exv10w16








    Exhibit
    10.16



 



    INCUBATOR-CONTRACT NO.: BMA-B2/A — INC. 1 &
    6-05.001.



 



    THIS LEASE AGREEMENT (“THE LEASE”) IS ENTERED INTO
    BY AND BETWEEN VESTA BAJA CALIFORNIA S. DER.L. DE C.V.
    (“VESTA”) REPRESENTED BY ALEJANDRO ITUARTE EGEA, IN
    HIS CAPACITY AS LEGAL REPRESENTATIVE HEREINAFTER REFERRED TO AS
    THE “LANDLORD”, AND ON THE OTHER HAND BLOCK MEDICAL DE
    MEXICO S.A. DE C.V. REPRESENTED BY MR. PABLO QUINTANA, IN HIS
    CAPACITY AS LEGAL REPRESENTATIVE HEREINAFTER REFERRED TO AS THE
    “TENANT”; AND I-FLOW CORPORATION., AS GUARANTOR,
    REPRESENTED BY MR. JAMES DAL PORTO, VICE-PRESIDENT, IN
    ACCORDANCE WITH THE FOLLOWING STATEMENTS AND CLAUSES:



 




    STATEMENTS:



 


		
	
    I.  
	
    LANDLORD
    REPRESENTATIVE STATES




 



    A) That on February 8, 2005, under Public Instrument
    No. 71,759 Book 1,484 executed before Lic. Heriberto Roman
    Talavera Notary Public No. 62 for the city of Mexico City,
    Distrito Federal, “Vesta” was incorporated, and that
    such company incorporation is at the Public Registry of Property
    in registration process.



 



    B) That within the property, LANDLORD is the owner of and
    built the Industrial Building identified on Exhibit
    “A” as B-2 Suite A Incubator #1 of
    3,321 square feet and Incubator #6 of
    3,321 square feet, making a total of surface
    6,652 square feet. The location, distribution, measurements
    and characteristics are described on Exhibit “B”
    attached hereto, (exhibits that are duly signed by the parties
    hereof). The building includes the following leasehold
    improvements that are deemed part of the building and are paid
    for in the rent of such building, as follows:



 


		
	    • 
	    Electrical capacity of 300 AMP/220V, 3 phased 4H, with
    possibility to grow.

	 
	    • 
	    General lighting.

	 
	    • 
	    No charge for non productive water consumption.

	 
	    • 
	    Shared restrooms.

	 
	    • 
	    2 dock doors, truck high loading.




 



    The land upon which the building is situated and the
    building itself, are hereafter collectively referred to herein
    as the “Leased Premises”.



 



    C) That the LEASED PREMISES have water, sewage and water
    reservoir, with power and service. TENANT directly contract
    telephone lines.



 



    D) That the LEASED PREMISES are available to TENANT for the
    industrial use sought by TENANT, due to its nature and to its
    location in accordance to the Internal Rules and Regulations of
    LA MESA INDUSTRIAL PARK, included herein as Exhibit
    “C”, which duly signed form an integral part of this
    agreement.



 



    E)  LANDLORD has obtained all legal permits required for the
    operation of the building as intended by TENANT under Mexican
    laws.



 


		
	
    II.  
	
    TENANT’S
    REPRESENTATIVE STATES:




 



    A) That TENANT is a corporation legally incorporated in
    accordance to the applicable laws of the Republic of Mexico,
    with legal capacity to enter and bind itself by this Lease, as
    stated in Public Instrument No. 42,289 executed before Lic.
    Eduardo Illades Moreno, Public Notary No. 7, for the city
    of Tijuana, Baja California, which was duly recorded at the
    Public Registry of Property and Commerce of Tijuana, Baja
    California.




    

    1








 







    CLAUSES



 


		
	
    FIRST.  
	
    LEASE
    OBJECTIVE




 



    Under the terms and conditions stated herein, LANDLORD hereby
    leases to TENANT the “Leased Premises”.



 



    LANDLORD declares that during the term of this agreement, it has
    all property rights over the LEASE PREMISES, and warrants that
    TENANT shall have the peaceful use and enjoyment of the same.



 


		
	
    SECOND.  
	
    TERM




 



    The initial term of this Lease, shall be of 15 (fifteen) months,
    commencing on
    May 15th,

    2005 and ending
    August 14th,

    2006.



 



    Notwithstanding the starting date of this Lease, TENANT shall
    have right to access the LEASED PREMISES, in order to install
    accessories and equipment, at any time, after the execution
    hereof.



 



    TENANT has the option to renew the term of this lease for 2
    (two) additional periods of 3 (three) years each, through
    written notice to LANDLORD for such purposes at least one
    hundred and twenty (120) calendar days prior to the
    termination of the initial term or any of its renewals.



 


		
	
    THIRD.  
	
    LEASE
    RATE




 



    Both parties agree that monthly “Base Rent” for the
    Leased Premises shall be equal to that amount in Mexican Pesos
    required to purchase $2,670.08 Dollars (Two thousand six hundred
    and seventy dollars 08/100 U.S. Cy.) Base Rent shall be
    payable in advance on the
    15th day

    of each calendar month at LANDLORD’S domicile located at
    Calle E No. 4, Fraccionamiento Rubio, La Mesa, in
    Tijuana, Baja California. Notwithstanding the foregoing, TENANT
    at its sole option may elect to pay Base Rent in
    U.S. Dollars and for purposes of this lease, payment of
    Base Rent shall be deemed to be in Mexican Pesos.



 



    LANDLORD hereby acknowledges receipt of an amount in Mexican
    currency equivalent to the amount of $2,670.08 Dollars (Two
    thousand six hundred and seventy dollars 08/100 U.S. Cy.),
    as payment for the first installment of Base Rent, and issues
    hereby the broadest receipt available by law.



 



    Base Rent shall increase on the one year anniversary of the Rent
    Commencement Date, and each subsequent anniversary, by the same
    percentage increase in the Consumer Price Index for Los Angeles,
    California (“C.P.I”), over the previous year as
    published by the U.S. Department of labor Statistics;
    provided however, that Base Rent shall not be increased by less
    than 3% or more than 5% at the time of the increase.



 



    Both parties agree that in the event of late payment of Base
    Rent, TENANT shall pay 3% monthly penalty, starting the
    6th day

    as from the date on which the Base Rent is due and payable;
    provided that LANDLORD has sent TENANT written notice by
    reputable overnight courier (i.e. Federal Express or DHL), of
    such delay and TENANT has thereafter failed to make payment
    within 2 (two) business days.



 


		
	
    FOURTH.  
	
    SECURITY
    DEPOSIT.




 



    Upon signature of this Lease, TENANT shall deliver to LANDLORD
    the amount in Mexican currency that is necessary to purchase the
    amount of $2,670.08 Dollars (Two thousand six hundred and
    seventy dollars 08/100 U.S. Cy.), as security deposit, in
    whole or in part, as the case may be, for the compliance of each
    of the provisions binding TENANT, arising from this Lease. The
    aforementioned amount of deposit shall be returned to TENANT
    upon termination of this Lease, or of the individual options of
    the extension exercised, provided there is no balance due to
    LANDLORD and that TENANT returns the LEASED PREMISES in good
    condition, taking into consideration the normal deterioration of
    the same due to its use. TENANT shall not be entitled to receive
    interests from LANDLORD on such deposit.



 



    Upon signature of this Lease, TENANT shall deliver to LANDLORD
    the amount in Mexican currency that is necessary to purchase the
    amount of $750.00 Dollars (Seven hundred and fifty 00/100) as
    security deposit for the electric power consumption, which will
    be credited on the last electric receipt.




    

    2








 





		
	
    FIFTH.  
	
    USE OF
    THE LEASED PREMISES




 



    TENANT shall have the right to use the Leased Premises for its
    non-polluting industrial activities, mainly those related to
    warehousing, in accordance with applicable environmental
    legislation and will not generate odors, gases, smoke,
    vibrations, dust, nor noises, which constitutes a nuisance, or
    is damaging to LANDLORD or to third parties.



 



    Both parties bind themselves to the Interior Rules and
    Regulations of LA MESA INDUSTRIAL PARK, which is enclosed as
    Exhibit “C”.



 


		
	
    SIXTH.  
	
    RENT
    ABATEMENT




 



    In the event that the LEASED PREMISES are damaged or destroyed,
    by any cause, not attributable to TENANT, and that such damage
    hinders the use of the LEASED PREMISES for the intended lease
    purpose, LANDLORD shall determine within the next thirty
    (30) days following LANDLORD’s acknowledgement of said
    damage or destruction, if the LEASED PREMISES can be restored or
    rebuilt within the next six (6) months, and shall notify
    TENANT of this determination. If LANDLORD resolves that the
    LEASED PREMISES cannot be restored or rebuilt within the six
    (6) months period, both LANDLORD and TENANT shall be
    entitled to terminate this Lease through written notice to the
    other party.



 



    If LANDLORD determines that the LEASED PREMISES can be restored
    or rebuilt within the next six (6) months following the
    date of notice of the casualty, LANDLORD at its own expense,
    will proceed to rebuild or restore the LEASED PREMISES, waiving
    the right to receive rental fees during the period of
    reconstruction provided that the cause is not attributable to
    TENANT.



 



    It is hereby established, that in case of partial destruction of
    the LEASED PREMISES, from causes not attributable to TENANT, the
    rent shall be partially abated to which TENANT is affected in
    the use of the LEASED PREMISES. This binds TENANT to provide
    written notice to LANDLORD no later than one (1) working
    day following the acknowledgement by TENANT of the damage.



 


		
	
    SEVENTH.  
	
    GUARANTOR




 



    I-Flow Corporation, through its representative Mr. James
    Dal Porto, at 20202 Windrow Dr., Lake Forest, California
    92630 — USA, constitutes itself as TENANT’s
    guarantor, guaranteeing all TENANT’s obligations hereunder,
    and this obligation shall not cease until LANDLORD receives to
    its satisfaction the LEASED PREMISES.



 



    Accordingly Marge Carson, Inc. agrees to execute the
    “Absolute Guaranty of Lease” which is attached hereto
    as Exhibit “D”.



 



    EIGHTH.  ALTERATIONS BY TENANT



 



    TENANT shall be entitled to make interior alterations to the
    LEASED PREMISES, at its sole and exclusive expense, as long as
    such alteration do not affect its structural integrity or
    exterior appearance. Thus, TENANT agrees not to make any
    alteration that could affect the structural integrity or
    exterior appearance, without prior consent by LANDLORD. The
    request for such alterations shall be shown on a set of drawings
    or blue prints and specifications submitted to LANDLORD for its
    authorization. If LANDLORD does not opposes during a period no
    longer than ten (10) days to such alteration, it shall be
    understood that LANDLORD has granted its authorization. TENANT
    agrees to return the LEASED PREMISES to LANDLORD in the
    conditions and with the characteristics it has to the date of
    execution of this Lease, except for the deterioration it may
    suffer from the normal use, being obligated to pay for losses or
    damages that LANDLORD may suffer for the removal of said
    improvements in order to return the LEASED PREMISES to its
    original state.



 


		
	
    NINTH.  
	
    UTILITIES
    OF THE LEASED PREMISES




 



    TENANT agrees to pay, the periodic costs of the utilities that
    are available or will be available for the LEASED PREMISES, such
    as electricity, water, telephone, etc.



 


		
	    • 	
    Electricity:  TENANT shall pay to
    LANDLORD the cost of electricity on a monthly basis, in
    accordance to the consumption on their power meter at the same
    rate charged by the electric company.





    

    3








 





 


		
	    • 
	    Water:  LANDLORD provides water for
    restrooms. Any other water consumption, LANDLORD will charge to
    TENANT.

	 
	    • 
	    Telephone:  TENANT shall deal directly
    with contract the telephone service and agrees to pay the
    periodic cost of this utility.




 


		
	
    TENTH.  
	
    MAINTENANCE
    OF THE LEASED PREMISES BY LANDLORD




 



    LANDLORD shall keep in good working order during the term of
    this Lease, the roof, exterior walls, exterior doors, floors and
    other structural components of the LEASED PREMISES, including
    water storage systems and associated piping. Repairs thereto
    necessary for their good functioning shall be completed promptly
    and at LANDLORDS expense, including reasonable preventive
    maintenance.



 


		
	
    ELEVENTH.  
	
    MAINTENANCE
    OF THE LEASED PREMISES BY TENANT




 



    TENANT will maintain the electrical and plumbing systems
    (including bathrooms) and the hydrophneumatic pump (excluding
    water storage systems and related piping), the interior painting
    and carpeting, non structural walls, partitions and ceilings,
    ventilation and air conditioning systems and ducts, doors and
    windows, in good order and condition at all times, and will make
    all necessary repairs thereto at its own expense, including
    reasonable preventive maintenance. TENANT shall not permit undue
    accumulations of garbage, trash, rubbish and other refuse,
    inside, outside or in the loading and unloading zones. TENANT
    will not use the roof as a storage area.



 



    All leasehold improvements mentioned in statement I-D hereof,
    shall be maintained by TENANT.



 


		
	
    TWELFTH.  
	
    RIGHT TO
    SUBLETTING




 



    TENANT shall be entitle to sublease in whole or in part the
    LEASED PREMISES for industrial purposes, in accordance to the
    applicable environmental legislation, only with previous written
    authorization by LANDLORD, in the understanding that TENANT
    shall be liable for the obligations contained hereunder.



 


		
	
    THIRTEENTH.  
	
    TERMINATION
    OF THE LEASE BY TENANT




 



    TENANT shall be entitle to terminate the Lease at any time, in
    the event of any circumstance of force majeure, fortuitous
    accident or acts of Government that substantially hinder or
    prevent TENANT’S industrial use of the LEASED PREMISES. In
    the case that TENANT exercises this right, TENANT shall notify
    LANDLORD in writing sixty (60) days prior to effective
    termination date.



 


		
	
    FOURTEENTH.  
	
    INSURANCE




 



    During the term of this Lease Agreement TENANT shall pay
    LANDLORD yearly on the anniversary date of the Lease Agreement
    the amount of $730.62 Dollars (Seven hundred and thirty dollars
    62/100 U.S. Cy.) as payment of adequate insurance policies,
    against any damage caused to the LEASED PREMISES by: fire,
    lighting, explosions, airplane collisions, smoke, storms,
    collisions of any type of vehicle, strike, popular or student
    disturbances, acts of vandalism and flood, and acts by
    TENANT’S employees, workmen, contractors, vendors, clients,
    visitors and officers. This policy does not include
    building’s contents.



 


		
	
    FIFTEENTH.  
	
    PAYMENT
    OF VALUE ADDED TAX




 



    The Value Added Tax caused by this Lease shall be paid by TENANT
    and declared by LANDLORD.



 


		
	
    SIXTEENTH.  
	
    PARK
    ASSOCIATION FEES.




 



    TENANT is responsible for paying LANDLORD in a yearly basis, the
    amount of $664.20 Dollars (Six hundred and sixty four dollars
    20/100 US Cy.) for maintenance and security fees.




    

    4








 







    SEVENTEENTH.
    DOMICILE



 



    For all legal effects arising from this Lease, the Parties
    designate the following domiciles:



 



    THE LANDLORD

    Bosque de Ciruelos 304 Piso 7

    Col. Bosques de las Lomas

    Delegación Miguel Hidalgo

    México, D.F. C.P. 11700




 



    THE GUARANTOR

    20202 Windrow Dr. Lake

    Forest, CA 92360

    USA




 



    THE TENANT

    Ave. Noruega D-l Bldg.

    La Mesa Industrial Park

    Paseo Reforma No. 8141 Fracc. Rubio

    Tijuana, B.C. México 22116



 



    Any notices to be given hereunder shall be in writing and shall
    be delivered personally to the other party, or sent by certified
    mail or specialized mail (DHL, UPS, Fed-Ex, etc.), to the
    domicile mentioned above, in which case the corresponding notice
    shall be deemed delivered fourteen (14) days after the
    mailing date therefrom.



 


		
	
    EIGHTEENTH.  
	
    ASSIGNMENT
    BY LANDLORD; SUBORDINATION




 



    LANDLORD may assign its rights under this Lease to a Lending or
    Banking Institution, whether it be national or foreign, or any
    other legally incorporated Corporation or individual, provided
    that the assignee or purchaser of said rights agrees not to
    disturb the possession of the LEASED PREMISES or any other right
    of TENANT derived from this Lease, provided TENANT continues to
    comply with the obligations herein. In the event of acquisition
    of the LEASED PREMISES, said assignee shall be bound to accept
    TENANT under the terms of this Lease Agreement and to comply
    with the provisions imposed upon LANDLORD hereto, TENANT agrees
    to recognize said assignee or any other individual who acquires
    the property of the LEASED PREMISES.



 



    Exclusively for the aforementioned purposes TENANT and Guarantor
    shall provide LANDLORD with a copy of the last Financial
    Statements published and any other documentation needed by
    TENANT such as the Dun & Brad Street Report, within
    the 10 (ten) days following the reception of the corresponding
    notice.



 



    In the event of such assignment, LANDLORD shall notify TENANT in
    writing of such assignment and TENANT shall have the obligation
    to make all rental payments thereafter at the domicile of the
    Credit Institution, Corporation or individual to which this
    Lease was assigned to, provided said payments do not violate
    applicable fiscal and exchange control laws and regulations.



 


		
	
    NINETEENTH.  
	
    GOOD
    FAITH, AUTHORITY AND INTENTIONS




 



    Both parties declare, that in the execution hereof, there has
    not been any error, violence or bad will against the other
    party, and that they have sufficient authority which has not
    been revoked, diminished or limited in any matter whatsoever.



 


		
	
    TWENTIETH.  
	
    NON-COMPLIANCE




 



    The parties covenant and agree, that non-compliance of any of
    the provisions by a party, will originate in favor of the other
    party the right to, either, request the forceful compliance or
    the termination of this Lease.




    

    5








 





		
	
    TWENTIFIRST.  
	
    GOVERNING
    LAW




 



    The parties expressly agree that for the interpretation and
    enforcement of this Lease they will submit themselves to the
    jurisdiction of the courts of the city of Tijuana, Baja
    California and to the applicable laws thereto waiving any other
    jurisdiction that may be applicable for the reason of their
    present or future domiciles.



 



    The Spanish language version of this lease will prevail.



 



    The Parties hereto, have read the contents of this Lease and are
    aware of the legal consequences of all and each of the
    provisions herein and agree to be bind at all times by them, and
    signed this agreement before witnesses on May 13 2005, in the
    city of Tijuana, Baja California.



 


	 	 	 
	
    LANDLORD

    VESTA BAJA CALIFORNIA,

    S. DE R.L. DE C.V. 
	
 
	
    TENANT

    BLOCK MEDICAL DE MEXICO S.A. DE C.V.

	
 
	
 
	
 

	
    /s/  Lic.
    Alejandro Ituarte Egea

	
 
	
    /s/  Mr.
    Pablo Quintana


	
    

	
 
	
    


	
    Lic. Alejandro Ituarte Egea

    Legal Representative
	
 
	
    By: Mr. Pablo Quintana

Legal
    Representative









 




    GUARANTOR

    l-FLOW
    CORPORATION.

    

    /s/  Mr. James
    Dal
    Porto

    






    By: Mr. James Dal Porto




    Vice-President



 


	 	 	 
	
    WITNESS
	
 
	
    WITNESS

	
 
	
 
	
 

	
 
	
 
	
 

	
    

	
 
	
    


	
    Ing. Elias Laniado Laborín
	
 
	
    Mr. Héctor Alonso Barajas Nava










    

    6








 







    EXHIBIT
    “C”

    



 




    LA MESA
    INDUSTRIAL PARK

    



 




    RULES AND
    REGULATIONS



 




    REGULATIONS,
    USE AND PROTECTION RULES



 



    Rules and complementary specifications to the Lease Agreements
    made by VESTA BAJA CALIFORNIA. S. de R.L. DE C.V. in its role as
    landlord, with its tenants for the use and protection of the
    Leased Premises.



 




    ARTICLE I.  TERMS
    AND DEFINITIONS



 



    Words and terms used on this Rules and Regulations are the same
    as those used on the Lease
    Agreement No. BMA-B2/A-INC.1&6-050991
    dated May
    13th,

    2005.



 


		
	
    A.  
	
    Leased
    premises




 



    Applies to the portion of land over which one or more
    industrial, or other activity, buildings exist (buildings
    identified by number and letter).



 


		
	
    B.  
	
    La Mesa
    Industrial Park




 



    Applies to the Property in which industrial and commercial
    buildings are built.



 


		
	
    C.  
	
    Tenant




 



    Applies to the company or individual who occupies the building
    as such.



 


		
	
    D.  
	
    Tenant
    improvements:




 



    Applies to the necessary modifications in the leased building
    consisting of adapting instillations for the purpose of industry
    or commerce thereto placed.



 



    These improvements will only be carried out with the
    authorization of landlord as referred to in the Provisions of
    the Lease Agreement.



 


		
	
    E.  
	
    Landlord.




 



    Is the owner of the property subject matter of the Lease
    Agreement, In this case de VESTA BAJA CALIFORNIA. S. de R.L. DE
    C.V.



 


		
	
    F.  
	
    Access
    routes:




 



    Streets assigned to the public traffic of vehicles as well as
    persons concerned to the La Mesa Industrial Park.



 




    ARTICLE II.  INDUSTRIAL
    OR COMMERCIAL ACTIVITY PERMITTED.



 



    A.  Installation of industrial or commercial plants whose
    activities are hurtful or offensive and could cause grievance or
    damages to the other occupants are prohibited in LA MESA
    INDUSTRIAL PARK, such as fumes affecting visibility, excessive
    odor, gases, smokes, vibrations, contamination, dust,
    luminosity, wastes or noises.



 



    B.  In coordination with the aforementioned paragraph A
    the Tenant should limit the operations of their activity to a
    light industry, offices, investigations, assembly plants or
    processors, sales and purchases, intermediaries, ordinary
    incidental uses of operation of a permitted special use. All
    operations performed by the Tenant should comply with
    La Mesa Industrial Park’s regulations.



 



    C.  The Tenant will not use the Park, and a restriction
    exists, as a recovered objects yard; used materials storage and
    yard sales. Neither will the Park be used for activities which
    could cause excessive drainage or major draining that could
    cause evacuation problems or for the manufacture, storage or
    sales of explosives or similar products.




    

    1








 







    ARTICLE III.  EXTERIOR
    PARKING PLACES AND UNLOADING ZONES



 



    A. The Park provides the necessary parking space to the
    Tenant, adequate for their customers, employees, vendors and
    visitors. Parking on street and avenues is prohibited.



 



    B. The Tenant should use the space assigned for loading and
    unloading, and said space will not be part of the parking zone
    referred on the aforementioned paragraph A.



 



    C. Streets and avenues will not be used as loading zones or
    trailer reception.



 




    ARTICLE IV.  GREEN
    AREAS, MAINTENANCE STORAGE AND SECURITY.



 



    A. Tenant is bound to maintain at all times, the Leased
    Premises, subject matter of the Lease Agreement, completely free
    of wastes, withered leaves, and any kind of sweepings.



 



    B.  Tenant is not permitted to storage materials, equipment,
    or any production object of the industry or activity dedicated
    to, on the exterior of the building.



 



    C.  Tenant is not permitted to perform within the building
    any work which interferes or affects in any form the draining or
    natural drainage of surface waters.



 



    D.  The Park will provide 24 hour/7 days a week
    monitored security.



 




    ARTICLE V.  ADVERTISING
    AND PUBLICITY SPACES.



 



    The Tenant should obtain authorization form the Landlord to
    install any type of sign on the Leased Premises. A request for
    such installation should be submitted for authorization 30
    (thirty) days prior to the installation date. Requests for
    installation or change of signs are subject to the following
    characteristics:



 



    A.  Signs should only identify the type of industry or their
    products offered for sale, produced, manufactured or stored by
    the Tenant.



 



    B.  Signs should not be of flashing light, pulsating or
    rotating.



 



    C.  Signs should not be placed on the roof of the Leased
    Premises.



 



    D.  Signs should not violate these regulations in any form.



 




    ARTICLE VI.  IMPROVEMENTS



 



    A.  Tenant will need authorization form Landlord to
    carry out improvements or modifications on the Leased Premises,
    attaching blue prints and specifications according to the
    interpretations of the Architect or Engineer in charge of the
    works, inclusive of a drawing showing the area on which the
    improvement to be performed is located. This is to maintain the
    uniformity and harmony with the existing structures and to
    prevent damage to the adjacent buildings that might be caused by
    the works to be performed as well as the use and operation of
    the same.



 



    B.  Landlord will not be responsible, in any form, of
    damages due to wrong performance of the works by a Tenant who
    intends to make improvements without the proper authorized blue
    prints.



 



    C.  Landlord should not detain authorization of blue prints,
    subjected for his authorization, without reason. Lack of
    authorization of blue prints in a period of 10 (ten) days after
    request of approval by Tenant will be considered as authorized.
    The authorized improvements should be performed as soon as
    possible until completion in order to preserve the good
    appearance of the property leased. Authorization for any
    improvement should be in writing.



 




    ARTICLE VII.  REINFORCEMENT.



 



    A.  When approval from the Landlord is required for the
    accomplishment of any improvement, a response to such requests
    must be made within the following 10 (ten) days after receiving
    the application and all blue prints, specifications and other
    documents submitted. If the application is not approved,
    specific objections should be submitted in writing by mail or
    delivered to the requester within the aforementioned ten
    (10) days, otherwise the




    

    2








 






    application will be considered as authorized. All authorization
    request or variations of the conditions herein described, should
    be submitted in writing by registered mail to:



 



    Ing. Elias Laniado Laborin

    Regional Director

    Vesta Baja California, S. de R.L. de C.V.

    At: Blvd. Agua Caliente
    No. 10611-1201

    Col. Aviancio’n, Centro Corporativo Centura

    Tijuana, B.C. 22420



 



    B.  Failure from Landlord to reinforce any provisions of the
    Rules herein contained on a violation, should be considered as
    desistance of it’s right to act on any subsequent violation.



 



    C.  Landlord reserves the right to change the rules and
    provisions of these regulations in order to foresee a better
    operation of the tenants activities.



 



    D.  The cancellation or nullification of any clause
    and/or
    paragraph of these Rules and Regulations by court command or
    other means, should not affect in any form other provisions
    herein, and said provisions will remain in force at all times.




    

    3