Sunset Suits Holdings, Inc.: Exhibit 10.15 - Prepared by TNT Filings Inc.




  




Exhibit 10.15 

(ENGLISH TRANSLATION) 

LEASE AGREEMENT 

FOR COMMERCIAL PREMISES 


concluded on 9 January 2008 in Poznań


between: 

Fashion Service Sp. z o.o. with its registered office in
Poznań, at 57 Garbary St., 61-758
Poznań, entered in the Register of
Entrepreneurs of the National Court Register by the District Court for Poznań
– Nowe Miasto and Wild in Poznań, Commercial Division VIII of the
National Court Register, under number KRS 0000294354, tax number NIP 7781450551,
share capital PLN 1,001,000.00 

represented by: 

1. President of the Management Board, Mirosław Kranik, 

(the "LESSOR") 

and 

Sunset Suits S.A. with its registered office in Poznań, at 57 Garbary St., 61-758
Poznań, entered in the District Court for Poznań 
– Nowe Miasto and Wild in Poznań, Commercial Division VIII of the
National Court Register, under number KRS 0000265620, tax number NIP
778-143-92-59, share capital PLN 60,120,000.00, paid-in share capital PLN
60,070,000.00 

represented by: 

1. President of the Management Board, Bogdan Zegar, 2.
Vice-President of the Management Board, Robert Warnecki, 

(the "LESSEE"). 




 


SUBJECT OF AGREEMENT 

§1 


1.     The Lessor declares that it is the
owner of land with a building erected thereon located in Krzyżanowo, Śrem 63-100, plot no. 21/14,
for which the District Court in Śrem maintains Land Register No. KW 31614,
acquired under the articles of association of a limited-liability company –
notary deed of 29 November 2007 (file no. Rep. A/19359/2007), an agreement on
transfer of title to real estate – notary deed of 9 January 2008 (file no. Rep.
A/253/2008) and a power of attorney – notary deed of 9 January 2008 (file no.
Rep. A/250/2008), which are an integral part of this agreement. 

2.     A transcript from Land Register
No. KW 31614 is annexed hereto as Appendix 1 to the agreement. 


§2 


1.     The Lessor provides for use 10
commercial premises of total area 1120 sq m, located in the building on the real
estate referred to in §1 of the agreement, and the Lessee accepts lease of such
premises. 

2.     The Lessee shall use the leased
premises for purposes related to the economic activity conducted by the Lessee,
excluding residential functions. 


§3 


A detailed list, the technical condition, and the furnishing
of the commercial premises referred to in §2 which are the subject of lease
shall be confirmed in a protocol of delivery and acceptance prepared by the
parties immediately following signing of this agreement, but no later than
within 7 days, which shall constitute Appendix 2 to this agreement. 


§4 


The agreement is concluded for an indefinite period beginning
9 January 2008. 

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LESSEE’S RIGHTS AND OBLIGATIONS 

§5 


1.     The Lessee undertakes to use the premises referred
to in §2 of the agreement for their designated purpose, observing work health
and safety and fire control regulations. 

2.     The Lessee undertakes to make current minor
repairs to the leased premises at its own cost in order to maintain the premises
in an undeteriorated condition. 

3.     The Lessee has the right to make improvements,
upon consent and within the scope as agreed with the Lessor in writing in each
instance. 

4.     Without the Lessor’s consent, the Lessee shall not
change the designated use of the premises and more specifically shall not make
any conversion of the premises or other alterations or adaptations. 

5.     The Lessee is not authorized to sublease the
premises or provide them to third parties for use free of charge without the
Lessor’s consent. 


LESSOR’S RIGHTS AND OBLIGATIONS 

§6 


1.     The Lessor undertakes to deliver
the premises referred to in §2 of the agreement to the Lessee in a condition fit
for the agreed use and to maintain the premises in such condition for the entire
duration of the agreement. 

2.     The Lessor undertakes to cure defects in the
premises immediately, at its own cost, if such defects prevent the use of the
premises in accordance with the agreement. 

3.     The Lessor shall provide the
Lessee access to sanitary facilities located on the same floor of the building
as well as a telephone line and a supply of electricity to the leased premises.


4.     The Lessor has the
right to inspect the premises with the participation of the Lessee. The Lessee
undertakes to make the premises accessible for inspection by a person designated
by the Lessor after 7 days’ prior notice to the Lessee of the scheduling of the
inspection. 


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RENT AND OTHER CHARGES 

§7 


1.     The Lessee undertakes to pay rent to the Lessor,
pursuant to a VAT invoice received, in the amount of PLN 7,000.00 + VAT, by the
10th day of each month. 

2.     Rent may be adjusted no more
frequently than at the end of each calendar year in the form of an annex to this
agreement, specifically because of an increase in the market value of the
premises. 

3.     The Lessee shall be charged other
fees connected with use of the premises pursuant to an invoice issued to the
Lessee, specifically costs of electricity, water, heating and telephone charges,
according to actual use. The Lessee shall install necessary meters at its own
cost. 

4.     The rates for the additional fees referred to in
par. 3 shall be subject to change in accordance with changes introduced by
suppliers and shall apply upon introduction thereof. 

5.     Statutory interest shall be assessed for each day
of delay in payment of rent or other fees charged to the sublessee [sic]. 


TERMINATION OF AGREEMENT 

§8 


1.     The Lessor shall have the right to terminate the
agreement effective immediately, without observing a period of prior notice, in
the event of: 

        - delay by the Lessee in payment
of rent for two successive payment periods despite the Lessor’s providing the
Lessee an additional period of one month to pay the overdue rent, 

        - sublease of the premises or
providing them to third parties for use free of charge, without the Lessor’s
consent, 

        - use of the premises in a manner
that is in violation of the agreement or the designated use. 

2.     In the event of termination of the
lease agreement, the Lessee shall be required to turn the premises over
immediately in an undeteriorated condition. The Lessee shall not be liable for
wear and tear of items resulting from proper use. 

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CONCLUDING PROVISIONS 

§9 


1.     Any amendments to this agreement
shall be in writing or shall be invalid. 

2.     The Civil Code shall apply to
matters not governed by this agreement. 

3.     Any disputes involving performance
of the agreement shall be resolved by the common court in Poznań. 

4.     All appendices constitute an
integral part of this agreement. 

5.     The costs of concluding this
agreement shall be borne by the Lessee. 

    The agreement is made in two identical
counterparts, one for the Lessee and one for the Lessor. 

    The agreement was read out, mutually
accepted and signed. 


	
    LESSOR:
	
    LESSEE:

	 	 
	(Mirosław Kranik,	(Bogdan Zegar,
	President of Management Board)	President of Management Board)
	 	 
	 	(Robert Warnecki, Vice-President
	 	of Management Board)


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