Sublease Agreement between WorldTravel Partners I, LLC and Health Benefits Direct Corporation dated March 7, 2006

 Exhibit 10.1 SUBLEASE AGREEMENT SUBLEASE AGREEMENT ("SUBLEASE"), made as of this 7 day of March 2006, by and between WorldTravel Partners I, LLC, a Georgia limited liability company ("SUBLANDLORD"), having an office at 1055 Lenox Park Blvd., Suite 420, Atlanta, Georgia 30319, and Health Benefits Direct Corporation, a Delaware corporation ("SUBTENANT"), having an office at 2900 Gateway Drive, Pompano Beach, Florida 33069. WITNESSETH WHEREAS, by Agreement of Lease dated October 5, 2000 (the "OVERLEASE"), 1120 Avenue of the Americas Associates, as landlord ("LANDLORD"), leased to Sublandlord, as tenant, a portion of the 7th Floor ("DEMISED PREMISES") at the building known as 1120 Avenue of the Americas, New York, New York (a true, correct and complete copy of the Overlease having been furnished by Sublandlord to Subtenant, and the parties having initialed the first page thereof to evidence such delivery); and WHEREAS, Avenue of the Americas Associates has succeeded to the interest of Avenue of the Americas, LLC in the Overlease pursuant to the terms and conditions of the Overlease; and WHEREAS, Subtenant now desires to sublet from Sublandlord and Sublandlord is willing to sublet to Subtenant a portion of the entire Demised Premises, as shown on the floor plan annexed hereto as EXHIBIT "A" upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants herein contained, Sublandlord and Subtenant agree as follows: 1. Sublandlord hereby leases to Subtenant and Subtenant hereby subleases from Sublandlord, approximately 13,773 square feet located on the 7th floor of the Demised Premises upon the terms hereinafter contained and subject and subordinate to the Overlease. 2. The term of the Sublease shall commence on the later of (i) March 1, 2006 or (ii) the date that is ten (10) days from the date on which Subtenant and Sublandlord shall have delivered execution copies of this Sublease to one another and Sublandlord has delivered Landlord's Consent (as hereinafter defined) and Sublandlord's work is substantially complete (as per Exhibit B) (the later of such dates, the "COMMENCEMENT DATE") and end on December 30, 2010 (the "EXPIRATION DATE") or on such earlier termination date pursuant to (a) the terms contained herein, (b) law or (c) the terms of the Overlease. Sublandlord shall deliver possession of the Demised Premises to Subtenant on the Commencement Date broom clean, vacant and free of all tenants and occupants, and shall deliver to Subtenant all keys and card keys for the Demised Premises and codes to all locks. 3. (a) Subtenant shall pay to Sublandlord, as minimum rent, without deduction, setoff, notice or demand at WorldTravel Partners, 6 West Druid Hills  Drive, 7th Floor, Atlanta Georgia 30329, Attn. Allan Conlan, Controller, base rent, at the annual rates set forth below ("Base Rent"), in equal monthly installments (but prorated for any partial month based on the actual number of days in said month), in advance, on the first day of each and every month of the term, except that the first month's rent shall be paid when Landlord's Consent is obtained: (i) $303,006.00 per annum from the Commencement Date through the date which is the day immediately preceding the first (1st) anniversary of the Commencement Date; (ii) $312,096.24 per annum from the first anniversary of the Commencement Date through the date which is the day immediately preceding the second (2nd) anniversary of the Commencement Date; (iii) $321,459.12 per annum for the period from the second (2nd) anniversary of the Commencement Date through the date which is the day immediately preceding the third (3rd) anniversary of the Commencement Date; (iv) $331,102.92 per annum from the third (3rd) anniversary of the Commencement Date through the date which is the day immediately preceding the fourth (4th) anniversary of the Commencement Date; (v) $341,035.92 per annum for the period from the fourth (4th) anniversary of the Commencement Date through the Expiration Date. (b) Subtenant shall pay Tenant's Tax Payment (as defined in the Overlease) pursuant to the terms of the Overlease, except that the term "Base Tax Year" shall mean, for the purposes of this Sublease, the tax year ending June 30, 2006. Subtenant's proportionate share shall mean 2.5%. Sublandlord shall furnish to Subtenant all such documentation as shall be necessary to substantiate such Tenant's Tax Payment and Subtenant shall have all such rights and remedies as Sublandlord may have under the Overlease to contest such Tenant's Tax Payment or to obtain any refunds with respect to Tenant's Tax Payment. If Landlord shall issue to Sublandlord any credit or refund in respect of Taxes relating to any part of the term of this Sublease, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord and (b) give to Subtenant a credit or refund to the extent allocable to Tenant's Tax Payment paid by Subtenant. (c) Electricity shall be billed to Subtenant as "Additional Rent" pursuant to the terms of the Overlease. Subtenant shall pay for electricity at the same per square foot rate Sublandlord pays multiplied by 1.437 (to accommodate for the additional hours) adjusted for the square footage of the Demise Premises. (d) All such other sums of money (other than Base Rent and Tenant's Tax Payment) as shall become due from and payable pursuant to the terms of the Overlease as a result of Subtenant's acts in the Demised Premises or as a result  of services provided by Landlord to Subtenant shall be deemed Additional Rent for which default in payment of such amounts shall entitle Sublandlord or its agent to the same rights and remedies as for a default in the payment of Base Rent. 4. Notwithstanding anything to the contrary hereinabove set forth, the first two (2) monthly installments of Base Rent accruing under this Sublease shall be abated by the sum of $ 25,250.50per month (for a total abatement of $50,501.00). 5. Subtenant shall use and occupy the Demised Premises for the uses permitted under Article 2 of the Overlease, as amended by Section 45 (c)(i) of the Overlease, and for no other purposes or uses. 6. Subtenant agrees that it is subleasing the Demised Premises "as is" and that Sublandlord has not made any representations or warranties concerning the condition of the Demised Premises and that Sublandlord is not obligated to perform any work to prepare the Demised Premises for Subtenant's occupancy. Notwithstanding the foregoing, Sublandlord represents and warrants that, to the best of Sublandlord's knowledge, as of the Commencement Date, the Demised Premises comply with all laws, ordinances, rules, codes, orders and regulations of all applicable governmental, public or quasi-public authorities. Subtenant acknowledges that it is not authorized to make or do any improvements in or to the Demised Premises except as permitted by the provisions of this Sublease and the Overlease and that it must deliver the Demised Premises to Sublandlord on the Expiration Date in the condition required by the Overlease, except that Subtenant shall not be required to remove any alterations or improvements made to or fixtures in the Demised Premises in the nature of a standard office installation and provided that Landlord waives such removal requirement in connection with Landlord's Consent. Any alterations or improvements to the Demised Premises shall be subject to the approval of Landlord, to the extent such approval is required pursuant to the terms of the Overlease. 7. (a) Prior to the Commencement Date (but not prior to the date that Landlord's Consent is obtained), Subtenant shall deposit as security with Sublandlord, a letter of credit (as provided below), in the amount of One Hundred Fifty One Thousand, Five Hundred Three ($151,503) Dollars as security for Subtenant's faithful performance of Subtenant's obligations hereunder ("Security Deposit"). If Subtenant fails to pay Base Rent and Additional Rent or other charges when due under this Sublease, or fails to perform any of its other obligations hereunder, Sublandlord may, upon seven (7) days prior written notice to Subtenant (and provided no cure has been effected during such 7-day period), use or apply all or any portion of the Security Deposit for the payment of any rent or other amount then owed hereunder and unpaid, for the payment of any other sum for which Subtenant may become obligated by reason of Subtenant's default or breach. If Sublandlord so uses any portion of the Security Deposit, Subtenant shall, within ten (10) days after written notice by Sublandlord, restore the Security Deposit to the full amount originally deposited, and Subtenant's failure to do so shall constitute a default under this Sublease. Within thirty (30) days after the Expiration Date or the date that Subtenant has vacated the Demised Premises so long as Subtenant is not then in default of any of its obligations hereunder, the Security Deposit or so much thereof has had not theretofore been applied by Sublandlord, shall be returned to Subtenant.  (b) As provided for in Section 7(a) hereof, Subtenant may deliver to Sublandlord and shall thereafter, except as otherwise provided herein, maintain in effect at all times during the term hereof, a clean, irrevocable letter of credit, in form and substance satisfactory to Sublandlord, in the amount of the security required pursuant to Section 7(a) above, issued by Citizens Bank, or another commercial bank reasonably satisfactory to Sublandlord and having a licensed branch or agency in the State of New York. The letter of credit shall (i) provide that Sublandlord may draw upon the same at a bank located in Manhattan, (ii) be payable on presentation of Sublandlord's sight draft, without any further documentation, certification or representation, except that each sight draft shall be accompanied by a statement from Sublandlord that either (A) "Subtenant is in default beyond applicable notice and cure periods under that certain Sublease dated as of March 7, 2006, between WorldTravel Partners I, LLC, as Sublandlord, and Health Benefits Direct Corporation, as Subtenant" or (B) "Subtenant has failed to procure timely a replacement letter of credit as required under Section 7 of that certain Sublease dated as of March 7, 2006, between WorldTravel Partners I, LLC, as Sublandlord, and Health Benefits Direct Corporation, as Subtenant," (iii) be assignable by Sublandlord without charge, (iv) have an expiry date of not less than one (1) year, and (v) permit multiple drawings. The letter of credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter during the term of this Sublease through the date which is at least forty-five (45) days after the Expiration Date, unless the issuing bank notifies Sublandlord by certified mail, return receipt requested, not less than thirty (30) days prior to the then-current expiration date of the letter of credit that it has elected not to renew the letter of credit. Sublandlord shall have the right, upon receipt of such non-renewal notice (and provided Subtenant has not previously tendered to Sublandlord a replacement letter of credit), to draw the full amount of the letter of credit and shall thereafter hold or apply the cash proceeds of the letter of credit in accordance with the provisions of this Section 7. Notwithstanding any other rights of Sublandlord under the terms of the Sublease, if Sublandlord uses, applies or retains any part of the letter of credit as permitted under Section 7(a) above, Subtenant shall upon demand deposit with Sublandlord the amount so applied or retained so that Sublandlord shall have the full Security Deposit on hand at all times during the term hereof. 8. (a) Subtenant hereby covenants and agrees to perform and comply with all the terms, conditions and covenants of the Overlease on the part of the Tenant therein named and agrees that, except as set forth in Section 8(c) hereof, all of the terms and conditions of the Overlease are hereby incorporated herein by reference with the same force and effect as if herein set forth in full. In the event of any inconsistency between this Sublease and the Overlease, the terms and conditions of the Overlease incorporated herein shall prevail, provided, however, the foregoing shall not be deemed to amend or modify the business or other financial terms of the sublease transaction contemplated hereby including, without limitation, the Base Rent set forth in Section 3 hereof. (b) Wherever the term "TENANT" occurs in said Overlease, the same shall be deemed to refer to Subtenant. Wherever the term "LANDLORD" OR "OWNER" occurs in said Overlease, the same shall be deemed to refer to Sublandlord. Whenever the term "FIXED RENT", "FIXED ANNUAL" "RENT" occurs in said Overlease, the same shall be deemed to refer to Base Rent. Whenever the term "lease", occurs in said Overlease, the same shall be deemed to refer to this Sublease.  (c) The following provisions of the Overlease are not incorporated herein and shall not apply to this Sublease: Overlease Sections 1, 34 and Rider No. 2, 39 (b), 39 (e), 40, 41, 48, 62 and 64. It is understood and agreed, however, that Subtenant shall look to Landlord for the furnishing of services such as heat, air conditioning, electricity, cleaning and other building services, and Sublandlord shall not be obligated to make any repairs to the Demised Premises. 9. Subtenant shall be entitled to all of the rights and remedies of Sublandlord as "Tenant" under the Overlease. To the extent Landlord fails or refuses to perform its obligations under the Overlease, Sublandlord shall notify Landlord, and Subtenant shall be entitled to participate with Sublandlord in the enforcement of Sublandlord's rights, if any, against Landlord (and in any recovery or relief therein) and/or Subtenant shall be entitled to require that Sublandlord use its best efforts to enforce the Overlease against Landlord, provided, however, the foregoing shall not be deemed to require Sublandlord to commence a law suit or other proceeding to enforce the Overlease. Alternatively, at its discretion, Subtenant shall have the right to take such action in its own name and, for such purpose, all of the rights of Sublandlord to enforce such obligations of Landlord under the Overlease are hereby conferred upon and assigned to Subtenant and Subtenant hereby is subrogated to such rights (including, without limitation, the benefit of any recovery or relief) and Sublandlord agrees to cooperate fully with Subtenant's prosecution of any such action. 10. Sublandlord and Subtenant hereby acknowledge and agree that this Sublease shall not become effective until, and is expressly conditioned upon, the delivery by Landlord of a written agreement from Landlord, (i) consenting to this Sublease, and (ii) stating that the Overlease is in full force and effect and that there are no defaults thereunder (and further confirming that the expiration date of the Overlease is December 31, 2010), (the foregoing, the "LANDLORD'S CONSENT"). Sublandlord and Subtenant acknowledge and agree that Subtenant will only be obligated to accept a form of Landlord's Consent that contain the foregoing terms and conditions. 11. If Subtenant holds over in possession after the Expiration Date or sooner termination of the original term or of any extended term of this Sublease, such holding over hereafter shall continue upon the covenants and conditions set forth in the Overlease. 12. Subtenant may not (a) assign this Sublease or (b) permit this Sublease to be assigned by operation of law or otherwise, or (c) further sublet all or a portion of the Demised Premises, unless such assignment is effected pursuant to the terms of the Overlease, provided, however, that it is understood and agreed that in the event of an assignment of the Sublease or further sublease of the Demised Premises (i) only Landlord (but not Sublandlord) shall have any rights to recapture the Demised Premises or terminate the Sublease, (ii) only Landlord (but not Sublandlord) shall have any rights to receive any amounts payable pursuant the Overlease and (iii) the consent of Sublandlord must be obtained, however, such consent shall not be unreasonably withheld or delayed. 13. All of the terms and conditions contained in this Sublease shall for the purposes hereof, have the same meaning as is ascribed to them in the Overlease.  14. Subtenant and Sublandlord warrant and represent to one another that there were no brokers or finders instrumental in consummating the terms of this Sublease other than Murray Hill Properties, LLC "MHP" Commercial Brokerage Services and Rakow Commercial Realty Group, Inc. (the "BROKER"). Subtenant and Sublandlord hereby agree to indemnify and to hold one another harmless from and against any and all claims for a brokerage or finder fee or other forms of compensation arising out of any conversation or negotiations had by the other party with any broker or finder other than Broker. Sublandlord shall pay all fees or commissions due to Broker in connection with this Sublease in accordance with a separate agreement. 15. In all provisions of the Overlease requiring the approval or consent of Landlord, Subtenant shall be required to obtain the approval or consent of both Landlord and Sublandlord, however, Sublandlord agrees not to unreasonably withhold or delay its consent. Sublandlord agrees to reasonably cooperate with Subtenant in connection with obtaining any required consent of Landlord. 16. This Sublease represent the entire agreement between the parties subject to the Overlease with respect to the subject matter hereof and may not be changed, modified or amended unless in writing and signed by the parties thereto. 17. In the event any provision of this Sublease is found to be void or unenforceable by a court of competent jurisdiction, the remaining provisions of this Sublease shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable part had been severed and deleted. 18. The terms of this Sublease are for the benefit of Sublandlord and Subtenant, their respective directors, officers, partners, and their respective legal representatives, heirs, administrators, successors, and assigns. 19. This Sublease shall be governed by and construed in accordance with the laws of the State of New York, applicable to agreements made and to be performed entirely within New York. 20. This Sublease shall be construed without regard to any rule of construction to the effect that an agreement shall be construed against the party who drafted such Sublease. 21. Subtenant shall provide Sublandlord and Landlord an insurance certificate prior to the Commencement Date of the Sublease evidencing the insurance required by the Overlease. At Subtenant's sole cost and expense, Subtenant shall maintain at all times during the term of this Sublease, insurance meeting the requirements of the Tenant under the Overlease. 22. Subtenant shall indemnify and defend Sublandlord and Landlord against and hold Sublandlord and Landlord harmless from all claims, damages, reasonable costs, demands, liabilities and expenses (including reasonable attorney's fees) in respect in the non-performance or non-observance of any of Subtenant's obligations under the Overlease but only to the extent that these obligations  are Subtenant's responsibilities pursuant to the terms of this Sublease. Sublandlord agrees to indemnify and defend Subtenant against and hold Subtenant harmless from all claims, damages, reasonable costs, demands, liabilities and expenses (including reasonable attorney's fees) in respect in the non-performance or non-observance of any of Sublandlord's obligations under the Overlease but only to the extent that these obligations are Sublandlord's responsibilities pursuant to the terms of this Sublease. 23. All Base Rent and other amounts of money payable by Subtenant to Sublandlord as provided herein shall be paid on or before the due date thereof. Sublandlord must continue to pay any and all rent and payments to Landlord on or before the due dates as reflected within the Overlease and Sublandlord shall indemnify and defend Subtenant against and hold Subtenant harmless from any additional charges due to Landlord due to Sublandlord's default for non-payment or untimely payments or failure to make payments except as may be permitted under the Overlease. 24. All notices and demands which may or are to be required or permitted to be given by either party on the other hereunder shall be in writing and sent to the addresses set forth below, or to such other address as a party may designate to the other party by written notice. All notices and demands from one party to the other shall be sent by either (i) nationally recognized overnight courier, (ii) first class mail or (iii) certified mail, return receipt requested, in each case with postage and fees prepaid. A notice sent by certified mail (as above) shall be deemed given five (5) days after mailing. All other notices shall be deemed given when received (or when receipt is rejected). If to Sublandlord: WorldTravel, 1055 Lenox Park Blvd., Suite 420, Atlanta, GA 30319, Attn: Mark Judson, with a copy to WorldTravel, 2700 Patriot Blvd, Suite 200, Glenview, Illinois 60025, Attn: Legal Department. If to Subtenant: Health Benefits Direct Corporation, 2900 Gateway Drive, Pompano Beach, Florida, 33060, with a copy to Subtenant at the Demised Premises. 25. Sublandlord represents and warrants to Subtenant that (a) a true and complete copy of the Overlease (and all amendments and modifications thereto) in effect as of the date hereof has been furnished to Subtenant, (b) the Overlease is in full force and effect, (c) Sublandlord is not in default of any of its obligations under the Overlease, including, without limitation, the payment of fixed rent or Additional Rent under the Overlease, (d) Sublandlord has not received any notice of default under the Overlease, and (e) Landlord is not in default of any of its obligations under the Overlease. 26. Sublandlord shall not voluntarily terminate the Overlease except pursuant to a right of termination arising out of casualty or condemnation expressly set forth in the Overlease and Sublandlord shall not amend or modify the Overlease without Subtenant's consent. Sublandlord covenants and agrees that Sublandlord shall not do or suffer or permit anything to be done which would constitute a default under the Overlease or would cause the Overlease to be cancelled, terminated, or forfeited by virtue of any rights of cancellation, termination or forfeiture reserved or vested in Landlord under the Overlease or subject Subtenant to any liability or responsibility for injury or damage to persons or  property. Except in the case of Subtenant's negligence, Sublandlord shall indemnify and hold Subtenant harmless from and against all losses, liabilities, obligations, claims, damages, penalties, fines, expenses and cost of every kind and nature (including, without limitation reasonable attorney's fees and disbursements) incurred or suffered by Subtenant which are due to or arise out of (i) any breach, violation, non-observance or non-performance of any covenant, condition or agreement contained in this Sublease or in the Overlease to be fulfilled, kept, observed or performed by Sublandlord, (ii) any accidents, damages or injuries to persons or property in the Demised Premises caused by Sublandlord or its officers, employees, agents, contractors, invitees, tenants or subtenants (other than Subtenant) or any person claiming through or under Sublandlord or (iii) the termination of the Overlease for any reason other than a termination of the foregoing caused by a default by Subtenant under this Sublease or by reason of a casualty or condemnation. In the event of a default by Sublandlord under the Overlease, Subtenant shall have the right, but not the obligation, to cure such default and any amounts incurred or paid by Subtenant to cure Sublandlord's defaults may be offset against any and all amounts of rent payable by Subtenant to Sublandlord under this Sublease. 27. Subtenant shall have the use, for the term of this Sublease, workstations to accommodate at least fifty (50) employees at no additional charge. At the end of the term, workstations shall remain in the Premises, in the same condition in which they were delivered to Subtenant, normal wear and tear excepted. 28. Sublandlord agrees to continue to maintain the supplemental HVAC unit, at its expense, within the Premises in good working order and repair. Notwithstanding anything to the contrary contained herein or in the Overlease, Sublandlord shall have no responsibility or liability to Subtenant for any damages or expenses of any manner or type resulting from the failure of the supplemental HVAC, including damages resulting from one or more of the HVAC units becoming non-operational. Provided, however, that Sublandlord shall undertake to repair the supplemental HVAC unit within a commercially reasonable time after receipt of written notice from Subtenant. In addition, Sublandlord makes no representation or warranty that such supplemental units are adequate for sufficient cooling or heating to the Demised Premises. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the day and year first above written. HEALTH BENEFITS DIRECT CORPORATION By: /s/ Scott Frohman --------------------------------------- Name: Scott Frohman Title: CEO WORLDTRAVEL PARTNERS I, LLC By: /s/ Mark W. Judson --------------------------------------- Name: Mark W. Judson Title: SVP, Administration  EXHIBIT A Floor Plan (see attached)  EXHIBIT B Sublandlord's Work o Cause Demised Premises to be demised. o Sublandlord to provide an allowance in the amount of $46,500.00 to go towards Subtenant expenses for the installation of new carpet and paint in the Demised Premises. Such payment shall be made to Subtenant by Sublandlord upon full execution of the Sublease and written Consent by the Landlord.