SUBLEASE FOR OFFICE SPACE THIS SUBLEASE is entered into as of the 1st day
of May, 1996, by and between ENTERPRISES CONSULTING, INC-, a Delaware
corporation whose address is ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇
Gables. FL 33134 ('ECI') and EXPERT SOFTWARE, INC.. Delaware corporation whose
address is 800 ▇▇▇▇▇▇▇ Road, Executive Tower, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Expert")
(SUBLESSEE") with reference to the following facts: A. Pursuant to an April 25,
1990 Lease Agreement (the "Main Lease") between ▇▇▇▇▇▇▇ ENTRANCE HOLDINGS
LIMITED PARTNERSHIP ("Landlord') and COMMODORE- CRUISE LINE, LIMITED, a Cayman
islands corporation, now known as EFFJOHN NORTH AMERICA LIMITED ('Sublessor')
and an August 10, 1994 Sublease agreement (the "ECI Sublease") between Sublessor
and ECI, ECI has leased office space on the sixth (6th) and seventh (7th) floors
of the building located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the
'Building'), and desires to sublease a portion of that space to Sublessee, and
B. Sublessee desires to sublease a portion of the office space. NOW. THEREFORE,
the parties agree as follows: 1. Demise and Description of Property. ECI hereby
leases to Sublessee, and Sublessee hereby leases from ECI, for the term, and
subject to the conditions and covenants hereinafter set forth, the portion of
the sixth (6th) floor of the Building demised to ECI in the ECI Sublease and
shown on Exhibit "A" attached hereto and made a part hereof, hereinafter
referred to as the "subleased premises". The subleased premises contains 7,152
rentable square feet, 1,045 square feet of which shall be provided rent free. 2.
Term. The term of this Sublease shall commence on May 1. 1996 or on the date of
occupancy by Sublessee, whichever is sooner, provided the consent of Landlord
and Sublessor to this fully-executed Sublease has been obtained, and shall end
on the first to occur of (i) the expiration date of the ECI Sublease or (ii) on
August 29, 2000. 3. Rent. (a) For and during the term of this Sublease,
Sublessee shall pay to ECI for he subleased premises a fixed rental of $15.50
per rentable square foot per year, i.e., $94,658.50 per year, payable monthly
beginning on the commencement date in the amount of $7,888.21. ECI shall pay the
applicable sales or other taxes on such rentals. The rental payment includes all
charges (except telephone) for the furnished space as offered to Sublessee on
the commencement date, all office services received from or through the
Landlord, and building charges or assessments for the subleased premises (such
as utilities, cleaning and maintenance. plant care, security system equipment
and monitoring, etc.). All requests and payment for additional HVAC shall be
made by Sublessee through ECI. Sublessee shall pay ECI for telephone charges to
be billed separately from the above services. (b) For and during the term of
this Sublease, Sublessee will pay its proportionate share (Sublessee's square
footage of 6,107 over ECI's total square footage of 19,254 under the EC[
Sublease) of increases in operating expenses and real estate taxes over 1995
base year. Calculations will be made in accordance with the ECI Sublease and
Sublessee shall be entitled to its proportionate share of any credits or refunds
pursuant to Section 4.07 of the Main Lease. :: (c) Sublessee shall pay the rent
to ECI, at the address set forth above, or at such address as ECI may from time
to time designate. Sublessee agrees to pay all such sums monthly, in advance.
and without demand. If the term of this Sublease commences on a day other than
the first day of the month or terminates on a day other than the last day of a
month, then the installments of rent and any adjustments thereto for such month
or months shall BE prorated, based on the number of days in such month. 4. Use
of Premises. The subleased premises shall be used by Sublessee for office
purposes and for uses normally incident thereto and for no other purpose. 5.
Compliance with ECI Sublease; Representations, Warranties, Covenants and
lndemnity. (a) Except as provided herein, the Sublessee shall be entitled to all
rights, benefits and privileges of ECI and Sublessor and shall comply with and
assume all provisions of the ECI Sublease and the Main Lease as the same apply
to the subleased premises as the tenant thereunder during the term hereof and
ECI shall perform or cause to be performed all obligations and shall have all
rights and remedies of the landlord thereunder. Notwithstanding the foregoing,
the payment of rent shall be governed by the provisions of Paragraph 3, above.
Without in any way limiting the generality of the foregoing, Sublessee
acknowledges that ECI is relying upon the timely payment of rental by Sublessee
hereunder in order for ECI to make its payments of rental under the ECI
Sublease. Accordingly, in the event Sublessee defaults in the payment of rent
hereunder and such default remains uncured after expiration of the applicable
cure period, if any, and should the penalty set forth in 3.02 of the Main Lease
be imposed upon ECI, in addition to other liability that may be imposed upon
Sublessee, Sublessee agrees to indemnify and hold harmless ECI from the penalty
set forth in 3.02 of the Main Lease on the prorata basis calculated by dividing
Sublessee's leased square footage of 6,107 by ECI's total square footage of
19,254 under the ECI Sublease and multiplying the quotient by the amount of the
penalty. Sublessee is assuming no obligations under 3.02 of the Main Lease
except as set forth above. (b) ECI represents, warrants and covenants to
Sublessee that (i) it has the power to execute, deliver and perform this
Sublease and has duly authorized, executed and delivered this Sublease; (ii)
this Sublease constitutes the legal. valid and binding obligation of ECI
enforceable against it in accordance with its terms; (iii) attached hereto as
Exhibits "B" and "C" respectively, are true and correct copies of the Main Lease
and the ECI Sublease, in each with all amendments thereto; (iv) each of the Main
Lease and the ECI Sublease is in full force and effect, and there exists no
event of default or event or act (including, without limitation, the execution,
delivery or performance of this Sublease), which, with the giving of notice, the
lapse of time or the happening of any other event or condition would become a
default thereunder; (v) except for the consents of the Landlord and Sublessor
set forth below, no consent of any other person or entity is required in
connection with ECI's execution, delivery and performance of the Sublease; (vi)
ECI has not violated any of the terms and conditions of the Main Lease or the
ECI Sublease and, to the best of ECI's knowledge, all of the covenants to be
performed by every other party to the Main Lease and the ECI Sublease as of the
date hereof have been fully performed in all material respects: (viii) it will
comply with the provisions of the ECI Sublease and cause Sublessor to comply
with the provisions of the Main Lease, except and solely to the extent any
non-compliance is caused by Sublessee's non-compliance with the terms of this
Sublease. 2 (c) ECI agrees to indemnify and hold the Sublessee harmless from and
against any loss, cost, damage or expense arising from or in connection with any
breach by ECI of any representation, warranty or covenant contained herein. (d)
Sublessee agrees to indemnify and hold ECI harmless from and against any loss,
cost, damage or expense arising from or in connection with any breach by
Sublessee of any representation, warranty or covenant contained herein. 6.
Furniture and Fixtures. Sublessee shall have the utilization of the furniture in
place. with the exception of a few "persona1" pieces of furniture which will be
identified in a list of excluded inventory. which shall be attached as Exhibit
"D" and by this reference incorporated herein. Furniture is not deemed to
include any office equipment, telephone system or telephones. Sublessee may use
the furniture located in the subleased premises free of charge for the duration
of this Sublease. and such furniture will be relinquished to ECI upon completion
of this Sublease, reasonable wear and tear excepted. 7. Assignment and
Subletting. No assignment or subletting of the subleased premises or any part
thereof shall be made by Sublessee. 8. Quiet Possession Sublessee, upon full
performance of all provisions herein shall peaceably and quietly have hold and
enjoy the subleased premises throughout the term hereof without any disturbance
from ECI or any person claiming through ECI. 9. Insurance. Sublessee agrees
that, at all times during the Sublease Term, it will keep in force and effect
all insurance as is required under the Main Lease and name Landlord, Sublessor
and ECI as additional insureds. 10. Parking. Sublessee shall have no obligations
concerning parking under the ECI Sublease. 11. No Obligation to Restore.
Sublessee shall have no obligation to restore the subleased premises to their
original condition at the expiration or termination of this Sublease pursuant to
Section 7.01 of the Main Lease. 12. General Provisions. (a) This Sublease
embodies the entire agreement between the parties hereto relative to the subject
matter hereof and shall not be modified, changed, or altered in any respect
except in writing. (b) The covenants, agreements. and obligations herein
contained shall extend to, bind. and inure to the benefit not only of the
parties hereto but their successors and assigns; and where more than one party
shall be ECI under this Sublease, the word "ECI" whenever used in this Sublease
shall be deemed to include all such parties jointly and severally. (c) Whenever
under this Sublease. a provision is made for notice of any kind, such notice
shall be in writing and signed by or on behalf of the party giving or making the
same, and it shall be deemed sufficient notice and service thereof if such
notice is sent by registered or certified mail, postage prepaid, to the address
furnished for such purpose. Copies of any notices to ECI shall also be sent to
(1) Coca-Cola Enterprises. Inc., ▇.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇. ▇▇ ▇▇▇▇▇-▇▇▇▇, Attn:
▇▇▇▇ ▇▇▇▇▇, Real Estate Manager, and (2) Coca-Cola Enterprises, Inc.. P. 0. ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇. ▇▇ ▇▇▇▇▇-▇▇▇▇, Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel. 3 Copies
of any notices to Sublessee shall be sent to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CEO. All
notices to be given to the parties shall be given at the addresses stated above
unless and until some other place is designated in writing by the respective
party and in accordance with the ECI Sublease and the Main Lease. (d) Nothing in
this Sublease Agreement is intended to conflict with the terms of the Main Lease
or the ECI Sublease, or with any of the rights granted to Landlord in the Main
Lease or with any of the rights granted to Sublessor in the ECI Sublease, which
shall remain in full force and effect throughout the term of this Sublease. (e)
The subleased premises shall be designated as a non-smoking area and no smoking
shall be permitted upon the subleased premises. (f) This Sublease is contingent
upon the execution by the Landlord and the Sublessor of the Consents attached
hereto. (g) This Sublease may be executed in any number of counterparts, each of
which shall be deemed to be an original document and all of which taken
together. shall constitute one and the same instrument. Executed so as to be
effective on the day and year first above written. ENTERPRISES CONSULTING, INC.,
a Delaware corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President
EXPERT SOFTWARE, INC. a Delaware corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title-.
Chief Executive Officer
CONSENT OF LANDLORD The undersigned hereby (i)
confirms that (a) that certain Lease Agreement dated April 25, 1990 executed by
the undersigned and by COMMODORE CRUISE LINE, LIMITED, now known as EFFJOHN
NORTH AMERICA LIMITED (the "Main Lease") is in full force and effect and other
than the entering into of the ECI Sublease, the Expert Software Sublease, and as
amended by the First Amendment to Lease Agreement dated August 10, 1990, which
served to amend Section 32.01(a), the Expansion Option, the Main Lease has not
been otherwise amended or modified and (b) to the best of the undersigned's
knowledge, COMMODORE CRUISE LINE, LIMITED, now known as EFFJOHN NORTH AMERICA
LIMITED is not currently in default of any of the provisions of the Main Lease;
and (ii) consents to the above May 1, 1996 Sublease for Office-e Space (the
'Sublease') by and between ENTERPRISES CONSULTING, INC. ("ECI") and EXPERT
SOFTWARE, INC. ("Sublessee") pursuant to Article 12.01 of the Main Lease. The
undersigned has executed this consent to indicate approval of Sublessee but in
no way shall this consent be construed as a modification, amendment or
supplement to the April 25, 1990 lease agreement between Sublessor and the
undersigned, nor shall the execution of this consent by the undersigned be
deemed to make the undersigned a party to this Sublease. All capitalized terms
used in the foregoing consent shall have the meanings given to them in the
Sublease. ▇▇▇▇▇▇▇ ENTRANCE HOLDINGS LIMITED PARTNERSHIP, a Delaware limited
partnership By: DWS Florida holdings, Inc,, a Delaware corporation, General
Partner By: /s/ ▇▇▇ ▇. ▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇ Title: Vice President CONSENT OF
SUBLESSOR The undersigned hereby (i) certifies that (a) attached hereto is a
true and correct copy of the ECI Sublease, with all amendments thereto through
the date hereof and (b) to the best of the undersigned's knowledge, ECI is not
in default of any of the terms and conditions of the ECI Sublease. and (ii)
consents to the terms and conditions of the above May 1, 1996 Sublease for
Office Space (the "Sublease') by and between ENTERPRISES CONSULTING, INC.
("ECI") and EXPERT SOFTWARE, INC. ("Sublessee"). The undersigned has executed
this consent to indicate approval of Sublessee but in no way shall this consent
be construed as a modification, amendment or supplement to the August 10, 1994
lease agreement between ECI and the undersigned, nor shall the execution of this
consent by the undersigned be deemed to make the undersigned a party to this
Sublease. All capitalized terms used in the foregoing consent shall have the
meanings given them in the Sublease. EFFJOHN NORTH AMERICA LIMITED, formerly
known as Commodore Cruise Line, Limited, a Cayman Islands corporation By:
▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer
SUBLEASE FOR OFFICE SPACE This
Sublease is entered into this l0th day of August, 1994, by and between Commodore
Cruise Line, Limited, a Cayman Islands corporation authorized to transact
business in the state of Florida,. with an office at 800 ▇▇▇▇▇▇▇ Entrance, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇,. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ('Sublessor") and Enterprises Consulting,
Inc., a Delaware corporation, whose address is ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇. ("Sublessee") with reference to the following facts: A.
Pursuant to an April 25, 1990, Lease Agreement (the "Main Lease") between
▇▇▇▇▇▇▇ Entrance Holdings Limited Partnership ("Landlord") and Sublessor,
Sublessor has leased office space on the sixth (6th) and seventh (7th) floors of
the building located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the
"Building"), and desires to sublease a portion of that space to Sublessee, and
B. Sublessee desires to sublease the off ice space. NOW, THEREFORE, the parties
agree as follows: 1. Demise and Description of Property Sublessor hereby leases
to Sublessee, and Sublessee hereby leases from Sublessor, for the term, and
subject to the conditions and covenants hereinafter set forth, the property,
hereinafter referred to as the "subleased premises", located in Dade County,
Florida, described as follows: All of the seventh (7th) floor, shown on Exhibit
"A" attached hereto and made a part hereof, and a portion of the sixth (6th)
floor, shown hatched and cross-hatched on Exhibit "B" attached hereto and made a
part hereof. The subleased premises contain 20,299 rentable square feet, with
1,045 square feet on the sixth (6th) floor shown cross-hatched on Exhibit "B"
being provided rent free by Sublessor to Sublessee. At any time during the term
of this Sublease, and at Sublessor's expense, Sublessor may request that
Sublessee relocate its subleased premises to other comparable space leased by
sublessor under he Main Lease. 2. Term The term of this Sublease shall commence
on September 1, 1994 or on the date of occupancy by sublessee, whichever is
sooner, provided Landlord's consent to this fully-executed Sublease has been
obtained, and shall end on August 29, 2000. 3. Rent For and during the term of
this Sublease, Sublessee shall pay to Sublessor for the subleased premises
(exclusive of the 1,045 square feet which are rent free) a fixed rental of
$15.50 per rentable square foot per year, i.e.,. $298,437.00 per year; payable
monthly in the amount of $24,869.75. The Sublessor shall pay all applicable
sales or other taxes on such rentals. The rental payment Includes all charges
(except telephone) for the furnished space as offered to Sublessee on the
commencement date, all. office services received from or through the Landlord,,
and building charges or assessments for the subleased premises (such as
utilities, cleaning and maintenance, plant care, security system equipment and
monitoring, etc.) All requests and payment for additional HVAC shall be made by
Sublessee through Sublessor. Sublessee shall pay Sublessor for telephone charges
to be billed separately from the above services. Sublessee will pay its
proportionate share (Sublessee's square footage of 19,254 over Sublessor's total
square footage under the Main Lease) of increases in operating expenses and real
estate taxes over a 1994 base year. Calculations will be made in accordance with
the Main Lease. Sublessee shall pay the rent to Sublessor, at the address set
forth above, or at such address as Sublessor may from time to time designate.
Sublessee agrees to pay all such sums monthly, in advance, and without demand.
If the term of this Sublease commences on a day other than the first day of the
month or terminates on a day other than the last day of the month, then the
installments of rent and any adjustments thereto for such month or months shall
be prorated, based on the number of days in such month. 4. Use of Premises The
subleased premises shall be used by sublessee for office purposes and for uses
normally incident thereto and for no other purpose. 5. Assumption Agreement and
Covenants Except as modified herein, the Sublessee shall comply with all
provisions of the Main Lease during the term hereof by the Sublessor as Tenant
thereunder and Sublessor shall have all rights and remedies of the Landlord
thereunder. Notwithstanding the foregoing, the payment of rent shall be governed
by the provisions of Paragraph 3, above. 6. Furniture and fixtures Sublessee
shall have the utilization of the furniture in place with the exception of a few
"personal" pieces of furniture which will be identified in a list' of excluded
inventory, which shall be attached as Exhibit "C" and by this reference
incorporated herein. Furniture is not deemed to include any off ice equipment,
telephone system or telephones. Sublessee may use the furniture located in the
subleased premises free of charge, for the duration of this Sublease, and such
furniture will be relinquished to the Sublessor upon completion of this
Sublease, reasonable wear and tear excepted. 7. Assignment and Subletting No
assignment or subletting of the subleased promises or any part thereof shall be
made by Sublessee. 8. Quiet Possession Sublessee, upon full performance of all
provisions herein, shall peaceably and quietly have, hold and enjoy the
subleased premises throughout the term hereof without any disturbance from
Sublessor or any person claiming through Sublessor. 9. Insurance Sublessee
agrees that, at all times during the Sublease Term, it will keep in force and
effect all insurance as is required under the Main Lease and name Landlord and
Sublessor additional insureds. 10. Parking Sublessee will lease up to sixty-six
(66) garage parking spaces as needed at a monthly rate of $45.00 per space for
the duration of the Sublease Term. At Sublessee's option, Sublessee may convert
up to fifty (50) garage spaces to open lot spaces which would be available at
$20.00 per space, per month. Visitor parking is available in the garage from the
Landlord currently at $.75 per half hour. 11. Right of First Refusal If at any
time during the term of this Sublease, Sublessor desires to sublease any other
space Sublessor has remaining under the Main Lease, and receives a bona fide
offer from a third party that Sublessor is willing and proposes to accept,
Sublessor shall give sublessee the right of first refusal to sublease such space
an terms and conditions not less favorable to Sublessee than those contained in
the bond fide offer. Upon receipt of such offer (which can be a letter of
intent), Sublessor shall immediately notify Sublessee in writing of the rental
price and terms of the bona fide offer along with the name and address of the
offeror and Sublessee shall have five (5) business days within which to elect to
exercise its right to sublease the space. If, during this five (5) day period,
Sublessee elects to sublease the space, Sublessee shall so notify Sublessor in
writing and the parties shall execute a sublease of the space within ten (10)
business days immediately following the expiration of the five (5) day option
period. Should Sublessee fail to notify Sublessor in writing during the five (5)
day option period, then Sublessor may sublease to the third party at the rental
price and on the terms set forth in the bona fide offer. 12. General (a) This
Sublease embodies the entire agreement between the parties hereto relative to
the subject matter hereof and shall not be modified, changed, or altered in any
respect except in writing. (b) The covenants agreements, and obligations herein
contained shall extend to, bind, and inure to the benefit not only of the
parties hereto but their successors and assigns; and where more than one party
shall be Sublessor under this Sublease, the word "Sublessor" whenever used in
this Sublease shall be deemed to include all such parties jointly and severally.
(c) Whenever under this Sublease, a provision is made for notice of any kind,
such notice shall be in writing and signed by or on behalf of the party giving
or making the same, and it shall be deemed sufficient notice and service thereof
if such notice is sent by registered or certified mail, postage prepaid, to the
address furnished for such purpose. Copies of any notices to the Sublessee shall
also be sent to (1) Coca-Cola Enterprises Inc., ▇.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attn: ▇▇▇▇ ▇▇▇▇▇, Real Estate Manager, and (2) Coca-Cola
Enterprises Inc., ▇.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: ▇▇▇▇▇ ▇.
▇▇▇▇▇, General Counsel. All notices to be given to the parties shall be given at
the addresses stated above unless and until some other place is designated in
writing by the respective party and in accordance with the Main Lease. (d)
Nothing in this Sublease Agreement is intended to conflict with the terms of the
Main Lease, or with any of the rights granted to Landlord in the Main Lease,
which shall remain in full force and effect throughout the term of this
Sublease. (e) The subleased premises shall be designated as a non-smoking area
and no smoking shall be permitted upon the subleased premises. (t) This
:Sublessee is contingent upon the execution by the Sublessor, Sublessee, ▇▇▇▇▇▇▇
& Wakefield and ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ of a Release substantial in the form attached
hereto as Exhibit "D" on or before August 10, 1994 at 5:00 p.m. eastern daylight
savings time.
Executed on the day and year first above written. COMMODORE
CRUISE LINE, LIMITED ENTERPRISES CONSULTING, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title:
Corp. Controller Title: Senior Vice President Consent ▇▇▇▇▇▇▇ Entrance Holdings
Limited Partnership ("▇▇▇▇▇▇▇ Entrance") hereby consents to the terms and
conditions of the above August 10, 1994 Sublease for Office Space by and between
Commodore Cruise Line, Limited ("Sublessor") and Enterprises Consulting, Inc.
("Sublessee). ▇▇▇▇▇▇▇ Entrance has executed this consent to indicate approval of
Sublessee, but in no way shall this consent be construed as a modification,
amendment or supplement to the April 25, 1990 lease agreement between Sublessor
and ▇▇▇▇▇▇▇ Entrance, nor shall the execution of this consent by ▇▇▇▇▇▇▇
Entrance be deemed to make ▇▇▇▇▇▇▇ Entrance a party to the Sublease. ▇▇▇▇▇▇▇
ENTRANCE HOLDINGS LIMITED PARTNERSHIP, a Delaware limited partnership By: DWS
Florida Holdings, Inc., a Delaware corporation, general partner By: /s/ ▇▇▇ ▇.
▇▇▇▇