<page>
Exhibit 10.6
WAREHOUSE LEASE AGREEMENT
Made this
6th, by and between PREMIER EQUITY, INC., 7020 S.W. 22 Court,
Davie FL 33317, hereinafter "LANDLORD and SENSE HOLDINGS, INC., AND
DORE PERLER
Individually hereinafter "TENANT."
1. DESCRIPTION OF PREMISES: LANDLORD hereby leases to TENANT,
subject to
TENANT'S performance of the promises and covenants herein, those
certain
premises located at: 10871 NORTHWEST 52ND ST STE"2",SUNRISE,FLORIDA
33351.
2. TERM OF LEASE: 1Year commencing on January 1, 2007, and ending
on December
31st 2007. LANDLORD gives TENANT remainder of the month of December
2006 as
free rent for his move-in transition. TENANT is responsible for
3. BASE RENT: Rent shall be as follows: $963.00 per month plus
applicable sales
and use tax of $57.78 per month for a grand total of $1020.78 due
per month.
First Months Rent plus Sales Tax is due upon lease signing. Base
rent is payable
in equal monthly installments, in advance, on the first day of each
calendar
month during the term. All rent shall be paid at the office of the
LANDLORD, or
at such other place designated by LANDLORD, without demand,
deduction or
offset whatsoever. For lease agreements longer than a (1) year
term, Commencing
year (2) and annually, and only within the time frame of this lease
set above in
clause (2) TERM OF LEASE the base rent shall increase 5% per year.
This 5% is
hereby defined and deemed as "additional rent" hereunder. TENANT
shall pay to
LANDLORD the sales tax imposed by F.S. 212.031 (or by any successor
statute)
upon the rent (presently 6%), along with and included in every
monthly payment
of rent, and shall also be responsible for the payment of any and
all personal
property taxes imposed by governmental authorities.
4.LATE PAYMENT PENALTY: TENANT agrees to pay a late charge fee of
10% of the
monthly rent payment for any payment received by LANDLORD after the
3rd day of
the month. This late charge fee is hereby defined and deemed
"additional rent".
If any payment of rent, or "additional rent", is made by check, and
the check is
dishonored for any reason, including but not limited to
insufficient funds or
uncollected funds, TENANT shall reimburse LANDLORD with cash, or
with an
official bank check in the amount of the dishonored check, plus a
dishonored
check fee in the amount of 10%. This 10% dishonored check fee is
hereby defined
and deemed as "additional rent" hereunder.
5. ACCORD AND SATISFACTION: No legend or memo on the front or back
of any check,
and no letter, note or memo accompanying any check, and LANDLORD'S
physical
acceptance (and endorsement and deposit, as the case may be) shall
in any way
constitute an accord and satisfaction between the parties, a waiver
or
forfeiture by LANDLORD, or a novation of this lease, when the
amount tendered by
TENANT is less than the amount actually due under this lease.
6. SECURITY DEPOSIT: LANDLORD acknowledges receipt, subject to
clearance, of
$2041.56 (equal to two months rent) Due upon signing (Bank check
Only) this
lease as security for TENANT'S performance of its obligations
hereunder.
Although LANDLORD is not obligated to apply the deposit towards
rent, or charges
in arrears, or damages for TENANT'S failure to perform or otherwise
breach this
Lease, LANDLORD may do so at its option. LANDLORD'S right to
possession of the
premises for non-payment of rent, or for any other reason, shall
not be affected
in any way by the fact that LANDLORD holds this security deposit.
TENANT agrees
that if it fails to make any payment in accordance with the above
schedule on a
timely basis, any money received by LANDLORD from TENANT shall
first be applied
toward Security Deposit due and the balance shall then be applied
towards rent
due, regardless of any legend or memo on the front or back of any
check, and
regardless of any letter, note or memo accompanying any check.
7. USE: During the term of this Lease, the premises are to be used
solely for
BUSINESS PURPOSES. Any other use of the premises by TENANT is not
permitted
without the written consent of the LANDLORD. NO MECHANICAL WORK
PERMITTED
OUTSIDE. NO OVERNIGHT PARKING.
8. CARE OF PREMISES: There is to be no smoking inside of the
building, if for
any reason TENANTS smoking or TENANTS guests, invitees, employees,
etc., smoking
were to damage paint or cause any odor, it is the TENANTS
responsibility to
correct to its original state. TENANT accepts the premises in a
good and
sanitary state of repair and shall fully maintain same in a good,
clean, and
safe manner. TENANT shall not commit or allow to be committed any
waste on or
near the premises, create or allow any nuisance to exist on or near
the
premises, or use or allow the premises to be used for any unlawful
purpose.
TENANT shall comply, at TENANT'S expense, with all governmental
laws, statutes,
ordinances, or requirements now or which may hereafter be in force.
SECONDARY
CONTAINMENT REQUIRED FOR ALL LIQUIDS STORED 6 GALLONS OR MORE.
Further, TENANT shall be responsible for all maintenance of the
premises
(doors, wall openings, windows, air conditioning, electrical,
(which also
includes replacement of light-bulbs, tube lighting, and emergency
back-up lights
etc.,) plumbing, and mechanical and TENANT shall be responsible for
any cost or
repair or replacement. Air conditioning filters are to be changed
on a monthly
basis. Failure to change filters on a monthly basis will cause dust
and debris
buildup and any resulting damages will be the TENANT'S
responsibility. TENANT
acknowledges receipt of the articles enumerated on the attached
contents list to
the lease and the covenants and agrees to assume full
responsibility for same
and to replace all missing or damaged articles. TENANT will not
change any paint
colors inside the unit. Any alterations must be approved in writing
by LANDLORD
and reversed to the original colors before lease expiration. TENANT
is
responsible for any glass in windows or door damage. TENANT shall
also be
responsible for any costs associated with environmental regulation,
maintenance,
or clean-ups arising out of TENANT'S use of the premises. It is
further
understood and agreed that any charges against TENANT by LANDLORD
for services,
labor, material, or work done on the premises at the request of
TENANT or
otherwise accruing hereunder, shall be deemed and defined as
"rent".
9. ACCEPTANCE AND SURRENDER: TENANT accepts the premises upon
possession as
being in a good state of repair and in sanitary condition. TENANT
shall
surrender the premises to LANDLORD at the end of the Lease term in
the same
condition as when TENANT took possession. TENANT shall remove all
business signs
or symbols placed on the premises by TENANT before redelivery of
the premises to
LANDLORD, and restore the portion of the premises on which they
were placed to
the same condition as before their placement. TENANT shall also
surrender all
keys for the premises to the LANDLORD at the place TENANT is
required to pay
rent, inform LANDLORD of all combinations on locks, safes, and
vaults, if any,
in the premises and surrender to the LANDLORD the premises,
including, without
limitation, all building apparatus and equipment then upon the
premises, and all
alterations, improvements, and other additions which may be made or
installed by
either party to, in, upon, or about the premises which shall be the
property of
the LANDLORD. The failure to comply with any portion of this
provision by TENANT
is acknowledged to be an improper surrender and material breach of
this Lease.
10. PARTIAL DESTRUCTION OF THE PREMISES: Partial destruction of the
premises
shall not render this lease void or void-able, or terminate it,
except as herein
provided. If the premises are partially destroyed during the term
hereof,
LANDLORD shall repair them when such repairs can be made in
conformity with
local, state, and federal laws and regulations. If the building in
which the
premises are located is more than one-quarter destroyed, LANDLORD
may, at its
option, terminate the Lease, whether the premises are damaged or
not. In any
event, TENANT shall have no claim against the LANDLORD or any
condemning
authority, for the value of the unexpired term of this Lease.
11. EMINENT DOMAIN: Eminent domain proceedings resulting in the
condemnation of
a part of the premises leased herein will not terminate this Lease,
unless
LANDLORD, at its option, terminates by giving written notice of
termination to
TENANT. Should such option not be exercised, the effect of such
condemnation
will be to terminate the Lease as to the portion of the premises
condemned, and
the Lease continues in effect as to the remainder of the premises.
The TENANT'S
rental shall be prorated based upon the remaining square footage.
All
compensation awarded in the eminent domain proceedings as a result
of such
condemnation shall be the LANDLORD'S. Although TENANT shall not be
precluded
from filing a Business Damage Action on its own, TENANT shall have
no claim
against LANDLORD or the condemning authority for the value of the
unexpired term
of this lease.
12. PERSONAL PROPERTY: All personal property placed or moved
into
the premises shall be at the risk of TENANT or owner thereof, and
LANDLORD shall
not be liable to TENANT or owner for any damages to said personal
property
arising from the bursting or leaking of water pipes, roof leaks, or
from any act
or negligence of any other TENANT, invitee, occupant of the
building or any
other person whatsoever. LANDLORD shall not be liable for damages
to TENANT'S
furniture or equipment resulting from theft, fire, flood, or any
other
occurrence whatsoever.
13. EXCUSE OF OWNER'S PERFORMANCE: Anything in this agreement to
the contrary
notwithstanding, providing such cause is not due to the willful act
or neglect
of LANDLORD. LANDLORD shall not be deemed in default with respect
to the
performance of any of the terms, covenants, and conditions of this
Lease if
same shall be due to any strike, lockout, civil commotion, warlike
operation,
invasion, rebellion, hostilities, military or usurped power,
sabotage,
governmental regulations or controls, inability to obtain any
material, service,
or financing, through an Act of God or other cause beyond the
control of the
LANDLORD. LANDLORD shall not be liable for any damage or injury
resulting from
the carelessness, negligence, or improper conduct on the part of
any other
TENANT, agent, employee, invitee, occupant, or any other person
whatsoever.
14. LANDLORD'S RIGHT OF ENTRY: LANDLORD may enter the premises at
any reasonable
time, for the purpose of inspection, or the making of repairs,
replacements, or
additions in, to, on, or about the premises or the building as
LANDLORD deems
necessary or desirable. TENANT shall have no claim or cause of
action against
LANDLORD by reason of such entry.
15. INSURANCE:
(a) TENANT will not
commit any act which results in the cancellation of any
policy of insurance affording coverage to the premises or building,
or which
renders the insurance risk more hazardous.
(b) TENANT shall
maintain, at its expense, at all times during the term
hereof, a comprehensive premises operations and broad-form general
public
liability policy, insuring against loss and liability in connection
with bodily
injury, death, and property damage in and upon the premises and
common areas
used by TENANT, and arising out of the use of same by TENANT and
its employees
and invitees, with limits of not less than Five Hundred Thousand
Dollars
($500,000.00). It is agreed and understood that the policy required
hereby shall
apply as the primary source of recovery, without regard to legal
liability for
loss. The policy shall name LANDLORD as an additional insured. A
duplicate of
said policy shall be promptly delivered to LANDLORD, and not less
than 20 days
prior to the expiration of said policy, TENANT shall deliver to
LANDLORD a paid
receipt for the renewal premium. If TENANT fails to perform its
obligations
hereunder, LANDLORD may (but shall not be obligated to) perform
same, and the
cost shall be "additional rent" immediately due and payable.
(c) LANDLORD shall
maintain fire/hazard insurance coverage upon the building.
16. ASSIGNMENT AND SUBLETTING: TENANT shall not assign, convey,
transfer,
mortgage, pledge, or encumber this Lease, in whole or in part, or
sublet the
premises or any part of the premises, without first obtaining the
express prior
written consent of LANDLORD, which consent may not be unreasonably
withheld. In
the event LANDLORD consents to TENANT'S assignment of this Lease or
subletting
of the premises, TENANT shall remain fully liable and shall not be
released from
the performance of any of the terms, conditions, and covenants
hereof.
17.DEFAULT: Upon the happening of one or more of the events as
expressed below
in (a) to (i), inclusive, LANDLORD shall have, at its option, any
and all rights
and remedies hereinafter set forth in Paragraph 18 ("Remedies for
Default"):
(a) In the event
TENANT should fail to timely pay any rent, including
"additional rent", or any other sums required to be paid hereunder,
as and when
the same become due;
(b) In the event
TENANT makes an assignment for the benefit of
creditors, files for voluntary bankruptcy, has a petition for
bankruptcy filed
against it, is adjudicated bankrupt, or has a receiver appointed to
take
possession of TENANT'S assets;
(c) In the event
TENANT removes, attempts to remove, or permits the removal
from the premises, except in the usual course of trade, the goods,
equipment,
or other property of TENANT brought thereon;
(d) In the event
TENANT, before the expiration of the term hereof, and
without LANDLORD'S
written consent, vacates or abandons the premises, or uses
same for purposes other than the purposes permitted hereunder, or
ceases to use
the premises for the purposes permitted hereunder;
(e) In the event
an execution or other legal process is levied upon all
the goods, furniture, effects, or other property of TENANT brought
on the
premises, or upon the interest of TENANT in this lease;
(f) In the event
TENANT fails to keep, observe, or perform any of the
material terms, conditions, or covenants on the part of TENANT
herein
to be kept, observed, and performed; or
(g) In the event
TENANT is in default with respect to any other leases
between it and the LANDLORD;
(h) In the
event, other than by gift or inheritance, this Lease or any
interest therein shall by operation of law devolve upon or pass to any
person
or persons other than the TENANT.
(i) In the event
TENANT fails to take possession of and move into the
premises and open for business within fifteen (15) days after
LANDLORD provides
notice to TENANT that the premises are ready for occupancy.
18. REMEDIES FOR
DEFAULT:
(a) In the event of
any default or breach, LANDLORD, in addition to any
other rights and remedies it may have, shall have the immediate
right to
re-enter the premises, by summary proceedings, to dispossess TENANT
and all
other occupants there-from and remove and dispose of all property
therein in the
manner provided by law, without LANDLORD being deemed guilty of or
liable for
same. LANDLORD shall also have the right, at its option and after
notice, to
immediately terminate this Lease, and to thereupon re-enter and
take possession
of said premises. In the event of any default or breach, LANDLORD
shall also
have the right, upon court order and at its option, from time to
time, without
terminating this Lease, to re-enter and re-let the premises, or any
part
thereof, as the agent and for the account of TENANT upon such terms
and
conditions as LANDLORD may deem advisable or satisfactory, in which
event the
rents received on such re-letting shall be applied first to the
expenses of such
re-letting and collection (including but not limited to necessary
renovation and
alterations of the premises, care of demised premises while vacant,
reasonable
attorney's fees, costs, out-of-pocket expenses, and any real estate
commissions
paid), and thereafter toward payment of all sums due or to become
due LANDLORD
hereunder; and if a sufficient sum shall not be thus realized or
secured to pay
such sums and other charges, (i)