Exhibit 10.2


 


SUBLEASE AGREEMENT


 


This SUBLEASE AGREEMENT (“Sublease”) is made and entered into as of the
         day of October 2003 by and
between Symantec Corporation, a Delaware corporation (“Subtenant”) and Sento
Corporation, Inc., a Utah corporation (“Sublandlord”).


 


WHEREAS, Pracvest, a Utah limited liability company as landlord
(“Landlord”), and Sento Corporation, Inc. as tenant (“Tenant”), entered into a
lease dated July 31, 1998 (“Master Lease”) whereby Landlord leased to Tenant
the entire two (2) floors (“Master Premises”) of the building located at 808 E.
Utah Valley Dr., American Fork, UT (the “Building”), as more particularly
described in the Master Lease, upon the terms and conditions contained
therein.  All capitalized terms used
herein shall have the same meaning ascribed to them in the Master Lease unless
otherwise defined herein.  A copy of the
Master Lease is attached hereto as Exhibit A and made a part hereof.


 


WHEREAS, Sublandlord and Subtenant wish to enter into a sublease of
that portion of the Master Premises shown cross-hatched in black on the
demising plan annexed hereto as Exhibit B and made a part hereof
(“Sublease Premises”) on the terms and conditions hereafter set forth.


 


NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto mutually
covenant and agree as follows:


 


1.               Demise.  Sublandlord hereby subleases and demises to
Subtenant, and Subtenant hereby hires and subleases from Sublandlord, the
Sublease Premises (which the parties stipulate contain 19,678 rentable square feet
which contains the entire 1st floor except approximately 200
rentable square feet in the data room and the main lobby area which Sublandlord
shall retain), upon and subject to the terms, covenants and conditions
hereinafter set forth.


 


2.               Staged
Occupancy.  Subtenant shall gain
possession of approximately 50% of the Premises or 9,839 rentable square feet
constituting the north half of the Premises on or before December 15,
2003.  Then on or about January 1, 2004,
Subtenant shall gain possession of the remaining 50% of the Premises


 


3.                                       Lease
Term.  The term of this Sublease
(“Term”) shall be for twenty-one and one-half (211⁄2)months, commencing on the
earlier of (i)  December 15, 2003, or (ii) the date upon which
Subtenant, or any person occupying any of the Sublease Premises with
Subtenant’s permission, commences business operations from the Sublease Premises
(“Sublease Commencement Date”) and ending, unless sooner terminated as provided
herein, on the last day of September, 2005 (“Sublease Expiration Date”).


 


4.                                       Use.  The Sublease Premises shall be used and
occupied by Subtenant for the uses permitted under and in compliance with
Article VII of the Master Lease and for no other purpose.


 


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5.                                       Subrental.


 


(a)                                  Base
Rental.  Beginning with the Sublease
Commencement Date and thereafter during the Term of this Sublease and ending on
the Sublease Expiration Date, Subtenant shall pay to Sublandlord the following
monthly installments of base rent (“Base Rental”):


 


	
  Months 1-22:

  	
   

  	
  $16,565.00/month

  



 


The first monthly installment of Base Rental shall be paid by Subtenant
upon the execution of this Sublease. 
Base Rental and additional rent (including without limitation, late
fees) shall hereinafter be collectively referred to as “Rent.”


 


(b)                                 Prorations.  If the Sublease Commencement Date is not the
first (1st) day of a month, or if the Sublease Expiration Date is not the last
day of a month, a prorated installment of monthly Base Rental based on a thirty
(30) day month shall be paid for the fractional month during which the Term
commenced or terminated.


 


(c)                                  Additional
Rent.  Beginning with the Sublease
Commencement Date and continuing to the Sublease Expiration Date, Subtenant
shall pay to Sublandlord as additional rent for this subletting all special or
after-hours cleaning, heating, ventilating, air-conditioning, elevator and other
Building charges incurred at the request of, or on behalf of, Subtenant, or
with respect to the Sublease Premises and all other additional expenses, costs
and charges payable to Landlord in connection with Subtenant’s use of the
Sublease Premises.


 


(d)                                 Operating
Expenses.  Beginning with the
Sublease Commencement Date and thereafter during the Term of this Sublease,
Subtenant shall pay to Sublandlord as additional rent for this subletting fifty
percent (50%) (“Subtenant’s Share”) of the amount that Sublandlord, as Tenant,
has to pay Landlord and/or vendors directly (i.e. utilities, janitorial, real
estate taxes, insurance and repairs and maintenance), as Tenant’s Proportionate
Share pursuant to Section 3.03, 3.05, 8.01, 8.03, 8.04, 10.02, 11.01, 11.02,
and 12.01 of the Master Lease. 
Subtenant’s Share is a percentage that reflects the ratio of the
rentable square feet in the Sublease Premises to the rentable square feet in
the Master Premises.


 


(e)                                  Payment
of Rent.  Except as otherwise
specifically provided in this Sublease, Rent shall be payable in lawful money
without demand, and without offset, counterclaim, or setoff in monthly
installments, in advance, on the first day of each and every month during the
Term of this Sublease.  All of said Rent
is to be paid to: Sento Corporation at 808 E. 
Utah Valley Drive, American Fork, Utah 84004 or at such other place or
to such agent and at such place as Sublandlord may designate by notice to
Subtenant.  Any additional rent payable
on account of items that are not payable monthly by Sublandlord to Landlord
under the Master Lease is to be paid to Sublandlord as and when such items are
payable by Sublandlord to Landlord under the Master Lease, unless a different
time for payment is elsewhere stated herein. 
Upon written request therefor,


 


2

















 


Sublandlord
agrees to provide Subtenant with copies of any statements or invoices received
by Sublandlord from Landlord pursuant to the terms of the Master Lease.


 


(f)                                    Late
Charge.  Subtenant shall pay to
Sublandlord an administrative charge One and One Half Percent (1.5%) per month
or the highest rate allowed by applicable law (“Interest Rate”) on all past-due
amounts of Rent payable hereunder, such charge to accrue from the date upon
which such amount was due until paid.


 


Intentionally
Deleted.


 


7.                                       Signage.  Subtenant is granted the right, at or about
the inception of the Term of this Sublease, to install an appropriate sign
identifying Subtenant on the Building, subject to Landlord’s and
Sublandlord’s prior written approval. 
Except for the foregoing, Subtenant shall have no right to maintain
Subtenant identification signs in any other location in, on, or about the
Premises.  The size, design, color and
other physical aspects of all such permitted signs shall also be subject to
Landlord’s and Sublandlord’s prior written approval and also shall be subject
to any covenants, conditions or restrictions encumbering the Sublease Premises
and any applicable municipal or other governmental permits and approvals.  The cost of all such signs, including the
installation, maintenance and removal thereof, shall be at Subtenant’s sole
cost and expense.  If Subtenant fails to
maintain its signs, or if Subtenant fails to remove same upon the expiration or
earlier termination of this Sublease and repair any damage caused by such
removal, then Sublandlord may do so at Subtenant’s expense and Subtenant shall
reimburse Sublandlord for all actual costs incurred by Sublandlord to effect
such removal.


 


8.                                       Parking.  Subtenant shall have the right, during the
Term of this Sublease, to use up to One Hundred Twelve (112) parking spaces in
the parking facilities of the Building as set forth in
Section      of the Master Lease.  All such parking spaces shall be at the
rates and subject to the terms and conditions set forth in the Master Lease,
and Subtenant shall reimburse Sublandlord, upon demand, for those amounts
billed to Sublandlord by Landlord for said parking privileges.


 


9.                                       Back-Up
Generator and UPS.  Subtenant has
agreed to purchase the existing back-up generator and UPS system at the
building at an agreed upon price of $100,000.00 plus sales tax of $6,250.00 to
be paid by Symantec to Sento within 30 days from the commencement of this
Sublease.  Landlord acknowledges that
use of the back-up generator and the UPS system attached to the building is
solely for Symantec’s and Sento’s use and no other tenant or future tenant in
the building. If, during the term of this Sublease, the capacity of the back-up
generator and UPS equipment becomes inadequate to service both Symantec and
Sento, then Symantec will make reasonable upgrades to the equipment and reduce
from Symantec’s Base Rental the amount of the reasonable upgrades.   It is expressly understood that Sento shall
hold Symantec harmless from any and all losses, costs, expenses and the like in
the event the back-up generator or UPS equipment fail to perform, regardless of
the reason for said failure including but not limited to Symantec’s negligence.


 


3

















 


 


10.                                 Incorporation
of Terms of Master Lease.


 


(g)                                 This
Sublease is subject to and subordinate to the Master Lease.  Subject to the modifications set forth in
this Sublease, the terms of the Master Lease are incorporated herein by
reference, and shall, as between Sublandlord and Subtenant (as if they were
Landlord and Tenant, respectively, under the Master Lease) constitute the terms
of this Sublease except to the extent that they are inapplicable to,
inconsistent with, or modified by, the terms of this Sublease.  In the event of any inconsistencies between
the terms and provisions of the Master Lease and the terms and provisions of
this Sublease, the terms and provisions of this Sublease shall govern.  Subtenant acknowledges that it has reviewed
the Master Lease and is familiar with the terms and conditions thereof.


 


(h)                                 For
the purposes of incorporation herein, the terms of the Master Lease are subject
to the following additional modifications:


 


(i)                                     In
all provisions of the Master Lease (under the terms thereof and without regard
to modifications thereof for purposes of incorporation into this Sublease)
requiring the approval or consent of Landlord, Subtenant shall be required to
obtain the approval or consent of both Sublandlord and Landlord.


 


(ii)                                  In
all provisions of the Master Lease requiring Tenant to submit, exhibit to,
supply or provide Landlord with evidence, certificates, or any other matter or
thing, Subtenant shall be required to submit, exhibit to, supply or provide, as
the case may be, the same to both Landlord and Sublandlord.  In any such instance, Sublandlord shall
determine if such evidence, certificate or other matter or thing shall be
satisfactory.


 


(iii)                               Sublandlord
shall have no obligation to restore any portion of the Sublease Premises after
any destruction or taking by eminent domain.


 


(i)                                     The
following provisions of the Master Lease are specifically excluded: Article 1,
Section 3.01, 3.02, 3.04, Article IV,V, VI, XXVI and Section 27.12.


 


11.                                 Subtenant’s
Obligations.  Subtenant covenants
and agrees that all obligations of Sublandlord under the Master Lease shall be
done or performed by Subtenant with respect to the Sublease Premises, except as
otherwise provided by this Sublease, and Subtenant’s obligations shall run to
Sublandlord and Landlord as Sublandlord may determine to be appropriate or be
required by the respective interests of Sublandlord and Landlord.  Subtenant agrees to indemnify Sublandlord,
and hold it harmless, from and against any and all claims, damages, losses,
expenses and liabilities (including reasonable attorneys’ fees) incurred as a
result of the non-performance, non-observance or non-payment of any of
Sublandlord’s obligations under the Master Lease that, as a result of this Sublease,
became an obligation of Subtenant.  If
Subtenant makes any payment to Sublandlord pursuant to this indemnity,
Subtenant shall be subrogated to the rights of Sublandlord concerning said
payment.  Subtenant shall not do, nor
permit to be done, any act or thing that is, or with notice or the passage of
time would be, a default under this Sublease or the Master Lease.


 


4

















 


12.                                 Sublandlord’s
Obligations.  Sublandlord agrees
that Subtenant shall be entitled to receive all services and repairs to be
provided by Landlord to Sublandlord under the Master Lease.  Subtenant shall look solely to Landlord for
all such services and shall not, under any circumstances, seek nor require
Sublandlord to perform any of such services, nor shall Subtenant make any claim
upon Sublandlord for any damages that may arise by reason of Landlord’s default
under the Master Lease.  Any condition
resulting from a default by Landlord shall not constitute as between
Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant,
and no such default shall excuse Subtenant from the performance or observance
of any of its obligations to be performed or observed under this Sublease, or
entitle Subtenant to receive any reduction in or abatement of the Rent provided
for in this Sublease.  In furtherance of
the foregoing, Subtenant does hereby waive any cause of action and any right to
bring any action against Sublandlord by reason of any act or omission of
Landlord under the Master Lease. 
Sublandlord covenants and agrees with Subtenant that Sublandlord will
pay all fixed rent and additional rent payable by Sublandlord pursuant to the
Master Lease to the extent that failure to perform the same would adversely
affect Subtenant’s use or occupancy of the Sublease Premises. Default by
Subtenant.  In the event Subtenant shall
be in default of any covenant of, or shall fail to honor any obligation under
this Sublease, Sublandlord shall have available to it against Subtenant all of
the remedies available (a) to Landlord under the Master Lease in the event
of a similar default on the part of Sublandlord thereunder or (b) at law
or in equity.


 


13.                                 Quiet
Enjoyment.  So long as Subtenant
pays all of the Rent due hereunder and performs all of Subtenant’s other
obligations hereunder, Sublandlord shall do nothing to affect Subtenant’s right
to peaceably and quietly have, hold and enjoy the Sublease Premises.


 


14.                                 Notices.  Anything contained in any provision of this
Sublease to the contrary notwithstanding, Subtenant agrees, with respect to the
Sublease Premises, to comply with and remedy any default in this Sublease or
the Master Lease which is Subtenant’s obligation to cure, within the period
allowed to Sublandlord under the Master Lease, even if such time period is
shorter than the period otherwise allowed therein due to the fact that notice
of default from Sublandlord to Subtenant is given after the corresponding
notice of default from Landlord to Sublandlord.  Sublandlord agrees to forward to Subtenant, promptly upon receipt
thereof by Sublandlord, a copy of each notice of default received by
Sublandlord in its capacity as Tenant under the Master Lease.  Subtenant agrees to forward to Sublandlord,
promptly upon receipt thereof, copies of any notices received by Subtenant from
Landlord or from any governmental authorities. 
All notices, demands and requests shall be in writing and shall be sent
either by hand delivery or by a nationally recognized overnight courier service
(e.g., Federal Express), in either case return receipt requested, to the
address of the appropriate party. 
Notices, demands and requests so sent shall be deemed given when the
same are received or upon refusal to accept delivery.  Notices to Subtenant shall be sent to the attention of:


 


 


Symantec Corporation


20330 Stevens Creek Blvd.


Cupertino, CA 95014


Attn:  Legal Department / General Counsel


 


5

















 


and,


 


Symantec Corporation


2500 Broadway Avenue


Santa Monica, CA 90404


Attn:  Facilities Director, The
Americas


 


 


Notices to
Sublandlord shall be sent to the attention of:


 


Sento Corporation

808 E. Utah Valley Dr.

American Fork, UT 84003


 


Attn:  Stan Cutler


 


15.                                 Broker.  Sublandlord and Subtenant represent and
warrant to each other that, with the exception of NAI Utah Real Estate, Inc.
(“Broker”), no brokers were involved in connection with the negotiation or
consummation of this Sublease. 
Subtenant agrees to pay the commission of the Broker pursuant to a
separate agreement.  Each party agrees
to indemnify the other, and hold it harmless, from and against any and all
claims, damages, losses, expenses and liabilities (including reasonable
attorneys’ fees) incurred by said party as a result of a breach of this
representation and warranty by the other party.


 


16.                                 Condition
of Premises.  Subtenant acknowledges
that it is subleasing the Sublease Premises “as-is” and that Sublandlord is not
making any representation or warranty concerning the condition of the Sublease
Premises and that Sublandlord is not obligated to perform any work to prepare
the Sublease Premises for Subtenant’s occupancy.  Subtenant acknowledges that it is not authorized to make or do
any alterations or improvements in or to the Sublease Premises, except as
permitted by the provisions of this Sublease and the Master Lease, and that it
must deliver the Sublease Premises to Sublandlord on the Sublease Expiration
Date in the condition required by the Master Lease.


 


17.                                 Consent
of Landlord.  Section 14.01 of
the Master Lease requires Sublandlord to obtain the written consent of Landlord
to this Sublease.  Sublandlord shall
solicit Landlord’s consent to this Sublease promptly following the execution
and delivery of this Sublease by Sublandlord and Subtenant.  In the event Landlord’s written consent to
this Sublease has not been obtained within ninety (90) days after the execution
hereof, then this Sublease may be terminated by either party hereto upon notice
to the other, and upon such termination neither party hereto shall have any
further rights against or obligations to the other party hereto.


 


18.                                 Termination
of the Lease.  If for any reason the
term of the Master Lease shall terminate prior to the Sublease Expiration Date,
this Sublease shall automatically be terminated, and Sublandlord shall not be
liable to Subtenant by reason thereof, unless said termination shall have been
caused by the default of Sublandlord under the Master Lease and said
Sublandlord’s default was not as a result of a Subtenant’s default hereunder.


 


6

















 


19.                                 Assignment
and Subletting.


 


(j)                                     Independent
of and in addition to any provisions of the Master Lease, including without
limitation the obligation to obtain Landlord’s consent to any assignment, it is
understood and agreed that Subtenant shall have no right to sublet the Sublease
Premises or any portion thereof or any right or privilege appurtenant thereto;
provided, however, that, subject to the provisions of this Section 18,
Subtenant shall have the right to assign this Sublease or any interest therein,
and to suffer or permit any other person (other than agents, servants or
associates of the Subtenant) to occupy or use the Sublease Premises, only upon
the prior written consent of Sublandlord and Landlord, which consent shall not
be unreasonably withheld.  Any
assignment by Subtenant without Sublandlord’s prior written consent shall be
void and shall, at the option of Sublandlord, terminate this Sublease.


 


(k)                                  Subtenant
shall advise Sublandlord by notice of (i) Subtenant’s intent to assign
this Sublease, (ii) the name of the proposed assignee and evidence
reasonably satisfactory to Sublandlord that such proposed assignee is
comparable in reputation, stature and financial condition to tenants then
leasing comparable space in comparable buildings, and (iii) the terms of
the proposed assignment.  Sublandlord
shall, within thirty (30) days of receipt of such notice, and any additional
information requested by Landlord concerning the proposed assignee’s financial
responsibility, elect one of the following:


 


(i)                                     Consent
to such proposed assignment;


 


(ii)                                  Refuse
such consent, which refusal shall be on reasonable grounds; or


 


(iii)                               Elect
to terminate the Sublease, effective thirty (30) days after Sublandlord
delivers notice of its election to Subtenant.


 


(l)                                     In
the event that Sublandlord shall consent to an assignment under the provisions
of this Section 18, Subtenant shall pay Sublandlord’s reasonable processing
costs and reasonable attorneys’ fees incurred in giving such consent.  Notwithstanding any permitted assignment,
Subtenant shall at all times remain directly, primarily and fully responsible
and liable for all payments owed by Subtenant under the Sublease and for
compliance with all obligations under the terms, provisions and covenants of
the Sublease.  If, for any proposed
assignment, Subtenant receives Rent or other consideration, either initially or
over the term of the assignment, in excess of the Rent required by this
Sublease, after a deduction for the following: 
(a) any brokerage commission paid by Subtenant in connection
therewith and (b) any reasonable attorneys’ fees in connection with
preparing and negotiating an assignment document (“Profit”), then Subtenant
shall pay to Sublandlord as additional Rent, Fifty percent (50%) of such Profit
or other consideration received by Subtenant within five (5) days of its
receipt by Subtenant or, in the event the assignee makes payment directly to
Sublandlord, Sublandlord shall refund Fifty percent (50%) of the Profit to Subtenant
after deducting (a) and (b) above.


 


7

















 


(m)                               Occupancy of all or part of the Sublease
Premises by parent, subsidiary, or affiliated companies or a joint venture
partnership of Subtenant shall not be deemed an assignment or subletting
provided that such parent, subsidiary or affiliated companies or a joint
venture partnership were not formed as a subterfuge to avoid the obligation of
this Section 18.  If Subtenant is
a corporation, unincorporated association, trust or general or limited
partnership, then the sale, assignment, transfer or hypothecation of any
shares, partnership interest, or other ownership interest of such entity, the
dissolution, merger, consolidation, or other reorganization of such entity or
the sale, assignment, transfer or hypothecation of the assets of such entity,
shall not be deemed an assignment or sublease subject to the provisions of this
Section 18.


 


20.                                 Limitation
of Estate.  Subtenant’s estate shall
in all respects be limited to, and be construed in a fashion consistent with,
the estate granted to Sublandlord by Landlord. 
Subtenant shall stand in the place of Sublandlord and shall defend,
indemnify and hold Sublandlord harmless with respect to all covenants,
warranties, obligations, and payments made by Sublandlord under or required of
Sublandlord by the Master Lease with respect to the Subleased Premises.  In the event Sublandlord is prevented from
performing any of its obligations under this Sublease by a breach by Landlord of
a term of the Master Lease, then Sublandlord’s sole obligation in regard to its
obligation under this Sublease shall be to use reasonable efforts in diligently
pursuing the correction or cure by Landlord of Landlord’s breach.


 


21.                                 Entire
Agreement.  It is understood and
acknowledged that there are no oral agreements between the parties hereto
affecting this Sublease and this Sublease supersedes and cancels any and all
previous negotiations, arrangements, brochures, agreements and understandings,
if any, between the parties hereto or displayed by Sublandlord to Subtenant
with respect to the subject matter thereof, and none thereof shall be used to
interpret or construe this Sublease. 
This Sublease, and the exhibits and schedules attached hereto, contain
all of the terms, covenants, conditions, warranties and agreements of the
parties relating in any manner to the rental, use and occupancy of the Sublease
Premises and shall be considered to be the only agreements between the parties
hereto and their representatives and agents. 
None of the terms, covenants, conditions or provisions of this Sublease
can be modified, deleted or added to except in writing signed by the parties
hereto.  All negotiations and oral
agreements acceptable to both parties have been merged into and are included
herein.  There are no other
representations or warranties between the parties, and all reliance with
respect to representations is based totally upon the representations and
agreements contained in this Sublease.


 


8

















 


IN WITNESS
WHEREOF, the parties have entered into this Sublease as of the date first
written above.


 


	
   

  	
  SUBTENANT:

  
	
   

  	
   

  
	
   

  	
  Symantec Corporation,

  
	
   

  	
  a Delaware Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its: 

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUBLANDLORD:

  
	
   

  	
   

  
	
   

  	
  Sento Corporation, Inc.,

  
	
   

  	
  a Utah Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its: 

  	
   

  	
   

  



 


9

















EXHIBIT A


 


COPY OF MASTER LEASE


 

















 


EXHIBIT B


 


DEMISING PLAN


 

















 


EXHIBIT C


 


CONSENT


 


The undersigned Landlord under the Lease hereby consents to the
foregoing Sublease conditioned upon the following to which all parties agrees:


 


1.                                       Subtenant’s
agreement to perform Sublandlord’s obligations under the Lease during the
Sublease term is for the benefit of both Sublandlord and Landlord.


 


2.                                       Subtenant’s
agreement to perform such obligations shall not relieve Subtenant of its
primary and unconditional liability for payment of rental and other charges and
performances of Sublandlord’s obligations as Tenant under the Lease during the
full term of the Lease.


 


 


	
  LANDLORD:

  	
   

  	
  SUBLANDLORD:

  
	
   

  	
   

  	
   

  
	
  PRACVEST

  	
   

  	
  Sento Corporation, Inc.,

  
	
  a Utah Limited Liability Company

  	
   

  	
  a Utah Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
  Its: 

  	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SUBTENANT:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Symantec Corporation,

  	
   

  	
   

  
	
  a Delaware Corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its: 

  	
   

  	
   

  	
   

  



 

















 


LANDLORD’S CONSENT TO SUBLEASE


 


The undersigned Landlord under the Lease hereby consents to the
foregoing Sublease conditioned upon the following to which all parties agrees:


 


3.                                       Subtenant’s
agreement to perform Sublandlord’s obligations under the Lease during the
Sublease term is for the benefit of both Sublandlord and Landlord.


 


4.                                       Subtenant’s
agreement to perform such obligations shall not relieve Subtenant of its
primary and unconditional liability for payment of rental and other charges and
performances of Sublandlord’s obligations as Tenant under the Lease during the
full term of the Lease.


 


 


	
  LANDLORD:

  
	
   

  
	
  PRACVEST

  
	
  a Utah Limited Liability Company

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  
	
  Date:

  	
   

  	
  .