Exhibit 10.28





 


COMMERCIAL LEASE


 


THIS
LEASE is made on the 1st
day of August 2002.


 


The Landlord hereby agrees to lease to the Tenant, and
the Tenant hereby agrees to hire and take from the Landlord, the Leased Premises described below pursuant to the terms and conditions
specified herein:


 


	LANDLORD:	Medical Property Partner	 	TENANT(S):	Network Medical Management
	 	 	 	 	 
	Address:	1668 S. Garfield Ave	 	Address:	1668 S. Garfield Ave
	 	 	 	 	 
	 	Alhambra, CA 91801	 	 	Alhambra, CA 91801


 


1.     Leased
Premises. The Leased Premises are those premises described as:


 


1680
S. Garfield Ave


 


Alhambra,
CA 91801


 


2.     Term.
The term of the Lease shall be for a period of 5 year(s) commencing
on the 1st day of September,
2002 ending on the 31st
day of August, 2007 unless
sooner terminated as hereinafter provided. If Tenant remains in possession of the Leased Premises with the written consent of
the Landlord after the lease expiration date stated above, this Lease will be converted to a month-to-month Lease and each party
shall have the right to terminate the Lease by giving at least one month’s prior written notice to the other party.


 


3.     Rent.
The Tenant agrees to pay the ANNUAL RENT of see
addendum Dollars
($                     )
payable in equal installments $ see adden.
 in advance on the first day of each and every calendar
month during the full term of this Lease.






 


 


 


5.     Security
Deposit. The
sum of zero Dollars ($0.00) is deposited by the Tenant with
the Landlord as security for the faithful performance of all the covenants and conditions of the lease by the said Tenant. If
the Tenant faithfully performs all the covenants and conditions on his part to be performed, then the sum deposited shall be returned
to the Tenant.


 


6.     Delivery
of Possession. If for any reason the Landlord cannot deliver
possession of the leased property to the Tenant when the lease term commences, this Lease shall not be void or voidable, nor shall
the Landlord be liable to the Tenant for any loss or damage resulting therefrom. However, there shall be an abatement of rent for
the period between the commencement of the lease term and the time when the Landlord delivers possession.


 


7.     Use
of Leased Premises. The Leased Premises may be used only for
the following purpose(s):


 


general
office use


 


8.     Utilities.
Except as specified below, the Tenant shall be responsible
for all utilities and services that are furnished to the Leased Premises. The application for and connecting of utilities, as well
as all services, shall be made by and only in the name of the Tenant: (List exceptions, if any)


 


none


 


9.     Condition
of Leased Premise; Maintenance and Repair. The Tenant acknowledges that the Leased Premises are in good order and repair.
The Tenant agrees to take good care of and maintain the Leased Premises in good condition throughout the term of the Lease.


 



 


 


10.    Compliance
with Laws and Regulations. Tenant, at its expense, shall promptly comply with all federal, state, and municipal laws,
orders, and regulations, and with all lawful directives of public officers, which impose any duty upon it or Landlord with respect
to the Leased Premises. The Tenant at its expense, shall obtain all required licenses or permits for the conduct of its business
within the terms of this lease, or for the making of repairs, alterations, improvements, or additions. Landlord, when necessary,
will join with the Tenant in applying for all such permits or licenses.


 


11.    Alterations
and Improvements. Tenant shall not make any alterations, additions, or improvements to, or install any fixtures on,
the Leased Premises without Landlord’s prior written consent. If such consent is given, all alterations, additions, and improvements
made, and fixtures installed by Tenant shall become Landlord’s property at the end of the Lease/term. Landlord may, however,
require Tenant to remove such fixtures, at Tenant’s expense, at the end of the Lease term.



 





 


 




     

     


    


 


 12.    Assignment/Subletting
Restrictions. Tenant may not assign this agreement or sublet the Leased Premises without the prior written consent
of the Landlord. Any assignment, sublease or other purported license to use the Leased Premises by Tenant without the Landlord’s
consent shall be void and shall (at Landlord’s option) terminate this Lease. 


 


13.    Insurance.


 


(i)       By Landlord. Landlord shall at all times during the term of this Lease, at its expense, insure and keep in effect on the building in which the Leased Premises are located fire insurance with extended coverage. The Tenant shall not permit any use of the Leased Premises which will make voidable any insurance on the property of which the Leased Premises are a part, or on the contents of said property or which shall be contrary to any law or regulation from time to time established by the applicable fire insurance rating association. Tenant shall on demand reimburse the Landlord, and all other tenants, the full amount of any increase in insurance premiums caused by the Tenant’s use of the premises.


 


(ii)       By Tenant. Tenant shall, at its expense, during the term hereof, maintain and deliver to Landlord public liability and property damage and plate glass insurance policies with respect to the Leased Premises. Such policies shall name the Landlord and Tenant as insureds, and have limits of at least $1,000,000 for injury or death to any one person and $1,000,000 for any one accident, and $n/a with respect to damage to property and with full coverage for plate glass. Such policies shall be in whatever form and with such insurance companies as are reasonably satisfactory to Landlord, shall name the Landlord as additional insured, and shall provide for at least ten days’ prior notice to Landlord of cancellation.



 


14.    Indemnification
of Landlord. Tenant shall defend, indemnify, and hold Landlord harmless from and against any claim, loss, expense or
damage to any person or property in or upon the Leased Premises, arising out of Tenant’s use or occupancy of the Leased Premises,
or arising out of any act or neglect of Tenant or its servants, employees, agents, or invitees.


 


15.    Condemnation.
If all or any part of the Leased Premises is taken by eminent domain, this lease shallexpire onthe date of such
taking, and the rent shall be apportioned as of that date. No part of any award shall belong to Tenant.


 


16.    Destruction
of Premises. If the building in which the Leased Premises is located is damaged by fire or other casualty, without Tenant’s
fault, and the damage is so extensive as to effectively constitute a total destruction of the property or building, this Lease
shall terminate and the rent shall be apportioned to the time of the damage. In all other cases of damage without Tenant’s
fault, Landlord shall repair the damage with reasonable dispatch, and if the damage has rendered the Leased Premises wholly or
partially untenantable, the rent shall be apportioned until the damage is repaired. In determining what constitutes reasonable
dispatch, consideration shall be given to delays caused by strikes, adjustment of insurance, and other causes beyond the Landlord’s
control.


 


17.    Landlord’s
Rights upon Default. In the event of any breach of this lease by the Tenant, which shall not have been cured within
TEN (10) DAYS, then the Landlord, besides other rights or remedies it may have, shall have the immediate right of reentry and may
remove all persons and property from the Leased Premises; such property may be removed and stored in a public warehouse or elsewhere
at the cost of, and for the account of, the Tenant. If the Landlord elects to reenter as herein provided, or should it take possession
pursuant to any notice provided for by law, it may either terminate this Lease or may, from time to time, without terminating this
lease, relet the Leased Premises or any part thereof, for such term or terms and at such rental or rentals and upon such other
terms and conditions as the Landlord in Landlord's own discretion may deem advisable. Should rentals received from such reletting
during any month be less than that agreed to be paid during the month by the Tenant hereunder, the Tenant shall pay such deficiency
to the Landlord monthly. The Tenant shall also pay to the Landlord, as soon as ascertained, the cost and expenses incurred by the
Landlord, including reasonable attorney fees, relating to such reletting.


 


18.   Quiet
Enjoyment. The Landlord agrees that if the Tenant shall pay the rent as aforesaid and perform the covenants and agreements
herein contained on its part to be performed, the Tenant shall peaceably hold and enjoy the said rented premises without hindrance
or interruption by the Landlord or by any other person or persons acting under or through the Landlord.


 


19.   Landlord’s
Right to Enter. Landlord may, at reasonable times, enter the Leased Premises to inspect it, to make repairs or alterations,
and to show it to potential buyers, lenders or tenants.


 


20.   Surrender
upon Termination. At the end of the lease term the Tenant shall surrender the leased property in as good condition as
it was in at the beginning of the term, reasonable use and wear excepted.


 


21.   Subordination.
This lease, and the Tenant’s leasehold interest, is and shall be subordinate, subject and inferior to any and
all liens and encumbrances now and thereafter placed on the Leased Premises by Landlord, any and all extensions of such liens and
encumbrances and all advances paid under such liens and encumbrances.


 


22.   Additional
Provisions:


 


23.   Miscellaneous
Terms.


 


(i)       Notices.
Any notice, statement, demand or other communication by one party to the other, shall be given by personal delivery
or by mailing the same, postage prepaid, addressed to the Tenant at the premises, or to the Landlord at the address set forth above.


 


(ii)      Severability.
If any clause or provision herein shall be adjudged invalid or unenforceable by a court of competent jurisdiction or
by operation of any applicable law, it shall not affect the validity of any other clause or provision, which shall remain in full
force and effect.


 


(iii)       Waiver.
The failure of either party to enforce any of the provisions of this lease shall not be considered a waiver of that
provision or the right of the party to thereafter enforce the provision.


 


(iv)       Complete
Agreement. This Lease constitutes the entire understanding of the parties with respect to the subject matter hereof
and may not be modified except by an instrument in writing and signed by the parties.


 


(v)       Successors.
This Lease is binding on all parties who lawfully succeed to the rights or take the place of the Landlord or Tenant,


 


24.   [FOR
LEASED PREMISES IN FLORIDA ONLY]: RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated
in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that
exceed federal and state guidelines have been found in buildings in Florida, Additional information regarding radon and radon
testing may be obtained from your county public health unit. 


 


 


 


Read
the instructions and other important information on the package. When using this form you will be acting as your own attorney
since Rediform, its advisors and retailers do not render legal advice or services. Rediform, its advisors and retailers assume
no liability for loss or damage resulting from the use of this form.


  




     

     


    

 


	LEASE ADDENDUM	 
	 	 
	Date: August 1, 2002	 
	 	 
	By and between (Landlord): 	Medical Property Partners, LLC
	 	 
	  (Tenant):	Network Medical  Management Inc.
	 	 
	Leased Premises:	1668 S.  Garfield Ave. Alhambra


 


		I)	BASE RENT PER MONTH:



Tenant shall pay to Landlord as rent for the
premises (total rental area 22,584 sq. ft.) the rate of $2.25 per sq. ft. per month ($50,814.00/month), in advance on the
first day of each month during the first two years of the lease. During the third year through the fifth year. Tenant shall
pay to Landlord at the rate of $2.50 per sq. ft. per month ($56,460.00/month).


 


		II)	TENANT IMPROVEMENT ALLOWANCE:



Tenant shall commence the installation of certain
improvements. Landlord will contribute an amount equal to $40.00 per sq. ft. towards the tenant improvement. The tenant improvements
shall be paid by the Landlord in the process of the construction.


 


		III)	OPTION TO RENEW



Tenant shall have the option to extend the lease
for two (2) consecutive five (5) year's terms after the expiration of the initial lease term. During the renewal term, there shall
be annual C.P.I. rental adjustments to the $2.50 per sq. ft. rent basing on the Consumer’s Price Index of County of Los Angeles.
The option shall be exercised by written notice given to Landlord not less than one year prior to the expiration of the initial
lease term.


 


		IV)	PROPERTY TAXES, INSURANCE, AND COMMON AREA EXPENSES:



Tenant agrees to pay his pro-rata share of all real
property taxes, insurance, utilities, and maintenance and repair as well as other operating expenses for the common area.


 


		V)	The Landlord, at his expense, shall make all necessary repairs and replacements to the Leased Premises,
including the repair and replacement of pipes, electrical wiring, heating and plumbing systems.