Exhibit 10.9


The Intelligent Office


Office Service Agreement


 


This Agreement is dated September 14,
2004 and is entered into in Nassau County, New York, by and between SCORY LLC,
DBA The Intelligent Office hereinafter “TIO”) and International Shipping
(hereinafter “Client”).


 


TIO and Client agree that TIO will provide to
Client for and in consideration of the agreements and fee(s) set forth herein,
an exclusive license to use the office(s) as provided herein below and, in
common with TIO’s other clients, the non-exclusive license to use TIO’s
facilities and services as outlined below.


 


1.             Basic
Terms.


 


A.                                   Base Services:
ITO’s office services include the use of executive office(s) as identified
below.


B.                                     Monthly Fixed
Fee for Base Services: $1,200.00


C.                                     Additional
Services: Access to additional business services as specified in the Membership
Agreement attached as Exhibit (D) (“Membership Services”).


D.                                    Facilities:
1225 Franklin Avenue, Suite 325, Garden City, New York.


E.                                      Office
Number(s):   7  .


F.
                                   Maximum Occupancy:
  1   per office.


G.                                     Term: three
months.


H.                                    Commencement
Date: September 15, 2004.


I.                                         End of Term: December
15, 2004.


J.                                        Total Security
Deposit: $250.00


 


2.             Office.    The Client
shall, as part of the Base Services, be provided with the exclusive use of the
Office and shall have access to the Office twenty-four (24) hours a day, seven
(7) days a week. The location of the Office is indicated on Exhibit A. TIO
agrees to provide office cleaning, maintenance services, electricity, heating
and air conditioning to the Office for normal office use in reasonable
quantities during generally recognized business days subject to the rules and
regulations of the building (Exhibit B) and the Operating Standards
(Exhibit C). In addition, Client will have reasonable use of TIO common
area facilities. Client shall use the Office and auxiliary areas of the
facilities solely for general office use in the conduct of the Client’s
business.


 


If for any reason
whatsoever, TIO is unable to deliver possession of the Office or a mutually
agreed upon alternative office at the time herein agreed, Client may either
extend the Commencement Date until the Office becomes available or, as its sole
remedy for such failure, cancel and terminate this Agreement if the Office is
not delivered to Client within five (5) business days after written notice to
TIO by Client, in which case any prior payments shall be fully refunded. No
such failure to deliver possession shall subject TIO to any liability for loss
or damage, nor affect the validity of this Agreement or the obligations of the
Client hereunder.


 


In order to accommodate the
needs of potential multiple office clients, TIO will have the right, upon ten
(10) days written notice, to relocate the Client to another office in the TIO
facilities and to substitute such other office for the Office contracted
herein, provided such other office is substantially similar in area and
configuration to Client’s contracted office and provided the Client shall incur
no increase in the Total Monthly Fee or any relocation cost or expense.


 


3.             Services.    TIO agrees, in
consideration for a Monthly Fixed Fee for Membership Services (which fee is in
addition to the Monthly Fixed Fee for Base Services and which must be paid
during the entire term of this Agreement), to provide services to Client as
itemized in Exhibit (D).


 


Client will not offer to any
party in the TIO facility or the Building, any of the services which TIO
provides to its client including, but not limited to, services described in
Exhibit (D).


 


TIO will answer all incoming
phone calls, unless otherwise mutually agreed, during normal business hours, as
determined by TIO. Client will use only telecommunications systems and services
as provided by TIO.


 


Client acknowledges that due
to the imperfect nature of verbal, written, and electronic communications, TIO
shall not be responsible for damages, direct or consequential, which may result
from the failure of TIO to furnish any service, including but not limited to
the service of conveying messages, communications and other utility or services
required under this Agreement or agreed to by TIO.


 


The client expressly agrees
to waive, and agree not to make any claim for damages, direct or consequential,
arising out of any failure to furnish any utility, service or facility, any
error or omission with respect thereto, or any delay or interruption of the
same.


 


4.             Duration
of Agreement.    Upon any termination of this
Agreement, by proper written notice by either party, Client shall surrender
possession and vacate the Office at the TIO facilities immediately. For each
and every month or portion thereof that Client retains possession of the Office
after the termination of this Agreement, without the express written consent of
TIO, Client shall pay TIO, as liquidated damages, an amount equal to double the
Monthly Fixed Fee for Base Services and Membership Services for each month or
portion thereof that the Client remains in possession. Client may not, under
any circumstances, retain possession of the Office without maintaining the
services itemized in Exhibit (D) hereto and paying the Monthly Fixed Fee for
Member Services when and as due.


 


5.             Payments and Escalations.    The
monthly invoices/statements for Monthly Fixed Fee for Base Services and
additional services include recurring charges and all applicable sales or use
taxes will be billed in advance and variable expenses will be billed for the
prior month, without any deduction, offset, notice or demand. Statements will
be placed in the mailbox or faxed to Client on the first of the month with
payments due by the fifth of the month. A $5.00 per month charge will be added
for mailed billings. Overdue payments shall be subject to a five (5%) percent
late fee. Client agrees that any collection action taken by TIO to recover fees
under this Agreement may be brought in the County of Nassau, New York. In the
event of a successful collection action by TIO, Client agrees to pay all
reasonable and related attorneys fees and costs. If the term shall not commence
on the first day of a month or end on the last day of a month, fees for any
such month shall be prorated. All amounts payable hereunder shall be payable at
the office of TIO or to such other location or to any agent designated in
writing by TIO. The parties agree that such late charges are fair and
reasonable compensation for costs incurred by TIO where there is default in any
payment due under this Agreement.


 


Upon the execution of this
Agreement, Client shall pay TIO or its agent the Security Deposit. The Security
Deposit need not be kept separate and apart and no interest shall be paid
thereon. In addition to the Security deposit, Client will, upon execution
hereof, pay to TIO the Monthly Fixed Fee for Base Services plus the Monthly
Fixed Fee for Member Services for the full month.


 


Client agrees that the
Security Deposit shall not be used by the Client as payment for any fees due
for the last month of the term. In the event Client defaults in the performance
of any of the terms hereof, TIO may terminate this Agreement and the license
herein granted and may also use, apply or retain the whole, or any part of the
Security deposit for the payment of any service fee or any other payment due
hereunder, or for payment or any other sum which TIO may spend by reason of
Client’s default. If Client shall, at the end of the term of this Agreement,
have fully and faithfully complied with all of the terms and provisions of this
Agreement, and surrendered all keys, access cards and building passes, the
Security Deposit, or any balance thereof, shall be returned to Client within
forty-five (45) days after the end of the term.


 

















 


6.             Damages
and Insurance.    Client will not damage or
deface the furnishings, walls, floors or ceiling. Client will not cause damage
to any part of the Building or the property of TIO or disturb the quiet
enjoyment of any other licensee or occupant of the Building nor suffer to be
made any waste, obstruction or unlawful, improper or offensive use of the
Office or the common area facilities. At the termination of this Agreement,
Client will return the Office in as good condition as when Client took
possession, normal wear and tear expected. A move out fee of $150.00 will be
charged for cleaning, painting and general maintenance for each office. TIO shall
have the right to show the Office to prospective clients, provided TIO will use
reasonable efforts not to disrupt Client's business.


 


TIO and its respective
directors, licensors, officers, agents, servants and employees shall not, to
the extent permitted by law, except upon the affirmative showing of TIO's gross
negligence or willful misconduct, be liable for, and the Client waives all
right of recovery against such entities and individuals for any damage or claim
with respect to any injury to person or damage to, or loss or destruction of
any property of the Client, its employees, authorized persons and invitees due
to any act, omission or occurrences in or about the TIO facilities or the
Building.  Without limitation of any
other provision hereof, Client agrees to indemnify, defend, protect and save
TIO and its respective directors, licensors, officers, agents, servants and
employees harmless from and against all liability to third parties arising out
of Client's use and occupancy of the Office or actions or omissions of Client
and its agents, employees, contractors, and invitees.  Client further agrees that all personal property of Client, its
agents, employees, contractors, and invitees, within or about the TIO facilities
of the Building shall be at the sole risk of Client.


 


Client shall at Client's sole expense, obtain and keep in
force during the term of this Agreement a policy of comprehensive general
liability insurance with bodily injury and property damage aggregate
limits in an amount not less than one million dollars ($1,000,000) insuring
Client and naming TIO and TIO's landlord, as an additional insured against any
liability arising out of the use, occupancy or maintenance of the Office and
TIO facilities. The limit of said insurance shall not however limit the
liability of Client hereunder.  Client
shall provide to TIO, within 15 days of the commencement of this
Agreement, a Certificate of Insurance verifying such coverage.  Client agrees that failure by Client to
provide such coverage increases TIO's risk of loss and may increase TIO's cost
of insurance.  Should Client fail to
provide the Certificate of Insurance, TIO may charge, and Client shall pay, a
monthly fee of forty dollars ($40.00) for each office occupied under this
Agreement as compensation for the additional risk and/or costs incurred by
TIO.  Any insurance carried by TIO shall
be excess and non-contributing to the maximum extent permitted by insurance
which may be owned by TIO or Client. 
TIO and Client, for the benefit of each other, waive any and all rights
of subrogation which might exist against each other.


 


TIO and Client each hereby
waive any and all rights of recovery against each other, or against the
officers, employees, agents or representatives of the other, for loss of or damages
to its property or the property of others under its control, to the extent such
loss or damage is covered by any insurance policy.


 


If the TIO's facilities are
made unusable, in whole or in part by fire or other casualty not due to the
negligence of Client, TIO may, at its option, terminate the Agreement upon
notice to Client, effective upon such casualty, or may elect to repair,
restore, or rehabilitate, or cause to be repaired, restored or rehabilitated,
the TIO facilities, without expense to Client, within ninety (90) days or
within such longer period of time as may be required because of events beyond
TIO's control.  The Monthly Fixed Fee
for Base Services shall be abated on a pro rata basis for the period of time
the Office is unusable.


 


7.             Default.  The Client shall be deemed
to be in default under this Agreement: (a) if Client defaults to the
payment of the Monthly Fixed Fee for Base Services, Monthly Fixed Fee for
Member Services, or other items due hereunder, or (b) if the Client defaults
in the prompt and full performance of any other provisions of this Agreement
and any such default continues in excess of five (5) business days after
written notice by TIO, or (c) if Client fails to comply with the laws or
permit licensing rules and other requirements regulating the conduct of
Client's business.


 


Should the Client be in
default hereunder, TIO shall have the option to pursue any one or more of the
following remedies without any additional notice or demand whatsoever and
without limitation to TIO in the exercise of remedy:


 


(1)           TIO may, if TIO so elects, without
any additional notice of such election or demand to Client, either forthwith
terminate this Agreement and the License to use any portion of the TIO
facilities, and may enter into the Office and take and hold possession of the
Office and contents thereof, without releasing the Client, in whole or in part,
from the Client's obligation hereunder. 
In the event of such termination, TIO may, at its option, declare the
entire amount of the Monthly Fixed Fees which would become due and payable
during the remainder of the term, to be due and payable immediately, in which
event, Client agrees to pay the same upon demand.


 


(2)           Pursue any other remedy now or
hereafter available to TIO. TIO's exercise of any right or remedy shall not
prevent it from exercising any other right or remedy.


 


Notwithstanding anything to the contrary
herein, should the Client be in default hereunder, TIO may terminate any or all
additional services or base services for the period of such default.


 


8.             Miscellaneous.


A.    This
is the only Agreement between the parties. 
No other agreements are effective. 
All amendments to this Agreement shall be in writing and signed by all
parties.  Any other attempted amendment
shall be void.  The invalidity or
unenforceability of any provision hereof shall not affect the remainder hereof.


 


B.    All
waivers must be in writing and signed by the waiving party. TIO's failure to
enforce any provision of this Agreement or its acceptance of fees shall not be
a waiver and shall not prevent TIO from enforcing any provisions of this
Agreement in the future. No receipt of money by TIO shall be deemed to waive
any default of Client or to extend, reinstate or continue the term hereof.


 


C.    All
Exhibits and Addenda attached hereto are hereby incorporated herein. The laws
of the State of New York shall govern this Agreement.


 


D.    All
parties signing this Agreement as a partnership or cosigning individuals shall
be jointly and severally liable for all obligations of the Client.


 


E.    Client
represents and warrants to TIO that there are no agents, brokers, finders or
other parties with whom Client has dealt who are or may be entitled to any
commission or fee with respect to this Agreement.


 


F.    Neither
Client nor anyone claiming by, through or under Client shall assign this
Agreement or permit the use of any portion of the TIO facilities by any person
other than Client.


 


G.    The
Rules and Regulations and Operating Standards of the Building and of TIO as defined
on Exhibit B and Exhibit C hereto are expressly made a part of this Agreement
and Client expressly covenants and agrees to abide by all of said Rules and
Regulations and Operating Standards, as well as such reasonable modifications
as may be thereafter adopted by TIO.


 


H.    All
notices hereunder shall be in writing. Notices to Client shall be deemed to be
duly given if hand delivered to Client's mailbox in the TIO facilities at 1225
Franklin Avenue, Suite 325, Garden City, New York 11530. Notice to TIO shall be
deemed to be duly given if mailed by registered or certified mail, postage
prepaid, to 1225 Franklin Avenue, Suite 325, Garden City, New York 11530.


 


I.    This Agreement is not intended to create any interest
in real property in favor of the Client, but instead creates a revocable
license in accordance with the terms hereof. This Agreement grants
the Client the License to use the TIO facilities and the Office for the
specific purposes herein set forth without diminution of the legal possession
or control thereof by TIO and shall be revocable at the option of TIO upon the
destruction of the TIO facilities, the abandonment or non-use by Client, or the
breach by the Client of any term or condition herein set forth or otherwise by
either party upon thirty (30) days written notice. This Agreement is subject
and subordinate to any underlying Lease or Contract of the premises as it may
be amended from time to time (said underlying Lease or Contract together with
any amendments, hereinafter referred to as the Master Lease). This Agreement
shall terminate simultaneously


 


 


 


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with the termination of the TIO operations
for any reason.  The Client is not a
party to nor shall have any rights under the Master Lease.


 


J.    The
Client acknowledges that TIO will comply with U.S. Postal Service regulations
regarding client mail and, upon termination of this Agreement it will be the
Client’s responsibility to modify all parties of termination of the use of the
above-described address.


 


K.    TIO
may assign this Agreement and/or Any fees hereunder and the Client agrees to
attorn any such assignee.


 


L.    TIO’s
Monthly Fixed Fees for Base Services have been established based on expected
Client electrical usage for normal business operations.  Client’s use of electrical and/or HVAC
services in excess of this standard may, at TIO’s sole discretion, result in an
additional charge for electrical consumption at a rate reflecting typical
consumption for such additional usage.


 


M.    Client
acknowledges that any phone numbers assigned to Client under this Agreement may
not be taken by Client at the termination of this Agreement.  Client further acknowledges that no Yellow
Pages advertising utilizing the assigned phone number shall be placed without
advance written approval by TIO in the form of a contract for the duration of
the telephone directory.


 


M.    Notwithstanding
anything to the contrary contained herein, Client shall look solely to the
interest of TIO in the underlying lease for the satisfaction of any of Client’s
remedies with regard to the payment of money or otherwise and no other property
or assets of TIO shall be subject to levy, execution or other enforcement
procedures for the satisfaction of Client’s remedies or with respect to this
Agreement, the relationship of the parties hereunder or Client’s use of the
Premises, such exculpation of personal liability to be absolute.


 


N.    The
financial terms of this Agreement are strictly confidential and Client agrees not
to knowingly or willfully divulge this information to any other Client or
potential Client of TIO.


 


P.    If
a Client check is returned for any reason, Client will pay an additional charge
of Fifty Dollars ($50.00) per returned check, and for the purpose of
considering default and/or late charges, it will be as if the payment
represented by the returned check had never been made.


 


Q.    TIO
shall not be liable for any interruption or error in the performance of its
services to Client under this Paragraph “8”. 
Client waives any recourse against TIO arising from the provision of
such services, including, without limitation, any claim of business
interruption or for any indirect, incidental, special, consequential or
punitive damages, except for claims arising out of willful misconduct by TIO.


 


R.    TIO
will not be liable for any claim of business interruption or for any indirect,
incidental, special consequential exemplary or punitive damages arising out of
any failure to furnish any service or facility, any error or omission with
respect thereto, or any delay or interruption of same.


 


S.    Client
agrees that it will not, during the Term of this Agreement and for a period of
one year thereafter, directly or indirectly, employ or offer to employ any
person who is or has been an employee of TIO without prior consent from
TIO.  If Client hires either an employee
of TIO or any person who has been an employee of TIO within six months prior to
the time such person is hired by Client, Client will be liable to TIO for
liquidated damages equal to six months wages of the employee, at the rate last
paid that employee by TIO.  The
provisions of this paragraph will survive the Term of this Agreement.


 


T.    TIO
and its agents will have the right of access to the Premises at any time for
the purpose of (j) making any repairs, alterations and/or inspections which it
deems necessary in its sole discretion for the preservation, safety or
improvements of the Premises, or (ii) to show the Premises to prospective
Clients without in any way being deemed or held to have committed an eviction
(constructive or otherwise) of or trespass against Client).


 


U.    Failure
of TIO to insist upon the strict performance of any term or condition of this
Agreement or to exercise any right or remedy available for a breach thereof, or
acceptance of full or partial payment during the continuance of any such
breach, will not constitute a waver of any such breach or any such term or
condition.  No term of condition of this
Agreement required to be performed by Client and no breach thereof, will be
waived, altered or modified, except by a written instrument executed by TIO.


 


V.    Time
is of the essence as to the performance by Client or all covenants, terms and
provisions of this Agreement.


 


W.    Client
will comply with and be bound by all provisions of the underlying lease and
Client will indemnify and hold TIO harmless from and against any claim or
liability under the underlying lease arising from Client’s breach of the
underlying lease or this Agreement.


 


The following exhibits are
attached hereto and made a part hereof.


 


 


                Exhibit
A:               TIO Facility Floor Plan


                Exhibit
B:               Building Rules and
Regulation


                Exhibit
C:               Operating Standards


                Exhibit
D:               Services Agreement


 


 


 




	
  Client

  	
   

  	
  TIO

  
	
  International Shipping
  Enterprises, Inc.

  	
   

  	
  The Intelligent Office

  
	
  29, Huntington Road

  	
   

  	
  1225 Franklin Avenue,
  Suite 325

  
	
  Permanent
  Address

  	
   

  	
  Garden City, New York
  11530

  
	
  Garden City, NY 11530

  	
   

  	
   

  
	
  City,
  State

  	
   

  	
   

  






 


 


	
  By:

  	
  /s/ Dragan Topalovich

  	
   

  	
  By:

  	
  /s/ Gus Sawicki

  
	
  Title

  	
  Vice President

  	
   

  	
  Title:

  	
   

  
	
  Date:

  	
  09/15/04

  	
   

  	
  Date:

  	
  9/15/04

  



 


Personal Guarantee:


For value received, the undersigned does
hereby unconditionally and irrevocably guarantee the prompt payment and full
performance of all terms, covenants, conditions and agreements as contained
herein.


 


	
  By:

  	
  /s/ Dragan Topalovich

  	
   

  	
   

  	
   

  



 


 


 


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