ex10-40.htm


    
      

    

    Exhibit
10.40

    STANDARD
FORM COMMERCE LEASE


    
      


      
        	
                1.

              	
                PARTIES

                 (fill
      in)

              	
                LESSOR,
      which expression shall
      include           
      its     heirs, successors, and assigns
      where the context so admits, does hereby lease to NEEDLETECH PRODUCTS,
      INC., a Massachusetts corporation with a regular place of business
      at 81 West Street, Attleboro, MA 02703

              
	 
      	 
      	 
      
	
                2.

              	
                PREMISES
      (fill
      in and include, if
      ap-plicable,

                suite number,
      floor

              	
                LESSEE,
      which expression shall include its successors, executors, administrators,
      and assigns where the context so admits, and the
      LESSEE hereby leases the following described
    premises;

              
	 
      	number and square
      feet	
                45
      John Williams St., Attleboro, MA 02703

              
	 
      	 
      	 
      
	 
      	 
      	
                11,325
      SQUARE FOOT, SINGLE STORY, CONCRETE BLOCK MANUFACTURING BUILDING WITH
      MEZZANINE, FULLY AIR-CONDITIONED ON A 24,000 SQUARE FOOT LOT THE DEED TO
      WHICH MAY BE FOUND AT BOOK 138989, PAGE 22 IN THE BRISTOL COUNTY N.D.
      REGISTRY OF DEEDS

              
	 
      	 
      	 
      
	 
      	 
      	
                together
      with the right to use in common, with others entitled thereto, the
      hallways, stairways, and elevators, necessary for access to said leased
      premises and lavatories nearest thereto.

              
	 
      	 
      	 
      
	
                3.

              	
                TERM

                (fill
      in)

              	
                The
      term of this lease shall be
      for         FIVE YEARS Commencing
      on         APRIL,
      2006         and
      ending on      MAY,
  2011

              
	 
      	 
      	 
      
	
                4.

              	
                RENT

                (fill
      in)

              	
                The
      LESSEE shall pay to the LESSOR fixed rent at the rate of $66,000.00 per
      year, payable in advance in monthly installments of $5,500.00, subject to
      proration in the case of any partial calendar month.  All rent
      shall be payable without offset or deduction.

              
	 
      	 
      	 
      
	
                5.

              	
                SECURITY

                DEPOSIT

                (fill
      in)

              	
                Upon
      the execution of this lease, the LESSEE shall pay to the LESSOR the amount
      of DNA dollars, which shall be held as a security for the LESSEE’s
      performance as herein provided and refunded to the LESSEE at the end of
      this lease, without interest, subject to the LESSEE’s satisfactory
      compliance with the conditions hereof.

              
	 
      	 
      	 
      
	
                6.

              	
                RENT

                ADJUSTMENT

              	
                N/A

              
	 
      	 
      	 
      	 
      
	 
      	
                A.

              	
                TAX

                ESCALATION

                (fill
      in or delete)

              	
                N/A

              
	 
      	 
      	 
      	 
      
	 
      	
                B.

              	
                OPERATING

                COST

                ESCALATION

                (fill
      in or delete)

              	
                N/A

              
	 
      	 
      	 
      	 
      
	 
      	
                C.

              	
                CONSUMER

                PRCE

                ESCALATION

                (fill
      in or delete)

              	
                (1)
      LESSEE agrees that in the event the “Consumer Price Index for Urban Wage
      Earners and Clerical Workers, U.S. City Average, All Items (1982-84=100)”
      (hereinafter referred to as the “Price Index”) published by the Bureau of
      Labor Statistics of the United States Department of Labor, or any
      comparable successor or substitute index designated by the LESSOR,
      appropriately adjusted, reflects an increase in the cost of living over
      and above the cost of living as reflected by the Price Index for the month
      of MAY, 2007 (hereinafter called the “Base Price Index”), the fixed rent
      shall be adjusted in accordance with sub-paragraph (2) of this
      Article.

              
	 
      	 
      	 
      	 
      
	
                7.

              	
                UTILITIES

              	
                The
      LESSEE shall pay, as they become due, all bills for electricity and other
      utilities (whether they are used for furnishing heat or other purposes)
      that are furnished to the leased premises and presently separately
      metered, and all bills for fuel furnished to a separate tank servicing the
      leased premises exclusively.  The LESSOR agrees to provide all
      other utility service and to furnish reasonably hot and cold water and
      reasonable heat and air conditioning* (except to the extent that the same
      are furnished through separately metered utilities or separate fuel tanks
      as set forth above) to the leased premises, the hallways, stairways,
      elevators, and lavatories during normal business hours on regular business
      days of the heating and air conditioning* seasons of each year, to furnish
      elevator service and to light passageways and stairways during business
      hours, and to furnish such cleaning service as is customary in similar
      buildings in said city or town, all subject to interruption due* to any
      accident, to the making of repairs, alterations, or improvements, to labor
      difficulties, to trouble in obtaining fuel, electricity, service, or
      supplies from the source from which they are usually obtained for said
      building, or to any cause beyond the LESSOR’s control.

              
	
                *delete
      “air conditioning”

                if
      not applicable

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 
      	 
      	
                LESSOR
      shall have no obligation to provide utilities or equipment other than the
      utilities and equipment with the premises as of the commencement date of
      this lease.  In the event LESSEE requires additional utilities
      or equipment, the installation and maintenance thereof shall be in
      LESSEE’s sole obligation, provided that such installation shall be subject
      to the written consent of the LESSOR.

              
	 
      	 
      	 
      
	
                8.

              	
                USE
      OF LEASED

                PREMISES

                (fill
    in)

              	
                The
      LESSEE shall use the leased premises only for the purpose of MANUFACTURING
      NEEDLES AND RELATED PRODUCTS.

              
	 
      	 
      	 
      
	
                9.

              	
                COMPLIANCE

                WITH
      LAWS

              	
                The
      LESSEE acknowledges that no trade or occupation shall be conducted in the
      leased premises or use made thereof which will be unlawful, improper,
      noisy or offensive, or contrary to any law or any municipal by-law or
      ordinance in force in the city or town in which the premises are
      situated.  Without limiting the generality of the foregoing (a)
      the LESSEE shall not bring or permit to be brought or kept in or on the
      leased premises or elsewhere on the LESSOR’s property any hazardous,
      toxic, inflammable, combustible or explosive fluid, material, chemical or
      substance, including without limitation any item defined as hazardous
      pursuant to Chapter 21E of the Massachusetts General Laws; and (b) the
      LESSEE shall be responsible for compliance with requirements imposed by
      the Americans with Disabilities Act relative to the layout of the leased
      premises and any work performed by the LESSEE therein.

              
	 
      	 
      	 
      
	
                10.

              	
                FIRE
      INSURANCE

              	
                The
      LESSEE shall not permit any use of the leased premises which will make
      voidable any insurance on the property o which the leased premises are a
      part, or on the contents of said property or which shall be contrary to
      any law of regulation from time to time established by the New England
      Fire Insurance Rating Association, or any similar body succeeding to its
      powers.  The LESSEE shall on demand reimburse the LESSOR, and
      all other tenants, all extra insurance premiums caused by the LESSEE’s use
      of the premises.

              
	 
      	 
      	 
      
	
                11.

              	
                MAINTENANCE

              	
                The
      LESSEE agrees to maintain the leased premises in good condition, damage by
      fire and other casualty only excepted, and whenever necessary, to replace
      plate glass and other glass therein, acknowledging that the leased premise
      are now in good order and the glass whole.  The LESSEE shall not
      permit the leased premises to be overloaded, damaged, stripped, or
      defaced, nor suffer any waste.  LESSEE shall obtain written
      consent of LESSOR before erecting any sign on the
  premises.

              
	 
      	
                A.

              	
                LESSEE’S

              	 
      
	 
      	 
      	
                OBLIGATIONS

              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                B.

              	
                LESSOR’S

              	
                The
      LESSOR, agrees to maintain the structure of the building of which the
      leased premises are a part in the

              
	 
      	 
      	
                OBLIGATIONS

              	
                condition
      as it is at the commencement of the term or as it may be put in during the
      term of this lease, reasonable wear and tear, damage by fire and
      other  casualty only excepted, unless such maintenance is
      required because of the LESSEE or those of whose conduct the LESSEE is
      legally reasonable.

              
	 
      	 
      	 
      	 
      
	
                12.

              	
                ALTERATIONS
      -

                ADDITIONS

              	
                The
      LESSEE shall not make structural alterations or additions to the leased
      premises, but may make non-

                structural
      alterations provided the LESSOR consents thereto in writing, which consent
      shall not be unreasonably withheld or delayed.  All such allowed
      alterations shall be at LESSEE’s expense and shall be in quality at least
      equal to the present construction.  LESSEE shall not permit any
      mechanics’ liens, or similar liens, to remain upon the leased premises for
      labor and materials furnished to LESSEE or claimed to have been furnished
      to LESSEE in connection with work of any character performed or claimed to
      have been performed at the direction of LESSEE and shall cause any such
      lien to be released of record forthwith without cost to
      LESSOR.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Any
      alternations or improvements made by the LESSEE shall become the property
      of the LESSOR at the termination of occupancy as provided
      herein.

              
	 
      	 
      	 
      	 
      
	
                13.

              	
                ASSIGNMENT
      -

                SUBLEASING

              	
                The
      LESSEE shall not assign or sublet the whole or any part of the leased
      premises without LESSOR’s prior

                written
      consent.  Notwithstanding such consent, LESSEE shall remain
      liable to LESSOR for the payment of all rent and for the full performance
      of the covenants and conditions of this lease.

              
	 
      	 
      	 
      	 
      
	
                14.

              	SUBORDINATION	
                This
      lease shall be subject and subordinate to any and all mortgages, deeds of
      trust and other instruments in the nature of a mortgage, now or at any
      time hereafter, a lien or liens on the property of which the leased
      premises are a part and the LESSEE shall, when requested, promptly execute
      and deliver such written instruments as shall be necessary to show the
      subordination of this lease to said mortgages, deeds of trust or other
      such instruments in the nature of a mortgage, deeds of trust or other such
      instruments in the nature of a
mortgage.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                15.

              	
                LESSOR’S

                ACCESS

              	
                The
      LESSOR or agents of the LESSOR may, at reasonable times, enter to view the
      leased premises and may remove placards and signs not approved and affixed
      as herein provided, and make repairs and alterations as LESSOR should
      elect to do and may show the leased premises to others, and at any time
      within three (3) months before the expiration of the term, may affix to
      any suitable part of the leased premises a notice for letting or selling
      the leased premises or property of which the leased premises are a part
      and keep the same so affixed without hindrance or
    molestation.

              
	 
      	 
      	 
      	 
      
	
                16.

              	
                INDEMNIFICATION

                AND
      LIABILITY

                (fill
      in)

              	
                The
      LESSEE shall save the LESSOR harmless from all loss and damage occasioned
      by anything occurring

                on
      the leased premises unless caused by the negligence or misconduct of the
      LESSOR, and from all loss

                damage
      wherever occurring occasioned by any omission, fault, neglect or other
      misconduct of the LESSEE.  The removal of snow and ice from the
      sidewalks bordering upon the leased premises shall be LESSEE’S
      responsibility.

              
	 
      	 
      	 
      	 
      
	
                17.

              	
                LESSEE’S

                LIABILITY

                INSURANCE

                (fill
in)

              	
                The
      LESSEE shall maintain with respect to the leased premises and the property
      of which the leased premises are part comprehensive public liability
      insurance in the amount of $1,000,000.00 with property damage insurance in
      limits of $500,000.00 in responsible companies qualified to do business in
      Massachusetts and in good standing therein insuring the LESSOR as well as
      LESSEE against inquiry to persons or damage to property as
      provided.  The LESSEE shall deposit with the LESSOR certificates
      for such insurance at or prior to the commencement of the term, and
      thereafter within thirty (30) days prior to the expiration of any such
      policies.  All such insurance certificates shall provide that
      such policies shall not be cancelled without at least ten (10) days prior
      written notice to each assured named therein.

              
	 
      	 
      	 
      	 
      
	
                18.

              	
                FIRE

                CASUALTY
      -

                EMINENT

                DOMAIN

              	
                Should
      a substantial portion of the leased premises, or of the property of which
      they are a part, be substantially damaged by fire or other casualty, or be
      taken by eminent domain, the LESSOR may elect to terminate this
      lease.  When such fire, casualty, or taking renders the leased
      premises substantially unsuitable for their intended use, a just and
      proportionate abatement of rent shall be made, and the LESSEE may elect to
      terminate this lease if:

              
	 
      	 
      	 
      	
                (a)

              	
                The
      LESSOR fails to give written notice within thirty (30) days of intention
      to restore leased premises, or

              
	 
      	 
      	 
      	
                (b)

              	
                The
      LESSOR fails to restore the leased premises to a condition substantially
      suitable for their intended use with ninety (90) day of said fire,
      casualty or taking.

              
	 
      	 
      	 
      	
                The
      LESSOR reserves and the LESSEE grants to the LESSOR, all rights which the
      LESSEE may have for damages or injury to the leased premises for any
      taking by eminent domain, except for damage to the LESSEE’s fixtures,
      property, or equipment.

              
	 
      	 
      	 
      	 
      	 
      
	
                19.

              	DEFAULT	
                In
      the event that:

              
	 
      	
                AND
      BANKTUPTCY

                (fill
      in)

              	
                (a)

              	
                The
      LESSEE shall default in the payment of any installment of rent or other
      sum herein specified and such default shall continue for ten (10) days
      after written notice thereof; or

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (b)

              	
                The
      LESSEE shall default in the observance or performance of any other of the
      LESSEE’s Covenants, agreements, or obligations hereunder and such default
      shall not be corrected within thirty (30) days after written notice
      thereof; or

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (c)

              	
                The
      LEESEE shall be declared bankrupt or insolvent according to law, or, if
      any assignment shall be made of LESSEE’s property for the benefit of
      creditors,

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                then
      the LESSOR shall have the right thereafter, while such default continues,
      to re-enter and take complete possession of the leased premises, to
      declare the term of this lease ended, and remove the LESSEE’s effects,
      without prejudice to any remedies which might be otherwise used for
      arrears of rent or other default.  The LESSEE shall indemnify
      the LESSOR against all loss of rent and other payments which the LESSOR
      may incur by reason of such termination during the residue of the
      term.  If the LESSEE shall default, after reasonably notice
      thereof, in the observance or performance of any conditions or covenants
      on LESSEE’s part to be observed or performed under or by virtue of any of
      the provisions in any article of his lease, the LESSOR, without being
      under any obligation to do so and without thereby waiving such default,
      may remedy

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                such
      default for the account and at the expense of the LESSEE.  If
      the LESSOR makes any expenditures or incurs any obligations for the
      payment of money in connection therewith, including but not limited to,
      reasonable attorney’s fees in instituting, prosecuting or defending any
      action or proceeding, such sums paid or obligations insured, with interest
      at the rate of 18 percent per annum and costs, shall be paid to the LESSOR
      by the LESSEE as additional rent.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                20.

              	NOTICE
      (fill
      in)	
                Any  notice
      from the LESSOR to the LESSEE relating to the leased premises or to the
      occupancy thereof, shall be deemed duly served, if left at the leased
      premises addressed to the LESSEE, or if mailed to the leased premises,
      registered or certified mail, return receipt requested, postage prepaid,
      addressed to the LESSEE.  Any notice from the LESSEE to the
      LESSOR relating to the leased premises or to the occupancy thereof, shall
      be deemed duly served, if mailed to the LESSOR by registered or certified
      mail, return receipt requested, postage prepaid, addressed to the LESSOR
      at such address as the LESSOR may from time to time advise in
      writing.  All rent notices shall be paid and sent to the LESSOR
      at:

              
	 
      	 
      	 
      	 
      	 
      
	
                85
      West Street, Attleboro, MA 02703

              
	 
      	 
      	 
      	 
      	 
      
	
                21.

              	SURRENDER	
                The
      LESSEE shall at the expiration or other termination of this lease remove
      all LESSEE’s goods and

                effects
      from the leased premises, (including, without hereby limiting the
      generality of the foregoing, all signs and lettering affixed or painted by
      the LESSEE, either inside or outside the leased
      premises).  LESSEE shall deliver to the LESSOR the leased
      premises and all keys, locks thereto, and other fixtures connected
      therewith and all alternations and additions made to or upon the leased
      premises, in good condition, damage by fire or other casualty only
      excepted.  In the event of the LESSEE’s failure to remove any of
      LESSEE’s property from the premises, LESSOR is hereby authorized, without
      liability to LESSEE for loss or damage thereto, and at the sole risk of
      LESSEE, to remove and store any of the property at LESSEE’s expense, or to
      retain same under LESSOR’s control or to sell at public or private sale,
      without notice any or all of the property not so removed and to apply the
      net proceeds of such sale to the payment of any sum due hereunder, or to
      destroy such property.

              
	 
      	 
      	 
      	 
      	 
      
	
                22.

              	
                BROKERAGE

                (fill
      in or delete)

              	
                N/A

              
	 
      	 
      	 
      	 
      	 
      
	
                23.

              	
                CONDITION
      OF

                PREMISES

              	
                Except
      as may be otherwise expressly set forth herein, the LESSEE shall accept
      the leased premises “as is” in their condition as of the commencement of
      the term of this lease, and the LESSOR shall be obligated to perform no
      work whatsoever in order to prepare the leased premises for occupancy by
      the LESSEE.

              
	 
      	 
      	 
      	 
      
	
                24.

              	
                FORCE

                MAJEURE

              	
                In
      the event that the LESSOR is prevented or delayed from making any repairs
      or performing any other covenant hereunder by reason of any cause
      reasonably beyond the control the LESSOR, the LESSOR shall not be liable
      to the LESSEE therefor nor, except as expressly otherwise provided in case
      of casualty or taking, shall the LESSEE be entitled to any abatement or
      reduction of rent by reason thereof, nor shall the same give rise to a
      claim by the LESSEE that such failure constitutes actual or constructive
      eviction from the leased premises or any part thereof.

              
	 
      	 
      	 
      	 
      
	
                25.

              	
                LATE

                CHARGE

              	
                If
      rent or any other sum payable hereunder remains outstanding for a period
      of ten (10) days, the LESSEE

                shall
      pay to the LESSOR a late charge equal to one and one-half percent (1.5%)
      of the amount due for each month or portion thereof during which he
      arrearage continues.

              
	 
      	 
      	 
      	 
      
	
                26.

              	
                LIABILITY

                OF

                OWNER

              	
                No
      owner of the property of which the leased premises are a part shall be
      liable hereunder except or

                breaches
      of the LESSOR’s obligations occurring during the period of such
      ownership.  The obligations of the

                 LESSOR
      shall be binding upon the LESSOR’s interest in said property, but not upon
      other assets of the LESSOR, and no individual partner, agent, trustee,
      stockholder, officer, director, employee or beneficiary of the LESSOR
      shall be personally liable for performance of the LESSOR’s obligations
      hereunder.

              
	 
      	 
      	 
      	 
      
	
                27.

              	OTHER
      PROVISIONS	
                It
      is also understood and agreed that

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                The
      rent is triple net, so that in addition to the stated rent, the LESSEE
      shall be responsible for all taxes, insurance, utilities, and maintenance
      cost whatsoever as they come due.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        IN
WITNESS HEREOF, the said parties hereunto set their hands and seals this19th day
of April, 2006.

      

      


      
        	
                /s/ Ronald Routhier,
      President

              	
                /s/ Ronald Routhier,
      Member

              
	
                LESSEE

              	
                LESSOR

              
	 
      	 
      
	
                /s/ C. Russell Small,
      V.P.

              	
                /s/ C. Russell Small,
      Member

              
	
                LESSEE

              	
                LESSOR

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      5-22-08

      


      AMENDMENT
TO STANDARD FORM LEASE AGREEMENT

      


      


      PARTIES

      
        	
                Lessor

              	
                Needletech
      Products, Inc.

              
	
                Lessee

              	
                Chartier-Tate
      LLC

              


      

      


      PREMISES

      45 John
Williams Street, Attleboro, MA 02703

      


      TERM

      Commencing
on April 2006 and ending on May 2011, rent payable in monthly installments of
$5,500.

      


      


      WHEREAS,
Chartier-Tate LLC received the amount of $5,190 in security deposits during the
closing process for the above referenced property.

      


      WHEREAS,
Chartier-Tate LLC acknowledges that this security deposit belongs to
Needletech.

      


      NOW
THEREFORE, Section 5, “Security Deposit” of the Lease Agreement is amended to
read that a deposit in the amount of $5,190 was received and the current DNA no
longer applies.

      


      


      
        	
                By:

              	
                /s/ Ronald G.
      Routhier  5-22-08

              	 
      
	 
      	
                 
      Ronald G. Routhier, Member
Chartier-Tate