EXHIBIT 10
SUBLEASE AGREEMENT
THIS SUBLEASE, made as of the 20th day of August, 2004, between
AMERICAN PARA PROFESSIONAL SYSTEMS, INC. (hereinafter called "Sublessor"),
having an office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and AMERICAN
CLAIMS EVALUATION, INC. (hereinafter called "Subtenant"), having an office at
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
WITNESSETH, that the parties hereto agree as follows:
ARTICLE 1
Premises.
1.01. For the purposes of this Sublease, unless the context otherwise
requires:
(a) The term "Underlying Lease" shall mean the lease dated as of
August 20, 1993 between Chasco Company LLC, as landlord ("Landlord"), and
Sublessor, as tenant, as amended by agreements including the Agreement dated as
of August 20, 2004 (the "Latest Amendment"), covering a portion of the third
(3rd) floor (Wing B) as more particularly described in the Underlying Lease (the
"Premises") in the building (the "Building") known as One Jericho Plaza, New
York.
(b) The term "Subleased Premises" shall mean that portion of the
Premises approximately set forth on Exhibit "A", annexed hereto and made a part
hereof.
ARTICLE 2
Term.
2.01. Sublessor hereby leases to Subtenant and Subtenant hereby hires
from Sublessor the Subleased Premises, for a term commencing on the Effective
Date (as defined in the Underlying Lease) (hereinafter called the "Commencement
Date") and ending on the day immediately preceding the expiration date of the
Extended Term (as defined in the Underlying Lease), or such later date to which
the term of the Underlying Lease may be extended or such earlier date upon which
said term may expire or be terminated pursuant to any of the conditions or
covenants of this Sublease or pursuant to law (such date hereinafter referred to
as the "Expiration Date").
ARTICLE 3
Underlying Premises.
3.01. The parties agree that this Sublease and Subtenant's tenancy
hereunder shall be and remain subject and subordinate to the Underlying Lease,
and to all matters and documents to which the Underlying Lease is, or shall
become, subject. Photocopies of the Underlying Lease have been delivered to and
reviewed by Subtenant.
13
ARTICLE 4
Incorporation of Terms.
4.01. The terms, covenants, conditions and provisions contained in the
Underlying Lease are incorporated herein by reference, and shall, as between
Sublessor and Subtenant constitute the terms, covenants, conditions and
provisions of this Sublease, except to the extent that they are inapplicable to,
inconsistent with, or modified by the provisions of this instrument. The parties
agree to observe and perform the terms, covenants, conditions and provisions on
their respective parts to be observed and performed hereunder, including but not
limited to those terms, covenants, conditions and provisions of the Underlying
Lease which are incorporated herein. It is hereby agreed that (a) references in
the Underlying Lease to the "Office Space" or "Demised Premises" or "Substitute
Office Space" shall be deemed to refer to the "Subleased Premises" hereunder,
(b) references in the Underlying Lease to "Landlord" shall be deemed to refer to
"Sublessor" hereunder, (c) references in the Underlying Lease to "Tenant" shall
be deemed to refer to "Subtenant" hereunder, (d) references in the Underlying
Lease to "this Lease" shall be deemed to refer to "this Sublease", (e)
references in the Underlying Lease to the "term of this Lease" or words of
similar import shall be deemed to mean the "term of this Sublease", and (f)
references in the Underlying Lease to "Basis Rent" and "Additional Rent" shall
be deemed to refer to the "fixed rent" and "Additional Rent", respectively,
hereunder. Any terms used in this Sublease and not otherwise defined herein
shall have the meanings ascribed to such terms in the Underlying Lease.
ARTICLE 5
Rent.
5.01. Subtenant shall pay to Sublessor, without notice or demand and
without any abatement, deduction or set off whatsoever, in lawful money of the
United States of America, fixed annual rent (hereafter sometimes called "fixed
rent") in the following amounts:
---------------------------------------------------------------------
Period Annual Basic Rent
---------------------------------------------------------------------
Effective Date through November 30, 2005 $36,000.00
---------------------------------------------------------------------
December 1, 2005 through November 30, 2006 $37,080.60
---------------------------------------------------------------------
December 1, 2006 through November 30, 2007 $38,192.40
---------------------------------------------------------------------
December 1, 2007 through November 30, 2008 $39,338.17
---------------------------------------------------------------------
December 1, 2008 through November 30, 2009 $40,518.32
---------------------------------------------------------------------
December 1, 2009 through November 30, 2010 $41,733.87
---------------------------------------------------------------------
December 1, 2010 through Expiration Date $42,985.88
---------------------------------------------------------------------
5.02. If by reason of any of the provisions of this Sublease, the term
hereof shall commence with respect to all or any of the Sublease Premises on a
day other than the first day of a month, fixed rent for such month shall be
prorated on a per diem basis.
14
5.03. Subtenant shall also pay to Sublessor "Additional Rent"
consisting of all such other sums of money as shall become due from and payable
by Subtenant to Sublessor under this Sublease.
ARTICLE 6
Termination of Underlying Lease.
6.01. If for any reason the term of the Sublease is terminated prior to
the Expiration Date, this Sublease shall thereupon be terminated.
ARTICLE 7
Underlying Lease Modifications, Deletions and Insertions.
7.01. For purposes of incorporation of the Underlying Lease into this
Sublease:
A. Article 8 of the Latest Amendment shall not apply to this
Sublease.
B. Addresses for notice to Sublessor and Subtenant shall be the
addresses therefor first hereinabove stated.
C. The number eleven thousand two hundred twenty-four (11,224)
shall be deleted from Article 2(d) of the Latest Amendment, and the number one
thousand five hundred (1,500) shall be inserted in lieu thereof.
D. The number seven (7) shall be deleted from Article 14 of the
Latest Amendment, and the number three (3) shall be inserted in lieu thereof.
E. References in the Underlying Lease to the Storage Space shall
not apply to the Subleased Premises.
F. For purposes of incorporating the Underling Lease into this
Sublease, the term "Tenant's Proportionate Share" shall be deemed to mean
".54%".
G. Any obligation under the Underlying Lease for the performance
by Landlord of any alterations, construction, maintenance or repairs or the
providing of any services to the Premises shall in no event be or become an
obligation of Sublessor and Subtenant shall look solely to Landlord for the
performance thereof.
ARTICLE 8
Miscellaneous.
8.01 If any provisions of this Sublease shall be at variance with the
provisions of the Underlying Lease, the provisions of this Sublease shall
prevail. This Sublease shall not be changed orally but only by an agreement in
writing signed by the party against whom the enforcement of such change is
sought.
15
8.02 This Sublease shall be governed in all respects by the laws of the
State of New York.
8.03 The marginal notes in this instrument are used for convenience in
finding the subject matters, and are not to be taken as part of this instrument;
or to be used in determining the intent of the parties, or otherwise
interpreting this instrument.
8.04 This Agreement shall apply to and bind the respective heirs,
distributees, executors, administrators, successors and assigns of the parties
hereto but this Section shall not be construed as a consent to any assignment or
subletting by the Subtenant.
IN WITNESS WHEREOF, this Sublease has been duly executed on the day and
year first hereinabove written.
AMERICAN PARA PROFESSIONAL
SYSTEMS, INC., Sublessor
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Chairman
AMERICAN CLAIMS EVALUATION, INC.,
Subtenant
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Executive Officer
16
