ASSIGNMENT OF LEASE AGREEMENT
THIS AGREEMENT is entered into as of this 22nd day of May, 2002, by and
between XXXXXXXXXX CAPITAL CORPORATION ("Xxxxxxxxxx") and POP STARZ, INC. ("Pop
Starz").
WHEREAS, Xxxxxxxxxx has entered into a "Temporary Occupancy Agreement" with
Xxxxxxx Holdings, Ltd., a copy of which is attached hereto and incorporated by
reference (the "Lease"), for Suite 235 of the Crystal Corporate Center, 0000
Xxxxx Xxxxxxxx Xxxxx, Xxxx Xxxxx, Xxxxxxx 00000 (the "Premises"); and
WHEREAS, Pop Starz wishes to sublease the Premises;
WHEREAS, Xxxxxxxxxx is willing to assign its rights and delegate its duties
under the Lease;
NOW THEREFORE, in consideration of their mutual promises made herein, and
for other good and valuable consideration, receipt of which is hereby
acknowledged by each party, the parties, intending to be legally bound, hereby
agree as follows:
1. Recitals. The parties agree that the foregoing recitals are true and
correct and incorporated herein by reference.
2. Xxxxxxxxxx hereby assigns all of its rights and delegates all of its duties
under the Lease (the "Assignment"), and Pop Starz hereby accepts the
Assignment.
3. The parties agree that this Assignment constitutes a total assignment of
rights and delegation of duties as specified in the Lease.
4. Miscellaneous. Time is of the essence of this agreement. This agreement is
made in the State of Florida and shall be governed by Florida law. This is
the entire agreement between the parties and may not be modified or amended
except by a written document signed by the party against whom enforcement
is sought. This agreement may be signed in more than one counterpart
(including by facsimile), in which case each counterpart shall constitute
an original of this agreement. Paragraph headings are for convenience only
and are not intended to expand or restrict the scope or substance of the
provisions of this agreement. Wherever used herein, the singular shall
include the plural, the plural shall include the singular, and pronouns
shall be read as masculine, feminine or neuter as the context requires. Any
disputes arising out of or relating to this agreement will be settled by
binding arbitration in accordance with the rules of the American
Arbitration Association. Any court with jurisdiction may enter judgment
upon the award rendered by the arbitrator. The arbitration will be held in
Palm Beach County, Florida, and the prevailing party shall be entitled to
reasonable costs and attorney's fees. This agreement may not be assigned or
delegated by either party without the prior written consent of the other
party. The undersigned represent and warrant that they are authorized to
sign this agreement on behalf of their respective organizations.
IN WITNESS WHEREOF, the parties have signed this agreement as of the day
and year first written above.
XXXXXXXXXX CAPITAL CORPORATION POP STARZ, INC.
By /s/ Xxxxxxx X. Xxxxxx /s/ By /s/ Xxxxxxxx Xxxxxx /s/
Xxxxxxx X. Xxxxxx Xxxxxxxx Xxxxxx
President President
Attachment: Temporary Occupancy Agreement
Page 128
TEMPORARY OCCUPANCY AGREEMENT
THIS TEMPORARY OCCUPANCY AGREEMENT is made and entered into this 2nd day of
May, 2002, by and between Xxxxxxx Holdings, Ltd., a Texas Limited Partnership,
("Landlord"), and Xxxxxxxxxx Capital Corporation, ("Tenant").
RECITALS
Landlord is the owner of a building and underlying land commonly referred
to as the "Crystal Corporate Center" (referred to as the "Building"), located at
0000 Xxxxx Xxxxxxxx Xxxxx, Xxxx Xxxxx, Xxxxxxx 00000, Palm Beach County,
Florida.
A. Tenant desires to temporarily lease from Landlord approximately 1,705
rentable square feet, a portion known as Suite 235, on the second floor of
the Building (the "Premises"). (See Exhibit A").
B. Tenant desires to "move in" and "occupy" the Premises commencing on May 15,
2002, and continuing through a period not to exceed 180 days therefrom.
C. Landlord is willing to allow Tenant to "move in" and "occupy" the Premises
only upon terms and conditions set forth herein.
AGREEMENT
1. Recitals:
The above recitals are true and correct hereby incorporated herein by
reference.
2. Security Deposit and Rent:
A security deposit will not be required. Tenant will be required to pay a
monthly rental charge of $1,000.00; this amount will include all rent and
operating expenses to be paid by Tenant. Tenant shall also pay applicable
state sales taxes.
3. Expenses:
Tenant shall pay any and all expenses incurred by Tenant, or Landlord in
connection with Tenant's moving into the Premises. Tenant shall also pay
any and all expenses incurred by Tenant/Landlord in connection with damages
to the Premises by Tenant when vacating.
4. Release and Indemnification:
Tenant hereby releases, waives and forever discharges Landlord, and its
agent Xxxxxxx Xxxxxxx, Ltd., and their officers, directors and employees
from any and all claims, demands, actions and causes of action, loss
expense and/or detriment of any kind or character for Tenant's temporary
occupancy of the Premises. Furthermore, Tenant hereby agrees to indemnify,
hold harmless and defend Landlord, and its agent Xxxxxxx Xxxxxxx, Ltd.,
from any and all claims, demands, actions and causes of action, loss,
damage, expense and/or detriment of any kind or character whatsoever
growing out of or in any way connected with Tenant's temporary occupancy of
the Premises.
5. Tenant's Obligation to Insure Premises:
Tenant's hereby agrees to obtain and maintain insurance on Premises and
Building in accordance with Item #26 of the Lease Agreement dated October
08, 1999, between Tenant and of Landlord, in an amount not less than two
million dollars ($2,000,000) per occurrence with excess liability coverage
in an amount not less than two million dollars ($2,000,000) while occupying
the Premises, pursuant to this Temporary Occupancy Agreement.
Page 129
6. Attorney's Fees:
In the event that any party finds it necessary to employ an attorney to
enforce any provision of this Temporary Occupancy Agreement, and a
proceeding is brought to enforce the same, then the prevailing party shall
be entitled to recover from the non-prevailing party, reasonable attorney's
fees and costs incurred in connection therein, at both trial and appellate
levels, including bankruptcy proceedings. This requirement to pay the
prevailing party's attorney's fees and costs shall survive termination of
this Temporary Occupancy Agreement.
7. Binding Effect and Benefit:
The terms of this Temporary Occupancy Agreement shall be binding upon and
shall injure to the benefit of Landlord, Tenant, and their respective
successors, assigns, principals, agents, partners, heirs, legatees,
trustees, shareholders, officers, directors, employees, clients, customers,
administrators and representatives, provided however the foregoing not be
construed as permitting Tenant to assign this agreement. Tenant expressly
acknowledges and agrees that this agreement is given as an accommodation to
Tenant and is not assignable to any third party.
8. Termination:
Both Landlord or Tenant have the right to terminate this Temporary
Occupancy Agreement upon a Ten (10) days written notice given in advance of
the requested date of termination. In the event Landlord exercises this
termination right, Landlord shall make effort to provide storage space
within the Project for a period not to exceed 90 days.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Temporary
Occupancy Agreement to be signed, sealed and delivered all as of the day, month
and year first above written.
Signed, sealed and delivered
in the presence of:
LANDLORD:
XXXXXXX HOLDINGS, LTD.
/s/ Xxxxxx Xxxxxxxx /s/
----------------------------
(Signature of Witness) By: /s/ Xxxxxx Xxxxxxx Stener /s/
Xxxxxx Xxxxxxx Xxxxxx
Vice President of Operations
Xxxxxx Xxxxxxxx
----------------------------
(Print name of Witness)
----------------------------
(Signature of Witness)
----------------------------
(Print name of Witness)
TENANT:
XXXXXXXXXX CAPITAL CORPORATION
/s/ Xxxx Xxxxxxx /s/
----------------------------
(Signature of Witness) By: /s/ Xxxxxxx Xxxxxx /s/
Xxxxxxx Xxxxxx
President
Xxxx Xxxxxxx
----------------------------
(Print name of Witness)
/s/ Xxxxx Xxxxxxxx /s/
----------------------------
(Signature of Witness)
Xxxxx Xxxxxxxx
----------------------------
(Print name of Witness)
Page 130
XXXXXXX XXXXXXX
A Florida Limited Partnership
May 30, 2002
Xx. Xxxxxxx Xxxxx Xxxxxx
Director & President
Xxxxxxxxxx Capital corporation
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Sent Via Facsimile to (000) 000-0000
Re: Temporary Occupancy Agreement - Suite 000
Xxxxxxx Xxxxxxxxx Xxxxxx Xxxx Xxxxx, Xxxxxxx
Dear Lenny:
This letter is written to confirm that although the recently executed
Temporary Occupancy Agreement for Suite 225 refers to an "Exhibit A", no exhibit
was included in the document. The attached floor plan will suffice for your
records.
Thank you; and I apologize for any confusion that this omission may have
caused.
Respectfully,
/s/ Xxxxx X. Xxxxxxx /s/
Xxxxx X. Xxxxxxx
Page 131
