Exhibit 10.14
AGREEMENT
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This Agreement (the "Agreement") is made this 22nd day of May 2003 by and
between FTS Apparel, Inc. with an address at 301 Oxford Valley Rd., Suite 1202,
Yardley, Pa 19067 ("FTS") and American Connections Florida, LLC with an address
at 5601 Power Line Road, #107, Fort Lauderdale, Florida 33309 ("ACL").
W I T N E S S E T H :
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WHEREAS, ACL is a tenant of approximately 900 square feet of space at the
premises located at 8802 Rocky Creek Drive, Suite 105, Tampa, Florida, 33615
(the "Premises") pursuant to the Lease Agreement dated August 22, 2001 by and
between DRP Company of Alabama, Inc. ("DRP" or "Landlord"), with an office at
4625 North Manhattan Avenue, Suite H, Tampa, Florida 33614 as landlord and ACL
as tenant, (the "Lease"), by which DRP leased to ACL the Premises;
WHEREAS, ACL desires to convey, sell, transfer, assign and deliver unto
FTS, its successors and assigns, all of ACL's estate, right, title and interest
in, to and under the Lease, and FTS desires to assume all of ACL's estate,
right, title and interest in, to and under the Lease.
WHEREAS, ACL has paid the Landlord for the Lease the sum of $925.00 as a
security deposit. (the "Security Deposit");
NOW, THEREFORE, in consideration of the following promises, and for other
good and valuable conside-ration, the sufficiency and receipt of which the
within parties do hereby acknowledge, and in further consideration of the mutual
prom-ises, covenants and agreements contained herein, the parties hereto agree
as follows:
1. ACL and FTS hereby agree that effective May 22nd , 2003, ACL shall assign
to FTS and FTS shall assume from ACL all of ACL's estate, right, title and
interest in, to and under the Lease, by entering into the Assignment and
Assumption Agreement annexed hereto as Exhibit A ("Assignment").
2. As a consequence of the parties' entering into the Assignment, from May
22nd , 2003 forward, FTS shall be responsible for any and all rent and
additional rent payments due to the respective landlords under the Lease, as
well as any costs and expenses associated with, concerning, referring to and/or
relating to the Premises.
Except as previously set forth, FTS shall hereafter be obligated to pay all rent
and additional rent payments for the Lease, directly to the Landlord.
In accordance with the accompanying Assignments, FTS agrees that it shall
indemnify ACL with respect to any claims made by any third party and/or the
Landlord as against ACL, its parent company, affiliates, etc. concerning,
referring to and/or relating to the Lease.
3. In consideration of the foregoing assignment, FTS hereby agrees to pay
ACL $25,000 (Twenty-Five Thousand Dollars) for ACL's agreement to assign the
Lease to FTS, which amount FTS agrees to pay to ACL as follows:
- - $7,500.00 (Seven-Thousand Five-Hundred Dollars) to be paid at closing;
- - $7,500.00 (Seven-Thousand Five-Hundred Dollars) to be paid 60 days after
closing date;
- - $7,500.00 (Seven-Thousand Five-Hundred Dollars) to be paid 90 days after
closing date; and
- - $2,500.00 (Two-Thousand Five-Hundred Dollars) to be paid 120 days after
closing date.
4. Each payment must be made by FTS so as to be received by ACL in hand at
5601 Power Line Road, Suite #107, Fort Lauderdale, Florida 33309 on or before
designated due date.
5. In the event that FTS fails to make timely payment, in good and
collectible funds, of any of the above installments on the dates set forth
above, and FTS has failed to cure any such default within ten (10) days after
receiving notice of such default by facsimile to FTS APPAREL, INC. ATTENTION:
MR. SCOTT GALLAGHER, then ACL shall be entitled (a) to retain any monies
previously paid to it by FTS, and assign the Lease, to another party, and/or (b)
to commence a legal action as against FTS for the recovery of the remaining
balance of the monies due to ACL under this Agreement. In the event that it is
necessary for ACL to commence any legal actions against FTS in order to enforce
the terms of this Agreement, FTS hereby agrees that it shall be liable to ACL
for any and all of its reasonable attorney's fees and court costs.
6. ACL agrees to assign unto FTS, all rights, title and interest in the
Security Deposit paid by ACL to Landlord in accordance with the Lease.
7. FTS and ACL agree that this agreement is solely intended to be for the
purposes of lease assignment, ACL is not selling any inventory, receivables or
residuals to FTS.
8. This Agreement is contingent on the parties receiving written consent to
the Assignments from the Landlord. Such written consent(s) shall be annexed
hereto.
9. This Agreement shall be interpreted and enforced in accordance with the
laws of the State of Florida. Any legal action arising out of, referring to or
relating to this Agreement shall be filed in the Supreme Court of the State of
Florida located in Tallahassee, FL.
10. This Agreement along with the accompanying Assignment constitutes the
entire agreement between the parties with respect to the subject matter hereof
and may be waived, modified or amended only by an agreement in writing signed by
both parties.
AGREED AND ACCEPTED TO THIS 22ND DAY OF MAY, 2003
AMERICAN CONNECTIONS FLORIDA, LLC
/s/ Alan Boss
Alan Boss
By: Alan Boss
FTS APPAREL, INC.
/s/ Scott Gallagher
Scott Gallagher
By: Scott Gallagher
ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT
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THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT ("Agreement") is made and
entered into this 22nd day of May, 2003 by and between FTS Apparel, Inc. with
an address at 301 OXFORD VALLEY RD., SUITE 1202, YARDLEY, PA 19067 ("Assignee"),
American Connections Florida, LLC with offices at 5601 N. Powerline Road, Suite
107, Fort Lauderdale, FL 33309 ("Assignor") and DRP Company of Alabama, Inc.
with an address at 4625 North Manhattan Avenue, Suite H, Tampa, Florida 33614
("Landlord").
FOR GOOD AND VALUABLE CONSIDERATION received by Assignor from Assignee, the
sufficiency of which is hereby acknowledged by Assignor, Assignor does hereby
convey, sell, transfer, assign and deliver unto Assignee, its successors and
assigns, all of Assignor's estate, right, title and interest in, to and under
that certain Lease Agreement by and between Assignor and Landlord dated August
20th 2001 (the "Lease"), by which the Landlord has leased an interest in certain
real property and improvements known as 8802 Rocky Creek Drive, Suite 105,
Tampa, Florida, 33615 (the "Premises").
To have and to hold the same unto Assignee, its successors and assigns, for
the remainder of the term of the Lease, and any renewal or extension thereof.
Assignor hereby assigns unto Assignee, all rights, title and interest in
the Security Deposit paid by Assignor to Landlord in accordance with the Lease.
Assignor agrees to waive any claim against Landlord for the return of any
further security deposit and herewith assigns all claims for any security
deposit to Assignee.
In consideration of the foregoing assignment and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by Assignee, Assignee hereby accepts such assignment subject to and
upon the terms and conditions of the Lease and this instrument. Assignee
assumes each and every one of Assignor's obligations under the Lease from and
after the date hereof.
Notwithstanding anything to the contrary in the Lease, Landlord
remises, releases and forever discharges Assignor, as well as its shareholders,
officers, employees, agents and representatives, from all obligations arising
under the Lease, and from all manner of actions, causes of action, suits, debts,
dues, sums of money, accounts, reckonings, bonds, bills, covenants,
controversies, agreements, promises, damages, expenses, lost profits, judgments,
executions, claims and demands whatsoever, in law or equity, that Landlord and
its partners, shareholders, officers, employees, agents and representatives have
or may have against any of the foregoing entities, arising out of or in any way
connected to the Lease. Landlord recognizes Assignee as Assignor's
successor-in-interest in and to the Lease. Assignee by this Agreement becomes
entitled to all right, title and interest of Assignor in and to the Lease as if
Assignee were an original party to the Lease. Following the date of this
Agreement, the terms Tenant and Lessee, as used in the Lease, shall refer to
Assignee. Landlord accepts the liability of Assignee in lieu of the liability of
Assignor. Landlord shall be bound by the terms of the Lease in every way as if
Assignee were named in the Lease in place of Assignor as a party thereto.
Both parties agree to defend, indemnify, and hold harmless each other and
their respective shareholders, directors, officers, employees, affiliates,
agents, representatives, successors and/or assigns against and in respect of any
and all losses, liabilities, damages, actions, suits, proceedings, claims,
demands, orders, assessments, amounts paid in settlement, fines, costs or
deficiencies, including, without limitation, interest Penalties and reasonable
attorneys' fees and reasonable costs, including the cost of seeking enforcement
of this indemnity to the extent that such enforcement is successful, caused by
or resulting or arising from, or otherwise with respect to any claims or
demands, of any type whatsoever, made by Landlord (including its agents and/or
representatives) and/or any third parties against Assignor concerning, referring
to, relating to and/or arising out of Assignor's and/or Assignee's tenancy under
the Lease.
The assignment shall be binding upon and inure to the benefit of the
parties, and their successors and assigns.
Signed this 22nd day of May, 2003
ASSIGNOR:
/s/ Alan Boss
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By: Name: Alan Boss
Title: Vice President
ASSIGNEE:
/s/ Scott Gallagher
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By: Name: Scott Gallagher
Title: CEO
LANDLORD:
/s/ Dennis Halpern
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By: Name:
Title: Manager, DRP Properties