ex10-2.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.2

    


    SUBLEASE
AGREEMENT

    


    THIS SUBLEASE AGREEMENT (this
"Agreement") is dated to be effective as of the 11th day of APRIL 2008, and is
made and entered by and among AMARIS DEVELOPMENT LC the ("Landlord"), SILVER
STAR ENDEAVORS, LLC ("Sublandlord") and SILVER STAR CAPITAL HOLDINGS, INC.
("Subtenant").

    


    INTRODUCTORY
PROVISIONS

    


    The
following form the basis of and are a part of this Agreement:

    


    
      	
              A.

            	
              AMARIS
      DEVELOPMENT LC as Landlord, and SILVER STAR ENDEAVORS, LLC, as
      Sublandlord, entered into an Agreement of Lease dated July 1st, 2004,
      ("Lease"), a copy of which is attached hereto as Exhibit "A" and made a
      part hereof for all purposes.

            


    

    


    
      	
              B.

            	
              The
      Lease covers certain demised premises (the “Premises") comprising
      approximately 4,500 square feet known as 116 South Orange Avenue, Orlando,
      Florida 32801.

            


    

    


    
      	
              C.

            	
              Subject
      to the terms and provisions of this Agreement, Sublandlord desires to
      sublet to Subtenant, in accordance with the term of this Agreement,
      approximately 2,000 square feet of the Premises ("Subleased Premises"),
      the Subleased Premises being more particularly described by drawing on
      Exhibit "B" attached hereto and made a part hereof for all purposes, and
      the leasehold interest with respect to the Subleased Premises being
      hereinafter referred to as the "Subleased Leasehold"; and Sublessee
      desires to assume all of Sublessor's obligations with respect to the
      Subleased leasehold for the Sublease Term.  The Subleased
      Leasehold, together with all of Sublessor's interest in and to the
      Subleased Premises, are collectively referred to herein as the
      "Subleasehold Estate."

            


    

    


    NOW, THEREFORE, for the mutual
covenants contained herein and other good and valuable considerations, the
receipt and sufficiency of which are hereby acknowledged, Landlord, Sublandlord
and Subtenant hereby agree as follows:

    


    AGREEMENTS

    


    
      	
              I.

            	
              Grant
      and Assumption of Subleasehold Estate.  As of and
      from  the commencement of the Sublease Term, Sublandlord hereby
      sublets to Subtenant, and Subtenant hereby sublets from Sublandlord, the
      Subleasehold Estate, subject to the terms and provisions contained herein,
      and Subtenant assumes all of the obligations as tenant under the Lease
      with respect to the Subleasehold Estate and agrees to perform and comply
      with the terms and provisions of the Lease as tenant with respect to the
      Subleasehold Estate to be performed and complied with by the tenant under
      the Lease, subject to the provisions of this
  Agreement.

            


    

    


    
      	
              2.

            	
              Rental.
      The obligations of Subtenant to consideration set forth in section 3 by
      the
      tenant  to  Sublandlord  under  the  Lease  attributable  to  the  Subleased  Premises  (collectively
      referred  to  as  "Rental")  shall  run  solely  to  Sublandlord  and  Subtenant  agrees  to  pay  to
      Sublandlord, in accordance with the payment set below. Subtenant's
      obligation to pay Rental is
      an  independent  obligation  and  not  subject  to  any  offset  or  defense  on  account  of  any
      act  of Landlord or Sublandlord. In the event of a failure by
      Subtenant to pay the transfer of shares as consideration for the Rental as
      provided herein in accordance with the terms of this Agreement,
      Sublandlord,  in  addition  to  any  rights  and  remedies  which  arise
      at  law  or in  equity, shall  be
      entitled  to exercise any and all of the rights
      and  remedies that would be available to Landlord under the
      Lease in the event of a similar failure by Sublandlord and specified in
      paragraph 19.

            


    

    


    
      	
              3.

            	
              Rent
      Schedule.

            


    

    


    Rent:

    


    Year One:
Subtenant shall remit to Sublandlord 2,000,000 shares to be paid on or before
April 14, 2008 to Sublandlord’s subsidiary company “PROVINCIAL VENTURES LLC”
delivered in certificate form. Such shares must be valid certificates of SILVER
STAR CAPITAL HOLDINGS, INC. and will be considered fully tendered when
Sublandlord receives the 2,000,000 shares from the Subtenant’s transfer agent
First American Stock Transfer in Phoenix, Arizona. Sublandlord will register the
Initial Statement of Beneficial Ownership of Securities with EDGAR and Subtenant
will provide assistance and guidance in doing such.  No rent shall be
due until one year from the date of receipt of stock certificates. Stock
certificates are expected by April 14th.  Subtenant may then proceed
to build out and obtain its certificate of occupancy as provided in Section 7.
The valuation of the one-year lease as consideration is as follows.

    


    Year
rent: $48,000.00

    Deposit:
$10,000.00

    Build out
not to exceed: $30,000.00

    


    Landlord
and Sublandlord acknowledge and agree that upon payment by Subtenant as set
forth in the first paragraph, Subtenant will have paid all Rentals due under
this Section.

    


    
      	
              4.

            	
              Renewal
      Options. Subtenant shall have the right to exercise one one-year renewal
      option at the end of lease term. Said option must be exercised by written
      notice not less than 120 days prior to the expiration of the then current
      lease term. Should Subtenant exercise such option, rental rates shall
      reflect the following: Subtenant shall remit to Sublandlord $4,000.00 to
      be paid on or before the first day of each month beginning April
      14,2009.  The Sublandlord  agrees that the foregoing
      renewal option is independent of Sublandlord’s obligations to Landlord and
      specifically granting this renewal option to Subtenant if the following
      conditions are met:

            


    

    


    SILVER
STAR CAPITAL HOLDINGS, INC. is:

    


    
      	
               
      

            	
              a)

            	
              A
      registered corporation and actively trading with
  volume

            


    

    
      	
               
      

            	
              b)

            	
              Subtenant
      is a fully reporting corporation to the SEC and is current in its
      reports

            


    

    
      	
               
      

            	
              c)

            	
              All
      above consideration has been met and no terms of this lease have been
      defaulted

            


    

    
      	
               
      

            	
              d)

            	
              The
      primary operations of the leasehold premises are for SSTA
      operations

            


    

    


    
      	
              5.

            	
              Use
      of Premises. Subtenant may use the Premises for the following purposes:
      the operations of SSTA as a publicly traded company, and the predominate
      activities needed to execute SSTA
      business.  By  execution of
      this  document  by  Sublandlord  and  Subtenant,
      they hereby amend and control  the
      original  provision  stated
      in  paragraph  6 of  the  Exhibit
      A.    This amendment hereby narrows the permitted
      use.

            


    

    


    
      	
              6.

            	
              Sublease
      Term. The term of this Agreement shall be the period commencing on
      April  14th,  2008  and  ending  on  April  13th,  2009  (the  "Sublease  Term").  The  actual  lease
      commencement  date  shall  occur  on  the  first  day  after  receipt  of  stock  certificates  to
      Sublandlord’s subsidiary company “PROVINCIAL VENTURES LLC” in certificate
      form. Lease is considered fully executed and paid when valid stock
      certificates are delivered to Sublandlord and the shares are registered on
      Edgar. The certificate of occupancy and the initial lease term shall end
      exactly 12 months after the lease commencement date.  It is
      understood that while Sublandlord is building out the space the lease will
      still run concurrently for Sublandlord will be allowing Subtenant use of
      its adjacent leasehold.  This shall continue for an estimated
      three months and is not limited to longer, if
  needed.

            


    

    


    
      	
              7.

            	
              Operating
      Expenses.  Subtenant  shall  be  responsible  for  all  utility  expenses
      including  any  deposits  owed  to
      the  respective  utility  companies
      for  the  Subleased  Premises.
      Sublandlord  represents  that  the  Subleased  Premises  are  separately  metered  for  all  utilities.  Subtenant  shall  also  be  responsible  for  all  other  expenses  related  to  the  operation  of  the
      business,  including  but  not  limited  to  janitorial,  cleaning  and  trash  removal,  excluding
      maintenance of alley and entrance

            


    

    


    
      	
              8.

            	
              Terms
      of Lease Binding on Sublease.  Except  as  specifically  set  forth  in  this
      Agreement to the contrary, the rights and obligations
      of  Sublandlord and  Subtenant under this Agreement
      shall be determined by the rights and obligations of the Landlord and
      Tenant under the Lease, the terms of which Lease are hereby incorporated
      herein by reference as if set forth herein in their  entirety;
      and for purposes of incorporating
      such  terms  into  this
      Agreement,  the
      terms  "Landlord”  or  “Lessor"  shall  mean  and  refer  to  Sublandlord,  the  terms  "Tenant”  or
      “Lessee" shall mean and refer to Subtenant, the term “Demised Premises”
      shall mean and refer
      to  the  Subleased  Premises  and  the  term  “Lease  Agreement”  shall  mean  and  refer  to  this
      Agreement.  In the event of any conflict between the Lease and
      this Agreement, the provisions of this Agreement will
    prevail.

            


    

    


    
      	
              9.

            	
              Indemnity.

            


    

    


    
      	
               
      

            	
              A.

            	
              Subtenant  agrees  to  hold  Sublandlord  and  Landlord  harmless  and  to
      indemnify Sublandlord and Landlord from and against all liability, loss,
      cost, expense or damage (including  reasonable
      attorneys’  fees  and  court  costs)  which  Sublandlord  and  Landlord  incur
      with  respect  to  the  Subleased  Premises  arising  from  or  in  connection  with  (i)  Subtenant’s
      occupancy of  the Subleased  Premises; (ii) the
      negligence  or misconduct of  Subtenant  or
      any Person acting at the instance of Subtenant; or (iii) any breach or
      default in the performance of any obligation to be performed by Subtenant
      under the terms of this Agreement.

            


    

    


    
      	
               
      

            	
              B.

            	
              Sublandlord  agrees  to  hold  Subtenant  harmless  and  to  indemnify
      Subtenant  from  and  against  all  liability,  loss,  cost,  expense  or
      damage  (including  reasonable attorneys’ fees and
      court costs) which Subtenant incurs  with respect to the Demised
      Premises arising from or  in connection with (i) Subtenant’s
      occupancy of the Demised Premises; (ii)  the
      negligence  or  misconduct of Sublandlord
      or  Landlord  or
      any  person  acting  at the
      instance  of Sublandlord or Landlord; or (iii) any breach or
      default in the performance of any obligation to be performed by
      Sublandlord or Landlord under the terms of this Agreement or the
      Lease.

            


    

    


    
      	
              10.

            	
              Permitted
      Exceptions.  This  sublease,  assignment  and  conveyance  is  made
      subject to any
      and  all  matters  whether  of
      record  or not, which affect or relate to the Sublease Estate
      and  any and all  facts or circumstances which a
      detailed and thorough inspection of the Subleased Premises and the
      Building would reveal.

            


    

    


    
      	
              11.

            	
              Acceptance
      of Subleased
      Premises.    By  acceptance  of  this  Agreement,
      Subtenant  acknowledges  that  Sublandlord  has  not  made  and  does  not  hereby  make  any
      express  or  implied  representations  or  warranties  whatsoever  with  respect  to  the  conditions
      thereof, including without limitation any representation or warranty
      regarding merchantability or
      fitness  for  any  purpose,  and  Sublessee  accepts  the  Subleased  Premises  and  Subleasehold
      Estate “AS
      IS."   Notwithstanding the foregoing, Sublandlord
      represents and warrants that the air conditioning unit, electrical outlets
      and wiring are in good operating condition and repair.  In
      addition,  the  Subtenant  has  the  right  to  have  the  Subleased  Premises  inspected  following
      execution of this Agreement.

            


    

    


    
      	
              12.

            	
              Security
      Deposit.  Subtenant as part of consideration with the stock
      transfer with Sublandlord has valid consideration as set forth in section
      3 as security for the performance of all of Subtenant's obligations under
      this Agreement. Upon expiration of the Sublease Term and
      upon  satisfaction  of all obligations under this
      Agreement by Subtenant, 
      the  deposit is retained by Sublandlord as it will have
      completed performance of its obligation for a full years rent for the
      shares  transferred  in  consideration  of  one  years  rent  and  such  deposit  is  deemed  as
      compensatory for such.

            


    

    


    
      	
              13.

            	
              Subtenant
      Improvements.

            


    

    


    
      	
               
      

            	
              A.

            	
              Subtenant
      shall be responsible for and bear all expenses for performing all interior
      alterations to the Subleased Premises in excess of $30,000.00. When said
      amount has been
      exceeded,  Sublandlord  has  met  its
      obligation  pursuant  to  this
      lease  and  may at  its discretion wait on
      additional funds without violating any terms of this agreement.
      Furthermore, after  6 m
      months  if  the  build out  is
      not  complete  due to  lack  of
      funding  beyond  the documented $30,000.00 spent by
      Sublandlord for the build  out, the  Sublandlord has
      the right to  give a 30-day notice to  Subtenant
      to  leave Sublandlord’s adjacent leasehold.  This
      lease is in no way a sublease to the adjacent
  leasehold.

            


    

    


    
      	
               
      

            	
              B.

            	
              Any
      and all alterations, additions and fixtures, other than trade fixtures
      and  equipment, which as a matter of law have become a part of
      the realty and which in any manner are attached to the floors, walls or
      ceilings shall, upon the expiration or termination of this Agreement
      become the property of Sublandlord without any payment by Landlord
      therefor, provided that Sublandlord may at its option require Subtenant to
      remove from the Premises at Subtenant's expense all or any portion hereto
      specified at the expiration of this
Agreement.

            


    

    


    
      	
              14.

            	
              Right
      to Assign or Sublet. Subtenant's interest in the Subleasehold Estate is
      not assignable in whole or in part without the prior written permission of
      Landlord and Sublandlord. Subtenant may not sublet the Demised Premises
      for any reason without approval of the Landlord and Sublandlord. Landlord
      and Sublandlord’s written permission and approval are
      required.

            


    

    


    
      	
              15.

            	
              Repairs
      and Maintenance of Subleased Premises.  Sublandlord shall be
      responsible for the repair and maintenance of the roof and general
      structure of the Subleasehold Estate unless Subtenant makes alterations to
      the roof, at which time Subtenant will become responsible for the repair
      and maintenance of the roof.  Subtenant shall be responsible for
      the maintenance and repair of the remainder of the Subleased Premises
      including, but not limited to: electrical, plumbing, air conditioning
      equipment, fixtures, interior wall and wall coverings, flooring, fire
      extinguishing and warning systems, alarm system, plate glass and other
      systems.  Subtenant shall obtain an annual maintenance agreement
      for the heating and air conditioning units and provide a copy to the
      Sublandlord.

            


    

    


    
      	
              16.

            	
              Review
      of Lease.  Subtenant represents that it has read, is familiar
      with and approves all of the provisions of the
  Lease.

            


    

    


    
      	
              17.

            	
              Notices.
      For the purpose of this Agreement, all notices required to be given in
      writing shall be deemed delivered to Subtenant if directed through the
      United States Mail, registered or certified mail, return receipt
      requested, at the address specified herein below or at the address of the
      Subleased Premises or hand delivered to the Subleased
      Premises.  Said correspondence shall be addressed to Sublandlord
      and Landlord at the address stipulated
below:

            


    

    


    LANDLORD:
AMARIS DEVELOPMENT LC

    


    c/o
Jerrod Thompson, Partner

    110 S.
Orange Ave

    Orlando,
FL 32801

    


    SUBLANDLORD:
SILVER STAR ENDEAVORS LLC

    


    c/o
Jeffrey Gitto, Partner

    5508
Miami Ave

    Tampa, FL
33604

    


    SUBTENANT:
SILVER STAR CAPITAL HOLDINGS, INC.,

    


    c/o Jack
Owens

    2731
Silver Star Road

    Orlando,
Florida 32808

    


    
      	
              18.

            	
              Entire
      Agreement. This Agreement, together with the Lease, constitutes the sole
      agreement  of  the  parties  with  respect  to  the  Subleased  Premises  and  supersedes  any  prior
      understandings or written or oral agreements between the parties
      respecting thereto.

            


    

    


    
      	
              19.

            	
              Event
      of Default: Remedies.  If Subtenant shall be in default with
      respect to its obligations to Sublandlord under this Agreement,
      Sublandlord shall have the right to pursue all of its legal rights and
      remedies against Subtenant and subject to eviction pursuant to Fla. Stat.
      83.20. Payment per Section 3 is a condition precedent necessary for
      completion of this lease
      agreement.  If  Subtenant  fails  to  transfer  the  shares  as  per  Section  3,  within  14  days  of
      execution  of this
      lease  agreement,  the  lease  will  be
      considered in  default
      and  invalid  and  no notice of eviction
      will be necessary. Subtenant will be liable for all cash monies paid to
      that point and subject to venue in Orange County, Florida.  If
      the company files bankruptcy or uses the premises in a manner not set
      forth, the lease will be considered in default and Subtenant will be
      subject to immediate eviction.

            


    

    


    
      	
              20.

            	
              Parties
      Bound.  All of  the covenants, terms  and
      conditions set forth  herein shall
      be  binding  upon  and  shall  inure  to  the  benefit  of  the  parties  hereto  and  their  respective
      successors and permitted assigns.

            


    

    


    
      	
              21.

            	
              Counterparts.
      The parties, which  counterparts together when executed by
      all  of the parties shall for all purposes be deemed an
      original, but all of which together shall constitute
      one  and  the  same  instrument,  may  execute  this  Agreement  concurrently  in  one  or  more
      counterparts.

            


    

    


    
      	
              22.

            	
              Governing
      Law.  The  parties  hereby  agree  that  this  Agreement  shall  be
      construed,  enforced  and  governed  by
      the  laws  of  the  State  of  Florida  with  venue  in  Orange
      County,  Florida.  In  the  event  of  a  dispute  between  any  of  the
      parties to this  Agreement,  the prevailing party
      shall be entitled to recover its reasonable attorney fees and court costs,
      both at a trial court level and the appellate court
  level.

            


    

    


    
      	
              23.

            	
              Insurance.  Subtenant  shall  maintain  any  and  all  insurance  policies  in  the  type
      and  amount  required  by  Sublandlord,  accordingly,  Subtenant  will  obtain  general  liability
      insurance  of  not  less  than  $1,000,000.00  and  shall  name  both  Landlord  and  Sublandlord  as
      additional insureds. The Certificate of Insurance shall name both Landlord
      and Sublandlord as
      additional  insured  and  a  copy  of  said  Policy/Certificate  of
      Insurance shall  be  delivered on  or
      before  30  days  following  Subtenant  obtaining  a  certificate  of  occupancy  for  the  Subleased
      Premises.

            


    

    


    
      	
              24.

            	
              Environmental
      Matters.  Subtenant  shall  indemnify  and  hold  Sublandlord
      harmless for the following matters arising during  the term of
      this  Agreement  to the extent that
      such  matters  relate  to  the  Subleased  Premises  and  to  the  activities  of  Subtenant  on  the
      Subleased Premises during the  term  of
      this  Agreement:   any and all claims,
      liabilities,  losses, dam
      ages  or  costs  including,  without  limitation,  reasonable  attorneys’,  environmental
      consultant’s, engineer’s or expert’s fees incurred by Sublandlord in
      connection with the violation
      of  any  environmental  law  by  Subtenant  affecting  the  Subleased  Premises,  any  generation,
      processing, handling transportation, storage, treatment or disposal of
      solid waste or hazardous waste by Subtenant relating to the Subleased
      Premises; and any releases (as defined under the Comprehensive
      Environmental Response Compensation and Liability Act of 1980, as amended)
      by  Subtenant  with  respect  to  its  operations  on  the  Subleased  Premises.    These
      provisions supersede any other provisions of this Agreement or the Lease
      that relate to compliance with environmental laws or Subtenant’s liability
      therefor.

            


    

    


    
      	
              25.

            	
              Signage.  Sublandlord
      and the City of Orlando Historic District Department must both approve any
      signage for which Subtenant wishes to
use.

            


    

    


    
      	
              26.

            	
              Drafting.  The
      parties agree that each reviewed the complete document prior to executing
      the same, and neither party is presumed to have any advantage in drafting
      or choice of language for this
document.

            


    

    


    IN WITNESS WHEREOF, Landlord,
Sublessor and Subtenant have executed this Agreement on the date or dates set
forth below, however this Agreement shall be effective for all purposes as of
the date first above written.

    


    


    


    
      	
              Witness:

            	 
      	 
      	
              LANDLORD:

            	 
      
	 
      	 
      	 
      	
              AMARIS
      DEVELOPMENT LC

            
	 
      	 
      	 
      	 
      	 
      
	
              Printed
      Name:

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              By:

            	
              /s/
      Jerrod Thompson

            
	 
      	 
      	 
      	
              Jerrod
      Thompson

            
	 
      	 
      	 
      	
              Title:

            	
              Partner

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Date:

            	
              April
      14, 2008

            
	 
      	 
      	 
      	 
      	 
      
	
              Witness:

            	 
      	 
      	
              SUBLANDLORD:

            	 
      
	 
      	 
      	 
      	
              SILVER
      STAR ENDEAVORS LLC

            
	 
      	 
      	 
      	 
      	 
      
	
              Printed
      Name:

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              By:

            	
              /s/
      Jeffrey Gitto

            
	 
      	 
      	 
      	
              Jeffrey
      Gitto

            
	 
      	 
      	 
      	
              Title:

            	
              Partner

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Date:

            	
              April
      14, 2008

            
	 
      	 
      	 
      	 
      	 
      
	
              Witness:

            	 
      	 
      	
              SUBTENANT:

            	 
      
	 
      	 
      	 
      	
              SILVER
      STAR CAPITAL HOLDINGS, INC.

            
	 
      	 
      	 
      	 
      	 
      
	
              Printed
      Name:

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              By:

            	
              /s/
      Cliffe Bodden

            
	 
      	 
      	 
      	
              Cliffe
      Bodden

            
	 
      	 
      	 
      	
              Title:

            	
              President

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Date:

            	
              April
      14, 2008