COMMERCIAL PREMISES LEASE
DATE: March 1, 1995
PARTIES: PHEASANT INVESTMENT CORPORATION (hereinafter referred to
as "Landlord"); and
SHF ACQUISITION CORPORATION, a Nevada corporation
(hereinafter referred to as "Tenant").
RECITALS:
A. The Landlord is the owner of certain real property and
attached grain drying and storage machinery, equipment and
warehouses located at 000 Xxxxx Xxxxx Xxxx, Xxxx Xxxxxxxxxx,
Xxxxxxxxxx, and more particularly described as Parcel No. 000-000-000
on the records of Yolo County, California, and hereinafter
referred to as the "Premises."
B. Landlord desires to lease to Tenant and Tenant desires
to lease from Landlord the Premises, together with all
appurtenances, subject to the terms and conditions contained
herein.
AGREEMENTS:
In consideration of the mutual covenants contained
herein, the parties agree as follows:
1. LEASE: The Landlord leases to Tenant and the Tenant
leases from landlord, on the terms and conditions set forth in this
Lease, the Premises, together with all appurtenances.
2. TERM: The term of this Lease starts on the date hereof
and terminates on February 28, 1997.
3. RENT: Tenant shall pay to Landlord, as rent for the
Premises, without deduction or set off, at such place or places as
may be designated from time-to-time by Landlord, the sum of Four
Thousand Five Hundred Dollars ($4,500.00) per month on the first
day of each month commencing March 1, 1995, and continuing on the
first day of each day thereafter to and including February 1, 1997.
Such rental to be paid to Landlord and mailed to Landlord
at X.X. Xxx 0000, Xxxxxxxx, Xxxxxxxxxx 00000.
4. RELATIONSHIP OF THE PARTIES: The relationship of the
parties hereto is that of landlord and Tenant, and Landlord shall
not be deemed a partner or a joint venturer with Tenant by reasons
of the provisions of this Lease.
5. USE: The Premises are to be used by Tenant for the
drying and storage of rice or other grains. All operations
incident to the use of the Premises shall be carried out in
accordance with the standards of such facilities in the general
area, and in accordance with any and all rules, regulations and
conditions lawfully imposed by appropriate governmental units or
agencies.
6. ENTRY BY OWNER: Tenant shall permit Landlord, and
Landlord s agents and assigns, at all reasonable times, to enter
the Premises, for the purposes of inspection, compliance with the
terms of this Lease, posting notices, and all other lawful terms of
this lease, posting notices, and all other lawful purposes. Tenant
shall supply Landlord and its agents and assigns with keys and
other instruments necessary to effect entry on the Premises.
Tenant shall make and keep pertinent records of all
operations conducted under this Lease and shall make them available
to Landlord and Landlord s agents and assigns at all reasonable
times for inspection.
7. EXPENSES: Tenant shall pay all costs and expenses in
connection with the use and occupation of the Premises during the
term of this Lease, including but not limited to, taxes, insurance,
utilities, and normal maintenance and repair.
8. WASTE: Tenant shall not commit, or permit others to
commit waste on the Premises, or to maintain a nuisance on the
Premises. Tenant accepts the Premises in its present condition and
agrees on the last day of the term or upon sooner termination of
the lease, to surrender the Premises in the same condition as when
received, except for normal wear and tear.
9. ALTERATIONS: Tenant shall not make or permit to be
made any alterations on the Premises without first obtaining the
Landlord s consent. Additions to or alterations of the Premises
shall become at once the property of the Landlord. Tenant shall
keep the Premises free from any liens arising out of work
performed, materials furnished, or any other obligations incurred
by the Tenant.
10. LIABILITY AND INSURANCE: Tenant agrees to keep
Landlord free from all liability claims for damages arising from
any injury from any cause to any person, including Tenant, or to
property of any kind belonging to anyone, including Tenant, arising
from Tenant s operations while in or upon the Premises. Tenant
further agrees to take out and to keep in full force and effect
during the term of this Lease, at Tenant s expense, a policy of
public liability insurance for protection against liability to the
public arising as an incident to the use of, or resulting from any
action occurring in or about the Premises. The policy shall
provide for combined single limit coverage in an amount not less
than One Million Dollars ($1,000,000.00). Upon demand by Landlord,
Tenant shall deliver to Landlord a certificate of such insurance
coverage. Tenant further agrees to take out and keep in force
during the term of this Lease at its own expense, proper and
adequate workers compensation insurance.
11. ASSIGNMENT AND SUBLETTING: Tenant shall not assign
this Lease, or any rights under it, and shall not sublet the entire
or any part of the Premises, or any right or privilege appurtenant
to the Premises, or permit any other person (the agents and
employees of the Tenant excepted) to occupy or use the Premises
without first obtaining the Landlord s consent. A consent to one
assignment, subletting, occupation, or use by another person is not
a consent to a future assignment, subletting or occupation, or use
by the same or another person.
12. RIGHTS OF OTHERS: This Lease is subject to all
existing easements, servitudes, licenses, and rights of way for
roads, highways, telephone, electric power lines, railroads,
pipelines, and other purposes, whether recorded or not.
13. COMPLIANCE WITH LAW AND REGULATIONS: Tenant shall
comply with all requirements of governmental authorities, enforced
either now or in the future, affecting the Tenant s use of the
Premises. It is understood by both Tenant and Landlord that
regulations pertaining to air pollution and the emission of
particulate matter affect the Premises. Should Tenant be served
with notice from appropriate authorities to desist from handling,
storage or drying operations due to unlawful pollution or emissions
from the Premises. Tenant will make reasonable efforts to correct
conditions leading to such notice and to comply with the
requirements of the authorities; however, Tenant shall not be
obligated beyond reasonable monetary and physical efforts. If
after the expenditure of such reasonable efforts by the Tenant the
notice to desist remains in effect, Tenant may choose to
discontinue operations and shall pay Landlord the pro-rata share of
rental for the period up to the time of the discontinuance.
14. ATTORNEYS FEES: In any action or proceeding by
either party to enforce this Lease or any part hereof, the
prevailing party shall be entitled to all costs incurred band
reasonable attorneys fees.
15. NOTICE: Any notice to be given to either party by the
other shall be in writing and shall be served either personally or
by registered or certified mail addressed as follows:
If to Landlord: Pheasant Investment Corporation
X.X. Xxx 0000
Xxxxxxxx, XX 00000
If to Tenant: SHF Acquisition Corporation
0000 X. Xxxxxxx Xxxxxx
Xxx Xxxxx, XX 00000
WAIVER OF CONFLICT OF INTEREST
1. CONFLICT OF INTEREST: Xxxx X. Xxxxxx ("Xxxxxx") and
his wife Xxxxx Xxxxxx own all of the stock of Pheasant Investment
Corporation ("Landlord") and Xxxxxx is the sole officer and
director of Landlord. Xxxxxx is also an attorney and owns an
interest in Xxxxxx & Xxxxx, A Professional Corporation ("C&Y").
Xxxxxx and C&Y have in the past and continue to represent SHF
Acquisition Corporation ("Tenant") and numerous affiliated people
and entities on various legal matters. The proposed Commercial
Premises Lease for the facility located at 000 Xxxxx Xxxxx Xxxx,
Xxxx Xxxxxxxxxx, Xxxxxxxxxx ("Lease") creates a conflict of
interest between Xxxxxx and C&Y and Tenant. Xxxxxx is entering
into this Lease in a position adverse to Tenant and neither Xxxxxx
nor C&Y is acting as attorney for Tenant in connection with this
Lease.
Tenant hereby waives the conflict of interest described
herein and expressly acknowledges the following:
x. Xxxxxx and C&Y are acting adverse to Tenant and
not as attorneys for Tenant in connection with the Lease;
x. Xxxxxx has advised Tenant to obtain independent
legal counsel in connection with the Lease and has afforded Tenant
reasonable and adequate opportunity to obtain independent counsel;
and
c. Tenant has elected not to obtain independent
counsel.
BY EXECUTING THIS WAIVER OF CONFLICT OF INTEREST BELOW
THE PERSONS EXECUTING THIS LEASE ACKNOWLEDGE AND REPRESENT THAT
THEY HAVE READ AND UNDERSTOOD THE FOREGOING AND AGREE THERETO.
Landlord: PHEASANT INVESTMENT CORPORATION
By:/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx, President
Tenant: SHF ACQUISITION CORPORATION
By:/s/ Xxxxx X. Xxxx
Its: President
