Exhibit 10.1
SUBLEASE AGREEMENT
This Sublease Agreement is made and entered into as of this 20th day
of March, 1998, by and between First Health Strategies, Inc., a Delaware
corporation ("Sublessor") and KnowledgeLink Interactive, Inc., a Delaware
corporation ("Sublessee").
RECITALS
A. Sublessor is the tenant under that certain lease dated February 18,
1997, as amended by that certain Rider Agreement dated February 18, 1997 (the
"Lease") by and between Aetna Life Insurance Company ("Landlord"), as Landlord,
whereby Landlord leased to Sublessor approximately 5,921 net rentable square
feet of office space (the "Leased Premises") located on the 3rd floor of the
building known as 000 Xxxxxxxx Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx (the
"Building"). A copy of the Lease is attached hereto as Exhibit A and made a part
hereof.
B. Sublessor desires to sublet a portion of the Premises, part of the
3rd floor, comprised of approximately 4901 net rentable square feet as more
particularly described in Exhibit "B" attached hereto (inclusive of the slashed
area and exclusive of the cross hatched area) (the "Subleased Premises") to
Sublessee, and Sublessee desires to sublet the Subleased Premises from
Sublessor.
Now, therefore, in consideration of the mutual covenants contained
herein, the parties agree as follows:
1. All capitalized terms set forth herein shall have the same meaning
as set forth in the Lease.
2. Sublessor hereby leases to Sublessee for Subleased Premises in its
"as is condition, for a term beginning April 1, 1998, and ending on midnight on
March 31, 2000, unless sooner terminated in accordance with this Sublease
Agreement. Sublessor shall not be required to exercise any renewal or extension
options, contained in the Lease, including but not limited to paragraph 5 of the
Rider Agreement.
3. Notwithstanding Article II of the Lease regarding Rent, Sublessee
agrees to pay to Sublessor as Base Rent the sum of Six Thousand One Hundred
Twenty Six Dollars and Twenty Five Cents ($6126.25) payable to Sublessor in
equal monthly installments in advance on the first day of each month during the
term, commencing on May 1, 1998, for the term of this Sublease Agreement, with
the first months rent due upon Sublease Agreement execution by Sublessee.
Sublessee will have no obligation to pay Base Rent for the month of April, 1998.
Sublessee shall have no obligation to pay for the additional pass through
expenses set forth in the Lease as real estate taxes and Operating Expenses.
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4. Sublessee shall pay to Sublessor the sum of Three Hundred Six
Dollars and Thirty One Cents ($306.31) per month for the Term of this Sublease
Agreement for the purchase of all the office furniture (not including any
computers, telephones, telephone systems or other technology) owned by the
Sublessor which is located in the Subleased Premises, as of the date of
occupancy of the Subleased Premises. Sublessor shall provide Sublessee a xxxx of
sale for the furniture.
5. Upon execution of this Sublease, Sublessee will deposit with
Sublessor a security deposit of two months Rent ($12,253.00) (the "Deposit") as
security for performance of Sublessee' s obligations under this Sublease. In the
event Sublessee fully complies with all the terms and conditions of this
Sublease Agreement during the first 12 months of the Term of this Sublease
Agreement, Sublessor will return one half of the Deposit to Sublessee. In the
event Sublessee fully complies with all the remaining terms and conditions of
this Sublease Agreement, the remaining amount of the Deposit shall be refunded
to Sublessee, without interest unless otherwise required by law, no later than
30 days after the expiration of this Sublease Agreement.
6. This Sublease Agreement is subject and subordinate to the Lease.
Except as may be inconsistent with the terms of this Sublease Agreement, all of
the terms, covenants and conditions in the Lease shall be applicable to this
Sublease Agreement with the same force and effect as if Sublessor were the
landlord under the Lease and Sublessee were the tenant under the Lease. In case
of any breach by Sublessee, Sublessor shall have all the rights against
Sublessee as would be available to the landlord against the tenant under the
Lease. Sublessee hereby agrees to assume and perform all of the obligations of
Sublessor as tenant/lessee under the Lease.
7. The only services or rights to which Sublessee is entitled are
those to which Sublessor is entitled under the Lease and for all such services
and rights, Sublessee will look to the Landlord under the Lease.
8. Sublessee shall not do or permit anything to be done which would
cause the Lease to be terminated or forfeited. Sublessee shall indemnify and
hold Sublessor harmless from and against all claims of any kind whatsoever by
reason of Sublessee' s use or occupancy of the Subleased Premises or any breach
or default on the part of Sublessee by reason of which the Lease may be
terminated or forfeited.
9. Sublessee shall not assign this Sublease Agreement nor further
sublease the Subleased Premises in whole or in part and shall not permit
Sublessee's interest in this Sublease Agreement to be vested in any third party
by operation of law or otherwise, without the prior written consent of the
Landlord, Sublessor and as provided under the Lease.
10. Sublessee shall procure and maintain during the term of this
Sublease comprehensive general liability insurance with respect to the Subleased
Premises and Sublessee's activities therein from an insurer and with limits of
coverage acceptable to
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Sublessor, which limits will not exceed those required under the Lease. Such
insurance shall name Sublessor as an additional insured.
11. Any notices required or permitted to be given by one party to the other
under this Sublease Agreement shall be in writing and served on the parties at
the addresses listed below. Any notice shall be either (i) personally delivered
to the addressee; or (ii) sent by registered or certified mail/return receipt
requested, in which case it shall be deemed delivered 3 business days after
being deposited in the U.S. Mail; (iii) sent by a nationally recognized
overnight courier; or (iv) sent by telecommunication ("Fax") during normal
business hours in which case it shall be deemed delivered on the day sent,
provided an original is received by the addressee after being sent by a
nationally recognized overnight courier within 1 business day of the Fax. The
addresses and Fax numbers listed may be changed by written notice to the other
parties, provided, however, that no notice of a change of address of Fax number
shall be effective until the date of delivery of such notice. Copies of notices
are for informational purposes only and a failure to give or receive copies of
any notices shall not be deemed a failure to give notice.
If to Sublessor: If to Sublessee:
First Health Group Corp. KnowledgeLink Interactive, Inc.
0000 X. Xxxxxxxxxx Xxxx, Xxxxx 000 901 Elkridge Landing Road, 3rd Floor
Scottsdale, Arizona 85251 Linthicum, MD
Facsimile No. 000-000-0000 Facsimile No. 000-000-0000
Attn: Xxxxxx Xxxxx Attn: Xxx Xxxxxxx
12. Submission of this Sublease Agreement for examination or signature
by Sublessee does not constitute an offer to sublease and it is not effective as
a sublease or otherwise until execution and delivery by both Sublessee,
Sublessor, and consent, in writing, by Landlord.
13. As permitted by the Lease and Landlord, Sublessor will provide, at
Sublessor's sole cost, directory and suite entrance signage.
14. Sublessor, at Sublessor's sole cost and expense, shall demise the
Subleased Premises as shown on Exhibit C, attached hereto and incorporated
herein.
15. Sublessor recognizes Colliers Xxxxxxx as the broker and shall pay
Colliers Xxxxxxx a fee of Five Thousand Six Hundred Thirty Six Dollars and
Sixteen Cents within 30 days of an invoice from Colliers Xxxxxxx after the
Sublessee, Sublessor and Landlord have executed the Sublease Agreement.
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In witness whereof, the parties have caused this agreement to be executed the
day and year first above written.
Sublessor Sublessee
First Health Strategies, Inc. KnowledgeLink Interactive, Inc.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxx. X. Xxxxxxx
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Xxxxxx X. Xxxxxxx Xxx X. Xxxxxxx
Its: Vice President Its: C.F.O.
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Date: 4/5/98 Date: 3/30/98
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CONSENTED TO BY:
Landlord
Aetna Life Insurance Company (By: Allegis Realty Investors LLC, its Investment
Advisor and Agent)
By: /s/ Xxx Xxxxxxx
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Its: Senior Vice President
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Date: 4/15/98
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