EXHIBIT NO. 10.4
RENTAL/UTILITIES AGREEMENT
THIS RENTAL AGREEMENT ("Agreement") is made effective this 1st day of
September, 2001, by and between Cliff Halling, a Utah resident ("Landlord")
and Wrap-N-Roll USA, Inc., a Nevada Corporation ("Tenant").
1. Premises. In consideration of rents, covenants and agreements herein,
Landlord agrees to rent to Tenant approximately 100 square feet of
office space located at 1056 East Platinum Way, Sandy, UT 84094.
2. Term and commencement date. The term of this lease shall be on a
month-to-month basis commencing on September 1, 2001.
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. If Cliff Halling, the Landlord, has
received any draws from Wrap-N-Roll USA Inc., the Tenant, rental amounts
will be applied towards the draw amount due until such time draws have
been paid back in full.
4. Utilities/Miscellaneous Expenses. Tenant agrees to pay Landlord at such
place as Landlord may designate, without prior demand, and without any
deduction or setoff whatsoever, a base utilities/miscellaneous expense
of $100.00 per month, to be received by Landlord on the last day of the
month. These expenses include but are not limited to heat, power,
water, sewer, garbage collection, recycling, phone, fax, Internet,
computer, printer and any other office items needed for the operations
of the Company, not currently being paid by the company. If Cliff
Halling, the Landlord, has received any draws from Wrap-N-Roll USA Inc.,
the Tenant, rental amounts will be applied towards the draw amount due
until such time draws have been paid back in full.
5. Use. Tenant agrees to use the premises for the purposes of providing
specialized advertising services to businesses of all sizes.
6. Laws, Waste, Nuisance. Tenant covenants that it: (i) 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; (ii) 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; and (iii) shall not suffer, permit, or commit any waste.
7. Miscellaneous.
(a) 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
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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.
(b) 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.
(c) 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.
(d) 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
effective as of the date first written above.
Cliff Halling (Landlord)
/s/ Cliff Halling
______________________________________
By: Cliff Halling, an Individual
WRAP-N-ROLL USA, INC. (Tenant)
/s/ Cliff Halling
______________________________________
By: Cliff Halling, President
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