**SUB-SUB-LEASE AGREEMENT**

 

 

                THIS SUB-SUB-LEASE AGREEMENT(“Sub-Sub-Lease”) is entered into as of this 2nd day of August, 2002, by andbetween The Titan Corporation, a Delaware corporation (“Sublandlord”), andSureBeam Corporation, a Delaware corporation (“Subtenant”).

 

RECITALS

 

A.            Sublandlord is thetenant under that certain Sub-Lease by and between CLOVERLEAF COLD STORAGE CO.,an Iowa corporation, as landlord (“Master Landlord”), and Sublandlord, astenant, dated September 1, 1999, as amended by the First Amendment datedFebruary 1, 2001 (such lease, as it may be amended from time to time, the“Sub-Lease”), for certain space located at 2640 Murray Street, Sioux City, Iowa(the “Premises”).

 

B.            Subtenant wishes toSub-Sub-Lease a portion of the Premises from Sublandlord.

 

 

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

 

**1.             Basic Sub-Sub-Lease Information.**

 

Theinformation set forth in this Section (the “Basic Sub-Sub-Lease Information”)is intended to supplement and/or summarize the provisions set forth in thebalance of this Sub-Sub-Lease.  Eachreference in this Sub-Sub-Lease to any of the terms set forth below shall meanthe respective information set forth next to such term as amplified, construedor supplemented by the particular Section(s) of the Sub-Sub-Lease pertaining tosuch information.  In the event of aconflict between the provisions of this Section and the balance of theSub-Sub-Lease, the balance of the Sub-Sub-Lease shall control.

 
| Sublandlord:                                   |   | The Titan  Corporation, a Delaware corporation                                                             |
|------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------|
|                                           |   |                                                                                                       |
| Sublandlord’s  Address  for Notices: |   | The Titan  Corporation   3033 Science Park Road   San Diego, CA 92122   Attn: Real Estate   (858) 552-9500 |
|                                           |   |                                                                                                       |
| Subtenant:                                     |   | SureBeam  Corporation, a Delaware corporation                                                              |
|                                           |   |                                                                                                       |
| Subtenant’s Address  for  Notices:   |   | SureBeam Corporation9276 Scranton RoadSuite 600San Diego, CA 92121Attn: Jerry Nelson   (858) 795-6234      |

 

 

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|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                 |
|---------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Premises:                             |   | Approximately  19,400 rentable square feet, as described on Exhibit A.                                                                                                                                                                                                                                                                                                                               |
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                 |
| Building:                             |   | 2640 Murray  Street, Sioux City, Iowa                                                                                                                                                                                                                                                                                                                                                                |
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                 |
| Permitted  Use:                       |   | As specified  in Article 3 of the Sub-Lease for food processing, including irradiation,  offices, dock and related activities.                                                                                                                                                                                                                                                                       |
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                 |
| Basic Rental:                         |   | Twenty-seven  Thousand, Five Hundred, Sixty Dollars and Zero Cents ($27,560.00) per  month (except for any partial month during the term of this Sub-Sub-Lease, in  which case Basic Rental for such month shall be pro-rated based on the number  of days in that month), escalating by the CPI as set forth in Article 4 A. of  the Sub-Lease on February 1, 2003 and on each anniversary thereof. |
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                 |
| Special  Buildout Rental:             |   | Twenty-four  Thousand, Five Hundred, Eighty-two Dollars and Zero Cents ($24,582.00)  per month pursuant to the provisions as set forth in Section 4. B. of the  First Amendment to the Sub-Lease.                                                                                                                                                                                                    |
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                 |
| Monthly Base  Charge (Refrigeration): |   | Six  Thousand, Four Hundred, Ninety Dollars and Zero Cents ($6,490.00) per  month pursuant to the provisions as set forth in Section 8. B. and Exhibit B  of the Sub-Lease.                                                                                                                                                                                                                          |
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                 |
| Commencement  Date:                   |   | The term of  the Sub-Sub-Lease shall commence on August 2, 2002                                                                                                                                                                                                                                                                                                                                 |
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                 |
| Expiration  Date:                     |   | The  Expiration Date shall be January 31, 2010, or such earlier date, if any, on  which the Sub-Lease is terminated or expires or this Sub-Sub-Lease is  terminated pursuant to the terms herein.                                                                                                                                                                                                    |
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                 |
| Subtenant’s  Insurance:          |   | Specified  and as required in Article 15 of the Sub-Lease.                                                                                                                                                                                                                                                                                                                                           |
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                 |
| Security  Deposit:                    |   | Fifty-eight  Thousand, Six Hundred, Thirty-two Dollars and Zero Cents ($58,632.00) payable  in accordance with Section 14 hereof.                                                                                                                                                                                                                                                                    |

 

**2.             Sub-Sub-Lease.**

 

Sublandlordhereby Sub-Sub-Leases to Subtenant, and Subtenant hereby Sub-Sub-Leases fromSublandlord, the Subdemised Premises upon all of the terms, covenants andconditions in this Sub-Sub-Lease.

 

**3.             Delivery Condition.**

 

Subtenant acknowledges that it takespossession of the Subdemised Premises in its “as is” condition, and furtheracknowledges that Sublandlord has made no representations or warranties of anykind or nature, whether express or implied, with respect to the SubdemisedPremises, the remainder of the Premises, the common areas, or the Building, norhas Sublandlord agreed to undertake or perform any modifications, alterations,or improvements to the Subdemised Premises, the 

 

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remainder of the Premises, the common areasor the Building which would inure to Subtenant’s benefit.

 

**                4.             Term.**

 

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

 

4.2           Surrender.  Subtenant shall, on or before the ExpirationDate, remove all personal property, furniture, trade fixtures and otherequipment, provided that the removal of the same does not adversely affect theBuilding structure or any Building operating system or is not prohibited by theSub-Lease, and that Subtenant promptly repairs any damage to the Buildingstructure or its operating systems caused by such removal pursuant to therequirements of the Sub-Lease.  In theevent that Subtenant fails to remove any such items as required by this Section4.2 by the Expiration Date, all such items remaining on the Subdemised Premisesafter the Expiration Date shall be deemed abandoned and Sublandlord may disposeof such items as it sees fit, without liability to Subtenant.  Subtenant shall also be responsible for theremoval, on or before the Expiration Date, of all alterations as required underthe Sub-Lease installed by Subtenant pursuant to this Sub-Sub-Lease and shallbe responsible for any associated repair or restoration of the SubdemisedPremises required under the Sub-Lease. In all other respects, Subtenant shall deliver the Subdemised Premisesbroom clean, in its condition as of the Commencement Date, reasonable wear andtear and casualty excepted.  In no eventshall Subtenant remove any of the plumbing, electrical, data lines, and HVACsystem(s), except as otherwise required pursuant to this Section 4.2.

 

Subtenant shall vacate and deliver possessionof the Subdemised Premises free of all liens, charges or encumbrances resultingfrom any act or omission on Subtenant’s part, and free and clear of any and allviolations of any law, rule or regulation of any federal, state, municipal orother agency or authority by reason of Subtenant’s actions or failures tofulfill any of its obligations under this Sub-Sub-Lease (“Violations”).  Subtenant shall indemnify Sublandlordagainst any and all loss, expense, damage, costs or attorneys’ fees arising outof Violations occurring any time on or after the Commencement Date.  The voluntary or other surrender of thisSub-Sub-Lease by Subtenant, or a mutual cancellation thereof, shall notautomatically terminate any sub-Sub-Sub-Leases or sub-subtenancies or otheragreements by which Subtenant has granted rights to third parties to all or anypart of the Subdemised Premises, but shall, at the option of Sublandlord,either (1) terminate all or any existing Sub-Sub-Sub-Leases or sub-subtenanciesor such other agreements, or (2) operate as an assignment to Sublandlord of anyor all such Sub-Sub-Sub-Leases or sub-subtenancies or such other agreements.

 

4.3           HoldingOver.  If Subtenant remains inpossession of the Subdemised Premises after the Expiration Date, such occupancyshall constitute a tenancy at sufferance, and Subtenant shall be obligated topay 300% of the rental installments as specified in Section 5 of thisSub-Sub-Lease and Subtenant shall be liable to Sublandlord for any and allclaims, damages, liabilities, costs and expenses (including attorneys’ fees andexpenses) incurred by Sublandlord and arising out of Subtenant’s failure totimely surrender the Subdemised Premises in accordance with the requirements ofthis Sub-Sub-Lease, including, without limitation those incurred by Sublandlordarising under the Sub-Lease.

 

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**5.             Rent.**

 

As used in this Sub-Sub-Lease, the term“Rent” shall include (1) Basic Rental and (2) all other amounts which Subtenantis obligated to pay under the terms of this Sub-Sub-Lease.

 

5.1           Rent.  Basic Rental is as specified in Section 1(Basic Sub-Sub-Lease Information). Basic Rental shall be paid by Subtenant to the Master Landlord for theSublandlord as set forth in Sections 4 A., 4. B, 8. B. and Exhibit B of theSub-Lease and as subsequently amended or modified.

 

                Subtenant shall also be solely responsible for any and all increases inRent or any added cost or charge which has arisen solely because of Subtenant’stenancy in the Subdemised Premises, including, without limitation, any and allheat, water and sewer charges, electric and other utility charges, as well asany other service charges required by the Sub-Lease and relating to theSubdemised Premises and/or Subtenant’s occupation thereof that are not alreadythen covered by the Basic Rental (as defined in the Sub-Lease), OperatingExpenses (as defined in the Sub-Lease) or Tax Expenses (as defined in theSub-Lease) passed through to Sublandlord under the Sub-Lease.

 

                                5.2           [INTENTIONALLY OMITTED]

 

5.3           Mannerof Payment.  All Rent or otherpayment due from Subtenant to Sublandlord hereunder shall be paid in lawfulmoney of the United States, without any prior demand therefor and without anydeduction or setoff whatsoever, at the Master Landlord’s address pursuant toSection 4. A. or such other place as Sublandlord shall from time to timedesignate (including, without limitation, by wire transfer of immediatelyavailable funds to an account specified by Sublandlord) by written noticeprovided to Subtenant at least five (5) days prior to the date on which suchRent or other amount first becomes payable.

 

                **6.             Useand Compliance With Laws.**

 

Subtenant shall use theSubdemised Premises for the Permitted Use (as specified in the BasicSub-Sub-Lease Information) during the Term of this Sub-Sub-Lease, and for noother use or uses.  Subtenant shall notengage in any activities prohibited by the Sub-Lease.  Subtenant shall not use or store flammable or hazardous materialson the Subdemised Premises, except to the extent normally used in the ordinarycourse of business with respect to the Permitted Use unless such materials arespecifically prohibited in the Sub-Lease. Subtenant shall not perform any act or carry on any practice which mayinjure the Subdemised Premises or cause any offensive odors or noises thatconstitute a nuisance or menace to any other tenant or tenants of the Buildingor the Premises or other persons, and in no event shall any noises or odors beemitted from the Subdemised Premises. Nothing shall be done upon or about the Subdemised Premises which shallbe unlawful, improper, or contrary to any law, ordinance, regulation or requirementof any public authority or insurance inspection or rating bureau or similarorganization having jurisdiction and Subtenant shall be in compliance at alltimes with all such laws, ordinances, regulations and requirements.  Subtenant shall observe and comply with, andshall cause its employees, agents and invitees to observe and comply with therestrictions set forth in this Sub-Sub-Lease. Subtenant agrees to comply with all rules and regulations that MasterLandlord has made or may hereafter from time to time make for the Buildingand/or the Premises.  Sublandlord shallnot be liable to Subtenant or any party claiming through Subtenant in any wayfor damage caused by 

 

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the failure of any of the other tenants ofthe Building to comply with such similar or other covenants in their leases orof such rules and regulations.

 

                **7.             Insurance.**

**                               **Subtenantshall obtain at its sole expense the insurance required under Article 15 of theSub-Lease effective as of the Commencement Date.  Additionally, Subtenant shall name Sublandlord and MasterLandlord as additional insureds, in their capacity as Master Landlord andSublandlord, and shall furnish Sublandlord on or before the Commencement Datewith certificates of insurance from its insurer, with respect to suchinsurance, which certificates shall state that such insurance shall not becancelled unless thirty (30) days prior written notice shall have been given toMaster Landlord and Sublandlord.

 

                **8.             Assignmentand Subletting.**

 

                                Subtenant shall not directly or indirectly,voluntarily or by operation of law, sell, assign, encumber, pledge or otherwisetransfer or hypothecate any of its interest in or rights with respect to theSubdemised Premises or Subtenant’s leasehold estate hereunder (collectively, “Assignment”),or permit all or any portion of the Subdemised Premises to be occupied byanyone (whether pursuant to a license, concession or otherwise) other thanSubtenant or sublet all or any portion of the Subdemised Premises, without theprior written consent of Master Landlord and Sublandlord.

 

                **9.             Alterations.**

 

                                Subtenant shall not make or suffer tobe made any alterations, additions or improvements to the Subdemised Premises,including, without limitation, those related to electrical cabling and/or systems,plumbing, data cabling, HVAC systems, or modifications to existing finishes,without the prior written consent of Master Landlord, as required under theSub-Lease, and of Sublandlord. Additionally, Subtenant shall be subject to the standards for repairsand alterations set forth in the Sub-Lease.

 

**                10.          Repairsand Maintenance.**

 

10.1         Subtenant’sResponsibility.  Subtenant shall beresponsible for the maintenance and repair of the Subdemised Premises inaccordance with the provisions of the Sub-Lease.

 

10.2         Sublandlord’sResponsibility.  As between theparties to this Sub-Sub-Lease, Sublandlord shall have no responsibility orliability to the Subtenant or anyone claiming through Subtenant, for theSubdemised Premises including, without limitation, the roof, roof covering,foundation, subfloors, building structural components, major building systems(plumbing, electrical and heating, air conditioning and ventilation systems),and exterior walls of the Subdemised Premises.

 

                **11.          Default.**

 

Subtenant shall be subject tothe same default provisions as specified in Article 19 of the Sub-Lease as ifit were the tenant thereunder, and Sublandlord shall have all the remediesspecified therein, as if it were Master Landlord, including, withoutlimitation, the right to terminate the Sub-Sub-Lease and right to performSubtenant’s obligations under this Sub-Sub-Lease at Subtenant’s cost.  

 

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Notwithstanding the foregoing, Subtenantshall only be entitled to one-half (1/2) of the cure period for a default, ifany, provided for under the Sub-Lease.

 

                **12.          Indemnity.**

 

                                In addition tosuch indemnities as may be provided for in the Sub-Lease, Subtenant agrees toindemnify and hold Sublandlord and its affiliates, officers, agents, servants,employees and independent contractors (individually a “Sublandlord Party” andcollectively, “Sublandlord Parties”) harmless against all loss, damage,liability, or expense suffered or claimed against any Sublandlord Party, by anyperson or entity (i) caused by or otherwise arising from, in whole or in part,any breach or default by Subtenant of any covenant or obligation it hashereunder (including but not limited to all covenants or obligations of thetenant under the Sub-Lease assumed by Subtenant pursuant to the terms of thisSub-Sub-Lease), or (ii) caused by or in connection with anything owned orcontrolled by Subtenant, or (iii) resulting from any act, failure to act, ornegligence of Subtenant or its employees, agents or invitees, or (iv) resultingfrom any nuisance suffered on the Subdemised Premises, except for damage orinjury to third parties or property resulting from the proven gross negligenceof Sublandlord, Landlord or their respective employees, agents,representatives, successors or assigns. Subtenant further agrees to indemnify Sublandlord and hold Sublandlordharmless from all losses, damages, liabilities and expenses which Sublandlordmay incur, or for which Sublandlord may be liable to Master Landlord, arisingfrom the acts or omissions of Subtenant which are or are alleged to be defaultsof Sublandlord under the Sub-Lease or are the subject matter of any indemnityor hold harmless of Sublandlord, as tenant, to Master Landlord under theSub-Lease.  The obligations of Subtenantto indemnify Sublandlord and/or the Sublandlord Parties and/or hold theSublandlord and/or the Sublandlord Parties harmless in this Section 12 andelsewhere herein shall survive the expiration or other termination of thisSub-Sub-Lease.

 

                **13.          Sub-Lease.**

 

                13.1         Sub-Lease.  Notwithstanding anything in thisSub-Sub-Lease to the contrary, the rights of Subtenant shall be subject to andlimited by the terms and conditions contained in the Sub-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 Sub-Lease from time totime without the consent of Subtenant provided that any such amendment shallnot adversely affect Subtenant’s ability to continue its then currentoperations in the Subdemised Premises, increase any of the rental or otherpayments required to be made by Subtenant hereunder or otherwise materially andadversely change Subtenant’s rights and obligations hereunder.  Sublandlord shall endeavor to give Subtenantnotice of any amendment to the Sub-Lease, but the failure to give such noticeshall not affect the validity of such amendment or its applicability toSubtenant, except that Subtenant shall have no obligation to comply with theterms of any such amendment until it has received a copy.  Any rights granted to Subtenant herein whichare limited by the Sub-Lease shall be deemed to be so limited by thisSub-Sub-Lease.

 

                13.2         No Violation.  Notwithstanding anything in this Sub-Sub-Leaseto the contrary, Subtenant shall not commit or permit to be committed any actor omission which shall violate any term or condition of the Sub-Lease.  Subtenant shall indemnify and hold harmlessSublandlord from and against any loss, liability, claim, cost or expense(including reasonable attorneys’ fees) incurred by Sublandlord as a result ofany termination or attempted termination by Sublandlord or Master Landlord ofthe Sub-Lease resulting from any such act or omission by Subtenant.

 

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                13.3           [INTENTIONALLY OMITTED]

 

                13.4         Termination ofSub-Lease.  If the Sub-Leaseterminates for any reason prior to the expiration or other termination of thisSub-Sub-Lease, this Sub-Sub-Lease shall terminate concurrently therewithwithout any liability of Sublandlord to Subtenant and, except for any Subtenantobligations hereunder arising on or prior to the termination of thisSub-Sub-Lease, following Subtenant’s surrender in compliance with Section 4.2hereof, Subtenant’s obligations hereunder shall terminate, except with respectto any indemnification or hold harmless obligations of Subtenant, which shallsurvive such termination.

 

                13.5         Incorporation ofSub-Lease.  Notwithstanding anyother provision of this Sub-Sub-Lease to the contrary, this Sub-Sub-Lease andSubtenant’s rights under this Sub-Sub-Lease shall at all times be subject toall of the terms, covenants, and conditions of the Sub-Lease (a copy of whichagreement, as currently in effect, 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, Subtenant shall keep,observe and perform or cause to be kept, observed and performed, faithfully allthose terms, covenants and conditions of Sublandlord as tenant under theSub-Lease with respect to the Subdemised Premises.  Except as otherwise provided hereby, the terms, conditions,rights and responsibilities of the Sub-Lease are incorporated herein by reference,and Sublandlord shall have the rights and responsibilities with respect to theSubtenant that the Master Landlord has with respect to Sublandlord pursuant tothe Sub-Lease, and Subtenant shall have the rights and responsibilities withrespect to Sublandlord that Sublandlord has with respect to the Master Landlordpursuant to the Sub-Lease.  However, tothe extent that the Sub-Lease requires or obligates Master Landlord tomaintain, repair, restore, or otherwise expend any money or take any action topreserve and maintain all or any portion of the Subdemised Premises or tofurnish any services to the Subdemised Premises, such obligation shall not passto Sublandlord by reason of this Sub-Sub-Lease and shall remain with the MasterLandlord.  Subject to the first sentenceof this Section 13.5, with respect to the relationship between the Sublandlordand the Subtenant, the terms, covenants and conditions of this Sub-Sub-Leaseshall control with respect to any conflict or inconsistency between the terms,covenants and conditions contained herein and the terms, covenants andconditions of the Sub-Lease. Notwithstanding the foregoing, the following sections of the Sub-Leaseare hereby excluded from application to or incorporation within thisSub-Sub-Lease:  Sections **2. B**. of the FIRST AMENDMENT TO SUB-LEASEAGREEMENT dated February 1, 2001, and **5. A. B. & C**of the original Sub-Lease document dated September 1, 1999**.**

 

 

**14.          Security Deposit / Initial Monies.**

 

                                Upon Subtenant’sexecution and delivery of this Sub-Sub-Lease to Sublandlord, Subtenant shallissue a check accompanying Subtenant executed Sub-Sub-Lease payable toSublandlord in the sum of Fifty-eight Thousand, Six Hundred, Thirty-Two Dollarsand Zero Cents ($58,632.00), for the performance by Subtenant of the provisionsof this Sub-Sub-Lease (the “Security Deposit”).  Sublandlord shall have the right but not the obligation to usethe Security Deposit, or any portion thereof, to cure any breach or default ofSubtenant or to compensate Sublandlord for damages sustained as a result of anybreach or default by Subtenant hereunder. In the event Sublandlord in its sole discretion so utilizes all or aportion of the Security Deposit from time to time, Subtenant shall within five(5) days of notice from Sublandlord restore the Security Deposit to itsoriginal amount.  If no breach ordefault of Subtenant exists and no amounts are owing from Subtenant toSublandlord as 

 

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of the expirationof the Term, Sublandlord shall return any Security Deposit then held bySublandlord to Subtenant within sixty (60) days of such expiration.

 

 

**15.          Brokers.**

 

                Subtenantrepresents that it has dealt with no broker or agent in connection with thisSub-Sub-Lease and Subtenant shall hold Sublandlord harmless from any and allliability, loss, damage, expense, claim action, demand, suit or obligationarising out of or relating to a breach by Subtenant of such representation.

 

**16.          Counterparts.**

 

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

 

**17.          Governing Law.**

 

                                ThisSub-Sub-Lease shall be governed by and construed and enforced in accordancewith the laws of the State of Iowa, except with respect to the choice-of-lawprovisions thereof.

 

**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-Sub-Lease may be waived if, but only if, such waiver isin writing and is signed by the party against whom the enforcement of suchwaiver is sought. No waiver of any provision of this Sub-Sub-Lease, in any oneor more instances, shall be deemed to be, or construed as, a further or continuingwaiver of any such provision. This Sub-Sub-Lease may not be amended, modifiedor supplemented other than by a written instrument signed by each party hereto.

 

**19.          Entire Agreement.**

 

                                ThisSub-Sub-Lease 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-Sub-Lease 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-Sub-Lease or affecting thevalidity or enforceability of any of the terms or provisions of thisSub-Sub-Lease in any other jurisdictions, it being intended that all rights andobligations of the parties hereunder shall be enforceable to the fullest extentpermitted by law.

 

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[Signature page follows]

 

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

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

 

 

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**LANDLORD’SCONSENT TO SUB-SUB-LEASE**

 

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

 
| Lessor: |   |   |   | .      |
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| By:     |   |   |   |   |
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| Title:  |   |   |   |   |
|    |   |   |   |   |
| Date:   |   |   |   |   |

 

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EXHIBIT A

 

DESCRIPTION OF PREMISES

 

[SEE ATTACHED.]

 

 

 

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