EXHIBIT 10.3
SUBLEASE
1 PARTIES.
This Sublease, dated August 08, 2005, is made between Public Market
Ventures, Inc., a Nevada corporation ("Sublessor"), and VM Direct,
LLC., a Nevada limited liability company ("Sublessee").
2 MASTER LEASE.
Sublessor is the lessee under a written lease dated January 28, 2004,
wherein Xxxxxx Investment Properties - Nevada LLC, an Oregon limited
liability company ("Lessor") leased to Sublessor the real property
located in the County of Xxxxx, State of Nevada, described
approximately 10,277 square feet located at 0000 Xxxxxxx Xxxx, Xxxxx
0-00 ("Master Premises"). Said lease has been amended by the following
amendments: None; said lease is herein referred to as the "Master
Lease" and is attached hereto as Exhibit "A".
3 PREMISES.
Sublessor hereby subleases to Sublessee on the terms and conditions set
forth in this Sublease the Master Premises ("Premises"): approximately
10,277 square feet located at 0000 Xxxxxxx Xxxx, Xxxxx 0-00.
4 WARRANTY BY SUBLESSOR.
Sublessor warrants and represents to Sublessee that the Master Lease
has not been amended or modified except as expressly set forth herein,
that Sublessor is not now, and as of the commencement of the Term
hereof will not be, in default or breach of any of the provisions of
the Master Lease, and the Sublessor has no knowledge of any claim by
Lessor that Sublessor is in default or breach of any of the provisions
of the Master Lease.
5 TERM.
The term of this Sublease shall commence on September 1, 2005
("Commencement Date"), or when Lessor consents to this Sublease (if
such consent is required under the Master Lease), whichever shall last
occur, and end on January 31, 2007 ("Terminate Date"), unless otherwise
sooner terminated in accordance with the provisions of these Sublease.
In the event the Term commences on a date other than the Commencement
Date, Sublessor and Sublessee shall execute a memorandum setting forth
the actual date of commencement of the Term. Possession of the Premises
("Possession") shall be delivered to Sublessee on the commencement of
the Term. If for any reason Sublessor does not deliver Possession to
Sublessee on the commencement of the Term, Sublessor shall not be
subject to any liability for such failure, the Termination Date shall
not be extended by the delay, and the validity of this Sublease shall
not be impaired, but rent shall xxxxx until delivery of Possession.
Notwithstanding delay the foregoing, if Sublessor has not delivered
Possession to Sublessee within Thirty (30) days after the Commencement
Date, than at any time thereafter and before delivery of Possession,
Sublessee may give written notice to Sublessor of Sublessee's intention
to cancel this Sublease. Said notice shall set forth an effective date
for such cancellation which shall be at least ten (10) days after
delivery of said notice to Sublessor. If Sublessor delivers
Possession to Sublessee on or before such effective date, this Sublease
shall remain in full force and effect. If Sublessor fails to deliver
Possession to Sublessee on or before such effective date, this Sublease
shall be canceled, in which case all consideration previously paid by
Sublessee to Sublessor on account of this Sublease shall be returned to
Sublessee, this Sublease shall thereafter be of no further force or
effect, and Sublessor shall have no further liability to Sublessee on
account of such delay or cancellation. If Sublessor permits Sublessee
to take Possession prior to the commencement of the Term, such early
Possession shall not advance the Termination Date and shall be subject
to the provisions of this Sublease, including without limitation the
payment of rent.
6 RENT.
6.1 MINIMUM RENT. Sublessee shall pay directly to Sublessor as minimum
rent, not later than the fifth (5th) day of each month as per the
following Base Rent Schedule.
September 1, 2005 through August 31, 2006 $ 7,500.00 per month
September 1, 2006 through January 31, 2007 $10,500 per month
DELINQUENT PAYMENT; HANDLING CHARGES. If Sublessee is more than two
(10) days late in paying any amount of Rent, Sublessee shall pay
Sublessor a late charge equal to ten percent (10%) of the delinquent
amount. In addition, any amount due from Sublessee to Sublessor which
is not paid within ten (10) days of the date due shall bear interest at
an annual rate (the "DEFAULT RATE") equal to fifteen percent (15%).
6.2 OPERATING COSTS. If the Master Lease requires Sublessor to pay to
Lessor all or a portion of the expenses of operating the building
and/or project of which the Premises are a part ("Operating Costs"),
including but not limited to taxes, utilities, or insurance, then
Sublessee shall pay to Sublessor as additional rent two thousand
fifty-five ($2,055.00) as Sublessee Proportionate Share of First Nine
(9) Months Estimated Operating Expenses payable by Sublessor for
Operating Costs incurred during the Term. Such additional rent shall be
payable as and when Operating Costs are payable by Sublessor to Lessor.
If the Master Lease provides for the payment by Sublessor of Operating
Costs on the basis of an estimate thereof, then as and when adjustments
between estimated and actual Operating Costs are made under the Master
Lease, the obligations of Sublessor and Sublessee hereunder shall be
adjusted in a like manner; and if any such adjustment shall occur after
the expiration or earlier termination of the Term, then the obligations
of Sublessor and Sublessee under this Subsection with 6.2 shall survive
such expiration or termination. Sublessor shall, upon request by
Sublessee, furnish Sublessee with copies of all statements submitted by
Lessor of actual or estimated Operating Costs during the Term.
7 SECURITY DEPOSIT.
Sublessee shall deposit with Sublessor upon execution of this Sublease
the sum of Ten Thousand Five Hundred ($10,500.00) as security for
Sublessee's faithful performance of Sublessee's obligations hereunder
("Security Deposit"). If Sublessee fails to pay rent or other charges
when due under this Sublease, or fails to perform any of its other
obligations hereunder, Sublessor may use or apply all or any portion of
the Security
2
Deposit for the payment of any rent or other amount then due hereunder
and unpaid, for the payment of any other sum for which Sublessor may
become obligated by reason of Sublessee's default or breach, or for any
loss or damage sustained by Sublessor as a result of Sublessee's
default or breach. If Sublessor so uses any portion of the Security
Deposit, Sublessee shall, within ten (10) days after written demand by
Sublessor, restore the Security Deposit to the full amount originally
deposited, and Sublessee's failure to do so shall constitute a default
under this Sublease. Sublessor shall not be required to keep the
Security Deposit separate from its general accounts, and shall have no
obligation or liability for payment of interest on the Security
Deposit. In the event Sublessor assigns its interest in 10 (10) days
after the Term has expired, or Sublessee has vacated the Premises, or
any final adjustment pursuant to Subsection 6.2 hereof has been made,
whichever shall last occur, and provided Sublessee is not then in
default of any of its obligations hereunder, the Security Deposit, or
so much thereof as had not theretofore been applied by Sublessor, shall
be returned to Sublessee or to the last assignee, if any, of
Sublessee's interest hereunder.
8 USE OF PREMISES.
The Premises shall be used and occupied only for an internet marketing
company focused on the use of streaming media, and for no other
purpose.
9 ASSIGNMENT AND SUBLETTING.
Sublessee shall not assign this Sublease or further sublet all or any
part of the Premises without the prior written consent of Sublessor
(and the consent of Lessor, if such is required under the terms of the
Master Lease).
10 SURRENDER OF THE PREMISES.
Upon execution of this Sublease Agreement, Sublessor notifies the
Sublessee that at the expiration of the Master Lease, Sublessor shall
surrender the Premises to Landlord. Sublessor shall provide Landlord
with a nine (9) months notice in writing indicating that Sublessor
shall vacate the premises and shall deliver to Landlord all keys to the
Premises. The terms of the Surrender of the Premises shall be same as
referenced on Paragraph 19 of the Master Lease that is attached hereto.
11 OTHER PROVISIONS OF SUBLEASE.
All applicable terms and conditions of the Master Lease are
incorporated into and made a part of this Sublease as if Sublessor were
the lessor thereunder. Sublessee the lessee thereunder, and the
Premises the Master Premises, except for the following: N/A . Sublessee
assumes and agrees to perform the lessee's obligations under the Master
Lease during the Term to the extent that such obligations are
applicable to the Premises, except that the obligation to pay rent to
Lessor under the Master Lease shall be considered performed by
Sublessee to the extent and in the amount rent is paid to Sublessor in
accordance with Section 6 of the Sublease. Sublessee shall not commit
or suffer any act or omission that will violate any of the provisions
of the Master Lease. Sublessor shall exercise due diligence in
attempting to cause Lessor to perform its obligations under the Master
Lease for the benefit of Sublessee. If the Master Lease terminates,
this Sublease shall terminate and the parties shall be relieved of any
further liability or obligation under this Sublease, provided however,
that if the Master Lease terminates as a result of a
3
default or breach by Sublessor or Sublessee under this Sublease and/or
the Master Lease, then the defaulting party shall be liable to the
nondefaulting party for the damage suffered as a result of such
termination. Notwithstanding the foregoing, if the Master Lease gives
Sublessor any right to terminate the Master Lease in the event of the
partial or total damage, destruction, or condemnation of the Master
Premises or the building or project of which the Master Premises are a
part, the exercise of such right by Sublessor shall not constitute a
default or breach hereunder.
12 ATTORNEYS' FEES.
If Sublessor, Sublessee, or Broker shall commence an action against the
other arising out of or in connection with this Sublease, the
prevailing party shall be entitled to recover its costs of suit and
reasonable attorney's fees.
13 AGENCY DISCLOSURE.
Sublessor and Sublessee each warrant that they have dealt with no other
real estate broker in connection with this transaction except: NONE.
14 COMMISSION.
Upon execution of this Sublease, and consent thereto by Lessor (if such
consent is required under the terms of the Master Lease), Sublessor
shall pay Broker a real estate brokerage commission in accordance with
Sublessor's contract with Broker for the subleasing of the Premises, if
any, and otherwise in the amount of ZERO Dollars ($-0-), for services
rendered in effecting this Sublease. Broker is hereby made a third
party beneficiary of this Sublease for the purpose of enforcing its
right to said commission.
15 NOTICES.
All notices and demands which may or are to be required or permitted to
be given by either party on the other hereunder shall be in writing.
All notices and demands by the Sublessor to Sublessee shall be sent by
United States Mail, postage prepaid, addressed to the Sublessee at the
Premises, and to the address here in below, or to such other place as
Sublessee may from time to time designate in a notice to the Sublessor.
All notices and demands by the Sublessee to Sublessor shall be sent by
United States Mail, postage prepaid, addressed to the Sublessor at the
address set forth herein, and to such other person or place as the
Sublessor may from time to time designate in a notice to the Sublessee.
To Sublessor: 000 Xxxxx Xxx, Xxxxxxx, XX 00000
To Sublessee: 0000 X. Xxxxxxx Xxxx, Xxxxx 0-00, Xxx Xxxxx Xxxxxx 00000
4
16 CONSENT BY LESSOR.
THIS SUBLEASE SHALL BE OF NO FORCE OR EFFECT UNLESS CONSENTED TO BY
LESSOR WITHIN 10 DAYS AFTER EXECUTION HEREOF, IF SUCH CONSENT IS
REQUIRED UNDER THE TERMS OF THE MASTER LEASE.
Date: 8/8/05 Date: 8/9/05
------------------------------ --------------------------
Sublessor: Sublessee:
Public Market Ventures, Inc., a V M Direct, LLC., a Nevada limited
Nevada corporation liability company
By: /S/ XXXXXXX X. XXXXXX By: /S/ XXX XXXXX
------------------------------ --------------------------
Name: Xxxxxxx X. Xxxxxx Xxx Xxxxx, President
Title: President
5
LESSOR'S CONSENT TO SUBLEASE
The undersigned ("Lessor"), Lessor under the Master Lease, hereby consents to
the foregoing Sublease without waiver of any restriction in the Master Lease
concerning further assignment or subletting. Lessor certifies that as of the
date of Lessor's execution hereof, Sublessor is not in default or breach of any
of the provisions of the Master Lease, and that the Master Lease has not been
amended or modified except as expressly set forth in the foregoing Sublease.
Lessor's consent to the Sublease shall not constitute a consent to other
transfers or a waiver of the restriction on transfer contained in the Lease nor
shall such transfer relieve Assignor or Assignor's obligations and liabilities
under the Lease.
Date:
--------------------------------------------
Lessor: XXXXXX INVESTMENT
PROPERTIES-NEVADA, LLC
By: /s/ Xxxx Xxxxxx
--------------------------------------------
Xxxx Xxxxxx
Title: Vice President, Operations
By:
--------------------------------------------
Title:
--------------------------------------------
--------------------------------------------------------------------------------
CONSULT YOUR ADVISORS - This document has been prepared for approval by your
attorney. No representation or recommendation is made as to the legal
sufficiency or tax consequences of this document or the transaction to which it
relates. These are questions for your attorney.
In any real estate transaction, it is recommended that you consult with a
professional, such as a civil engineer, industrial hygienist or other person,
with experienced in evaluating the condition of the property, including the
possible presence of asbestos hazardous materials and underground storage tanks.
--------------------------------------------------------------------------------
6
