Insignia Systems 10-Q dated March 31, 2005




EXHIBIT 10.2  



SUBLEASE 



        AGREEMENT,
made this 31st day of March, 2005 between Insignia Systems, Inc., a Minnesota
corporation having an office at 6470 Sycamore Court, Maple Grove, MN 55369 (hereinafter
referred to as “Sublessor”) and Vascular Solutions, Inc., a Minnesota
corporation, having an office at 6464 Sycamore Court, Maple Grove, MN 55369 (hereinafter
referred to as “Sublessee”). 



WITNESSETH: 



        WHEREAS,
pursuant to Lease dated October 31, 2002, between 321 Corporation, a Minnesota Limited
Liability Company, and assigned to IRET-Plymouth, a Minnesota Limited Liability Company
(the “Landlord”), as landlord, and Insignia Systems, Inc., as tenant, a copy of
which lease is attached hereto as Exhibit A (hereinafter referred to as the
“Lease”), covering a portion of the building known as Northgate I, located at
6464-6470 Sycamore Court, Maple Grove, MN 55369, (hereinafter referred to as the
Leasehold); and 



        WHEREAS,
Sublessee desires to sublease from Sublessor and Sublessor desires to sublease unto
Sublessee those portions of the Leasehold indicated on Exhibit B containing approximately
10,227 square feet (hereinafter referred to as the Premises); and, 



        NOW,
THEREFORE, in consideration of the Premises and the mutual undertakings, covenants,
promises, and agreements of the parties, IT IS AGREED AS FOLLOWS: 



	  	1.  	  	Providing
all of the terms and conditions contained within this Agreement are fulfilled, Sublessor
shall sublease unto Sublessee and Sublessee shall accept the sublease of the Premises,
subject to the rents as set forth herein and the other terms, conditions and provisions
of this Sublease. The commencement dates for the Sublease, the portions of the Premises
to be subleased, and the alterations to be made by Sublessee, are as follows:  








	  	  	  	Commencing April
1, 2005, 1,183 square feet designated on the attached Exhibit B as “Phase I”.
Sublessee will, at its expense, make the following alterations and improvements:
construct an insulated wall on the east side of the Phase I space; construct one 8’6” x
12’ office as part of the Phase I improvements, including painted walls, VCT
flooring, drop ceiling and standard lighting and electrical/data; the existing double
doorway will be removed and the opening closed off with standard framing/drywall
construction compatible with the construction and materials already in place in the
space; one 230 volt, 10 amp, 3 phase electrical circuit will be reallocated to the Phase
I space; all utilities to the Phase I space will be separately metered to be billed to
Sublessee, which includes any work necessary to separate HVAC;  









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	  	  	  	Commencing on
October 1, 2005, (or such earlier date as is mutually agreed upon), an additional 9,044
square feet, comprised of 8,676 square feet designated on the attached Exhibit “B” as
“Phase II” and an undivided one-half interest in the electrical panel room of
368 square feet designated on the attached Exhibit B as “Shared Space.” Sublessee
will at its expense construct the following alterations and improvements: construct a
wall on the east side of Phase II to separate Phase II from the Sublessor’s space
with standard framing/drywall construction compatible with the construction and materials
already in place in the space, including relocation of any existing electrical to new
wall; all utilities to the Phase II space will be separately metered to be billed to
Sublessee; the necessary portion of ceiling tiles now in the Phase II space will be
removed and delivered to Sublessor’s new production area; the ceiling tiles now in
the Sublessor’s new production area will be removed and replace tiles taken from the
Phase II space; construct a wall on the west side of the Shared Space with standard
framing/drywall construction compatible with the construction and materials already in
place in the space allowing access to the Shared Space by both Sublessor and Sublessee,
but maintaining security to the Sublessor’s and Sublessee’s respective areas.  






	  	2.  	  	In
consideration for this Sublease, Sublessee shall pay Sublessor rent:  






	  	  	(a)  	  	for
the Phase I space, in advance on the first day of each and every month, Nine
               Hundred Eighty-Five and 83/100 Dollars ($985.83); commencing on April 1,
2005;  






	  	  	(b)  	  	for
the Phase II space, in advance on the first day of each and every month,
               Seven Thousand Two Hundred Thirty and 00/100 Dollars ($7,230.00)
commencing on                October 1, 2005 or such earlier date as may be agreed
between the parties;  






	  	  	(c)  	  	for
the Shared Space, in advance on the first day of each and every month, One
               Hundred Fifty-Three and 34/100 Dollars ($153.34), commencing on October 1,
2005,                or such earlier date as may be agreed upon by the parties; and  






	  	  	(d)  	  	As
additional rent, Sublessee shall also pay Sublessor the amount charged by the
               Landlord for, or otherwise attributable to, “Operating Expenses” (as
               such term is defined in Section 2.3 of the Lease) for the Phase I and
Phase II                space and for one-half of the Shared Space, in equal monthly
payments during the                term of the subtenancy for each such space.  






	  	  	  	Monthly rents
for the Phase I and Phase II space are calculated using a rent of $10.00 per square foot
per year and for the Shared Space using a rent of $5.00 per square foot per year.  






	  	3.  	  	This
Agreement and the performance of it is conditioned upon the completion of
               all of the following conditions:  






	  	  	(a)  	  	This
Agreement is executed by the Sublessor and Sublessee; and  






	  	  	(b)  	  	The
Consent to Sublease, attached hereto as Exhibit C, is executed by the
               Landlord, Sublessor and Sublessee.  









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	  	4.  	  	The
term of this Sublease shall automatically terminate on the earlier of (i)
               September 30, 2008, or (ii) such date after September 30, 2008 as
Sublessee may                elect (by written notice which, to be effective, must be
received by Sublessor                no later than August 1, 2008), but not to extend
past January 14, 2010.                Sublessee shall have no first right of refusal to
lease any contiguous space in                the Leasehold.  






	  	5.  	  	Sublessee
represents and warrants that it has read the Lease and agrees that:  






	  	  	(a)  	  	The
terms, covenants, promises, and conditions of the Lease are incorporated
               herein, with Sublessee having all of the rights and obligations of the
Tenant                under the Lease, and the Sublessor having all the rights and
obligations of the                Landlord under the Lease; and  






	  	  	(b)  	  	Sublessee
shall perform, with respect to the Premises, all of the obligations of                the
“Tenant” provided for in the Lease, and shall otherwise comply
               with and be bound by all of the terms, covenants, promises, and conditions
of                the Lease and the Consent to Sublease;  






	  	  	(c)  	  	Sublessee
shall comply (without delay) with all reasonable requirements for
               obtaining the Landlord’s consent to this Sublease.  






	  	6.  	  	Sublessor
shall duly observe and perform those obligations imposed upon the                Tenant
under the Lease to the extent that such obligations are not provided in
               this Sublease to be observed or performed by Sublessee, except with
respect to                any failure in such observance or performance which results
from any default by                Sublessee.  






	  	7.  	  	Sublessor
warrants and represents to Sublessee that on the Commencement Date:  






	  	  	(a)  	  	The
Lease is valid and existing, there are no existing defaults on the part of
               the Landlord or the Sublessor with respect thereto, and the Landlord does
not                hold any claim against the Sublessor;  






	  	  	(b)  	  	There
are and will be no contracts for service or otherwise on account of
               maintenance or repairs which expressly or impliedly are or will be binding
upon                Sublessee or upon the Premises.  






	  	8.  	  	Sublessee
shall not make or allow to be made any alterations or physical                additions
in or to the Premises, except as specifically provided herein, without
               first obtaining the written consent of Sublessor, which consent will not
be                unreasonably withheld. Any alterations, physical additions or
improvements to                the Premises made by Sublessee shall be surrendered to
Sublessor upon the                termination of the Sublease. This clause shall not
apply to moveable equipment                or furniture owned by Sublessee which may be
removed by Sublessee at the end of                the term of this Sublease. Sublessee
shall obtain and deliver to Sublessor lien                waivers for all such work, no
later than sixty (60) days after each item of work                is completed.  









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	  	9.  	  	Any
notices shall be in writing and shall be sent by registered or certified
               mail return receipt requested, addressed to the parties at the addresses
               indicated on page one hereof, or such other address as such party has been
               advised of in writing.  






	  	10.  	  	This
Agreement contains the entire agreement and understanding between the
               parties hereto with respect to the Premises, and there are no other terms,
               covenants, obligations, or representations, oral or written, of any kind
               whatsoever.  






	  	11.  	  	This
Agreement shall be binding upon, and shall inure to the benefit of, the
               parties hereto, their respective heirs, executors, administrators,
successors,                and assigns, and may not be revoked or amended, except by
instrument, in                writing, subscribed by the party sought to be charged
therewith.  






	  	12.  	  	This
Agreement shall be interpreted and governed by the laws of the State of
               Minnesota.  






        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date, month,
and year first above written. 


	SUBLESSOR 	SUBLESSEE 
	
INSIGNIA SYSTEMS, INC. 	
VASCULAR SOLUTIONS, INC.
	
By:      /s/ Scott Drill

                                                                          Its:     CEO  	
By:      /s/ Jim Quackenbush

                                                                                   Its:     V.P. of Mfg.
















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