EXHIBIT 10.4
SUBLEASE
This Sublease is made this 1st day of April, 2001 between InSite
Productions, LLC located at 0000 Xxxxxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx
00000 ("Sublessor") and XxxxXxxxXxXxxXxxxxxxx.xxx, Inc., a Texas corporation
("Sublessee").
RECITALS
Sublessor leases the premises commonly known as 0000 Xxxxxxxx Xxxxxxx,
Xxxxx 0000, Xxxxxx, Xxxxx 00000 (herein referenced as the "Premises"). Sublessor
desires to lease to Sublessee a portion of the above referenced Premises, as
described in Section One below (the "Sub-Premises"). also included in the
Sub-Premises shall be shares space between Sublessor and Sublessee. Space to be
shared shall be the following areas: back office (including the lunch-room,
sales office, kitchen and telephone room), the Front Office (including reception
and conference rooms), and all hallways ("Shared Space"). The Premises and the
Sub-Premises, are set forth in the floor plan attached hereto as Exhibit A and
incorporated herein by this reference.
Sub-Premises Area
Within Building 200 sq. ft. @ $21.80 sq. ft. = $4360.00/year, $363.33/mth.
SECTION ONE
DESCRIPTION OF SUB-PREMISES
Sublessor shall demise to Sublessee the Sub-Premises, approximately __%
of the total space of the Premises. Sublessee's taking possession of the
Sub-Premises shall be conclusive evidence that the demised Sub-Premises was in
good and satisfactory condition at the time such possession was taken.
Sublessor reserves the right to add onto the Premises additional
building space without obligation to Sublessee to increase the space of the
Sub-Premises. However, should additional building space be added, Sublessees
portion of building costs will be adjusted on a pro-rata basis accordingly.
SECTION TWO
PURPOSE OF LEASE
The Sub-Premises demised under this Lease are to be used by Sublessee
for operating its website rating business or any other lawful activities agreed
upon by the parties and in accordance with local, state or federal law, rules or
regulations. Sublessee shall not use the Sub-Premises for any illegal, immoral,
or unreasonably dangerous hazardous activity, whether within or outside the
scope of the business of Sublessee.
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SECTION THREE
TERM OF LEASE
The term of this Lease shall be for an initial period of one (1) year,
commencing on the date hereof and terminating on November 30, 2001 unless sooner
terminated by breach of terms and conditions of this agreement or as provided in
Section Seven, hereof. Unless notice to the contrary if given 30 days by either
party 30 days prior to the termination date, the term of this Lease shall be
extended for additional one year periods. In no event shall the term of this
Lease extend beyond the term of Sublessor's lease arrangement with the current
owner of the Premises.
Notwithstanding the foregoing, this lease may be terminated by either
party, upon the other party's receipt of 30 days written notice. Should
Sublessee make material alterations to the Sub-Premises, in the event that
Sublessee vacates the Sub-Premises for any reason during the Lease term,
Sublessee agrees to pay Sublessor for all resulting alteration expenses incurred
by Sublessor in the restoration of the Sub-Premises to the original floor plan.
SECTION FOUR
RENT AND OTHER EXPENSES
Rent shall be payable on the first (1st) day of each month, commencing
on the date hereof and continuing each month thereafter during the initial term
of this Lease.
SECTION FIVE
SERVICES, PERMIT, UTILITIES AND ESCROW
All utilities required by Sublessee on the Sub-Premises (excluding
telephone services, which shall be obtained by and at the full expense of
Sublessee) as well as real estate tax and insurance escrow are included in the
Rent for the term of the Sublease. Sublessee shall be responsible for its own
clean up upon vacating the Sub-Premises and satisfy all closure requirements.
SECTION SIX
ACCIDENTAL DAMAGE OR INJURY
Sublessor shall not be liable for any damage to Premises or any injury
to persons, sustained by Sublessee or others, caused by conditions or activities
on the Sub-Premises, except to the extent such damages is caused by the
negligence or willful misconduct of Sublessor. Sublessee shall defend, indemnify
and hold Sublessor harmless from all claims arising from Sublessee's occupancy
and use of the Sub-Premises except to the extent of Sublessor's negligence or
willful misconduct. Sublessor shall indemnify Sublessee against all claims
arising from Sublessor's occupancy and use of the Sub-Premises except to the
extent of Sublessee's negligence or willful misconduct.
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SECTION SEVEN
CASUALTY DAMAGE OR INJURY
If the Sub-Premises is partially damaged by fire, explosion or other
hazards, the damage shall be repaired with reasonable diligence. Sublessee
agrees that notwithstanding any such damage, Sublessee's obligation to pay rent
shall remain in full force and effect without apportionment. If the Sub-Premises
are totally or substantially damaged or are rendered wholly or substantially
untenable by fire or any such other hazard, and if Sublessor shall decide not to
repair the damage, or if the Premises is so damaged that Sublessor decides to
demolish it, Sublessor at its election may terminate the Lease as of the date of
such occurrence and Sublessee shall thereupon vacate and surrender the
Sub-Premises to Sublessor, and Sublessee shall not be liable to Sublessor for
the Rent after such date of termination.
Sublessor is not obligated to carry insurance on Sublessee's Premises
and shall not be required to repair damage or replace Sublessee's Premises,
unless such damage is at the result of Sublessor's negligence or willful
misconduct.
SECTION EIGHT
COMPLIANCE WITH RULES AND REGULATIONS
Sublessee, its employees and agents shall comply with all applicable
laws and ordinances respecting the use and occupancy of the Sub-Premises
relating to matters not covered elsewhere in the Lease, and shall comply with
all Sublessor's safety regulations which are made known to Sublessee.
SECTION NINE
ALTERATIONS, ADDITIONS, OR IMPROVEMENTS
Sublessee shall not make any alterations, additions, or improvements on
or to the Sub-Premises without first obtaining the written consent of Sublessor.
All alterations, additions and improvements made shall be at the sole expenses
of Sublessee and shall become the Premises of Sublessor and remain on and be
surrendered with the Sub-Premises as a part thereof at the termination of this
Lease without disturbance, molestation, or injury. Nothing contained in this
provision shall prevent Sublessee from removing all office machines, and
equipment, owned by Sublessee.
Sublessee shall obtain all necessary governmental permits and
certification for the commencement and prosecution of permitted alterations and
for final approval thereof upon completion, and shall cause alterations to be
performed in compliance therewith all applicable insurance requirements.
Alterations shall be diligently performed in good and workmanlike manner.
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SECTION TEN
LIENS
Sublessee shall keep the Sub-Premises free and clear of all liens
arising out of any work performed, materials furnished, or obligations incurred
by Sublessee. If any mechanic's or other lien, or any notice of intention to
file a lien, is filed against the Premises or the Sub-Premises for any work,
service or materials claimed to have been performed or furnished for or on
behalf of Sublessee or its agent, Sublessee shall cause the same to be
discharged of record by payment bond or order of a court of competent
jurisdiction within 15 days after filing of the lien.
SECTION ELEVEN
ADVERTISEMENTS
All signs and symbols placed in the windows or doors of the
Sub-Premises, or on any exterior part of the Building by Sublessee, shall be
subject to the approval of Sublessor. If Sublessee shall place signs or symbols
that are not satisfactory to Sublessor on the exterior of the building or in the
windows or doors, where they are visible from the street, Sublessor may
immediately demand the removal of the signs or symbols, and the refusal by
Sublessee to comply with any demand within a period of seventy-two (72) hours
will constitute a breach of this Lease and entitle Sublessor immediately to
recover possession of the Sub-Premises in the manner provided by law. any signs
so placed on the Sub-Premises or Premises shall be so placed on the
understanding and agreement that Sublessee shall remove these signs or symbols
at the termination of the tenancy herein created and repair any damage or injury
to the Sub-Premises caused thereby. If not so removed by Sublessee, then
Sublessor may have the signs or symbols removed at the expense of Sublessee.
SECTION TWELVE
SALES, ASSISGNMENTS, AND LEASES
Sublessee shall not assign this Lease, or sublet or otherwise encumber
the Sub-Premises leased herein, or any part thereof or interest therein, without
the prior written consent of Sublessor, which consent shall not be unreasonably
withheld.
SECTION THIRTEEN
DEFAULT OF SUBLESSEE
If any rents reserved, or any part thereof, shall be and remain unpaid
when these rents shall become due, or if Sublessee violates or defaults in any
of the provisions of this Lease, then Sublessor may cancel this Lease by giving
5 days notice, except for default for violations of local, state or federal
laws, rules or regulations where termination may be immediate, and re-enter the
Sub-Sub-Premises. Notwithstanding, any re-entry, the liability of Sublessee for
the rent for the balance of the term hereof shall not be extinguished, and
Sublessee shall make good to Sublessor any deficiency arising from a reentry and
reletting of the Sub-Sub-Premises at a reduced Rent. Sublessee shall pay any
deficiency on the first (1st) day of each month immediately following the month
in which the amount of deficiency is ascertained by Sublessor.
To the extent permissible by applicable law, Sublessor may obtain
specific performance or injunctive relief.
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SECTION FOURTEEN
INSOLVENCY OR BANKRUPTCY
If Sublessee becomes insolvent, voluntarily or involuntarily bankrupt,
or if a receiver, assignee or other liquidating officer is appointed for the
business of Sublessee, then Sublessor may terminate this Lease at the option of
Sublessor.
SECTION FIFTEEN
WAIVER OF BREACH
The waiving of any of the provisions of this Lease by any party shall
be limited to the particular instance involved and shall not be deemed to waive
any other rights of the same or any other terms of this Lease.
SECTION SIXTEEN
TERMINATION AND SURRENDER
Upon lease termination, Sublessee shall meet all closure requirements
for the Sub-Premises and surrender the Sub-Premises on the last day of the term
of the Lease. sublessee shall, at the expiration of this Lease, surrender the
keys to the Sub-Premises to Sublessor.
If Sublessee shall surrender the Sub-Premises at its own election, the
liability for all duties and obligations of Sublessee shall continue until the
surrender has been accepted by Sublessor in writing.
SECTION SEVENTEEN
INTEREST OF SUCCESSORS
The covenants and agreements of this Lease shall be binding on the
successors and assigns of Sublessor and on the successors and assigns of
Sublessee but only to the extent herein specified.
SECTION EIGHTEEN
NOTICES
Except where otherwise required by statute, all notices given pursuant
to the provisions hereof may be sent by certified mail, postage prepaid, for
Sublessor and for Sublessee to the addresses set forth in Recital 1, or the last
know mailing address of the party for whom the notice is intended.
SECTION NINTEEN
COSTS OF LITIGATION
If any legal action is instituted to enforce this Lease, or any party
hereof, the prevailing party shall be entitled to recover reasonable attorneys'
fees and court costs from the other party.
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IN WITNESS WHEREOF, the parties have executed this Lease at the day and
year first written above.
SUBLESSOR: SUBLESSEE:
InSite Productions XxxxXxxxXxXxxXxxxxxxx.Xxx, Inc.
/s/ Xxxxxxxx Xxxx /s/ Xxxxxx Xxxxxx
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Xxxxxxxx Xxxx, President Xxxxxx Xxxxxx, Chairman
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