Exhibit 10.65


 


LEASE TERMINATION AGREEMENT


 


This Lease Termination
Agreement (this “Agreement”), dated as of January 31, 2002, by and between
PENNSYLVANIA PLAZA ASSOCIATES, a District of Columbia limited partnership
(“Landlord”), and M.O.C. OF MIAMI, LLC, a Delaware limited liability company
(“Tenant”).


 


W  I  T  N  E  S  S
E  T  H


 


A.            Landlord and Tenant are parties to a lease (the “Lease”)
pursuant to which Tenant leases a portion of the retail space on the ground
floor (the “Premises”) of the building located at 601 Pennsylvania Avenue,
N.W., North Building, Washington, D.C. (the “Building”).


 


B.            Landlord and Tenant have agreed to bring the Term of the
Lease to an end prior to its originally-scheduled expiration date.


 


NOW THEREFORE, in
consideration of the foregoing recitals and the mutual agreements herein
contained, Landlord and Tenant agree as follows:


 


1.             All terms contained in this Agreement shall, for the
purposes hereof, have the same meanings ascribed to them in the Lease unless
otherwise defined herein.


 


2.             The Lease is hereby modified to change the Expiration
Date to January 31, 2002 (the “New Expiration Date”).


 


3.             Tenant expressly agrees to quit and vacate the Premises,
to cause all other persons and entities in occupancy or claiming any right of
occupancy or possession in the Premises, if any, to remove themselves therefrom
and to deliver possession thereof vacant and free of tenancies or other
occupancies in broom clean condition and otherwise in accordance with the terms
of the Lease, all on the New Expiration Date.


 


4.             Tenant expressly warrants, represents and agrees that
Tenant: (i) has not sublet the Premises, (ii) has not assigned Tenant’s
interest in the Lease, (iii) has not permitted any persons except Tenant’s
employees to occupy the Premises or any portion of the Premises, and (iv)
otherwise has not encumbered the Premises or the Lease. Tenant further
expressly warrants, represents and agrees that there are no persons or entities
currently in possession or occupancy of the Premises and that delivery and
possession of the Premises shall be made to landlord pursuant to this Agreement
free of tenancies or other occupancies and all liens, encumbrances, rights or
privileges of any kind or nature whatsoever.


 


5.             Tenant hereby grants, sells, transfers and delivers to
Landlord all of Tenant’s right, title and interest in and to Tenant’s removable
property (including, but not limited to, furniture (other than antiques) and
kitchen equipment) located in the Premises,


 

















 


 to
have and to hold to Landlord and Landlord’s successors and assigns to their own
use and behoof forever. Tenant expressly warrants, represents and agrees that
(i) Tenant is the lawful owner of said Property, (ii) said Property is free of
all liens, encumbrances, rights or privileges of any kind or nature whatsoever,
(iii) Tenant has the right to transfer said Property as aforesaid and (iv)
Tenant will warrant and defend said Property against the claims and demands of
all persons.


 


6.             Tenant expressly warrants, represents and agrees to pay
Fundamental Building Corp. (FBC) $35,000 for the satisfaction of certain rent
abatements and cash payments made by Landlord to Tenant (as evidenced by
certain promissory notes between the parties).


 


7.             The covenants, agreements, terms and conditions contained
in this Agreement shall bind and inure to the benefit of the parties hereto and
their respective successors, and, except as otherwise provided in the Lease as
hereby modified, their respective assigns.


 


8.             Except as modified by this Agreement, the Lease and all
covenants, agreements, terms and conditions thereof shall remain in full force
and effect and the Lease, as so modified, is hereby in all respects ratified
and confirmed.


 


9.             This Agreement may not be changed orally, but only by a
writing signed by the party against whom the enforcement thereof is sought.


 


 


2

















 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first above written.


 


	
  M.O.C. OF MIAMI, L.L.C.,

  	 

	
  a Delaware limited
  liability company

  	 

	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eugene Zuriff, Manager

  	 

	
   

  	
  Name:

  	
  Eugene Zuriff

  	 

	
   

  	
  Title:

  	
  Manager

  	 

	
   

  	
   

  	
   

  	 

					



 


	
  PENNSYLVANIA PLAZA
  ASSOCIATES

  
	
  a District of Columbia
  limited partnership

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Yorkington Limited
  Partnership

  
	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Lawrich Capital
  Corporation

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard Rubin

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Richard Rubin

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  	
   

  
													



 


 


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