AGREEMENT made this 6th day of December, 1999, between Rollo
Entertainment, Inc. d/b/a London Productions, a privately owned Delaware
corporation with offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Lessor")
and Bodyguard ▇▇▇▇▇▇▇.▇▇▇, Inc., a privately owned Delaware corporation with
principal offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ 10038(the "Lessee").
W I T N E S S E T H :
WHEREAS, the Lessor is the owner of certain recording equipment and
materials set forth on exhibit "A" annexed hereto and hereby incorporated herein
by reference (the "Equipment"); and
WHEREAS, the Lessee desires to obtain the right to utilize the
Equipment for a period of two years at the Lessee's principal offices and
recording studio at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Premises") and
expiring on the third anniversary of the execution of this Agreement (the "Lease
Term");
WHEREAS, the Lessor is willing to lease the Equipment to the Lessee on
the terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, the parties hereby agree as follows:
1. Recitals Confirmed. All of the recitals hereinabove stated are
confirmed by the parties hereto as being in all respects true and correct and
the same are hereby incorporated herein by reference.
2. Equipment Lease. Subject to the payment of the consideration
hereinafter specified and the performance by the Lessee of all its obligations
and conditions to be performed hereunder, the Lessor hereby grants to Lessee and
Lessee hereby accepts a right to utilize the Equipment to record music at the
Premises for the Lease Term and for no other use or purpose (the "Lease").
3. Consideration. Solely by virtue of the execution of this Agreement,
the Lessee hereby agrees to pay to the Lessor as the sole consideration for the
Lease and the Licensor hereby agrees to accept an aggregate of 200,000
theretofore authorized but unissued shares of the Lessor's common stock, $.001
par value per share, valued, for the purposes of this Agreement, at the fair
market value of the Equipment less depreciation and divided by the Lease Term
(the "Shares"). The parties hereby agree and consent that the fair market value
of the equipment for the Lease Term is $600,000.
4. Term. The term of the Lease shall be three years commencing as of
the date hereof and terminating on the third anniversary of the execution hereof
(the "Lease Term").
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5. Scope and Limitations of the Lease. Solely by virtue of their
respective execution of this Agreement, the Lessee and the Lessor hereby
acknowledge and accept the following specific parameters of the Lease:
A. During the Lease Term, the Lessee shall be authorized to utilize the
Equipment for a maximum of seven (7) hours per day;
B. During the Lease Term, the Lessee shall be required to maintain
liability insurance on the Equipment in the amount equal to that previously
maintained by the Lessor;
C. During the Lease Term, the Lessee shall permit the officers of the
Lessor access to the Premises without prior written or other notice to observe
the Lessee's use of the Equipment; and
D. During the Lease Term, the Lessee will not permit any third party or
parties to utilize the equipment without the Lessor's prior written consent,
which consent shall not unreasonably be withheld.
6. Representations and Warranties. the Lessor and the Lessee hereby
jointly and severally represent and warrant to each other as follows:
A. They are each corporations duly organized, validly existing under
their respective jurisdictions of incorporation;
B. The individual signing this Agreement has full power and authority
to execute the same and to bind his corporation;
C. They each have the full legal right, power, authority and capacity
to enter into and execute this Agreement and to carry out and perform the
transactions contemplated herein.
7. Investment Representations of the Lessee. The Less has been advised
and by virtue of its execution of this Agreement hereby acknowledges, accepts
that and understands that: (i) the Shares will be 'restricted securities' as
that term is defined under the Securities Act of 1933, as amended (the "Act")
(ii) the Lessee will be acquiring the Shares solely for the Lessee's own
account, for investment purposes and without a view towards the resale or
distribution thereof; (iii) the Lessee will hold the Shares for the applicable
one year holding period proscribed by Rule 144 under the Act; and (iv) any sale
of the Shares will be accomplished only in accordance with the Act or the rules
and regulations of the SEC adopted thereunder. In addition, the Lessee hereby
consents to the imprinting of a standard form of restrictive legend on all
certificates representing the Shares as well as the imposition of a standard
form of stop transfer order against the
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Shares on the books and records of the Lessor and/or its transfer agent.
8. Indemnification. The Lessee agrees to indemnify and hold the Lessor
harmless from any and all losses or damages, including reasonable attorneys'
fees, suffered or incurred by reason of a breach by the Lessee of any provision
of this Agreement or a failure by Lessee to perform any act or acts required by
it hereunder.
8. Entire Agreement. Each of the parties hereby covenants that this
Agreement is intended to and does contain and embody herein all of the
understandings and agreements, both written or oral, of the parties hereby with
respect to the subject matter of this Agreement, and that there exists no oral
agreement or understanding, express or implied liability, whereby the absolute,
final and unconditional character and nature of this Agreement shall be in any
way invalidated, empowered or affected. There are no representations or
warranties other than those set forth herein.
10. Laws of the State of New York. This Agreement shall be deemed to be
made in, governed by and interpreted under and construed in all respects in
accordance with the laws of the State of Colorado, irrespective of the country
or place of domicile or residence of either party. In the event of controversy
arising out of the interpretation, construction, performance or breach of this
Agreement, the parties hereby agree and consent to the jurisdiction and venue of
the District or County Court of New York, and further agree and consent that
personal service or process in any such action or proceeding outside of the
State of New York and New York County shall be tantamount to service in person
within New York County, New York and shall confer personal jurisdiction and
venue upon the said court.
11. Miscellaneous. (a) This Agreement may be executed in counterparts
each of which so executed shall be deemed an original and constitute one and the
same agreement. (b). Each party shall at all times keep the other informed of
its principal place of business if different from that stated herein, and shall
promptly notify the other of any change, giving the address of the new principal
place of business. (c). All notices that are required to be or may be sent
pursuant to the provision of this Agreement shall be sent by certified mail,
return receipt requested, or by overnight package delivery service, to each of
the parties at the address appearing herein, and shall count from the date of
mailing or the validated airbill. (d). A modification or waiver of any of the
provisions of this Agreement shall be effective only if made in writing and
executed with the same formality as this Agreement. (e). The failure of any
party to insist upon strict performance of any of the provisions of this
Agreement shall not be construed as a waiver of any subsequent default of the
same or similar nature or of any other nature or kind. (f). the Lessor and the
Lessee shall be, and be deemed to be, independent contractors in the performance
of their respective duties hereunder, any law of any jurisdiction to the
contrary notwithstanding. (g). This Agreement is binding upon and shall inure to
the benefit of and shall be
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enforceable against the parties hereto and their respective successors and
assigns. (h). This Agreement shall not be assignable without the prior written
consent of the other party.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
Very truly yours,
Rollo Entertainment, Inc.
By:____________________
▇▇▇▇ ▇▇▇▇▇, President
Bodyguard ▇▇▇▇▇▇▇.▇▇▇, Inc.
By:_________________________
▇▇▇▇▇▇ ▇▇▇▇▇, Chief Executive
Officer
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