Lease Agreement-earth Care Partners

Exhibit 10.23


Prepared by Richard Gossum Attorney #6265 103 W. Court Square - P.O. Box 491 Trenton, Tn. 38382-0491 901-855-0681


LEASE - --------------------------------------------------------------------------------


This agreement made and entered into this the 4th day of September, 1997, by and between THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF TRENTON, TENNESSEE, hereinafter referred to as LESSOR, and Earth Care Products of Tennessee, Inc., a corporation authorized to do business in the State of Tennessee, hereinafter referred to as LESSEE,


WITNESSETH:


That subject to the terms and conditions hereinafter set forth, Lessor does hereby lease unto Lessee and said Lessee does hereby accept as Lessee of Lessor the property described on Exhibit A, being designated as 801 Industrial Park Drive, and in the City of Trenton, 7th Civil District of Gibson County, Tennessee.


THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE AS FOLLOWS:


1. Lessor and Lessee mutually agree that the primary term of the lease
shall be 61 months, beginning the first day of September, 1997, and
ending the last day of September, 2002. The monthly lease payment
shall be equal to a mortgage payment based on $675,000.00 purchase
price at 9% for 180 months, or $6,846.33 per month. The first lease
payment is waived by Lessor. The next three (3) monthly payments will
be credited from the funds which Lessee has deposited in escrow with
the Board. Lessee's first actual payment under the lease will be due
on or before January 1, 1998.


2. Lessor agrees that, at the conclusion of the lease term set out in
paragraph 1 above, Lessee shall have the option to renew this lease
for an additional five (5) year term. The monthly lease payment for
the five (5) year term shall be equal to $675,000.00 amortized over
180 months at New York Prime plus 1/2 percent. New York Prime is
defined as the highest prime rate published in the Wall Street Journal
on the date the lease term described in paragraph 1 expires. Lessee
agrees to give written notice of its intent to exercise its option on
or before the 30th day of June, 2002.


2


3. Lessor agrees that, at the conclusion of the lease term set out in
paragraph 2 above, Lessee shall have the option to renew this lease
for an additional five (5) year term. The monthly lease payment for
the five (5) year term shall be equal to $675,000.00 amortized over
180 months at New York Prime plus 1/2 percent. New York Prime is
defined as the highest prime rate published in the Wall Street Journal
on the date the lease term described in paragraph 2 expires. Lessee
agrees to give written notice of its intent to exercise its option on
or before the 30th day of June, 2007. As long as Lessee is not in
default, notwithstanding anything to the contrary, in the event Lessee
exercises the option to extend the lease term through September 1,
2012 pursuant to this paragraph, then title and ownership to the
premises shall vest automatically in the Lessee as of September 1,
2012 and Lessor will fully cooperate in executing any documents
necessary to document unencumbered title and ownership to Lessee as of
such date.


4. Lessor further agrees that Lessee shall have the option to purchase
the property described in Exhibit A. The final purchase price shall be
$675,000 less all principal payments made during the term of the Lease
based upon the mortgage amortization as described in paragraphs 1
through 3. The exact amount will be determined on a per diem basis
figured to the date of payment. All lease payments made by Lessee
shall be deducted from the original purchase price on an amortized
basis; i.e., the principal portion of Lessee's payment shall reduce
the purchase price.


5. Lessee agrees that, in the event Lessee does not exercise its
purchase option pursuant to paragraph 4, it will, at the expiration of
the lease term or any extensions or renewals thereof, deliver said
property into the possession of Lessor in as good condition as the
same now is, ordinary wear and tear excepted.


6. Lessee shall have the right to assign this agreement or sublet the
premises only with the prior written permission of Lessor, which shall
not be unreasonably withheld. Notwithstanding anything to the
contrary, Lessee may assign or sublet this lease without the consent
of Lessor in the event Lessee makes such assignment or subletting to
any of its parents, subsidiaries, or 3


At the conclusion of Lessee's occupan ...