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or to compensate Tenant for any other loss or damage which Tenant may suffer by reason ofSubtenant’s default. If any portion of said security deposit is so used or applied, Subtenantshall, within five (5) days after written demand therefore, deposit cash with Tenant in an amountsufficient to restore the security deposit to its original amount, and Subtenant’s failure to do soshall be a material breach of this Sublease. Except to the extent required by law, Tenant shall notbe required to keep said security deposit separate from its general funds, and Subtenant shall notbe entitled to interest on any security deposit. If Subtenant shall fully and faithfully performevery provision of this Sublease to be performed by it, said security deposit or any balancethereof shall be returned to Subtenant (or, at Tenant’s option, to the last assignee of Subtenant’sinterest hereunder) within sixty (60) days after the expiration of the term and Subtenant’svacation of the Premises. Nothing herein shall be construed to limit the amount of damagesrecoverable by Tenant or any other remedy to the amount of the security deposit.**5. Primary Lease.**     (a) The terms and conditions of the Primary Lease are incorporated into this Sublease byreference for all purposes. Subtenant, by Subtenant’s execution of this Sublease, acknowledgesthat Tenant has furnished Subtenant with a copy of the Primary Lease and Amendment, Subtenant hasexamined the Primary Lease and is familiar with its terms. Except as otherwise expressly providedin this Sublease, Subtenant agrees to comply in all respects with the terms and conditions of thePrimary Lease insofar as the same are applicable to the Subleased Premises.     (b) As between Tenant and Subtenant, Tenant shall be entitled to all of the rights andremedies reserved by and granted to the landlord in the Primary Lease as if Tenant was the“Landlord” under the Primary Lease and Subtenant was the “Tenant” under the Primary Lease. Suchrights and remedies are incorporated into this Sublease by reference for all purposes.     (c) This Sublease is subject and subordinate to all of the terms, covenants and conditions ofthe Primary Lease and to all of the rights of Landlord under the Primary Lease. If the PrimaryLease terminates for any reason prior to the expiration or termination of this Sublease, Subtenantshall not have any claim whatsoever against Tenant arising or resulting from such termination ofthe Primary Lease.**6. Limitation of Liability and Indemnity.**Notwithstanding any provision of the Primary Lease tothe contrary, neither Landlord nor the Tenant shall be liable to Subtenant, or any of its agents,employees, servants or invitees, for any damage to persons or property due to the condition ordesign or any defect in the Building or its mechanical systems which may exist or subsequentlyoccur. Subtenant with respect to itself and its agents, employees, servants and invitees,expressly assumes all risks and damage to persons and property, either proximate or remote, bythe reason of the present or future condition of the Subleased Premises or the Building. Allindemnification, hold harmless and release provisions contained in the Primary Lease running tothe benefit of Landlord are incorporated into this Sublease by reference for the benefit ofTenant as if Tenant was the “Landlord” and Subtenant was the “Tenant” under the Primary Lease.Except as otherwise expressly provided in this Sublease, all indemnification, hold harmless andrelease provisions contained in the Primary Lease running to the benefit of the Tenant areincorporated into this Sublease by reference for the benefit of Subtenant as if Subtenant was the“Tenant” under the Primary Lease and Tenant was the “Landlord” under the Primary Lease. Thisparagraph is for the benefit of the Subtenant, Tenant and Landlord only, and no right of actionshall accrue under this paragraph to any other party by way of subrogation or otherwise.
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**7. Furniture.**Subtenant shall have the right of use of the existing furniture within the SubleasePremises for the Sublease Term. If Subtenant is not in default, Subtenant may elect to purchasesuch furniture at market value upon expiration of the Sublease Term. Subtenant shall give Tenantninety (90) days prior written notice of Subtenant’s election to purchase the furniture. If suchnotice is not given within the above timeframe, Tenant may elect to dispose of the furniture atits sole discretion.**8. Alterations.**Subtenant may not make any alterations, improvements or additions to the SubleasedPremises (collectively, “Improvements”) without the express prior written consent of Landlord andTenant. Any Improvements to which Landlord and Tenant consent must be constructed and installed inaccordance with (i) all requirements contained in the Primary Lease and (ii) any requirementsimposed by Tenant to protect Tenant’s interest in the Primary Lease and/or in the SubleasedPremises. Further, upon termination of this Sublease, any Improvements to the Subleased Premisesshall remain in the Subleased Premises, and Subtenant shall not have the right to remove suchImprovements.**9. Damage and Destruction.**     (a) If the Subleased Premises, or any portion of the Subleased Premises, are damaged ordestroyed by any cause whatsoever, such that the Primary Lease is terminated, this Sublease shallterminate immediately upon termination of the Primary Lease. Rent and any other payments for whichSubtenant is liable shall be apportioned and paid to the date of such damage or destruction, andSubtenant shall immediately deliver possession of the Subleased Premises to Tenant.     (b) If any portion of the Building is damaged or destroyed by any cause whatsoever, and suchdamage or destruction is not significant enough to cause a termination of the Primary Lease,Tenant agrees, subject to Paragraph 16 of the Primary Lease, to use good faith efforts to causeLandlord to repair such damage. Notwithstanding any such damage, Subtenant shall continue to beobligated to pay all rent under this Sublease during the period of restoration.**10. Condemnation.**Upon any taking by condemnation or other eminent domain proceeding of all or aportion of the Premises which results in the termination of the Primary Lease, this Sublease shallterminate concurrently with the Primary Lease. As between Tenant and Subtenant, any awards ordamages payable as a result of such taking by condemnation or other eminent domain proceedingshall be the sole property of Tenant, and Subtenant shall have no claim to any part of such awardsor damages.**11. Certificates.**Subtenant agrees to furnish to Tenant or to Landlord certificatescertifying as to any information reasonably requested by either Tenant or Landlord.**12. Condition of Subleased Premises and Surrender of the Subleased Premises.**Subtenantacknowledges that (a) Subtenant has fully inspected the Subleased Premises and accepts the samein their present condition, “as is, where is”, with all faults, and (b) Tenant has made nowarranties or representations to Subtenant whatsoever with respect to the condition of theSubleased Premises. Upon the expiration or termination of this Sublease, Subtenant agrees toreturn the Subleased Premises to Tenant and Landlord in the condition required by the PrimaryLease.**13. Certificates, Licenses and/or Permits.**Subtenant shall, at Subtenant’s sole expense, obtainall necessary certificates, licenses or permits to do business in the Subleased Premises, whichmay be required by any governmental authorities.
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**14. Attorneys’ Fees and Costs of Enforcement.**If either party to this Sublease commences an actionto enforce any of the provisions of this Sublease, the prevailing party in such action shall beentitled to collect all of the costs of such action (including, without limitation, attorneys’fees and court costs) from the other party. Subtenant shall also pay all reasonable attorneys’fees and other expenses incurred by Tenant incident to the negotiation and preparation of thisSublease.**15. Cumulative Rights and Remedies.**No right or remedy contained in this Sublease, in the PrimaryLease, or provided by law is intended to be exclusive of any other right or remedy, but shall becumulative and in addition to every other right or remedy.**16. Assignment and Subletting.**Subtenant may not assign Subtenant’s rights under this Sublease orsublet all or any portion of the Subleased Premises without Tenant’s prior written consent, whichmay not be unreasonably withheld.**17. General Provisions.**This Sublease sets forth the complete agreement between Tenant andSubtenant regarding the subject matter of this Sublease. This Sublease may not be terminated,amended or modified in any respect except by agreement in writing executed by both Tenant andSubtenant. All duties and obligations of Subtenant under this Sublease that are unperformed shallsurvive the termination or expiration of this Sublease. Except as limited by this Paragraph, thisSublease, and all the terms and conditions of this Sublease, shall be binding upon and inure tothe benefit of Tenant and Subtenant and their respective successors, representatives and assigns.**18. Server Room.**Tenant shall have thirty (30) days to stage the removal of equipment from theServer Room, so long as reasonable notice and access is given to Subtenant, and such removal andaccess does not have an adverse effect on Subtenant’s occupancy. Furthermore, it is agreed andunderstood that Tenant and Subtenant may (at each party’s sole discretion) enter into a separateagreement relative to telecommunications connectivity within the space, and that Tenant shallmaintain a rack in that room for a period of at least one year.ACCORDINGLY, the parties have executed this Sublease as of the date first set forth above.       **TENANT:**         Broadweave Networks, Inc.         By:             Name/Title:           **SUBTENANT:**         Life Vantage, Inc.         By:             Name/Title:    
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