**EXHIBIT 10.2**

 

**LEASE TERMINATIONAGREEMENT**

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This Lease Termination Agreement (the “Agreement”), made and enteredinto this 29th day of June, 2005, by and between PKM Properties,LLC, a Minnesota limited liability company (“Landlord”) and Medical CV, Inc.,a Minnesota corporation (“Tenant”).

 

**RECITALS**

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Landlord and Tenant entered into a lease dated April 4, 2003 (the “Lease”)for the property located at 9725 South Robert Trail, Inver Grove Heights,Minnesota (the “Property”).  Tenantdesires to terminate the Lease.

 

Landlord is willing to consider the early termination of the Lease ifLandlord, at no cost or expense to Landlord, is able to sell the Property or tolease the Property upon terms and conditions acceptable to Landlord, in itssole and absolute discretion.

 

In order to induce the Landlord to attempt to sell or lease theProperty to a third party and to terminate the Lease with Medical CV, theparties have agreed to the terms and conditions setforth in this Agreement.

 

NOW, THEREFORE, in consideration of premises and mutual obligations ofthe parties contained herein, each of them does hereby represent, covenant andagree with the other as follows:

 

1.                                       Tenantagrees:

 

a.                                       Toreimburse Landlord for all Costs and Expenses on a monthly basis.

 

b.                                      TheCosts and Expenses shall include all costs and expenses incurred by Landlordrelating to the lease or sale of the Property, including but not limited tolegal fees, brokerage fees and commissions, accounting fees, state deed tax,surveys, environmental reports and any other costs and expenses relating tothis Agreement, the listing agreements, a lease, a purchase agreement andclosing a lease or sale of the Property.

 

c.                                       Tothe termination of the Lease on not less than 120 days prior written noticefrom Landlord and to vacate the Property as of such termination date on thesame terms and conditions set forth in the Lease as if the Lease term hadexpired.

 

d.                                      Toall of the terms and conditions set forth on the attached Contract forExclusive Right to Represent Landlord between Landlord and Raymond E.Piiraninen and the Exclusive Brokerage Listing Agreement for Sale or Leasebetween Landlord and Equity Commercial Services, Inc. (collectively, the “ListingAgreements”).

 

2.                                       Landlordagrees to enter into the Listing Agreements and to attempt to sell or lease theProperty on terms and conditions acceptable to the Landlord, in its sole andabsolute discretion.

 

3.                                       Landlordand Tenant agree that their first priority is for the Landlord to attempt tosell the Property and that the Landlord will only consider a potential lease ofthe Property in the event there is no opportunity to sell the Property on termsand conditions acceptable to the Landlord.

 

4.                                       Tenantacknowledges that Landlord is listing the Property for sale at a cash price of$4,860,000.  Tenant acknowledges thatLandlord is not willing to sell the Property to a third party unless it is uponeconomic terms and conditions acceptable to Landlord, in its sole and absolutediscretion.  If the Landlord acceptsterms and conditions for the sale of the Property which provide net cashproceeds to Landlord at closing after the payment of all Costs and Expenses,and before the payment of the first mortgage, of at least $4,000,000 (the “MinimumNet Sale Proceeds”), Landlord will not require that Tenant pay a leasetermination fee to Landlord.  If Tenantrequests that Landlord accept any terms and conditions for the sale of theProperty which provide that Landlord will receive cash at closing of less thanthe Minimum Net Sale Proceeds, then Tenant agrees that it will pay a leasetermination fee to Landlord equal to the difference between the Minimum NetSale Proceeds and the actual net sale proceeds received by the Landlord fromsuch sale.

 

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5.                                       Tenantacknowledges that Landlord is not willing to lease the Property to a thirdparty unless it is upon the same economic terms and conditions remaining forthe balance of the term under the Lease. If Tenant requests that Landlord accept any terms andconditions less than such economic terms and conditions, then Tenant agreesthat it will pay a lease termination fee to Landlord in such amount as to putLandlord in the same position as it would have been in had the Lease not beenterminated.

 

6.                                       ThisAgreement represents the entire agreement between the parties as to the matterscontained herein and supersedes or replaces any other agreements between theparties as to such matters.

 

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IN WITNESS WHEREOF, the Landlord and Tenant have caused this Agreementto be duly executed as of the date first above written.

 

 
| **LANDLORD:** | **PKM PROPERTIES, LLC**  |
|---------------|--------------------------|
| ** **    | ** **               |
| ** **    | ** **               |
|          | By                       |   /s/ Paul K. Miller |   |
|          | Paul K.  Miller, Manager |
|          |                     |
|          |                     |
| **TENANT:**   | **MEDICAL CV, INC.**     |
| ** **    | ** **               |
| ** **    | ** **               |
|          | By                       | /s/ Marc P. Flores |   |
|          |                     | Its President and Chief Executive Officer |
|               |                          |  |  |  |

 

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