**SUB-SUBLEASE AGREEMENT**

 

 

                THIS SUB-SUBLEASE AGREEMENT(“Sublease”) is entered into as of this 2nd day of August, 2002, by and betweenThe Titan Corporation, a Delaware corporation (“Sub-sublandlord”), and SureBeamCorporation, a Delaware corporation (“Sub-subtenant”).

 

RECITALS

 

A.            Sublandlord, hereindefined, is the Tenant under that certain Lease by and between **B/GManagement**, (“Landlord”), and Sublandlord, as Tenant, dated October6, 1999 (such lease, as it may be amended from time to time, the “Master Lease”),for certain space located at 6780 Sierra Court, Suite A, Dublin, CA (the“Premises”).

 

 

B.            Sub-sublandlord isthe Sublessee under that certain Sublease by and between **Zendex Corporation**,(“Sublandlord”), and Sub-sublandlord, as Sublessee, dated August 15, 2000 (suchsublease, as it may be amended from time to time, the “Sublease”), for certainspace located at 6780 Sierra Court, Suite A, Dublin, CA (the “Premises”).

 

C.            Sub-subtenant wishesto Sub-sublease the Premises from Sub-sublandlord.

 

 

                Now, therefore, for good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereby agree as follows:

 

**1.             Basic Sublease Information.**

 

Theinformation set forth in this Section (the “Basic Sub-sublease Information”) isintended to supplement and/or summarize the provisions set forth in the balanceof this Sub-sublease.  Each reference inthis Sub-sublease to any of the terms set forth below shall mean the respectiveinformation set forth next to such term as amplified, construed or supplementedby the particular Section(s) of the Sub-sublease pertaining to suchinformation.  In the event of a conflictbetween the provisions of this Section and the balance of the Sub-sublease, thebalance of the Sub-sublease shall control.

 
| Sub-sublandlord:                                   |   | The Titan  Corporation, a Delaware corporation                                                               |
|----------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------|
|                                               |   |                                                                                                         |
| Sub-sublandlord’s  Address  for Notices: |   | The Titan  Corporation   3033 Science Park Road   San Diego, CA 92122   Attn: Real Estate   (858) 552 - 9500 |
|                                               |   |                                                                                                         |
| Sub-subtenant:                                     |   | SureBeam Corporation,  a Delaware corporation                                                                |
|                                               |   |                                                                                                         |
| Sub-subtenant’s Address  for  Notices:   |   | SureBeam Corporation9276 Scranton Road,Suite 600San Diego, CA 92121Attn: Jerry Nelson   (858) 795-62348      |

 

 

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|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|----------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Sub-subleased  Premises:         |   | Approximately  8,500 rentable square feet of the second floor, known as Suites A of the  Premises as described on Exhibit A.                                                                                                                                                                                                                                                                                                                                                                             |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Building:                        |   | 6780 Sierra  Court, Dublin, CA                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Permitted  Use:                  |   | As specified  in **Section  8** of the Administrative Office.                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Base Rent:                       |   | Eleven  Thousand, Four Hundred, Seventy-five Dollars and Fifty-seven Cents  ($11,475.00) per month (except for any partial month during the term of this  Sub-sublease, in which case Base Rent for such month shall be pro-rated based  on the number of days in that month), escalating as follows:  9/15/02 —   $11,900.00 per month / $142,800 per year 9/15/03 —  $12,325.00 per month / $147,900 per year  9/15/04 —  $12,750.00 per month /  $153,000 per year |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Commencement  Date:              |   | The term of  the Sub-sublease shall commence   on August 2, 2002 (the “Commencement Date”).                                                                                                                                                                                                                                                                                                                                                                                          |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Expiration  Date:                |   | The  Expiration Date shall be January 31, 2005, or such earlier date, if any, on  which the Master Lease is terminated or expires or this Sub-sublease is terminated  pursuant to the terms herein.                                                                                                                                                                                                                                                                                                      |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Sub-subtenant’s  Insurance: |   | Specified  and as required in **Section 4.04** of the Master Lease.                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Security  Deposit:               |   | As set forth  in Section 7 of the Sublease and Section 14 herein.                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

 

**2.             Sub-sublease.**

 

Sub-sublandlordhereby Sub-subleases to Sub-subtenant, and Sub-subtenant hereby Sub-subleasesfrom Sub-sublandlord, the Sub-subleased Premises upon all of the terms,covenants and conditions in this Sub-sublease.

 

**3.             Delivery Condition.**

 

Sub-subtenant acknowledges that it takespossession of the Sub-subleased Premises in its “as is” condition, and furtheracknowledges that Sub-sublandlord has made no representations or warranties ofany kind or nature, whether express or implied, with respect to theSub-subleased Premises, the remainder of the Premises, the common areas, or theBuilding, nor has Sub-sublandlord agreed to undertake or perform anymodifications, alterations, or improvements to the Sub-subleased Premises, theremainder of the Premises, the common areas or the Building which would inureto Sub- subtenant’s benefit.

 

**                4.             Term.**

 

4.1           Term.  The term (the “Term”) of this Sub-sublease**shallcommence on the Commencement Date, and shall end on the Expiration Date.

 

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4.2           Surrender.  Sub-subtenant shall, on or before theExpiration Date, remove all personal property, furniture, trade fixtures andother equipment, provided that the removal of the same does not adverselyaffect the Building structure or any Building operating system or is notprohibited by the Master Lease, and that Sub-subtenant promptly repairs anydamage to the Building structure or its operating systems caused by suchremoval pursuant to the requirements of the Master Lease.  In the event that Sub-subtenant fails toremove any such items as required by this Section 4.2 by the Expiration Date,all such items remaining on the Sub-subleased Premises after the ExpirationDate shall be deemed abandoned and Sublandlord may dispose of such items as itsees fit, without liability to Sub-subtenant. Sub-subtenant shall also be responsible for the removal, on or beforethe Expiration Date, of all alterations as required under the Master Leaseinstalled by Sub-subtenant pursuant to this Sub-sublease and shall beresponsible for any associated repair or restoration of the Sub-subleasedPremises required under the Master Lease. In all other respects, Sub-subtenant shall deliver the Sub-subleasedPremises broom clean, in its condition as of the Commencement Date, reasonablewear and tear and casualty excepted.  Inno event shall Sub-subtenant remove any of the plumbing, electrical, datalines, and HVAC system(s), except as otherwise required pursuant to thisSection 4.2.

 

Sub-subtenant shall vacate and deliver possessionof the Sub-subleased Premises free of all liens, charges or encumbrancesresulting from any act or omission on Sub-subtenant’s part, and free and clearof any and all violations of any law, rule or regulation of any federal, state,municipal or other agency or authority by reason of Sub-subtenant’s actions orfailures to fulfill any of its obligations under this Sub-sublease(“Violations”).  Sub-subtenant shallindemnify Sub-sublandlord against any and all loss, expense, damage, costs orattorneys’ fees arising out of Violations occurring any time on or after theCommencement Date.  The voluntary orother surrender of this Sub-sublease by Sub-subtenant, or a mutual cancellationthereof, shall not automatically terminate any sub-sub-subleases or subsequenttenancies or other agreements by which Sub-subtenant has granted rights tothird parties to all or any part of the Sub-subleased Premises, but shall, atthe option of Sub-sublandlord, either (1) terminate all or any existingSub-subleases or Sub-subtenancies or such other agreements, or (2) operate asan assignment to Sub-sublandlord of any or all such reletting or such otheragreements.

 

4.3           HoldingOver.  If Sub-subtenant remains inpossession of the Sub-subleased Premises after the Expiration Date, suchoccupancy shall constitute a tenancy at sufferance, and Sub- subtenant shall beobligated to pay 125% of the rental installments as specified in Section 5 ofthis Sub-sublease and Sub-subtenant shall be liable to Sub-sublandlord for anyand all claims, damages, liabilities, costs and expenses (including attorneys’fees and expenses) incurred by Sub-sublandlord and arising out ofSub-subtenant’s failure to timely surrender the Sub-subleased Premises inaccordance with the requirements of this Sub-sublease, including, withoutlimitation those incurred by Sub-sublandlord arising under the Master Lease.

 

**5.             Rent.**

 

As used in this Sub-sublease, the term “Rent”shall include (1) Base Rent and (2) all other amounts which Sub-subtenant isobligated to pay under the terms of this Sub-sublease.

 

5.1           Rent.  Base Rent is as specified in Section 1(Basic Sub-sublease Information).  BaseRent shall be paid by Sub-subtenant to the Sublandlord for the Sub-sublandlord  as set forth in Sections 6 of the Subleaseand as subsequently amended or modified.

 

                Sub-subtenant shall also be solely responsible for any and allincreases in Rent or any added cost or charge which has arisen solely becauseof Sub-subtenant’s tenancy in the Sub-subleased Premises, 

 

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including, without limitation, any and all heat, water and sewercharges, electric and other utility charges, as well as any other servicecharges required by the Master Lease, Sublease and relating to theSub-subleased Premises and/or Sub-subtenant’s occupation thereof that are notalready then covered by the Base Rent (as defined in the Master Lease),Operating Expenses (as defined in the Master Lease) or Tax Expenses (as definedin the Master Lease) passed through to Sub-sublandlord under the Master Lease.

 

                                5.2           [INTENTIONALLY OMITTED]

 

5.3           Mannerof Payment.  All Rent or otherpayment due from Sub-subtenant to Sub-sublandlord hereunder shall be paid inlawful money of the United States, without any prior demand therefor andwithout any deduction or setoff whatsoever, at the Sublandlord’s addresspursuant to Section 6 or such other place as Sub-sublandlord and/or Sublandlordshall from time to time designate (including, without limitation, by wiretransfer of immediately available funds to an account specified bySub-sublandlord) by written notice provided to Sub-subtenant at least five (5)days prior to the date on which such Rent or other amount first becomespayable.

 

                **6.             Useand Compliance With Laws.**

 

Sub-subtenant shall use theSub-subleased Premises for the Permitted Use (as specified in the BasicSub-sublease Information) during the Term of this Sub-sublease, and for noother use or uses.  Sub-subtenant shallnot engage in any activities prohibited by the Master Lease.  Sub-subtenant shall not use or storeflammable or hazardous materials on the Sub-subleased Premises, except to theextent normally used in the ordinary course of business with respect to thePermitted Use unless such materials are specifically prohibited in theLease.  Sub-subtenant shall not performany act or carry on any practice which may injure the Sub-subleased Premises orcause any offensive odors or noises that constitute a nuisance or menace to anyother tenant or tenants of the Building or the Premises or other persons, andin no event shall any noises or odors be emitted from the Sub-subleasedPremises.  Nothing shall be done upon orabout the Sub-subleased Premises which shall be unlawful, improper, or contraryto any law, ordinance, regulation or requirement of any public authority orinsurance inspection or rating bureau or similar organization havingjurisdiction and Sub-subtenant shall be in compliance at all times with allsuch laws, ordinances, regulations and requirements.  Sub-subtenant shall observe and comply with, and shall cause itsemployees, agents and invitees to observe and comply with the restrictions setforth in this Sub-sublease. Sub-subtenant agrees to comply with all rules and regulations thatMaster Landlord has made or may hereafter from time to time make for theBuilding and/or the Premises. Sub-sublandlord shall not be liable to Sub-subtenant or any partyclaiming through Sub-subtenant in any way for damage caused by the failure ofany of the other tenants of the Building to comply with such similar or othercovenants in their leases or of such rules and regulations.

 

                **7.             Insurance.**

**                               **Sub-subtenantshall obtain at its sole expense the insurance required under Section 4.04 ofthe Master Lease effective as of the Commencement Date.  Additionally, Sub-subtenant shall nameSub-sublandlord, Sublandlord and Master Landlord as additional insureds, intheir capacity as Master Landlord Sublandlord, and Sub-sublandlord, and shallfurnish Sub-sublandlord on or before the Commencement Date with certificates ofinsurance from its insurer, with respect to such insurance, which certificatesshall state that such insurance shall not be cancelled unless thirty (30) daysprior written notice shall have been given to Master Landlord and Sublandlord.

 

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                **8.             Assignmentand Subletting.**

 

                                Sub-subtenant shall not directly orindirectly, voluntarily or by operation of law, sell, assign, encumber, pledgeor otherwise transfer or hypothecate any of its interest in or rights withrespect to the Sub-subleased Premises or Sub-subtenant’s leasehold estatehereunder (collectively, “Assignment”), or permit all or any portion of theSub-subleased Premises to be occupied by anyone (whether pursuant to a license,concession or otherwise) other than Sub-subtenant or sublet all or any portionof the Sub-subleased Premises, without the prior written consent of MasterLandlord, Sublandlord and Sub-sublandlord.

 

                **9.             Alterations.**

 

                                Sub-subtenant shall not make or sufferto be made any alterations, additions or improvements to the Sub-subleasedPremises, including, without limitation, those related to electrical cablingand/or systems, plumbing, data cabling, HVAC systems, or modifications toexisting finishes, without the prior written consent of Master Landlord, asrequired under the Master Lease, and of Sublandlord and Sub-sublandlord.  Additionally, Sub-subtenant shall be subjectto the standards for repairs and alterations set forth in the Master Lease.

 

**                10.          Repairsand Maintenance.**

 

10.1         Sub-subtenant’sResponsibility.  Sub-subtenant shallbe responsible for the maintenance and repair of the Sub-subleased Premises inaccordance with the provisions of the Master Lease or Sublease.

 

10.2         Sublandlord’sResponsibility.  As between theparties to this Sub-sublease, Sublandlord shall have no responsibility orliability to the Sub-subtenant or anyone claiming through Sub-subtenant, forthe Sub-subleased Premises including, without limitation, the roof, roofcovering, foundation, subfloors, building structural components, major buildingsystems (plumbing, electrical and heating, air conditioning and ventilationsystems), and exterior walls of the Sub-subleased Premises.

 

                **11.          Default.**

 

Sub-subtenant shall be subjectto the same default provisions as specified in Article Ten of the Master Leaseas if it were the tenant thereunder, and Sublandlord shall have all theremedies specified therein, as if it were Master Landlord, including, withoutlimitation, the right to terminate the Sub-sublease and right to performSub-subtenant’s obligations under this Sub-sublease at Sub-subtenant’scost.  Notwithstanding the foregoing,Sub-subtenant shall only be entitled to one-half  (1/2) of the cure period for a default, if any, provided forunder the Master Lease and Sublease.

 

                **12.          Indemnity.**

 

                                In addition tosuch indemnities as may be provided for in the Master Lease, Sub-subtenantagrees to indemnify and hold Sub-sublandlord and its affiliates, officers,agents, servants, employees and independent contractors (individually a“Sublandlord Party” and collectively, “Sublandlord Parties”) harmless againstall loss, damage, liability, or expense suffered or claimed against anySub-sublandlord Party, by any person or entity (i) caused by or otherwisearising from, in whole or in part, any breach or default by Sub-subtenant ofany covenant or obligation it has hereunder (including but not limited to allcovenants or obligations of the tenant under the Master Lease assumed bySub-subtenant pursuant to the terms of this Sub-sublease), or (ii) caused by orin connection with anything owned or controlled by 

 

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Sub-subtenantexcept to the extent arising as a result of the gross negligence or willfulmisconduct of Sub-sublandlord or its employees, agents, representatives,successors or assigns, or (iii) resulting from any act, failure to act, ornegligence of Sub-subtenant or its employees, agents or invitees, or (iv)resulting from any nuisance suffered on the Sub-subleased Premises, except fordamage or injury to third parties or property resulting from the proven grossnegligence of Sub-sublandlord, Sublandlord, Landlord or their respectiveemployees, agents, representatives, successors or assigns.  Sub-subtenant further agrees to indemnifySub-sublandlord and hold Sub-sublandlord harmless from all losses, damages,liabilities and expenses which Sub-sublandlord may incur, or for whichSub-sublandlord may be liable to Sublandlord, arising from the acts oromissions of Sub-subtenant which are or are alleged to be defaults ofSub-sublandlord under the Sublease or are the subject matter of any indemnityor hold harmless of Sub-sublandlord, as tenant, to Sublandlord under theSublease.  The obligations ofSub-subtenant to indemnify Sub-sublandlord and/or the Sub-sublandlord Partiesand/or hold the Sub-sublandlord and/or the Sub-sublandlord Parties harmless inthis Section 12 and elsewhere herein shall survive the expiration or othertermination of this Sub-sublease.

 

                **13.          MasterLease and Sublease.**

 

                13.1 (a)   Master Lease and Sublease.  Notwithstanding anything in thisSub-sublease to the contrary, the rights of Sub-subtenant shall be subject toand limited by the terms and conditions contained in the Master Lease betweenSublandlord and Master Landlord as applicable to tenant thereunder, as they maybe amended from time to time. Sublandlord shall have the right to amend the Master Lease from time totime without the consent of Sub-subtenant provided that any such amendmentshall not adversely affect Sub-subtenant’s ability to continue its then currentoperations in the Sub-subleased Premises, increase any of the rental or otherpayments required to be made by Sub-subtenant hereunder or otherwise materiallyand adversely change Sub-subtenant’s rights and obligations hereunder.  Sublandlord shall endeavor to giveSub-subtenant notice of any amendment to the Master Lease, but the failure togive such notice shall not affect the validity of such amendment or itsapplicability to Sub-subtenant, except that Sub-subtenant shall have noobligation to comply with the terms of any such amendment until it has receiveda copy.  Any rights granted toSub-subtenant herein which are limited by the Master Lease shall be deemed tobe so limited by this Sub-sublease.

                13.1 (b)   Sublease and Sub-sublease.  Notwithstanding anything in thisSub-sublease to the contrary, the rights of Sub-subtenant shall be subject toand limited by the terms and conditions contained in the Sublease betweenSublandlord and Sub-sublandlord as applicable to subtenant thereunder, as theymay be amended from time to time. Sub-sublandlord shall have the right to amend the Sublease from time totime without the consent of Sub-subtenant provided that any such amendmentshall not adversely affect Sub-subtenant’s ability to continue its then currentoperations in the Sub-subleased Premises, increase any of the rental or otherpayments required to be made by Sub-subtenant hereunder or otherwise materiallyand adversely change Sub-subtenant’s rights and obligations hereunder.  Sub-sublandlord shall endeavor to giveSub-subtenant notice of any amendment to the Sublease, but the failure to givesuch notice shall not affect the validity of such amendment or its applicabilityto Sub-subtenant, except that Sub-subtenant shall have no obligation to complywith the terms of any such amendment until it has received a copy.  Any rights granted to Sub-subtenant hereinwhich are limited by the Master Lease and Sublease shall be deemed to be solimited by this Sub-sublease.

 

 

                13.2         No Violation.  Notwithstanding anything in thisSub-sublease to the contrary, Sub-subtenant shall not commit or permit to becommitted any act or omission which shall violate any term or condition of theMaster Lease or Sublease.  Sub-subtenantshall indemnify and hold harmless Sublandlord and Sub-sublandlord from andagainst any loss, liability, claim, cost or expense (including reasonableattorneys’ fees) incurred by Sublandlord or Sub-sublandlord as a result of anytermination or attempted termination by Sub-sublandlord, Sublandlord or MasterLandlord of the Master Lease and Sublease resulting from any such act oromission by Sub-subtenant.

                13.3         [INTENTIONALLY OMITTED]

 

                13.4         Termination of MasterLease.  If the Master Lease orSublease terminates for any reason prior to the expiration or other terminationof this Sub-sublease, this Sub-sublease shall terminate concurrently therewithwithout any liability of Sub-sublandlord to Sub-subtenant and, except for anySub-subtenant obligations hereunder arising on or prior to the termination ofthis Sub-sublease, following Sub-subtenant’s surrender in compliance withSection 4.2 hereof, Sub-subtenant’s obligations hereunder shall terminate,except with respect to any indemnification or hold harmless obligations ofSub-subtenant, which shall survive such termination.

 

                13.5 (a)   Incorporation ofMaster Lease.  Notwithstanding anyother provision of this Sub-sublease to the contrary, this Sub-sublease and Sub-subtenant’srights under this Sub-sublease shall at all times be 

 

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subject to all of the terms, covenants, andconditions of the Master Lease (a copy of which agreement, as currently ineffect, Sub-subtenant hereby represents that it has received), with the sameforce and effect as if fully set forth herein, and except as otherwiseexpressly provided for herein, Sub-subtenant shall keep, observe and perform orcause to be kept, observed and performed, faithfully all those terms, covenantsand conditions of Sublandlord as tenant under the Master Lease with respect tothe Sub-subleased Premises.  Except asotherwise provided hereby, the terms, conditions, rights and responsibilitiesof the Master Lease are incorporated herein by reference, and Sublandlord shallhave the rights and responsibilities with respect to the Sub-subtenant that theMaster Landlord has with respect to Sublandlord pursuant to the Master Lease,and Sub-subtenant shall have the rights and responsibilities with respect toSublandlord that Sublandlord has with respect to the Master Landlord pursuantto the Master Lease.  However, to theextent that the Master Lease requires or obligates Master Landlord to maintain,repair, restore, or otherwise expend any money or take any action to preserveand maintain all or any portion of the Sub-subleased Premises or to furnish anyservices to the Sub-subleased Premises, such obligation shall not pass toSublandlord by reason of this Sub-sublease and shall remain with the MasterLandlord.  Subject to the first sentenceof this Section 13.5, with respect to the relationship between the Sublandlordand the Sub-subtenant, the terms, covenants and conditions of this Sub-subleaseshall control with respect to any conflict or inconsistency between the terms,covenants and conditions contained herein and the terms, covenants andconditions of the Master Lease.

 

                13.5 (b)   Incorporation ofSublease.  Notwithstanding any otherprovision of this Sub-sublease to the contrary, this Sub-sublease andSub-subtenant’s rights under this Sub-sublease shall at all times be subject toall of the terms, covenants, and conditions of the Sublease (a copy of whichagreement, as currently in effect, Sub-subtenant hereby represents that it hasreceived), with the same force and effect as if fully set forth herein, andexcept as otherwise expressly provided for herein, Sub-subtenant shall keep,observe and perform or cause to be kept, observed and performed, faithfully allthose terms, covenants and conditions of Sub-sublandlord as Sublessee under theSublease with respect to the Sub-subleased Premises.  Except as otherwise provided hereby, the terms, conditions,rights and responsibilities of the Sublease are incorporated herein by reference,and Sub-sublandlord shall have the rights and responsibilities with respect tothe Sub-subtenant that the Subublandlord has with respect to Sub-sublandlordpursuant to the Sublease, and Sub-subtenant shall have the rights andresponsibilities with respect to Sub-sublandlord that Sub-sublandlord has withrespect to the Sublandlord pursuant to the Sublease.  However, to the extent that the Sublease requires or obligatesSublandlord to maintain, repair, restore, or otherwise expend any money or takeany action to preserve and maintain all or any portion of the Sub-subleasedPremises or to furnish any services to the Sub-subleased Premises, suchobligation shall not pass to Sub-sublandlord by reason of this Sub-sublease andshall remain with the Sublandlord. Subject to the first sentence of this Section 13.5 (b), with respect tothe relationship between the Sub-sublandlord and the Sub-subtenant, the terms,covenants and conditions of this Sub-sublease shall control with respect to anyconflict or inconsistency between the terms, covenants and conditions containedherein and the terms, covenants and conditions of the Sublease.

 

 

**14.          Security Deposit.**

 

 

                Sub-sublandlord and Sub-subtenant herebyacknowledge that Sub-subtenant has tendered payment and shall continue totender payment of the Security Deposit as set forth in Section 7 of theSublease.  Upon expiration of theSublease, Sub-sublandlord shall forward payment to Sub-subtenant within thirty(30) days of receipt from Sublandlord any refunded Security Deposit amounts ithas received pursuant to Section 7. of the Sublease.

 

**15.          Brokers.**

 

                Sub-subtenantrepresents that it has dealt with no broker or agent in connection with thisSub-sublease and Sub-subtenant shall hold Sub-sublandlord harmless from any andall liability, loss, damage, expense, claim action, demand, suit or obligationarising out of or relating to a breach by Sub-subtenant of such representation.

 

**16.          Counterparts.**

 

                                ThisSub-sublease may be executed in one or more counterparts, each of which shallconstitute one and the same instrument.

 

**17.          Governing Law.**

 

                                ThisSub-sublease shall be governed by and construed and enforced in accordance withthe laws of the State of California, except with respect to the choice-of-lawprovisions thereof.

 

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**18.          Waivers; Amendments.**

 

                                No failure ordelay by any party hereto in exercising any right, power or privilege hereundershall operate as a waiver thereof, nor shall any single or partial exercisethereof preclude any other or further exercise thereof or the exercise of anyother right, power or privilege. The rights and remedies provided herein shallbe cumulative and not exclusive of any rights or remedies provided by law. Anyprovision of this Sub-sublease may be waived if, but only if, such waiver is inwriting and is signed by the party against whom the enforcement of such waiveris sought. No waiver of any provision of this Sub-sublease, in any one or moreinstances, shall be deemed to be, or construed as, a further or continuingwaiver of any such provision. This Sub-sublease may not be amended, modified orsupplemented other than by a written instrument signed by each party hereto.

 

**19.          Entire Agreement.**

 

                                ThisSub-sublease constitutes the entire agreement and understanding among theparties hereto and supercedes any and all prior agreements and understandings,written or oral, relating to the subject matter hereof.

 

**20.          Severability.**

 

                                Any term orprovision of this Sub-sublease which is invalid or unenforceable in anyjurisdiction shall, as to such jurisdiction, be ineffective to the extent ofsuch invalidity or unenforceability without rendering invalid or unenforceablethe remaining terms and provisions of this Sub-sublease or affecting the validityor enforceability of any of the terms or provisions of this Sub-sublease in anyother jurisdictions, it being intended that all rights and obligations of theparties hereunder shall be enforceable to the fullest extent permitted by law.

 

 

 

[Signature page follows]

 

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INWITNESS WHEREOF, this Sub-sublease shall be deemed to have been executed anddelivered as of the date first set forth above.

 
|   | **SUB-SUBLANDLORD:**                             |
|--------|--------------------------------------------------|
|   |                                             |
|   | THE TITAN  CORPORATION,   a Delaware corporation |
|   |                                             |
|   | By:                                              |   |
|   | Name:                                            |   |
|   | Title:                                           |   |
|   |                                             |
|   |                                             |
|   | **SUB-SUBTENANT:**                               |
|   |                                             |
|   | SureBeam  Corporation,   a Delaware corporation  |
|   |                                             |
|   | By:                                              |   |
|   | Name:                                            |   |
|   | Title:                                           |   |

 

 

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**LANDLORD’SCONSENT TO SUB-SUBLEASE**

 

The undersigned (“Landlord”), Landlord underthe Master Lease, hereby consents to the foregoing Sub-sublease without waiverof any restriction in the Master Lease concerning further assignment orsubletting. Landlord certifies that, as of the date of Landlord’s executionhereof, Sublessor is not in default or breach of any of the provisions of theMaster Lease, and that the Master Lease has not been amended or modified exceptas expressly set forth in the Sublease and foregoing Sub-sublease.

 
| Lessor: |   |
|---------|--------|
|    |   |
| By:     |   |
|    |   |
| Title:  |   |
|    |   |
| Date:   |   |

 

 

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**SUBLANDLORD’SCONSENT TO SUB-SUBLEASE**

 

The undersigned (“Sublandlord”), Sublessorunder the Sublease, hereby consents to the foregoing Sub-sublease withoutwaiver of any restriction in the Sublease concerning further assignment orsubletting. Sublandlord certifies that, as of the date of Sublandlord’sexecution hereof, Sublessor is not in default or breach of any of theprovisions of the Master Lease and Sublease, and that the Master Lease and Subleasehave not been amended or modified except as expressly set forth in theforegoing Sub-Sublease.

 
| Lessor: |   |
|---------|--------|
|    |   |
| By:     |   |
|    |   |
| Title:  |   |
|    |   |
| Date:   |   |

 

 

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EXHIBIT A

 

DESCRIPTION OF SUB-SUBLEASED PREMISES

 

[See attached.]

 

 

12

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