EXHIBIT 10.5
Apologetic Productions
0000 Xxxxxxx Xx.
Xxx Xxxxxxx, Xxxxxxxxxx 00000
January 1, 2003
Xxxxx Dead, Inc.
0000 Xxxxxxx Xx.
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xx. Xxxxx Xxxx
Re: Premises located at 0000 Xxxxxxx Xx.
Xxx Xxxxxxx, Xxxxxxxxxx 00000 (the "Premises")
Ladies and Gentlemen:
Apologetic Productions hereby agrees to allow your concurrent use of the
Premises with us subject to, and in consideration of, the following terms and
conditions:
1. Term. Subject to the other terms contained herein, this
Agreement shall continue in effect from the date hereof until
terminated by either party in writing by giving thirty (30)
days notice thereof to the other party.
2. Payment Terms. Upon the consummation (the "Closing Date") of
the public offering of shares of Series A Preferred stock (the
"Preferred Stock") in Xxxxx Dead Inc. (the Company), the
Company agrees to pay Apologetic Productions as soon as
feasible but not later than thirty (30) days following the
Closing Date the sum of $300 (three hundred dollars), which
amount shall allow the Company to remain on the Premises for
an additional three years following the Closing Date, in
accordance with the terms of this Agreement. If at any time
prior to the expiration of three years after the Closing Date
and if the Company has made payment of such $300, Apologetic
Productions notifies the Company of its intention to terminate
this Agreement, then Apologetic Productions shall reimburse
the Company of the pro rata portion of such $300 as determined
by the number of days elapsed during the three year period
following the Closing Date.
3. Scope of Use. Apologetic Productions agrees to allow the
Company to use any or all of the Premises for its business
activities as it deems reasonably necessary for the conduct of
its ordinary business. We agree that at any time prior to the
Closing Date, the Company may, at its own cost and expense,
employ up to four (4) employees at the Premises and ten (10)
employees thereafter. The Company will be responsible for and
shall promptly pay any disbursements or expenses (e.g.
telephone, overnight courier, photocopy, telefacsimile,
overtime, messenger) it accrues as a result of its use of the
Premises.
4. Premises; Consents. The parties acknowledge that Apologetic
Productions may relocate out of the Premises after the
expiration of the lease covering the Premises or
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at such time which Apologetic Productions deems necessary or
advisable. Apologetic Productions agrees to utilize its best
efforts to negotiate terms and conditions on any subsequent
lease or other document governing premises which Apologetic
Productions would occupy that would allow an agreement
substantially similar to this Agreement to exist. Apologetic
Productions agrees to utilize its commercially reasonable
efforts to obtain any consents and/or waivers required as a
result of its execution of this Agreement or on any subsequent
premises it may occupy.
5. Miscellaneous. This Agreement may not be assigned without the
written consent of the other party. This Agreement represents
the entire agreement among the parties and supercedes all
prior agreements (written or oral), negotiations or
understandings among the parties with respect to the subject
matter hereof. No provision of this Agreement may be amended
or waived unless in writing by the parties hereto and no
amendment or waiver entered into shall be deemed to be an
amendment or waiver of any other provision of this Agreement.
This agreement may only be modified or amended by unanimous
consent of the Company's Board of Directors in an express
written agreement signed by all members of the Board. This
Agreement shall be governed by the laws of the State of
California (without regard to its conflict of law provisions),
as applied to agreements executed within such State. The
parties hereby consent to the jurisdiction of the courts of
the State of California, located in Los Angeles, California.
By your signature below, you hereby agree to the terms and conditions
contained herein.
Sincerely,
Apologetic Productions
By: /s/ XXXXX XXXX
-----------------------------
(Xxxxx Xxxx)
Owner
Agreed:
Xxxxx Dead, Inc.
By: /s/ XXXXXXX X. XXXX III
-----------------------------
(Xxxxxxx X. Xxxx III)
President and Chief Executive Officer
