EXHIBIT 10.35
ASSIGNMENT AND
ASSUMPTION OF LEASE
THIS
ASSIGNMENT AND ASSUMPTION OF LEASE ("Assignment") is executed
effective as of November 7, 2003 (the "Effective Date"), by and
between The Duncan Group, Inc., an Indiana corporation, d/b/a
Frontline Physicians Exchange and Frontline Communications (the
"Assignor"), and Medix Resources, Inc., a Colorado corporation,
(the "Assignee").
WITNESSETH:
WHEREAS,
Assignor, as lessee, and GPI Office Properties I, L.P. as
lessor, made and entered into a certain Agreement of
Lease dated December 3, 1996, as amended by a First Amendment to
Lease dated July 24, 2000, a Second Amendment to Lease dated August
22, 2000, a Third Amendment to Lease dated December 13, 2002, a
Fourth Amendment to Lease dated August 26, 2003, and a Fifth
Amendment to Lease of even date herewith (collectively, the
"Lease"), for Suite 350 containing approximately 4,342 rentable
square feet in the office building located at 9302 North Meridian
Street, Indianapolis, Indiana 46260 (the "Premises");
WHEREAS,
Assignor desires to assign the Lease to Assignee;
WHEREAS,
Assignee desires to assume the Lease from Assignor;
WHEREAS,
the Lease provides, among other things, that the Lease shall not be
assigned without the Lessor's consent in writing;
WHEREAS,
pursuant to the Lease, Assignor has an option to terminate the
Lease.
NOW
THEREFORE, in consideration of the mutual covenants and agreements
herein set forth, and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties covenant and agree as follows:
1.
As of the Effective Date,
Assignor assigns to Assignee, its successors and assigns, all of
its right, title and interest in to and under the Lease.
2.
Assignor covenants,
warrants and represents that: (a) the Lease is in full force and
effect; (b) Assignor has performed all of its obligations under the
Lease up to the Effective Date; (c) Assignor is authorized to
execute this Assignment and Assumption of Lease; and (d) except as
set forth herein, the Lease has not been terminated or otherwise
modified, supplemented or amended.
3.
Assignor hereby surrenders
and assigns to Assignee, and Assignee hereby accepts the surrender
and assignment from Assignor of, all of Assignor's right, title and
interest in, to and under the Lease. Assignor covenants, warrants
and represents that a true, accurate, and complete copy
of the Lease is attached as Exhibit
"A".
4.
Assignee hereby assumes and
agrees, as of the Effective Date, to be bound by and pay and
perform all of the obligations, terms, covenants and conditions
that, pursuant to the Lease, are to be observed, kept and/or
performed by the Assignor from and after the Effective
Date.
5.
Upon the Effective Date,
Assignor shall be released and discharged from its obligations
under the Lease arising after the Effective
Date. Assignor will continue to be responsible for the
obligations attributable to any period of the Lease on or prior to
the Effective Date (including without limitation the payment of
rent) and any obligations of Assignor under the Lease which survive
expiration or termination of the Lease. Assignor
expressly releases Lessor, its officers, directors, agents,
employees, successors, insurers
