EX-10.6






Exhibit 10.6




RESIDENTIAL LEASE AGREEMENT




     THIS RESIDENTIAL LEASE AGREEMENT (“Lease”) is made and entered into as of the 1 day of
January, 2007, by and between Armor World LLC, a Florida limited liability company, hereinafter
referred to as “Lessor”, and PROTECTIVE PRODUCTS INTERNATIONAL, INC., hereinafter referred to as
“Lessee”. [7115 Spyglass Ave. Parkland, FL 33076]



     Lessor, for and in consideration of the covenants, agreements and conditions herein contained,
on the part of the Lessee to be kept and performed, does hereby demise and lease to Lessee, and
Lessee does hereby lease from Lessor, that certain property located in Broward County, Florida
having an address of: Florida (sometimes referred to herein as the
“demised premises”).



     1. Rent and Term. The term of this Lease shall be twelve (12) months commencing on
the 1st day of January, 2007 and terminating on the 31st day of December,
2007, unless sooner terminated or otherwise extended as hereinafter provided. For the term of this
Lease, the Lessee agrees to pay to the Lessor rent in the total sum of Sixty Two Thousand Four
Hundred and 00/00 Dollars ($62,400.00) which sum shall be payable in equal monthly installments of
Five Thousand Two Hundred and 00/00 Dollars ($5,200.00), together with any and all state or local
sales taxes then applicable. The rent shall be payable to the Lessor in advance, on the first
(1st) day of each month commencing with January 1, 2007 and with the last payment being
due on December 1, 2007. Rent for any partial month at the beginning or end of the term of the
Lease shall be pro-rated based on the actual number of days in such month. Payments shall be
mailed to the Lessor at 530 Sawgrass Corporate Parkway, Sunrise, Florida 33325, or such other
address as is most recently noticed by Lessor to Lessee. If the Lease is cancelled for the
Lessee’s default, the Lessee shall not be entitled to the return of any part of the rent paid.



     2. Security Deposit. Lessee shall deposit with Landlord the sum of $-0- to be held as
a security deposit. This security deposit shall be returned to Lessee upon expiration of the term
of this lease, provided the demised premises are returned to the Lessor in good condition and the
Landlord has complied with all of her obligations hereunder, failing which the parties acknowledge
and agree Lessor shall keep and maintain such sum and Lessee hereby quit-claims any and all
interest thereto.



     3. Occupancy and Use of Premises. The demised premises shall be occupied only by
guests and invitees of Lessee. The demised premises shall be possessed, occupied and utilized
solely for the purposes of a private dwelling and for no other purpose. Lessee shall abide by and
comply with all rules and regulations now or hereafter promulgated by Lessor or the homeowners’
association to which the demised premises belong, if any, and shall abide by and comply with all
applicable ordinances and laws of all governmental entities, whether federal, state, or local,
relating to the demised premises. Lessee shall neither permit nor commit any immoral, unlawful or
improper practice or act in or upon the demised premises. Lessee shall avoid doing anything that
would hamper, disturb, or interfere with the quiet and peaceful enjoyment of others in the area of
the demised premises.



 









 





     4. No Additions or Alterations Permitted. Lessee shall not make any changes or
alterations in and upon the demised premises of any nature whatsoever, without having first
obtained written consent from Lessor. Lessor may remove or change any addition or alteration made
by Lessee without Lessor’s prior written consent at Lessee’s sole cost and expense, which charge
shall be paid by Lessee upon demand.



     5. Indemnification. Lessee hereby releases Lessor from any and all claims arising
from any defect in the condition of the demised premises, or any property of Lessor or Lessee
therein. Lessor shall not be liable for, and Lessee hereby for themselves, their invitees and
licensees, indemnifies and holds harmless Lessor from any and all claims or losses, damages or
injuries of any nature whatsoever to person or property resulting or arising in any way from the
occupancy and use of the demised premises and the property of which said premises are a part. More
particularly, and without limiting the foregoing, Lessor shall not be liable to Lessee for any
damages or injuries to Lessee or their property, including damages resulting from plumbing,
electrical insulation or wiring installations, gas lines, steam lines, or water lines, or from the
clogging or backing up of any downspout or sewer pipes, or by reason of breaking or bursting or
running of any water receptacle, tank, tub, drain or any other pipe or tank, in and upon or about
the demised premises.



     6. Repairs. By taking of possession of the demised premises, Lessee acknowledges and
agrees that the demised premises are in all respects in good condition. Lessee shall take good
care of the demised premises and shall keep the said premises in a good state of repair and in a
sightly, healthy and clean condition so as to comply with all rules and regulations of Broward
County, and all ordinances, laws and statutes of any and all governmental entities, whether
federal, state or local. In the event of termination of this Lease, whether because of expiration
of the term or for any other reason, Lessee shall yield up said premises to Lessor in the same
condition as the same existed on the day of commencement of the term of this Lease, reasonable wear
and tear excepted. Lessee shall make all repairs in and about the demised premises as and when
needed as a result of misuse, damage or neglect by Lessee, in order to preserve them in good
condition. Such repairs shall be in the quality and class equal to the original work. Lessee
shall refrain from applying paste or wallpaper or anything to the walls of the demised premises
without first obtaining the written consent of the Lessor therefor. In the event that the Lessee
fails or refuses to keep and perform the covenants and agreements contained in this paragraph,
Lessor may, at its option, by and through its agents and servants, enter the demised premises for
and in behalf of Lessee to keep and perform said undertaking, without such entry affecting the
tenancy or terminating this Lease or Lessee’s occupancy of the demised premises. In such event
Lessee shall reimburse Lessor the cost and expense incurred thereby, which said reimbursement shall
be due and payable by Lessee immediately upon demand therefor. All appliances supplied by Lessor
in the residence during the term of this Lease are to be repaired at the Lessee’s expense.



     7. Assignments and Subleasing. Lessee shall neither sublet the demised premises or
any part thereof nor assign this Lease or any interest therein, nor permit this Lease or any
interest to become transferred by operation of law or otherwise, without first obtaining in each
case, the prior written consent of Lessor, which consent may be withheld in the sole discretion of
Lessor.



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     8. Extension Terms. The term of this Lease shall automatically extend for successive
periods of twelve (12) months each (each an “Extension Term”), unless either party hereto gives
written notice to the other, at least sixty (60) days prior to the expiration of the then current
term of the Lease, stating that the term of the Lease shall expire upon the expiration of the then
current term of the Lease, in which case, if such written notice is timely given, the term of the
Lease will expire on the last day of the then current term of the Lease. All of the terms and
conditions set forth herein shall remain in force and effect during each Extension Term.
Notwithstanding anything in this Lease to the contrary, in the event that Lessor intends to sell
the demised premises, Lessor may terminate the term of the Lease at the closing of such sale,
provided that Lessor has given Lessee at least thirty (30) days prior written notice of such
closing. Provided further, either party may at any time, terminate this Lease on thirty (30) days
prior written notice.



     9. Entry to Lessor. Lessor, its servants, agents and employees, may at any time,
without the consent of Lessee, enter in and upon and have free access to the demised premises for
the purpose of examining the same, to make such alteration or repairs as the Lessor may see fit to
make, or to exhibit the premises to a prospective tenant or purchaser, provided that Lessor shall
only cause the demised premises to be shown to a prospective tenant or purchaser during the last
sixty (60) days of the term of the Lease, or the applicable Extension Period. Such entrance,
access and visitation shall be at a reasonable time and upon reasonable notice. Lessee shall at
all times provide Lessor with a key to the demised premises.



     10. Destruction by Casualty. In the event that the demised premises may be rendered
untenantable by reason of fire, explosion, or any other casualty, Lessor may, at its option, either
repair the said premises to make same tenantable within sixty day (60) thereafter, or may, at its
option terminate this Lease. In either event, Lessor shall give Lessee twenty (20) days’ notice in
writing of Lessor’s intention to repair or terminate this Lease. If Lessor elects to repair the
damaged premises, Lessor shall proceed with due diligence and Lessee’s rent for that period of time
during which said premises are or remain untenantable shall be apportioned provided that such
damage did not result from the fault or negligence of Lessee. In the event that the demised
premises be damaged by reason of fire, explosion or other casualty, but are not rendered
untenantable thereby, rental shall not cease or be abated during the period prior to repair of said
damage.



     11. Subordination. This Lease is hereby expressly made subject and subordinate to all
mortgages which now or hereafter affect or become a lien upon the real property of which the
demised premises forms a part, and to any renewals, modifications, replacements or extensions
thereof. In the event a written instrument by Lessee is requested to further effectuate the
purposes of this paragraph, Lessee does hereby constitute and appoint Lessor, irrevocably as
Lessee’s attorney in fact, to execute any certificate or certificates for and on behalf of Lessee
in order to fully effectuate the intent of this paragraph.



     12. Eminent Domain. In the event the whole or any part of the demised premises shall
be taken or condemned by any competent authority for any public use or purpose, then this Lease and
the tenancy of Lessee shall terminate without any liability of Lessor in the premises, and upon
such election Lessee waives their right to claim any award of compensation thereof by virtue of
said condemnation for any reason whatsoever.



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     13. Notices. All notices given by either party hereto to the other shall be in
writing and either personally delivered or mailed by placing a properly sealed envelope, certified
mail, postage prepaid, in the United States mail properly addressed to the Lessee at the address of
the demised premises and to the Lessor at the address specified herein to which rent is sent, or
such other address for notices as is provided in writing to the other party hereto in the manner
provided herein.



     14. Default, Remedies. If Lessee defaults in the payment of rent when due, or in the
performance of any agreement, covenant or condition of this Lease, or abandons or vacates the
demised premises prior to the end of the term of the Lease, then Lessor may at any time thereafter,
with or without notice or demand and without limiting Lessor in the exercise of any right or remedy
which Lessor may have by reason of such default or breach:



          (a) accelerate the rent for the term which would remain hereunder but for the default of the
Lessee, and terminate Lessee’s right to possession of the demised premises by any lawful means, in
which case this Lease shall terminate and Lessee shall immediately surrender possession of the
demised premises to Lessor. In such event, Lessor shall be entitled to recover from Lessee all
damages incurred by Lessor by reason of Lessee’s default, including, but not limited to, the cost
of recovering possession of the demised premises, expenses of reletting, reasonable attorneys’
fees, any real estate commission actually paid, and any unpaid rent for the balance of the current
term less the amount of rental actually received by Lessor;



          (b) maintain Lessee’s right to possession, in which case this Lease shall continue in effect
whether or not Lessee shall have abandoned the demised premises. In such event, Lessor shall be
entitled to enforce all of Lessor’s rights and remedies under this Lease, including the right to
recover the rent as it becomes due hereunder;



          (c) pursue any other remedy now or hereafter available to Lessor under the law.



     In the event of assignment for the benefit of his creditors or the adjudication of Lessee in
bankruptcy, either as a result of voluntary or involuntary petition, at the Lessor’s option the
term of this Lease shall terminate, and this Lease shall thereupon be cancelled and become of no
further force and effect. Lessee hereby waives and renounces any and all homestead and exemption
rights he may now have or hereafter acquire as against payment of rent hereunder, or any other
obligation or damage that may accrue under the terms of this Lease.



     15. Utility Expenses. Lessee shall pay all charges for water, gas, electric and other
utilities imposed on the demised premises during the term of this Lease. In the event such charges
are not timely paid, Lessor may, but shall not be obligated to, make any such payments, in which
event Lessee shall promptly reimburse Lessor such amounts, together with interest from the date
paid by Lessor at the rate of 12% per annum.



     16. Time of the Essence. Lessor and Lessee herein expressly acknowledge and agree
that time is of the essence of this Lease.



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     17. Telephone Number. Lessee will provide the Lessor with a current telephone number
of the telephone located on the demised premises, and with updated numbers as may be necessary from
time to time.



     18. Late Payment. In the event that Lessee is more than five (5) days late in the
payment of any monthly rental installment, or any portion of any rental installment, Lessee agrees
to pay a late fee in the amount of Fifty Dollars and 00/00 ($50.00) for each such occurrence. In
the event that a check is returned from the Lessee’s bank as NSF then the Lessor shall charge the
Lessee 15% on the amount of the dishonored check. This charge shall be in addition to any late
charges assessed against the Lessee. This clause shall not be considered a waiver of the Lessor’s
right to pursue the other remedies in the event of a default or failure to make payments in
accordance with the terms and conditions of this Lease.



     19. Insurance. During the term of this Lease, Lessee shall maintain homeowner’s
insurance insuring the buildings and improvements on the demised premises and the contents thereof
and liability insurance in respect of any injury to persons or damage to property occurring on or
at the demised premises, in such amounts and with such companies as shall be approved by Lessor.
All liability insurance shall name Lessor as an additional insured and all casualty insurance for
the buildings and improvements on the demised premises shall name Lessor as the sole loss payee.



     20. Attorneys’ Fees. In the event of a dispute arising out of or in connection with
this Lease, the prevailing party shall be entitled to its reasonable attorneys’ fees and
disbursements, including fees and disbursements on appeal.



     21. Approval. In the event that this Lease must be approved by a homeowners’
association, Lessee agrees to make immediate application and pay all application fees.



     22. Miscellaneous. All covenants, promises, and agreements set forth in this Lease
shall be binding upon, and apply to and inure to the benefit of the parties hereto, and their
respective heirs, executors, administrators, successors and permitted assigns. The paragraph
captions are for convenience of reference only and shall not be construed as adding meaning to this
agreement. All rights and remedies herein created for the benefit of Lessor are cumulative and
resort to any remedy shall not be construed to be an election of remedies on the part of Lessor or
to exclude or prevent Lessor’s resort to any other remedy provided in this Lease or at law or in
equity. This Lease may be signed in counterparts, all of which together shall be considered one
agreement.



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     IN WITNESS WHEREOF, Lessee and Lessor have set their hands and seals the day and year first
above written.



	 	 	 
	WITNESSES:

	 	LESSEE:
	 
	 	 
	 

	 	PROTECTIVE PRODUCTS
	 

	 	INTERNATIONAL, INC.,
	 
	 	 
	[Witness
signature]

	 	By: /s/ Delia Amador
	 	 	 
	 

	 	Title: Controller
	 

	 	 


	 
	 	 
	 
	 	 
	 

	 	LESSOR:
	 
	 	 
	 

	 	ARMOR WORLD LLC, a Florida
	 

	 	limited liability company
	 
	 	 
	[Witness
signature]

	 	By: /s/ Stephen Giordanella
	 

	 	 


	 

	 	Title: Sole Member
	 	 	 






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