keep and maintain them, latent

defects excepted.

         If Tenant fails, refuses or neglects to maintain or repair the Demised

Premises as required in this Lease after written notice to do so (but such

notice is not required under bona fide emergency circumstances), Landlord may

make such repairs without liability to Tenant for any loss or damage that may

accrue to Tenant's merchandise, fixtures or other property or to Tenant's

business by reason thereof, provided that such work is completed in a

commercially reasonable manner; and upon completion thereof, Tenant shall pay to

Landlord all costs, plus five percent (5%) for overhead, incurred by Landlord in

making such repairs, immediately upon presentation to Tenant of a billing

therefor.

         Landlord shall repair, at its expense except to the extent (if any)

specifically stated in paragraph 3.b, the structural portions of the Building,

parking areas, and Building systems including, but not limited to, HVAC,

electrical, plumbing, exterior lighting, and life safety systems; provided,

however, that where structural, parking area or Building systems repairs are

required as a result of Tenant's conduct, the cost thereof shall be borne by

Tenant and payable by Tenant to Landlord on demand. Landlord's obligation to

repair certain items at its expense does not extend to any alterations,

additions or improvements to the Demised Premises made by or for Tenant.

         Landlord shall be responsible for all outside maintenance of the

Property, including grounds, parking areas, and Common Areas; and Landlord shall

keep and maintain the sidewalks and other outdoor areas adjoining the Building

in a clean and orderly condition, free of accumulation of dirt, rubbish, snow

and ice. The cost thereof shall be included in Operating Expenses. All

maintenance which is the responsibility of Landlord shall be provided as

reasonably necessary to the comfortable use and occupancy of the Demised

Premises during business hours, except Saturdays, Sundays and holidays, upon the

condition that Landlord shall not be liable for damages for failure to do so due

to causes beyond its control.

         Landlord warrants that on the Commencement Date, to the best of

Landlord's then knowledge, and excepting any items which Landlord has

specifically called to Tenant's attention in writing: (i) the structural

portions of the Building and Building mechanical systems will be free from

material defects and in proper working order, and (ii) no condition of the

Demised Premises will exist which is in noncompliance with or violation of

applicable laws and codes, including but not limited to the ADA.

         Prior to May 1, 2005, Tenant's responsibility for repairs shall in any

event be limited to $10,000 plus the cost of repairs, if any, resulting from

conduct of Tenant, its agents, employees, invitees and visitors.

 

SIGNS:

 

7. Any sign, lettering, picture, notice or advertisement installed on or in any

part of the Property and visible from the exterior of the Building, or visible

from the exterior of the Demised Premises, shall be approved and installed by

Landlord at Tenant's expense. In the event of a violation of this paragraph by

Tenant, Landlord may remove the unauthorized signage without any liability and

may charge the expense incurred in such removal to Tenant.

 

ALTERATIONS, INSTALLATION, FIXTURES:

 

8. a. Tenant shall not make any alterations, additions, or improvements in or to

the Demised Premises or add, disturb or in any way change any plumbing, wiring

or ductwork therein without the prior written consent of Landlord, which consent

will not be unreasonably withheld. (However, Landlord's prior consent is not

required for alterations, additions or improvements not exceeding $10,000 per

project which do not involve addition, deletion or relocation of walls, do not

affect Building electrical or mechanical systems, and are otherwise in

compliance with this Lease.) In the event alterations are required by any

governmental agency by reason of Tenant's use and occupancy of the Demised

Premises, Tenant shall make such alterations at its own cost and expense after

first obtaining any required governmental permits and informing Landlord of

plans and specifications therefor and furnishing such indemnification as

Landlord may reasonably require against liens, costs, damages and expenses

arising out of such alterations. Alterations or additions by Tenant must be

built in compliance with all laws, ordinances and governmental regulations

affecting the Property, and Tenant shall warrant to Landlord that all such

alterations, additions, or improvements shall be in strict compliance with all

relevant laws, ordinances, governmental regulations, and insurance requirements.

Construction of such alterations or additions shall commence only upon Tenant

obtaining and exhibiting to Landlord the requisite approvals, licenses and

permits and indemnification against liens. All alterations, installations,

physical additions or improvements to the Demised Premises made by Tenant shall

at once become the property of Landlord and shall, unless otherwise required by

this Lease, be surrendered to Landlord at the end of the Lease Term or upon any

earlier termination of this Lease; provided, however, that Tenant's trade

fixtures, personal property and equipment and signs shall be removed by Tenant

as required under paragraph 25 (if applicable) and 29. Tenant shall be

responsible for all costs related to improvements or modifications to the

Demised Premises required or necessary to comply with the Americans with

Disabilities Act of 1990 (ADA), or similar statutes or law. Landlord is not

under any circumstances obligated to consent to installation of underground

tanks for any purpose.

         b. Tenant is not required to remove under paragraph 29, at the time of

surrendering the Demised Premises, its leasehold improvements installed at the

time of Tenant's initial occupancy, except that Landlord may at the time of

approving such leasehold improvements notify Tenant that the removal of

particular items will be required under paragraph 29 because the items in

question (i) will potentially cause unusually large costs of remodeling the

Demised Premises for a successor tenant or (ii) substantially exceed the

allowance stated in 43.a. Alterations, additions or improvements that Tenant

installs subsequent to initial occupancy, and to which Landlord consented under

paragraph 8.a, must be removed by Tenant under paragraph 29 only if Landlord so

notifies Tenant at the time of giving such consent.

 

POSSESSION:

 

9. a. Except as hereinafter provided Landlord shall deliver possession of the

Demised Premises to Tenant in the condition required by this Lease on or before

the Commencement Date, but delivery of possession prior to or later than the

Commencement Date shall not affect the Expiration Date of this Lease. The

rentals herein reserved shall commence on the Commencement Date, except as

otherwise stated in this Lease. Any occupancy by Tenant prior to the

Commencement Date shall in all respects, except the obligation to pay Base Rent

and Additional Rent under paragraphs 2 and 3, be the same as that of a Tenant

under this Lease. Landlord shall have no responsibility or liability for loss or

damage to fixtures, facilities or equipment installed or left on the Demised

Premises.

         b. Tenant has inspected the Demised Premises before executing this

Lease. Landlord will deliver possession of the Demised Premises to Tenant with

the existing lessee's freezer(s) removed and with the floor under said

freezer(s) in good condition and state of repair with substantially similar

load-bearing characteristics as the remainder of the Demised Premises floor.

Except as stated in the preceding sentence, Landlord will deliver possession of

the Demised Premises to Tenant in "as is" condition. Landlord will provide

Tenant access to the Demised Premises as soon as reasonably possible following

the existing lessee's move-out. Tenant's obligation to pay Base Rent and

Additional Rent will not begin until the Commencement Date.

 

 

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SECURITY AND DAMAGE DEPOSIT:

 

10. Tenant, contemporaneously with execution of this Lease, has deposited with

Landlord the sum of three thousand four hundred eighty-seven and 33/100 Dollars

($3,487.33), receipt of which is acknowledged by Landlord, which deposit is to

be held by Landlord without liability for interest as a security and damage

deposit for the faithful performance of Tenant's obligations during the Lease

Term or any extension or renewal thereof. Prior to the time when Tenant shall be

entitled to the return of this security deposit, Landlord may commingle such

deposit with Landlord's own funds. In the event of any default by Tenant in the

timely performance of any of the terms, covenants and conditions of this Lease,

then whether or not Landlord has terminated or thereafter terminates this Lease,

Landlord at its option may apply such portion of said deposit as may be

necessary to compensate or repay Landlord for all losses or damages sustained or

to be sustained by Landlord on account of such breach by Tenant, including but

not limited to base and additional rent, any other sums payable by Tenant to

Landlord under the provisions of this Lease, damages or deficiencies incurred by

Landlord in reletting the Demised Premises, and Landlord's reasonable attorney

fees. If the entire deposit or any portion thereof is applied by Landlord in

accordance with the provisions of this paragraph, then Tenant upon Landlord's

written request shall remit forthwith to Landlord a sufficient amount of cash to

restore said security deposit to the original sum deposited, and Tenant's

failure to do so within fifteen (15) days after receipt of such request shall

constitute a breach of this Lease. Said security deposit shall be returned to

Tenant, less any portion thereof applied by Landlord in accordance with the

provisions of this paragraph, at the end of the term of this Lease or any

renewal or extension thereof, or upon the earlier termination of this Lease.

Tenant shall have no right to direct that the deposit be applied to rent owing

for the last month of the Lease Term, nor any other right to anticipate the

return of said deposit by withholding any other amount required to be paid

hereunder.

         In the event Landlord sells the Property or otherwise conveys or

disposes of its interest in this Lease, Landlord will assign said security

deposit or any balance thereof to Landlord's assignee, whereupon Landlord shall

be released from all liability for the return or repayment of such security

deposit and Tenant shall look solely to Landlord's said assignee for the return

and repayment thereof. Tenant may not assign or encumber any rights in said

security deposit without Landlord's prior written consent, and no assignment or

encumbrance by Tenant without such consent shall bind Landlord. In the event of

any rightful and permitted assignment of this Lease by Tenant, said security

deposit shall be deemed held by Landlord as a deposit made by Tenant's permitted

assignee, and Landlord shall have no further liability to Tenant with respect to

said security deposit.

 

USE:

 

11. The Demised Premises shall be used and occupied by Tenant solely for the

purposes of medical products manufacturing, associated warehousing and general

office/R&D uses, and any other lawful purpose to which Landlord consents in

writing (which consent will not be unreasonably withheld), so long as such use

is in compliance with all applicable laws, ordinances and governmental

regulations affecting the Building and Property. The Demised Premises shall not

be used in such manner that, in accordance with any requirement of law or of any

public authority, Landlord shall be obliged on account of the purpose or manner

of said use to make any addition or alteration to or in the Building. The

Demised Premises shall not be used in any manner which will increase the rates

required to be paid for public liability or for fire and extended coverage

insurance covering the Property.

         Tenant shall occupy the Demised Premises, conduct its business and

control its agents, employees, invitees and visitors in such a way as is lawful

and reputable and will not permit or create any nuisance, noise, odor, or

otherwise interfere with, annoy or disturb any other tenant in the Building in

its normal business operations or Landlord in its management of the Building.

Tenant's use of the Demised Premises shall conform to all the Landlord's rules

and regulations relating to the use of the Property, provided that such rules

and regulations do not unreasonably interfere with Tenant's lawful use of the

Demised Premises. Outside storage on the Property of any type of equipment,

property or materials owned or used on the Property by Tenant or its customers

and suppliers shall not be permitted.

         Tenant shall comply with all federal, state and municipal laws,

ordinances, standards and regulations in effect from time to time governing the

operation of Tenant's business including but not limited to federal regulations

on occupational exposure to bloodborne pathogens (29 CFR ss. 1910.1030) and

ionizing radiation (29 CFR ss. 1910.1096); any applicable Standards of Practice

promulgated by the Centers for Disease Control; and all laws, ordinances,

standards and regulations governing the transportation, use, storage and

disposal of infectious or potentially infectious substances and wastes.

         Notwithstanding anything in this Lease to the contrary, Tenant, and not

Landlord, shall be responsible and shall pay for all costs of segregating,

packaging, treating, transporting and disposing of all infectious waste (if any)

generated by Tenant, its employees, agents, invitees and visitors at or from the

Property. All infectious waste shall be identified, segregated, measured, stored

and disposed of by Tenant in a manner that complies with all federal, state and

local laws, ordinances, standards and regulations applicable to infectious

waste. None of the Common Areas may be used by Tenant for the storage or

disposal of infectious waste. As used herein, "infectious waste" means any

infectious waste or pathological waste as defined by Minn. Rules ss. 7035.9110,

subpp. 10, 16, any infectious substance, biological product, diagnostic specimen

or regulated medical waste as defined by 49 CFR ss. 173.134, or any other

substance defined or regulated by any of said applicable laws, ordinances,

standards or regulations as an infectious waste, pathological waste, etiologic

agent, hospital waste, medical waste, regulated waste, sterilized waste, or

mixed waste.

         Tenant will indemnify and defend Landlord against all damages,

penalties, or other charges or costs (including reasonable attorney's fees)

imposed or incurred in connection with any violation or alleged violation of any

such applicable laws, ordinances, standards and regulations whether occasioned

by Tenant, its agents, employees, invitees and visitors or any other persons

using or present upon the Demised Premises; and Tenant will indemnify and defend

Landlord against all liability (including reasonable attorney's fees) for

damages to any person due to communicable diseases caused or allegedly caused by

any act, event, condition, matter or thing occurring, existing, or failing to

occur or exist in connection with Tenant's occupancy of the Demised Premises.

The foregoing indemnities shall survive expiration or termination of this Lease.

 

ACCESS TO DEMISED PREMISES:

 

12. Upon reasonable prior notice, Tenant agrees to permit Landlord and the

authorized representatives of Landlord to enter the Demised Premises at all

times during usual business hours for the purpose of inspecting the same and

making any necessary repairs to the Demised Premises and performing any work

therein that may be necessary to comply with any laws, ordinances, rules,

regulations or requirements of any public authority or of the Board of Fire

Underwriters or any similar body, or that Landlord may deem necessary to prevent

waste or deterioration in connection with the Demised Premises, provided that

Landlord does not unreasonably disturb Tenant's business. Nothing herein shall

imply any duty upon the part of Landlord to do any such work which, under any

provision of this Lease, Tenant may be required to perform; and the performance

thereof by Landlord shall not constitute a waiver of Tenant's default in failing

to perform the same. Landlord may, during the progress of any work in the

Demised Premises, keep and store upon the Demised Premises all necessary

materials, tools and equipment. Landlord shall not in any event be liable for

inconvenience, annoyance, disturbance, loss of business, or other damage to

Tenant by reason of making repairs or the performance of any work in the Demised

Premises, or on account of bringing materials, supplies and equipment into or

through the Demised Premises during the course thereof, and the obligations of

Tenant under this Lease shall not thereby be affected in any manner whatsoever.

         Landlord reserves the right to enter upon the Demised Premises at any

time in the event of an emergency, and at reasonable hours, upon prior notice

and in a reasonable manner, to exhibit the Demised Premises to prospective

purchasers or others; and to exhibit the Demised Premises to prospective tenants

and to display "For Rent" or similar signs on windows or doors in the Demised

Premises during the last 180 days of the Lease Term, all without hindrance or

molestation by Tenant.

 

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EMINENT DOMAIN:

 

13. In the event of any eminent domain or condemnation proceeding or private

sale in lieu thereof in respect to the Property during the term thereof, the

following provisions shall apply:

         a. If the whole of the Property shall be acquired or condemned by

eminent domain for any public or quasi-public use or purpose, then the Lease

Term shall cease and terminate as of the date possession shall be taken in such

proceeding and all rentals shall be paid up to that date.

         b. If any part constituting less than the whole of the Property shall

be acquired or condemned as aforesaid, and in the event that such partial taking

or condemnation shall materially affect the Demised Premises so as to render the

Demised Premises (and/or parking area designated for Tenant's exclusive use)

unsuitable for the business of Tenant, in the reasonable opinion of Tenant or

Landlord, then the Lease Term shall cease and terminate as of the date

possession shall be taken by the condemning authority and rent shall be paid to

the date of such termination.

         In the event of a partial taking or condemnation of the Property which

shall not materially affect the Demised Premises so as to render the Demised

Premises unsuitable for the business of Tenant, this Lease shall continue in

full force and effect but with a proportionate abatement of the Base Rent and

Additional Rent based on the portion, if any, of the Demised Premises taken.

         Landlord reserves the right, at its option, to restore the Building and

Demised Premises to substantially the same condition as they were prior to such

condemnation. In such event, Landlord shall give written notice to Tenant,

within thirty (30) days following the date possession shall be taken by the

condemning authority, of Landlord's intention to restore. Upon Landlord's notice

of election to restore, Landlord shall commence restoration and shall restore

the Building and Demised Premises with reasonable promptness, subject to delays

beyond Landlord's control and delays in the making of condemnation or sale

proceeds adjustments to Landlord; and Tenant shall have no right to terminate

this Lease except as herein provided. Upon completion of such restoration, the

rent shall be adjusted based upon the portion, if any, of the Demised Premises

restored. If Landlord gives notice of i