ex10-20.htm


    Exhibit 10.20

    FIRST AMENDMENT TO
LEASE

    


    This FIRST AMENDMENT TO LEASE (this
“Amendment”) dated as of
March 20, 2008 is entered into by and between BEAR STREET ASSOCIATES, LLC, a
Texas limited liability company (“Landlord”), and AMERICAN MEDICAL TECHNOLOGIES,
INC., a Delaware corporation (“Tenant”).

    


    1.           Recitals.

    


    1.1           Reference
is made to that certain Lease dated April 13, 2006 (as amended from
time-to-time, the “Lease”) between Sepulveda
Group, LLC, a California limited liability company (predecessor-in-interest to
Landlord) and Tenant, pursuant to which Tenant leases from Landlord certain
premises located in Nueces County, Texas, as more specifically described in the
Lease (the “Premises”).  Capitalized
terms used in this Amendment but not defined shall have the meaning given in the
Lease.

    


    1.2           Landlord
has entered into or is contemplating entering into an agreement to sell the real
property on which the Premises is located (the “Property”) to Magnum Oil Tools
or Lynn Frazier (or a party affiliated with one of these parties) (“Buyer”).

    


    1.3           Tenant
has requested that Landlord modify the Lease, and Landlord is willing to so
modify the Lease, upon and subject to the sale of the Property to Buyer and
other terms set forth herein.

    


    1.4           Accordingly,
for good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows.

    


    2.           Amendment.  The
parties agree to amend the Lease as follows.

    


    3.           Effectiveness.  This
Amendment is contingent upon and shall be effective only upon the closing of the
sale of the Property to Buyer as established by the recordation the deed
transferring the Property from Lender to Buyer in the official records of Nueces
County, Texas (the “Sale”).  The “Sale Date” shall be the date
that the deed transferring the Property from Bear Street Associates, LLC to
Buyer is recorded in the official records of Nueces County, Texas.

    


    4.           Early
Termination.  Subject to the closing of the Sale, the Lease
shall terminate on the date (the “Termination Date”) which is
the earlier of (a) thirty (30) days following written notice of termination from
Tenant to the current landlord under the Lease (the “Termination Notice”), or (b)
ninety (90) days after the Sale Date.  In no event may a Termination
Notice be sent prior to the Sale Date.  Landlord shall use
commercially reasonable efforts to provide Tenant with twenty (20) days prior
written notice of the Sale Date.

    


    5.           Obligations
of Tenant.  Nothing in this Amendment shall affect Tenant’s
obligations under the Lease prior to the Termination Date.  Tenant
shall be obligated for the payment of rent, utilities, insurance, real estate
taxes, operating expenses and any other obligation of Tenant under the Lease
through and including the Termination Date.  Without limitation of the
foregoing, from and after the Sale Date, since it is anticipated that this Lease
will be assigned to and assumed by Buyer, upon such assignment and assumption
Buyer shall be the landlord under the Lease and all of Tenant’s obligations
under the Lease from and after that date until the Termination Date, including
without limitation the payment of rent, shall be directed to Buyer.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.           Estoppel.  Tenant
hereby represents, warrants and covenants to Landlord that as of the date
hereof, (a) Tenant has not assigned or transferred the Lease or any interest of
Tenant therein except for that certain Sublease dated August 15, 2006 between
Tenant, as sublandlord and BioFirst Pharmaceuticals, LLC, as subtenant (the
“Sublease”), and will
not assign or transfer the Lease or any interest therein on or prior to the Sale
Date; (b) the Sublease shall terminate automatically upon the early termination
of the Lease pursuant to the terms thereof; (c) Landlord is not in default in
any respect under the Lease; (d) Tenant does not have any defenses to its
obligations under the Lease; (e) there are no offsets or credits against rent
payable under the Lease; and (f) Landlord is holding a Security Deposit under
the Lease in the amount of $20,385.  Tenant acknowledges and agrees
that:  (1) the representations and warranties set forth above
constitute material consideration to Landlord in entering into this Amendment;
(2) these representations and warranties are being made by Tenant for purposes
of inducing Landlord to enter into this Amendment; and (3) Landlord is relying
on such representations in entering into this Amendment.

    


    7.           Release.  For
valuable consideration, and the mutual covenants and agreements contained
herein, and except as to the rights, liabilities, and obligations arising out of
this Amendment, effective as of the date hereof, Tenant fully and forever
releases Landlord, its predecessors, and each of their respective partners,
members, shareholders, officers, directors, employees, agents, attorneys,
investment advisors, portfolio managers, trustees, ancillary trustees,
beneficiaries and their affiliates, successors and assigns and their respective
partners, shareholders, officers, directors, managers and employees, and all
persons acting by, through, under or in concert with them, or any of them
(collectively, “Landlord
Parties”), of and from any and all manner of action or actions, cause or
causes of action, in law or in equity, suits, debts, liens, contracts,
agreements, promises, liability, claims, demands, damages, losses, costs or
expenses of any nature whatsoever, known or unknown, fixed or contingent, which
Tenant has now has or may hereafter have against Landlord Parties, or any of
them, by reason of, arising out of, based upon or relating to any matter, cause
or thing whatsoever occurring prior to the date hereof.

    


    2.           Miscellaneous.  This Amendment
shall be governed by the laws of the State of Texas.  Any action or
proceeding brought by any party hereto which is related to this Amendment shall
be brought in a Federal or State court located within the United States, State
of California and County of Los Angeles, and each party consents to exclusive
venue in the County of Los Angeles.  This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their successors and
assigns.  Time is of the essence with respect to this
Amendment.  In the event of any litigation between the parties hereto
arising out of or related to this Amendment, the prevailing party shall be
entitled to recover from the losing party, its reasonable attorneys’ fees and
costs.  This Amendment may be executed in any number of counterparts,
all of which when taken together shall constitute one and the same
agreement.  Facsimile signatures shall be deemed equivalent to
original signatures.

    


    IN WITNESS WHEREOF, the
parties hereto have executed this Amendment as of the date first above
written.

    


    


    
      	
              “Landlord”

               

              Bear
      Street Associates, LLC,

              a
      Texas limited liability company

               

              By:
      /s/ Robert
      Hayman           

              Name:
      Robert
      Hayman                                                                

              Title:
      Manager                                                               

               

            	
              “Tenant”

               

              American
      Medical Technologies, Inc.,

              a
      Delaware corporation

               

              By:
      /s/ Barbara D.
      Woody          

              Name:
      Barbara D.
      Woody                                                                

              Title: Vice
      President of Administration and
      Finance                                                                

               

            


    

    


    


    
      
        
        

      

      
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