Exhibit 10.45


 


SECOND LEASE MODIFICATION AGREEMENT


 


THIS LEASE EXTENSION AND MODIFICATION
AGREEMENT (the “Agreement”) is made as of April 15,
2003, by and  between PTF FOR OPERATING ENGINEERS, LLC (“Lessor”),
and MONTEREY PASTA COMPANY, a DELAWARE
CORPORATION, (“Lessee”):


 


WITNESSETH


 


WHEREAS, by written
Lease Agreement dated January 1, 2000 (the “Lease”),
Lessor leased to Lessee and Lessee leased from Lessor that part of
the premises commonly known as Space 38, 340
El Camino Real South, situated in the County of Monterey and State of
California, as more fully described in the Lease, for the term, at the rent and
upon the other terms as set forth in the Lease; and later modified and extended
by the “Lease Extension and Modification Agreement” dated January 25, 2002 to
expand the Premises to include Space 35 A and Space 35B for a total of
approximately 87,141 square feet; and


 


WHEREAS, the Lease
shall terminate as of May 31, 2007, and


 


WHEREAS, the parties
now wish to modify the Lease, all as hereinafter provided.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual agreements herein contained and
for other valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, it is hereby mutually agreed as follows:


 


1.                    Expansion:
Effective June 1, 2003 (“Effective Date”) the Premises shall be expanded to add
Space 29A consisting of approximately 10,904 square feet, after which expansion
the Premises shall consist of approximately 98,045 square feet, as outlined in
“Exhibit A” attached hereto.


 


2.                    The
base monthly rent to paid by Lessee to Lessor for the remaining term of the
Lease shall be as follows:


 


June 1, 2003 through May 31, 2004: 
$31,912.00 (Thirty One Thousand Nine Hundred Twelve Dollars and no
cents)


 


June 1, 2004 through May 31, 2005: 
$32,851.00(Thirty Two Eight Hundred Fifty One Dollars and no cents)


 


June 1, 2005 through May 31, 2006: 
$33,833.00(Thirty Three Thousand Eight Hundred Thirty Three Dollars and
no cents)


 


June 1, 2006 through May 31, 2007: 
$34,827.00(Thirty Four Thousand Eight Hundred Twenty Seven Dollars and
no cents)


 


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3.                    Security
Deposit: Security Deposit referenced on Page 1 of the original Lease shall be
increased to $33,095.00.


 


4.                    Lessor
represents and warrants that it has full power and authority to enter into this
Agreement and to modify and extend the Lease and that Lessor does not need the
consent of any lender holding a mortgage or a deed of trust on the Premises or
any other party.


 


5.                    The
Lease, except as herein modified and extended, as in all other respects fully
ratified and confirmed.


 


6.                    Lessee
acknowledges that the premises shall be delivered to Lessee in “as is”
condition.


 


 


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


 


	
   

  	
  Lessor:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PTF for Operating Engineers LLC

  
	
  Witness:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By: McMorgan
  and Company LLC, Its

  Manager

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  /s/ PATRICK
  MURRAY

  	
   

  
	
   

  	
   

  	
  Patrick
  Murray, Senior Vice President

  
	
   

  	
   

  
	
   

  	
  AND

  
	
   

  	
   

  
	
   

  	
  Lessee:

  
	
   

  	
   

  
	
   

  	
  Monterey Pasta Company, a Delaware

  Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ JAMES M.
  WILLIAMS

  	
   

  	
  By:

  	
  /s/ STEPHEN
  L. BRUNKMAN

  	
   

  
	
   

  	
   

  
	
  Its:

  	
  CEO

  	
   

  	
  Its:

  	
  CFO

  	
   

  
	
  (President, Vice President, or Chairman)

  	
  (Secretary, CFO or Treasurer)

  
												



 


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