TERMS AND CONDITIONS           

This VIRTUAL OFFICE  AGREEMENT (hereinafter “VOA”) is made as of the date set forth on Schedule 1 attached hereto by and between Matsumora Investments LLC, d.b.a. Executive Office Suites Cape Coral (hereinafter “Company”) and the client whose name appears on Schedule 1 attached hereto (“Client”).

WHEREAS, Client wishes to obtain certain services provided by the Company as set forth below and the Company wishes to provide such services to Client. Now, Therefore, in consideration of the premises and mutual covenants in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

STANDARD SERVICES WITHIN CLIENT’S STANDARD FEE

During the term, subject to all provisions below, Client is entitled to the services and facilities included as described  in Schedule 1.

SERVICES AGREEMENT

(A) Nature of agreement: The Client acknowledges no lease, tenancy interest, or other real property interest in the business center.  The whole of the business center remains the real property of the Company. This agreement is personal to the Client and is non-transferable.  The Company may transfer this the benefit of this agreement and the Company’s obligation at any time. The Client will not carry on any business, which could be construed by the Company as illegal, defamatory, immoral or obscene and will not use the business center whether directly or indirectly for any such purpose.

(B) Term :  This Agreement shall be legally binding as of the date hereof (the “Agreement Date”) as identified on Schedule 1. Client’s use of the virtual office program shall commence on the “Start Date” identified on Schedule 1.

(C) Termination: This Agreement and the Client’s rights to utilize the virtual office program terminate on the “End Date” hereby defined as  one hundred and eighty days from the Start Date identified on Schedule 1. This Agreement shall be automatically renewed pursuant to Section 2(D) below unless written notice is provided by either the Client, or Company 60 days prior to End Date.

Upon termination of this Agreement Client acknowledges that the telephone numbers assigned to Client at the commencement of the Agreement remain the property of the Company and cannot be transferred in any way without prior approval of Company.

Upon termination of the Agreement Company shall, as a courtesy, forward mail to an address specified by Client on a monthly basis via United States Postal Service. Company will withhold this service if the Client has a remaining balance at the end of their term. Company will not forward any items weighing in excess of 0.3 lbs unless Client has made previous arrangements with Company or paid for this service in advance.

(D) Renewals: The term shall extend automatically for successive periods equal to the initial term to “Renewal End Date” until unilaterally terminated by either the Company or Client after the terminating party shall have given written notice 60 days prior to the End Date to the non-terminating party.

(E) Fees: The Monthly Fee as set forth on Schedule I is payable in advance, in full with respect to virtual office services to be provided during such calendar month. Client agrees to pay a six percent (6%) tax and fess surcharge of the clients total monthly invoice total. This charge covers all sales, use, excise and any other taxes and license fees and other associated fees which Client is required to pay to any governmental authority (and, at the Company’s request, will provide to the

Company evidence of such payment) and for other associated costs in maintaining the clients account. Any proration of the Standard Fee, where applicable, will be done on a per diem basis.

(F) Security Deposit:  Upon execution of this VOA, Client has paid to Owner the amount listed in Schedule 1 as a refundable security deposit.  If client fails to perform any of Client’s obligations hereunder when performance is required or to pay any amounts when due hereunder, or abandons the Business Center, Owner may apply the deposit to the payment of any basic charge or any other payment due from Client, or to any amount which Owner has spent or must spend by reason of

Client’s failure or abandonment.  Thereafter, if the VOA is still in effect, Client will pay to owner any amount so applied so that the security deposit is replenished to its original amount.  If at the end of the term Client has performed all of the provisions of the VOA, the service retainer, or any remaining balance thereof, will be returned to the Client without interest.   The balance of the Security Deposit shall be returned to the Client within 60 days after the End Date if this Agreement is not renewed. or (ii) within 60 days after the final Renewal End Date if this Agreement is renewed.

(G) Additional Services: “Additional Service Fees” resulting from usage of conference space beyond the agreed upon Schedule 1, Shipping, Document Reproduction, etc,  are payable within 10 days from invoice from Company.

(A) Conference Room Reservations will be deducted from included services, if any, or charged at the time of reservation for its entirety. In the event of exceeding hours reserved, Client shall be charged before leaving the premises.  Cancellations must be made within twenty-four (24) hours of reservation. If Client fails to cancel reservation, Client shall be charged the full amount of mentioned reservation. It is the Client’s responsibility to cancel on time.

(H) Payment terms: All payments are to be made no later than the later of ten (10) days after the invoice date or the first day of the month. Preferred payment shall be by company or personal check. Company shall except payment by cash, wire transfer or credit card. Company shall charge a convenience fee of $10 for any payment up to $499, $25 for payments from $500-$999 and $25 per additional $1000, or part thereof, for increments above $999 made in cash, by wire transfer or credit card payment. Company excepts Visa, Mastercard and Discover only. Payments may be sent to:

Matsumora Investments LLC
1222 SE 47th Street
Cape Coral, FL 33904

(K) Late payment: Client will pay on any installment of basic charge or any other charge which is not paid within (10) ten days after the date which is due, a late charge equal to the greater  of (i) five percent (5%) of the amounts due or, (ii) twenty dollars ($20). If Client does not pay all fees due within four (4) calendar days after the first day of the following month after the issuance of the invoice (the “late period”) the Company may charge a late payment fee of 10% (the rate may change from time to time as determined by the Company, but in no event shall be greater than the rate permitted by law) compounded monthly on the amounts outstanding. If Client disputes any part of an invoice Client must pay the amount not in dispute by the due date. After the late period, the Company will withhold services (including barring access to the business center, telephone services and to mail services) while there are any outstanding fees or interest due or if Client is in breach of this Agreement. Company may, in good faith, attempt to notify Client of it’s intentions to withhold services.

(L) Use of Address: Client is hereby authorized during the term to use the address of Business Center as Client’s business address with the following considerations:

(1) Upon expiration of the term or termination of this VOA for any reason, it will be Client’s responsibility to notify all parties of termination of the use of the above described address and of Client’s new address.  Owner will not be responsible for forwarding any mail but may return all mail to senders. In the event of Client’s default, Owner may automatically terminate Client’s right to use the address and at Owner’s election return all of Client’s mail to sender.  Company will accept mail on Clients behalf. Company will only accept mail that includes the name of the individual(s) and or Company(s) listed in Schedule 1 of this Agreement.

(2) No advertising of any type (newspaper, radio, direct mail, website, etc.) using the Business Center’s address may be used by Client without the prior written approval of Owner.  If the telephone number used by Client has

been assigned to Client by Owner, Client may not place a display ad in the Yellow pages of any telephone or similar directory without Owner’s prior written consent.

(3) All parcels, packets, letters, messages or other object held by the Company for the Client are done so solely at the Clients risk at all times. The Client is obliged to arrange his own insurance for such items, and no liability of risk will ever be attached to the Company.

(4)The Client shall have access to the building during regular building hours from 9AM to 5PM. Conference room usage may not occur outside of the hours of 9AM to 5PM without previous written consent by the Company.

(M)Email: Company will use the email address provided by Client in Schedule 1 to send invoices and any other communications from Company. Client must ensure an accurate and valid email address is registered with the Company.

(N) Default: The Client is in default under this agreement if the Client fails to abide by the terms and conditions of this agreement.  In the event that he client defaults on this agreement, Company may cancel all services provided to Client including, without limitation, telephone answering, telecommunication services, computer services, mail delivery, and parking and access to the building, without resort to legal process.  If the Client enters the premises by force while in default the Client acknowledges such entry as illegal and accordingly may be prosecuted.

(O) Disputes: In the event of any dispute, controversy, legal or other action or proceeding by Company relating to this VOA, the Company shall be entitled to recover all fees, expenses and costs of Company, including, but not limited to attorney’s reasonable fees and costs; court costs and sheriff fees; costs of changing any locks; and, costs of terminating any services.

This Agreement supersedes any prior agreements between the parties and embodies the entire agreement between Client and Company relative to its subject matter and may not be modified, changed or altered in any way except in writing signed by both parties. This agreement shall be interpreted and enforced in accordance with the laws of Florida.