X-0
Xxxxxxx Xx. 0
Xxxx & Xx.
Xxxx 10-SB, Amend. No. 2
File No. 0-26607
RENTAL AGREEMENT
This agreement is made effective this 15th day of April, 1998
between Xxxxx Xxxx, a Utah resident ("Landlord") and Xxxx & Co. a
Nevada Corporation ("Tenant").
1. Premises In consideration of rents, covenants and
agreements herein, Landlord agrees to rent to Tenant 100 square
feet of office space located at 0000 XXXXX XXXXXX XXXXX, #X000
XXXXX, XXXX 00000.
2. Term and commencement date. The term of this lease shall be
on a month-to-month basis commencing on April 15, 1999.
3. Rental Amount. Tenant agrees to pay Landlord at such place
as Landlord may designate, without prior demand, and without any
deduction or setoff whatsoever, a base rent of $100.00 per month,
to be received by Landlord on the last day of the month. The
parties agree that payment for the first 14.5 months shall be
included in the issuance of one million shares of the Tenant's
common stock to Landlord. All rental amounts thereafter shall
accrue until such time as Tenant has a minimum net cash flow of
$50,000 for the prior twelve months. Ten percent of such net
cash flow shall first be applied to payment of accrued rent.
4. Utilities Tenant will be responsible for payment of its own
phone utilities. Landlord shall provide heat, power, water,
sewer, and garbage collection.
5. Use Tenant agrees to use the premises for the purposes of
operating an Internet based retail Company.
6. Laws, Waste, Nuisance Tenant covenants that it: (a) Will
comply with all governmental laws, ordinances, regulations, and
requirements, now in force, or which hereafter may be in force,
of any lawful governmental body or authorities having
jurisdiction over the Premises; (b) Will keep the Premises and
every part thereof in a clean, neat, and orderly condition, free
of objectionable noise, odors, or nuisances, and will in all
respects and at all times, fully comply with all health and
police regulations; (c) Shall not suffer, permit, or commit any
waste.
7. Miscellaneous.
1. The execution and performance of this Agreement has been
duly authorized by all requisite individual or corporate actions
and approvals and is free of conflict or violation of any other
individual or corporate actions and approvals entered into
jointly and severally by the parties hereto. This Agreement
represents the entire Agreement between the parties hereto, and
supersedes any prior agreements with regards to the subject
matter hereof. This Agreement may be executed in any number of
facsimile counterparts with the aggregate of the counterparts
together constituting one and the same instrument. This
Agreement constitutes a valid and binding obligation of the
parties hereto and their successors, heirs and assigns and may
only be assigned or amended by written consent from the other
party.
2. No term of this Agreement shall be considered waived and no
breach excused by either party unless made in writing. In the
event that any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this
Agreement, and this Agreement shall be constructed as if it never
contained any such invalid, illegal or unenforceable provisions.
The parties hereto shall cooperate with each other to achieve the
purpose of this Agreement. From time to time, each party will
execute additional instruments and take such action as may be
reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry
out the intent and purposes of this Agreement.
3. The validity, interpretation, and performance of this
Agreement shall be controlled by binding arbitration in the State
of Utah under the rules then obtaining of the American
Arbitration Association. Such arbitration ruling shall be final
and binding amongst the parties herein. If any action is brought
to enforce or interpret the provisions of this Agreement, the
prevailing party shall be entitled to recover reasonable
attorneys' fees, court costs, and other costs incurred in
proceeding with the action from the other party.
4. The parties hereto agree to indemnify, hold harmless and
defend the other from and against all demands, claims, actions,
losses, damages, liabilities, costs and expenses, including
without limitation, interest, penalties, court fees, and
attorney's fees and expenses asserted against or imposed or
incurred by either party by reason of or resulting from a breach
of any representation, warranty, covenant condition or agreement
of the other party to this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date herein above written.
Accepted this 15th day of April 1998
Landlord
Tenant
