EXHIBIT 10.33


 


LEASE TERMINATION AGREEMENT


 


This Lease Termination
Agreement (“Agreement”) is made, entered and effective this 4th day of March,
2004, by and between MANAFORT FAMILY, LLC, a limited liability
company under and existing by virtue of the laws of the State of Connecticut,
the successor in interest to MB Associates, having its principal place of
business at 414 New Britain Avenue, Plainville, Connecticut 06062 (hereinafter
referred to as “Landlord”), and Boston Biomedica, Inc., a corporation incorporated
under and existing by virtue of the laws of the Commonwealth of Massachusetts,
and the successor in interest to BBI-North American Clinical Laboratories,
Inc., having a present principal place of business at 375 West Street  West Bridgewater MA 02379 (hereinafter
referred to as “Tenant”).


 


WHEREAS, on the 28th
day of July, 1995, the parties entered into a written lease of the property
known as 75 North Mountain Road, New Britain, Connecticut, the “Premises”, for
an initial term of five (5) years beginning on August 1, 1995 and terminating
on July 31, 2000 ( the “Lease”); and


 


WHEREAS, in accordance with
Section 3 of the Lease, Tenant exercised its option to renew the Lease for an
additional term of five (5) years commencing on August 1, 2000 (“Lease
Extension”); and


 


WHEREAS, the parties desire
to cancel and terminate the Lease and Lease Extension on the terms and
conditions herein provided;


 


NOW, THEREFORE, in
consideration of the payments and mutual covenants of the respective parties,
it is agreed:


 


1.             Surrender. 
Tenant does hereby surrender possession of the Premises described in the
Lease and Lease Extension to Landlord, and Landlord does hereby accept the
surrender of the Premise as of the date of the signing and execution of this
Agreement, and the Lease and Lease Extension shall be and the same are hereby
cancelled and terminated.


 


2.             Consideration.  For and in consideration of the foregoing surrender and
acceptance and termination of Lease and Lease extension, Tenant concurrently
herewith does hereby agree to pay to Landlord a lease buyout amount of One
Hundred Fourteen Thousand Two Hundred Four ($114,204.00) Dollars on the
following schedule:


 


a.             The sum of $12, 689.34 at the time
of signing this Agreement and the remaining balance to be paid in monthly
installments on the first day of each consecutive month starting April 1, 2004
in the principal amount of $12,689.34, for a total of nine (9) equal
payments.  Time is of the essence.


 


b.             In the event that Tenant fails or
neglects timely to deliver a monthly payment, the Landlord may give written
notice of default and Landlord shall be entitled to accelerate the entire
remaining balance.  Upon notice of
default, Tenant shall be liable for interest at the statutory rate for
judgments in Connecticut.  Tenant shall
be liable and responsible for all costs of collection including attorneys’ fees
incurred by the Landlord in enforcing its rights under this Agreement and in
collecting the unpaid balance.


 


3.             Deposits. 
Tenant acknowledges and certifies that the Landlord has not held any
security deposits and as a result none need be refunded.


 


4.             February Rent. 
Landlord acknowledges that Tenant has paid the February 2004
rent.


 


5.             Storage.  As
part of the consideration and during such time that Tenants timely pays the
installments and without creating a new tenancy, the Tenant is authorized to
store medical records and miscellaneous furniture, at Tenant’s own risk, in the
basement of the Premises until May 31, 2004 at no additional charge or rent.  Tenant shall maintain sufficient insurance
coverage for all loss, damage or destruction of such medical records and
miscellaneous furniture and save and hold Landlord harmless from any such
claims. Should Tenant not remove such records and miscellaneous furniture on or
before May 31, 2004, the Landlord is authorized to remove and relocate or
dispose of such records and miscellaneous furniture at the Tenant’s expense and
Tenant shall be liable to Landlord for all related costs and expenses incurred
with regard to removal, relocation and


 


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disposal,
including substitute storage charges and transportation charges incurred by
Landlord.  Tenant certifies that all
medical waste has been removed from the premises at or before the date of
surrender of the Premises.


 


6.             Utilities. 
Upon timely surrender of the Premises Landlord agrees that the expense
for the utilities serving the Premises will revert to Landlord.  Tenant certifies that it has timely paid for
all utility services as required by the Lease and Lease Extension up to the
date of surrender.


 


7.             Release. 
Except for the obligations under this Agreement the respective parties
hereby release one another from any and all claims that either party may have
against the other for any manner or thing arising out of or relating to the
Lease and Lease Extension with regard 
to possession of the demised Premises by Tenant.


 


8.             Laws.      This
Agreement shall be subject to and interpreted in accordance with the laws of
the State of Connecticut.


 


9.             Notices.  
Notices and any communications between the parties shall be addressed to
the parties at the addresses identified in the preamble, unless a party
provides written notice to the other of a substitute address.


 


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


 


	
   

  	
  LANDLORD

  
	
  Witness:

  	
  Manafort Family, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ James A. Manafort, Jr.

  	
   

  
	
   

  	
   

  	
  James A. Manafort, Jr.

  
	
   

  	
   

  	
  Its duly authorized
  Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT

  
	
  Witness:

  	
  Boston Biomedica, Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kevin W. Quinlan

  	
   

  
	
   

  	
   

  	
  Kevin W. Quinlan

  
	
   

  	
   

  	
  Its duly authorized
  President

  
	
   

  	
   

  	
  and Chief Operating
  Officer

  
	
   

  	
   

  	
   

  	
   

  
							



 


	
  STATE OF CONNECTICUT

  	
  )

  	
   

  	
   

  	
   

  
	
   

  	
  )

  	
  ss:  Plainville

  	
   

  	
  March 4, 2004

  
	
  COUNTY OF HARTFORD

  	
  )

  	
   

  	
   

  	
   

  



 


On this the 4th day of
March, 2004, before me, the undersigned officer, personally appeared James A.
Manafort, Jr., who acknowledged himself to be the Manager of Manafort Family,
LLC, and that he as such Manager, being authorized so to do, executed the
foregoing instrument for the purposes therein contained, as his free act and
deed, and the free act and deed of said limited liability company.


 


IN WITNESS WHEREOF, I hereunto set my hand
and official seal.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary Public

  



 


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  STATE OF

  	
   

  	
   

  	
  )

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  )

  	
  ss:

  	
   

  	
   

  	
   

  	
  March 4, 2004

  
	
  COUNTY OF

  	
   

  	
   

  	
  )

  	
   

  	
   

  	
   

  
										



 


On this the 4th day of
March, 2004, before me, the undersigned officer, personally appeared Kevin W.
Quinlan, who acknowledged himself to be the President of Boston Biomedica,
Inc., and that he as such President, being authorized so to do, executed the
foregoing instrument for the purposes therein contained, as his free act and
deed, and the free act and deed of said corporation


 


IN WITNESS WHEREOF, I hereunto set my hand
and official seal.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary Public

  



 


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