Lease Agreement With Research Boulevard

This Indenture, dated May 22, 2001.


WITNESSETH: That Research Boulevard Partnership, (the Landlord), hereby leases unto R. E. Stafford, Inc, d.b.a. Colo Solutions having its principal place of business at P0 Box 411570, Melbourne, Florida 32941-1570__ (the Tenant) and the Tenant accepts from Landlord the leased premises (125 N. MARKET, Suite 210, WICHITA KANSAS 67202) containing approximately 1,224 rentable square feet as defined by BOMA standards outlined on the floorplan(s) attached hereto as Exhibit A, (the Premises), in the building known as The KSB Building located at 123-125 North Market, Wichita Kansas, 67201 (the Building) (said Building, together with the land on which it is located and all other improvements thereon being called the Property), for the term, the rent, and subject to the conditions and covenants hereinafter provided.


The term of this lease shall commence on June 8, 2001, and shall end on June 7, 2005 or 48 months from the date possession is tendered to Tenant, unless sooner terminated as provided herein, to be occupied and used by the Tenant for general offices and for no other purposes whatsoever. No easement for light or air is included in the Premises.


In consideration thereof, the parties covenant and agree as follows:


1. RENT


(a) Tenant shall pay to the Landlord as Base Rent, in legal tender at the Landlord's Agent's office of KEY MANAGEMENT COMPANY, 125 N. MARKET, SUITE 1510, WICHITA, KANSAS 67202, or as directed from time to time by Landlord's notice the annual sum of SEVENTEEN THOUSAND ONE HUNDRED THIRTY SIX DOLLARS AND NO/100 ($17,136.00), payable in equal monthly payments of ONE THOUSAND FOUR HUNDRED TWENTY EIGHT DOLLARS AND NO/100 ($1,428.00) in advance promptly on the first day of every calendar month of the term, except for the first month's rent which is due and payable on execution, and prorata, in advance, for any partial month, without demand, the same being hereby waived and without any set-off or deduction whatsoever. Interest at the per annum rate of 10% will be charged retroactive to the first day of the month for rents not paid by the tenth (10th) of the calendar month. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly installments of Rent (herein defined) herein stipulated shall be deemed to be other than on account of the earliest stipulated Rent nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept such check for payment without prejudice to Landlord's right to recover the balance of such Rent or to pursue any other rent provided in this lease.


(b) The annual Base Rent payable pursuant to Paragraph (a) shall be increased by Taxes and Operating Expenses in excess of the Fixed Amount as defined in Paragraph 1(c). The Base Rent, as so increased, together with any and all other charges due Landlord from Tenant pursuant to the terms of this Lease, is hereinafter called the "Rent". Certain terms are defined as follows:


Tenant's Share: The amount of Tenant's prorata share of the increase in Taxes and Operating Expenses in excess of the fixed amount during each calendar year. Tenant's prorata share of such increase is agreed to be .39% (rentable area leased/total building rentable area).


Taxes: (i) All real estate taxes, including State equalization factor if any, payable (adjusted after protest or litigation, if any) for any part of the term of this Lease, exclusive of penalties or discounts, on the Property, (ii) any taxes which shall be levied in lieu of any such taxes on the gross rentals of the Property, (iii) any special assessments against the Property which shall be required to be paid during the calendar year in respect to which taxes are being determined (including Benefit District Assessments) and (iv) the expense (including attorney fees) of contesting the amount or validity of any such taxes, charges or assessments, such expense to be applicable to the period of the item contested. Landlord shall have no obligation to contest, object or litigate the levying or imposition of any Taxes and may settle, compromise, consent to, waive or otherwise determine in its discretion any Taxes without consent or approval of Tenant.


Operating Expenses: Those expenses incurred or paid on behalf of the Landlord in respect to the operation, maintenance, repair and management of the Property which, include, but are not limited to property insurance premiums, replacement and or repair of HVAC equipment, electrical repairs and supplies, plumbing repairs and supplies, building equipment maintenance and repairs, landscaping maintenance, maintenance and repairs to walks and parking areas (including sealcoating and asphalt overlay), electricity, gas, sewer, water, and any other utilities furnished to the Premises and the common areas, five (5) days per week janitorial service for the Premises and common areas, janitorial supplies, management services, roof repairs, elevator maintenance, interior common area and exterior painting, trash removal, maintenance and replacement of floor coverings in common areas, pest control, lamp replacement in the common areas and the Premises, window washing, and any other property maintenance and operation expenses which may be required from time to time in maintaining the Property in a prudent manner, and the cost, as reasonably amortized by the Landlord, with interest at the rate of 10% per annum on the unamortized amount, of any capital improvement made after completion of initial construction of the Building which reduces other Operating Expenses, but in an amount not to exceed such reduction for the relevant year. If Landlord makes any capital improvement during the term of this lease in order to comply with safety or any other requirements of any federal, state or local law or government regulation, then the Tenant's Share of the reasonable annual amortization of the cost of such improvement, with interest at the highest rate permitted by applicable law, shall be deemed an Operating Expense in each of the calendar years during which such amortization occurs, and the Tenant shall be responsible for Tenant's Share of any such charges. Operating Expenses shall not include franchise or income taxes imposed on the Landlord, except to the extent hereinbefore provided, nor the cost to the Landlord of any work or service performed in any instance for any tenant (including the Tenant) at the cost of such tenant.


(c) In order to provide for current payments on account of increases in the Taxes and Operating Expenses in excess of 2001 base year Taxes and Operating Expenses (said sum being defined as the "Fixed Amount") the Tenant agrees at Landlord's request, to pay, as additional rent, Tenant's Share due for each calendar year after the base year, as estimated by Landlord from time to time, in twelve (12) monthly installments, during the calendar year, each in an amount equal to 1/12th of Tenant's Share so estimated by Landlord. The monthly estimated payments shall commence and any adjustment amount for the estimated payments in the current calendar year shall be due or credited, if applicable, on the first day of the month following the month in which Landlord notifies Tenant of the amount of such estimated Tenant's Share. If, as finally determined, Tenant's Share shall be greater than or be less than the aggregate of all installments so paid on account to the Landlord for such calendar year, then Tenant shall pay to Landlord the amount of such underpayment, or the Landlord shall credit Tenant for the amount of such overpayment to Tenant's future payments of Taxes and Operating Expenses, as the case may be. It is the intention hereunder to estimate the amount of Taxes and Operating Expenses for each calendar year and then to adjust such estimate in the following year based on actual Taxes and Operating Expenses incurred and/or paid by Landlord. The obligation of the Tenant with respect to the payment of Rent shall survive the termination of this Lease. Any payment, refund, or credit made pursuant to this paragraph (c) shall be made without prejudice to any right of the Tenant to dispute, or of the Landlord to correct, any item(s) as billed pursuant to the provisions hereof.


(d) Upon receipt of the Landlord's statement, Tenant does hereby covenant and agree promptly to pay the increases in Rent pursuant to Paragraph (c) of this Section as and when the same shall become due and payable, without further demand therefor, and without any set-off or deduction whatsoever. Failure to give such statement shall not constitute a waiver by Landlord of its right to require an increase in Rent nor shall such failure deprive Tenant of a decrease in Rent, as the case may be.


(e) Within thirty (30) days after receipt of such statement, Tenant or its authorized employee shall have the right to inspect the books of Landlord during the business hours of Landlord at Landlord's office in the Building or, at Landlord's option, at such other location that Landlord may specific, for the purpose of verifying information in such statement. Unless Tenant asserts specific error(s) within thirty (30) days after delivery of such statement, the statement shall be deemed to be correct.


(f) No decrease in Taxes and/or Operating Expenses shall reduce Tenant's Rent below the annual Base Rent set forth in Paragraph (a) of this Section.


(g) All costs and expenses which Tenant assumes or agrees to pay to Landlord pursuant to this lease shall be deemed additional rent and, in the event of non-payment thereof, Landlord shall have all the rights and remedies herein provided for in case of non-payment of Rent.


2. SERVICES


The Landlord shall provide, at Landlord's expense, except as otherwise provided, the following services:


(a) Air conditioning and heat for normal general office purposes only, to provide in Landlord's judgment comfortable occupancy Monday through Friday from 7:00 a.m. to 7:00 p.m., and Saturday from 8:00 a.m. to 1:00 p.m., Sundays and holidays excepted. Tenant agrees not to use any apparatus or device, in or upon or about the Premises which in any way may increase the amount of such services usually furnished or supplied to said Premises, and Tenant further agrees not to connect any apparatus or device with the conduits or pipes, or other means by which such services are supplied, for the purpose of using additional or unusual amounts of such services, without written consent of Landlord. Should Tenant use such services under this provision to excess or requests the use of these services at other than operating hours listed above, Landlord reserves the right to charge for such services. The charge shall be payable as additional rent. Should Tenant refuse to make payment upon demand of Landlord of such charges, such refusal shall constitute a breach of the obligation to pay rent under this lease and shall entitle Landlord to the rights hereinafter granted for such breach. Tenant will install a separate electric sub-meter for the demised space which shall cover all consumption of electricity on the demised premises. Tenant will pay for electricity usage based on the monthly sub-meter readings at the then current rates as invoiced. Tenant is hereby authorized to augment existing electrical, air conditioning and fire suppression systems as set forth in paragraph 11.(o). All future changes must be presented to Landlord in writing prior to any changes made.


(b) Electric power for lighting and operation of office machines, air conditioning and heating as may be required for comfortable occupancy of the Premises between Monday and Friday from 7:00 am. to 7:00 p.m. and Saturdays from 8:00 a.m. to 1:00 p.m., Sundays and holidays excepted. Electric power furnished by the Landlord is intended to be that consumed in normal office use for lighting, heating, ventilating, air conditioning and small office machines. Landlord shall read the tenants sub-meter monthly, and invoice the tenant for the electricity used at the then prevailing electric utility rates. If the Tenant refuses to pay upon demand of Landlord such charges, such refusal shall constitute a breach of the obligation to pay Rent under this lease and shall entitle Landlord to the rights hereinafter granted for each breach.


(c) Water for drinking, lavatory and toilet purposes from the regular Building supply (at the prevailing temperature) through fixtures installed by Landlord, (or by Tenant with Landlord's written consent).


(d) Public restroom supplies, public area lamp replacement, window washing with reasonable frequency, and janitor services to the Premises during the times and in the manner that such janitor services are customarily furnished (not more than 5 times per week) in general office buildings in the area.


(e) A total of 0 parking stalls will be provided subject to availability, in the parking garage adjacent to the Building on an assigned basis at market price.


(f) Landlord agrees to maintain the exterior and interior of the Premises to include lawn and shrub care, if applicable, snow removal, maintenance of the structure, roof, mechanical and electrical equipment, interior finishes, and so on, excluding only those items specifically excepted elsewhere in this lease and special interior improvements unique to Tenants Premises.


(g) Landlord may close the Building at 7:00 p.m. Monday through Friday, 1:00 p.m. on Saturday and all day Sunday and holidays, or at such other hours as Landlord may from time to time reasonably determine; after which hour admittance may be gained only under such regulations as may from time to time be prescribed by Landlord. Notwithstanding the above, tenant and its customers shall have access to their space 24x7x365.


(h) All building standard lamp replacement within the Tenant's demised areas shall be replaced by the Landlord.


Should Tenant require any additional work or service, including but not limited to the work or service described above, including service furnished outside the stipulated hours, Landlord may, on terms to be agreed, upon reasonable advance notice by Tenant, furnish such additional service and Tenant agrees to pay the Landlord such charges as may be agreed on, but in no event at a charge less than Landlord's actual cost plus overhead for the work or services provided, it being agreed that the cost to the Landlord of such additional services shall be excluded from Operating Expense.


It is understood that Landlord does not warrant that any of the services referred to above, or any other services which Landlord may supply, will be free from interruption. Tenant acknowledges that any one or more such services may be suspended by reason of accident or of repairs, alterations or improvements to be made, or by strikes or lockouts, or by reason of operation of law, or causes beyond the reasonable control of Landlord. Any such interruption or discontinuance of service shall never be deemed an eviction or disturbance of Tenant's use and possession of the Premises, or any part thereof, or render Landlord liable to Tenant for damages by abatement of rent or otherwise, or relieve Tenant from performance of Tenant's obligations under this lease.


3. QUIET ENJOYMENT


So long as the Tenant shall observe and perform the covenants and agreements binding on it hereunder, the Tenant shall at all times during the term herein granted peacefully and quietly have and enjoy possession of the Premises without any encumbrances or hindrance by, from or through the Landlord.


4. CERTAIN RIGHTS RESERVED TO THE LANDLORD


The Landlord reserves the following rights:


(a) To name the Building and to change the name or street address of the Building.


(b) To install and maintain a sign or signs on the exterior or interior of the Building.


(c) To designate all sources furnishing sign painting and lettering, drinking water, towels, toilet supplies, shoe shining, vending machines, mobile vending service, catering, and like services used on the Premises or in the Building.


(d) During the last ninety (90) days of the term, if during or prior to that time the Tenant vacates the Premises, to decorate, remodel, repair, alter or otherwise prepare the Premises for reoccupancy, without affecting Tenant's obligation to pay rental for the Premises.


(e) To have pass keys to the Premises and the right of entry by Landlord, Landlord's mortgagees, its agents or designees.


(f) On reasonable prior notice to the Tenant, to exhibit the Premises to prospective tenants during the last twelve (12) months of the term, and to any prospective purchaser, mortgagee, or assignee of any mortgage on the Property and to others having a legitimate interest at any time during the term.


(g) At any time in the event of an emergency, and otherwise at reasonable times, to take any and all measures, including inspections, repairs, alterations, additions and improvements to the Premises or to the Building, as may be necessary or desirable for the safety, protection or preservation of the Premises or the Building or the Landlord's interests, or as may be necessary or desirable in the operation or improvement of the Building or in order to comply with all laws, orders and requirements of governmental or other authority.


(h) To install vending machines of all kinds in the Premises, and to provide mobile vending service therefor, and to receive all of the revenue derived therefrom, provided, however, that no vending machines shall be installed in the Premises without Tenant's prior written consent.


5. ESTOPPEL CERTIFICATE BY TENANT


Upon request, but no more than twice per calendar year, Tenant shall deliver to Landlord, within ten (10) days after receipt of said request, a duly executed estoppel certificate as may be required by Landlord attesting to such facts regarding this lease as Landlord may reasonably require, including without limitation, that (i) this lease is in full force and effect, binding and enforceable in accordance with its terms and unmodified; (ii) no default exists on the part of Landlord or Tenant under this Lease; (iii) there are no events which, with the passage of time or the giving of notice or both, would create a default under this Lease; (iv) no rent in excess of one month's rent has been collected in advance under this Lease; (v) Tenant has received no notice of any other sale, assignment, transfer, mortgage or pledge of this Lease or the rents due hereunder; (vi) Tenant has no defense, setoff or counterclaim against Landlord; (vii) this lease has not been modified, supplemented or amended; (viii) that Tenant is in possession of the Premises; (ix) the amount of Rent and the dates through which Rent has been paid; and (x) the amount of any Security Deposit held by Landlord. Failure to deliver the certificate within ten (10) days after request by Landlord shall be conclusive upon Tenant for the benefit of Landlord and any successor to Landlord that this Lease is in full force and effect and has not been modified, supplemented, or amended, except as may be represented by the party requesting the certificate. If Tenant fails to deliver the certificate within ten (10) days after requested by Landlord, then by such failure Tenant shall irrevocably constitute and appoint Landlord as its attorney-in-fact to execute and deliver the certificate to any third party.


6. WAIVER OF CERTAIN CLAIMS


The Tenant, to the extent permitted by law, waives all claims it may have against the Landlord, and against the Landlord's agents and employees for any and all damages sustained by the Tenant or by any occupant of the Premises, or by any other person, resulting from any part of the Property or any equipment or appurtenances becoming out of repair, or resulting from any accident in or about the Property or resulting directly or indirectly from any act or neglect of any tenant or occupant of any part of the Property or of any other person, unless such damage is a result of the gross negligence or willful misconduct of Landlord, or Landlord's agents or employees. If any damage results from any act or neglect of the Tenant, the Landlord may, at the Landlord's option, repair such damage and the Tenant shall thereupon pay to the Landlord the total cost of such repair. All personal property belonging to the Tenant or any occupant of the Premises that is in or on any part of the Property shall be there at the risk of the Tenant or of such other person only, and the Landlord, its agents, and employees shall not be liable for any damage thereto or for the theft or misappropriation thereof. The Tenant agrees to defend, hold the Landlord harmless and indemnified against any and all claims, liability, losses, damages, causes of action, expenses, costs suffered or claimed by any person occurring in or about the Property, due to any conduct, act of negligence or default under this lease by the Tenant, its contractors, agents or employees.


To the extent that the Tenant carries hazard insur ...