TURKS AND CAICOS ISLANDS REGISTERED LAND ORDINANCE 1967 COMMERCIAL LEASE of Premises Consisting of All of the First Floor Commercial Building The Queen Angel Luxury Condominium Resort SAUNDERS & CO. P.O. Box 257 Town Centre Mall Providenciales Turks and Caicos Islands British West Indies Telephone: 941-4500 Facsimile: 941-4533 TURKS AND CAICOS ISLANDS REGISTERED LAND ORDINANCE 1967 COMMERCIAL LEASE

EX-10.1 2 v071844_ex10-1.htm

EXHIBIT 10.1

TURKS AND CAICOS ISLANDS

REGISTERED LAND ORDINANCE 1967

COMMERCIAL LEASE

Premises Consisting of

All of the First Floor

Commercial Building

The Queen Angel Luxury Condominium Resort

SAUNDERS & CO.

P.O. Box 257

Town Centre Mall

Providenciales

Turks and Caicos Islands

British West Indies

Telephone: 941-4500

Facsimile: 941-4533

TURKS AND CAICOS ISLANDS

REGISTERED LAND ORDINANCE 1967

COMMERCIAL LEASE

TITLE NUMBERS		SECTION		ISLAND
60713/90K57, 90K58 & 90K59		Cheshire Hall & Richmond Hill		Providenciales

Particulars

In this Lease the following expressions (where the context so admits) shall have the following meanings.

1.	DATE OF THIS LEASE	August 1, 2006.

2.	THE LESSOR	CARL ENTERPRISES LTD., 2^nd Floor, Commercial Building, The Queen Angel Luxury Condominium Resort, Providenciales, Turks and Caicos Islands, British West Indies. Telephone: 941-9707 and Facsimile: 941-9708 (which shall be the address and facsimile number for service of all notices to the Lessor pursuant to this Lease).

3.	THE LESSEE	Rounders Ltd. of PO Box 97, Providenciales, Turks and Caicos Islands, British West Indies. Telephone: 946-8244and Facsimile: 941-4565 (which shall be the address and facsimile number for service of all notices to the Lessee pursuant to this Lease).

4.	THE RESORT	The Queen Angel Luxury Condominium Resort, Turtle Cove, Providenciales, Turks and Caicos Islands.

5.	THE BUILDING	The three-storey commercial building at the Resort.

6.	THE PREMISES	The land comprised in Title Numbers 60713/90K57, 90K58 & 90K59, Cheshire Hall & Richmond Hill, Providenciales, being the three (3) strata lots situated on the ground floor of the Building, more particularly shown edged in red on the plan attached hereto as Schedule “A” (for the purposes of identification only).

7.	DATE OF COMMENCEMENT OF THE TERM	August 1, 2006.

8.	TERM	Five (5) years from the Date of Commencement of the Term.

9.	EXPIRY DATE	July 31, 2011, subject to the Renewal Right.

10.	THE RENT	$11,000.00 per calendar month payable in advance throughout the first two (2) years of the Term and $13,000.00 per calendar month payable in advance throughout the final three (3) years of the Term.

11.	DATE OF FIRST PAYMENT OF RENT	August 1, 2006, payment of which the Lessor hereby acknowledges.

12.	LAST MONTH’S RENT	The Lessor acknowledges receipt of the sum of $13,000.00 from the Lessee which the Lessor shall apply in payment of the last month’s Rent due pursuant to the terms of this Lease.

13.	DUE DATE FOR SUBSEQUENT PAYMENTS OF RENT	1^st day of each month during the Term following the Date of First Payment of Rent. The Lessor acknowledges receipt of the sum of $11,000.00 from the Lessee which the Lessor shall apply in payment of the Rent for the month of August, 2006. The Lessor acknowledges receipt of the further sum of $6,000.00 from the Lessee which the Lessor shall apply in partial payment of the Rent due on September 1, 2006.

14.	PERMITTED USER	Only for business purposes as a club-gaming room - poker room and all other purposes incidental thereto including, without limitation, the installation of gaming machines and gaming tables, subject to the Lessee obtaining all required business and other licences and consents to permit it to do so. In no event shall the Premises or any part or parts thereof be used as a café or restaurant. Notwithstanding the foregoing, the Premises may include a bar for the purposes of providing patrons of the gaming facility with refreshments.

15.	RENEWAL RIGHT	The Lessee shall have the right to renew this Lease for a further term of five (5) years from the expiry of the Term upon the terms and conditions contained in clause 18 hereof.

16.	RENEWAL TERM	The five (5) year renewal term resulting from the exercise by the Lessee of the Renewal Right.

NOW THIS DEED WITNESSETH as follows:-

1.0

IN THIS LEASE

1.1	The details, descriptions and definitions appearing in the Particulars set out above shall be included in, and form part of, this Lease.

1.2	If there shall be more that one person included in the expression “Lessee” the covenants by them shall be joint and several.

1.3	Where any act is prohibited under this Lease, the Lessee shall not allow or suffer such act to be done.

1.4	Wherever in this Lease the word “Term” is used, it shall be construed to include the Renewal Term where the Lessee shall exercise the Renewal Right.

2.0

DEMISE

IN CONSIDERATION of the Rent and covenants on the Lessee’s part herein contained, the Lessor HEREBY DEMISES unto the Lessee the Premises TO HOLD unto the Lessee, its successors and permitted assigns, for the Term, subject nevertheless to the covenants, conditions and reservations hereinafter contained.

COVENANTS

3.0

RENT

3.1	The Rent, as set out in the Particulars to this Lease, shall be payable monthly in advance without deduction or set off on the due date of each month as set out in the Particulars to this Lease.

3.2

If the Rent is unpaid for seven (7) days after the due date, the Lessee will pay a late payment fee equal to five per cent (5%) of the amount of the unpaid Rent and, in addition, will pay to the Lessor interest on the overdue amount at the rate of one per cent (1%) per month from the due date thereof until the date of actual payment.

3.3

No later than the 31^st day of December, 2006, the Lessee shall provide the Lessor with a series of post-dated cheques representing the Rent for the balance of the first year of the Term and, thereafter, on the anniversary date of the Date of Commencement of the Term, the Lessee shall provide the Lessor with a series of post-dated cheques representing the Rent payable hereunder for the ensuing twelve (12) months.

4.0

LESSEE’S OBLIGATIONS

4.1	The Lessee covenants with the Lessor to punctually pay the Rent contemplated by clause 3.1 hereof, the Stamp Duty contemplated by clause 31.1 hereof and all other amounts whatsoever contemplated by the terms hereof to be paid by the Lessee.

4.2	The Lessee further covenants with the Lessor as follows:-

(a) Not to part with or share the possession of the Premises or any part thereof or assign its interest therein or sublet any part of the Premises at any time during the Term without the previous written consent of the Lessor, such consent not to be unreasonably withheld.

(b) To permit the Lessor and/or its agents at all reasonable times on written notice to enter the Premises and to view the state and condition thereof, and further upon reasonable written notice to permit the Lessor, or its agents or workmen at all reasonable times to enter upon the Premises to effect such repairs or renovations to the Premises for which the Lessor is liable pursuant to the terms of this Lease.

(c) Not to make any structural alterations in the Premises without first obtaining the written consent of the Lessor and the Strata Corporation in each instance, and not to make any other alterations, additions or improvements to the Premises without first obtaining the written consent of the Lessor in each instance, no such consents of the Lessor to be unreasonably withheld.

(d) Not to affix any antennae, cord, speaker, light, sign or other object to any part of the exterior of the Premises or in any window or windows of the Premises without the written consent of the Lessor and the Strata Corporation.

(e) To effect all repairs that the Lessee is obligated to do pursuant to the terms of clause 4.2(f) hereof as the same may become necessary and to indemnify and keep indemnified the Lessor against any and all claims for any and all loss or damage to the Premises arising out of or caused by the negligence of the Lessee, its servants, agents, invitees or licensees.

(f) Throughout the Term, to keep the Premises and all fixtures, fittings and equipment (including, without limitation, all doors, windows, locks, drains and other pipes) in the same state of repair and order as the same are on the Date of Commencement of the Term, fair wear and tear excepted, and from time to time replace such of the said fittings and equipment as may be broken, damaged or destroyed during the Term, fair wear and tear excepted, with other articles equally valued to the satisfaction and approval of the Lessor, and not to remove the said fittings and equipment or any part thereof from the Premises nor to lend or part with possession of the same either directly or indirectly to any person.

(g) Not to do or suffer any waste, damage, disfiguration or injury to the Premises or the fixtures, fittings, or equipment therein and not to commit, suffer or permit any part of the Premises to be used for any illegal, immoral, dangerous, noxious or offensive purpose or any purpose that shall be deemed by the Lessor to be a nuisance to the Lessor, other tenants, owners or occupants of residential strata lots in the Resort or any of their agents, invitees, customers and licensees.

(h) except as hereinafter provided, not to use any traveling or flashing lights, or any signs, television or other audio-visual mechanical devices in any manner so that they can be seen outside of the Premises, and not to use any loudspeakers, televisions, phonographs, radios or other audio-visual or mechanical devices in a manner so that they can be heard outside of the Premises and, where the Lessee shall be in breach of this covenant, the Lessor shall be entitled to remove such equipment without notice to the Lessee at the cost of the Lessee (including the making good, in each case, of any damage done in such removal). Notwithstanding the foregoing, the Lessee shall be entitled to install at its sole expense and maintain throughout the Term the following signage: (i) one twenty- four inch (24”) metal logo with eighteen inch (18”) metal lettering above the entrance door and one twenty-seven inch (27”) by forty-one inch (41”) light box on a freestanding pole adjacent to the entrance from the Lower Bight Road.

(i) Not to keep the property of any third party on the Premises without permission of the Lessor, save and except such property that is necessary for the proper functioning of the Lessee’s business.

(j) Not to keep or permit any pets or animals on the Premises.

(k) Not to keep, store or permit to be kept or stored any object whatsoever on the common walkways, parking area or other areas surrounding the Premises.

(l) Upon the expiration or sooner determination of the Term to peaceably yield up and surrender the Premises together with all additions and improvements made thereto to the Lessor in as good and substantial repair and condition as they were at the Date of Commencement of the Term, fair wear and tear and the Lessor’s obligations excepted, together with all improvements whether installed prior to or after the Date of Commencement of the Term, and to remove all furniture, furnishings and other chattel items belonging to the Lessee or brought upon the Premises by the Lessee, it being understood and agreed that if any furniture, furnishings or other chattel items belonging to the Lessee shall be left on the Premises upon the expiration or sooner determination of the Term, the Lessee shall be deemed to have abandoned same and the Lessor shall be entitled to remove and dispose of the same as it deems fit at the cost of the Lessee.

(m) Not to suffer execution to be levied at the Premises.

(n) Not to permit the washing or repair of any kind of vehicles on the common areas surrounding the Premises.

(o) To place garbage cans only in the areas specified by the Lessor or the Strata Corporation for the Lessee’s own use or to dispose of garbage only in areas specified by the Lessor or the Strata Corporation, whether solely for the Lessee’s use or for use in common with other tenants and occupants of the Resort.

(p) To be responsible for and pay when due all fees, rates, taxes, utility charges including, without limitation, telephone, cable television, water (whether pursuant to a service charge or otherwise) and electric current supply for the Premises and other services payable in respect of the Premises during the continuance of this Lease and further agrees that Lessor shall not be responsible for any damages directly or indirectly resulting from the provision of such services or any failure of the suppliers thereof to provide same to the Premises.

(q) To be solely responsible for the repair and maintenance of air-conditioning units serving the Premises, but not their replacement.

(r) At all times during the Term to observe and comply in all respects with the provisions and requirements of any and every enactment (which expression in this context includes any and every Ordinance of the Turks and Caicos Islands already or hereafter passed and every order, regulation and by-law already or hereafter to be made under or in pursuance of any such Ordinance) so far as they relate to or affect the Premises or any additions or improvements thereto or the user of the Premises, including without limiting the generality of the foregoing, obtaining all development permissions and building permits and to serve all notices as may be required for carrying out any improvements to the Premises.

(s) Not at any time during the Term do or omit or suffer to be done or omitted on or about the Premises any act or thing by reason of which the Lessor may under any enactment incur or have imposed or become liable to pay any penalty, damages, compensation, costs, levy, tax, charges or expenses whatsoever.

(t) Not at any time during the Term do or omit or suffer to be done or omitted any act, matter or thing whatsoever the doing or omission of which would make void or voidable any policy of insurance effected by the Lessor or the Strata Corporation in respect of the Building or the Resort or which have the effect of causing the premiums payable in respect of any such insurance to be increased beyond the normal rates therefor.

(u) The Lessee acknowledges and agrees that the parking area located adjacent to the Premises is provided for use in common with all owners, tenants and occupants of the Resort and their servants, agents, invitees and licensees.

(v) To comply with the By-laws of the Strata Corporation and all rules and regulations enacted by the Strata Corporation in respect of the Resort and, without limiting the generality of the foregoing, to provide to the Strata Corporation a key to the Premises and each and every part thereof such that the Strata Corporation has access to the entire Premises as contemplated by the said By-laws and not to change the locks to the Premises or any part thereof without the consent of the Strata Corporation.

(w) That it has full right and authority to enter into this Lease and to perform its obligations as herein contained, and that the execution of this Lease has been duly authorized by the board of directors of the Lessee.

5.0

LESSOR'S OBLIGATIONS

5.1	The Lessor agrees with the Lessee as follows:

(a) That so long as the Lessee shall pay the Rent hereby reserved and perform its other covenants and obligations herein contained, the Lessee may peaceably hold and enjoy the Premises during the Term without any interruption by the Lessor or any person rightfully claiming through, under or in trust for it or by title paramount.

(b) The Lessor or the Strata Corporation shall maintain and repair the structure of the Building, the exterior walls, roof, electrical wires installed and other installations of a structural nature, originally provided by the Lessor.

(c) To pay all strata fees and insurance charges imposed by the Strata Corporation from time to time payable in respect of the Premises to the Strata Corporation.

(d) Subject to clause 5.1(e) hereof, upon the destruction or damage of the Premises or and part or parts thereof by an insured risk, to lay out all policy moneys recovered by it in the reconstruction or reinstatement of the Premises, provided however that no Rent shall be payable by the Lessee during the said period of such destruction or damage, and provided further that if in the reasonable opinion of the Lessor it is uneconomical or impossible to reconstruct or reinstate the Premises, the Lessor shall have the right to terminate this Lease and, upon such termination, repay to the Lessee any Rent paid in respect of that period subsequent to the occurrence of the insured risk. In no case shall the Lessor be liable to the Lessee, its servants, invitees or licensees for any loss or damage occasioned by such destruction or damage as set forth in this clause.

(e) In the event of any destruction or damage to the Premises or the Building which renders the Premises or any part thereof unfit for use or occupation and the Lessee shall desire to determine this Lease, and on giving the Lessor no less than fourteen (14) days’ previous notice in writing then in such case this Lease and everything herein contained shall cease and determine but without prejudice to any claim by either party against the other in respect of any antecedent breach of any covenant or condition herein contained.

(f) In the event that the Premises or access thereto shall at any time during the Term be unavailable for use by the Lessee for a period in excess of seven (7) days due to any default of the Lessor, then the Rent hereby reserved and payable hereunder shall be suspended in proportion to the extent to which the Premises or access thereto are unavailable for use until the Premises or access thereto shall again become available, provided that in the event such availability shall continue for a period of thirty (30) days, the Lessee shall thereupon be entitled at its option to terminate this Lease.

6.0

DEFAULT AND RIGHT TO RE-ENTER

6.1

In case any Rent shall not be paid on the due date thereof or if default shall be made by Lessee in any of the other covenants or agreements herein contained and such non-payment or default (as the case may be) shall continue for ten (10) days after service of a notice in accordance with Section 56 of the Registered Land Ordinance 1967, then it shall be lawful for the Lessor, by its agents, attorneys, successors or assigns to re-enter and repossess the Premises and require the Lessee and each and every occupant to vacate the Premises, and upon re-entry as aforesaid, possession of the Premises shall thereupon automatically vest in the Lessor and this Lease shall terminate.

6.2

If as a result of an inspection or otherwise, the Lessor becomes aware of any breach of agreement or condition by the Lessee, the Lessor may give notice in writing to the Lessee requiring the Lessee to remedy the breach, and within ten (10) days after the giving of such notice the Lessee shall remedy such breach in accordance with the notice to the reasonable satisfaction of the Lessor.

7.0

NOTICE

7.1

Any notice permitted, required or contemplated by this Lease to be given by either party hereunder to the other shall be deemed duly served and given if delivered by hand against receipt or transmitted by facsimile transmission to the other party at its address and/or facsimile number shown in the Particulars. In the case of delivery by hand, receipt of such notice shall be deemed to have occurred on delivery. In the case of facsimile transmission, receipt shall be deemed to take place the day following apparently successful transmission of such facsimile.

8.0

CONDITION OF PREMISES

8.1

The Lessee taking possession of the Premises shall be conclusive evidence against the Lessee that the Premises and all fixtures and fittings therein were in good order and repair at the Date of Commencement of the Term and that no promise or undertaking of the Lessor to alter, remodel or improve the Premises and no representations concerning the condition of the Premises have been made by the Lessor save as herein expressly set forth. The Premises are leased to the Lessee as unfurnished.

8.2	The Lessee acknowledges that it is solely responsible for, and has satisfied itself that, the Premises may be used for the purposes intended by the Lessee and that the Lessor has made no representations nor given any warranties that such usage is permissible under law.

9.0

USE OF PREMISES AND CONDUCT OF BUSINESS

9.1

The Lessee shall not allow the Premises to be used for any purpose which will increase the insurance rates thereon and will not permit to be kept or used therein any inflammable liquid or explosive, and in the event of the insurance rates of the Lessor or the Strata Corporation being increased by reason of things brought on the Premises or the Lessee’s use of the Premises, the Lessee shall on demand pay to the Lessor as additional rent the amount of such increase; providing that if any insurance policy upon the Building shall be cancelled by the insurer by reason of the use or occupation of the Premises by the Lessee, and the Lessee declines or is unable to provide a substitute policy of insurance issued by an insurer acceptable to the Lessor within the period of notice of such cancellation as provided by the Lessor’s or the Strata Corporation’s insurers, as the case may be, then the Lessor may, at its option, terminate this Lease forthwith by giving notice in writing of its intention to do so and, thereupon, any other payments for which Lessee is liable under this Lease shall be apportioned and paid in full to the date of such termination and the Lessee shall immediately upon receipt of such notice deliver up possession of the Premises and each and every part thereof to the Lessor, and the Lessor may re-enter and take possession of the same. For greater certainty, under no circumstances shall alcoholic beverages be considered as inflammable liquids.

9.2

The Lessee shall occupy the Premises from and after the Date of Commencement of the Term and thereafter throughout the Term shall conduct the business set out in sub-clause 14 of the Particulars continuously, diligently and actively in the whole of the Premises. In the conduct of its business the Lessee shall operate its business with due diligence and in such a manner as not to disturb the Lessor, other tenants, owners or occupants of residential strata lots in the Resort or any of their agents, invitees, customers and licensees.

10.0

ORDINANCES

10.1

The Lessee shall, at its expense, comply with all laws, orders, ordinances and regulations of all governmental agencies in the Islands, including payment of any government fees and/or stamp duties owing pursuant to the execution and enforcement of this Lease and the Lessee’s occupation and use of the Premises.

11.0

INSURANCE

11.1

The Lessor shall not be responsible for any damage to any person in or about the Premises or to any merchandise, goods, chattels, machinery, fixtures, fittings or equipment contained therein, or to any person in the Building with the express or implied consent of the Lessee or in respect to the Lessee’s occupation, except where such damage is as a result of the gross negligence of the Lessor, its employees or agents.

11.2	The Lessee shall throughout the entire Term, at its sole cost and expense, take out and keep in force and effect in the name of the Lessee and, in the case of the comprehensive general liability insurance, in the names of the Lessee and the Lessor, the following insurance:

(a) insurance upon property of every description and kind owned by the Lessee or for which the Lessee is legally liable situated from time to time within the Premises in an amount not less than the full replacement cost (new) thereof against destruction or damage by fire, explosion, flooding, storm, tempest or other acts of nature and such other additional perils as are usually covered by insurance policies in the Turks and Caicos Islands covering commercial buildings and property.

(b) comprehensive general liability insurance in the amount of no less than One Million United States Dollars (US$1,000,000.00) against claims for personal injury, death, property damage or other loss arising out of the negligence of the Lessee or the Lessor and their respective employees, servants and agents in and about the Premises.

All policies of insurance contemplated herein shall be taken out with insurers acceptable to the Lessor, acting reasonably, and shall contain a provision requiring the insurers to notify the Lessor not less than thirty (30) days’ prior to any material change, cancellation or termination thereof. The Lessee shall duly and promptly pay all premiums for the insurance contemplated in this clause 11.2. Prior to the Commencement Date of the Term, the Lessee shall provide the Lessor with certificates of insurance or certified copies of each of the aforesaid policies and, further, shall from time to time during the Term as such policies are renewed, provide the Lessor with updated certificates of insurance or certified copies of each such renewal policy.

12.0

DAMAGE TO THE PREMISES

12.1

In the event of damage to or destruction of the Premises by fire, flooding, storm or other insured cause such that the Premises become uninhabitable (such damage or destruction not being as a result of the Lessee’s act or negligence, or the act or negligence of the Lessee’s servants, agents or invitees), this Lease shall terminate on that date and the Lessor will refund to the Lessee the balance of the unused portion of the Rent and the Security Deposit.

12.2	The Lessee acknowledges that the Building and the Premises form part of a Strata Plan and that the Strata Corporation (and not the Lessor) has the obligation to insure against damage to or destruction of the Premises.

13.0

LIENS

13.1

The Lessee shall promptly pay when the same fall due all accounts for labour and material done or supplied at the Lessee’s request for all improvements, installations, partitions, fixtures or work done by or for it on the Premises and will not suffer or permit any encumbrance, lien or charge to arise on the Premises in respect thereof.

14.0

LIGHTING

14.1

The Lessee agrees to install and replace from time to time, as required, all electric light bulbs, fluorescent tubes and other lighting in the Premises at the Date of Commencement of the Term and shall maintain and repair all light fixtures in the Premises; provided that the Lessee may remove any light bulbs, fluorescent tubes and other lighting (but not light fixtures) installed by the Lessee during the Term on the expiry of the Term.

15.0

SUBORDINATION

15.1

The Lessee agrees that this Lease shall be subject and subordinate to any mortgage or charge which is now in place against the Premises or which the Lessor shall hereafter grant, and the Lessee agrees to execute such postponements, acknowledgments of priority, attornment agreements and other documents as any lender to the Lessor reasonably requests as may be desirable or necessary to give effect to the foregoing provisions.

16.0

NO DIMUNITION OF RENT

16.1

Except as expressly provided otherwise in this Lease, there shall be no allowance to the Lessee for diminution of Rent on account of, and no liability on the part of the Lessor for, any inconvenience, personal annoyance, illness, or injury to Lessee arising from acts of God or Queen’s enemies. The Lessor agrees to use its best endeavours to do any work required by the terms of this Lease to be done by it in a manner so as not to materially interfere with the Lessee’s use of the Premises.

17.0

RIGHT TO SHOW PREMISES AND TO ERECT SIGNS

17.1

The Lessor shall have the right to show the Premises to prospective purchasers thereof or to prospective tenants thereof from time to time during the last four (4) months of the Term provided that, where the Lessor desires to show the Premises during a time when they are not open for business, the Lessor shall give the Lessee no less than twenty-four (24) hours’ notice of the desire to show the Premises and, in such circumstances, the Lessee shall permit the Lessor entry thereto.

17.2

The Lessor shall have the right at any time or times during the last four (4) months of the Term to fix and retain without interference a reasonably sized notice or sign advertising the Premises for sale or for lease (or both), provided that such notice or sign shall not unreasonably affect the light or air enjoyed by the Premises, and the Lessee will not remove or obscure the same.

18.0

RENEWAL RIGHT

18.1

It is understood and agreed between the Lessor and the Lessee that, provided that the Lessee has not been substantially in default of any of its obligations under this Lease during the Term, the Lessee shall have the option to renew this Lease for a further term of five (5) years (the “Renewal Term”) by giving written notice to the Lessor of its intention to renew at least six (6) months before the expiration of the Term, such renewal to be on the same terms and conditions as in this Lease, except for the Rent which shall be the greater of (i) $15,000.00 per month; or (ii) the then current market rent for similar premises in a similar location (as to which the Lessor and the Lessee shall use their respective best efforts to agree upon) and except that there shall be no further renewal right. In the event that the Lessor and the Lessee shall fail to agree on the Rent to be paid during the Renewal Term by the date which is two (2) months before the expiration of the Term, the determination of the amount thereof shall be subject to arbitration in accordance with the Arbitration Ordinance 1974 and either party hereto shall be entitled to submit the matter for resolution pursuant to such Ordinance and the provisions of such Ordinance shall govern the procedure for determination of the Rent during the Renewal Term.

19.0

EXPROPRIATION

19.1

If the whole or a substantial portion of the Premises are taken by any public authority under the powers of expropriation of that authority this Lease shall cease and terminate from the day possession shall be taken for such public purposes and the Lessee shall be liable for Rent only up to the date of the taking of possession thereof by such public authority. All appropriate adjustments shall be made between the Lessor and the Lessee where Rent has been paid beyond the day possession shall be taken for such public purposes.

20.0

BANKRUPTCY AND SEIZURE

20.1

If the Term hereby granted shall be at any time seized or taken in execution or on attachment by any creditor of the Lessee, or if the Lessee shall make an assignment for the benefit of its creditors, or become bankrupt or insolvent or take the benefit of any Ordinance which may be in force for bankrupt or insolvent debtors, the Term shall, at the option of the Lessor, immediately become forfeited and void and the Rent then owing, including the then current month’s Rent, and three (3) months’ additional Rent shall thereupon become due and payable and the Lessor may without notice re-enter and take possession of the Premises as though the Lessee or its employees or other occupants of the Premises were holding over after the expiration of the Term.

21.0

WAIVER IN WRITING

21.1

Failure of the Lessor to insist upon strict compliance by the Lessee with the performance of all terms, conditions, obligations, covenants and agreements contained herein in any one or more instances shall not operate or be construed as a waiver of any other breach of such term, condition, obligation, covenant or agreement or of any other term, condition, obligation, covenant or agreement hereof. The Lessor shall not be considered to have waived any of its rights to performance by the Lessee of the terms, conditions, obligations, covenants and agreements herein contained unless evidenced by the written waiver of the Lessor.

22.0

RECOVERY OF MONEYS DUE

22.1

All sums reasonably paid or expenses reasonably incurred by the Lessor for the purposes of collecting Rent in arrears or to enforce the late performance of any of the Lessee’s obligations, covenants or agreements hereunder shall be recoverable from the Lessee and shall bear interest at the rate of twelve per cent (12%) per annum.

23.0

GOVERNING LAW

23.1

This Lease shall be governed in all respects by the laws of the Turks and Caicos Islands. Should any term or provision of this Lease be illegal, invalid or unenforceable under the laws of the said jurisdiction, it or they shall be considered severable, and this Lease and its remaining terms and provisions shall remain in force and be binding upon the parties as though the illegal, invalid or unenforceable terms and provisions had never been included.

24.0

IMPLIED TERMS

24.1	The agreements implied by Sections 52 and 53 of the Registered Land Ordinance 1967 are hereby excluded from this Lease, having been replaced by alternate provisions or having been deemed by the parties hereto not to be applicable.

24.2	The provisions of Section 55(1) of the Ordinance are hereby excluded from this Lease, having been replaced by alternative provisions.

25.0

OVERHOLDING

25.1

If at the expiration or other termination hereof the Lessee shall remain in possession of the Premises with or without the consent of the Lessor without further written agreement, the Lessee shall be deemed to be a tenant from month- to-month and no other tenancy shall be created by implication of law or otherwise and the monthly rental installment provided hereinbefore shall be paid on the first day of each month, and such month-to-month tenancy shall otherwise be subject to all of the terms of this Lease.

26.0

TIME OF THE ESSENCE

26.1	Time shall be of the essence in respect of all obligations and payments to be made hereunder.

27.0

SUCCESSORS AND ASSIGNS

27.1	This Lease and the terms and provisions hereof shall enure to the benefit of and be binding upon the Lessor and its successors and assigns and to the benefit of and be binding upon the Lessee and its permitted successors and assigns.

28.0

ASSIGNING AND SUB-LETTING

28.1	The Lessee shall not be entitled to assign this Lease nor to sublet the Premises or any part or parts thereof without the prior written consent of the Lessor, which consent may be granted or withheld in the sole discretion of the Lessor.

29.0

TOTAL AGREEMENT

29.1	This Lease supersedes any and all understandings and agreements, written or oral, between the parties relative to the leasing of the Premises and constitutes the entire agreement between them concerning the subject matter hereof.

30.0

HEADINGS

30.1	The headings contained in this Lease are for convenience of reference only and shall not affect the construction or interpretation of this Lease.

31.0

COSTS AND STAMP DUTY

31.1

Each party shall bear its own costs for preparation and negotiation of this Lease. The Lessee shall be responsible for, and shall pay as and when due, all Stamp Duty payable as a consequence of the entering into of this Lease and the making of the payments of Rent hereunder, and the Lessee shall indemnify and save harmless the Lessor in respect of the obligation to pay such Stamp Duty.

IN WITNESS WHEREOF the parties hereto execute this Lease as of the day, month and year first above written.

Executed by the Lessor,
CARL ENTERPRISES LTD.


Zdzislaw Materski - Director			Zdzislaw Materski - Secretary

Executed by the Lessee,
THE GAME INTERNATIONAL TC LTD.


Director			Secretary