SUBLEASE
from
METATEC INTERNATIONAL CORP.
to
WHY USA NORTH AMERICA, INC.
Xxxxxxxxx Xxxxxxxx, Xxxxxxx 00 Xxxx, Xxxxxxxxx, Xxxxxxxxx
January 31, 2000
SUBLEASE
This sublease is made on Feb. 01, 2000 between Metatec International
Corp., an Ohio corporation, with a principle office at 0000 Xxxxxxx Xxxxxxxxx,
Xxxxxx, Xxxx 00000 ("Sublessor"), and WHY USA North America Inc., a(n) real
estate brokerage and telemarketing firm,Whose address is 0000 X. Xxxxxxxx,
Xxxxx 000, Xxxxxxxxx, Xxxxxxxxx 00000 ("Sublessee"), who hereby agree as
follows:
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Section 1. Sublease of Premises. On the terms and subject to the
conditions described in this agreement, Sublessor hereby subleases to
Sublessee, and Sublessee hereby subleases from Sublessor the approximate 6,000
square feet of space, as outlined on the attached Exhibit A (the "Premises"),
located in the building known as the Northlake Building on Highway 12 West,
City of Menomonie, County of Xxxx, State of Wisconsin, together with the
appurtenances thereto.
Sublessor leases the Building pursuant to that certain lease (the "Base
Lease") dated is of September 24, 1998, between Sublessor "Tenant", and
Xxxxxxx X. Xxxxxx, as "Landlord," a copy of which is attached hereto as
Exhibit B. Tenant acknowledges that all provisions of this sublease are
subject to the provisions of the Base Lease. Except as expressly provided in
this sublease, Subleasee shall comply with all terms and conditions of the
Base Lease as if Subleasee were the tenant under such Base Lease and Sublessor
were the landlord.
Section 2. Term. The term of this sublease shall commence on Feb 1, 2000
(the "Commencement Date") and shall continue in accordance with the term of
the Base Lease; provided, however, that Sublessor shall reserve the right
under Section 17 of the Base Lease to exercise its option to terminate the
Base Lease early, in which event this sublease shall so terminate.
Section 3. Rent. The annual rent payable by Sublessee to Sublessor shall
be $30,000, payable in equal monthly installments in the amount of $2,500, in
advance, on the first day of every month, commencing on the Commencement Date,
at the address of Sublessor set forth above or at such other place as
Sublessor may designate by notice to Sublessee from time to time. If the
Commencement Date is not the first day of a calendar month, Sublessee's rent
for the first and last months of the term shall be prorated on a daily basis.
In the event that rent is not paid by the first day of every month, Sublessee
shall be charged a late charge in the amount of $125.
Section 4. Security Deposit. Upon execution of this sublease, Sublessee
has deposited with Sublessor the sum of $2,500, as a security deposit, receipt
of which is hereby acknowledged by Sublessor. Such security deposit shall be
held by Sublessor, without liability for interest, as security for the
faithful performance by Sublessee of all the terms, covenants, and conditions
of this sublease to be kept and performed by Sublessee. If at any time during
the term of this sublease any of the rent herein reserved shall be overdue and
unpaid, or any other sum payable by Sublessee to Sublessor hereunder shall be
overdue and unpaid, then Sublessor may, at the its option, appropriate and
apply any portion of such security deposit to the payment of any such overdue
rent or other sum and require Sublessee to pay to Sublessor the amount so
applied so that the security deposit will at all times be in the amount set
forth above.
Section 5. Use of Premises. Sublessee shall use the Premises for Real
estate and Telemarketing and uses incidental thereto, and shall not permit the
Premises to be used for any other purpose without first obtaining Sublessor's
express written consent to that specific use. Sublessee shall occupy and use
the Premises only in a careful, safe, and proper manner and shall not commit
or permit any waste of or on the Premises.
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Section 6. Condition of Premises. Sublessor has made no representation or
warranty, express or implied, with respect to the condition of the Premises or
the fitness of the Premises for any particular use. Sublessee acknowledges
that it has fully investigated and is familiar with the size, dimensions, and
physical condition of the Premises and is accepting the Premises "as is".
Sublessor shall not be obligated to perform any work on the Premises in order
to make them suitable for Sublessee's use.
Section 7. Indemnification. Sublessee shall indemnify and save harmless
Sublessor from and against any and all claims, liabilities, losses, damages,
injuries, costs, and expenses that hereafter may occur or arise from or out
of: (a) any failure by Sublessee to make any payment to be made by Sublessee
hereunder or fully to perform or observe any obligation or condition to be
performed or observed by Sublessee hereunder, (b) any cause whatsoever in,
about, or relating to the Premises during the term of this sublease, however
or by whomever caused, including without limitation any use, misuse,
possession, occupancy, or unoccupancy of the Premises by anyone during, the
term of this sublease, or any failure by Sublessee to perform and observe all
obligations and conditions to be performed and observed by it under this
sublease, or the condition of the Premises, and (c) any costs or expenses,
incurred or paid by Sublessor in connection with the foregoing, including
reasonable attorneys' fees and other costs and expenses in prosecuting or
defending any of the foregoing whether litigated or unlitigated.
Section 8. Cumulative Rights and Remedies. Each right or remedy of
Sublessor under this agreement or now or hereafter available to Sublessor by
statute, at law, in equity, or otherwise shall be cumulative and concurrent
and shall be in addition to every other such right or remedy, and neither the
existence, availability, nor exercise of any one or more of such rights or
remedies shall preclude or otherwise affect the simultaneous, or later
exercise by Sublessor of any or all such other rights or remedies.
Section 9. Survival of Obligations. No termination of this sublease and
no repossession of the Premises or any part thereof shall relieve Sublessee of
its liabilities and obligations hereunder all of which shall survive such
termination or repossession.
Section 10. Assignment or Sublease. Sublessee shall neither assign this
sublease nor sublease all or any part of the Premises without first obtaining
Sublessor's express written consent to such assignment or sublease.
Section 11. Sublessor's Access. Sublessor and its designees shall have
the right to enter the Premises at any reasonable times for the purposes of
inspecting the Premises or performing any work which the Sublessor elects to
undertake. Nothing herein shall imply any duty upon Sublessor to do any such
work which under any provision of this sublease Sublessee is required to
perform, and the performance thereof by Sublessor shall not constitute a
waiver of Sublessee's default.
Section 12. Notices. Any notice or request required or desired to be
given to either party shall be in writing and shall be deemed given when
delivered personally to that party's address set
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forth at the beginning of this sublease or when deposited in the United States
mail, postage prepaid, addressed to that party at that address or, in either
case, at such other address as that party may theretofore have designated in
notice to the party giving notice.
Section 13. Complete Agreement. This document (with its exhibits, which
are hereby incorporated herein by reference) contains the entire agreement
between the parties and supersedes any prior discussions representations,
warranties, or agreements between them respecting the subject matter. No
changes, alterations, modifications, additions, or qualifications to this
agreement shall be made or be binding unless made in writing and signed by
each of the parties.
Section 14. Counterparts. This agreement may be executed in several
counterparts, and each executed counterpart shall be considered as an original
of this agreement.
Section 15. Brokers. The parties to this sublease acknowledge that no
broker has been involved with the transaction contemplated by this sublease
except for and that each of the parties shall be
responsible for paying all commissions and fees due to any broker engaged by
either of the parties.
Section 16. Phone System. Sublessee has agreed to purchase from Sublessor
the phone system and office furniture that Sublessor has had installed in the
Premises for a purchase price of $22,000, due and payable in cash or other
funds readily convertible to cash upon the signing of this lease. Sublessor
shall deliver to Sublessee a xxxx of sale evidencing such purchase in form
mutually acceptable to Sublessor and Sublesee. At the expiration of this
sublease, Sublessee shall remove the phone system from the Premises and shall
be responsible to restore the Premises to the condition they were in
immediately prior to such removal.
Section 17. Consent by Landlord. This sublease shall not be effective
until it is consented to by the Landlord under the Base Lease, and a copy of
such consent shall be attached to this sublease.
METATEC INTERNATI0NAL CORP.
By/s/Xxxxxxx Xxxxxx 2/1/2000
WHY USA NORTH AMERICA, INC
By/s/ Xxx Xxxxxxxxx 2-16-2000
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