Exhibit 10.3
SUBLEASE AGREEMENT
BETWEEN
AMERICAN SKANDIA INFORMATION SERVICES AND TECHNOLOGY
CORPORATION, SUBLESSOR
AND
ENHANCED CARE INITIATIVES OF CONNECTICUT, INC., SUBLESSEE
Building Address: 0 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx
SUBLEASE AGREEMENT
0 XXXXXXXXX XXXXX (FORMERLY, 0 XXXXXXXXXX XXXXX)
XXXXXXX, XXXXXXXXXXX
SUBLEASE AGREEMENT ("Sublease") made as of September , 2004, by and between
AMERICAN SKANDIA INFORMATION AND TECHNOLOGY CORPORATION, a Delaware corporation
with offices c/o Prudential Insurance Company of America, Two Gateway Center-
00xx Xxxxx, Xxxxxx, Xxx Xxxxxx 00000 ("Sublessor") and ENHANCED CARE INITIATIVES
OF CONNECTICUT, INC., a Connecticut corporation, having an office at 0 Xxxxxxxxx
Xxxxx, Xxxxxxx, Xxxxxxxxxxx 00000 ("Sublessee").
WITNESSETH:
WHEREAS, pursuant to a lease dated October 30, 2000, between 4 Enterprise
Drive-Xxxxxxx LLC, as Landlord ("Landlord"), and Sublessor, as Tenant ("Prime
Lease"), Landlord leased to Sublessor the entire 4th and 5th Floors, containing
approximately 53,650 rentable square feet ("Premises"), in the building located
at 0 Xxxxxxxxxx Xxxxx (now known as 0 Xxxxxxxxx Xxxxx), Xxxxxxx, Xxxxxxxxxxx
("Building").
WHEREAS, Sublessor desires to sublease to Sublessee and Sublessee desires to
sublease from Sublessor a portion of the Premises on the 4th Floor, containing
approximately 4,167 rentable square feet and shown outlined on the Floor Plan
annexed hereto as EXHIBIT A and made a part hereof ("Subleased Premises"), on
the terms, covenants and conditions hereinafter provided.
NOW, THEREFORE, Sublessor and Sublessee covenant and agree as follows:
1. SUBLEASE
Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases from
Sublessor, the Subleased Premises which the parties acknowledge and agree
contain approximately 4,167 rentable square feet for all purposes under the
Sublease.
2. TERM
The term ("Term") of this Sublease shall be for 5 years and shall
commence 10 days from the date of Landlord's substantial completion of the
Building standard tenant improvement work in the Subleased Premises as evidenced
by the issuance of a Certificate of Occupancy for the Subleased Premises
("Commencement Date") and expire five (5) years thereafter, unless renewed or
sooner terminated pursuant to any provision set forth herein or in the Prime
Lease. Sublessor and Sublessee shall confirm the Commencement and Expiration
Dates of the Term in a written agreement.
Sublessor hereby grants Sublessee access to the Subleased Premises
during the 10-day period prior to the Commencement Date in order to install
Sublessee's telephone equipment, furniture, office equipment and other personal
property in the Subleased Premises. Such early access to the Subleased Premises
shall be upon all the terms and conditions contained in the Prime Lease (as it
pertains to the Sublease) and this Sublease, including Article 11. MUTUAL
INDEMNIFICATION and Article 12. LIABILITY INSURANCE, except that Sublessee shall
not be obligated to pay any Base Rent or additional rent during said period
prior to the Commencement Date.
3. BASE RENT
During the entire Term, Sublessee shall pay Sublessor, as rent for the Subleased
Premises, the following annual sums ("Base Rent"), in equal monthly
installments, in advance on the first day of each month, without setoff or
deduction whatsoever:
PERIOD ANNUAL BASE RENT MONTHLY BASE RENT ANNUAL RATE PER RENTABLE
SQUARE FOOT
11/1/04-2/28/05 $0.00 $0.00 $0.00
3/1/05-2/28/06 $33,684.00 $2,806.00 $8.08
3/1/06-10/31/06 $58,338.00 $4,862.00 $14.00
11/1/06-10/31/07 $62,505.00 $5,209.00 $15.00
11/1/07-10/31/08 $66,672.00 $5,556.00 $16.00
11/1/08-10/31/09 $70,839.00 $5,903.00 $17.00
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4. ADDITIONAL RENT
In addition to the Base Rent under paragraph 3 above, commencing on the
Commencement Date, Sublessee shall pay Sublessor, as additional rent,
(a) "Taxes" under Article II of the Prime Lease, using a
"Sublessee's Pro Rata Share" of 2.80% (i.e. 4,167 rentable
square feet for the Subleased Premises divided by 149,040
rentable square feet contained in the Building).
(b) Operating Expenses under Article II of the Prime Lease, based
upon a "Sublessee's Pro Rata Share" of 2.80% (i.e. 4,167
rentable square feet for the Subleased Premises divided by
149,040 rentable square feet contained in the Building).
(c) Utilities, including electricity for Sublessee's lighting and
office equipment, in accordance with Article IX of the Prime
Lease. The rate currently is $1.25 per square foot and is
subject to the provisions of the master lease.
Notwithstanding anything in the Prime Lease to the contrary, any additional rent
payable by Sublessee hereunder Shall be payable within twenty (20) days after
Sublessee's receipt of an invoice therefor from Sublessor, together with backup
documentation substantiating the calculation of the additional rent due.
5. RENT PAYMENTS
All Base Rent, Additional Rent and other charges payable by Sublessee to
Sublessor shall be forwarded to:
Scribcor Lease Administration LLC,
as Agent for Prudential Insurance
X.X. Xxx 000000
Xxxxxxx, Xxxxxxxx 00000-0000
Tax Identification Number: 00-0000000
All checks shall be made payable to "Scribcor Lease Administration L.L.C., as
agent for Prudential Insurance ".
6. LATE CHARGES
In the event that Sublessee shall fail to pay Base Rent or any additional rent
within five (5) days after its due date, Sublessee shall pay an automatic late
charge to Sublessor of $.05 for each dollar overdue. In addition, in the event
that Sublessee shall fail to pay Base Rent or any additional rent within thirty
(30) days after its due date, then from and after the thirty-first (31st) day
until the date Sublessee finally pays the Base Rent or additional rent,
Sublessee shall pay Sublessor interest at the rate of fifteen (15%) percent per
annum with respect to the delinquent amount. Such late charges shall be deemed
additional rent for all purposes under this Sublease. Notwithstanding the
foregoing, two (2) times each year of the Term, Sublessor shall give Sublessee
notice of late payment of Base Rent and/or additional rent and Sublessee shall
have ten (10) days after receipt of Sublessor's notice before the first two (2)
late charges are imposed for each year.
7. USE
Sublessee shall use and occupy the Subleased Premises for the purposes permitted
under, and in a manner consistent with, the provisions of the Prime Lease.
8. CONDITION OF SUBLEASED PREMISES
Sublessee acknowledges that Sublessee is hiring the Subleased Premises in "as
is" condition. In making and executing this Sublease, Sublessee has not relied
upon or been induced by any statements or representations of any person with
respect to the physical condition of the Subleased Premises. Except for the
fit-up work to be performed by Lessor, detailed on Exhibit C, Sublessee has
relied solely on its own investigations, examinations and inspections
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of the Subleased Premises. Notwithstanding the foregoing, however, Sublessor
represents that it is not aware of any material defect in the Subleased Premises
or the Building.
9. SUBORDINATION
Sublessor and Sublessee confirm and agree that this Sublease is subject and
subordinate to all of the terms, covenants and conditions of the Prime Lease and
to the matters to which the Prime Lease shall be subordinate, each as it
pertains to the Subleased Premises.
10. INCORPORATION OF PRIME LEASE TERMS
The terms, covenants and conditions contained in the Prime Lease are hereby
incorporated herein and shall, as between Sublessor and Sublessee and as they
pertain to the Subleased Premises, constitute the terms, covenants and
conditions of this Sublease, except to the extent otherwise specifically set
forth in this Sublease, except to the extent inconsistent with the terms and
conditions of this Sublease, and except to the extent not applicable to the
Subleased Premises. As between the parties hereto, Sublessor agrees to observe
and perform the terms, covenants and conditions on its part to be observed and
performed hereunder and under the Prime Lease and Sublessee agrees to be bound
by the provisions of the Prime Lease as it pertains to the Subleased Premises
and to keep, observe and perform the terms, covenants and conditions pertaining
to the Subleased Premises on its part to be kept, observed and performed
hereunder as well as those applicable terms, covenants and conditions to be
observed and performed by Sublessor as Tenant under the Prime Lease with respect
to the Subleased Premises. The remedies of the parties, as Sublessor and
Sublessee hereunder, shall be the same as the respective remedies of the
Landlord and the Tenant under the Prime Lease with respect to the Subleased
Premises. Sublessee shall in no case have any rights with respect to the
Subleased Premises greater than Sublessor's rights as Tenant under the Lease,
and Sublessor shall have no liability to Sublessee for any matter or thing for
which Sublessor does not have co-extensive rights as Tenant under the Lease.
The following articles and provisions of the Prime Lease do not apply to, and
shall not be a part of, this Sublease:
ARTICLE PAGE
1.01,1.02,1.03,1.04, 1.05 & 1.07 1-3
Article III 7-8 (with the exception of Section 3.01)
Article IV 8-10
Article XV 24
11. MUTUAL INDEMNIFICATION
Neither Sublessor nor Sublessee shall do or permit to be done any act or thing
in or with respect to the Subleased Premises which will constitute a breach or
violation of any of the terms, covenants or conditions of the Prime Lease which
pertain to the Subleased Premises. Each shall indemnify the other, defend and
hold the other harmless from and against all claims, losses, costs, expenses
(including reasonable attorney's fees), damages and liability, which the other
may pay or incur by reason of (i) any breach or default by Sublessee or
Sublessor under this Sublease, (ii) any work done in or to the Subleased
Premises by Sublessee or Sublessor or its servants, employees or contractors,
(iii) any act, omission, negligence or other fault on the part of Sublessee or
Sublessor or any of their servants, employees, agents, contractors, invitees or
licensees, (iv) any accident, injury or damage whatsoever to any person, firm or
corporation occurring during the Term in the Subleased Premises, and (v) any
holdover by Sublessee in the Subleased Premises beyond the expiration date of
the Sublease.
12. LIABILITY INSURANCE
At all times during the Term, Sublessee shall, at its own cost and expense,
provide and keep in force for the benefit of Landlord, Sublessee and Sublessor,
commercial general liability insurance against claims for bodily injury, death
or property damage occurring in, on or about the Subleased Premises, with limits
as specified in the Prime Lease. The insurance to be provided and kept in force
hereunder by Sublessee shall include Sublessee, as insured, and Sublessor and
Landlord, as additional insureds. Said policy shall be obtained by Sublessee and
certificates thereof delivered to Sublessor promptly after the signing of this
Sublease. Said policy shall be for a period of not less than one year and shall
contain a provision whereby the same cannot be materially changed or canceled
unless Sublessor is given at least thirty (30) days' written notice of such
material change or cancellation. Sublessee shall obtain and
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pay for renewals of such insurance from time to time at least thirty (30) days
before the expiration thereof, and Sublessee shall promptly deliver certificates
thereof to Sublessor. Any insurance required to be provided by Sublessee
pursuant to this Sublease may be provided by blanket insurance covering the
Subleased Premises and other properties of Sublessee upon condition that (i) the
amount of the insurance allocated to the Subleased Premises shall be such as to
furnish in protection the equivalent of separate insurance in the amounts herein
provided, (ii) such blanket insurance complies with all of the other
requirements of this Sublease and is acceptable to the Sublessor and the
Landlord, and (iii) certificates of such insurance are delivered to Sublessor
and Landlord. Sublessee shall obtain and pay for insurance on its equipment,
furnishings, furniture and other personal property in the Subleased Premises as
it deems reasonable or appropriate.
13. RESTRICTION ON ASSIGNMENTS, ETC.
Sublessee shall not, by operation of law or otherwise, assign, mortgage, pledge
or encumber this Sublease, or underlet or suffer or permit all or any part of
the Subleased Premises to be used or occupied by others, without the prior
written consent of Landlord (to the extent required under the Prime Lease) and
Sublessor in each instance, which consent as to Sublessor shall not be
unreasonably withheld, conditioned or delayed. Nothwithstanding the foregoing,
without Sublessor's consent but upon at least ten (10) days' prior notice to
Sublessor, Sublessee may assign this Sublease or sublet the Subleased Premises
to any affiliate of Sublessee, or in connection with any merger, consolidation
or sale of all or substantially all (i.e., more than 80%) of Sublessee's assets.
For purposes of the foregoing, "affiliate" shall mean any entity which, directly
or indirectly, controls, is under control by, or under common control with,
Sublessee.
14. ALTERATIONS
Sublessee shall not perform any additions, alterations and improvements to the
Subleased Premises, or any part thereof, without the prior written consent of
Landlord (to the extent required under the Prime Lease) and Sublessor, and
otherwise in full compliance with all of the applicable terms, covenants and
conditions of the Prime Lease.
15. APPROVALS
In any instance where the approval or consent of Sublessor or Sublessee is
required hereunder, such consent or approval shall not be unreasonably withheld
or delayed. However, any refusal by Sublessor to consent or approve any matter
requested by Sublessee shall be deemed reasonable if Landlord has refused to
give consent or approval thereto whenever such consent or approval is necessary
under the Prime Lease.
16. NOTICES
Any notice, demand, xxxx, invoice, statement or communication which either
Sublessor or Sublessee may desire or be required to give to the other in
connection with this Sublease shall be in writing and shall be deemed to have
been sufficiently given if sent by (i) Certified or Registered Mail, Return
Receipt Requested, or (ii) a nationally recognized overnight courier, such as
Airborne Express, Federal Express or United Parcel, to such other party at the
following addresses:
To Sublessor: American Skandia Information Services and
Technology Corporation
C/o The Prudential Insurance Company of America
Corporate Real Estate - Lease Administration
X.X. Xxx 0000
Xxxxxx, Xxx Xxxxxx 00000-0000
Overnight Delivery: American Skandia Information Services and
Technology Corporation
C/o The Prudential Insurance Company of America
Corporate Real Estate - Lease Administration
Xxx Xxxxxxx Xxxxxx - 00xx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000
To Sublessee: Enhanced Care Initiatives of Connecticut, Inc.
0 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention:
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With a copy to:
To Landlord: 0 Xxxxxxxxxx Xxxxx -Xxxxxxx LLC
X/x X. X. Xxxxxx
Xxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxx
Each such xxxx, invoice, statement, notice or communication shall be deemed to
have been delivered on the date when the original of same is received.
17. TIME LIMITS
The time limits set forth in the Prime Lease for the performance of any act or
the making of any payment are, for the purposes of this Sublease, changed so
that the time of Sublessee in a particular case hereunder to do or perform any
act or make any payment shall be three days less than the time of Sublessor as
tenant under the Prime Lease to do so in such case, provided, however, that
unless otherwise specifically so provided in this Sublease, in no event shall
such time be less than ten (10) days after Sublessee's receipt of Sublessor's
notice of the requirement of any such payment or performance of any such act.
18. SERVICES
Sublessee shall be entitled to receive all of the services pertaining to the
Subleased Premises which Sublessor is entitled to receive under the Prime Lease.
Sublessee recognizes that such services are to be supplied by Landlord and not
by Sublessor. In the event that Landlord shall fail to supply such services or
shall refuse to comply with any of the provisions of the Prime Lease insofar as
they affect Sublessee's occupancy of the Subleased Premises, Sublessor shall, at
the written request of Sublessee, request Landlord to so comply and if Landlord
shall fail or refuse to do so then, to the extent permitted by the terms of the
Prime Lease, Sublessee shall have the right to exercise, in its own name and in
the name of Sublessor, all of the rights to enforce performance on the part of
Landlord as are available to Sublessor, provided that the same shall be without
cost, expense or liability to Sublessor. Sublessor shall be under no liability
to Sublessee in the event of the failure by Landlord to supply any services,
unless the same is due to the fault of Sublessor.
19. LANDLORD'S CONSENT
This Sublease is subject to the consent of Landlord and shall have no effect
until Landlord shall have given its written consent to this Sublease and
Sublessor shall use its best efforts to obtain such consent. If Landlord shall
refuse to consent to this Sublease, Sublessor shall not be obligated to take any
legal action to obtain such consent, and this Sublease shall be deemed null and
void and of no force and effect.
20. BROKERAGE
Sublessor and Sublessee warrant and represent to each other that in connection
with this Sublease, neither has dealt with any brokers other than GVA Xxxxxxxx
Real Estate (represented by Xxx Xxxxxxxx) and REMAX of Trumbull, Connecticut.
Sublessor and Sublessee shall each indemnify, defend and hold the other harmless
(including the payment of attorney's fees) from any claim of any other broker
that Sublessee or Sublessor had, or is alleged to have had, dealings with
concerning this Sublease. Sublessor will pay GVA Xxxxxxxx Real Estate and GVA
Xxxxxxxx Real Estate shall pay REMAX of Trumbull, Connecticut commissions in
accordance with the terms of separate agreements.
21. TERMINATION OF PRIME LEASE
If for any reason whatsoever the Prime Lease shall be terminated prior to the
Expiration Date of this Sublease, this Sublease shall thereupon be IPSO FACTO
terminated and Sublessor shall not be liable to Sublessee by reason thereof,
unless said termination shall have been effected because of a default on the
part of Sublessor as Tenant under the Prime Lease which was not the result of a
default by Sublessee, or a default on the part of Sublessor under this Sublease.
Notwithstanding anything in this Sublease to the contrary, so long as Sublessee
is not in default hereunder, Sublessor shall not terminate the Prime Lease prior
to the expiration date of this Sublease, and shall not
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otherwise modify or amend the Prime Lease in any manner which will materially
and adversely affect any right or obligation of Sublessee under this Sublease.
22. SURRENDER OF SUBLEASED PREMISES; HOLDING OVER
(a) This Sublease shall expire and Sublessee shall deliver up and surrender
possession of the Subleased Premises to Sublessor on the last day of the term
hereof. Upon the expiration or sooner termination of this Sublease, Sublessee
covenants to deliver up and surrender possession of the Subleased Premises in
the same condition in which Sublessee has agreed to maintain and keep the same
during the term of this Sublease in accordance with the provisions of this
Sublease and the Prime Lease, normal wear and tear excepted.
(b) Upon the failure of Sublessee to surrender possession of the Subleased
Premises to Sublessor upon the expiration or sooner termination of this Sublease
without the consent of Sublessor, Sublessee shall pay to Sublessor an amount
equal to 1.5 the then current Base Rent and Additional Rent required to be paid
by Sublessee under this Sublease, applied to any period in which Sublessee shall
remain in possession after the expiration or sooner termination of this
Sublease. Acceptance by Sublessor of Base Rent after such expiration or earlier
termination shall not constitute a consent to a holdover hereunder or result in
a renewal. The foregoing provisions of this paragraph are in addition to and do
not affect Sublessor's right to reentry or any other rights of Sublessor
hereunder or otherwise provided by law.
(c) In addition to the foregoing provisions, Sublessee hereby covenants and
agrees to indemnify and hold Sublessor harmless from and against all costs and
expenses, including legal fees and any judgment for monetary damages, incurred
and/or paid by Sublessor under the Prime Lease as a result of Sublessee's
holdover.
23. CAPTIONS
The captions in this Sublease are used for convenience and reference only and
are not to be taken as part of this Sublease or to be used in determining the
intent of the parties or otherwise interpreting this Sublease.
24. SUCCESSORS AND ASSIGNS
This Sublease shall be binding upon and inure to the benefit of Sublessor and
Sublessee and their respective successors and permitted assigns.
25. SECURITY DEPOSIT
Together with Sublessee's execution and delivery of this Sublease,
Sublessee shall deposit with Sublessor the sum of Thirteen Thousand Five Hundred
Forty-Three and 00/100 ($13,543.00) DOLLARS ("Security Deposit") to be held as
collateral security for the payment of the Base Rent, additional rent and all
other sums of money payable by Sublessee under this Sublease, and for the
faithful performance of all other covenants and agreements of Sublessee under
this Sublease. The Security Deposit, without interest, shall be repaid to
Sublessee within 30 days after the expiration date of this Lease, provided
Sublessee shall have made such payments and performed all such covenants and
agreements. Upon any default by Sublessee hereunder, at Sublessor's sole option,
Sublessor may apply all or part of the Security Deposit on account of such
default, and thereafter Sublessee shall promptly restore the original amount of
the Security Deposit.
Provided that Sublessee has not been in default under the Sublease at
anytime during the first two (2) years of the Term, then the amount of the
Security Deposit shall be reduced to $9,029.00 at the beginning of the 3rd year
of the Term.
At Sublessee's option and expense, Sublessee may elect to post as the
Security Deposit an irrevocable and unconditional letter of credit in the amount
of $13,543.00, in the name of Sublessor as Beneficiary and issued by a bank
reasonably satisfactory to Sublessor. At least thirty (30) days prior to the
expiration date of the letter of credit, Sublessee shall deliver to Sublessor a
replacement (i.e. renewal) letter of credit. Sublessor shall have the right to
draw all amounts available under the letter of credit or any replacement letter
of credit:
i. At any time upon the occurrence of any uncured event of
default under this Sublease; or
ii. Upon Sublessee's failure to deliver a replacement letter of
credit.
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26. MISCELLANEOUS
(a) Sublessor represents that the copy of the Prime Lease attached hereto
as EXHIBIT B is a true, full and complete copy of the Prime Lease.
(b) Sublessor represents that: (i) Sublessor has not received any notice of
default or termination of the Prime Lease; (ii) the Prime Lease is in full force
and effect; (iii) Sublessor is not in default of the Prime Lease and, to the
best of Sublessor's knowledge, Landlord is not in default of the Prime Lease;
(iv) Sublessor shall not enter into any agreement that will modify or amend the
Prime Lease so as to increase or materially affect the obligations of Sublessee
pursuant to this Sublease, or adversely affect Sublessee's right to use and
occupy the Subleased Premises or any other rights of Sublessee under this
Sublease; and (iv) Sublessor has full right and authority to enter into this
Sublease.
(c) Sublessor covenants with Sublessee that Sublessor will keep the Master
Lease in full force and effect at all times during the term hereof. Sublessor
shall not amend or modify the Master Lease in any way which would increase
Sublessee's obligations or liability hereunder or materially and adversely
affect any right of Sublessee hereunder, whether actual or potential.
(d) The Sublessor covenants and agrees with the Sublessee that Sublessee
shall peaceably and quietly have, hold and enjoy the Premises, for the term
hereof, without hindrance or molestation from Sublessor or from any person
lawfully claiming by, from or under the Sublessor, subject, however, to the
exceptions, exculpations, reservations and conditions contained in this
Sublease.
(e) In the event that either party hereof commences an action to enforce
any of the provisions of this Sublease, the prevailing party in such action
shall be entitled to collect all of the costs of such action (including, without
limitation, attorney's fees and court costs) from the other party.
27. Landlord's Work
At Landlord's expense, Landlord shall (i) demise the Subleased Premises and (ii)
fit-out the Subleased Premises for Sublessee in Landlord's Building standard
manner in accordance with the provisions of the Prime Lease.
IN WITNESS WHEREOF, this Sublease has been executed as of the day and year first
above written.
WITNESS: SUBLESSOR:
AMERICAN SKANDIA INFORMATION
SERVICES AND TECHNOLOGY CORPORATION
By: /s/ By: /s/
----------------------------- -------------------------------
Name:
Title:
ATTEST: SUBLESSEE:
ENHANCED CARE INITIATIVES OF
CONNECTICUT, INC.
By: /s/ By: /s/
----------------------------- -------------------------------
Secretary Name:
Title:
LANDLORD'S CONSENT:
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Landlord hereby consents to the foregoing Sublease Agreement and agrees
to perform Landlord's obligations in Article 27 of the Sublease. Landlord
further agrees that Landlord will not require Sublessor or Sublessee to remove
the initial tenant improvement work or any approved alterations, or require
restoration of the Subleased Premises at the end of the Term. Landlord further
agrees to enter into a direct lease with Sublessee, on the same terms and
conditions contained in this Sublease, if the Prime Lease is terminated prior to
the end of the Term of the Sublease.
4 ENTERPRISE DRIVE-XXXXXXX LLC
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Xxxxxx X. Xxxxxx, President
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EXHIBIT A
FLOOR PLAN OF SUBLEASED PREMISES
EXHIBIT B
PRIME LEASE