COMMERCIAL LEASE AGREEMENT

(C.A.R. Form CL, Revised 11/11)	 


 


Date
(For reference only): June 10, 2011


Henway LLC
(“Landlord”) and Sealand Natural Resources Inc. (“Tenant”) agree as follows:


		1.	PROPERTY: Landlord rents to Tenant and Tenant rents from Landlord, the real property
                                                                  and improvements described as: 5026 Cass Street, San Diego CA 92109 (“Premises”), which comprise approximately
                                                                  1200 [ILLEGIBLE]% of the total square footage of rentable space in the entire property. See exhibit               
                                                                  for a further description of the Premises.



		2.	TERM: The term begins on
                                                                  (date) June 10, 2011 (“Commencement Date”), (Check
A or B):






		 ̈    A.	Lease:
and shall terminate on (date) Month/Month at 5.00 PM  ̈
AM þ PM. Any
holding over after the term of this agreement expires, with Landlord consent, shall create a month-to-month tenancy that either
party may terminate as specified in paragraph 2B. Rent shall be at a rate equal to the rent for the immediately preceding month,
payable in advance. All other terms and conditions of this agreement shall remain in full force and effect.



		þ    B.	Month-to-month:
                                                                                                                                                                                        and
                                                                                                                                                                                        continues
                                                                                                                                                                                        as
                                                                                                                                                                                        a
                                                                                                                                                                                        month-to-month
                                                                                                                                                                                        tenancy.
                                                                                                                                                                                        Either
                                                                                                                                                                                        party
                                                                                                                                                                                        may
                                                                                                                                                                                        terminate
                                                                                                                                                                                        the
                                                                                                                                                                                        tenancy
                                                                                                                                                                                        by
                                                                                                                                                                                        giving
                                                                                                                                                                                        written
                                                                                                                                                                                        notice
                                                                                                                                                                                        to
                                                                                                                                                                                        the
                                                                                                                                                                                        other
                                                                                                                                                                                        at
                                                                                                                                                                                        least
                                                                                                                                                                                        30
                                                                                                                                                                                        days
                                                                                                                                                                                        prior
                                                                                                                                                                                        to
                                                                                                                                                                                        the
                                                                                                                                                                                        intended
                                                                                                                                                                                        termination
                                                                                                                                                                                        date,
                                                                                                                                                                                        subject
                                                                                                                                                                                        to
                                                                                                                                                                                        any
                                                                                                                                                                                        applicable
                                                                                                                                                                                        laws.
                                                                                                                                                                                        Such
                                                                                                                                                                                        notice
                                                                                                                                                                                        may
                                                                                                                                                                                        be
                                                                                                                                                                                        given
                                                                                                                                                                                        on
                                                                                                                                                                                        any
                                                                                                                                                                                        date.



		 ̈    C.	RENEWAL OR EXTENSION TERMS:
See attached addendum __________.



		3.	BASE RENT:



		A.	Tenant agrees to pay Base Rent at the rate of (CHECK
ONE ONLY:)



		þ    (1)	$600
 per month, for the term of the agreement. Six hundred



		 ̈    (2)	$ _____________
                                                                                                                                                                                                                                               per month, for the first 12 months of the agreement. Commencing with the 13th month, and upon expiration of each 12 months
                                                                                                                                                                                                                                               thereafter, rent shall be adjusted according to any increase in the U.S. Consumer Price Index of the Bureau of
                                                                                                                                                                                                                                               Labor Statistics of the Department of Labor for All Urban Consumers (“CPI”) for ______________________________
                                                                                                                                                                                                                                               (the city nearest the location of the Premises), based on the following formula: Base Rent will be multiplied by the most
                                                                                                                                                                                                                                               current CPI preceding the first calendar month during which the adjustment is to take effect, and divided by the most recent
                                                                                                                                                                                                                                               CPI preceding the Commencement Date. In no event shall any adjusted Base Rent be less than the Base Rent for the month
                                                                                                                                                                                                                                               immediately preceding the adjustment. If the CPI is no longer published, then the adjustment to Base Rent shall be based on
                                                                                                                                                                                                                                               an alternate index that most closely reflects the CPI.



		 ̈    (3)	$ 3000,00  per month for the period commencing July 1,
2012 and ending 2014 and $ ____________ per month for the period commencing ____________ and ending ____________ and $
____________ per month for the period commencing ____________ and ending _______________.



		 ̈    (4)	In accordance with the attached rent schedule.



		 ̈    (5)	Other: ____________________________________________________________________.



		B.	Base Rent is payable in advance on the
1st (or þ
10th) day of each calendar month, and is delinquent
on the next day.



		C.	If the Commencement Date falls on any day other than the first day of the month, Base Rent for
the first calendar month shall be prorated based on a 30-day period. If Tenant has paid one full month’s Base Rent in advance
of Commencement Date, Base Rent for the second calendar month shall be prorated based on a 30-day period.



		4.	RENT:



		A.	Definition: (“Rent”) shall mean all monetary obligations of Tenant to Landlord under
the terms of this agreement, except security deposit.



		B.	Payment Rent shall be paid to (Name) Henway, LLC / Krisulthis LLC at (address)
                                                                       ________________________________, or at any other location specified by Landlord in writing to Tenant.



		C.	Timing: Base Rent shall be paid as specified in paragraph 3. All other Rent shall be paid within
30 days after Tenant is billed by Landlord.



		5.	EARLY POSSESSION: Tenant is entitled to possession
of the Premises on immediate.



If
Tenant is in possession prior to the Commencement Date, during this time (i)
Tenant is not obligated to pay Base Rent, and (ii) Tenant  ̈
is  ̈
is not obligated to pay Rent other than Base Rent. Whether or not Tenant is obligated to pay Rent prior to Commencement Date,
Tenant is obligated to comply with all other terms of this agreement.


		6.	SECURITY DEPOSIT:



		A.	Tenant agrees to pay Landlord $0 as a security deposit. Tenant agrees not to hold Broker responsible for its return. (IF CHECKED:)  ̈ If Base Rent increases during the term of this agreement, Tenant agrees to increase security deposit by the same proportion as the increase in Base Rent.








		B.	All or any portion of the security deposit may be used, as reasonably necessary, to: (i) cure Tenant’s default in payment of Rent, late charges, non-sufficient funds (“NSF”) fees, or other sums
due; (ii) repair damage, excluding ordinary wear and tear, caused by Tenant or
by a guest or licensee of Tenant; (iii) broom clean the Premises, if necessary,
upon termination of tenancy; and (iv) cover any other unfulfilled obligation of
Tenant. SECURITY DEPOSIT SHALL NOT BE USED BY TENANT IN LIEU OF PAYMENT OF LAST MONTH’S RENT. If all or any portion
of the security deposit is used during tenancy, Tenant agrees to reinstate the total security deposit within 5 days after written
notice is delivered to Tenant. Within 30 days after Landlord receives possession of the Premises, Landlord shall:  (i) furnish Tenant an itemized statement indicating the amount of any security deposit received and the basis for its disposition,
and  (ii) return any remaining portion of security deposit to Tenant. However, if
the Landlord’s only claim upon the security deposit is for unpaid Rent, then the remaining portion of the security deposit,
after deduction of unpaid Rent, shall be returned within 14 days after the Landlord receives possession.



		C.	No interest will be paid on security deposit, unless required by local ordinance.



 


	Landlord’s Initials ( ______________ )	 	Tenant’s Initials 
	 	 	 	 
	The
    copyright laws of the United States (Title 17 U.S. Code) forbid the unauthorized reproduction of this form, or any portion
    thereof, by photocopy machine or any other means, including facsimile or computerized formats. Copyright © 1998-2011,
    CALIFORNIA ASSOCIATION OF REALTORS®, INC. ALL RIGHTS RESERVED. 	   	 	
	 	 	 	 
	CL REVISED 11/11 (PAGE 1 of 6)	 	Reviewed by _______  Date _______	 


 


COMMERCIAL LEASE AGREEMENT
(CL PAGE 1 OF 6)


 


Prepared
using zipForm® software


 




    	 



    	 



    

 


	Premises:   5026 Cass St 	Date   6/10/11


 


7.
PAYMENTS:


 


	 	 	 	 	 	 	 	PAYMENT	 	 	 	 	 	 
	 	 	 	 	TOTAL DUE	 	RECEIVED	 	BALANCE DUE	 	DUE DATE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A.	 	Rent: From _______ To _______	 	$	_____________	 	$	_____________	 	$	_____________	 	 	_____________
	 	 	  Date            Date	 	 	 	 	 	 	 	 	 	 	 	 
	B.	 	Security Deposit _______________	 	$	_____________	 	$	_____________	 	$	_____________	 	 	_____________
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	C.	 	Other: _____________________	 	$	_____________	 	$	_____________	 	$	_____________	 	 	_____________
	 	 	Category	 	 	 	 	 	 	 	 	 	 	 	 
	D.	 	Other: _____________________	 	$	_____________	 	$	_____________	 	$	_____________	 	 	_____________
	 	 	Category	 	 	 	 	 	 	 	 	 	 	 	 
	E.	 	Total:
    _______________________	 	$	_____________	 	$	_____________	 	$	_____________	 	 	 


		8.	PARKING: Tenant is entitled
                                                                  to 1 unreserved and 1 reserved vehicle parking spaces. The right to parking  ̈
                                                                  is £
                                                                  is not included in the Base Rent charged pursuant to paragraph
                                                                  3. If not included in the Base Rent, the parking rental fee
                                                                  shall be an additional 0 per month. Parking space(s) are to be used for parking
                                                                  operable motor vehicles, except for trailers, boats, campers,
                                                                  buses or trucks (other than pick-up trucks). Tenant shall park
                                                                  in assigned space(s) only. Parking space(s) are to be kept clean.
                                                                  Vehicles leaking oil, gas or other motor vehicle fluids shall
                                                                  not be parked in parking spaces or on the Premises. Mechanical
                                                                  work or storage of inoperable vehicles is not allowed in parking
                                                                  space(s) or elsewhere on the Premises. No overnight parking
                                                                  is permitted.



		9.	ADDITIONAL STORAGE: Storage is
permitted as follows: ___________________________________________. The right to additional storage space  ̈
is þ is not included in the Base Rent charged pursuant to paragraph 3. If not included in Base Rent, storage space shall be an additional
$ _____________ per month. Tenant shall store only personal property that Tenant owns, and shall not store property that is claimed
by another, or in which another has any right, title, or interest. Tenant shall not store any improperly packaged food or perishable
goods, flammable materials, explosives, or other dangerous or hazardous material. Tenant shall pay for, and be responsible for,
the clean-up of any contamination caused by Tenant’s use of the storage area.



		10.	LATE CHARGE; INTEREST; NSF CHECKS: Tenant acknowledges
that either late payment of Rent or issuance of a NSF check may cause Landlord to incur costs and expenses, the exact amount
of which are extremely difficult and impractical to determine. These costs may include, but are not limited to, processing, enforcement
and accounting expenses, and late charges imposed on Landlord. If any installment of Rent due from Tenant is not received by Landlord
within 5 calendar days after date due, or if a check is returned NSF,
Tenant shall pay to Landlord, respectively, $50 as late charge, plus 10% interest per annum on the delinquent amount and
$25.00 as a NSF fee, any of which shall be deemed additional Rent. Landlord and Tenant agree that these charges represent a fair
and reasonable estimate of the costs Landlord may incur by reason of Tenant’s late or NSF payment. Any late charge, delinquent
interest, or NSF fee due shall be paid with the current installment of Rent. Landlord’s acceptance of any late charge or
NSF fee shall not constitute a waiver as to any default of Tenant. Landlord’s right to collect a Late Charge or NSF fee shall
not be deemed an extension of the date Rent is due under paragraph 4, or prevent Landlord from exercising any other rights and
remedies under this agreement, and as provided by law.



		11.	CONDITION OF PREMISES: Tenant has examined the Premises and acknowledges that Premise is
clean and in operative condition, with the following exceptions: _____________________________________________.

Items listed as
exceptions shall be dealt with in the following manner: Move Dumpster - North 20 Feet.



		12.	ZONING AND LAND USE: Tenant accepts the Premises subject to all local, state and federal
laws, regulations and ordinances (“Laws”). Landlord makes no representation or warranty that Premises are now or in
the future will be suitable for Tenant’s use. Tenant has made its own investigation regarding all applicable Laws.



		13.	TENANT OPERATING EXPENSES: Tenant agrees to pay
for all utilities and services directly billed to Tenant _____________________________________________________________________



		14.	PROPERTY OPERATING EXPENSES:



		A.	Tenant agrees to pay its proportionate share of Landlord’s estimated monthly property
                                                                       operating expenses, including but not limited to, common area maintenance, consolidated utility and service bills,
                                                                       insurance,                                                                        and real estate taxes, based on the ratio
                                                                       of the square footage of the Premises to the                                                                        total
                                                                       square                                                                                                           footage of
                                                                       the rentable space in the entire                                                                        property.
                                                                       Phone/Internet



OR
B.  ̈
(If checked) Paragraph 14
does not apply.


		15.	USE: The Premises are for the sole use as
                                                                   _______________________________________________. 

No other use is permitted without Landlord’s prior
                                                                   written consent. If any use by Tenant causes an increase in the premium on Landlord’s existing property insurance,
                                                                   Tenant shall pay for the increased cost. Tenant will comply with all Laws affecting its use of the Premises.



		16.	RULES/REGULATIONS: Tenant agrees to comply with all rules and regulations of Landlord (and,
if applicable, Owner’s Association) that are at any time posted on the Premises or delivered to Tenant. Tenant shall not,
and shall ensure that guests and licensees of Tenant do not, disturb, annoy, endanger, or interfere with other tenants of the building
or neighbors, or use the Premises for any unlawful purposes, including, but not limited to, using, manufacturing, selling, storing,
or transporting illicit drugs or other contraband, or violate any law or ordinance, or committing a waste or the Premises.



		17.	MAINTENANCE



		A.	Tenant OR
þ
(If checked, Landlord)
shall professionally maintain the Premises including heating, air conditioning, electrical, plumbing and water systems,
if any, and keep glass, windows and doors in operable and safe condition. Unless Landlord is checked, if Tenant fails to maintain
the Premises, Landlord may contract for or perform such maintenance, and charge Tenant for Landlord’s cost.



		B.	Landlord OR
 ̈
(If checked, Tenant) shall
maintain the roof, foundation, exterior walls, common areas and __________________________________________________________________________________



 


	Landlord’s Initials ( ____________ )	 	Tenant’s Initials 	 
	 	 	 	 
	Copyright
    © 1998-2011, CALIFORNIA ASSOCIATION OF REALTORS®, INC.


CL REVISED 11/11 (PAGE 2 of 6)	 	Reviewed by ______  Date ______	
	 	 	 	 





	 	COMMERCIAL LEASE AGREEMENT (CL PAGE 2 OF 6)	gdm




 




    	 



    	 



    

 


	Premises:   5026 Cass St 	Date   6/10/11


 


		18.	ALTERATIONS: Tenant shall not make any alterations in or about the Premises, including installation
of trade fixtures and signs, without Landlord’s prior written consent, which shall not be unreasonably withheld. Any alterations
to the Premises shall be done according to Law and with required permits. Tenant shall give Landlord advance notice of the commencement
date of any planned alteration, so that Landlord, at its option, may post a Notice of Non-Responsibility to prevent potential
liens against Landlord’s interest in the Premises. Landlord may also require Tenant to provide Landlord with lien releases
from any contractor performing work on the Premises.



		19.	GOVERNMENT IMPOSED ALTERATIONS: Any alterations required by Law as a result of Tenant’s
use shall be Tenant’s responsibility. Landlord shall be responsible for any other alterations required by Law.



		20.	ENTRY: Tenant shall make Premises available to Landlord or Landlord’s agent for the
purpose of entering to make inspections, necessary or agreed repairs, alterations, or improvements, or to supply necessary or agreed
services, or to show Premises to prospective or actual purchasers, tenants, mortgagees, lenders, appraisers, or contractors. Landlord
and Tenant agree that 24 hours notice (oral or written) shall be reasonable and sufficient notice. In an emergency, Landlord or
Landlord’s representative may enter Premises at any time without prior notice.



		21.	SIGNS: Tenant authorizes Landlord
to place a FOR SALE sign on the Premises at any time, and a FOR LEASE sign on the Premises within the 90 (or  ̈
____________) day period preceding the termination of the agreement.



		22.	SUBLETTING/ASSIGNMENT: Tenant shall not sublet or encumber all or any part of Premises,
or assign or transfer this agreement or any interest in it, without the prior written consent of Landlord, which shall not be unreasonably
withheld. Unless such consent is obtained, any subletting, assignment, transfer, or encumbrance of the Premises, agreement, or
tenancy, by voluntary act of Tenant, operation of law, or otherwise, shall be null and void, and, at the option of Landlord, terminate
this agreement. Any proposed sublessee, assignee, or transferee shall submit to Landlord an application and credit information
for Landlord’s approval, and, if approved, sign a separate written agreement with Landlord and Tenant. Landlord’s consent
to any one sublease, assignment, or transfer, shall not be construed as consent to any subsequent sublease, assignment, or transfer,
and does not release Tenant of Tenant’s obligation under this agreement.



		23.	POSSESSION: If Landlord is unable to deliver possession of Premises on Commencement Date,
such date shall be extended to the date on which possession is made available to Tenant. However, the expiration date shall remain
the same as specified in paragraph 2. If Landlord is unable to deliver possession within 60 (or £_______________ )
calendar days after the agreed Commencement Date, Tenant may terminate this agreement
by giving written notice to Landlord, and shall be refunded all Rent and security deposit paid.



		24.	TENANT’S OBLIGATIONS
                                                                   UPON VACATING PREMISES: Upon termination of agreement,
                                                                   Tenant shall: (i) give Landlord all copies of all keys or opening
                                                                   devices to Premises, including any common areas; (ii) vacate
                                                                   Premises and surrender it to Landlord empty of all persons
                                                                   and personal property; (iii) vacate all parking and storage
                                                                   spaces; (iv) deliver Premises to Landlord in the same
                                                                   condition as referenced in paragraph 11; (v) clean Premises;
                                                                   (vi) give written notice to Landlord of Tenant’s forwarding
                                                                   address; and (vii) ______________________________________________
                                                                   __________________________________ All improvements installed
                                                                   by Tenant, with or without Landlord’s consent, become
                                                                   the property of Landlord upon termination. Landlord may nevertheless
                                                                   require Tenant to remove any such improvement that did not
                                                                   exist at the time possession was made available to Tenant.



		25.	BREACH OF CONTRACT/EARLY TERMINATION: In event Tenant, prior to expiration of this agreement,
breaches any obligation in this agreement, abandons the premises, or gives notice of tenant’s intent to terminate this tenancy
prior to its expiration, in addition to any obligations established by paragraph 24, Tenant shall also be responsible for lost
rent, rental commissions, advertising expenses, and painting costs necessary to ready Premises for re-rental. Landlord may also
recover from Tenant: (i) the worth, at the time of award, of the unpaid Rent that had been earned at the time of termination; (ii) the worth, at the time of award, of the amount by which the unpaid Rent that would have been earned after expiration
until the time of award exceeds the amount of such rental loss the Tenant proves could have been reasonably avoided; and (iii) the worth, at the time of award, of the amount by which the unpaid Rent for the balance of the term after the time of award
exceeds the amount of such rental loss that Tenant proves could be reasonably avoided. Landlord may elect to continue the tenancy
in effect for so long as Landlord does not terminate Tenant’s right to possession, by either written notice of termination
of possession or by re letting the Premises to another who takes possession, and Landlord may enforce all Landlord’s rights
and remedies under this agreement, including the right to recover the Rent as it becomes due.



		26.	DAMAGE TO PREMISES: If,
                                                                   by no fault of Tenant, Premises are totally or partially damaged
                                                                   or destroyed by fire, earthquake, accident or other casualty,
                                                                   Landlord shall have the right to restore the Premises by repair
                                                                   or rebuilding. If Landlord elects to repair or rebuild, and
                                                                   is able to complete such restoration within 90 days from the
                                                                   date of damage, subject to the terms of this paragraph, this
                                                                   agreement shall remain in full force and effect. If Landlord
                                                                   is unable to restore the Premises within this time, or if Landlord
                                                                   elects not to restore, then either Landlord or Tenant may terminate
                                                                   this agreement by giving the other written notice. Rent shall
                                                                   be abated as of the date of damage. The abated amount shall
                                                                   be the current monthly Base Rent prorated on a 30-day basis.
                                                                   If this agreement is not terminated, and the damage is not
                                                                   repaired, then Rent shall be reduced based on the extent to
                                                                   which the damage interferes with Tenant’s reasonable
                                                                   use of Premises. If damage occurs as a result of an act of
                                                                   Tenant or Tenant’s guests, (i) only Landlord shall
                                                                   have the right, at Landlord’s sole discretion, within
                                                                   30 days after such total or partial destruction or damage to
                                                                   treat the lease as terminated by Tenant, and (ii) Landlord
                                                                   shall have the right to recover damages from Tenant.



		27.	HAZARDOUS MATERIALS: Tenant shall not use, store, generate, release or dispose of any hazardous
material on the Premises or the property of which the Premises are part. However, Tenant is permitted to make use of such materials
that are required to be used in the normal course of Tenant’s business provided that Tenant complies with all applicable
Laws related to the hazardous materials. Tenant is responsible for the cost of removal and remediation, or any clean-up of any
contamination caused by Tenant.



		28.	CONDEMNATION: If all or part of the Premises is condemned for public use, either party may
terminate this agreement as of the date possession is given to the condemner. All condemnation proceeds, exclusive of those allocated
by the condemner to Tenant’s relocation costs and trade fixtures, belong to Landlord.



		29.	INSURANCE: Tenant’s personal property, fixtures, equipment, inventory and vehicles
are not insured by Landlord against loss or damage due to fire, theft, vandalism, rain, water, criminal or negligent acts of others,
or any other cause. Tenant is to carry Tenants own property insurance to protect Tenant from any such loss. In addition, Tenant
shall carry liability insurance in an amount of not less than $2 million. Tenant’s liability insurance shall name Landlord
and Landlord’s agent as additional insured. Tenant, upon Landlord’s request, shall provide Landlord with a certificate
of insurance establishing Tenant’s compliance. Landlord shall maintain liability insurance insuring Landlord, but not Tenant,
in an amount of at least $ ______________, plus property insurance in an amount sufficient to cover the replacement cost of
the property. Tenant is advised to carry business interruption insurance in an amount at least sufficient to cover Tenant’s
complete rental obligation to Landlord. Landlord is advised to obtain a policy of rental loss insurance. Both Landlord and Tenant
release each other, and waive their respective rights to subrogation against each other, for loss or damage covered by insurance.



 


	Landlord’s Initials (
    ___________ )	 	Tenant’s Initials 	 
	 	 	 	 
	Copyright
    © 1998-2011, CALIFORNIA ASSOCIATION OF REALTORS®, INC.


CL REVISED 11/11 (PAGE 3 of 6)	 	Reviewed by ______  Date ______	


 


	 	COMMERCIAL LEASE AGREEMENT (CL PAGE 3 OF 6)	gdm



 




    	 



    	 



    

 




	Premises:   5026 Cass St.	Date   6/10/11


 


		30.	TENANCY STATEMENT (ESTOPPEL
                                                                   CERTIFICATE): Tenant shall execute and return a tenancy
                                                                   statement (estoppel certificate), delivered to Tenant by Landlord
                                                                   or Landlord’s agent, within 3 days after its receipt.
                                                                   The tenancy statement shall acknowledge that this agreement
                                                                   is unmodified and in full force, or in full force as modified,
                                                                   and state the modifications. Failure to comply with this requirement:
                                                                   (i) shall be deemed Tenant’s acknowledgment that the
                                                                   tenancy statement is true and correct, and may be relied upon
                                                                   by a prospective lender or purchaser; and (ii) may be
                                                                   treated by Landlord as a material breach of this agreement.
                                                                   Tenant shall also prepare, execute, and deliver to Landlord
                                                                   any financial statement (which will be held in confidence)
                                                                   reasonably requested by a prospective lender or buyer.



		31.	LANDLORD’S TRANSFER: Tenant agrees that the transferee of Landlord’s interest
shall be substituted as Landlord under this agreement. Landlord will be released of any further obligation to Tenant regarding
the security deposit, only if the security deposit is returned to Tenant upon such transfer, or if the security deposit is actually
transferred to the transferee. For all other obligations under this agreement, Landlord is released of any further liability to
Tenant, upon Landlord’s transfer.



		32.	SUBORDINATION: This agreement shall be subordinate to all existing liens and, at Landlord’s
option, the lien of any first deed of trust or first mortgage subsequently placed upon the real property of which the Premises
are a part, and to any advances made on the security of the Premises, and to all renewals, modifications, consolidations, replacements,
and extensions. However, as to the lien of any deed of trust or mortgage entered into after execution of this agreement, Tenant’s
right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant pays the Rent
and observes and performs all of the provisions of this agreement, unless this agreement is otherwise terminated pursuant to its
terms. If any mortgagee, trustee, or ground lessor elects to have this agreement placed in a security position prior to the lien
of a mortgage, deed of trust, or ground lease, and gives written notice to Tenant, this agreement shall be deemed prior to that
mortgage, deed of trust, or ground lease, or the date of recording.



		33.	TENANT REPRESENTATIONS;
                                                                   CREDIT: Tenant warrants that all statements in Tenant’s
                                                                   financial documents and rental application are accurate. Tenant
                                                                   authorizes Landlord and Broker(s) to obtain Tenant’s
                                                                   credit report at time of application and periodically during
                                                                   tenancy in connection with approval, modification, or enforcement
                                                                   of this agreement. Landlord may cancel this agreement: (i)
                                                                   before occupancy begins, upon disapproval of the credit report(s);
                                                                   or (ii) at any time, upon discovering that information in Tenant’s
                                                                   application is false. A negative credit report reflecting on
                                                                   Tenant’s record may be submitted to a credit reporting
                                                                   agency, if Tenant fails to pay Rent or comply with any other
                                                                   obligation under this agreement.



		34.	DISPUTE RESOLUTION:



		A.	MEDIATION: Tenant and Landlord agree to mediate any dispute or claim arising between them
out of this agreement, or any resulting transaction, before resorting to arbitration or court action, subject to paragraph 34B(2)
below. Paragraphs 34B(2) and (3) apply whether or not the arbitration provision is initialed. Mediation fees, if any, shall be
divided equally among the parties involved. If for any dispute or claim to which this paragraph applies, any party commences an
action without first attempting to resolve the matter through mediation, or refuses to mediate after a request has been made, then
that party shall not be entitled to recover attorney fees, even if they would otherwise be available to that party in any such
action. THIS MEDIATION PROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED.



		B.	ARBITRATION OF DISPUTES: (1) Tenant
                                                                and Landlord agree that any dispute or claim in Law or equity
                                                                arising between them out of this agreement or any resulting transaction,
                                                                which is not settled through mediation, shall be decided by neutral,
                                                                binding arbitration, including and subject to paragraphs 34B(2)
                                                                and (3) below. The arbitrator shall be a retired judge or justice,
                                                                or an attorney with at least 5 years of real estate transactional
                                                                law experience, unless the parties mutually agree to a different
                                                                arbitrator, who shall render an award in accordance with substantive
                                                                California Law. In all other respects, the arbitration shall be
                                                                conducted in accordance with Part III, Title 9 of the California
                                                                Code of Civil Procedure. Judgment upon the award of the arbitrator(s)
                                                                may be entered in any court having jurisdiction. The parties
                                                                shall have the right to discovery in accordance with Code of Civil
                                                                Procedure §1283.05.



(2)  EXCLUSIONS
FROM MEDIATION AND ARBITRATION: The following matters are excluded from Mediation and Arbitration hereunder: (i) a
judicial or non-judicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage, or installment land sale
contract as defined in Civil Code §2985; (ii) an unlawful detainer action; (iii) the filing or enforcement
of a mechanic’s lien; (iv) any matter that is within the jurisdiction of a probate, small claims, or bankruptcy court; and
(v) an action for bodily injury or wrongful death, or for latent or patent defects to which Code of Civil Procedure §337.1
or §337.15 applies. The filing of a court action to enable the recording of a notice of pending action, for order of attachment,
receivership, injunction, or other provisional remedies, shall not constitute a violation of the mediation and arbitration provisions.


(3)  BROKERS:
Tenant and Landlord agree to mediate and arbitrate disputes or claims involving either or both Brokers, provided either or
both Brokers shall have agreed to such mediation or arbitration, prior to, or within a reasonable time after the dispute or claim
is presented to Brokers. Any election by either or both Brokers to participate in mediation or arbitration shall not result in
Brokers being deemed parties to the agreement.


“NOTICE:
BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE ‘ARBITRATION
OF DISPUTES’ PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU
MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR
JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE ‘ARBITRATION OF DISPUTES’
PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE
AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.”


“WE
HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE ‘ARBITRATION
OF DISPUTES’ PROVISION TO NEUTRAL ARBITRATION.


 


	 	Landlord’s
    Initials  / _______	Tenant’s
Initials 


 


	Landlord’s Initials ( ________ ) ( ________ )	 	Tenant’s Initials ( _____ ) ( _____ )	 
	 	 	 	 
	Copyright © 1998-2011, CALIFORNIA ASSOCIATION OF

 REALTORS®, INC.
CL REVISED 11/11 (PAGE 4 of 6)	 	Reviewed by ______  Date ______	


 


	 	COMMERCIAL LEASE AGREEMENT (CL PAGE 4 OF 6)	gdm



 




    	 



    	 



    

 


	Premises:   5026 Cass St 	Date   6/10/11


 


		35.	JOINT AND INDIVIDUAL OBLIGATIONS: If there is more than one Tenant, each one shall be individually
and completely responsible for the performance of all obligations of Tenant under this agreement, jointly with every other Tenant,
and individually, whether or not in possession.



		36.	NOTICE: Notices may be served by mail, facsimile, or courier at the following address or
location, or at any other location subsequently designated:



 


	Landlord: 	 	 	Tenant: 	Sealand Natural Resources Inc.
	 	 	 	 	Gregon D. May
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


Notice is deemed effective
upon the earliest of the following: (i) personal receipt by either party or their agent; (ii) written acknowledgement
of notice; or (iii) 5 days after mailing notice to such location by first class mail, postage pre-paid.


 





		37.	WAIVER: The waiver of any breach shall not be construed as a continuing waiver of the same
breach or a waiver of any subsequent breach.



		38.	INDEMNIFICATION: Tenant shall indemnify, defend and hold Landlord harmless from all claims,
disputes, litigation, judgments and attorney fees arising out of Tenant’s use of the Premises.








	39. 	OTHER TERMS AND CONDITIONS/SUPPLEMENTS:   	 
	 	
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	The
following ATTACHED supplements/exhibits are incorporated in this agreement:  ̈
Option Agreement (C.A.R. Form OA)
	 	 
	 	 




		40.	ATTORNEY FEES: In any action or proceeding arising out of this agreement, the
                                                                   prevailing party between Landlord and Tenant shall be entitled to reasonable attorney fees and costs from the
                                                                   non-prevailing Landlord or Tenant, except as provided in paragraph 34A. ____________________________________________________________ 



		41.	ENTIRE CONTRACT: Time is of the essence. All prior agreements between Landlord and Tenant
are incorporated in this agreement, which constitutes the entire contract. It is intended as a final expression of the parties’
agreement, and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. The parties further
intend that this agreement constitutes the complete and exclusive statement of its terms, and that no extrinsic evidence whatsoever
may be introduced in any judicial or other proceeding, if any, involving this agreement. Any provision of this agreement that is
held to be invalid shall not affect the validity or enforceability of any other provision in this agreement. This agreement shall
be binding upon, and inure to the benefit of, the heirs, assignees and successors to the parties.



		42.	BROKERAGE: Landlord and Tenant shall each pay to Broker(s) the fee agreed to, if any, in
a separate written agreement. Neither Tenant nor Landlord has utilized the services of, or for any other reason owes compensation
to, a licensed real estate broker (individual or corporate), agent, finder, or other entity, other than as named in this agreement,
in connection with any act relating to the Premises, including, but not limited to, inquiries, introductions, consultations, and
negotiations leading to this agreement. Tenant and Landlord each agree to indemnify, defend and hold harmless the other, and the
Brokers specified herein, and their agents, from and against any costs, expenses, or liability for compensation claimed inconsistent
with the warranty and representation in this paragraph 42.



		43.	AGENCY CONFIRMATION: The following agency relationships are hereby confirmed for this transaction:



Listing
Agent: ________________________________ (Print Firm Name) is the agent of (check one):


 ̈  the
Landlord exclusively; or  ̈
both the Tenant and Landlord.


Selling
Agent: _____________________________________________ (Print Firm Name) (if not same as Listing Agent) is the agent of (check
one):  ̈ the Tenant
exclusively; or  ̈
the Landlord exclusively; or  ̈
both the Tenant and Landlord.


Real
Estate Brokers are not parties to the agreement between Tenant and Landlord.


 


	Landlord’s Initials ( ________ )	 	Tenant’s Initials	 
	 	 	 	 
	Copyright ©
    1998-2011, CALIFORNIA ASSOCIATION OF REALTORS®, INC.
CL REVISED 11/11 (PAGE 5 of 6)	 	Reviewed by ______  Date ______	


 


	 	COMMERCIAL LEASE AGREEMENT (CL PAGE 5 OF 6)	gdm



 




    	 



    	 



    

 


	Premises:   5026 Cass St 	Date   6/10/11


 


	Landlord
    and Tenant acknowledge and agree that Brokers: (i) do not guarantee the condition of the Premises; (ii) cannot verify representations
    made by others; (iii) will not verify zoning and land use restrictions; (iv) cannot provide legal or tax advice; (v) will
    not provide other advice or information that exceeds the knowledge, education or experience required to obtain a real estate
    license. Furthermore, if Brokers are not also acting as Landlord in this agreement, Brokers: (vi) do not decide what rental
    rate a Tenant should pay or Landlord should accept; and (vii) do not decide upon the length or other terms of tenancy. Landlord
    and Tenant agree that they will seek legal, tax, insurance, and other desired assistance from appropriate professionals.


 


	Tenant	Sealand Natural Resources Inc / Greg May	Date	6/10/11
	Greg May	 	 	 	 
	(Print Name)	 	 	 	 
	Address	P.O.
    Box 616	City	Solara
    Beach	State	CA	Zip	92075


 


	Tenant	 	Date	 
	 	 	 	 	 
	(Print Name)	 	 	 	 
	Address	 	City	 	State	 	Zip	 


 


		þ	GUARANTEE: In consideration of
the execution of this Agreement by and between Landlord and Tenant and for valuable consideration, receipt of / which is
hereby acknowledged, the undersigned (“Guarantor”) does hereby: (i) guarantee unconditionally to Landlord and
Landlord’s agents, successors and assigns, the prompt payment of Rent or other sums that become due pursuant to this Agreement,
including any and all court costs and attorney fees included in enforcing the Agreement; (ii) consent to any changes, modifications
or alterations of any term in this Agreement agreed to by Landlord and Tenant; and (iii) waive any right to require Landlord
and/or Landlord’s agents to proceed against Tenant for any default occurring under this Agreement before seeking to enforce
this Guarantee.



 


	 	Guarantor (Print Name)  	Greg May




	 	Guarantor		 Date	6/10/12




	 	Address  		 City		 State	 	 Zip	




	 	Telephone  		 Fax	 	 E-mail 	


 


 


Landlord agrees to rent the Premises on the above terms
and conditions.


 


	Landlord: 	Henway LLC / Lawrence Holland	Date	6/10/11
	 	(owner or agent with authority to enter into this agreement)	 	 
	Address	5026 Cass St.	City	SAN DIEGO	State	CA	Zip	92109


 


	Landlord:		Date	6/10/11
	 	(owner or agent with authority to enter into this agreement)	 	 
	Address	5026 Cass St.	City	SAN DIEGO	State	CA	Zip	92109


 


Agency relationships are confirmed as above. Real estate brokers
who are not also Landlord in this agreement are not a party to the agreement between Landlord and Tenant.


 


	Real Estate Broker (Leasing Firm)	 	  DRE Lic. #	 


 


	By (Agent)	 	  DRE Lic. #	 	  Date	 


 


	Address	 	  City	 	  State	 	  Zip	 


 


	Telephone	 	  Fax	 	  E-mail	 


 


	Real Estate Broker (Listing Firm)	 	  DRE Lic. #	 


 


	By (Agent)	 	  DRE Lic #	 	  Date	 


 


	Address	 	  City	 	  State	 	  Zip	 


 


	Telephone	 	  Fax	 	  E-mail	 




 


THIS FORM
HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR
ADEQUACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS.
IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL.


This form
is available for use by the entire real estate industry. It is not intended to identify the user as a REALTOR®. REALTOR®
is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe
to its Code of Ethics.


 


		Published and Distributed by:

REAL ESTATE BUSINESS SERVICES, INC.

a subsidiary of the California Association of REALTORS®

525 South Virgil Avenue, Los Angeles, California 90020	Reviewed by ______  Date ______	


CL REVISED 11/11 (PAGE 6 of 6)


 


	 	COMMERCIAL LEASE AGREEMENT (CL
    PAGE 6  OF 6)	gdm