Exhibit 10.6
COMMERCIAL LEASE
This lease is made between BJP Properties, Inc., whose business address is
00000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxxx, Xxxxxxxxxx, herein called
Lessor, and NuWay Energy, Inc., whose business address is also 00000 Xxxxx
Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxxx, Xxxxxxxxxx, herein called Lessee. Lessee
hereby offers to lease from Lessor the premises situated in the City of Laguna
Hills, County of Orange County, State of California, described as 00000 Xxxxx
Xxxxxx Xxxxx, Xxxxx 000, upon the following TERMS AND CONDITIONS:
1. TERM AND RENT. Lessor demises the above premises for a term of twelve
(12) months commencing September 15, 2002, and terminating on June 15, 2003, or
sooner as provided herein at the monthly rental for the first two months at
$6,850.00 and then beginning November 21, 2002, the rent shall increase to seven
thousand three hundred and 00/100 Dollars ($7,300.00), payable in the manner set
forth in Section 3. All rental payments shall be made to Lessor at the address
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specified above.
2. HOLDOVER. Any holding over after the term of this Agreement expires
shall create a month-to-month tenancy, which either party may terminate with
sixty (60) days prior written notice. Rent shall be at $7,30.00. All other
terms and conditions of the Lease shall remain in full force and effect.
3. RENT PAYMENT. Each month, Lessor shall send Lessee a written invoice of
monthly amounts due. The invoice shall include the monthly amount charged, the
amount on retainer and the amount due, if any. Rent payment shall be payable
within fifteen (15) days of receipt of Lessor's invoice to Lessee regarding the
Base Rent. The Lessee's Rent may be payable, in the sole discretion of Lessee,
in cash or unregistered shares of Lessee common stock ("Shares").
4. PROPERTY DESCRIPTION. The office space to be leased is described in the
map set forth in Schedule C.
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5. USE. Lessee shall use and occupy the premises for general office
purposes. The premises shall be used for no other purpose. Lessor represents
that the premises may lawfully be used for such purpose.
6. ALTERATIONS. Lessee shall not, without first obtaining the written
consent of Lessor, make any alterations, additions, or improvements in to or
about the premises.
7. ORDINANCES AND STATUES. Lessee shall comply with all statutes,
ordinances and requirements of all municipal, state and federal authorities now
in force, or which may hereafter be in force, pertaining to the premises,
occasioned by or affecting the use thereof by Lessee.
8. ASSIGNMENT AND SUBLETTING. Lessee shall not assign this lease or sublet
any portion of the premises without prior written consent of the Lessor, which
shall not be unreasonably withheld. Any such assignment or subletting without
consent shall be void and, at the option of the Lessor, may terminate this
lease.
9. ENTRY AND INSPECTION. Lessee shall permit Lessor or Lessor's agents to
enter upon the premises at reasonable times and upon reasonable notice, for the
purpose of inspecting the same, and will permit Lessor at any time within sixty
(60) days prior to the expiration of this lease, to place upon the premises any
usual "To Let" or "For Lease" signs, and permit persons desiring to lease the
same to inspect the premises thereafter.
10. EMINENT DOMAIN. If the premises or any part thereof or any estate
therein, or any other part of the building materially affecting Lessee's use of
the premises, shall be taken by eminent domain, this lease shall terminate on
the date when title vests pursuant to such taking. The rent, and any additional
rent, shall be apportioned as of the termination date, and any rent paid for any
period beyond that date shall be repaid to Lessee. Lessee shall not be entitled
to any part of the award for such taking or any payment in lieu thereof, but
Lessee may file a claim for any taking of fixtures and improvements owned by
Lessee, and for moving expenses.
11. DESTRUCTION OF PREMISES. In the event of a partial destruction of the
premises during the term hereof, from any cause, Lessor shall forthwith repair
the same, provided that such repairs can be made within sixty (60) days under
existing governmental laws and regulations, but such partial destruction shall
not terminate this lease, except that Lessee shall be entitled to a
proportionate reduction of rent while such repairs are being made, based upon
the extent to which the making of such repairs shall interfere with the business
of Lessee on the premises. If such repairs cannot be made within said sixty
(60) days, Lessor, at his option, may make the same within a reasonable time,
this lease continuing in effect with the rent proportionately abated as
aforesaid, and in the event that Lessor shall not elect to make such repairs
which cannot be made within sixty (60) days, this lease may be terminated at the
option of either party. In the event that the building in which the demised
premises may be situated is destroyed to an extent of not less than one-third of
the replacement costs thereof, Lessor may elect to terminated this lease whether
the demised premises be injured or not. A total destruction of the building in
which the premises may be situated shall terminated this lease.
12. SECURITY DEPOSIT. Lessee shall deposit with Lessor on the signing of
this lease the sum of ($6,850.00) as security for the performance of Lessee's
obligations under this lease, including without limitation the surrender of
possession of the premises to Lessor as herein provided. If Lessor applies any
part of the deposit to cure any default of Lessee, Lessee shall on demand
deposit with Lessor the amount so applied so that Lessor shall have the full
deposit on hand at all times during the term of this lease.
13. COMMON AREA. Lessee shall have access to all common areas of the
property.
14. COMMUNICATIONS; COMPUTERS. Lessor shall provide Lessee:
a. Internet connectivity similar to that provided to other lessees of the
building;
b. Shared use of office copier and network (LAN) services on a shared basis;
provided that, Lessee shall pay a surcharge for use that exceeds the
proportionate share of all users, allocated on a direct cost basis;
c. One Compaq-brand computer and flat-screen computer monitor; and
d. Use of existing telephone system, provided that, Lessee shall provide and
pay for its own local and long distance carriers and services and Lessee shall
provide its own staffing (or voicemail services) to answer inbound calls and a
separate ringing station for reception of inbound calls and costs related to the
setup of such services shall be borne by Lessee.
15. WAIVER. No failure of Lessor to enforce any term hereof shall be deemed
to be a waiver.
16. STOCK OWNERSHIP. Lessor represents as follows:
a. Lessor shall acquire the Shares, for its own account for investment only
and not with a view towards, or for resale in connection with, the public sale
or distribution thereof, except pursuant to sales registered or exempted
under the Securities Act of 1933, as amended ("1933 Act").
x. Xxxxxx understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of United
States federal and state securities laws and that the Lessee is relying in
part upon the truth and accuracy of, and such Lessor's compliance with, the
representations, warranties, agreements, acknowledgments and understandings of
Lessor set forth herein in order to determine the availability of such
exemptions and the eligibility of Lessor to acquire such securities.
x. Xxxxxx acknowledges that the Shares, upon receipt, will not have been and
registered under the 1933 Act or any state securities laws, and may not be
offered for sale, sold, assigned or transferred unless (A) subsequently
registered thereunder, or (B) Lessor shall have delivered to Lessee an opinion
of counsel, in a generally acceptable form, to the effect that such securities
to be sold, assigned or transferred may be sold, assigned or transferred
pursuant to an exemption from such registration requirements; (ii) any sale of
such securities made in reliance on Rule 144 under the 1933 Act (or a successor
rule thereto) ("Rule 144") may be made only in accordance with the terms of
Rule 144 and further, if Rule 144 is not applicable, any resale of such
securities under circumstances in which the seller (or the person through whom
the sale is made) may be deemed to be an underwriter (as that term is
defined in the 0000 Xxx) may require compliance with some other exemption under
the 1933 Act or the rules and regulations of the Securities and Exchange
Commission ("SEC") thereunder; and (iii) neither Lessee nor any other person
is under any obligation to register such securities under the 1933 Act or
any state securities laws or to comply with the terms and conditions of any
exemption there under. Lessee reserves the right to place stop transfer
instructions against the shares and certificates for the Shares.
x. Xxxxxx understands that the Shares shall bear a restrictive legend in
substantially the following form (and a stop transfer order may be placed
against transfer of such stock certificates):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES HAVE BEENACQUIRED SOLELY FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE
OFFERED FOR SALE, SOLD,TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE
SECURITIES LAWS.
x. Xxxxxx is an "Accredited Investor" as that term is defined in Rule
501(a)(3) of Regulation D promulgated under the 1933 Act.
17. ATTORNEY'S FEES. In case suit should be brought for recovery of the
premises, or for any sum due hereunder, or because of any act which may arise
out of the possession of the premises, by either party, the prevailing party
shall be entitled to all costs incurred in connection with such action,
including a reasonable attorney's fee.
18. NOTICES. Any notice which either party may or is required to give,
shall be given by mailing the same, postage prepaid, to Lessee at the premises,
or Lessor at the address specified above, or at such other places as may be
designated by the parties from time to time.
19. HEIRS, ASSIGNS, SUCCESSORS. This lease is binding upon and inures to
the benefit of the heirs, assigns and successors in interest to the parties.
20. ENTIRE AGREEMENT. The foregoing constitutes the entire agreement
between the parties and may be modified only by a writing signed by both
parties. The following Schedule C been made a part of this lease before the
parties' execution hereof:
Signed this 15th day of September, 2002.
LESSEE: LESSOR:
NUWAY ENERGY, INC. BJP PROPERTIES, INC.
/s/ /s/
Exhibit 21.1 List of Subsidiaries of the Registrant
Name Jurisdiction Names under which it does
business
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Nevada Resources, Inc. (1) Nevada, USA (same)
Latin American Casinos Del Peru S.A. (1) Peru (same)
Latin American Casinos of Colombia LTDA (1) Columbia (same)
World's Best Rated Cigar Company (2) Florida (same)
NuWay Sports, LLC (3) California (same)
(1) Sold effective October 1, 2002
(2) Ceased operations during November 2002
(3) Joint venture company formed December 2003 but not active until January
2003
