**Exhibit 10.34**

 

 

**AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION**

 

**STANDARD SUBLEASEMULTI-TENANT**

 

**1.****                                      BasicProvisions (“Basic Provisions”).**

 

1.1                                 **Parties**:  ThisSublease (“**Sublease**”), dated for referencepurposes only March 4, 2005, is made by and between SeeBeyond Technologies, Inc.(“**Sublessor**”) and Parsons Energy &Chemicals Group Inc. (**“Sublessee”**),(collectively the **“Parties”**, orindividually a “**Party**”).

 

1.2(a)                   **Premises**:  That certainportion 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 ashereinafter specified, Lessee shall have nonexclusive rights to the CommonAreas (as defined below) as hereinafter specified, but shall not have anyrights to the roof, the exterior [ILLEGIBLE], or the utility raceways of thebuilding containing the Premises (“**Building**”) orto any other buildings in the Project. The Premises, the building, the Common Areas, the land upon which theyare located, along with all other buildings and improvements thereon, areherein collectively referred to as the “**Project**.”

 

1.2(b)                  **Parking**: Forty-four (44) unreserved and six (6) reservedvehicle parking spaces Monday - Friday. Twenty-seven (27) unreserved and six (6) reserved Saturday - Sunday.  Reserved spaces shall include five (5) inthe front of the building and one (1) handicap in the rear.  All costs associated with marking of thereserved 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 (seeParagraphs 11.1 and 2), whichever occurs last (“**CommencementDate**”) and ending January 31, 2006 (“**ExpirationDate**”). Also see Paragraph 14.

 

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

 

1.5                                 **Gross Rent****~~BaseRent~~**: $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                                    Ifthis 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****~~BaseRent~~**: $27, 287.75 for the period March 21, 2005 – April 20,2005.

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

(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 otherlegally permitted use compatible with first class office building.

 

 
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| **©2001 - American Industrial Real Estate Association** | **REVISED** | **FORM SBMT-0-4/01E** |
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1.9**                                 RealEstate Brokers**:

 

(a)                                  **Representation**:  Thefollowing real estate brokers (the “**Brokers**”) andbrokerage relationships exist in this transaction (check applicable boxes):

 

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

 

(b)                                 **Payment to Brokers**:  Uponexecution and delivery of this Sublease by both Parties, Sublessor shall pay tothe Brokers the brokerage fee agreed to in a separate written agreement.  Sublessor agrees that it will recognizeCushman & Wakefield of California, Inc. as the procuring cause inthis transaction and shall pay Broker a full fee based upon a written agreementwhich 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 ofwhich constitute a part of this Sublease:

 

o       anAddendum consisting of Paragraphs N/A through N/A:

ý      a ~~plot~~ Siteplan depicting the ~~Premises and/or~~Project;

ý       acurrent set of the Rules and Regulations;

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

ý       acopy of the Master Lease;

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

 

2.                                       **Premises**.

 

2.1  **Letting**.  Sublessor hereby subleases to Sublessee, andSublessee hereby subleases from Sublessor, the Premises, for the term, at therental, and upon all of the terms, covenants and conditions set forth in thisSublease.  Unless otherwise providedherein, any increment of size set forth in this Sublease, or that may have beenused in calculating Rent, is an approximation which the Parties agree isreasonable and any payments based thereon are not subject to revision whetheror not the actual size is more or less.  **Note: Sublessee is advised to verify the actual size prior to executingthis Sublease**.

 

2.2  **Condition**.  Sublessor shall deliver the Premises toSublessee in “as-is” condition, including but not limited to all work stationsand furniture currently located in Premises. Sublessor shall also clean carpet prior to Sublessee Commencement Date, ~~broomclean and free of debris on the Commencement Date or the Early Possession Date,whichever first occurs (“Start Date”),~~and warrants that theexisting electrical, plumbing, fire sprinkler, lighting, heating, ventilatingand air conditioning systems (“**HVAC**”), and anyitems which the Lessor is obligated to construct pursuant to the Work Letterattached hereto, if any, other than those constructed by Lessee, shall be ingood operating condition on said date. If a noncompliance with such warranty exists as of the Start Date, or ifone of such systems or elements should malfunction or fail within theappropriate warranty period, Sublessor shall, as Sublessor’s sole obligationwith respect to such matter, except as otherwise provided in this Sublease, promptlyafter receipt of written notice from Sublessee setting forth with specificitythe nature and extent of such noncompliance, malfunction or failure, rectifysame at Sublessor’s expense.  ~~The warranty periods shall be asfollows:  (i) 6 months as to the HVACsystems, and (ii) 30 days as to the remaining systems and other elements.  If Sublessee does not give Sublessor therequired notice within the appropriate warranty period, correction of any suchnoncompliance, malfunction or failure shall be the obligation of Sublessee atSublessee’s sole cost and expense.~~

 

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

 

2.4  **Acknowledgements**.  Sublessee acknowledges that: (a) it hasbeen advised by Sublessor and/or Brokers to satisfy itself with respect to thecondition of the Premises (including but not limited to the electrical, HVACand fire sprinkler systems, security, environmental aspects, and compliancewith Applicable Requirements and the Americans with Disabilities Act).  and their suitability for Sublessee’s intendeduse, (b) Sublessee has, with the exception of the items on the attachedWork Letter, made such investigation as it deems necessary with reference tosuch matters and assumes all responsibility therefor as the same relate to itsoccupancy of the Premises, and [ILLEGIBLE] neither Sublessor, Sublessor’sagents, nor Brokers have made any oral or written representations or warrantieswith respect to said matters other than as set forth in this Sublease.  In addition, Sublessor acknowledges that: (i) Brokershave made no representations, promises or warranties concerning Sublessee’sability to honor the Sublease or suitability to occupy the Premises, and (ii) itis Sublessor’s

 

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

 

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

 

2.6                                 **Vehicle Parking**. Sublessee shall be entitled to use the number of Unreserved ParkingSpaces and Reserved Parking Spaces specified in Paragraph 1.2(b) on thoseportions of the Common Areas designated from time to time for parking.  Sublessee shall not use more parking spacesthan said number.  Said parking spacesshall be used for parking by vehicles no larger than fullsize passengerautomobiles or pickup trucks, herein called **“PermittedSize Vehicles**.**”**  Sublessor may regulate the loading andunloading of vehicles by adopting Rules and Regulations as provided inParagraph 2.9.  No vehicles other thanPermitted Size Vehicles may be parked in the Common Area without the priorwritten permission of Sublessor.

 

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

 

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

 

(c)                                  IfSublessee permits or allows any of the prohibited activities described in thisParagraph 2.6, then Sublessor shall have the right, without notice, in additionto such other rights and remedies that it may have, to remove or tow away thevehicle involved and charge the cost to Sublessee, which cost shall beimmediately payable upon demand by Sublessor.

 

2.7                                 **Common Areas - Definition**. The term **“Common Areas”** is defined as allareas and facilities outside the Premises and within the exterior boundary lineof the Project and interior utility raceways and installations within thePremises that are provided and designated by the Sublessor from time to timefor the general nonexclusive use of Sublessor, Sublessee and other tenants ofthe 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 thebenefit of Sublessee and its employees, suppliers, shippers, contractors,customers and invitees, during the term of this Sublease, the nonexclusiveright to use, in common with others entitled to such use, the Common Areas asthey exist from time to time, subject to any rights, powers, and privilegesreserved by Sublessor under the terms hereof or under the terms of any rules andregulations or restrictions governing the use of the Project.  Under no circumstances shall the right hereingranted to use the Common Areas be deemed to include the right to store anyproperty, temporarily or permanently, in the Common Areas.  Any such storage shall be permitted only bythe prior written consent of Sublessor or Sublessor’s designated agent, whichconsent may be revoked at any time.  Inthe event that any unauthorized storage shall occur then Sublessor shall havethe right, without notice, in addition to such other rights and remedies thatit may have, to remove the property and charge the cost to Sublessee, whichcost shall be immediately payable upon demand by Sublessor.

 

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

 

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

 

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

 

(b)                                 Toclose temporarily any of the Common Areas for maintenance purposes so long asreasonable access to the Premises remains available;

 

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

 

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

 

(e)                                  Todo and perform such other acts and make such other changes in, to or withrespect to the Common Areas and Project as Sublessor may, in the exercise ofsound business judgment, deem to be appropriate.

 

3.                                       **Possession**.

 

3.1  **EarlyPossession**.  If Sublesseetotally or partially occupies the Premises prior to the Commencement Date, theobligation to pay Base Rent shall be abated for the period of such earlypossession.  All other terms of thisSublease (including but not limited to the obligations to pay Sublessee’s Shareof Common Area Operating Expenses, Real Property Taxes and insurance premiumsand to maintain the Premises) shall, however, be in effect during suchperiod.  Any such early possession shallnot affect the Expiration Date.

 

3.2 ** Delay inCommencement**.  Sublessoragrees to use its best commercially reasonable efforts to deliver possession ofthe Premises by the Commencement Date. If, despite said efforts, Sublessor is unable to deliver possession asagreed, the rights and obligations of Sublessor and Sublessee shall be as setforth in Paragraph 3.3 of the Master Lease (as modified by Paragraph 7.3 ofthis Sublease).

 

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

 

 
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**4.****                                     ****Rent and Other Charges**.

 

4.1  **Rent Defined**.  All monetary obligations of Sublessee toSublessor 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 theUnited States to Sublessor at the address stated herein or to such otherpersons or at such other places as Sublessor may designate in writing.

 

4.2  **Common Area OperatingExpenses**.  Sublessee shall payto during the term hereof, such cost is included in gross rent. ~~Inaddition to the Base Rent~~,Sublessee’s Share of all Common Area Operating Expenses, as hereinafterdefined, during each calendar year of the term of this Sublease, in accordancewith the following provisions:

 

(a)                                  **“Common Area Operating Expenses”**are defined, for purposes of this Sublease, asall 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 notthe 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 roofdrainage systems.

 

(bb)                          Exterior signs and any tenant directories.

 

(cc)                            Any fire sprinkler systems.

(ii)                                                                                  The cost of water, gas, electricity andtelephone 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 environmentalinspections.

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

(v)                                                                                 Real Property Taxes.

(vi)                                                                              Insurance premiums.

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

 

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

 

~~(c)~~~~                                  Sublessee’sShare of Common Area Operating Expenses shall be payable by Sublesses within 10days after a reasonably detailed statement of actual expenses is presented toSublessee. At Sublessor’s option, however, an amount may be estimated bySublessor from time to time of Sublessee’s Share of annual Common AreaOperating Expenses and the same shall be payable monthly or quartely, asSublessor shall designate, during each 12 month period of the Sublease term, onthe same day as the Base Rent is due hereunder. Sublesor shall deliver toSublessee within 60 days after the expiration of each calendar year areasonably detailed statement showing Sublessee’s Share of the actual CommonArea Operating Expenses incurred during the preceding year. If Sublessee’spayments [ILLEGIBLE] or this Paragraph 4.2(c) during the preceding year exceedSublessee’s Share as indicated on such statement. Sublessor shall credit theamount of such overpayment against Sublessee’s Share of Common Area OperatingExpenses 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 suchstatement. Sublessee shall pay to Sublessor the amount of the deficiency within10 days after delivery by Sublessor to Sublessee of the statement.~~

 

4.3  **Utilities.**    Sublesseeshall pay for all water, gas, heat, light, power, telephone, trash disposal andother utilities and services supplied to the Premises, together with any taxesthereon; such cost is included in gross rent. ~~Notwithstanding the provisions of Paragraph 4.2, if at anytime in Sublessor’s sole judgment. Sublessor determines that Sublesee is usinga disproportionate amount of water, electricity or other commonly meteredutilities, or that Sublessee is generating such a large volume of trash as torequire an increase in the size of the dumpster and/or an increase in thenumber of times per month that the dumpster is emptied, then Sublessor mayincreases Sublessee’s Base Rent by an amount equal to such increased costs.~~

 

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

 

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

                                                                                                                                                                  andfor no other purpose.

 

7.                                       **Master Lease.**

 

7.1  Sublessor is the lessee of the Premises byvirtue 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 timessubject and subordinate to the Master Lease.

 

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

 

7.4  Duringthe term of this Sublease and for all periods subsequent for obligations whichhave arisen prior to the termination of this Sublease, Sublesseedoes hereby expressly assume and agree to perform and comply with, for thebenefit of Sublessor and Master Lessor,

 

 
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eachand every obligation of Sublessor under the Master Lease except for thefollowing paragraphs which are excluded therefrom:

N/A

 

7.5  The obligations that Sublessee has assumedunder paragraph 7.4 hereof are hereinafter referred to as the “**Sublessee’s Assumed Obligations”**,  The obligations that sublessee has notassumed under paragraph 7.4 hereof are hereinafter referred to as the **Sublessor’s Remaining Obligations”.**

 

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

 

7.7  Sublessor agrees to maintain the Master Leaseduring the entire term of this Sublease, subject, however, to any earlier terminationof the Master Lease without the fault of the Sublessor, and to comply with orperform Sublessor’s Remaining Obligations and to hold Sublessee free andharmless from all liability, judgments, costs, damages, claims or demandsarising out of Sublessor’s failure to comply with or perform Sublessor’s RemainingObligations.

 

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

 

8.                                       **Assignment of Sublease andDefault.**

 

8.1  Sublessor hereby assigns and transfers toMaster Lessor the Sublessor’s interest in this Sublease, subject however to theprovisions 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’sObligations under the Master Lease, that Sublessor may receive, collect andenjoy the Rent accruing under this Sublease. However, if Sublessor shallDefault in the performance of its obligations to Master Lessor then MasterLessor may, at its option, receive and collect, directly from Sublessee, allRent owing and to be owed under this Sublease. Master Lessor shall not, byreason of this assignment of the Sublease nor by reason of the collection ofthe Rent from the Sublessee, be deemed liable to Sublessee for any failure ofthe Sublessor to perform and comply with Sublessor’s Remaining Obligations.

 

8.3  Sublessor hereby irrevocably authorizes anddirects Sublessee upon receipt of any written notice from the Master Lessorstating that a Default exists in the performance of Sublessor’s obligationsunder the **Master Lease**, to pay to Master Lessorthe Rent due and to become due under the Sublease. Sublessor agrees thatSublessee shall have the right to rely upon any such statement and request fromMaster Lessor, and that Sublessee shall pay such Rent to Master Lessor withoutany obligation or right to inquire as to whether such Default exists andnotwithstanding any notice from or claim from Sublessor to the contrary andSublessor shall have no right or claim against Sublessee for any such Rent sopaid by Sublessee.

 

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

 

9.                                       **Consent of Master Lessor**.

 

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

 

9.2  In the event that the obligations of theSublessor under the Master Lease have been guaranteed by third parties thenneither this, Sublease, nor the Master Lessor’s consent, shall be effectiveunless, within 10 days of the date hereof, said guarantors sign this Subleasethereby giving their consent to this Sublease.

 

9.3  In the event that Master Lessor does givesuch consent then:

 

(a)                                  Such consent shall not release Sublessor ofits obligations or alter the primary liability of Sublessor to pay the Rent andperform and comply with all of the obligations of Sublessor to be performedunder the Master Lease.

 

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

 

(c)                                  The consent to this Sublease Shall notconstitute a consent to any subsequent subletting or assignment.

 

(d)                                 In the event of any Default of Sublessor underthe Master Lease, Master Lessor may proceed directly against Sublessor, anyguarantors or any one else liable under the Master Lease or this Subleasewithout first exhausting Master Lessor’s remedies against any other person orentity liable thereon to Master Lessor.

 

(e)                                  Master Lessor may consent to subsequentsublettings and assignments of the Master Lease or this Sublease-or anyamendments or modifications thereto without notifying Sublessor or any one elseliable under the Master Lease and without obtaining their consent and suchaction shall not relieve such persons from liability.

 

(f)                                    In the event that Sublessor shall Default in itsobligations under the Master Lease, then Master Lessor, at its option andwithout being obligated to do so, may require Sublessee to attorn to MasterLessor in which event Master Lessor shall undertake the obligations ofSublessor under this Sublease from the time of the exercise of said option totermination of this Sublease but Master Lessor shall not be liable for anyprepaid Rent nor any Security Deposit paid by Sublessee, nor shall MasterLessor be liable for any other Defaults of the Sublessor under the Sublease.

 

9.4  The signatures of the Master Lessor and anyGuarantors of Sublessor at the end of this document shall constitute theirconsent to the terms of this Sublease.

 

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

 

9.6  In the event that Sublessor Defaults underits obligations to be performed under the Master Lease by Sublessor, MasterLessor agrees to deliver to Sublessee a copy of any such notice ofdefault.   Sublessee shall have the rightto cure any Default of Sublessor described in any notice of default within tendays after service of such notice of default on Sublessee. If such Default iscured by Sublessee then Sublessee shall have the right of reimbursement and offsetfrom and against Sublessor.

 

10.                                 **Additional Brokers Commissions**.

 

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

 

10.2  Master Lessor agrees that if Sublessee shallexercise any option or right of first refusal granted to Sublessee by MasterLessor in connection with this Sublease, or any option or right substantiallysimilar thereto, either to extend or renew the Master Lease, to purchase thePremises or any part thereof, or to lease or purchase adjacent property whichMaster Lessor may own or in which Master Lessor has an interest, or if Brokeris the procuring cause of any other lease or sale entered into betweenSublessee and Master Lessor pertaining to the Premises, any part thereof, orany 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 theexecution of this Sublease.

 

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

 

10.4  Any transferee of Sublessor’s interest inthis Sublease, or of Master Lessor’s interest in the Master Lease, by acceptingan assignment thereof, shall be deemed to have assumed the respectiveobligations of Sublessor or Master Lessor under this Paragraph 10.  Broker shall be deemed to be a third-partybeneficiary of this Paragraph 10.

 

**11.  Representations and Indemnities of BrokerRelationships.** The Parties each represent and warrant to the other that it has had nodealings with any person, firm, broker or finder (other than the Brokers, ifany) in connection with this Sublease, and that no one other than said namedBrokers is entitled to any commission or finder’s fee in connectionherewith.  Sublessee and Sublessor doeach hereby agree to indemnify, protect, defend and hold the other harmlessfrom and against liability for compensation or charges which may be claimed byany such unnamed broker, finder or other similar party by reason of anydealings 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 orproceeding involving the Premises whether founded in tort, contract or equity,or to declare rights hereunder, the Prevailing Party (as hereafter defined) inany such proceeding, action, or appeal thereon, shall be entitled to reasonableattorneys’ fees. Such fees may be awarded in the same suit or recovered in aseparate suit, whether or not such action or proceeding is pursued to decisionor judgment.  The term, **“Prevailing Party”** shall include, without limitation, aParty or Broker who substantially obtains or defeats the relief sought, as thecase may be, whether by compromise, settlement, judgment, or the abandonment bythe other Party or Broker of its claim or defense.  The attorneys’ fees award shall not becomputed in accordance with any court fee schedule, but shall be such as tofully reimburse all attorneys’ fees reasonably incurred.  In addition, Sublessor shall be entitled toattorneys’ fees, costs and expenses incurred in the preparation and service ofnotices of Default and consultations in connection therewith, whether or not alegal action is subsequently commenced in connection with such Default orresulting Breach ($200 is a reasonable minimum per occurrence for such servicesand consultation).

 

**13.  No Prior or Other Agreements; BrokerDisclaimer. **ThisSublease contains all agreements between the Parties with respect to any mattermentioned herein, and no other prior or contemporaneous agreement orunderstanding shall be effective. Sublessor and Sublessee each represents and warrants to the Brokers thatit has made, and is relying solely upon, its own investigation as to thenature, quality, character and financial responsibility of the other Party tothis Sublease and as to the use, nature, quality and character of the Premises.Brokers have no responsibility with respect thereto or with respect to anydefault or breach hereof by either Party. The liability (including court costs and attorneys’ fees), of any Brokerwith respect to negotiation, execution, delivery or performance by eitherSublessor or Sublessee under this Sublease or any amendment or modificationhereto shall be limited to an amount up to the fee received by such Brokerpursuant to this Sublease; provided, however, that the foregoing limitation oneach Broker’s liability shall not be applicable to any gross negligence orwillful misconduct of such Broker.

 

**14.  Term. **Inaddition to Paragraph 1.3 Term, the following shall apply:

 

Sublessee will notify Sublessor60 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 thecurrent Lease rate of $1.75 per square foot. After that Sublessee will beresponsible for assuming the holdover provision of Master Lease.

 

Sublessee must provideSublessor with 10 business days at the end of their term to breakdown and movethe existing furniture systems. Sublessee may also elect to purchase the furniture systems fromSublessor.

 

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

 

Should Sublessee need to extendthe 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 perunit, but in either case Sublessee shall be responsible for the moving cost ofsystem if they elect to remain beyond January 31, 2006.

 

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

 
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of Sublessor to any subsidiaryor affiliate of Sublessee.  Sublessorshall have the right to reasonably review any assignment or sublease to anynon-affiliate.  Said review to take nomore than five (5) days.  If Sublessordoes not show due cause for rejecting assignee/sublessee with five (5) days,the assignment/sublease will have been deemed approved.

 

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

 

16. **DirectoryBoard**.  Sublessee shall havethe exclusive right to include the name of the firm on the Building directoryboard in the main building lobby.

 

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

 

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

 

19. Sublessee’s personnel shallenter the Sublessee’s separate Premises using personal card keys furnished bySublessee.

 

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

 

 

**ATTENTION:****                    NOREPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATEASSOCIATION OR BY ANY REAL ESTATE BROKER AS TO THE LEGAL SUFFICIENCY, LEGALEFFECT, OR TAX CONSEQUENCES OF THIS SUBLEASE OR THE TRANSACTION TO WHICH ITRELATES. THE PARTIES ARE URGED TO:**

 

**1.  SEEK ADVICE OF COUNSEL AS TO THE LEGAL ANDTAX CONSEQUENCES OF THIS SUBLEASE.**

 

**2.  RETAIN APPROPRIATE CONSULTANTS TO REVIEW ANDINVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLEPRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY, THE STRUCTURALINTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITYOF THE PREMISES FOR SUBLESSEE’S INTENDED USE.**

 

**WARNING:  IF THE SUBJECT PROPERTY IS LOCATED IN A STATEOTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE SUBLEASE MAY NEED TO BEREVISED 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 meetchanging requirements of law and needs of the industry.  Always write or call to make sure you areutilizing 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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|   Initials                                           |       |                      |   | Initials |
|                                                           |       |                      |
| **© 1999 -  American Industrial Real Estate Association** | ** ** | **FORM OFG-1-9/99E** |

 

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**RULES AND REGULATIONS FOR**

**STANDARD OFFICE LEASE**

 

 

 

Dated: February 24, 2005

 

By and Between SeeBeyondTechnologies, Inc. (Sublessor) and Parsons (Sublessee)

 

**GENERAL RULES**

 

1.                                       Lesseeshall not suffer or permit the obstruction of any Common Areas, includingdriveways, walkways and stairways.

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

3.                                       Lesseeshall not make or permit any noise or odors that annoy or interfere with otherlessees or persons having business within the Project.

4.                                       Lesseeshall 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.                                       Lesseeshall not make, suffer or permit litter except in appropriate receptacles forthat purpose.

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

7.                                       Lesseeshall be responsible for the inappropriate use of any toilet rooms, plumbing orother utilities.  No foreign substancesof any kind are to be inserted therein.

8.                                       Lesseeshall not deface the walls, partitions or other surfaces of the Premises orProject.

9.                                       Lesseeshall not suffer or permit anything in or around the Premises or Building thatcauses 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 buildingonly with the Lessor’s knowledge and consent, and subject to such reasonablelimitations, techniques and timing, as may be designated by Lessor.  Lessee shall be responsible for any damage tothe Office Building Project arising from any such activity.

11.                                 Lesseeshall not employ any service or contractor for services or work to be performedin the Building, except as approved by Lessor.

12.                                 Lessorreserves the right to close and lock the Building on Saturdays, Sundays andBuilding Holidays, and on other days between the hours of 6:30 P.M. and 7:30A.M. of the following day.  If Lesseeuses the Premises during such periods. Lessee shall be responsible for completely locking any doors it may haveopened for entry.  (Sublessee shall have24/7 access to building)

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

14.                                 Nowindow coverings, shades or awnings shall be installed or used by Lessee.

15.                                 NoLessee, employee or invitee shall go upon the roof of the Building.

16.                                 Lesseeshall not suffer or permit smoking or carrying of lighted cigars or cigarettesin areas reasonably designated by Lessor or by applicable governmental agenciesas non-smoking areas.

17.                                 Lesseeshall not use any method of heating or air conditioning other than as providedby Lessor.

18.                                 Lesseeshall not install, maintain or operate any vending machines upon the Premiseswithout Lessor’s written consent.

19.                                 ThePremises shall not be used for lodging or manufacturing, cooking or foodpreparation.

20.                                 Lesseeshall comply with all safety, fire protection and evacuation regulations establishedby Lessor or any applicable governmental agency.

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

22.                                 Lesseeassumes all risks from theft or vandalism and agrees to keep its Premiseslocked as may be required.

23.                                 Lessorreserves the right to make such other reasonable rules and regulations as itmay from time to time deem necessary for the appropriate operation and safetyof the Project and its occupants.  Lesseeagrees to abide by these and such rules and regulations.

 

**PARKING RULES**

 

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

2.                                       Lesseeshall not permit or allow any vehicles that belong to or are controlled byLessee or Lessee’s employees, suppliers, shippers, customers, or invitees to beloaded, unloaded, or parked in areas other than those designated by Lessor forsuch activities.

3.                                       Parkingstickers or identification devices shall be the property of Lessor and bereturned to Lessor by the holder thereof upon termination of the holder’sparking privileges.  Lessee will pay suchreplacement charge as is reasonably established by Lessor for the loss of suchdevices.

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

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

6.                                       Usersof the parking area will obey all posted signs and park only in the areasdesignated for vehicle parking.

7.                                       Unlessotherwise instructed, every person using the parking area is required to parkand lock his own vehicle.  Lessor willnot be responsible for any damage to vehicles, injury to persons or loss ofproperty, 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 Lessorand/or its licensee may establish at rates generally applicable to visitorparking.

9.                                       Themaintenance, washing, waxing or cleaning of vehicles in the parking structureor Common Areas is prohibited.

10.                                 Lesseeshall be responsible for seeing that all of its employees, agents and inviteescomply with the applicable parking rules, regulations, laws and

 

 
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agreements.

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

12.                                 Suchparking use as is herein provided is intended merely as a license only and nobailment is intended or shall be created hereby.

 

 
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Samuelson & Fetter LLC

*PrivateDevelopers. Strategic Partners.*

 

March 4, 2005

 

 

Parsons Energy & ChemicalsGroup 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 memorializean agreement between S&F Huntington Millennium LLC (Lessor) and ParsonsEnergy & Chemicals Group Inc. (sublessee) to construct a corridor on theeast end of the second floor of the above captioned building and make otherimprovements described in the attached Work Letter.

 

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

 

Lessor will act asowner-builder to construct the corridor system and other improvements asdescribed in Exhibit “1”.

 

Lessor will employ allnecessary subcontractors to substantially complete the area in a workmanlikemanner by March 21, of 2005.

 

Cost of construction will be atthe Lessor’s expense.

 

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

 

The schedule, Exhibit “2”, isattached and delineates the plan for construction and completion of saidcorridor.

 
| 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        |

 

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WORK LETTER

 

1.                                       1Ton 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 designatedserver room.

 

4.                                       Install1 coffee sink in designated breakroom.

 
| [SEAL] BPF |   |   |   | [SEAL] ELS |
|------------|--------|--------|--------|------------|
|       |   |   |   | BJP        |

 

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