Attached files

Exhibit 10.2

ASSIGNMENT OF LEASE AGREEMENT

This Assignment of Lease Agreement (this "Agreement") is entered into and
becomes effective on January 1, 2014 (the "Effective Date") by and among Finca
Zephir Veintitre S.A., Cana Fistula Entre Tamarindo y Santa Cruz, Guanacaste,
Costa Rica with Cedula # 3-101-36641910, a Costa Rican entity, duly registered
in the Merchantile Section of the Public Registry of the Republic of Costa Rica,
hereinafter referred as the Assignor (or "Finca") and Empire Global Corp. a
Delaware Corporation with address at 671 Westburne Dr. Concord, Ontario Canada
L6A 0P6 hereinafter referred as the Assignor (or "Empire") (together or
collectively the "Parties" or each individually a "Party").

                                   RECITALS

Whereas, Finca is the rightful holder and Lessor of the Lease with Option to
Purchase Agreement dated the 29th of May, 2012 (that "Lease Agreement")
incorporated herein by reference only with R & K Inmobiliaria Guanasol, S.A.,
with Cedula # 3-101-405996, a Costa Rican entity ("RK"), duly registered in the
Merchantile Section of the Public Registry of the Republic of Costa Rica and
Trail of the Fire, S.A., with Cedula #3-101-307276 a Costa Rican entity ("TF"),
duly registered in the Merchantile Section of the Public Registry of the
Republic of Costa Rica;

Whereas, RK and TF are joint owners ("Landlords") of the subject property
described as a Hotel and Lodging dwelling registered in the Public Registry
under the registration number G-97294-000 situated in Flamingo, Santa Cruz,
Guanacaste, Costa Rica known as El Sabanero Beach Hotel (formerly Estela de
Fuego Hotel) (the "Premises");

Whereas, Finca has obtained consent from the Landlords to assign that Lease
Agreement to Empire;

Whereas, Finca intends to assign and Empire intends to assume that Lease
Agreement on the effective date first written above.

                                  WITNESSETH

NOW, THEREFORE, in consideration of the mutual covenants, promises and
representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:

Section 1: Assignment.

As of and from the Effective Date, the Assignor for itself, its successors and
assigns, hereby transfers, sets over and assigns that Lease and all privileges
and appurtenances belonging thereto, together with the unexpired residue of the
Term expiring May 29, 2015, and the Premises and all benefits and advantages to
be derived therefrom, to the Assignee including, without limitation:

   (a) all obligations under that Lease Agreement referring to the Premises;
   (b) all obligations for accounts payable; accrued liabilities; taxes and
       employees;
   (c) all rights and privileges to accounts receivable, reservations and
       bookings, client lists and intellectual property including but not
       limited to the website and Facebook page and other social networking
       insignias and trademarks associated with the Premises.

Section 2: Assumption of Rights and Duties.


As of and from the Effective Date the Assignee hereby accepts the foregoing
assignment and transfer of that Lease Agreement and hereby agrees to assume and
pay the obligations and liabilities in accordance with its various terms and
conditions, including, without limitation, the observance and performance of all
obligations required of Assignor under any contract, lease or other executory
agreement included.

Section 3: Consideration.

Subject to the terms and conditions of this Section 3, the Assignee shall pay to
the Assignor 500,000 shares of common stock of Empire Global Corp.

The payment to the Assignor represents the amounts advanced as security and
renovations to the subject property as follows:

Security Deposit of $75,000 paid to the Landlords; and
Renovations conducted on the subject property including but not limited to the
following: 28 rooms; Pool and Property grounds; Lobby, Restaurant and Bar;
Furniture Fixtures and Equipment

Section 4: Indemnification.

As of and from the Effective Date the Assignee agrees to indemnify, defend and
hold harmless Assignor, and its affiliates, agents, successors and assigns, from
and against any and all claims, demands, actions, causes of action, suits,
proceedings, damages, liabilities, costs and expenses of every nature
whatsoever, including attorneys fees, which arise from or relate to that Lease
Agreement.

Section 5: Continuing Effectiveness of Lease.

Except for the assignment contemplated by this Agreement, the original terms of
that Lease Agreement remain in effect after the Effective Date until the
completion of the Term of the within Lease or the exercise of the Purchase
Option.

Section 6: Assignor's Representations and Warranties.

The Assignor hereby represents and warrants to the Assignee as of the Effective
Date of this Agreement as follows:

   (a) The Assignor is duly organized and validly existing under the Laws of the
       Republic of Costa Rica and has all requisite power and authority to enter
       into this Agreement.

   (b) There are no pending or ongoing Legal Proceedings that have been
       commenced, or to Assignor's knowledge, threatened, by or against the
       Assignor or the Premises that relate to the business being operated at
       the Premises.

   (c) The Lease, rental interest and obligations under the Lease are in effect
       and in good standing with the Landlords.

Section 7: Condition of Premises.

The Premises are accepted by the Assignee in "as is" condition for what it is
and in that state and are not being warranted to be perfect or useful in a
particular way.





Section 8: Interpretation.

Both the Assignor and Assignee have participated in the drafting of this
Agreement, which each Party acknowledges is the result of good faith
negotiations among the Parties. In the event any ambiguity or question of intent
arises, this Agreement shall be construed as if drafted jointly by the Parties,
and no presumption or burden of proof shall arise favoring or disfavoring any
Party by virtue of the authorship of any of the provisions of this Agreement.

Section 9: Notice.

All notices and other communications hereunder shall be in writing and shall be
deemed given (a) on the date of delivery, if delivered by hand or sent by fax
(which is confirmed) or e-mail (which is confirmed), (b) on the first Business
Day following the date of dispatch by a nationally recognized private overnight
courier service, or (c) on the fifth Business Day following the date on which it
was deposited in the U.S. or Canadian mail, postage prepaid, if mailed by
registered or certified mail (return receipt requested), to the parties at the
following addresses (or at such other address for a Party as shall be specified
by like notice):

If to Empire at:
671 Westburne Dr.
Concord, Ontario L6A 0P6
Tel: 1-647-229-0136
Fax: 1-905-738-0807
Email: empireglobal@bell.net

If to Finca at:
Cana Fistula Entre Tamarindo y Santa Cruz
Guanacaste, Costa Rica
Tel: 1-506-8703-4601
Fax: 1-646-666-4334
Email: info@elsabanero.com

Section 10: Modification.

This Agreement may not be amended or modified; provided, however, that such
amendment is effected by an instrument in writing signed by all of the Assignor
and Assignee and the Landlords.

Section 11: Governing Law.

This Agreement shall be governed under the laws of Costa Rica.

The Assignor and Assignee agree that any controversies or differences that may
arise as a result of this Agreement, its execution, liquidation or
interpretation that cannot be resolved through a process of conciliation to a
maximum of two hearings between the parties shall be resolved by an arbitration
of law and the matter shall be resolved by one arbitrator. All the former, under
the regulations of the Centre of Conciliation and Arbitration of the Chamber of
Commerce of Costa Rica that are in force at the date the difference arises.

Section 12: Counterparts/Electronic Signatures.

This Agreement may be executed by facsimile and in one or more counterparts, and
by the different Parties in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.




Section 13: Entire Agreement.

This Agreement and all documents and instruments referred to in this Agreement
constitute the entire agreement and supersede all prior agreements and
understandings, both written and oral, between the Parties with respect to the
subject matter of this Agreement and shall be binding upon the parties hereto,
their successors and assigns. References in this Agreement to this Agreement or
the transactions contemplated by this Agreement do not include references to the
Letter of Intent Agreement dated November 30, 2013, which is independent of this
Agreement and the transactions contemplated by this Agreement; provided,
however, that the Letter of Intent Agreement shall terminate at the Effective
Date.

The Assignor, for itself, its successors and assigns, hereby agrees to execute
and deliver to Assignee any and all further documents of conveyance, agreements,
assignments, transfers or other undertakings which Assignee may request and
which may be necessary to effect and consummate the conveyances and assumptions
herewith contained and the agreements and undertakings more fully set forth
herein.

IN WITNESS WHEREOF, the parties have signed this Agreement on the date and year
first above written.


FINCA ZEPHIR VEINTITRE S.A.                      EMPIRE GLOBAL CORP.





/s/ Kurt Reichenberger                           /s/ Mike (Michele) Ciavarella
---------------------------                      ---------------------------
    Kurt Reichenberger                               Mike (Michele) Ciavarella
    President                                        Chairman and CE