ex10-1.htm


    Exhibit 10.1

    FARM LEASE

    


    THIS
LEASE is made the___ of ______________, 2008 between ROHAN MARLEY of 1240 Vista
Lane, Miami, Florida 33156, United States of America (hereinafter called “the
Landlord”) of the ONE PART, and MARLEY COFFEE, INC., a corporation incorporated
under the laws of the state of Nevada, of 357 South Fairfax Ave Suite 321, Los
Angeles, California 90036, United States of America (hereinafter called “the
Tenant”) of the OTHER PART.

    


    RECITALS

     

    
      	
              1.

            	
              The
      Landlord is registered as the proprietor of an estate in fee simple in the
      land known as part of Chepstowe in the parish of Portland being the land
      comprised in Certificates of Title registered at Volume 713 Folio 77 and
      Volume 1102 Folio 549 of the Register Book of Titles (hereinafter called
      “the Land”).

            


    

     

    
      	
              2.

            	
              The
      Landlord has agreed to lease to the Tenant the Land, together with a shed
      thereon (hereinafter called “the Farm”), at the rent and upon the terms
      and conditions hereinafter
contained.

            


    

     

    


    NOW THIS
LEASE WITNESSETH as follows:

    


    
      	
              1.

            	
              Lease of
      Farm

            


    

    


    In
consideration of the rents, covenants and agreements hereafter reserved and
contained on the part of the Tenant to be paid, observed and performed, the
Landlord HEREBY LEASES to the Tenant, and the Tenant rents from the Landlord,
the Farm, subject to the terms and conditions herein set forth.

    


    
      	
              2.

            	
              Term of the
      Lease

            


    

    


    The term
of this Lease shall commence on February 15, 2008 (hereinafter called “the
Commencement Date”) and shall end (unless otherwise extended or terminated as
hereinafter provided) at midnight on February 14, 2018 (“the Termination
Date”).

    


    
      	
              3.

            	
              Lease
      Year

            


    

    


    The term
“Lease Year” as used herein shall mean consecutive twelve (12) month periods
commencing on the Commencement Date of this Lease.

    


    
      	
              4.

            	
              Base
      Rent

            


    

    


    The
Tenant covenants and agrees to pay the Landlord the Base Rent of One Thousand
United States Dollars (US$1,000.00) per annum, (J$71,500.00 for the purposes of
Stamp Duty only) payable in advance, without deduction or setoffs and without
prior demand therefor, on execution of this Lease.  Each subsequent
rental payment hereunder shall be paid on the 15th day of
December in each subsequent Lease Year.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              5.

            	
              Time and Place of
      Payment

            


    

     

    The
Tenant shall promptly pay all rentals and other charges and render all
statements herein prescribed at the office of the Landlord, or to such other
person or company, and at such other place, as shall be designated by the
Landlord in writing on or before each rental payment date.  Subject to
the provisions of Clause 34 hereof, any rental payment received by the Landlord
after five (5) working days from its due date [or of receipt of a General
Consumption Tax (“GCT”) invoice from the Landlord, if applicable] shall incur a
late charge equal to five percent (5%) of such payment to compensate the
Landlord for his administrative expenses in connection with such late payment.
If the Landlord shall pay any monies, or incur any expenses in correction of any
violation of any covenant or of any other obligation of the Tenant herein set
forth or implied herefrom, the amounts so paid or incurred shall, at the
Landlord's option and on notice to the Tenant, be considered additional rental
and payable by the Tenant, with the first installment of rental thereafter to
become due and payable, and may be collected or enforced as by law provided in
respect to rentals.

    


    
      	
              6.

            	
              General Consumption
      Tax or Other Tax

            


    

     

    The
Tenant shall also pay GCT, and all other tax which may in the future be imposed,
levied or assessed against the rent or any other charge or payment required
herein by the Government of Jamaica, unless the Tenant is exempt from GCT and
such other tax.  If applicable, the Tenant shall, upon presentation of
a GCT invoice by the Landlord, make the payment of GCT on a monthly basis,
concurrently with payment of the Base Rent.

    


    
      	
              7.

            	
              Possession of
      Farm

            


    

    


    The
Tenant shall occupy the Farm and shall continuously conduct the business stated
below on the Farm.

    


    
      	
              8.

            	
              Use of
      Farm

            


    

     

    
      	
              8.1

            	
              The
      Tenant will use and occupy the Farm only for the purposes of growing
      coffee, fruits and vegetables, raising bees and producing honey, and all
      activities related thereto, and for no other use and
      purpose.  In the event that the Tenant uses the Farm for
      purposes not expressly permitted herein, the Landlord may, in addition to
      all other remedies available to it, terminate this Lease or restrain said
      improper use by injunction.  The Tenant shall not perform any
      acts or carry on any practices which may damage the Land or be a nuisance
      which will result in the increase of fire and/or crop insurance
      premiums.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              8.2

            	
              Save
      as in pursuance of the permitted use specified in the previous paragraph
      of this Clause, the Tenant shall not store or bring upon the Farm any
      articles of an especially combustible, inflammable or dangerous nature,
      and not to do or permit or suffer to be done anything by reason whereof
      the present or any future policy of insurance against fire or crop loss in
      respect of the Farm may be rendered void or voidable, or whereby the rate
      of premium thereof may be
increased.

            


    

    


    
      	
              8.3

            	
              In
      the event the use set forth above shall at any time prior to or during the
      Term hereof, be prohibited by any law or regulation affecting the Farm,
      preventing the Tenant from operating its business on the Farm, the Tenant
      shall have the right to terminate this Lease upon sixty (60) days written
      notice to the Landlord, which termination shall be the sole remedy of the
      Tenant in the event of such
prohibition.

            


    

    


    
      	
              9.

            	
              Operation and
      Maintenance of Farm

            


    

    


    
      	
              9.1

            	
              The
      Tenant shall provide the machinery and equipment listed in Appendix A
      hereof, which are required to operate the Farm
  properly.

            


    

    


    
      	
              9.2

            	
              In
      order to operate the Farm efficiently and to maintain it in a high state
      of productivity, the Tenant agrees to provide the labour, which in its
      opinion, acting in good faith is necessary to maintain the Farm and it’s
      improvement during the Term hereof.

            


    

    


    
      	
              9.3

            	
              The
      Tenant shall pay all operating costs in respect of the Farm.  It
      is further agreed, understood and acknowledged that the Tenant has already
      expended the sum of J$3,065,945.64 or US$45,760.38 in respect of the Farm,
      the details of which are specified in Appendix
  B.

            


    

    


    
      	
              9.4

            	
              All
      coffee beans grown on the Farm during the term of this Lease shall be the
      sole property of the Tenant.

            


    

    


    
      	
              10.

            	
              Environmental Actions
      and Indemnification

            


    

     

    
      	
              10.1

            	
              The
      Tenant agrees not to store on the Farm, any hazardous materials or any
      type, as defined by any governmental agency, or any other toxic,
      corrosive, reactive, or ignitable material without first obtaining in each
      case all governmental approval and permits required for such
      storage.

            


    

    


    
      	
              10.2

            	
              The
      Tenant agrees not to generate hazardous
  effluents.

            


    

    


    
      	
              10.3

            	
              The
      Tenant agrees to allow reasonable access to facilities for monitoring of
      the above by the Landlord or representatives of the National Environment
      & Planning Agency (“NEPA”) to assure compliance with the above, as
      well as any other conditions relating to the use of the
      Farm.  The Tenant agrees that it will comply with all
      governmental requirements relating to public health and the
      environment.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              11.

            	
              Construction by the
      Tenant

            


    

    


    All
construction work done by the Tenant on the Farm and otherwise shall be
performed in a good and workmanlike manner, in compliance with all governmental
requirements.  Without limitation to the generality of the foregoing,
the Landlord shall have the right to require that such work be performed in
accordance with other reasonable rules and regulations which the Landlord may,
from time to time prescribe.  The Tenant agrees to indemnify the
Landlord and hold him harmless against any loss, liability or damage, resulting
from such work, and the Tenant shall, if requested by the Landlord, furnish a
bond or other security satisfactory to the Landlord, against any such loss,
liability or damage.  The Tenant shall be liable to the Landlord for
any damages resulting from labour disputes, strikes or demonstrations resulting
from the Tenant's construction or alteration work with the employment of
workers.

    


    
      	
              12.

            	
              Additions and
      Improvements by the Tenant

            


    

     

    All
additions and improvements made by the Tenant, or made by the Landlord on the
Tenant's behalf by agreement under this Lease, shall remain the property of the
Tenant for the term of this Lease, or any extension or renewal
thereof.  Such additions and improvements may be removed from the Farm
by the Tenant or its agents without prior consent from the
Landlord.  Provided however that the Tenant shall reinstate the Farm,
as far as is practicable, to the condition in which the property was on the
Commencement Date of this Lease.  Upon expiration of this Lease, or
any renewal term thereof, the Landlord shall have the option of requiring the
Tenant to remove all such additions and improvements, and restore the Farm as
provided in Clause 13 hereof.  If the Tenant fails to remove such
additions and improvements and restore the Farm, then such additions and
improvements shall become the property of the Landlord and in such event, should
the Landlord so elect, the Landlord may restore the property to its original
condition, as far as is practicable, for which cost, the Tenant shall be
responsible and shall pay promptly upon demand.

    


    
      	
              13.

            	
              Responsibilities of
      Tenant

            


    

     

    
      	
              13.1

            	
              The
      Tenant shall comply with the requirements of all laws, regulations or
      orders of all governmental authorities and will take good care of the
      Farm.

            


    

     

    
      	
              13.2

            	
              The
      Tenant shall conduct all farming operations in an efficient and husband
      like manner.  This includes, among other things, performing farm
      operations on time and following generally approved coffee, fruit,
      vegetable and honey production
      practices.

            


    

     

    
      	
              13.3

            	
              The
      Tenant shall use its reasonable and best efforts to control soil erosion
      according to an approved conservation plan, keep in good repair all
      terraces, open ditches, inlets, and outlets of tile drains, preserve, all
      established watercourses or ditches, including grass waterways, and
      refrain from any operation or practice that will injure such
      structures.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              13.4

            	
              At
      the expiration of the tenancy hereby created, the Tenant shall surrender
      the Farm in the same condition as the Farm was in upon delivery of
      possession under this Lease, as far as is practicable, and damage by
      unavoidable casualty excepted.  The Tenant shall remove all its
      machinery and equipment and any alterations or improvements which the
      Landlord requests to be removed before surrendering the property as
      aforesaid and shall repair any damage to the Farm caused
      thereby.  The Tenant's obligation to observe or perform this
      covenant shall survive the expiration or other termination of the term of
      the Lease.

            


    

     

    
      	
              13.5

            	
              The
      Tenant shall give immediate notice to the Landlord (and telephonic notice,
      where possible, in the case of an emergency) in case of flood, Acts of
      God, fire or accidents occurring on or to the
  Farm.

            


    

     

    
      	
              13.6

            	
              The
      Tenant shall pay the cost of water rates, electricity and telephone
      services supplied to the Farm and to make its own arrangements with the
      suppliers thereof.

            


    

     

    
      	
              13.7

            	
              The
      Tenant shall not obstruct any walkway, access to, or egress from the Farm
      or any part thereof, and shall dispose of all refuse by proper means to
      the satisfaction of the Landlord.

            


    

    


    
      	
              13.8

            	
              The
      Tenant shall be responsible for all property taxes payable in respect of
      the Land.

            


    

    


    
      	
              14.

            	
              Quiet
      Enjoyment

            


    

     

    Upon
payment by the Tenant of the rents herein provided, and upon the observance and
performance of all the covenants, terms and conditions on the Tenant's part to
be observed and performed, the Tenant shall peaceably and quietly hold and enjoy
the Farm for the term hereby demised without hindrance or interruption by the
Landlord or any other person or persons lawfully claiming by, through or under
the Landlord, subject, nevertheless, to the terms and conditions of this
Lease.

    


    
      	
              15.

            	
              Assignment and
      Subletting

            


    

     

    The
Tenant shall not assign or in any manner transfer, or grant or suffer any
encumbrance of the Tenant’s interest in this Lease, in whole or in part, nor
sublet all or any portion of the Farm, or grant a license, concession or other
right of occupancy of any portion of the Farm.

    


    
      	
              16.

            	
              Assignment by the
      Landlord

            


    

     

    In the
event of the transfer and assignment by the Landlord of his interest in this
Lease and/or Farm the transferee or assignee shall expressly assume the
Landlord's obligations under this Lease, and the Landlord shall thereby be
released from any further obligations thereunder, and the Tenant agrees to look
solely to such transferee or assignee for performance of such
obligations.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              17.

            	
              Waste or
      Nuisance

            


    

     

    The
Tenant shall not commit or suffer to be committed any waste upon the Farm or any
nuisance or other act or thing which may disturb the quiet enjoyment of
occupants of adjoining properties, or which may adversely affect the Landlord's
interest in the Farm or the Land.

    


    
      	
              18.

            	
              Government
      Regulations

            


    

     

    The
Tenant shall, at the Tenant's sole cost and expense, comply with all laws,
orders and regulations and other applicable requirements of all governmental
authorities, now in force, or which may hereafter be in force, pertaining to, or
affecting the Tenant’s use or occupancy of the Farm, and shall faithfully
observe in the use and occupancy of the Farm all statutes and regulations now in
force or which may hereafter be in force.  The Tenant shall indemnify
and save the Landlord harmless from all costs, losses, expenses or damages
resulting from the Tenant's failure to perform its obligations under this
Clause.

    


    
      19.          
Total
Condemnation

    

    


    If the
whole of the Farm shall be acquired or condemned by compulsory acquisition for
any public or quasi-public use or purpose, then the term of this Lease shall
cease and terminate as of the date of title vesting in any governmental
authority, and all rentals and other charges shall be paid up to that date and
the Tenant shall have no claim against the Landlord for the value of any
unexpired term of this Lease.

    


    
      	
              20.

            	
              Partial
      Condemnation

            


    

     

    If any
part of the Farm shall be acquired or condemned by compulsory acquisition for
any public or quasi-public use or purpose, and in the event that such partial
acquisition or condemnation shall, in the opinion of the Landlord and the
Tenant, render the Farm unsuitable for the business of the Tenant, then the
Landlord and the Tenant shall each have the right to terminate this Lease by
notice given to the other within sixty (60) days after the date of title vesting
in any governmental authority and the Tenant shall have no claim against the
Landlord for the value of any unexpired term of this Lease.  In the
event of a partial acquisition or condemnation which is not extensive enough to
render the Farm unsuitable for the business of the Tenant, then the Landlord
shall promptly restore the Farm (exclusive of the Tenant's machinery and
equipment) to a condition comparable to its condition at the time of such
condemnation; provided that the Landlord shall not in any event be required to
spend for such repair, restoration or alteration work an amount in excess of the
respective amounts received by the Landlord as damages for the acquisition of
such part of the Farm.  As used herein, the amount “received by the
Landlord” shall mean that portion of the award or damages in condemnation
received by the Landlord from the condemning authority which is free and clear
of all prior claims or collections by the holders of any mortgages or deeds of
trust, and this Lease shall continue in force and effect except that the fixed
minimum annual rent shall be reduced in proportion to the portion of the Farm
lost in the acquisition.  If more than twenty (20%) percent of the
arable area of the Farm shall be acquired as aforesaid (whether or not the Farm
shall be affected by the acquisition), the Landlord and the Tenant shall have
the right to terminate this Lease by notice given to the other within sixty (60)
days after the date of title vesting in any governmental authority and the
Tenant shall have no claim against the Landlord for the value of the unexpired
term of this Lease.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              21.

            	
              Landlord's
      Damages

            


    

     

    In the
event of any condemnation or taking as hereinabove provided, whether in whole or
partial, the Tenant shall not be entitled to any percentage of the award, as
damages or otherwise, for such condemnation and the Landlord is to receive the
full amount of such award, the Tenant hereby expressly waiving any right or
claim to any part thereof.

    


    
      	
              22.

            	
              Tenant's
      Damages

            


    

     

    Although
all damages in the event of any condemnation are to belong to the Landlord
whether such damages are awarded as compensation for diminution in value of the
leasehold or the fee of the Farm, the Tenant shall have the right to claim and
recover from the condemning authority, but not from the Landlord, such
compensation as may be separately awarded or recoverable by the Tenant in the
Tenant's own right on account of any damage to the Tenant's business by reason
of the condemnation and for or on account of any cost or loss to which the
Tenant might be put in removing the Tenant's machinery and equipment and
leasehold improvements.  Each party agrees to execute and deliver to
the other all instruments that may be required to effectuate the provisions of
Clause 21 and this Clause 22.

    


    
      	
              23.

            	
              Sale Under Threat of
      Condemnation

            


    

     

    A sale by
the Landlord to any authority having the power of compulsory acquisition, either
under threat of condemnation or while condemnation proceedings are pending,
shall be deemed an acquisition under the power of compulsory acquisition for all
purposes under Clauses 19 - 22.

    


    
      	
              24.

            	
              Events of
      Default

            


    

    


    Upon the
happening of one or more of the events as expressed below in (a) to (f),
inclusive (individually and collectively, “Events of Default”), the Landlord
shall have any and all rights and remedies hereinafter set
forth:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (a)

            	
              In
      the event the Tenant should fail to pay any rent or any other sums
      required to be paid hereunder, as and when the same becomes
      due.

            


    

     

    
      	
               
      

            	
              (b)

            	
              In
      the event a petition in bankruptcy (including bankruptcy proceedings or
      any other re-organisation proceedings) be filed by the Tenant, or be filed
      against the Tenant, and such petition is not dismissed within thirty (30)
      days from the filing thereof, or in the event the Tenant is adjudged
      bankrupt.

            


    

     

    
      	
               
      

            	
              (c)

            	
              In
      the event of an appointment by any court of a receiver or other court
      officer of the Tenant's property and such receivership is not dismissed
      within thirty (30) days from such
appointment.

            


    

     

    
      	
               
      

            	
              (d)

            	
              In
      the event an execution or other legal process is levied upon the machinery
      and equipment or other property of the Tenant brought on the Farm, or upon
      the interest of the Tenant in this Lease, and the same is not satisfied or
      dismissed within ten (10) days from this
levy.

            


    

     

    
      	
               
      

            	
              (e)

            	
              In
      the event the Tenant fails to keep, observe or perform any of the other
      terms, conditions or covenants on the part of the Tenant herein to be
      kept, observed and performed for more than thirty (30) days after written
      notice thereof is given by the Landlord to the Tenant specifying the
      nature of such default, or if the default so specified shall be of such a
      nature that the same cannot reasonably be cured or remedied within the
      said thirty (30) day period, if the Tenant shall not in good faith have
      commenced the curing or remedying of such default within such thirty (30)
      day period and shall not thereafter continuously and diligently proceed
      therewith to completion.

            


    

     

    
      	
               
      

            	
              (f)

            	
              In
      the event the Farm without the written consent of the Landlord, becomes
      vacant or be not used for a period of thirty (30) days or more or be used
      by any person or persons other than the Tenant or for any purpose not
      permitted hereunder the Landlord may at his option forthwith terminate
      this Lease by giving notice in writing to that effect to the Tenant and in
      the event of such termination, then all sums payable hereunder shall
      thereupon become immediately due and payable, and the Landlord may
      immediately re-enter and take possession of the
  Farm.

            


    

    


    25.           Remedies of
Landlord

    


    
      	
               
      

            	
              (a)

            	
              In
      the event that any monthly installment of rent or any other sum required
      to be paid hereunder or any part thereof shall remain unpaid for fifteen
      (15) days after becoming due, the Landlord shall have the immediate right
      to re-enter the Farm, or any part thereof and thereupon this Lease shall
      terminate but without prejudice to the right of action of the Landlord in
      respect of any breach of the Tenant’s covenants herein contained or
      implied.  The Landlord shall upon the exercise of such right of
      re-entry dispossess the Tenant and all other occupants therefrom and
      remove and dispose of all property therein in the manner provided in
      Subdivision (c) of this Clause, all without service of any notice of
      intention to re-enter and with or without resort to legal process (which
      the Tenant hereby expressly waives) and without the Landlord being deemed
      guilty of trespass or becoming liable for any loss or damage which may be
      occasioned thereby.  The Landlord shall also have the right, at
      the option of the Landlord, to terminate this Lease upon thirty (30) days
      written notice to the Tenant and to thereupon re-enter and take possession
      of the said Farm with legal process.  Nothing herein, however,
      shall be construed to require the Landlord to re-enter in any
      event.  The Landlord shall not, in any event, be required to pay
      the Tenant any surplus of any sums received by the Landlord on a
      re-letting of the said Farm in excess of the rent provided in this
      Lease.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (b)

            	
              The
      Landlord in addition to other rights and remedies he may have, shall have
      the right to remove all or any part of the Tenant's property from the Farm
      and any property removed may be stored in any public warehouse or
      elsewhere at the cost of, and for the account of the Tenant and the
      Landlord shall not be responsible for the care or safekeeping thereof, and
      the Tenant hereby waives any and all loss, destruction and/or damage or
      injury which may be occasioned by any of the aforesaid
    acts.

            


    

     

    
      	
               
      

            	
              (c)

            	
              No
      such re-entry or taking possession of the Farm by the Landlord shall be
      construed as an election on the Landlord's part to terminate this Lease
      unless a written notice of such intention is given to the
      Tenant.  Notwithstanding any such re-letting without
      termination, the Landlord may at all times hereafter, elect to terminate
      this Lease for such previous default or breach.  Any such
      re-entry shall be allowed by the Tenant without hindrance, and the
      Landlord shall not be liable in damages for any such re-entry, or guilty
      of trespass or forcible entry.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Any
      and all rights, remedies and options given in this Lease to the Landlord
      shall be cumulative and in addition to and without waiver of or in
      derogation of any right or remedy given to it under any law now or
      hereafter in effect.

            


    

    


    
      	
              26.

            	
              Waiver

            


    

     

    The
waiver by the Landlord of any breach of any term, condition or covenant herein
contained shall not be a waiver of such term, condition or covenant, or any
subsequent breach of the same or any other term, condition or covenant herein
contained.  The consent or approval by the Landlord to or of any act
by the Tenant requiring the Landlord's consent or approval shall not be deemed
to waive or render unnecessary the Landlord's consent to or approval of any
subsequent similar act by the Tenant.  No re-entry hereunder shall bar
the recovery of rents or damages for the breach of any of the terms, conditions
or covenants on the part of the Tenant herein contained.  The receipt
of rent after breach or condition broken, or delay on the part of the Landlord
to enforce any right hereunder, shall not be deemed a waiver of forfeiture, or a
waiver of the right of the Landlord to terminate this Lease or to re-enter the
Farm or to re-let same.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              27.

            	
              Right of
      Entry

            


    

     

    
      	
              27.1

            	
              Upon
      the Landlord giving the Tenant at least twenty-four (24) hours notice, the
      Tenant shall permit the Landlord and the Landlord's agents at all
      reasonable times to enter the Farm to: (i) examine the same, (ii) make
      such repairs, or alterations, improvements or additions as the Landlord
      may deem necessary or desirable, and (iii) do tilling, seeding,
      fertilizing, and any other customary seasonal work, none of which shall
      interfere with the Tenant use and enjoyment of the Farm or in carrying out
      its regular operations, and the Landlord shall be allowed to take all
      material into and upon the said Farm that may be required therefor without
      the same constituting an eviction of the Tenant in whole or in part and
      the rent reserved shall in no way abate while the said repairs,
      alterations, improvements or additions are being made unless the Tenant is
      prevented from operating on the Farm in whole or in part, in which event
      rent shall be proportionately abated during the said
      period.  Provided however, that in the event of an emergency or
      a natural disaster, the Tenant shall permit the Landlord and the
      Landlord's agents to immediately enter the Farm without notice to conduct
      such examination and make such repairs, or alterations, improvements or
      additions and to take all material into and upon the said Farm that may be
      required therefor.  In effecting such repairs, or alterations,
      improvements or additions the Landlord shall ensure that the Tenant’s
      business shall not be unreasonably disrupted and that the Tenant’s right
      of access for itself, its customers, invitees and suppliers shall not be
      adversely affected.  The Landlord shall make good all damage
      occasioned to the Tenant by such
entry.

            


    

    


    
      	
              27.2

            	
              During
      the six (6) months prior to the expiration of the term of this Lease or
      any renewal term, the Tenant shall permit the Landlord and the Landlord's
      agents at all reasonable times to show the Farm to prospective tenants or
      purchasers, and place upon the Farm the usual notices “For Rent” or “For
      Sale”, which notices the Tenant shall permit to remain thereon without
      interference.

            


    

    


    
      	
              28.

            	
              Loss and
      Damage

            


    

     

    The
Landlord shall not be responsible for any damage to property of the Tenant or of
others located on the Farm, nor for the loss of or damage to any property of the
Tenant or of others by theft or otherwise.  The Landlord shall not be
liable for any injury or damage to persons or property resulting from fire,
explosion, steam, gas, electricity, water, rain, or leaks from any part of the
Farm or from the pipes or plumbing works or from the street or subsurface or
from any other place or by dampness or by any other cause of whatsoever
nature.  The Landlord shall not be liable for any such damage caused
by other persons on the Farm, occupants of adjacent property, of the Farm, or
the public, or caused by operations in construction of any private, public or
quasi-public work.  All property of the Tenant kept or stored on the
Farm shall be so kept or stored at the risk of the Tenant only and the Tenant
shall hold the Landlord harmless from any and all claims arising out of damage
to same, including subrogation claims by the Tenant's insurance
company.

    


    
      	
              29.

            	
              Holding
      Over

            


    

     

    On the
last day of the term of this Lease, or upon any earlier termination of this
Lease, or upon re-entry by the Landlord upon the demised property, the Tenant
shall peaceably and without notice of any sort, quit and surrender the demised
property to the Landlord in good order, condition and repair.  The
Tenant specifically agrees that in the event the Tenant retains possession and
does not so quit and surrender the property to the Landlord, then the Tenant
shall pay to the Landlord (i) all damages that the Landlord may suffer on
account of the Tenant's failure to so surrender and quit the demised property,
and the Tenant will indemnify and save the Landlord harmless from and against
any and all claims made by any succeeding tenant of the demised property against
the Landlord on account of delay of the Landlord in delivering possession of the
demised property to the said succeeding tenant to the extent that such delay is
occasioned by the failure of the Tenant to so quit and surrender the said
property, and (ii) rent for each month or any applicable portion of a month of
such holding over at twice the amount payable for the month immediately
preceding the termination of this Lease, during the time the Tenant thus remains
in possession. The provisions of this paragraph do not waive any of the
Landlord's rights of re-entry or any other right under the terms of this
Lease.  If the Tenant shall fail to surrender the property as herein
provided, no new tenancy shall be created and the Tenant shall be guilty of
unlawful hold over.  No surrender of this Lease or of the property
shall be binding on the Landlord unless: (a) the Tenant physically vacates the
property; and (b) the Landlord specifically acknowledges and consents to the
surrender in writing.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              30.

            	
              Successors

            


    

     

    All
rights and liabilities herein given to, or imposed upon, the respective parties
hereto shall extend to and bind the several respective executors,
administrators, heirs, successors and permitted assigns of the said parties. No
rights, however, shall inure to the benefit of any assignee of the Tenant unless
the assignment to such assignee has been approved by the Landlord in writing as
provided in Clause 16.1 hereof.  Nothing contained in this Lease shall
in any manner restrict the Landlord's right to assign or encumber this Lease
and, in the event the Landlord sells or transfers its interest in the Land then
the purchaser or transferee shall purchase or acquire subject to this Lease and
shall assume the Landlord's obligation and covenants under this Lease, and the
Landlord shall thereupon be relieved of all further obligations hereunder. The
Landlord shall remain liable in respect of its obligations and covenants prior
to any assignment or encumbrance of this Lease, and any such assignment or
encumbrance will not affect or alter any of the Tenant’s rights or obligations
under this Lease.

    


    
      	
              31.

            	
              Extension
      Option

            


    

     

    The
Landlord grants to the Tenant the option of extending the term of this Lease for
three (3) further consecutive terms of five (5) years each from the expiration
of the initial term and thereafter from the expiration of the second and third
terms, provided:

    


    
      	
               
      

            	
              (a)

            	
              there
      shall not at the time of the exercise of such option be any existing
      breach of any of the covenants on the part of the
  Tenant;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      Tenant gives notice in writing to the Landlord at least six (6) months
      before the expiration of the initial term and the second and third terms,
      exercising this option; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      Tenant has achieved at least two (2) of the following targets at the time
      that the Tenant gives the notice in writing to the Landlord referred to in
      Subdivision (b) of this Clause: (i) not less than 80% of
      the Farm that is usable is operating at full capacity; (ii) the
      Tenant’s
      minimum share price is valued US$1.00 per unit; or (iii) the
      Tenant’s minimum yearly sales
      is not less than US$500,000.00.  The Tenant’s share price
      shall be calculated based on the 10-day average of the closing price of
      the Tenant’s common stock on the NASD Over-the-Counter Bulletin
      Board.

            


    

    


    In the
event that less
than 80% of
the Farm that is usable is not operating at full capacity by reason of
strikes, lockouts, labour troubles, inability to procure materials, failure of
power, restrictive governmental laws or regulations, riots, insurrection, war,
natural disasters or other reason of a like nature not the fault of the Tenant,
then the Tenant‘s failure to achieve that target shall be excused for the period
of any such event.

    


    The lease
provisions applicable to the extensions shall be the same as those applicable to
the initial term, with the exception of the present covenant for extension which
shall not apply to the fourth term.

    


    
      	
              32.

            	
              Force
      Majeure

            


    

     

    In the
event that either party hereto shall be delayed or hindered in or prevented from
the performance of any act required hereunder by reason of strikes, lockouts,
labour troubles, inability to procure materials, failure of power, restrictive
governmental laws or regulations, riots, insurrection, war, natural disasters or
other reason of a like nature not the fault of the party delayed in performing
work or doing acts required under the terms of this Lease, then performance of
such act shall be excused for the period of the delay and the period for the
performance of any such act shall be extended for a period of such
delay.

    


    
      	
              33.

            	
              Notices

            


    

     

    
      	
              33.1

            	
              Every
      notice or other communication under this Lease shall be in writing and may
      be delivered personally or by letter, facsimile transmission or e-mail
      dispatched to the Landlord or the Tenant, as the case may be, at the
      party’s respective address or facsimile number or to such other address or
      facsimile number as may be notified by ether party to the other party for
      such purpose.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              33.2

            	
              Every
      notice or other communication shall be deemed to have been received by the
      party to whom it is sent, if sent by post, seven (7) days after posting
      and, if delivered personally or sent by facsimile transmission or e-mail,
      at the time of delivery or dispatch if same occurs during normal business
      hours on a business day but, otherwise at the opening of business on the
      next succeeding business day.

            


    

    


    
      	
              34.

            	
              Amendment

            


    

     

    This
Lease may only be amended by a written instrument executed by the
parties.  This Lease cannot be changed orally.

    


    
      	
              35.

            	
              Captions, Headings and
      Clause Numbers

            


    

     

    The
captions, headings and clause numbers appearing in this Lease are inserted only
as a matter of convenience and in no way define, limit, construe, or interpret
the scope or intent of such clauses of this Lease, nor in any way affect this
Lease.

    


    
      	
              36.

            	
              Partial
      Invalidity

            


    

     

    If any
term, covenant or condition of this Lease or the application thereof to any
person or circumstances shall, to any extent, be held invalid or unenforceable,
the remainder of this Lease, or the application of such term, covenant or
condition to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby and each term, covenant
or condition of this Lease shall be valid and be enforced to the fullest extent
permitted by law.

    


    
      	
              37.

            	
              Effectiveness of
      Lease

            


    

     

    The
submission of this Lease for review does not constitute a reservation of or
option for the Farm and this Lease becomes effective as a lease only upon
execution and delivery thereof by the Landlord to the Tenant, and the receipt of
the first month's rent, and if paid by check, subject to clearance of such
check.

    


    
      	
              38.

            	
              Non-Registration

            


    

     

    This
Lease shall not be registered on the Certificates of Title for the Land but the
Tenant may if it so desires to protect its interest under this Lease (at its own
cost and expense) lodge a caveat at the office of the Registrar of
Titles.

    


    
      	
              39.

            	
              Time of the
      Essence

            


    

     

    Time is
of the essence of this Lease and each and all of its provisions in which
performance is a factor.

    


    
      	
              40.

            	
              Cumulative
      Remedies

            


    

     

    No remedy
or election hereunder shall be deemed exclusive but shall, wherever possible, be
cumulative with all other remedies at law or in equity.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              41.

            	
              Stamp
      Duty

            


    

     

    The Stamp
Duty payable with respect to this Lease and on the counterpart thereof shall be
borne equally by the Landlord and the Tenant.  The Tenant shall pay to
the Landlord on demand the Tenant’s said one half (1⁄2) costs.

    


    
      	
              42.

            	
              Counterparts

            


    

     

    This
Lease may be executed in multiple copies, each of which shall be deemed an
original, and all of such copies shall together constitute one and the same
instrument.

    


    
      	
              43.

            	
              Acceptance of Funds by
      Landlord

            


    

     

    No
receipt of money by the Landlord from the Tenant after the termination of this
Lease or after the service of any notice or after the commencement of any suit,
or after final judgment for possession of the Farm shall reinstate, continue or
extend the term of this Lease or affect any such notice, demand or
suit.

    


    
      	
              44.

            	
              Entire
      Agreement

            


    

     

    This
Lease sets forth all covenants, promises, agreements, conditions and
understandings between the Landlord and the Tenant concerning the Farm and there
are no covenants, promises, conditions or understandings, either oral or
written, between them other than are herein set forth.  No provision
of this Lease may be amended or added to except by an agreement in writing
signed by the parties hereto or their respective successors in
interest.

    


    
      	
              45.

            	
              Appendices

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    This
Lease is subject to the provisions set forth in the Appendices hereto and these
Appendices shall be read and construed as a part of this Lease.

    


     

    IN
WITNESS WHEREOF the parties have hereunto set their hands and affixed their
seals the day and year hereinbefore written.

     

    
      	 
      	 
      
	
              ________________________

            	
              ________________________

            
	
              ROHAN
      MARLEY

            	
              WITNESS

            
	
              MARLEY
      COFFEE, INC.

            	 
      
	 
      	 
      
	
              By:
      ________________________

            	
              ________________________

            
	
              Name:

            	
              WITNESS

            
	
              Title:

            	 
      


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Appendix
A

     

    


     

    
      
        	
                1.

              	
                2
      weed whackers (Approx.
USD$678.00)

              


      

    

    
      
        	
                2.

              	
                12
      machetes (J$6,000.00)

              


      

    

    
      
        	
                3.

              	
                20
      Gallons of gas (lasts three months,
J$6,000.00)

              


      

    

    
      
        	
                4.

              	
                20
      gallons of oil (lasts six weeks,
J$3,500.00)

              


      

    

    
      
        	
                5.

              	
                4
      Weed Whacker Cords (lasts six weeks,
J$8,000.00)

              


      

    

    
      
        	
                6.

              	
                1
      Gas Container to hold 20 gallons gas
(J$500.00)

              


      

    

    
      
        	
                7.

              	
                6
      Weed Whacker Heads (USD$8,400.00, lasts one
  year)

              


      

    

    
      
        	
                8.

              	
                4
      Water Catchment Drums
(J$2,000.00)

              


      

    

    
      
        	
                9.

              	
                5
      Watering Buckets (J$500.00)

              


      

    

    
      	
              10.

            	
              2
      Water Boots (J$3,400.00)

            


    

    
      	
              11.

            	
              1
      Package of Nose Masks (J$100.00)

            


    

    
      	
              12.

            	
              6
      Pairs Pruning Shears (J$9,000.00)

            


    

    
      	
              13.

            	
              1
      First Aid Kit (J$2,000.00)

            


    

    
      	
              14.

            	
              4
      Hand Saws (J$10,000.00)

            


    

    
      	
              15.

            	
              6
      Composition Books (J$600.00)

            


    

    
      	
              16.

            	
              216
      Coffee Borer Traps (USD $1,500.00, lasts one
  year)

            


    

    
      	
              17.

            	
              10
      gallons Neem (USD$890.00 lasts one
year)

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Appendix
B

     

    
      
        	
                Date

              	
                Item

              	
                Expenditure

              	
                JA
      $

              	
                US
      $

              
	
                3Nov07

              	
                Fuel

              	
                $2,000.00

              	 
      	 
      
	
                3Nov07

              	
                Seedlings

              	
                $3,000.00

              	 
      	 
      
	
                3Nov07

              	
                Seedlings

              	
                $6,000.00

              	 
      	 
      
	
                21Nov07

              	
                Fuel

              	
                $4,000.00

              	 
      	 
      
	
                21Nov07

              	
                Seedlings

              	
                $21,500.00

              	 
      	 
      
	
                24Nov07

              	
                Seedlings

              	
                $30,000.00

              	 
      	 
      
	
                29Nov07

              	
                Fuel

              	
                $1,700.00

              	 
      	 
      
	
                30Nov07

              	
                Payroll

              	
                $130,000.00

              	 
      	 
      
	
                7Dec07

              	
                Fuel

              	
                $5,000.00

              	 
      	 
      
	
                13Dec07

              	
                Fuel

              	
                $3,000.00

              	 
      	 
      
	
                13Dec07

              	
                Seedlings

              	
                $15,000.00

              	 
      	 
      
	
                14Dec07

              	
                Payroll

              	
                $139,000.00

              	 
      	 
      
	
                21Dec07

              	
                Payroll

              	
                $94,000.00

              	 
      	 
      
	
                5Jan08

              	
                Fuel

              	
                $3,000.00

              	 
      	 
      
	
                9Jan08

              	
                Payroll

              	
                $127,000.00

              	 
      	 
      
	
                10Jan08

              	
                Fuel

              	
                $4,000.00

              	 
      	 
      
	
                10Jan08

              	
                Seedlings

              	
                $15,000.00

              	 
      	 
      
	
                10Jan08

              	
                Tools

              	
                $6,574.00

              	 
      	 
      
	
                10Jan08

              	
                Rent

              	
                $3,000.00

              	 
      	 
      
	
                21Jan08

              	
                Vehicle
      servicing

              	
                $1,500.00

              	 
      	 
      
	
                25Jan08

              	
                Fuel

              	
                $2,000.00

              	 
      	 
      
	
                25Jan08

              	
                Transfer
      to Audley Shakespear

              	
                $41,330.00

              	 
      	 
      
	
                25Jan08

              	
                Fuel

              	
                $3,000.00

              	 
      	 
      
	
                25Jan08

              	
                Payroll

              	
                $137,000.00

              	 
      	 
      
	
                31Jan08

              	
                Plantain
      suckers

              	
                $2,000.00

              	 
      	 
      
	
                31Jan08

              	
                Seeds

              	
                $415.00

              	 
      	 
      
	
                31Jan08

              	
                Tools

              	
                $1,065.00

              	 
      	 
      
	
                4Feb08

              	
                Fuel

              	
                $2,000.00

              	 
      	 
      
	
                4Feb08

              	
                Brocap
      Trap

              	
                $32,895.00

              	 
      	 
      
	
                5Feb08

              	
                Seedlings

              	
                $8,000.00

              	 
      	 
      
	
                5Feb08

              	
                Fuel

              	
                $4,000.00

              	 
      	 
      
	
                5Feb08

              	
                Traffic
      Fine

              	
                $800.00

              	 
      	 
      
	
                8Feb08

              	
                Payroll

              	
                $154,000.00

              	 
      	 
      
	
                10Feb08

              	
                Rent

              	
                $3,000.00

              	 
      	 
      
	
                19Feb08

              	
                Fuel

              	
                $3,760.00

              	 
      	 
      
	
                22Feb08

              	
                Payroll

              	
                $154,000.00

              	 
      	 
      
	
                7Mar08

              	
                Payroll

              	
                $154,000.00

              	 
      	 
      
	
                10Mar08

              	
                Rent

              	
                $3,000.00

              	 
      	 
      
	
                19Mar08

              	
                Vehicle
      servicing

              	
                $760.00

              	 
      	 
      
	
                19Mar08

              	
                Tools

              	
                $7,034.00

              	 
      	 
      
	
                21Mar08

              	
                Payroll

              	
                $157,500.00

              	 
      	 
      
	
                27Mar08

              	
                Tools

              	
                $2,097.00

              	 
      	 
      
	
                4Apr08

              	
                Payroll

              	
                $145,000.00

              	 
      	 
      
	
                9Apr08

              	
                Fuel

              	
                $3,620.00

              	 
      	 
      
	
                18Apr08

              	
                Rent

              	
                $3,000.00

              	 
      	 
      
	
                18Apr08

              	
                Payroll

              	
                $154,000.00

              	 
      	 
      
	
                23Apr08

              	
                Fuel

              	
                $130.00

              	 
      	 
      
	
                23Apr08

              	
                Nails

              	
                $420.00

              	 
      	 
      
	
                23Apr08

              	
                Saw
      File

              	
                $160.00

              	 
      	 
      
	 
      	
                Tools

              	
                $815.00

              	 
      	 
      
	 
      	
                Tools

              	
                $180.00

              	 
      	 
      
	 
      	
                Tools

              	
                $2,840.00

              	 
      	 
      
	 
      	
                Tools

              	
                $4,180.00

              	 
      	 
      
	
                Sub-Total

              	 
      	 
      	
                $1,802,275.00

              	
                $26,899.63

              
	 
      	 
      	 
      	 
      	 
      
	
                18Feb08

              	
                Rover
      licencing & fitness

              	
                $10,000.00

              	 
      	 
      
	
                18Feb08

              	
                Fuel
      for Rover

              	
                $4,000.00

              	 
      	 
      
	
                18Feb08

              	
                Travel
      expense for Cornbread

              	
                $1,500.00

              	 
      	 
      
	
                9Apr08

              	
                Payment
      for Farm Assessment

              	
                $37,010.41

              	 
      	 
      
	
                29Apr08

              	
                Soil
      Samples

              	
                $6,250.00

              	 
      	 
      
	
                7May08

              	
                Farm
      payroll (for fortnight ending May 2, 2008)

              	
                $154,000.00

              	 
      	 
      
	
                7May08

              	
                Petty
      cash for Farm

              	
                $10,000.00

              	 
      	 
      
	
                7May08

              	
                Salary
      for farm manager (April 2 weeks)

              	
                $39,675.00

              	 
      	 
      
	
                16May08

              	
                Organic
      trainer's expense

              	
                $5,500.00

              	 
      	 
      
	
                18May08

              	
                Salary
      for farm staff

              	
                $115,300.00

              	 
      	 
      
	
                30May08

              	
                Salary
      for farm staff

              	
                $136,500.00

              	 
      	 
      
	
                30May08

              	
                Salary
      for farm manager (May)

              	
                $79,350.00

              	 
      	 
      
	
                6Jun08

              	
                Purchase
      of 2 saw chains & 2 Bars

              	
                $18,350.00

              	 
      	 
      
	
                16Jun08

              	
                Farm
      payroll (for fortnight ending June 13, 2008)

              	
                $136,000.00

              	 
      	 
      
	
                20Jun08

              	
                Fuel
      for chain saw

              	
                $2,500.00

              	 
      	 
      
	
                20Jun08

              	
                Weed
      whacker cord

              	
                $2,508.00

              	 
      	 
      
	
                24Jun08

              	
                PACT
      Distributors (Farm supplies)

              	
                $113,110.68

              	 
      	 
      
	
                24Jun08

              	
                Vehicle
      servicing

              	
                $250.00

              	 
      	 
      
	
                3Jul08

              	
                PACT
      Distributors (Farm supplies)

              	
                $15,284.37

              	 
      	 
      
	
                4Jul08

              	
                New
      Budget Hardware & Supplies (farm tool)

              	
                $1,456.88

              	 
      	 
      
	
                4Jul08

              	
                Delta
      Supply Co. Ltd (Farm supplies)

              	
                $35,905.30

              	 
      	 
      
	
                4Jul08

              	
                Farm
      Payroll (Period June 1627)

              	
                $116,300.00

              	 
      	 
      
	
                4Jul08

              	
                Salary
      for farm manager (June)

              	
                $79,350.00

              	 
      	 
      
	
                9Jul08

              	
                Garbage
      bag

              	
                $170.00

              	 
      	 
      
	
                9Jul08

              	
                Coir
      dust

              	
                $2,400.00

              	 
      	 
      
	
                18Jul08

              	
                Farm
      Payroll (Period June 30 July 11)

              	
                $137,000.00

              	 
      	 
      
	
                18Jul08

              	
                Farm
      petty cash

              	
                $4,000.00

              	 
      	 
      
	
                Sub-Total

              	 
      	 
      	
                $1,263,670.64

              	
                $18,860.76

              
	
                Grand
      Total

              	 
      	 
      	
                $3,065,945.64

              	
                $45,760.38

              


      

    

    


    The first
sub-total reflects the expenditures before the account was handled by the
Tenant’s corporate office.  The second sub-total reflects the
expenditures posted by the Tenant’s corporate office.  The grand total
shows the sum of both sub-totals, along with the US$ equivalent.