Exhibit 10.1
SUBLEASE
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1. PARTIES.
This Sublease, dated May 16, 2002 is made between DHR International, Inc.,
an Illinois Corporation ("Sublessor"), and Transworld Benefits, Inc., a
Nevada Corporation ("Sublessee").
2. MASTER LEASE.
Sublessor is the tenant under a written lease dated February 14, 2000 (the
"Master Lease"), wherein World Trade Center Building, Inc., a Corporation
(as "Lessor"), leased to Enterprise Profit Solutions Corporation (as
"Lessee") 3,875 rentable square feet at 00000 Xxx Xxxxxx Xxxxxx, Xxxxx
0000, Xxxxxx, Xxxxxxxxxx. The Lease was assigned to DHR International, Inc.
The Master Lease, as amended and assigned shall be collectively referred to
herein as the "Lease" and is attached as Exhibit "A" to this Sublease. All
capitalized terms referred to herein shall have the meanings given to them
in the Lease unless otherwise specified herein.
3. PREMISES.
Sublessor hereby Subleases to Sublessee on the terms and conditions set
forth in this Sublease the entire Premises of 3,875 rentable square feet as
described above (the "Premises").
4. WARRANTY BY SUBLESSOR.
Sublessor warrants and represents to Sublessee that to Sublessor's actual
knowledge, Sublessor is not now, and as of the commencement of the Sublease
Term hereof will not be, in default or breach of any of the provisions of
the Lease, and that Sublessor has no knowledge of any claim by Lessor that
Sublessor is in default or breach of any of the provisions of the Lease.
5. TERM.
The "Sublease Term" shall be for the remainder of the Lease Term expiring
March 14, 2005. The Sublease Term shall commence on the date ("Commencement
Date") which is the date of delivery of the Premises by Sublessor to
Sublessee, estimated to be July 1, 2002 and (ii) the date upon which Lessor
consents to this Sublease. Notwithstanding the foregoing, if Sublessor has
not delivered Possession to Sublessee by August 1, 2002, then at any time
thereafter and before delivery of possession of the Premises to Sublessee,
Sublessee may give written notice to Sublessor of Sublessee's intention to
cancel this Sublease. Said notice shall set forth an effective date for
such cancellation which shall be at least ten (10) days after delivery of
said notice to Sublessor. If Sublessor delivers possession to Sublessee on
or before such effective date this Sublease shall remain in full force and
effect. If Sublessor fails to deliver possession to Sublessee on or before
such effective date, this Sublease shall be cancelable by Sublessee, in
which case all consideration previously paid by Sublessee to Sublessor on
account of this Sublease shall be returned to Sublessee, this Sublease
shall thereafter be of no further force or effect, and Sublessor shall have
no further liability to Sublessee on account of such delay or cancellation.
6. RENT AND SECURITY DEPOSIT.
Sublessee shall pay to Sublessor as Rent, without deduction, offset, notice
or demand, at a location to be provided in writing to Sublessee, the sum of
$8,559.25 per month, on the first day of each month of the Sublease Term.
If Sublessee fails to pay any installment of rent within five days of when
due or if Sublessee fails to make any other payment for which Sublessee is
obligated under this Sublease within five days of when due, such late
amount will accrue charges in the same manner and amount as provided in
Section 22 (f) of the Lease. The Rent shall increase on the first day of
the seventeenth month of the Sublease Term to $8,946.75. The Sublessee
shall pay to Sublessor upon execution of this Sublease $25,677.75 as Rent
for months one, two and three of the Sublease Term and an additional
$26,840.25 as a Security Deposit to be held by Sublessor and treated in the
same manner as is outlined in Section 7 of the Lease. If the Sublease Term
begins on a day other than the first day of a month, the Rent for the
partial months shall be prorated on a per diem basis based on the actual
number of days in the month in which the Sublease commences. Additional
provisions:
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- Sublessee shall pay the Operating Expenses and Taxes associated with
the Premises and the Project above the 2002 Base Year. These payments
shall be made by Sublessee to Sublessor. The method of calculating
and paying Operating Expenses and Taxes shall be per the Lease.
- Sublessee shall take the Premises on an "AS-IS" basis. Sublessor shall
leave the Premises in good working order.
- Sublessee shall be allowed to install signage per the Lease adjacent
to the Premises' entry and on all common area suite identification
where applicable, subject to the approval of Landlord.
- Sublessee shall have the right to further sublease or assign any
portion of the Premises subject to the applicable terms in the Lease,
and subject to the prior reasonable written consent of Sublessor and
Lessor, which consent shall be requested and granted or denied in
accordance with the applicable terms of the Lease.
7. OTHER PROVISIONS OF SUBLEASE.
All applicable terms and conditions of the Lease are incorporated into and
made a part of this Sublease as if Sublessor were the Lessor, as
applicable, thereunder, and Sublessee the Lessee thereunder. Sublessee
assumes and agrees to perform all of the Lessee's obligations under the
Lease during the Sublease Term to the extent that such obligations are
applicable to the Premises, except that the obligation to pay rent to
Lessor under the Lease shall be considered performed by Sublessee by its
payment to Sublessor of the amounts set forth in Section 6 of this
Sublease. Sublessee shall cause Sublessor to be named as an additional
insured on the policies of insurance required to be maintained by Sublessee
pursuant to Section 19 of the Lease. Sublessee shall not commit or suffer
any act or omission that will violate any of the provisions of the Lease or
Sublessee. If Sublessee shall be in default under this Sublease, Sublessor
will be entitled to exercise any of the remedies provided for in Section 22
of the Lease. Notwithstanding anything to the contrary contained in this
Sublease, Sublessee agrees that performance by Sublessor of its obligations
hereunder are conditional upon due performance by the Lessor of its
obligations under the Lease, and Sublessor shall not be liable to Sublessee
for any default of the Lessor under the Lease. Sublessee shall not have any
claim against Sublessor by reason of the Landlord's failure or refusal to
comply with any of the provisions of the Lease, as applicable, unless such
failure or refusal is a result of Sublessor's act or failure to act.
Sublessor shall exercise due diligence in attempting to cause Lessor to
perform its obligations under the Lease for the benefit of Sublessee.
Notwithstanding the foregoing, if the Lease gives Sublessor any right to
terminate the Lease in the event of the partial or total damage,
destruction, or condemnation of the Premises or the building or project of
which the Premises are a part, the exercise of such right by Sublessor
shall not constitute a default or breach hereunder.
8. ATTORNEYS' FEES.
If either Sublessor or Sublessee shall commence legal action against the
other arising out of or in connection with this Sublease, the prevailing
party shall be entitled to recover its costs of suit and reasonable
attorneys' fees.
9. INDEMNITY.
Sublessee hereby agrees to protect, defend, indemnify and hold Sublessor
harmless from and against any and all liabilities, claims, expenses, losses
and damages, including, without limitation, reasonable attorneys' fees and
disbursements, which may at any time be asserted against Sublessor by (a)
the Lessor for failure of Sublessee to perform any of the covenants,
agreements, terms, provisions or conditions contained in the Lease which by
reason of the provisions of this Sublease Sublessee is obligated to
perform, or (b) any person by reason of Sublessee's use and/or occupancy of
the Premises. The provisions of this Section 9 shall survive the expiration
or earlier termination of the Lease and/or this Sublease, except to the
extent any of the foregoing is caused or by the negligence of Sublessor.
10. CANCELLATION OF LEASE.
In the event of the cancellation or termination of the Lease for any reason
whatsoever or of the involuntary surrender of the Lease by operation of law
prior to the expiration date of this Sublease, Sublessee agrees to make
full and complete attornment to the Lessor under the Lease for the balance
of the Sublease Term and upon the then executory terms hereof at the option
of the Lessor at any time during Sublessee's occupancy
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of the Premises, which attornment shall be evidenced by an agreement in
form and substance reasonably satisfactory to the Lessor. Sublessee agrees
to execute and deliver such an agreement at any time within ten (10)
business days after request of the Lessor, and Sublessee waives the
provisions of any law now or hereafter in effect which may give Sublessee
any right of election to terminate this Sublease or to surrender possession
of the Premises in the event any proceeding is brought by the Lessor under
the Lease to terminate the Lease.
11. AGENCY DISCLOSURE.
Sublessor and Sublessee each warrant that they have dealt with no other
real estate broker in connection with this transaction except Xxxxxxx Real
Estate Group (Sublessee's Broker") and Corporate Real Estate Advisors
("Sublessor's Broker").
12. COMMISSION.
Upon execution of this Sublease, and consent thereto by Lessor, Sublessor
shall pay Corporate Real Estate Advisors a real estate brokerage commission
in accordance with Sublessor's contract with Sublessor's Broker for the
subleasing of the Premises. Sublessor's Broker shall then pay Sublessee's
Broker a commission in accordance with their separate agreement and
Sublessor's contract with Sublessor's Broker. Sublessor shall have no
obligation to Sublessee's Broker other than payment of the commission to
Sublessor's Broker.
13. NOTICES.
All notices and demands which may or are to be required or permitted to be
given by either party on the other hereunder shall be in writing in the
manner set forth in Section 9 of the Lease. All notices and demands by the
Sublessor to Sublessee shall be mailed to the Sublessee at the Premises, or
to such other place as Sublessee may from time to time designate in a
notice to the Sublessor. All notices and demands by the Sublessee to
Sublessor shall be mailed to the Sublessor at DHR International, Inc.,
Suite 2220, 00 Xxxxx Xxxxxxxxx Xxxxx, Xxxxxxx, XX 00000, Attention: Xxxxxx
Xxxxx, and/or to such other person or place as the Sublessor may from time
to time designate in a notice to the Sublessee. In the event Sublessee
receives a notice of default under the Lease, Sublessee will provide a copy
of such notice to Sublessor within three (3) days after Sublessee's receipt
thereof.
14. FURNITURE.
Sublessee shall have the use of the furniture currently located within the
Premises during the Sublease Term. Sublessee shall surrender the Premises
and furniture to Sublessor in the same condition as received, normal wear
and tear excepted, at the expiration or earlier termination of this
Sublease. An inventory of furniture is attached as Exhibit "B".
15. TELEPHONE SYSTEM.
Sublessee shall have the use of the existing telephone system located
within the Premises during the Sublease Term. Sublessee shall surrender the
telephone system to Sublessor in the same condition as received, normal
wear and tear excepted, at the expiration or earlier termination of this
Sublease. A description and an inventory of the equipment and services
comprising the telephone system is attached as Exhibit "C".
16. APPROVAL BY LESSOR.
This Sublease is conditioned upon Sublessor's receipt in writing of
Lessor's Consent to this Sublease.
SUBLESSOR: SUBLESSEE:
By: By: Transworld Benefits, Inc.
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Name: Name: /s/ Xxxxxxx X. Seven
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Title: Title: Chairman/CEO
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Date: Date: 08-07-02
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INDEMNIFICATION AGREEMENT
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This Indemnity Agreement (this "Agreement"), is entered into as of October
1, 2002 between Transworld Benefits, Inc. ("Transworld") and DHR International,
Inc., ("DHR").
RECITALS
WHEREAS, Enterprise Profit Solutions Corporation ("EPS") and Transworld)
have entered into a sublease of the real estate commonly known as 00000 Xxx
Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxx (the "Premises");
WHEREAS, DHR has purchased certain assets of EPS and is in possession of
the Premises;
WHEREAS, DHR is paying the rent on the Premises to the Master Landlord;
AND WHEREAS, DHR seeks to have Transworld make payments under the sublease
to the order of DHR;
NOW THEREFORE, the parties agree as follows:
1. Transworld agrees to make payments of rent under the sublease directly
to and to the order of DHR.
2. DHR agrees to indemnify and hold harmless Transworld against any and
all losses, claims, damages, obligations, penalties, judgments,
awards, liabilities, costs, expenses and disbursements resulting from
any payments of rent under the sublease to DHR.
3. If any action, suit, proceeding or investigation is commenced, as to
which Transworld proposes to demand indemnification, Transworld agrees
to notify DHR with reasonable promptness; provided, however, that any
failure by Transworld to notify DHR shall not relieve DHR from its
obligations hereunder except to the extent that DHR is materially
prejudiced thereby.
4. If DHR so elects, or is requested by Transworld, DHR will assume the
defense of such action, suit, proceeding or investigation, including
the employment of counsel reasonably acceptable to Transworld, and the
payment of the reasonable fees and disbursements of such counsel.
IN WITNESS WHEREOF, the parties hereto have entered into this Indemnity
Agreement effective as of the date first written above.
TRANS WORLD BENEFITS INC. DHR INTERNATIONAL. INC.
BY: /s/ Xxxxxxx X. Seven BY: /s/ Xxxxx Xxxxxxx
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TITLE: CEO TITLE: CEO
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AMENDMENT NO. 1 TO OFFICE BUILDING LEASE AND
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CONSENT OF LANDLORD TO SUBLEASE
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WORLD TRADE CENTER BUILDING, INC., a corporation ("Landlord" or "Master
Landlord"), is the current landlord under that certain Office Building Lease
dated February 14, 2000 (the "Lease" or the "Master Lease"), entered into by and
between ENTERPRISE PROFIT SOLUTIONS CORPORATION, a Delaware corporation
("Tenant" or "Sublessor"), as tenant, and Master Landlord, as landlord, pursuant
to which Sublessor currently leases certain space commonly known as 00000 Xxx
Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxx (the "Premises") as more particularly
depicted in the Master Lease. Master Landlord hereby consents to the sublease of
the entire Premises by Sublessor to TRANS WORLD BENEFITS, INC., a Nevada
corporation ("Sublessee") on the terms stated herein.
Master Landlord's consent is not intended, and shall not be construed (i)
to modify or to otherwise affect any of the provisions of the Master Lease, or
to release Sublessor from any of its obligations and duties under the Master
Lease, (ii) as a waiver of any of Master Landlord's rights under the Master
Lease, (iii) as an authorization or a consent by Master Landlord to any
assignment of the interest of Sublessor in the Master Lease or to the further
subleasing of the Premises, and/or (iv) as binding or obligating Master Landlord
in any manner whatsoever with respect to any of the covenants, undertakings,
representations, warranties or agreements contained in that certain Sublease
entered into by and between Sublessor and Sublessee and dated May 16, 2002 (the
"Sublease Agreement").
Notwithstanding the foregoing, it is a condition to Master Landlord's
consent to the Sublease Agreement that Sublessee's occupancy of the Premises and
the Sublease Agreement are subject to the following:
(i) Sublessee's occupancy of the applicable portion of the Premises and the
Sublease Agreement will be subject and subordinate to the Master Lease and to
all mortgages which are secured, in whole or in part, by the Premises;
(ii) Master Landlord may enforce the provisions of the Sublease Agreement
directly against Sublessee;
(iii) Sublessor's agreement to increase the Security Deposit held by Master
Landlord pursuant to Section 7 of the Master Lease by $10,075.00 concurrently
with Sublessor's execution hereof (provided that if Sublessor timely makes all
payments of rent under the Master Lease for the twelve [12] consecutive months
immediately following the full execution hereof, Landlord shall return such
additional Security Deposit to Tenant within thirty [30] days thereafter); and
(iv) in the event of termination of the Master Lease for any reason
whatsoever, including, without limitation, a voluntary surrender or default by
Sublessor, or in the event of any re-entry or repossession of the Premises by
Master Landlord, Master Landlord may, at its option, either (a) terminate the
Sublease Agreement and Sublessee's occupancy of the Premises, or (b) take over
all of the right, title and interest of Sublessor, as sublandlord, under the
Sublease Agreement, in which case the Sublessee will attorn to Master Landlord,
but that nevertheless Master Landlord will not (1) be liable for any previous
act or omission of Sublessor under the Sublease Agreement, (2) be subject to any
defense or offset previously accrued in favor of the Sublessee against
Sublessor, or (3) be bound by any previous prepayment by Sublessee of more than
one month's rent.
[NO FURTHER TEXT ON THIS PAGE]
This Amendment No. 1 to Office Building Lease and Consent of Landlord to
Sublease has been executed this ______ day of September, 2002.
WORLD TRADE CENTER BUILDING, INC.,
a corporation
By: CB Xxxxxxx Xxxxx, Inc.,
a Delaware corporation,
Its Authorized Agent
By:
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Print Name:
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Print Title:
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The undersigned Sublessor and Sublessee referred to hereinabove hereby
acknowledge and accept the terms and conditions of this Amendment No. 1 to
Office Building Lease and Consent of Landlord to Sublease.
Sublessor:
ENTERPRISE PROFIT SOLUTIONS
CORPORATION, a Delaware corporation
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Its: CEO
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Sublessee:
TRANS WORLD BENEFITS, INC.,
a Nevada corporation
By: /s/ Xxxxxxx X. Seven
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Name: Xxxxxxx X. Seven
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Its: CEO
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By:
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Name:
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Its:
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