[EXHIBIT 10.1.17]
SUBLEASE OF REAL PROPERTY TENANCY
0000 XXXXXXXX XXXXXXXXX, XXXXX 0000
XXX XXXXXXX, XXXXXXXXXX 00000
This Agreement to sublet a real property interest in tenancy is
made this 28th day of October 2003 by and between Miracle
Entertainment, Inc., a New York Corporation (hereinafter "Sub-
lessor") and Film and Music Entertainment, Inc., a Nevada
Corporation (hereinafter "Sub-lessee"). For valuable
consideration from Sub-lessee, the receipt of which is hereby
acknowledged by Sub-lessor, Sub-lessor hereby agrees to sub-lease
its tenancy and all rights and obligations therein, of and to
approximately 4,193 rentable square feet of space (herinafter
"Premises") located on the sixteenth floor of 0000 Xxxxxxxx
Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx ("hereinafter "Building"),
known as Suite 1690, as well as its tenancy and all rights and
obligations therein, of and to the storage space of approximately
247 square feet known as Space 111 S (hereinafter "Storage") of
the Building on the following terms and conditions:
1. This sub-lease shall take affect on the I st day of November 2003
and shall be for the balance of the term of the lease dated
February 2003 and the Storage Agreement dated March 1, 2004 by
and between Sub-Lessor and 5670 Wilshire LP, a California Limited
Liability Company (hereinafter "Lease Agreements"), true and
correct copies of which are attached hereto becoming a part of
the whole hereof:
2. Sub-lessee shall take possession Premises and Storage as of
November 1,2003; Sub-lessee hereby agrees to be bound by all the
terms and conditions of the Lease Agreements as if Sub-lessee had
been an original signatory to such Agreements; Sub-lessor hereby
agrees to perfect the Sub-lease with 5670 Wilshire LP at its sole
expense, and Sub-lessee hereby agrees to provide all reasonable
documentation and information required by Sub-lessor and/or 5670
Wilshire LP to accomplish such perfection;
3. Sub-lessee shall pay to Sub-lessor or 5670 Wilshire LP on a
timely basis an amount equal to the then due and payable rent as
required under the Lease Agreements, and shall be solely
responsible for any late payment, damage, repair or any other
fees and or costs including assessments and common area fees
required under the Lease Agreements as required;
4. Sub-Lessee agrees to hold harmless and indemnify Sub-Lessor for
any claims arising from this Sub-lease and/or the tenancy arising
here from and Sub-lessor agrees to indemnify and hold harmless
Sub-lessee from any and all claims arising from cause whatsoever
relating to the tenancies subject hereof prior to the
commencement of Sub-lessee' s tenancy;
5. Sub-lessor agrees to return to Sub-lessee any and all sums
collected relating to this Sub-lease in excess of those costs
actual charged and paid to 5670 Wilshire LP relating to the Lease
Agreements;
6. As inducement for Sub-lessee entering into this Agreement, Sub-
lessor hereby irrevocably grants Sub-lessee all rights, title
and interest in and to any and all deposits made under the
Lease Agreement.
7. This Agreement supersedes all prior and contemporaneous (based
on the date first set forth above) proposals, discussions,
agreements, or commitments, whether oral or written, between the
parties regarding such subject matter. This Agreement may only be
modified, supplemented or amended in writing by authorized
representatives of the parties. This Agreement shall be construed
in accordance with, and all disputes hereunder shall be governed
by, the laws of the State of California but without giving effect
to the conflict of laws rules thereunder. This Agreement may not be
assigned by either party without the prior written consent of
the other party .This Agreement shall be binding upon and shall
inure to the benefit of the successors and permitted assigns of
the parties hereto.
Agreed and Accepted this 28th day of October 2003
SUB-LESSOR SUB-LESSEE
Film and Music Entertainment, Inc. Miracle Entertainment, Inc.
By: /s/Xxxxxxxx X. Xxxxxx By: /s/
-------------------------------- ----------------------------
Its: Secretary Its: Chairman
