Exhibit 10.1 Capital Lease Agreement
CAPITAL LEASE AGREEMENT
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THIS CAPITAL LEASE AGREEMENT made and executed as of the 8th day of
December,
2008, to become effective retroactively on October 1, 2008, between
David D.
Selmon, a Texas resident, hereinafter called "Lessor," and Grand
Horizons
Excursions, a subsidiary of Tropical PC, Inc. both corporations
organized and
existing under the laws of the State of Nevada, hereinafter called
"Lessee".
W I T N E S S E T H:
WHEREAS, the Lessor is the owner of a yacht, with Hull
Identification Number.
CDRK2265L001 located at Hitchcock, Texas at the Harborwalk Marina,
and being
described more fully in Exhibit A attached hereto and incorporated
herein by
reference, hereinafter sometimes referred to as "Yacht;"
NOW, THEREFORE, in consideration of the Yacht and of the mutual
covenants and
agreements herein expressed and of the payment by the Lessee of the
rent
hereinafter reserved, Lessor hereby leases to Lessee the Yacht
referred to
above and being more particularly described in Exhibit A attached
hereto, on
the following terms and conditions:
1. LEASE. Lessor
hereby leases to Lessee, and Lessee hereby leases from
Lessor the Property. Lessee hereby acknowledges delivery and
acceptance of
Lessee's rights in the Property under this Lease
2. TERM. The term of
this lease shall be for three (3) years commencing on
October 1, 2008, and ending at midnight on September 30, 2011.
3. PAYMENTS.
During the term of
this lease, Lessee shall pay to Lessor as
monthly payments the sum of SEVEN THOUSAND FIVE HUNDRED AND NO/100
($7,500.00)
DOLLARS per month, payable on the first day of each month in
advance. All
payments received by the Lessor after the fifth (5th) day of the
month shall
be subject to a late payment charge equal to five percent (5%) of
the monthly
rent payment. In the
event such rent is paid by check, same shall be accepted
subject to collection, and any extraneous written matter contained
thereon
shall not in any way affect the terms of this lease or be binding
upon the
Lessor. Any additional
charges as set forth herein, or in any other part of
this lease will be due and payable with the next month's rental.
Further,
the Lessor for entering into this agreement will received
25,000,000
restricted common shares of the subsidiary's parent, Tropical PC,
Inc.
4. TRANSFER OF
OWNERSHIP. If Lessee
shall duly perform and observe all the
terms and conditions in this Lease including all payments specified
herein,
on the Maturity Date the Lessee has the option purchase the Yacht
for
TWENTY-FIVE THOUSAND ($25,000) DOLLARS. If the option to transfer
ownership
is exercised, the Lessor will assign and make over all his rights,
title and
interest in and to the same to Lessee, without any further
obligation by
Lessee. Until all
terms of this lease have been complied with, including
the payment of all sums payable, the Yacht shall remain the
property of the
Lessor, and Lessee shall have no rights in title or claim against
the Yacht.
5. INSURANCE.
Lessee hereby
covenants and agrees at all times during the
term hereof to obtain and maintain and keep in force for the mutual
benefit of
Lessor and Lessee general public liability insurance against claims
for
personal injury, death or property damage occurring in, on or about
the Yacht.
The parties further covenant and agree that the Lessor and Lessee
or anyone
claiming by, through or under them, shall be named as co-insureds
as their
respective interests may appear in the above policies and that
Lessee shall
deliver to the Lessor certificates of said insurance and of
renewals thereof
from time to time during the term of this Lease.
Lessee shall keep, protect and save the Lessor harmless from any
loss, cost
or expenses of any sort or nature, and from any liability to any
person
natural or artificial, on account of any damage to person or
property arising
out of any failure to comply with and perform all of the
requirements and
provisions set forth in this paragraph.
6. TAXES. Lessee shall also pay as
additional rental during the term of
this lease all taxes, including, but not limited to, state, county
and city
real and personal property taxes (or any amount substituted for
such taxes,
whether imposed upon Lessor as a rental tax or otherwise) and
general and
special assessments levied against the Yacht or the contents
thereof. Lessee
shall when due make all tax returns on the Yacht in Lessor's name
and shall
promptly after receipt of any tax bill or other notice of tax due
on the
Yacht furnish Lessor with a copy of such bill or notice.
Lessee shall pay
all of such taxes no later than ten (10) calendar days before the
due date
thereof, and Lessee shall promptly furnish Lessor with receipts
evidencing
such payments. If by
law any tax, assessment or other public charge may at
the option of the taxpayer be paid in installments, Lessee shall
have the
right to exercise such option, and in such event Lessee shall pay
such
installments as become due during the term of this Lease, and
Lessor shall
pay the remaining installments. The additional rent provided for
in this
paragraph shall be prorated for the first and last years of the
term of
this lease.
7. REPAIRS.
The Lessee shall, at
its own expense, make all necessary
repairs and replacements to the Yacht. Such repairs and replacements,
interior and exterior, ordinary as well as extraordinary, and
structural
as well as nonstructural, shall be made promptly as and when
necessary.
All repairs and replacements shall be in quality and class of at
least equal
to the original work.
On default of the Lessee in making such repairs or
replacements, Lessor may, but shall not be required to, make such
repairs
and replacements for the Lessee's account, and the expense thereof
shall
constitute and be collectible as additional rent.
8. DESTRUCTION
OF OR DAMAGE TO YACHT.
(a) If the Yacht is
totally destroyed (or so substantially damaged as to be
unusable) by storm, fire, earthquake, or other casualty, this lease
shall
terminate as of the date of such destruction or damage, and rental
shall be
accounted for as between Lessor and Lessee as of that date.
(b) If the Yacht is
damaged, but not rendered wholly unleaseable by such
casualty, the Lessee, at its sole expense, shall promptly restore
the leased
Yacht as nearly as possible to its condition prior to such damage
or
destruction. All
insurance proceeds received by the Lessor as a result of
such casualty, less the cost of any such recovery, shall be held in
trust and
applied by the Lessor to the payment of such restoration costs, as
such
restoration progresses. If the proceeds of insurance are
not sufficient to
pay the full cost of repair or restoration, the Lessee shall pay
the
deficiency. If the
insurance proceeds exceed the cost of repair or
restoration, the excess shall be paid to the Lessee. There shall be no
abatement of rent during any period of repair or restoration.
9. LESSOR'S REMEDIES
UPON LESSEE'S DEFAULT. If Lessee shall default in the
payment of any rental hereunder when due; or if Lessee shall fail
to pay ten
(10) days before the due date therefor all taxes, assessments,
levies and
other charges hereinabove referred to as additional rental; or
shall allow
any liens to be placed against the Yacht; and if any such default
shall
remain uncured for more than ten (10) calendar days after receipt
of written
notice from Lessor of such default; or if Lessee shall fail to cure
any other
default of Lessee under the terms of this lease within thirty (30)
calendar
days after Lessor gives Lessee written notice of such default; or
if Lessee
is adjudicated bankrupt or a permanent receiver is appointed for
Lessee's
property; or if, whether voluntarily or involuntarily, Lessee takes
advantage
of any debtor relief proceedings under any present or future law
whereby any
rental hereunder is, or is proposed to be, reduced or payments
thereof
deferred; or if Lessee makes an assignment for the benefit of
creditors; or
if Lessee's effects should be levied upon or attached under process
against
Lessee, and not satisfied or dissolved or stayed by bond within ten
(10)
days after written notice from Lessor to Lessee to obtain
satisfaction
thereof; THEN AND IN ANY SUCH
