AGREEMENT OF SUBLEASE
THIS AGREEMENT OF SUBLEASE is entered into this 15th day of June, 1999, by and
between Continuum Resources International, Inc. a Delaware corporation
("Sublessor") and Muse Technologies Inc. ("Sublessee").
WITNESSETH:
WHEREAS, pursuant to a Lease dated February 25, 1999, Energy Tower I, LTD.,
("Prime Landlord") and Sublessor as Tenant, attached hereto as Exhibit "A",
Prime Landlord leased to Sublessor approximately 20,576 square feet of office
space located on the 1st and 2nd floor, located at 00000 Xxx Xxxx Xxxx, Xxxxxxx,
XX.
WHEREAS, Sublessee desires to sublease and use approximately 1445 net rentable
square feet on the 2nd floor of office space located at 00000 Xxx Xxxx Xxxx,
Xxxxxxx, XX, said Premises, as indicated on the floor plan attached hereto as
Exhibit "B" ("Subleased Premises") from Sublessor.
NOW THEREFORE, the parties hereto agree as follows:
1. SUBLEASE
Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases
from Sublessor, on the terms, covenants, conditions hereinafter
provided, the Subleased Premises which the parties acknowledge and
agree contains approximately 1445 rentable square feet, plus common
areas, Sublessor represents and warrants that, subject to Prime
Landlord's consent, It has the requisite authority to enter into this
sublease and grant the rights specified herein to Sublessee.
2. TERM
The term of this sublease shall commence on June 15, 1999 (the
"Commencement Date") and shall expire on June 14, 2000 (the
"Termination Date") unless sooner terminated by reason of, or pursuant
to, any provision set forth herein. In addition, Sublessee will have
the option to extend the Sublease for one additional year provided that
notice is given to the Sublessor no less than 60 days prior to the end
of the lease term.
3. USE
The Sublease Premises shall be used for office purposes and for no
other purpose.
4. RENT
Sublessee shall pay Sublessor as base rent ("Rent") in equal monthly
installments as follows:
June 15, 1999 - June 14, 2000 $3,000
Rent is due on the fifteenth day of each month. *The rental for June
15, 1999 shall be due upon execution by Sublessee.
6. ASSIGNMENT
Sublessee shall not assign this Sublease nor sublet the Sublease
Premises in whole or in part, and shall not permit Sublessee's interest
in this Sublease to be vested in any third party by operation of law or
otherwise without prior approval of Sublessor.
7. PRIME LEASE
This Sublease is subject and subordinate to the Prime Lease (Exhibit
A). Except as may be inconsistent with the terms hereof which in that
event, this Sublease shall control, all the terms, covenants and
conditions in the Prime Lease shall be applicable to this Sublease with
the same force and effect as if the Sublessor were Landlord under the
Prime Lease and Sublessee were Tenant thereunder, and in case of any
breach hereof by Sublessee, Sublessor shall have all the rights against
Sublessee as would be available to Landlord against Tenant under the
Prime Lease if such breach were made by Tenant thereunder.
8. SUBLESSEE'S OBLIGATION & SUBLESSOR'S RIGHT TO PERFORM
SUBLESSEE'S OBLIGATIONS
Sublessee, with respect to the Sublease Premises will duly and
faithfully observe all the terms and restrictions and perform all the
obligations imposed on Sublessor as Tenant under the Prime Lease.
Sublessor shall have the right (but not the obligation) to take at the
sole expense of Sublessee, any and all actions required to be taken by
Sublessor which may be necessary to prevent a default
hereunder by Sublessee, or to assure complete compliance with the terms
of this Sublease or the Prime Lease. All reasonable and documented
expenses incurred by Sublessor, including but not limited to, counsel
fees for any necessary actions taken by Sublessor to cure any breach of
a material obligation of the Prime Lease by Sublessee shall be payable
by Sublessee as additional rent within fifteen (15) days after delivery
of a statement of any such costs to Sublessee.
9. SUBLESSOR'S NON-LIABILITY FOR DEFAULTS BY PRIME LANDLORD
Sublessor shall not be responsible, answerable or liable to Sublessee
for or by reason of any defaults by Prime Landlord as Landlord under
the Prime Lease except if such default is a result of, or arises out
of, the actions of Sublessor.
10. SUBLESSEE NOT TO CAUSE DEFAULT
Sublessee shall neither do or permit anything to be done which would
cause the Prime Lease to be terminated or forfeited by reason of any
right of terminations or forfeiture reserved or vested in Landlord
under the Prime Lease.
11. INDEMNITY FOR SUBLESSEE'S BREACH
Sublessee shall indemnify, defend and hold Sublessor harmless from and
against all claims of any kind whatsoever by reason of any breach or
default of this Sublease on the part of Sublessee. Likewise, Sublessor
shall indemnify, defend and hold Sublessee harmless from and against
all claims of any kind whatsoever by reason of any breach or default of
this Sublease on the part of Sublessor.
12. CONDITION OF SUBLEASE PREMISES
Sublessee hereby accepts the Sublease Premises in their current "as-is"
condition. Upon the expiration or Termination Date of this Sublease,
Sublessee shall quit and surrender the Sublease Premises "broom clean"
in the similar condition as on the Commencement Date, reasonable
modifications excepted, damage not the fault of Sublessee and ordinary
wear and tear excepted.
13. SURRENDER OF PREMISES
Sublessee agrees that time shall be of the essence with respect to
Sublessee's obligation to surrender possession of the Sublease Premises
to Sublessor upon the Termination Date of his Sublease, and further
agrees that in the event that Sublessee do not promptly surrender
possession of the Sublease Premises to Sublessor upon such Termination
Date, Sublessor in addition to any other rights and remedies Sublessor
may have against
Sublessee for such holding over, shall be entitled to bring summary
proceedings against Sublessee, and Sublessee agrees to reimburse
Sublessor for Sublessor's damages, consequential as well as direct,
sustained by Sublessor by reason of such holding over, including with
limitation, Sublessor's reasonable attorney's fees and disbursements
incurred in connection with the exercise by, Sublessor of its remedies
against Sublessee.
14. INSURANCE REQUIREMENTS
Sublessee will be responsible to insure all personal property,
furniture, fixtures, materials and supplies belonging to Sublessee.
15. OTHER SERVICES
Sublessor shall provide to Sublessee all utilities (excepting telephone
service), janitorial and building security for the term of the
Sublease.
16. ENTIRE AGREEMENT
This Sublease constitutes the entire agreement between the parties
hereto and no earlier statements or prior written matter shall have any
force or effect. Sublessee agrees that it is not relying on any
representations or agreements of the other except those contained in
this Sublease. This Sublease shall not be modified, canceled, or
amended except by written instruments subscribed by both parties.
17. SUCCESSORS
The covenants, conditions and agreements contained in this Sublease
shall bind and inure to the benefit of Sublessor and Sublessee and
their respective successors and assigns.
18. NOTICES
Any notice required or desired to be given to any party hereto shall be
given by certified mail, return receipt requested, and be addressed to
the parties hereto at their addresses set forth below or at such other
address or by such other means as any party may request in writing:
If to Sublessee:
Muse Technologies, Inc.
0000 Xxxxxxxx XX, Xxxxx 000
Xxxxxxxxxxx, XX 00000
With a copy to Prime Landlord:
Energy Tower I, LTD.
00000 Xxxx Xxxxxxx, Xxxxx 0000
Xxxxxxx, XX, 00000
Attn: Xxx Xxxx
If to Sublessor:
Continuum Resources International, Inc.
00000 Xxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx, XX, 00000
Each party shall, at all times during the Term of this Sublease, send
the other party copies of all notices it receives from Prime Landlord
and any government entity in connection with the Subleased Premises and
Sublessee's occupancy thereof promptly upon the party's receipt
thereof.
19. PARKING
Sublessee shall have the right to parking as outlined in the lease
agreement. Sublessee will have use of Seven (7) unreserved parking
spaces at no charge
20. PRIME LANDLORD'S CONSENT
This Sublease is conditioned upon Sublessor's obtaining Prime
Landlord's written consent to this Sublease. Sublessor will seek Prime
Landlord's consent pursuant to the Prime Lease. If such consent is
refused or if the same is not obtained in writing, this Sublease shall
be null and void, of no force or effect, and all sums that Sublessee
shall have paid or delivered hereunder to Sublessor shall be promptly
returned to Sublessee.
IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be signed
and sealed as of the day and year first herein before written.
Continuum International Inc ("Sublessor)
BY: /s/
--------------------------------------
DATE: June 21, 1999
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Muse Technologies Inc. ("Sublessee")
BY: /s/ Xxxxxx Xxxxx
--------------------------------------
DATE: June 21, 1999
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CONSENT TO SUBLEASE
Master Lessor, pursuant to the Prime Lease, hereby executes this
Sublease for the sole purpose of evidencing its consent to the same. Nothing
contained in this consent shall operate as ratification by the Prime Landlord of
any of the provisions of this Sublease or as a representation or warranty by
Prime Landlord of any such provisions. This Sublease shall not release or
discharge Sublessor from any liability whatsoever under the Prime Lease, and
Sublessor shall remain fully liable and responsible to Master Lessor for the
full performance and observance of all of the provisions, covenants and
conditions set forth in the Prime Lease.
PRIME LANDLORD:
LEHNDORFF FOUR OAKS PLACE JOINT VENTURE
By: /s/
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