Exhibit 10.42
SUBLEASE AGREEMENT
The parties agree as follows:
Date of this
Sublease: NOV. 1, 1999
Parties to this Overtenant: MEI Associates, Inc.
Sublease: Address for notices: 000 X. 00xx Xxxxxx, X.X. X.X. 00000
You, the Undertenant: e-COMMERCE Solutions, Inc.
Address for notices: 000 X. 00xx Xxxxxx, X.X.X.X. 00000
If there are more than one Overtenant or Undertenant, the
words "Overtenant" and "Undertenant" used in this Sublease
includes them.
Information from Landlord: Big Lio Realty
Over-Lease: Address for notices: 000 X. 00xx Xx., XX XX 00000
Overtenant:
Address for notices:
Date of Over-Lease:
Term: 5 years from: Nov. 1, 1999 to: Oct. 31, 2002
A copy of the Over-Lease is attached as an important part
of the Sublease.
Term: 1. 3 year years: months: Beginning: Nov. 1, 1999
ending: Oct. 31, 2002
Premises rented: 2.
Use of premises: 3. The premises may be used for only.
Rent: 4. The yearly rent is $60,000.00, You, the Undertenant, will
pay this yearly rent to the Overtenant in twelve equal
monthly payments of $5,000.00. Payments shall be paid in
advance on the first day of each month during the Term.
Security: 5. The security for the Undertenant's performance is
$10,000.00. Overtenant states that Overtenant has received
it. Overtenant shall hold the security in accordance with
Paragraph of the Over-Lease.
Agreement to 6. Overtenant sublets the premises to you, the Undertenant,
lease and for the Term. Overtenant states that it has the authority
pay rent: to do so. You, the Undertenant, agree to pay the Rent and
other charges as required in the Sublease. You, the
Undertenant, agree to do everything required of you in the
Sublease.
Notices: 7. All notices in the Sublease shall be sent by certified
mail, "return receipt requested".
Subject to: 8. The Sublease is subject to the Over-Lease. It is also
subject to any agreement to which the Over-Lease is
subject. You, the Undertenant, state that you have read
and initialed the Over-Lease and will not violate it in
any way.
Overtenant's
duties: 9. The Over-Lease describes the Landlord's duties. The
Overtenant is not obligated to perform the Landlord's
duties. If the Landlord fails to perform, you, the
Undertenant, must send the Overtenant a notice. Upon
receipt of the notice, the Overtenant shall then promptly
notify the Landlord and demand that the Over-Lease
agreements be carried out. The Overtenant shall continue
the demands until the Landlord performs.
Consent: 10. If the Landlord's consent to the Sublease is required,
this consent must be received within 10 days from the date
of this Sublease. If the Landlord's consent is not
received within this time, the Sublease will be void. In
such event all parties are automatically released and all
payments shall be refunded to you, the Undertenant.
Adopting the 11. The provisions of the Over-Lease are part of this
Over-Lease and Sublease. All the provisions of the Over-Lease applying to
exceptions: the Overtenant are binding on you, the Undertenant, except
these:
a) These numbered paragraphs of the Over-Lease shall
not apply:
b) These numbered paragraphs of the Over-Lease are
changed as follows:
12. You, the Undertenant, have no authority to contact or make
any agreement with the Landlord about the premises or the
Over-Lease. You, the Undertenant, may not pay rent or
other charges to the Landlord, but only to the Overtenant.
Successors: 13. Unless otherwise stated, the Sublease is binding on all
parties who lawfully succeed to the rights or take the
place of the Overtenant or you, the Undertenant. Examples
are an assign, heir, or a legal representative such as an
executor of your will or administrator of your estate.
Changes: 14. This sublease can be changed only by an agreement in
writing signed by the parties to the Sublease.
Signatures: OVERTENANT:
MEI ASSOCIATES, INC.
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[ILLEGIBLE SIGNATORY]
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You, the UNDERTENANT:
Witness: e-COMMERCE Solutions, Inc.
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GUARANTY OF PAYMENT WHICH IS PART OF THE SUBLEASE
Date of Guaranty:
Guarantor
and address:
Reason for 1. I know that the Overtenant would not rent the premises to
Guaranty: the Undertenant unless I guarantee Undertenant's
performance. I have also requested the Overtenant to enter
into the Sublease with the Undertenant. I have a substantial
interest in making sure that the Overtenant rents the
premises to the Undertenant.
Guaranty: 2. The following is my Guaranty:
I guaranty the full performance of the Sublease by the
Undertenant. This Guaranty is absolute and without any
condition. It includes, but is not limited to, the payment
of rent and other money charges.
In addition, I agree to these other terms:
Changes in 3. This Guaranty will not be affected by any changes in the
Sublease have Sublease, whatsoever. This includes, but is not limited to,
no effect: any extention of time or renewals. The Guaranty will be
binding even if I am not a party to these changes.
Waiver of
notice: 4. I do not have to be informed about any failure of
performance by Undertenant, I waive notice of nonpayment or
nonperformance.
Performance: 5. If the Undertenant fails to perform under the Sublease, the
Overtenant may require me to perform without first demanding
that the Undertenant perform.
Waiver of jury
trial: 6. I give up my right to trial by jury in any claim related to
the Sublease or this Guaranty.
Changes: 7. This Guaranty of payment and performance can be changed only
by written agreement signed by all parties to the Sublease
and Guaranty.
Signatures: GUARANTOR:
WITNESS:
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EPA and HUD Lead Paint Regulations, Effective September 6, 1996(1)
Landlords must disclose known lead-based paint and lead-based paint hazards of
pre-1978 housing to tenant.(2) Use the following XXXXXXXX LAW PRODUCTS (800 LAW
MART) to comply:
3140 Lead Paint Information Booklet 3141 Lead Paint Lease Disclosure Form
(1) December 6, 1996 for owners of 1 to 4 residential dwellings.
(2) Leases for less than 100 days, 0-bedroom units, elderly and handicapped
housing (unless children live there) and housing found to be lead-free by a
certified inspector are excluded.
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