EXHIBIT 10.1
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (Sublease) made this 23rd day of December, 2002
entered into by and between InterAmerica Technologies, Inc. as Prime Tenant and
then successor in interest, Kemron Environmental Services, Inc. now jointly
referred to herein as ("Sublandlord") and Telescience International, Inc.
(hereafter "Subtenant").
WITNESSETH:
WHEREAS, Sublandlord desires to sublease to Subtenant, and Subtenant
wishes to sublease from Sublandlord a portion of the space under then Building
Lease, attached hereto (hereinafter the "Lease"), in accordance with the terms
hereof (hereinafter a portion of the space under the lease shall be referred to
as the "Sublease Premises"); and
WHEREAS, Section VII of the Lease requires the consent of Landlord prior
to the sublease of the Sublease Premises and the Sublandlord and the Subtenant
desire to obtain the Landlord's consent try such sublease and to set forth their
understandings with respect to the terms of the sublease as more particularly
described herein.
NOW THEREFOR, the parties hereto agree as follow;
1. SUBLEASE
Sublandlord agrees to sublease to Subtenant, and Subtenant agrees to
sublease from Sublandlord the Sublease Premises in accordance with all the terms
and conditions contained in the Lease, except as otherwise specifically provided
for herein; and such terms and conditions are hereby incorporated herein as
terms and conditions of this Sublease, with each reference to Landlord and
Tenant in such Lease to be deemed to refer to Sublandlord and Subtenant; and,
together with all the following paragraph set forth in this Sublease Agreement,
shall constitute the complete terms and conditions of this Sublease Agreement.
In the event of any conflict between the Sublease and the Lease the Specific of
the Lease shall govern.
2. SUBLEASED PREMISES
For purposes of this Agreement, the "Sublease Premises" consists of
approximately 4,687 rentable square feet on the twelfth (12th) floor at 0000
Xxxxxxxx Xxxx, Xxxxxx, Xxxxxxxx and is a portion of the office space currently
occupied by Kemron, Ind. The Sublease Premises shall be shown on Exhibit A.
3. TERM
The term of this Sublease Agreement shall be for a period of approximately
eighteen and one-half (18 1/2) months commencing on or about January 15, 2003
(the "Commencement Date") and terminating on July 31, 2004 (the "Termination
Date") [unless sooner terminated herein provided]. The actual commencement date
shall be adjusted to the actual date of Sublandlord's delivery of the Sublease
Premises to Subtenant.
4. BASE RENT
Subtenant ,agrees to pay to Sublandlord a monthly rent hereunder payable
in equal monthly installments based on an annual rental of nineteen dollars and
fifty cents ($19.50) per square foot multiplied by the rentable square footage
as determined in Paragraph 2.
At the beginning of the second sublease year, the base rent shall be
increased by three percent (3%).
5. OPERATING EXPENSE AND REAL ESTATE TAX PASSTHROUGHS
Sublandlord shall waive any increases in operating expenses and real
estate taxes for the initial term of this Sublease.
6. CONDITION OF SPACE AT OCCUPANCY
Subtenant agrees to sublease said space in its "as is" condition, except
that Sublandlord shall remove one wall in the storage area to create a reception
area.
7. CONDITION OF SPACE AT TERMINATION
Upon the expiration, or termination of the term of this Sublease
Agreement, Subtenant shall deliver possession of the Sublease Premises to
Sublandlord in the same general condition as of the Commencement Date of the
Sublease, subject to ordinary wear and tear.
8. COVENANTS OF SUBLANDLORD AND SUBTENANT
The parties agree that the Lease attached thereto is incorporated herein
by reference. Subtenant agrees that it shall, at all times, keep, observe, and
perform the obligations to be performed by Sublandlord as Tenant under the Lease
with, respect to the Sublease Premises.
9. ASSIGNMENT AND SUBLETTING
Subtenant shah not sublease or assign this Sublease Agreement or any
portion thereof without prior written consent of Sublandlord, and such consent
shall not be unreasonably withheld, conditioned or delayed. Any sublease by
Subtenant shall be subject to the terms of the Lease.
10. BROKERS
Sublandlord and Subtenant both represent and warrant that they have not
employed any brokers in carrying on the negotiations of this Sublease Agreement
except The Xxxx Xxxx Company and Xxxxxxx X. Xxxxx Commercial Realty. Sublandlord
agrees to pay brokers a leasing fee per a separate agreement.
11. SECURITY PAYMENT
The value of three (3) months rent in cash shall be paid by Subtenant to
Sublandlord concurrently with the execution of this sublease two (2) months of
which shad be held as security throughout the Lease with the remaining one (1)
month applied to the first month of base rent. Within thirty (30) days after the
expiration of the term hereof, the Sublandlord shall (provided the Subtenant is
not in default under the terms hereof) refund the security deposit to the
Subtenant, less such portion thereof as the Sublandlord shall have applied to
make good any default by the Subtenant with respect to any of the Subtenant's
obligations, covenants, conditions or agreements under this Sublease, and/or to
restore the Sublet premises to it's original condition per Paragraph 7 herein.
12. USE OF DEMISED PREMISES
Subtenant shall use and occupy the demised premises solely for general
office purposes.
13. NOTICES
All notices demands, or requests between Sublandlord and Subtenant shall
be in [full compliance with section 24.6 of the lease] writing by certified
mail, addressed as follows:
[If to the Sublandlord]
Xx. Xxxx Xxxxxxxxx
InterAmerica Technologies, Inc.
0000 Xxxxxxxx Xxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
[If to the Tenant]
Telescience International, Inc.
0000 Xxxxxxxx Xxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attn: Mr. L. Xxxx Xxxxxxxx
14. PARKING
Sublandlord shall provide Subtenant with fourteen (14) free parking spaces
throughout the term of this Sublease.
15. ENTIRE AGREEMENT
This Agreement, embodies the entire agreement of tie Sublandlord and the
Subtenant with respect to the subject matter of this Agreement, and it
supersedes any prior agreements, whether written or oral, with respect to the
subject matter of this Agreement. There are no agreements or understandings with
respect to the subject matter of this Agreement which are not set forth in this
Agreement. This Agreement may be modified only by a written instrument duly
executed by the Sublandlord and the Subtenant.
16. BINDING EFFECT
The terms and provisions of this Agreement will inure to the benefit of,
and will be minding upon, the successors, assigns, personal representatives and
heirs, of the Sublandlord and the Subtenant.
17. SEVERABILITY
If any term, provision, covenant or condition of this Agreement is held by
a court of competent jurisdiction to by invalid, void or unenforceable, then,
such term, provision, covenant or condition shall be interpreted so as to be
enforceable to the fullest extent permitted by law, and the remaining terms,
provisions, covenants and conditions contained herein shall not be affected
thereby.
18. HEADINGS
The headings of the sections and subsections used in this Agreement are
inserted for the convenience of reference only and are not intended to affect
the meaning or interpretation of this agreement.
19. WAIVER
No waiver whatsoever shall be valid unless in writing and signed by the
party so waiving and then only to the extent in such writing specifically set
forth. No failure or delay on the part of any party hereto in exercising any
right, power or remedy hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise of any such right, power or remedy preclude any
other or further exercise hereunder.
20. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Virginia.
This Sublease and all rights, duties, and obligations arising hereunder
are expressly contingent upon Atlantic Realty Companies or its successor
(Landlord) approving this Sublease. Sublandlord and Subtenant agree that if the
Landlord fails or refuses to approve this Sublease within thirty (30) days of
the execution of this Sublease, or if the Landlord substantially modifies the
terms of this Sublease, then Sublandlord shall have the right, but not the
obligation, to terminate this Sublease and neither party shall have any further
liability hereunder.
IN WITNESS WHEREOF, the parties have executed this Sublease Agreement as
of the day and year first above written.
WITNESS/ATTEST SUBTENANT
Telescience International. Inc.
___________________________________ Signature:______________________________
By:_____________________________________
Title:__________________________________
Date:___________________________________
WITNESS/ATTEST SUBLANDLORD
InterAmerica Technologies, Inc.
Kemron Environmental Services, Inc.
___________________________________ Signature:______________________________
By:_____________________________________
Title:__________________________________
Date:___________________________________
WITNESS/ATTEST LANDLORD
Atlantic Realty Companies
___________________________________ Signature:______________________________
By:_____________________________________
Title:__________________________________
Date:___________________________________
