Exhibit 10.34


 





 


AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION


 


STANDARD SUBLEASE

MULTI-TENANT


 


1.                                      Basic
Provisions (“Basic Provisions”).


 


1.1                                 Parties:  This
Sublease (“Sublease”), dated for reference
purposes only March 4, 2005, is made by and between SeeBeyond Technologies, Inc.
(“Sublessor”) and Parsons Energy &
Chemicals Group Inc. (“Sublessee”),
(collectively the “Parties”, or
individually a “Party”).


 


1.2(a)                   Premises:  That certain
portion of the Project (as defined below), known as 181 W. HUNTINGTON DRIVE,
MONROVIA, CALIFORNIA, consisting of approximately 15,593 rentable square feet “RSF”
of contiguous space (“Premises”).  The Premises are located at: 181 W.
HUNTINGTON DRIVE, 2ND FLOOR, in the City of MONROVIA, County of LOS ANGELES,
State of CALIFORNIA, with zip code 91016. 
In addition to Lessee’s rights to use and occupy the Premises as
hereinafter specified, Lessee shall have nonexclusive rights to the Common
Areas (as defined below) as hereinafter specified, but shall not have any
rights to the roof, the exterior [ILLEGIBLE], or the utility raceways of the
building containing the Premises (“Building”) or
to any other buildings in the Project. 
The Premises, the building, the Common Areas, the land upon which they
are located, along with all other buildings and improvements thereon, are
herein collectively referred to as the “Project.”


 


1.2(b)                  Parking: Forty-four (44) unreserved and six (6) reserved
vehicle parking spaces Monday - Friday. 
Twenty-seven (27) unreserved and six (6) reserved Saturday - Sunday.  Reserved spaces shall include five (5) in
the front of the building and one (1) handicap in the rear.  All costs associated with marking of the
reserved spaces shall be the sole responsibility of Sublessor.


 


1.3                                 Term: 0 years and ten (10) months and ten (10) days
months commencing March 21,
2005 or upon completion by Master Lessor of all items in the Work Letter (see
Paragraphs 11.1 and 2), whichever occurs last (“Commencement
Date”) and ending January 31, 2006 (“Expiration
Date”). Also see Paragraph 14.


 


1.4                                 Early Possession: March 12, 2005 (“Early Possession
Date”).


 


1.5                                 Gross Rent Base
Rent: $27,287.75 ($1.75 per RSF, FSG) per month (“Base Gross Rent)”,
payable on the first day of each month commencing March 21, 2005.


 


o                                    If
this box is checked, there are provisions in this Lease for the Base Rent to be adjusted.


 


1.6                                 Lessee’s Share of Operating Expenses: N/A percent (N/A %) (“Lessee’s Share”).


 


1.7                                 Base Rent and Other Monies Paid Upon Execution:


 


(a)                                  Gross Rent Base
Rent: $27, 287.75 for the period March 21, 2005 – April 20,
2005.


(b)                                 Security Deposit: $N/A (“Security
Deposit”).


(c)                                  Other: $N/A for N/A.


(d)                                 Total Due Upon Execution of this Lease: $27,287.75.


 


1.8                                 Agreed Use: General office, administrative and any other
legally permitted use compatible with first class office building.


 


 


	
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  ©2001 - American Industrial Real Estate Association

  	
  REVISED

  	
  FORM SBMT-0-4/01E

  
						



 





















 


1.9                                 Real
Estate Brokers:


 


(a)                                  Representation:  The
following real estate brokers (the “Brokers”) and
brokerage relationships exist in this transaction (check applicable boxes):


 


o                                  represents
Sublessor exclusively (“Lessor’s Broker”);
[ILLEGIBLE]                         
represents Sublessee exclusively (“Lessee’s Broker”);
or [ILLEGIBLE] Cushman & Wakefield of California, Inc. represents
both Sublessor and Sublessee (“Dual Agency”).


 


(b)                                 Payment to Brokers:  Upon
execution and delivery of this Sublease by both Parties, Sublessor shall pay to
the Brokers the brokerage fee agreed to in a separate written agreement.  Sublessor agrees that it will recognize
Cushman & Wakefield of California, Inc. as the procuring cause in
this transaction and shall pay Broker a full fee based upon a written agreement
which will be jointly approved by Sublessor and Broker. (or if there is no such agreement, the sum of
                                  
or                               
% of the total Base Rent for the brokerage services rendered by the Brokers).


 


1.10  Guarantor.
The obligations of the Sublessee under this Sublease shall be guaranteed by N/A
(“Guarantor”).


 


1.11  Attachments.  Attached hereto are the following, all of
which constitute a part of this Sublease:


 


o       an
Addendum consisting of Paragraphs N/A through N/A:


ý      
a plot Site
plan depicting the Premises and/or
Project;


ý       a
current set of the Rules and Regulations;


ý       a
Work Letter describing the work that is to be completed by the Master Lessor;


ý       a
copy of the Master Lease;


ý       other
(specify):  Floor Plan depicting the
Premises and showing common area corridor that Master Lessor will construct in
accordance with all building codes. 
Construction of corridor will be completed by March 21, 2005.  A Letter from the Master Lessor regarding the
Work Letter and an Inventory of office furniture and fixtures in the Premises.


 


2.                                       Premises.


 


2.1  Letting.  Sublessor hereby subleases to Sublessee, and
Sublessee hereby subleases from Sublessor, the Premises, for the term, at the
rental, and upon all of the terms, covenants and conditions set forth in this
Sublease.  Unless otherwise provided
herein, any increment of size set forth in this Sublease, or that may have been
used in calculating Rent, is an approximation which the Parties agree is
reasonable and any payments based thereon are not subject to revision whether
or not the actual size is more or less.  Note: Sublessee is advised to verify the actual size prior to executing
this Sublease.


 


2.2  Condition.  Sublessor shall deliver the Premises to
Sublessee in “as-is” condition, including but not limited to all work stations
and furniture currently located in Premises. 
Sublessor shall also clean carpet prior to Sublessee Commencement Date, broom
clean and free of debris on the Commencement Date or the Early Possession Date,
whichever first occurs (“Start Date”),  and warrants that the
existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating
and air conditioning systems (“HVAC”), and any
items which the Lessor is obligated to construct pursuant to the Work Letter
attached hereto, if any, other than those constructed by Lessee, shall be in
good operating condition on said date. 
If a noncompliance with such warranty exists as of the Start Date, or if
one of such systems or elements should malfunction or fail within the
appropriate warranty period, Sublessor shall, as Sublessor’s sole obligation
with respect to such matter, except as otherwise provided in this Sublease, promptly
after receipt of written notice from Sublessee setting forth with specificity
the nature and extent of such noncompliance, malfunction or failure, rectify
same at Sublessor’s expense.  The warranty periods shall be as
follows:  (i) 6 months as to the HVAC
systems, and (ii) 30 days as to the remaining systems and other elements.  If Sublessee does not give Sublessor the
required notice within the appropriate warranty period, correction of any such
noncompliance, malfunction or failure shall be the obligation of Sublessee at
Sublessee’s sole cost and expense.


 


2.3  Compliance.  Sublessor warrants that any improvements,
alterations or utility installations made or installed by or on behalf of
Sublessor to or on the Premises comply with all applicable covenants or
restrictions of record and applicable building codes, regulations and
ordinances (“Applicable Requirements”) in
effect on the date that they were made or installed.  Sublessor makes no warranty as to the use to
which Sublessee will put the Premises or to modifications which may be required
by the Americans with Disabilities Act or any similar laws as a result of
Sublessee’s use.  NOTE:
Sublessee is responsible for determining whether or not the zoning and other
Applicable Requirements are appropriate for Sublessee’s Intended use, and
acknowledges that past uses of the Premises may no longer be allowed.  If the Premises do not comply with said
warranty, Sublessor shall, except as otherwise provided, promptly after receipt
of written notice from Sublessee setting forth with specificity the nature and
extent of such noncompliance, rectify the same.


 


2.4  Acknowledgements.  Sublessee acknowledges that: (a) it has
been advised by Sublessor and/or Brokers to satisfy itself with respect to the
condition of the Premises (including but not limited to the electrical, HVAC
and fire sprinkler systems, security, environmental aspects, and compliance
with Applicable Requirements and the Americans with Disabilities Act).  and their suitability for Sublessee’s intended
use, (b) Sublessee has, with the exception of the items on the attached
Work Letter, made such investigation as it deems necessary with reference to
such matters and assumes all responsibility therefor as the same relate to its
occupancy of the Premises, and [ILLEGIBLE] neither Sublessor, Sublessor’s
agents, nor Brokers have made any oral or written representations or warranties
with respect to said matters other than as set forth in this Sublease.  In addition, Sublessor acknowledges that: (i) Brokers
have made no representations, promises or warranties concerning Sublessee’s
ability to honor the Sublease or suitability to occupy the Premises, and (ii) it
is Sublessor’s


 


 


	
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sole responsibility to investigate the financial capability and/or
suitability of all proposed tenants.


 


2.5                                 Americans with Disabilities Act.  In the event that as a result of Sublessee’s
use, or intended use, of the Premises the Americans with Disabilities Act or
any similar law requires modifications or the construction or installation of
improvements in or to the Premises, Building, Project and/or Common Areas, the
Parties agree that such modifications, construction or improvements shall be
made at: o 
Sublessor’s expense  ý  Sublessee’s expense.


 


2.6                                 Vehicle Parking. 
Sublessee shall be entitled to use the number of Unreserved Parking
Spaces and Reserved Parking Spaces specified in Paragraph 1.2(b) on those
portions of the Common Areas designated from time to time for parking.  Sublessee shall not use more parking spaces
than said number.  Said parking spaces
shall be used for parking by vehicles no larger than fullsize passenger
automobiles or pickup trucks, herein called “Permitted
Size Vehicles.”  Sublessor may regulate the loading and
unloading of vehicles by adopting Rules and Regulations as provided in
Paragraph 2.9.  No vehicles other than
Permitted Size Vehicles may be parked in the Common Area without the prior
written permission of Sublessor.


 


(a)                                  Sublessee
shall not permit or allow any vehicles that belong to or are controlled by
Sublessee or Sublessee’s employees, suppliers, shippers, customers, contractors
or invitees to be loaded, unloaded, or parked in areas other than those
designated by Sublessor for such activities.


 


(b)                                 Sublessee
shall not service or store any vehicles in the Common Areas.


 


(c)                                  If
Sublessee permits or allows any of the prohibited activities described in this
Paragraph 2.6, then Sublessor shall have the right, without notice, in addition
to such other rights and remedies that it may have, to remove or tow away the
vehicle involved and charge the cost to Sublessee, which cost shall be
immediately payable upon demand by Sublessor.


 


2.7                                 Common Areas - Definition. 
The term “Common Areas” is defined as all
areas and facilities outside the Premises and within the exterior boundary line
of the Project and interior utility raceways and installations within the
Premises that are provided and designated by the Sublessor from time to time
for the general nonexclusive use of Sublessor, Sublessee and other tenants of
the Project and their respective employees, suppliers, shippers, customers,
contractors and invitees, including parking areas, loading and unloading areas,
trash areas, roadways, walkways, driveways and landscaped areas.


 


2.8                                 Common Areas - Sublessee’s Rights.  Sublessor grants to Sublessee, for the
benefit of Sublessee and its employees, suppliers, shippers, contractors,
customers and invitees, during the term of this Sublease, the nonexclusive
right to use, in common with others entitled to such use, the Common Areas as
they exist from time to time, subject to any rights, powers, and privileges
reserved by Sublessor under the terms hereof or under the terms of any rules and
regulations or restrictions governing the use of the Project.  Under no circumstances shall the right herein
granted to use the Common Areas be deemed to include the right to store any
property, temporarily or permanently, in the Common Areas.  Any such storage shall be permitted only by
the prior written consent of Sublessor or Sublessor’s designated agent, which
consent may be revoked at any time.  In
the event that any unauthorized storage shall occur then Sublessor shall have
the right, without notice, in addition to such other rights and remedies that
it may have, to remove the property and charge the cost to Sublessee, which
cost shall be immediately payable upon demand by Sublessor.


 


2.9                                 Common Areas - Rules and Regulations.  Sublessor or such other person(s) as
Sublessor may appoint shall have the exclusive control and management of the
Common Areas and shall have the right, from time to time, to establish, modify,
amend and enforce reasonable rules and regulations (“Rules and
Regulations”) for the management, safety, care, and cleanliness of
the grounds, the parking and unloading of vehicles and the preservation of good
order, as well as for the convenience of other occupants or tenants of the Building
and the Project and their invitees. 
Sublessee agrees to abide by and conform to all such Rules and
Regulations, and to cause its employees, suppliers, shippers, customers,
contractors, and invitees to so abide and conform.  Sublessor shall not be responsible to
Sublessee for the noncompliance with said Rules and Regulations by other
tenants of the Project.


 


2.10                           Common Areas - Changes. 
Sublessor shall have the right, in Sublessor’s sole discretion, from
time to time:


 


(a)                                  To
make changes to the Common Areas, including, without limitation, changes in the
location, size, shape and number of driveways, entrances, parking spaces,
parking areas, loading and unloading areas, ingress, egress, direction of
traffic, landscaped areas, walkways and utility raceways;


 


(b)                                 To
close temporarily any of the Common Areas for maintenance purposes so long as
reasonable access to the Premises remains available;


 


(c)                                  To
add additional buildings and improvements to the Common Areas;


 


(d)                                 To
use the Common Areas while engaged in making additional improvements, repairs
or alterations to the Project, or any portion thereof; and


 


(e)                                  To
do and perform such other acts and make such other changes in, to or with
respect to the Common Areas and Project as Sublessor may, in the exercise of
sound business judgment, deem to be appropriate.


 


3.                                       Possession.


 


3.1  Early
Possession.  If Sublessee
totally or partially occupies the Premises prior to the Commencement Date, the
obligation to pay Base Rent shall be abated for the period of such early
possession.  All other terms of this
Sublease (including but not limited to the obligations to pay Sublessee’s Share
of Common Area Operating Expenses, Real Property Taxes and insurance premiums
and to maintain the Premises) shall, however, be in effect during such
period.  Any such early possession shall
not affect the Expiration Date.


 


3.2  Delay in
Commencement.  Sublessor
agrees to use its best commercially reasonable efforts to deliver possession of
the Premises by the Commencement Date. 
If, despite said efforts, Sublessor is unable to deliver possession as
agreed, the rights and obligations of Sublessor and Sublessee shall be as set
forth in Paragraph 3.3 of the Master Lease (as modified by Paragraph 7.3 of
this Sublease).


 


3.4  Sublessee Compliance.  Sublessor shall not be required to tender
possession of the Premises to Sublessee until Sublessee complies with its
obligation to provide evidence of insurance. 
Pending delivery of such evidence. 
Sublessee shall be required to perform all of its obligations under this
Sublease from and after the Start Date, including the payment of Rent,
notwithstanding Sublessor’s election to withhold possession pending receipt of
such evidence of insurance.  Further, if
Sublessee is required to perform any other conditions prior [ILLEGIBLE] concurrent
with the Start Date, the Start Date shall occur but Sublessor may elect to
withhold possession until such conditions are satisfied.


 


 


	
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4.                                      Rent and Other Charges.


 


4.1  Rent Defined.  All monetary obligations of Sublessee to
Sublessor under the terms of this Sublease (except for the Security Deposit)
are deemed to be rent (“Rent”).  Rent shall be payable in lawful money of the
United States to Sublessor at the address stated herein or to such other
persons or at such other places as Sublessor may designate in writing.


 


4.2  Common Area Operating
Expenses.  Sublessee shall pay
to during the term hereof, such cost is included in gross rent. In
addition to the Base Rent,
Sublessee’s Share of all Common Area Operating Expenses, as hereinafter
defined, during each calendar year of the term of this Sublease, in accordance
with the following provisions:


 


(a)                                  “Common Area Operating Expenses” are defined, for purposes of this Sublease, as
all costs incurred by Sublessor relating to the operation of the Project,
including, but not limited to, the following:


 


(i)                                     The operation, 
repair and maintenance, in neat, clean, 
good order and condition,  but not
the replacement (see subparagraph (e)), of the following:


 


(aa)                            The Common Areas and Common Area improvements,
including parking areas, loading and unloading areas, trash areas, roadways,
parkways, walkways, driveways, landscaped areas, bumpers, irrigation systems,
Common Area lighting facilities, fences and gates, elevators, roofs, and roof
drainage systems.


 


(bb)                          Exterior signs and any tenant directories.


 


(cc)                            Any fire sprinkler systems.


(ii)                                                                                  The cost of water, gas, electricity and
telephone to service the Common Areas and any utilities not separately metered.


(iii)                               Trash disposal, pest control services,
property management, security services, and the costs of any environmental
inspections.


(iv)                                                                              Reserves set aside for maintenance and repair
of Common Areas.


(v)                                                                                 Real Property Taxes.


(vi)                                                                              Insurance premiums.


(vii)                           Any deductible portion of an insured loss
concerning the Building or the Common Areas.


 


(b)                                 The inclusion of the improvements, facilities
and services set forth in Subparagraph 4.2(a) shall not be deemed to impose an
obligation upon Sublessor to either have said improvements or facilities or to
provide those services unless Sublessor already provides the services, or
Sublessor has agreed elsewhere in this Sublease to provide the same or some of
them.


 


(c)                                  Sublessee’s
Share of Common Area Operating Expenses shall be payable by Sublesses within 10
days after a reasonably detailed statement of actual expenses is presented to
Sublessee. At Sublessor’s option, however, an amount may be estimated by
Sublessor from time to time of Sublessee’s Share of annual Common Area
Operating Expenses and the same shall be payable monthly or quartely, as
Sublessor shall designate, during each 12 month period of the Sublease term, on
the same day as the Base Rent is due hereunder. Sublesor shall deliver to
Sublessee within 60 days after the expiration of each calendar year a
reasonably detailed statement showing Sublessee’s Share of the actual Common
Area Operating Expenses incurred during the preceding year. If Sublessee’s
payments [ILLEGIBLE] or this Paragraph 4.2(c) during the preceding year exceed
Sublessee’s Share as indicated on such statement. Sublessor shall credit the
amount of such overpayment against Sublessee’s Share of Common Area Operating
Expenses next becoming due. If Sublessee’s payments under this Paragraph 4.2(c)
during the preceding year were less than Sublessee’s Share as indicated on such
statement. Sublessee shall pay to Sublessor the amount of the deficiency within
10 days after delivery by Sublessor to Sublessee of the statement.


 


4.3  Utilities.    Sublessee
shall pay for all water, gas, heat, light, power, telephone, trash disposal and
other utilities and services supplied to the Premises, together with any taxes
thereon; such cost is included in gross rent. 
Notwithstanding the provisions of Paragraph 4.2, if at any
time in Sublessor’s sole judgment. Sublessor determines that Sublesee is using
a disproportionate amount of water, electricity or other commonly metered
utilities, or that Sublessee is generating such a large volume of trash as to
require an increase in the size of the dumpster and/or an increase in the
number of times per month that the dumpster is emptied, then Sublessor may
increases Sublessee’s Base Rent by an amount equal to such increased costs.


 


5.                                       Security Deposit. The right and obligations of Sublessor and
Sublessee as to said Security Deposit shall be as set forth in Paragraph 5 of
the Master lease (as modified by Paragraph 7.3 of this Sublease).


 


6.                                       Agreed Use.   The
Premises shall be used and occupied only for General office, administrative and
any other legally permitted use compatible with first class office buildings


                                                                                                                                                                  and
for no other purpose.


 


7.                                       Master Lease.


 


7.1  Sublessor is the lessee of the Premises by
virtue of a lease, hereinafter the “Master Lease”,
wherein S&F HUNTINGTON MILLENNIUM LLC 


is the lessor, hereinafter the “Master Lessor”.


 


7.2  This Sublease is and shall be at all times
subject and subordinate to the Master Lease.


 


7.3  The terms, conditions and respective
obligations of Sublessor and Sublessee to each other under this Sublease shall
be the terms and conditions of the Master Lease except for those provisions of
the Master Lease which are directly contradicted by this Sublease in which
event the terms of this Sublease document shall control over the Master
Lease.   Therefore, for the purposes of
this Sublease, wherever in the Master Lease the word “Lessor”
is used it shall be deemed to mean the Sublessor herein and wherever in the
Master Lease the word “Lessee” is used it shall be deemed to mean the Sublessee
herein.


 


7.4  During
the term of this Sublease and for all periods subsequent for obligations which
have arisen prior to the termination of this Sublease, Sublessee
does hereby expressly assume and agree to perform and comply with, for the
benefit of Sublessor and Master Lessor,


 


 


	
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each
and every obligation of Sublessor under the Master Lease except for the
following paragraphs which are excluded therefrom:


N/A


 


7.5  The obligations that Sublessee has assumed
under paragraph 7.4 hereof are hereinafter referred to as the “Sublessee’s Assumed Obligations”,  The obligations that sublessee has not
assumed under paragraph 7.4 hereof are hereinafter referred to as the Sublessor’s Remaining Obligations”.


 


7.6  Sublessee shall hold Sublessor free and
harmless from all liability, judgments, costs, damages, claims or demands,
including reasonable attorneys fees, arising out of Sublessee’s failure to
comply with or perform Sublessee’s Assumed Obligations.


 


7.7  Sublessor agrees to maintain the Master Lease
during the entire term of this Sublease, subject, however, to any earlier termination
of the Master Lease without the fault of the Sublessor, and to comply with or
perform Sublessor’s Remaining Obligations and to hold Sublessee free and
harmless from all liability, judgments, costs, damages, claims or demands
arising out of Sublessor’s failure to comply with or perform Sublessor’s Remaining
Obligations.


 


7.8  Sublessor represents to Sublessee that the Master Lease is in full force and effect and that no default
exists on the part of any Party to the Master Lease.


 


8.                                       Assignment of Sublease and
Default.


 


8.1  Sublessor hereby assigns and transfers to
Master Lessor the Sublessor’s interest in this Sublease, subject however to the
provisions of Paragraph 8.2 hereof.


 


8.2  Master Lessor, by executing this document,
agrees that until a Default shall occur in the performance of Sublessor’s
Obligations under the Master Lease, that Sublessor may receive, collect and
enjoy the Rent accruing under this Sublease. However, if Sublessor shall
Default in the performance of its obligations to Master Lessor then Master
Lessor may, at its option, receive and collect, directly from Sublessee, all
Rent owing and to be owed under this Sublease. Master Lessor shall not, by
reason of this assignment of the Sublease nor by reason of the collection of
the Rent from the Sublessee, be deemed liable to Sublessee for any failure of
the Sublessor to perform and comply with Sublessor’s Remaining Obligations.


 


8.3  Sublessor hereby irrevocably authorizes and
directs Sublessee upon receipt of any written notice from the Master Lessor
stating that a Default exists in the performance of Sublessor’s obligations
under the Master Lease, to pay to Master Lessor
the Rent due and to become due under the Sublease. Sublessor agrees that
Sublessee shall have the right to rely upon any such statement and request from
Master Lessor, and that Sublessee shall pay such Rent to Master Lessor without
any obligation or right to inquire as to whether such Default exists and
notwithstanding any notice from or claim from Sublessor to the contrary and
Sublessor shall have no right or claim against Sublessee for any such Rent so
paid by Sublessee.


 


8.4  No Changes or modifications shall be made to
this Sublease without the consent of Master Lessor.


 


9.                                       Consent of Master Lessor.


 


9.1  In the event that the Master Lease requires
that Sublessor obtain the consent of Master Lessor to any subletting by
Sublessor  [ILLEGIBLE] this Sublease
shall not be effective unless, within 10 days of the date hereof, Master Lessor
signs this Sublease thereby giving its consent to this Subletting.


 


9.2  In the event that the obligations of the
Sublessor under the Master Lease have been guaranteed by third parties then
neither this, Sublease, nor the Master Lessor’s consent, shall be effective
unless, within 10 days of the date hereof, said guarantors sign this Sublease
thereby giving their consent to this Sublease.


 


9.3  In the event that Master Lessor does give
such consent then:


 


(a)                                  Such consent shall not release Sublessor of
its obligations or alter the primary liability of Sublessor to pay the Rent and
perform and comply with all of the obligations of Sublessor to be performed
under the Master Lease.


 


(b)                                 The acceptance of Rent by Master Lessor from
Sublessee or any one else liable under the Master Lease shall not be deemed a
waiver by Master Lessor of any provisions of the Master Lease.


 


(c)                                  The consent to this Sublease Shall not
constitute a consent to any subsequent subletting or assignment.


 


(d)                                 In the event of any Default of Sublessor under
the Master Lease, Master Lessor may proceed directly against Sublessor, any
guarantors or any one else liable under the Master Lease or this Sublease
without first exhausting Master Lessor’s remedies against any other person or
entity liable thereon to Master Lessor.


 


(e)                                  Master Lessor may consent to subsequent
sublettings and assignments of the Master Lease or this Sublease-or any
amendments or modifications thereto without notifying Sublessor or any one else
liable under the Master Lease and without obtaining their consent and such
action shall not relieve such persons from liability.


 


(f)                                    In the event that Sublessor shall Default in its
obligations under the Master Lease, then Master Lessor, at its option and
without being obligated to do so, may require Sublessee to attorn to Master
Lessor in which event Master Lessor shall undertake the obligations of
Sublessor under this Sublease from the time of the exercise of said option to
termination of this Sublease but Master Lessor shall not be liable for any
prepaid Rent nor any Security Deposit paid by Sublessee, nor shall Master
Lessor be liable for any other Defaults of the Sublessor under the Sublease.


 


9.4  The signatures of the Master Lessor and any
Guarantors of Sublessor at the end of this document shall constitute their
consent to the terms of this Sublease.


 


9.5  Master Lessor acknowledges that, to the best
of Master Lessor’s knowledge, no Default presently exists under the Master
Lease of obligations to be performed by Sublessor and that the Master Lease is
in full force and effect.


 


9.6  In the event that Sublessor Defaults under
its obligations to be performed under the Master Lease by Sublessor, Master
Lessor agrees to deliver to Sublessee a copy of any such notice of
default.   Sublessee shall have the right
to cure any Default of Sublessor described in any notice of default within ten
days after service of such notice of default on Sublessee. If such Default is
cured by Sublessee then Sublessee shall have the right of reimbursement and offset
from and against Sublessor.


 


10.                                 Additional Brokers Commissions.


 


 


	
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10.1  Sublessor agrees that if Sublessee exercises
any option or right of first refusal as granted by Sublessor herein, or any
option or right substantially similar thereto, either to extend the term of
this Sublease, to renew this Sublease, to purchase the Premises, or to lease or
purchase adjacent property which Sublessor may own or in which Sublessor has an
interest, then Sublessor shall pay to Broker a fee in accordance with the
schedule of Broker in effect at the time of the execution of this
Sublease.  Notwithstanding the foregoing,
Sublessor’s obligation under this Paragraph is limited to a transaction in
which Sublessor is acting as a Sublessor, lessor or seller.


 


10.2  Master Lessor agrees that if Sublessee shall
exercise any option or right of first refusal granted to Sublessee by Master
Lessor in connection with this Sublease, or any option or right substantially
similar thereto, either to extend or renew the Master Lease, to purchase the
Premises or any part thereof, or to lease or purchase adjacent property which
Master Lessor may own or in which Master Lessor has an interest, or if Broker
is the procuring cause of any other lease or sale entered into between
Sublessee and Master Lessor pertaining to the Premises, any part thereof, or
any adjacent property which Master Lessor owns or in which it has an interest,
then as to any of said transactions, Master Lessor shall pay to Broker a fee,
in cash, in accordance with the schedule of Broker in effect at the time of the
execution of this Sublease.


 


10.3  Any fee due from Sublessor or Master Lessor
hereunder shall be due and payable upon the exercise of any option to extend or
renew, upon the execution of any new lease, or, in the event of a purchase, at
the close of escrow.


 


10.4  Any transferee of Sublessor’s interest in
this Sublease, or of Master Lessor’s interest in the Master Lease, by accepting
an assignment thereof, shall be deemed to have assumed the respective
obligations of Sublessor or Master Lessor under this Paragraph 10.  Broker shall be deemed to be a third-party
beneficiary of this Paragraph 10.


 


11.  Representations and Indemnities of Broker
Relationships. 
The Parties each represent and warrant to the other that it has had no
dealings with any person, firm, broker or finder (other than the Brokers, if
any) in connection with this Sublease, and that no one other than said named
Brokers is entitled to any commission or finder’s fee in connection
herewith.  Sublessee and Sublessor do
each hereby agree to indemnify, protect, defend and hold the other harmless
from and against liability for compensation or charges which may be claimed by
any such unnamed broker, finder or other similar party by reason of any
dealings or actions of the indemnifying Party, including any costs, expenses,
attorneys’ fees reasonably incurred with respect thereto.


 


12.  Attorney’s fees.  If any Party or Broker brings an action or
proceeding involving the Premises whether founded in tort, contract or equity,
or to declare rights hereunder, the Prevailing Party (as hereafter defined) in
any such proceeding, action, or appeal thereon, shall be entitled to reasonable
attorneys’ fees. Such fees may be awarded in the same suit or recovered in a
separate suit, whether or not such action or proceeding is pursued to decision
or judgment.  The term, “Prevailing Party” shall include, without limitation, a
Party or Broker who substantially obtains or defeats the relief sought, as the
case may be, whether by compromise, settlement, judgment, or the abandonment by
the other Party or Broker of its claim or defense.  The attorneys’ fees award shall not be
computed in accordance with any court fee schedule, but shall be such as to
fully reimburse all attorneys’ fees reasonably incurred.  In addition, Sublessor shall be entitled to
attorneys’ fees, costs and expenses incurred in the preparation and service of
notices of Default and consultations in connection therewith, whether or not a
legal action is subsequently commenced in connection with such Default or
resulting Breach ($200 is a reasonable minimum per occurrence for such services
and consultation).


 


13.  No Prior or Other Agreements; Broker
Disclaimer.  This
Sublease contains all agreements between the Parties with respect to any matter
mentioned herein, and no other prior or contemporaneous agreement or
understanding shall be effective. 
Sublessor and Sublessee each represents and warrants to the Brokers that
it has made, and is relying solely upon, its own investigation as to the
nature, quality, character and financial responsibility of the other Party to
this Sublease and as to the use, nature, quality and character of the Premises.
Brokers have no responsibility with respect thereto or with respect to any
default or breach hereof by either Party. 
The liability (including court costs and attorneys’ fees), of any Broker
with respect to negotiation, execution, delivery or performance by either
Sublessor or Sublessee under this Sublease or any amendment or modification
hereto shall be limited to an amount up to the fee received by such Broker
pursuant to this Sublease; provided, however, that the foregoing limitation on
each Broker’s liability shall not be applicable to any gross negligence or
willful misconduct of such Broker.


 


14.  Term.  In
addition to Paragraph 1.3 Term, the following shall apply:


 


Sublessee will notify Sublessor
60 days prior to Lease expiration whether they will need to hold over.
Sublessor and Master Lessor will allow Sublessee to holdover for 60 days at the
current Lease rate of $1.75 per square foot. After that Sublessee will be
responsible for assuming the holdover provision of Master Lease.


 


Sublessee must provide
Sublessor with 10 business days at the end of their term to breakdown and move
the existing furniture systems. 
Sublessee may also elect to purchase the furniture systems from
Sublessor.


 


Sublessor will not be
responsible for any holder or extension of term by Sublessee.


 


Should Sublessee need to extend
the Lease beyond the Master Lease term they may rent the furniture system at
$10.00 per station/office furniture per month or purchase them at $625.00 per
unit, but in either case Sublessee shall be responsible for the moving cost of
system if they elect to remain beyond January 31, 2006.


 


15.  Right to Sublease/Assign.  Sublessee shall have
the right to sub-lease all or a portion of the Premises without the consent 


 


	
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of Sublessor to any subsidiary
or affiliate of Sublessee.  Sublessor
shall have the right to reasonably review any assignment or sublease to any
non-affiliate.  Said review to take no
more than five (5) days.  If Sublessor
does not show due cause for rejecting assignee/sublessee with five (5) days,
the assignment/sublease will have been deemed approved.


 


Sublessee will have the right
to assign/sublease to other sub-tenants. 
Sublessee will retain the right to any profits associated with
assignment/sublease of the space.


 


16. Directory
Board.  Sublessee shall have
the exclusive right to include the name of the firm on the Building directory
board in the main building lobby.


 


17. As a condition of the Parties
entering into this Sublease, Master Lesssor has agreed to accomplish the items
in the attached Work Letter by March 21, 2005. 
That agreement is confirmed by the attached letter from the Master
Lessor.  Notwithstanding that the Master
Lessor will be accomplishing the Work Items, it is the responsibility of the
Sublessor that such Work Items be completed by March 21, 2005.  Any delay by Master Lessor in completing the
Work Letter items shall be considered a Delay in Possession under the
provisions of Clause 3.3 of the Master Lease as such Clause is applicable to
the Parties to this Sublease.


 


18. Sublessee’s personnel shall
have access to the Building and the Premises at all times, 24 hours per day and
seven days per week.  The South and North
doors to the reception area of the Building, as well as the West and East doors
to the Building, shall be unlocked during the normal operating hours for the
Building (7:30 A.M. to 6:30 P.M.) Monday through Friday.  Saturday and Sundays, Holidays and hours
other than normal operating hours for the Building, the Building will remain
locked, and Sublessee’s personnel shall enter the Building, using their
personal access cards furnished and maintained by Master Lessor, through either
the North, South, East or West exterior doors. 
Master Lessor will assume all cost associated with connecting East door
to the North, South and West door system. 
There is a $5.00 deposit for each access card issued which will be the
responsibility of the Sublessee.  Master
Lessor shall bill Sublessee for cards issued and Sublessee agrees to pay Master
Lessor directly for the cards.


 


19. Sublessee’s personnel shall
enter the Sublessee’s separate Premises using personal card keys furnished by
Sublessee.


 


20. The HVAC system for
Sublessee’s Premises shall have its own controls separate from the remainder of
the building, sublessee may operate the HVAC system for the Premises at any
time, including weekend and Holidays.


 


 


ATTENTION:                    NO
REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE
ASSOCIATION OR BY ANY REAL ESTATE BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL
EFFECT, OR TAX CONSEQUENCES OF THIS SUBLEASE OR THE TRANSACTION TO WHICH IT
RELATES. THE PARTIES ARE URGED TO:


 


1.  SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND
TAX CONSEQUENCES OF THIS SUBLEASE.


 


2.  RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND
INVESTIGATE THE CONDITION OF THE PREMISES. 
SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE
PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY, THE STRUCTURAL
INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY
OF THE PREMISES FOR SUBLESSEE’S INTENDED USE.


 


WARNING:  IF THE SUBJECT PROPERTY IS LOCATED IN A STATE
OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE SUBLEASE MAY NEED TO BE
REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.


 


	
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  Executed at:

  	
   

  	
   

  	
  Executed at:

  	
  Arcadia, CA

  	
   

  
	
  on:

  	
   

  	
   

  	
  on:

  	
  04 March 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SUBLESSOR:

  	
   

  	
  By
  SUBLESSEE:

  	
   

  
	
  SeeBeyond
  Technologies, Inc.

  	
   

  	
  Parsons
  Energy & Chemicals Group Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ BARRY
  PLAGA

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name
  Printed:

  	
  Barry Plaga

  	
   

  	
  Name
  Printed:

  	
   

  	
   

  
	
  Title:

  	
  EVP &
  CFO

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
  /s/ EDWARD
  L. STRINGHAM

  	
   

  
	
  Name
  Printed:

  	
   

  	
   

  	
  Name
  Printed:

  	
  Edward L.
  Stringham

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President

  	
   

  
	
  Address:

  	
   

  	
   

  	
  Address:

  	
  125 W
  Huntington Dr 

  	
   

  
	
   

  	
   

  	
  Arcadia, CA
  91007

  	
   

  
	
  Telephone/Facsimile:

  	
   

  	
   

  	
  Telephone/Facsimile:

  	
  626-194-3586

  	
   

  
	
  Federal ID
  No.

  	
   

  	
   

  	
  Federal ID
  No.

  	
  94-2624994

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BROKER:

  	
   

  	
  BROKER:

  	
   

  
	
   

  	
   

  	
  Cushman
  & Wakefield

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attn:

  	
   

  	
   

  	
  Attn:

  	
  Kinden E.
  Mitchell

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
  Address:

  	
  601 S.
  Figueroa Street

  	
   

  
	
   

  	
   

  	
  Los Angeles,
  CA 90017-5752

  	
   

  
	
  Telephone/Facsimile:

  	
   

  	
   

  	
  Telephone/Facsimile:

  	
  213-629-6564/213-955-6426

  	
   

  
	
  Federal ID
  No.

  	
   

  	
   

  	
  Federal ID
  No.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Consent to
  the above Sublease is hereby given.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Executed at:

  	
  181
  Huntington Dr.

  	
   

  	
  Executed at:

  	
   

  	
   

  
	
  on:

  	
  Monrovia,
  March 5, 2005

  	
   

  	
  on:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By MASTER
  LESSOR:

  	
   

  	
  By
  GUARANTOR(S):

  	
   

  
	
  S&F
  Huntington Millennium LLC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name
  Printed:

  	
   

  	
   

  
	
  By:

  	
  /s/ BLAINE
  P. FETTER

  	
   

  	
  Address:

  	
   

  	
   

  
	
  Name
  Printed:

  	
  Blaine P.
  Fetter

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Name
  Printed:

  	
   

  	
   

  
	
  Name
  Printed:

  	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
  602 E.
  Huntington Drive, Ste. D

  	
   

  	
   

  	
   

  
	
  Monrovia, CA
  91016

  	
   

  	
   

  	
   

  
	
  Telephone/Facsimile:

  	
  626-305-5530

  	
   

  	
   

  	
   

  
	
  Federal ID
  No.

  	
   

  	
   

  	
   

  	
   

  
																								



 


	
   

  	
   

  	
   

  	
   

  	
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NOTE:  These forms are often modified to meet
changing requirements of law and needs of the industry.  Always write or call to make sure you are
utilizing the most current form: 
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 700 So.  Flower St., Suite 600, Los Angeles, CA 90017.
(213) 687-8777.


 


 


	
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STANDARD OFFICE LEASE


SITE PLAN


 


“[MAP]”


 


 


	
   

  	
   

  	
   

  	
   

  	
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  © 1999 -
  American Industrial Real Estate Association

  	
   

  	
  FORM OFG-1-9/99E

  



 





















 


RULES AND REGULATIONS FOR


STANDARD OFFICE LEASE


 





 


 


Dated: February 24, 2005


 


By and Between SeeBeyond
Technologies, Inc. (Sublessor) and Parsons (Sublessee)


 


GENERAL RULES


 


1.                                       Lessee
shall not suffer or permit the obstruction of any Common Areas, including
driveways, walkways and stairways.


2.                                       Lessor
reserves the right to refuse access to any persons Lessor in good faith judges
to be a threat to the safety and reputation of the Project and its occupants.


3.                                       Lessee
shall not make or permit any noise or odors that annoy or interfere with other
lessees or persons having business within the Project.


4.                                       Lessee
shall not keep animals or birds within the Project, and shall not bring bicycles,
motorcycles or other vehicles into areas not designated as authorized for same.


5.                                       Lessee
shall not make, suffer or permit litter except in appropriate receptacles for
that purpose.


6.                                       Lessee
shall not alter any lock or install new or additional locks or bolts.


7.                                       Lessee
shall be responsible for the inappropriate use of any toilet rooms, plumbing or
other utilities.  No foreign substances
of any kind are to be inserted therein.


8.                                       Lessee
shall not deface the walls, partitions or other surfaces of the Premises or
Project.


9.                                       Lessee
shall not suffer or permit anything in or around the Premises or Building that
causes excessive vibration or floor loading in any part of the project.


10.                                 Furniture,
significant freight and equipment shall be moved into or out of the building
only with the Lessor’s knowledge and consent, and subject to such reasonable
limitations, techniques and timing, as may be designated by Lessor.  Lessee shall be responsible for any damage to
the Office Building Project arising from any such activity.


11.                                 Lessee
shall not employ any service or contractor for services or work to be performed
in the Building, except as approved by Lessor.


12.                                 Lessor
reserves the right to close and lock the Building on Saturdays, Sundays and
Building Holidays, and on other days between the hours of 6:30 P.M. and 7:30
A.M. of the following day.  If Lessee
uses the Premises during such periods. 
Lessee shall be responsible for completely locking any doors it may have
opened for entry.  (Sublessee shall have
24/7 access to building)


13.                                 Lessee
shall return all keys at the termination of its tenancy and shall be
responsible for the cost of replacing any keys that are lost.


14.                                 No
window coverings, shades or awnings shall be installed or used by Lessee.


15.                                 No
Lessee, employee or invitee shall go upon the roof of the Building.


16.                                 Lessee
shall not suffer or permit smoking or carrying of lighted cigars or cigarettes
in areas reasonably designated by Lessor or by applicable governmental agencies
as non-smoking areas.


17.                                 Lessee
shall not use any method of heating or air conditioning other than as provided
by Lessor.


18.                                 Lessee
shall not install, maintain or operate any vending machines upon the Premises
without Lessor’s written consent.


19.                                 The
Premises shall not be used for lodging or manufacturing, cooking or food
preparation.


20.                                 Lessee
shall comply with all safety, fire protection and evacuation regulations established
by Lessor or any applicable governmental agency.


21.                                 Lessor
reserves the right to waive any one of these rules or regulations, and/or as to
any particular Lessee, and any such waiver shall not constitute a waiver of any
other rule or regulation or any subsequent application thereof to such Lessee.


22.                                 Lessee
assumes all risks from theft or vandalism and agrees to keep its Premises
locked as may be required.


23.                                 Lessor
reserves the right to make such other reasonable rules and regulations as it
may from time to time deem necessary for the appropriate operation and safety
of the Project and its occupants.  Lessee
agrees to abide by these and such rules and regulations.


 


PARKING RULES


 


1.                                       Parking
areas shall be used only for parking by vehicles no longer than full size,
passenger automobiles herein called “Permitted Size Vehicles.” Vehicles other
than Permitted Size Vehicles are herein referred to as “Oversized Vehicles.”


2.                                       Lessee
shall not permit or allow any vehicles that belong to or are controlled by
Lessee or Lessee’s employees, suppliers, shippers, customers, or invitees to be
loaded, unloaded, or parked in areas other than those designated by Lessor for
such activities.


3.                                       Parking
stickers or identification devices shall be the property of Lessor and be
returned to Lessor by the holder thereof upon termination of the holder’s
parking privileges.  Lessee will pay such
replacement charge as is reasonably established by Lessor for the loss of such
devices.


4.                                       Lessor
reserves the right to refuse the sale of monthly identification devices to any
person or entity that willfully refuses to comply with the applicable rules,
regulations, laws and/or agreements.


5.                                       Lessor
reserves the right to relocate all or a part of parking spaces from floor to
floor, within one floor, and/or to reasonably adjacent offsite location(s), and
to reasonably allocate them between compact and standard size spaces, as long
as the same complies with applicable laws, ordinances and regulations.


6.                                       Users
of the parking area will obey all posted signs and park only in the areas
designated for vehicle parking.


7.                                       Unless
otherwise instructed, every person using the parking area is required to park
and lock his own vehicle.  Lessor will
not be responsible for any damage to vehicles, injury to persons or loss of
property, all of which risks are assumed by the party using the parking area.


8.                                       Validation,
if established, will be permissible only by such method or methods as Lessor
and/or its licensee may establish at rates generally applicable to visitor
parking.


9.                                       The
maintenance, washing, waxing or cleaning of vehicles in the parking structure
or Common Areas is prohibited.


10.                                 Lessee
shall be responsible for seeing that all of its employees, agents and invitees
comply with the applicable parking rules, regulations, laws and


 


 


	
   

  	
   

  	
   

  	
   

  	
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agreements.


11.                                 Lessor
reserves the right to modify these rules and/or adopt such other reasonable and
non-discriminatory rules and regulations as it may deem necessary for the
proper operation of the parking area.


12.                                 Such
parking use as is herein provided is intended merely as a license only and no
bailment is intended or shall be created hereby.


 


 


	
   

  	
   

  	
   

  	
   

  	
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Samuelson & Fetter LLC


Private
Developers. Strategic Partners.


 


March 4, 2005


 


 


Parsons Energy & Chemicals
Group Inc.


 


 


	
  RE:

  	
   

  	
  Agreement to construct improvements at 181 W. Huntington Drive,
  Monrovia, California

  
	
   

  	
   

  	
  Reference sublease by and between SeeBeyond Technologies, Inc. and
  Parsons Corp. dated March 4, 2005

  



 


 


This letter is to memorialize
an agreement between S&F Huntington Millennium LLC (Lessor) and Parsons
Energy & Chemicals Group Inc. (sublessee) to construct a corridor on the
east end of the second floor of the above captioned building and make other
improvements described in the attached Work Letter.


 


Lessor commits to have plans
prepared by Richard Chan Architects Exhibit “1”.


 


Lessor will act as
owner-builder to construct the corridor system and other improvements as
described in Exhibit “1”.


 


Lessor will employ all
necessary subcontractors to substantially complete the area in a workmanlike
manner by March 21, of 2005.


 


Cost of construction will be at
the Lessor’s expense.


 


The “finish” of the space will
match or be similar to the existing corridor on the same floor, west side.


 


The schedule, Exhibit “2”, is
attached and delineates the plan for construction and completion of said
corridor.


 


	
  Regards,

  
	
   

  
	
   

  
	
  /s/ Blaine
  P. Fetter

  	
   

  
	
  Blaine P.
  Fetter

  



 


BPF/mm


 


Enclosures.


 


	
  [SEAL] BPF

  	
   

  	
  602 East Huntington Drive  Suite D  Monrovia,
  California 91016  T 626 3055530 [ILLEGIBLE]

  	
   

  	
  [SEAL] ELS

  
	
   

  	
   

  	
   

  	
   

  	
  BJP

  



 





















 


WORK LETTER


 


1.                                       1
Ton Soleus is designated server room.


 


2.                                       V.C.T.
to replace carpet in designated server room.


 


3.                                       Three
(3), 20 Amp dedicated circuits providing 117 Volts of power of designated
server room.


 


4.                                       Install
1 coffee sink in designated breakroom.


 


	
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  BJP