ex10-1.htm


    Exhibit
10.1

    


    


    


    


    


    


    


    BAY
COLONY EXECUTIVE CENTER-EAST

    


    


     

    


    


    


    


    


    


    Amendment
for an Extension to Lease Term and to

    Relocate
to Suite 280 at the Bay Colony Executive Center - East for:

    


    ImmuneRegen
BioSciences, Inc.

    IR
BioSciences Holdings, Inc.

    A
Delaware Corporation

    


    


    


    Suite
280

    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    AMENDMENT
FOR AN EXTENSION TO LEASE TERM

    AND
TO RELOCATE TO SUITE 280 AT

    BAY
COLONY EXECUTIVE CENTER - EAST

    


    THIS AMENDMENT FOR AN EXTENSION TO
LEASE TERM (the “Amendment”) dated as of this 17th date of March, 2009 is
entered into by and between Bay Colony Executive Center – East, a division of BC
Management, Inc., an Arizona
Corporation (“Landlord”) and ImmuneRegen BioSciences, Inc., IR
BioSciences Holdings, Inc. a
Delaware Corporation (“Tenant”) with respect to the terms and conditions
specified herein:

    


    WHEREAS, Landlord and Tenant entered
into a certain Lease dated October 1, 2007 (The “Lease”) for certain premises
known as Suite 190, consisting of approximately 3,322 rentable square feet at
the Bay Colony Executive Center – West located at 8767 E. Via de Ventura,
Scottsdale, Arizona 85258 for the term of two (2) years commencing November 1,
2007 and terminating on October 31, 2009.

    


    WHEREAS, the parties desire to relocate
to Suite 280, consisting of approximately 1,943 rentable square feet at the Bay
Colony Executive – East and extend the Lease Term for an additional forty-eight
(48) months upon the terms and conditions specified herein as amended by this
Amendment.

    


    NOW THEREFORE, for good and valuable
consideration of which both parties acknowledge receipt hereof of the relocation
to Suite 280 at the Bay Colony Executive Center - East and the Lease is hereby
extended for a period of forty-eight (48) months which is April 1, 2009 to March
31, 2013.  Beginning on the Commencement Date, the base rent for the
Premises shall be $0.00 plus tax for months 01-02 of this Amendment, for months
03-12 of this Amendment the base rent shall be an annual sum of $34,002.50 plus
tax payable in monthly installments of $3,400.25 plus tax, for months 13-24 of
this Amendment the base rent shall be an annual sum of $43,989.52 plus tax
payable in monthly installments of $3,665.79 plus tax, for months 25-36 of this
Amendment the base rent shall be an annual sum of $44,999.88 plus tax payable in
monthly installments of $3,749.99 plus tax, for months 37-48 of this Amendment
the base rent shall be an annual sum of $46,146.25 plus tax payable in monthly
installments of $3,845.52 plus tax payable in advance on the first day of each
and every calendar month.

     

    LANDLORD:                               BAY
COLONY EXECUTIVE CENTER – EAST

    a division of BC MANAGEMENT,
INC.,

    an Arizona Corporation

    8777 E. Via de Ventura

    Suite 101

    Scottsdale,
Arizona  85258

    


    TENANT:                         
            ImmuneRegen
BioSciences, Inc.

    IR BioSciences Holdings,
Inc.

    a Delaware Corporation

    8767 E. Via de Ventura, Suite
190

    Scottsdale,
Arizona  85258

    


    PREMISES:                                  Suite
280, consisting of approximately 1,943 rentable square feet.

    


    TERM OF LEASE

    EXTENSION:                               Four
(4) years.

    


    COMMENCEMENT

    DATE OF EXTENSION

    TO LEASE
TERM:                      April
1, 2009.

     

    TERMINATION DATE

    OF EXTENSION TO

    LEASE
TERM:                             March
31, 2013

    


    SECURITY
DEPOSIT:               The
security deposit from Suite 190 shall be applied to Suite 280.

     

    MINIMUM
MONTHLY

    RENT:

    


     
        Monthly                                           
            Annual

    Months                                   Rent                                                
            Rent

    01 –
02                         $0.00
plus tax

    03 –
12                         $3,400.25
plus
tax                                      $34,002.50
plus tax (June-March)

    13 –
24                         $3,665.79
plus
tax                                      $43,989.52
plus tax

    25 –
36                         $3,749.99
plus
tax                                      $44,999.88
plus tax

    37 –
48                         $3,845.52
plus
tax                                      $46,146.25
plus tax

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      1)  Exhibit
“B2”, the Suite Plan, is attached hereto and made a part
thereof.

    

    


    2)  Exhibit
“D”, Parking Space Rider, is attached hereto and made a part
thereof.

    


    
      3)  Exhibit
“F”, Preparation of Premises, is attached hereto and made a part
thereof.

    

    


    
      4)  Base Year
of Exhibit “G”, the Rent Escalation Rider, shall be changed to the year
2009.

    

    


    
      5)  Exhibits
“B1”, “B2” and “F” from the original lease dated October 1, 2007 are hereby
deleted from this Amendment.

    

    


    
      6)  Tenants’
current Lease for Suite 190 at Bay Colony Executive Center – West will be
terminated upon Tenant taking possession of Suite 280 at the Bay Colony
Executive Center – East.

    

    


    Except as
amended above, all other terms and conditions of the original lease dated
October 1, 2007 and all exhibits thereto shall remain in full force and effect
and shall be incorporated into this Amendment and shall become a part
thereof.

    


    IN
WITNESS WHEREOF, this instrument has been duly executed by the parties hereto as
of the date first above written.

    


    


    


    LANDLORD:                                                                                                TENANT:

    


    BAY
COLONY EXECUTIVE CENTER –
EAST                             
        ImmuneRegen BioSciences,
Inc.

    a
division of BC Management,
Inc.                                                         
  IR BioSciences
Holdings, Inc.

    an
Arizona
Corporation                                                                             a
Delaware Corporation

    


    By: /s/ Charles J.
DeGrange____________________                  
        By: /s/ Michael K.
Wilhelm__________

    Charles J.
DeGrange                                                                      
       Print Name: Michael K. Wilhelm

    Its:  President                                                                                
        Its: Chief Executive
Officer

    
 

     By: /s/ John N.
Fermanis____________

     Print Name: John N.
Fermains

     Its:  Chief Financial
Officer

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
"D"

     

    PARKING
SPACE RIDER

    


    


    For the
term of this Lease and subject to such rules and regulations as may be adopted
from time to time, Tenant shall have the right to use two (2)
reserved/underground parking spaces. For the initial term of this Lease, the two
(2) above mentioned reserved/underground parking spaces shall be free.
Additional reserved/underground spaces will be leased for $45.00 per month per
space or at the current rental rate which is subject to change without
notice.

    


    Prior to
tenant and any of Tenant's employees using the under­ground parking space
and facilities, Tenant and/or the particular employee of Tenant who shall
actually utilize the particular parking space shall fill out an application
which shall be provided by Landlord, sign and certify that all the information
contained in said application is true and correct, and Tenant shall pay to
Landlord a Forty-five and 00/100ths Dollar ($45.00) security deposit for each
ac­cess card to the underground parking area.  Upon receipt of
each ap­plication and security deposit, landlord shall issue one access card
to the underground parking facility to tenant, designating the specific
individual who shall have possession and shall hold the access
card.  These access cards are not transferable and upon the
termination of Tenant's lease, all underground parking access cards must be
returned to Lessor.  Also upon termination of the employment of
Tenant's employee who holds an access card or his or her transfer to a new
employment location, the access card must be returned to
Landlord.  Upon the return of the access card to Landlord, the
security deposit shall be returned to Tenant.

    


    It shall
be understood that Landlord is not an insurer of any or all of the vehicles and
the contents contained therein belonging to Tenant or Tenant's employees that
utilize the underground parking spaces and area, nor is there any bailment
created between Tenant, Tenant's employees and Landlord by reason of this
Parking Space Rider and the use of the underground parking by Tenant and
Tenant's employees.

    


    Tenant
and Tenant's employees using the underground parking spaces shall lock and
secure the motor vehicle and all contents and personal property inside the
vehicle.  Tenant and Tenant's employees shall assume full risk of any
loss, theft, misplacement, vandalism and damage to the vehicle which may or
might occur or result while park­ing the vehicle, exiting or entering the
underground parking lot and while the vehicle is parked there.  Lessor
shall at no time retain or assume any control or possession of the motor vehicle
utilizing the underground parking facilities or the contents and personal
property inside the vehicle.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
“F”

    


    PREPARATION
OF PREMISES

    


    
      I.  Tenant Improvements Provided
by Landlord

    

    


    Landlord
agrees to provide Tenant with the following Tenant Improvements:

    


    
      A.  Construct
walls, install doors, windows, electric and HVAC in accordance with the suite
plan attached hereto as Exhibit “B2” which has been accepted and agreed upon by
Landlord and Tenant.

    

    
      B.  Paint
suite, color to be chosen by Tenant.  Paint shall be Behr’s Premium
Eggshell Finish, Bay Colony Executive Center – East building
standard.

    

    


    
      II.  Improvements Provided at
Tenant’s Expense

    

    


    All
Tenant Improvements which are additions or change to the above specifications
shall be
provided by the Landlord and be paid for by the Tenant to the
Landlord.