**EXHIBIT 10.33**

 

**LEASE TERMINATION AGREEMENT**

** **

This Lease TerminationAgreement (“Agreement”) is made, entered and effective this 4th day of March,2004, by and between **MANAFORT FAMILY, LLC**, a limited liabilitycompany under and existing by virtue of the laws of the State of Connecticut,the successor in interest to MB Associates, having its principal place ofbusiness at 414 New Britain Avenue, Plainville, Connecticut 06062 (hereinafterreferred to as “Landlord”), and Boston Biomedica, Inc., a corporation incorporatedunder 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 (hereinafterreferred to as “Tenant”).

 

WHEREAS, on the 28thday of July, 1995, the parties entered into a written lease of the propertyknown as 75 North Mountain Road, New Britain, Connecticut, the “Premises”, foran initial term of five (5) years beginning on August 1, 1995 and terminatingon July 31, 2000 ( the “Lease”); and

 

WHEREAS, in accordance withSection 3 of the Lease, Tenant exercised its option to renew the Lease for anadditional term of five (5) years commencing on August 1, 2000 (“LeaseExtension”); and

 

WHEREAS, the parties desireto cancel and terminate the Lease and Lease Extension on the terms andconditions herein provided;

 

NOW, THEREFORE, inconsideration 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 theLease and Lease Extension to Landlord, and Landlord does hereby accept thesurrender of the Premise as of the date of the signing and execution of thisAgreement, and the Lease and Lease Extension shall be and the same are herebycancelled and terminated.

 

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

 

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

 

b.             In the event that Tenant fails orneglects timely to deliver a monthly payment, the Landlord may give writtennotice of default and Landlord shall be entitled to accelerate the entireremaining balance.  Upon notice ofdefault, Tenant shall be liable for interest at the statutory rate forjudgments in Connecticut.  Tenant shallbe liable and responsible for all costs of collection including attorneys’ feesincurred by the Landlord in enforcing its rights under this Agreement and incollecting the unpaid balance.

 

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

 

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

 

5.             **Storage. **Aspart of the consideration and during such time that Tenants timely pays theinstallments and without creating a new tenancy, the Tenant is authorized tostore medical records and miscellaneous furniture, at Tenant’s own risk, in thebasement of the Premises until May 31, 2004 at no additional charge or rent.  Tenant shall maintain sufficient insurancecoverage for all loss, damage or destruction of such medical records andmiscellaneous furniture and save and hold Landlord harmless from any suchclaims. Should Tenant not remove such records and miscellaneous furniture on orbefore May 31, 2004, the Landlord is authorized to remove and relocate ordispose of such records and miscellaneous furniture at the Tenant’s expense andTenant shall be liable to Landlord for all related costs and expenses incurredwith regard to removal, relocation and

 

1

----

 

disposal,including substitute storage charges and transportation charges incurred byLandlord.  Tenant certifies that allmedical waste has been removed from the premises at or before the date ofsurrender of the Premises.

 

6.             **Utilities.** Upon timely surrender of the Premises Landlord agrees that the expensefor the utilities serving the Premises will revert to Landlord.  Tenant certifies that it has timely paid forall utility services as required by the Lease and Lease Extension up to thedate of surrender.

 

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

 

8.             **Laws**.**     **ThisAgreement shall be subject to and interpreted in accordance with the laws ofthe State of Connecticut.

 

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

 

IN WITNESS WHEREOF, theparties hereto have executed this Agreement on the day and year first abovewritten.

 
|     | **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 ofMarch, 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 theforegoing instrument for the purposes therein contained, as his free act anddeed, and the free act and deed of said limited liability company.

 

IN WITNESS WHEREOF, I hereunto set my handand official seal.

 

 
|   |          |   |
|--------|---------------|--------|
|   | Notary Public |

 

2

----

 
| STATE OF  |   |   | )   |   |   |   |
|-----------|--------|--------|-----|--------|--------|--------|
|      |   | )      | ss: |   |   |   | March 4, 2004 |
| COUNTY OF |   |   | )   |   |   |   |
|           |        |        |     |        |        |        |  |  |  |

 

On this the 4th day ofMarch, 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 theforegoing instrument for the purposes therein contained, as his free act anddeed, and the free act and deed of said corporation

 

IN WITNESS WHEREOF, I hereunto set my handand official seal.

 

 
|   |          |   |
|--------|---------------|--------|
|   | Notary Public |

 

3

----