EXHIBIT 99.1
SUBLEASE
THIS AGREEMENT (the "AGREEMENT") made this 11th day of October 2007 to be
effective as of June 1, 2007 by and between JOSEPH L. LAMARCA and JERRY E. POLIS
having a mailing address c/o Davric Corporation, 980 American Pacific Drive,
Suite 111, Henderson, Nevada 89014 (hereinafter collectively referred to as
"SUBLESSOR") and ASI CAPITAL CORPORATION, a Nevada corporation, having a mailing
address of 9121 West Russell Road, Suite 110, Las Vegas, Nevada 89148
(hereinafter referred to as "SUBLESSEE").
WITNESSETH:
WHEREAS, pursuant to a Lease dated October 30, 2006 between Beltway One
Development Group, LLC, a Nevada limited liability company, as Lessor, and
Sublessor, as Lessee, a copy of which lease is attached hereto as Exhibit A and
incorporated by reference herein (hereinafter referred to as the "LEASE"); and
WHEREAS, Sublessee desires to sublease from Sublessor and Sublessor
desires to sublease unto Sublessee Suite 110 which contains approximately 3,232
useable square feet and 3,747 rentable square footage (hereinafter referred to
as the "SUBLEASED PREMISES"); and,
NOW, THEREFORE, in consideration of the Subleased Premises and the mutual
undertakings, covenants, promises, and agreements of the parties, IT IS AGREED
AS FOLLOWS:
1. Providing all of the terms and conditions contained within this
Agreement are fulfilled, Sublessor shall sublease unto Sublessee and Sublessee
accepted the sublease of the Subleased Premises as of June 1, 2007 (the
"COMMENCEMENT DATE") and ending on the Expiration Date (the "TERM"), subject to
the rents, terms, covenants, conditions, and provisions set forth in the Lease.
2. The Commencement Date is conditioned upon the completion of all of the
following conditions: (a) this Agreement is executed by the Sublessor and
Sublessee; (b) the Lessor has approved the Sublease in writing in space provided
for on the signature page hereto; and (c) all payments due and owing under this
Agreement have been delivered by the Sublessee to the Sublessor as of the
Commencement Date.
3. This Agreement shall automatically terminate on the Expiration Date as
set forth in the Lease.
4. Sublessee represents and warrants that it has read the Lease and
agrees that: (a) the terms, covenants, promises, and conditions of the Lease are
incorporated herein; (b) Sublessee shall comply with and be bound by all of the
terms, covenants, promises, and conditions of the Lease; (c) Sublessee shall
comply (without delay) with all reasonable requirements of the Lessor's consent
to this Sublease; (d) all employee's of the Sublessee will comply with the
parking rules and requirements as enacted by both the Sublessor and Lessor; and
(e) Sublessee shall have no right to assign or sublease its rights under this
Agreement without the prior written consent of the Sublessor and Lessor, which
consent shall be in the sole and absolute discretion of Sublessor.
5. Sublessor shall duly observe and perform those obligations imposed
upon the Lessee under the Lease to the extent that such obligations are not
provided in this Sublease to be observed or performed by Sublessee, except with
respect to any failure in such observance or performance which results from any
default by Sublessee.
6. Sublessor warrants and represents to Sublessee that on the
Commencement Date: (a) the Lease is valid and existing, there are no existing
defaults on the part of the Lessor or the Lessee with respect thereto, and the
Lessor does not hold any claim against the Lessee; and (b) there are and will be
no contracts for services or otherwise on account of maintenance or repairs
which expressly or impliedly are or will be binding upon Sublessee or upon the
Subleased Premises.
7. In consideration for this Sublease, Sublessee shall pay Sublessor all
of the actual costs and expenses for the Subleased Premises in accordance with
the Lease, including monthly rent and all related common area and other expenses
arising thereunder (collectively, the "MONTHLY RENT PAYMENT"). The estimated
Monthly Rent Payment for Calendar 2007 is $7,869.00 per month with the
understanding that this amount is subject to adjustment in accordance with the
Lease. Sublessor delivered its first Monthly Rent Payment on June 1, 2007 and
continues to make all such rent payments on the first day of each successive
month (as adjusted pursuant to the Lease) until the termination of this
Agreement. Sublessor shall deliver to Sublessee an update payment schedule in
accordance with all scheduled increases and additional monies due and owing
pursuant to the Lease for each subsequent calendar year.
8. Sublessor notified Lessor to directly pay to Sublessee that entire
portion of the Lessee Improvement Allowance, as set forth in Paragraph 52 of the
Addendum to the Lease, which relates to the Subleased Premises and additional
space covered by lease (namely Suite 113) at the agreed upon reimbursement rate
of $32 per useable square foot for a total of $136,224. Of the total amount
received by Sublessee, $103,424 shall be retained by Sublessee to cover a
portion of the costs that it paid in order to build-out and improve the
Subleased Premises. The remaining $32,800 shall be paid to such party as the
Sublessor directs with the express conditions that such monies are required to
complete the improvements to Suite 113, which Suite is also covered by the
Lease. It is agreed and understood that Sublessee in no way assumes any
obligation or requirement to build-out or complete the improvements for Suite
113, but that Sublessor assumes all obligations remaining thereto.
9. Any notices shall be in writing and shall be sent by registered or
certified mail, return receipt requested, addressed to the parties at the
addresses indicated above or such other address as such party has been advised
of in writing.
10. This Agreement contains the entire agreement and understanding
between the parties hereto with respect to the Subleased Premises, and there are
no other terms, covenants, obligations, or representations, oral or written, of
any kind whatsoever. Each party represents and warrants that it has caused or
incurred no claims for brokerage commissions or finder's fees in connection with
the execution of this Agreement and each party shall indemnify and hold the
other harmless against and from all liabilities arising from any claims caused
or incurred by it including, without limitation, the cost of attorneys' fees in
connection with any claims for brokerage commissions or finder's fees.
11. This Agreement shall be binding upon, and shall inure to the benefit
of, the parties hereto, their respective heirs, executors, administrators,
successors, and assigns, and may not be revoked or amended, except by
instrument, in writing, subscribed by the party sought to be charged therewith.
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12. This Agreement shall be interpreted and governed by the laws of the
State of Nevada. The parties hereto agree that all actions or proceedings
arising in connection with this Agreement shall be initiated and tried
exclusively in the state courts located in Clark County, Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date, month, and year first above written.
SUBLESSOR: SUBLESSEE:
ASI CAPITAL CORPORATION
a Nevada corporation
/s/ JOSEPH L. LAMARCA
- ---------------------
JOSEPH L. LAMARCA
/s/ JERRY E. POLIS By: /s/ ERIC M. POLIS
- ------------------------------------ --------------------------------
JERRY E. POLIS Its: Secretary/Treasurer
AGREED AND APPROVED
this 29th day of October 2007
Beltway One Development Group LLC,
a Nevada limited liability company
By: Beltway One Management Group,
LLC, a Nevada limited liability
company, Manager
/s/ TODD A. NIGRO, MANAGER
--------------------------
Todd A. Nigro, Manager
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