##### 



Exhibit 10.11
 
 Basic Provisions (Basic Provisions ).
 Parties: ( Lease ) May 28, 2004 Rio Vista Industrial Investments, LLC Lessee Parties Party
 Premise City of Los Angeles County of Los Angeles State of California 90023 Premises
 Building Project
 Parking: Unreserved Parking
Spaces twenty (20) Reserved Parking Spaces
 Term: 3 1 Original Term July 1,
2004 Commencement Date July 31, 2007 Expiration Date
 Early Possession: See Paragraph #62 Early Possession Date
 Base Rent: $15,500.00 Base Rent first
(1st) July 1, 2004
 þ
 Lessees Share of Common Area Operating Expenses: sixty-seven 67 Lessees Share
 Base Rent and Other Monies Paid Upon Execution:
 (a)
    
    Base Rent:$15,550.00 for the period July 1, 2004
through July 31, 2004.(b)
    
    Common Area Operating Expenses:$TBD for the period
___.(c)
    
    Security Deposit:$46,500.00 (Security Deposit).
(See also Paragraph 5.) See Addendum #61(b)(d)
    
    Other:$-0- for N/A.(e)
    
    Total Due Upon Execution of this Lease:$62,000.00.
 Agreed Use: warehouse, distribution, design and manufacture of garments and all other
related legal uses
 Insuring Party. Insuring Party
 Real Estate Brokers:
 Representation: Brokers
  ̈  Lessors Broker
  ̈  Lessees Broker
 þ GVA DAUM  J. Sackler / D. Muir Dual Agency
 Initials
    
    
    
    InitialsPage 1 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 1




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Payment to Brokers:
 Guarantor. Guarantor
 Addenda and Exhibits. 50 78 A C
 Premises.
 Letting.
 Condition. Unit Start Date HVAC
 Compliance. Applicable Requirements NOTE: Lessee
is responsible for determining whether or not the zoning is appropriate for Lessees intended use,
and acknowledges that past uses of the Premises may no longer be allowed. Capital Expenditure
  Initials
    
    
    
    InitialsPage 2 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 2




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Acknowledgements.
 Lessee as Prior Owner/Occupant.
 Vehicle Parking. Permitted Size Vehicles
    Initials
    
    
    
    InitialsPage 3 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 3




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Common Areas  Definition. Common Areas
 Common Areas  Lessees Rights.
 Common Areas  Rules and Regulations. Rules and Regulations
 Common Areas  Changes.
       Term.
 Term.
 Early Possession.
 Initials
    
    
    
    InitialsPage 4 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 4




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Delay In Possession.
 Lessee Compliance.
 Rent.
 Rent Defined. Rent
 Common Area Operating Expenses.
 Common Area Operating Expenses
         Initials
    
    
    
    InitialsPage 5 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 5




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Payment.
 Security Deposit.
 Initials
    
    
    
    InitialsPage 6 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 6




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Use.
 Use.
 Hazardous Substances.
 Reportable Uses Require Consent. Hazardous Substance Reportable Use
 Duty to Inform Lessor.
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    InitialsPage 7 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 7




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Lessee Remediation.
 Lessee Indemnification.
 Lessor Indemnification.
 Investigations and Remediations.
 Lessor Termination Option.
 Lessees Compliance with Applicable Requirements.
 Initials
    
    
    
    InitialsPage 8 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 8




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Inspection; Compliance. Lender
 Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations.
 Lessees Obligations.
 In General.
 Service Contracts.
 Failure to Perform.
 Replacement.
 Initials
    
    
    
    InitialsPage 9 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 9




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Lessors Obligations.
 Utility Installations; Trade Fixtures; Alterations.
 Definitions. Trade Fixtures Alterations Lessee Owned Alterations and/or Utility Installations
 Consent.
 Indemnification.
 Ownership; Removal; Surrender; and Restoration.
 Ownership.
 Initials
    
    
    
    InitialsPage 10 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 10




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Removal.
 Surrender; Restoration.
 Insurance; Indemnity.
 Payment of Premium Increases.
 Insurance Cost Increase Required Insurance Base Premium
  Liability Insurance.
 Carried by Lessee. insured contract
 Initials
    
    
    
    InitialsPage 11 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 11




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Carried by Lessor.
 Property Insurance  Building, Improvements and Rental Value.
 Building and Improvements.
 Rental Value. Rental Value Insurance
 Adjacent Premises.
 Lessees Improvements.
 Lessees Property; Business Interruption Insurance.
 Property Damage.
 Business Interruption.
 No Representation of Adequate Coverage.
 Initials
    
    
    
    InitialsPage 12 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 12




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Insurance Policies.
 Waiver of Subrogation.
 Indemnity.
 Exemption of Lessor from Liability.
 Damage or Destruction.
 Definitions.
 Premises Partial Damage
 Premises Total Destruction
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    InitialsPage 13 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 13




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Insured Loss
 Replacement Cost
 Hazardous Substance Condition
 Partial Damage  Insured Loss.
 Partial Damage  Uninsured Loss.
 Total Destruction.
 Damage Near End of Term.
 Initials
    
    
    
    InitialsPage 14 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 14




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Abatement of Rent; Lessees Remedies.
 Abatement.
 Remedies.
 Termination; Advance Payments.
 Waive Statutes.
 Real Property Taxes.
 Definitions.
 Real Property Taxes. Real Property Taxes
 Base Real Property Taxes. Base Real Property Taxes
 Initials
    
    
    
    InitialsPage 15 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 15




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Payment of Taxes.
 Additional Improvements.
 Joint Assessment.
 Personal Property Taxes.
 Utilities.
 Assignment and Subletting.
 Lessors Consent Required.
 assign or assignment
  Net Worth of
Lessee
  Initials
    
    
    
    InitialsPage 16 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 16




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Terms and Conditions Applicable to Assignment and Subletting.
       Additional Terms and Conditions Applicable to Subletting.
   Initials
    
    
    
    InitialsPage 17 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 17




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Default; Breach; Remedies.
 Default; Breach. Default Breach
       Initials
    
    
    
    InitialsPage 18 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 18




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Remedies.
    Inducement Recapture.
 Initials
    
    
    
    InitialsPage 19 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 19




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Late Charges.
 Interest.
 Breach by Lessor.
 Notice of Breach.
 Performance by Lessee on Behalf of Lessor.
 Condemnation.
 Initials
    
    
    
    InitialsPage 20 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 20




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Brokerage Fees.
 Additional Commission.
 Assumption of Obligations.
 Representations and Indemnities of Broker Relationships.
 Estoppel Certificates.
 Responding Party Requesting Party Estoppel Certificate
   Definition of Lessor. Lessor
 Initials
    
    
    
    InitialsPage 21 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 21




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Severability.
 Days.
 Limitation on Liability.
 Time of Essence.
 No Prior or Other Agreements; Broker Disclaimer.
 Notices.
 Notice Requirements.
 Date of Notice.
 Waivers.
 Initials
    
    
    
    InitialsPage 22 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 22




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Disclosures Regarding The Nature of a Real Estate Agency Relationship.
  Lessors Agent To the Lessor To the Lessee and the Lessor
 Lessees Agent To the Lessee To the
Lessee and the Lessor
 Agent Representing Both Lessor and Lessee
   Initials
    
    
    
    InitialsPage 23 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 23




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No Right To Holdover.
 Cumulative Remedies.
 Covenants and Conditions; Construction of Agreement.
 Binding Effect; Choice of Law.
 Subordination; Attornment; Non-Disturbance.
 Subordination. Security Device Lender
 Attornment.
 Non-Disturbance. Non-Disturbance Agreement
 Self-Executing.
 Attorneys Fees.
 Initials
    
    
    
    InitialsPage 24 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 24




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Lessors Access; Showing Premises; Repairs.
 Auctions.
 Signs. For Sublease
 Termination; Merger.
 Consents.
 Guarantor.
 Execution.
 Default.
 Initials
    
    Page 25 of 29
    
    InitialsREVISED©1998  American Industrial Real Estate Association
    
    
    
    FORM MTG-2-11/98E
 25




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Quiet Possession.
 Options.
 Definition. Option
 Options Personal To Original Lessee.
 Multiple Options.
 Effect of Default on Options.
    Security Measures.
 Reservations.
 Performance Under Protest.
 Authority.
 Conflict.
 Initials
    
    
    
    InitialsPage 26 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 26




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Offer.
 Amendments.
 Multiple Parties.
 Waiver of Jury Trial.
 Mediation and Arbitration of Disputes. o þ
 LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED
HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE
PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE
COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO
THE PREMISES.
 ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE
ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS
LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:
 1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.
 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID
INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES,
THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING
SYSTEMS, COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES
FOR LESSEES INTENDED USE.
 WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE
LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE
LOCATED.
  Executed at: L.A.
    
    Executed at: L.A.on: 6/4/04
    
    on: 6/3/04By LESSOR:
    
    By LESSEE:Rio Vista Industrial Investments, LLC
    
    True Religion Apparel Inc., a Nevada Corporation,
and Guru Denim Inc.,a California Corporation, Jointly & SeverallyBy:
    
    By:Name Printed: Jerrold S. Felsenthal
    
    Name Printed: Jeffrey Lubell / Kymberly LubellTitle: Manager
    
    Title: President / Secretary(True Religion Apparel Inc.)By:
    
    By:Name Printed:
    
    Name Printed: Jeffrey Lubell / Kymberly LubellTitle:
    
    Title: President / Secretary(Guru Denim Inc.)
 Initials
    
    
    
    InitialsPage 27 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
 27




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Address: 9201 Wilshire Blvd., Suite 301
    
    Address: 201 East Arena StreetBeverly Hills, CA 90210
    
    El Segundo, CA 90245Telephone: (310) 273-9201
    
    Telephone: (310) 615-1978Facsimile: (310) 273-8951
    
    Facsimile: (310) 615-1975Federal ID No.
    
    Federal ID No. 98-0352633
 These forms are often modified to meet changing requirements of law and needs of the industry.
Always write or call to make sure you are utilizing the most current form: American Industrial
Real Estate Association, 700 South Flower Street, Suite 600, Los Angeles, CA 90017. (213) 687-8777.
 (c)Copyright 1998 By American Industrial Real Estate Association.
All rights reserved.
No part of these works may be reproduced in any form without permission in writing.
 Initials
    
    
    
    InitialsPage 28 of 29©1998  American Industrial Real Estate Association
    
    REVISED
    
    FORM MTG-2-11/98E
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ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL
MULTI-TENANT LEASE-GROSS
BY AND BETWEEN
RIO VISTA INDUSTRIAL INVESTMENTS, LLC (LESSOR)
AND
TRUE RELIGION APPAREL INC., A NEVADA CORPORATION, AND GURU DENIM INC.,
A CALIFORNIA CORPORATION, JOINTLY & SEVERALLY (LESSEE)
FOR THE PROPERTY LOCATED AT
1525-1535 RIO VISTA AVENUE, LOS ANGELES, CALIFORNIA 90023
DATED MAY 28, 2004
 50
    
    PERMITS:Lessee warrants and represents that Lessee has satisfied itself that it can obtain all
licenses, permits, franchises and other authorizations necessary to conduct the business it
intends to conduct in the Premises and is not relying on any representation or warranty made
by Lessor or Lessors agents with respect thereto. Lessor makes no representations or
warranties that Lessee will be able to obtain any licenses, permits, franchises or other
authorizations necessary or required to conduct the uses permitted herein on the Premises.
Lessee at its sole cost and expense shall obtain all licenses, permits, franchises and
authorizations. If it is subsequently determined that Lessee cannot obtain such permits and
licenses to operate, Lessee shall not have the right to terminate this Lease or to have an
abatement of rent.51.
    
    SIGNAGE:Paragraph 34 of this Lease notwithstanding, Lessee shall have permission, at Lessees sole
cost and expense, to place one (1) sign on the Premises of approximately 2 4 x 10
provided that such sign meets the sign criteria as may be set forth by Lessor. Prior to
installation of the sign, Lessee shall submit specifications and position to Lessor for
Lessors prior written approval. Lessee shall be responsible, at Lessees sole cost and
expense, for the removal of said sign and restoring the Premises to its original condition
upon vacating the Premises (Please see Exhibit B).52.
    
    NO BROKERS:The parties hereby represent and warrant to one another that they know of no broker, agent,
finder or any other person who is entitled to any commission, fee or other compensation in
connection with this Lease other than GVA DAUM. The parties hereby indemnify, save, defend
and hold harmless one another from and against their respective breach of this
representation and warranty.53.
    
    ASSIGNMENT OF LEASE AND DEFAULT:(a) In General. Lessee shall not voluntarily or by operation of law assign,
transfer, mortgage, encumber or hypothecate or otherwise convey all or any part of Lessees
interest in this Lease or in the Premises, nor sublet the Premises or any portion thereof,
nor license the use of all or any portion of the Premises, without in each instance Lessors
prior written consent, which Lessor shall not unreasonably withhold. Any attempted
assignment, transfer, mortgage, encumbrance, hypothecation, conveyance, licensing or
subletting without such consent shall be void, and shall constitute a breach of this Lease.
The acceptance of rent by Lessor from any other person shall not be deemed a consent to any
subsequent assignment, transfer, mortgage, encumbrance, hypothecation, conveyance, licensing
or subletting nor is it a consent to any use of the Premises or the improvements therein
other than the use described inParagraph 6.1 of this Lease. In the event that Lessee is a corporation, a change or changes
in the ownership, whether voluntary or involuntary, by operation of law or otherwise, which
aggregates fifty percent (50%) or more of the total capital stock of Lessee or fifty percent
(50%) or more of the voting capital stock of Lessee, shall be deemed an assignment of this
Lease. Lessee agrees to reimburse Lessor for Lessors reasonable attorneys fees and costs
(not to exceed $1,000) incurred in conjunction with the review, negotiation, processing and
documentation of any requested assignment, transfer, mortgage, encumbrance, hypothecation,
conveyance, licensing or subletting. Lessor shall not be required to consent to any
assignment, transfer, mortgage, encumbrance, hypothecation, conveyance, licensing or
subletting unless and until any lender holding lien on the Premises, if any, has given its
prior written consent thereto as provided in the loan documents in connection with such
loan, if any.(b) Procedures for Obtaining Lessors Consent. Notwithstanding anything to the
contrary contained in this Paragraph 53, in the event that Lessee or any sublessee,
transferee, licensee or assignee of Lessee (all hereinafter referred to as Lessee for
purposes of this Paragraph 53), shall intend to assign this Lease or sublet or license all
or any portion of the Premises or otherwise transfer the Lease or any interest
 INITIALS:
    
    
    
    INITIALS:Page 1 of 8
 29




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ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL
MULTI-TENANT LEASE-GROSS
BY AND BETWEEN
RIO VISTA INDUSTRIAL INVESTMENTS, LLC (LESSOR)
AND
TRUE RELIGION APPAREL INC., A NEVADA CORPORATION, AND GURU DENIM INC.,
A CALIFORNIA CORPORATION, JOINTLY & SEVERALLY (LESSEE)
FOR THE PROPERTY LOCATED AT
1525-1535 RIO VISTA AVENUE, LOS ANGELES, CALIFORNIA 90023
DATED MAY 28, 2004
 therein,
Lessee shall give Lessor written notice of such intent (herein referred to as Lessees
Notice of Intent), in strict accordance with the procedures hereinafter set forth.
Lessees Notice of Intent shall set forth a date, herein referred to as the Termination
Date, upon which it is intended that a proposed sublease, transfer, license of assignment
would become effective and shall be accompanied by an executed copy of the assignment,
license, sublease or other document, a copy of the proposed assignee, transferee, licensee
or sublessees balance sheet and profit and loss statement for the last three (3) years, a
written business history of the proposed assignee, transferee, licensee or sublessee a
statement of the uses to which the proposed assignee, transferee, licensee or sublessee
shall use the Premises, and any other information reasonably requested by the Lessor.The Termination Date shall not be less than ninety (90) days or more than one hundred twenty
(120) days from the date that Lessor receives Lessees Notice of Intent. Within twenty (20)
days after Lessors receipt of Lessees Notice of Intent, Lessor may give written notice to
Lessee that Lessor elects to terminate this lease effective as of the Termination Date. If
Lessor shall so elect to terminate this Lease, then neither Lessor nor Lessee shall be
liable to the other for any reason having to do with this Lease from and after the
Termination Date, except for matters which shall have risen prior to termination and except
for obligations of Lessee that exist upon termination. If Lessor shall elect to terminate
this Lease, Lessor may lease the Premises directly to the proposed transferee, it being
expressly understood and agreed to by Lessee that Lessor shall have the right to enter into
negotiations with the proposed transferee for the lease of the Premises or other space in
the Industrial Center and that such negotiations and lease shall not be deemed to be an
interference with or of Lessees business or rights. In the event that Lessor does not
exercise Lessors right to terminate this Lease and in the event that Lessee does not in
fact execute a final and binding sublease or assignment within one hundred twenty (120) days
after said Termination Date, then Lessee shall be obligated to give another Lessees Notice
of Intent to Lessor before Lessee may assign or sublease, and the terms of this Paragraph 53
shall reapply. Failure of Lessor to exercise its right to terminate this Lease under this
Paragraph 53 shall not be deemed a waiver of the right to subsequently terminate this Lease
in accordance with the terms hereof, as it is intended that this option to cancel shall
continue to exist during the entire term of this Lease and any extension thereof.In the event that Lessor, from time to time, declines to exercise its option to cancel this
Lease, that decision shall not be deemed a waiver by Lessor or Lessors right to approve or
disapprove of the assignment or subletting by Lessee as the same is otherwise provided for
in Paragraph 12 and 53 of this Lease.If Lessor consents to any assignment, transfer, conveyance, or licensing for this Lease or
to the subletting of all or any portion of the Premises, then the rent then in effect shall
be increased as of the date of such assignment, transfer, conveyance, licensing of
subletting to the amount by which any and all consideration of every kind whatsoever payable
from time to time to Lessee or its designee by such permitted assignee, transferee, licensee
or sublessee for or on account of such assignment, transfer, conveyance, license or
sublease, exceeds any and all sums periodically due by Lessee to Lessor for rent or charge
under this Lease for the space subject to such assignment, transfer, conveyance, license or
sublease.If the rent is increased pursuant to this Paragraph, then the security deposit referred to
in Paragraph 5 hereof shall be increased concurrently therewith as provided therein. Said
increase in rent shall be due and payable to Lessor when and as said amounts become due and payable to Lessee or its designee under the terms of the permitted assignment, transfer,
conveyance, license or sublease, whether or not Lessee collects the same from its permitted
assignee, transferee, licensee or sublessee, and Lessees failure to pay said amounts when
due to Lessor shall be deemed a failure to pay rent hereunder and shall constitute a breach
of this Lease. Lessor may require, as a condition precedent to giving its consent to an
assignment, transfer, conveyance, license of sublease, that Lessee acknowledge in writing a
schedule be due and payable to
 INITIALS:
    
    
    
    INITIALS:Page 2 of 8
 30




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##### 



ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL
MULTI-TENANT LEASE-GROSS
BY AND BETWEEN
RIO VISTA INDUSTRIAL INVESTMENTS, LLC (LESSOR)
AND
TRUE RELIGION APPAREL INC., A NEVADA CORPORATION, AND GURU DENIM INC.,
A CALIFORNIA CORPORATION, JOINTLY & SEVERALLY (LESSEE)
FOR THE PROPERTY LOCATED AT
1525-1535 RIO VISTA AVENUE, LOS ANGELES, CALIFORNIA 90023
DATED MAY 28, 2004
 Lessor hereunder.(c) No Release of Liability. Regardless of Lessors consent to any assignment,
transfer, mortgage, hypothecation, conveyance, licensing or subletting, no assignment,
transfer, mortgage, hypothecation, conveyance, licensing or subletting shall release Lessee
of Lessees obligations or alter liability of Lessee to pay the rent and to perform all
other obligations to be performed by Lessee hereunder.54.
    
    LENDERS REQUIREMENTS:Lessee hereby agrees to make any reasonable revisions to this Lease which may be required in
good faith by a bona fide construction, interim or permanent lender in connection with the
financing of the Premises, but in no event shall such changes materially interfere with
Lessees use of the Premises or increase the rent or other costs of Lessees occupancy of
the Premises.55.
    
    SUBORDINATION:A new sub-paragraph is hereby added to the end of Paragraph 30.1Lessee shall, in the event any proceedings are brought for the foreclosure of, or in the
event of exercise of the power of sale under any mortgage made by the Lessor covering its
interest in the Premises, if so requested, attorn to the purchaser upon such foreclosure or
sale, or its successors or assigns, and recognize such purchaser or its successors or
assigns, as the Lessor under this Lease provided successor assumes Lessors obligations,
including obligations regarding the Security Deposit.56.
    
    WAIVERS:The following language is hereby added to the end of Paragraph 24:No payment by Lessee or receipt by Lessor of a lesser amount than the fixed rent payment
herein stipulated shall be deemed to be other than on account of the earliest stipulated
rent, nor shall any endorsement or statement on any check or any letter accompanying any
check or payment as rent be
deemed an accord and satisfaction, and Lessor may accept such check or payment without
prejudice to Lessors right to recover the balance of such rent or pursue any other remedy
in this Lease provided.57.
    
    PROPOSITION 65 COMPLIANCE:Lessee shall do everything necessary and proper in order to comply with California
Proposition 65 as it relates to its operation in and its occupancy of the Premises. Lessee
shall defend, indemnify and hold harmless the Lessor, its real estate manager and agents, in
the event that either or both are found liable under Proposition 65 with respect to any act
or omission by Lessee, its agents, employees or subcontractors.Lessor represents that to the best of its knowledge, neither the premises nor the center of
which the premises are a part contains toxic substances.58.
    
    HAZARDOUS MATERIALS PROHIBITED:(a) Definitions. As used herein, the term Hazardous Material means any hazardous
or toxic substance, material or waste which has been, is now or hereafter becomes regulated
by any local governmental authority, the State of California or the United States
Government.(b) Lessee shall not cause, permit, suffer or allow any Hazardous Material to be brought
upon, kept or used in or about the Premises by Lessee, its agents, employees, contractors or
invitees or any one else. If Lessee breaches the obligations stated in this Paragraph 58,
or if the presence of Hazardous Material on the Premises caused or permitted by Lessee
results or is likely to result in contamination of the Premises or any adjacent property or
if contamination of the Premises or any adjacent property by Hazardous Material otherwise
occurs then Lessee is legally liable to Lessor for damages resulting therefrom and Lessee
hereby
 INITIALS:
    
    
    
    INITIALS:Page 3 of 8
 31




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##### 



ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL
MULTI-TENANT LEASE-GROSS
BY AND BETWEEN
RIO VISTA INDUSTRIAL INVESTMENTS, LLC (LESSOR)
AND
TRUE RELIGION APPAREL INC., A NEVADA CORPORATION, AND GURU DENIM INC.,
A CALIFORNIA CORPORATION, JOINTLY & SEVERALLY (LESSEE)
FOR THE PROPERTY LOCATED AT
1525-1535 RIO VISTA AVENUE, LOS ANGELES, CALIFORNIA 90023
DATED MAY 28, 2004
 indemnifies, saves, defends and holds Lessor harmless from any and all claims,
judgments, damages, injury, penalties, fines, costs, liabilities or losses (including,
without limitation, loss or rents, diminution in value of the Premises or any adjacent
property, damages for the loss or restriction on use of rentable or usable space or of any
amenity of the Premises, damages arising from any adverse impact on marketing of space in
the Premises, and sums paid in settlement of claims, attorneys fees and costs, consultant
fees and costs and expert fees and costs) (Claims collectively herein) which arise during
or after the Lease term as a result of such contamination.Without limiting the foregoing, if such presence of any Hazardous Material on the Premises
or any adjacent property (unless caused before the date term of this Lease commenced or by a
source outside the Premises not caused by Lessee) results in any contamination of the
Premises or any adjacent property, Lessee shall promptly take all actions at its sole
expense as are necessary to return the Premises or any adjacent property to the condition
existing prior to the introduction of any such Hazardous Material to the Premises or any
adjacent property; provided that Lessors approval of such actions shall first be obtained,
which approval shall not be unreasonably withheld so long as such actions would not
potentially have any material adverse long-term or short-term effect on the Premises or any
adjacent property. Lessees obligations shall include, but not be limited to, the effects
of any contamination or injury to person, property or the environment created or suffered by
Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement,
and shall survive the expiration or termination of this Lease. No termination, cancellation
or release agreement entered into by Lessor and Lessee shall release Lessee from its
obligations under this Lease with respect to Hazardous Materials, unless specifically so
agreed by Lessor in writing at the time of such agreement.(c) Lessee shall not cause or permit any Hazardous Materials to be spilled or released in,
on, under, or about the Premises (including through the plumbing or sanitary sewer system)
and shall promptly, at Lessees expense, take all investigative and/or remedial action
reasonably recommended, whether or not formally ordered or required, for the cleanup of any
contamination of, and for the maintenance, security and/or monitoring of the Premises or
neighboring properties, that was caused or materially contributed to by Lessee, or
pertaining to or involving any Hazardous Materials brought onto the Premises during the term
of this Lease, by or for Lessee, or any third party.(d) It shall not be unreasonable for Lessor to withhold its consent to any proposed
assignment of the Lease or subletting of all or any portion of the Premises if (i) the
proposed assignees or sublessees anticipated use of the Premises involved the generation,
storage, use, treatment or disposal or Hazardous Material; (ii) the proposed assignee or
sublessee has been required by any prior landlord, lender or governmental authority to take
remedial action in connection with Hazardous Material contaminating a property if the
contamination resulted from such assignees or sublessees actions or use of the property in
question; or (iii) the proposed assignee or sublessee is subject to an enforcement order
issued by any governmental authority in connection with the use, disposal or storage of a
Hazardous Material.(e) Neither Lessor nor its employees, contractors or invitees shall cause, permit, suffer or
allow any Hazardous Material to be brought upon, kept, used in or about the building of
which the Premises are a part. Lessor shall hold Lessee harmless and shall indemnify Lessee
from any and all claims, judgments, damages, injuries, penalties, fines, costs, liabilities
of losses which arise out of the use or storage of Lessors failure to perform in accordance
with the provisions of this Paragraph.59.
    
    RENT:Rent shall be payable in accordance with the following schedule:
  INITIALS:
    
    
    
    INITIALS:Page 4 of 8
 32




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ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL
MULTI-TENANT LEASE-GROSS
BY AND BETWEEN
RIO VISTA INDUSTRIAL INVESTMENTS, LLC (LESSOR)
AND
TRUE RELIGION APPAREL INC., A NEVADA CORPORATION, AND GURU DENIM INC.,
A CALIFORNIA CORPORATION, JOINTLY & SEVERALLY (LESSEE)
FOR THE PROPERTY LOCATED AT
1525-1535 RIO VISTA AVENUE, LOS ANGELES, CALIFORNIA 90023
DATED MAY 28, 2004
   * For Rental Abatement periods, please see paragraph #74.
 60.
    
    BUILDING OPERATING EXPENSES:Building Operating Expenses (BOE) cover prorated costs for the water utility to the project
and for landscaping maintenance. Lessee shall contract with a disposal company for pickup
of refuse and pay all utilities except water, which is metered for multiple buildings.61.
    
    AMOUNT OF RENT PAYABLE & DOCUMENTS TO BE DELIVERED UPON EXECUTION:Concurrent with the execution and delivery of this Lease, Lessee shall pay Lessor a total
amount of $62,000.00 and deliver documentation as follows:
 (a)
    
    the sum of $15,500.00, which is to be applied against the rent payable
hereunder for the first month of the lease term  July 1, 2004  July 31, 2004;(b)
    
    security deposit in the amount of $46,500.00;(c)
    
    provide Lessor with evidence that Lessee has secured liability insurance as
called for in Paragraph 8.1 of this Lease Agreement with Lessor named as additional
insured.
 62.
    
    EARLY POSSESSION:Lessor shall grant Lessee early possession of the subject premises upon full execution of
the Lease and receipt of all monies, Certificate of Insurance as provided for in Paragraph
61. However, Lessee shall not interfere with Lessors contractors who will be improving the
Premises (per paragraph #68).63.
    
    ROOF PENETRATIONS:If Lessees Work, Lessee Owned Alternations and/or Utility Installations require
any penetration of the roof structure, roof membrane, or roof cover of the Premises, Lessee
shall at its sole cost and expense (a) make any necessary repairs caused as a result of said
work utilizing a roofing contractor which contractor is satisfactory to Lessor and Lessee;
and (b) provide Lessor with a new roof warranty from a contractor satisfactory to Lessor if
such work voids any existing warranty on the roof. Upon the expiration or sooner
termination of this Lease, Lessor shall have the right to require Lessee at Lessees sole
cost and expense to remove such roof penetrations and restore the roof to the condition
prior to the existence of such roof penetrations. Lessee must obtain approval form Lessor
prior to making any roof penetrations and Lessor reserves the right to use the roofer of
record to seal penetrations, at Lessees sole cost, so as to preserve the existing warranty.64.
    
    LIMITATION ON LESSORS LIABILITY:The parties, for themselves and all of their respective heirs, executors, administrators,
successors and assigns, covenant and agree that, in the event that Lessor herein is or
becomes a partnership and in the event of any actual or alleged failure, breach or default
hereunder by such Lessor, the sole and exclusive remedy shall be against the assets of
Lessor and not against any partner of Lessor.65.
    
    SUBMISSION OF LEASE:The submission of this Lease by Lessor to Lessee shall not constitute an offer to lease the
Premises to Lessee. This Lease shall not be binding between Lessor and Lessee until it is
fully executed and delivered and shall not be construed in favor of or against the party who
drafted it.66.
    
    REAL ESTATE LICENSE DISCLOSURE:Lessee acknowledges that Lessee has been advised that Jerrold S. Felsenthal is a real
estate licensee.
 INITIALS:
    
    
    
    INITIALS:Page 5 of 8
 33




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##### 



ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL
MULTI-TENANT LEASE-GROSS
BY AND BETWEEN
RIO VISTA INDUSTRIAL INVESTMENTS, LLC (LESSOR)
AND
TRUE RELIGION APPAREL INC., A NEVADA CORPORATION, AND GURU DENIM INC.,
A CALIFORNIA CORPORATION, JOINTLY & SEVERALLY (LESSEE)
FOR THE PROPERTY LOCATED AT
1525-1535 RIO VISTA AVENUE, LOS ANGELES, CALIFORNIA 90023
DATED MAY 28, 2004
 67.
    
    AS IS CONDITION:Lessee hereby acknowledges that Lessee accept as noted in Paragraph 68 is leasing the
Premises in their existing AS IS/WHERE IS condition; that Lessee has made a full
inspection and investigation of the physical condition of the Premises, all easements,
rights, rights of way, reservations, covenants, conditions and restrictions with respect to
the Premises and all other matters of record and all laws applicable to the Premises and to
Lessees business; the Lessee is relying entirely upon said inspections and investigations
made by Lessee; that Lessee is not relying upon any representations or warranties made by
Lessor or Lessors agents, except as specifically set forth in this Lease; that Lessee is
satisfied that the Premises are suitable for Lessees intended use; that no representation
or warranty is made regarding the square footage of the Premises nor any other physical
attributes of the Premises; that Lessee has determined that the buildings fire and life
safety system, if any, is satisfactory for Lessees intended use and any requirements of the
appropriate fire department and Lessees insurance underwriter.68.
    
    LESSOR IMPROVEMENTS:Lessor at Lessors sole cost and discretion shall do the following:Build an approximate 400 square foot conference room in 1525 Rio Vista. Location shall be
downstairs just west of the existing offices. Said conference room shall have a dropped
ceiling, HVAC, electrical and phone outlets per City of Los Angeles code, a double man door
and lighting.Build an eight foot (8) high partition enclosure which will run off the rear warehouse wall
of 1535 Rio Vista. Said area will be approximately 37 x 23 and will not include a dropped
ceiling HVAC or lighting but the Lessor will bring power to the location and Lessee will
distribute as needed.69.
    
    SECURITY; LESSOR NON-RESPONSIBILITY; INDEMNIFY:Lessor and Lessee expressly agree that Lessee shall have the sole responsibility of
providing security for the Premises and the persons therein, and Lessor shall have no
responsibility with respect thereto. Under no circumstances, and in no event, shall Lessor
be liable to Lessee or to any other person by reason of any theft, burglary, robbery,
assault, trespass, unauthorized entry, vandalism, or any other act of any third person
occurring in or about the Premises, and Lessee shall indemnify Lessor and hold it harmless
from and against any and all losses, liabilities, judgments, cost, or expenses (including
reasonable attorneys fees and other costs of investigation or defense) which Lessor may
suffer by reason of any claim asserted by any person arising out of, or related to, any of
the foregoing, except if caused by Lessors willful misconduct or gross negligence.70.
    
    REPAIRS:Notwithstanding anything to the contrary contained in this Lease, Lessor shall not be
required to repair any damage or replace any portion of the Premises or the Building which
was caused by or due to the intentional or negligent acts or omissions of Lessee, its
employees, agents or invitees; and, at its sole cost and expense Lessee shall repair or
replace any such matters.71.
    
    CONDITION AND AVAILABILITY OF ELECTRICAL SERVICES:Lessee is executing this Lease with the understanding that existing electrical services may
contain amperage and power ratings that are actually different than what is shown on the
power panel itself and/or on the marketing brochures. Lessor cannot confirm, guarantee or
substantiate that such amperage or power ratings are correct. Lessee agrees to confirm the
presence and/or availability of such electrical services with Lessees electrical contractor
and/or with the City of Los Angeles or the Southern California Edison Company (or applicable
utilities service company) and hereby releases. Lessor from any such electrical service
insufficiencies that may exist.72.
    
    RENT PAYMENTS/LATE CHARGES:
 INITIALS:
    
    
    
    INITIALS:Page 6 of 8
 34




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##### 



ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL
MULTI-TENANT LEASE-GROSS
BY AND BETWEEN
RIO VISTA INDUSTRIAL INVESTMENTS, LLC (LESSOR)
AND
TRUE RELIGION APPAREL INC., A NEVADA CORPORATION, AND GURU DENIM INC.,
A CALIFORNIA CORPORATION, JOINTLY & SEVERALLY (LESSEE)
FOR THE PROPERTY LOCATED AT
1525-1535 RIO VISTA AVENUE, LOS ANGELES, CALIFORNIA 90023
DATED MAY 28, 2004
 Lessee hereby acknowledges that (i) Base Rent is due and payable on the first
(1st) day of each month regardless of the fact that Lessor may not bill Lessee
for such payment; and (ii) late charges and interest charges for failure to timely pay rent
and other sums due under this Lease shall be strictly enforced by Lessor.73.
    
    CONFIDENTIALITY:It is expressly understood and agreed that Lessee shall hold the terms and conditions of
this Lease in strictest of confidence. Lessee shall not disclose the terms of this Lease to
any other existing or prospective tenants in the Buildings.74.
    
    RENTAL ABATEMENT:The parties acknowledge that Lessee is not paying the Base Rent, and all other additional
Rent during the second (2nd) month of the Lease, August 1, 2004 through August
31, 2004 (Rental Abatement Period) herein. However, the Lessee is required to pay during
the Rental Abatement Period all utilities. The parties acknowledge that the foregoing
Rental abatement Period has been granted to Lessee as additional consideration for entering
into this Lease, and for agreeing to pay the rent and performing the terms and conditions
otherwise required under the Lease. Accordingly, in the event of a Breach by Lessee which
Lessee fails to cure within the times permitted for curing hereunder, Lessee shall be
obligated to pay all Base Rent otherwise abated hereunder during the Rental Abatement
Period, with interest as provided in the Lease from the date such Base Rent would otherwise
have been due but for the abatement provided for herein, immediately upon written demand by
Lessor. The Parties hereby agree that Lessees obligation to repay any abated Base Rent and
interest thereon is of the essence of this Lease and Lessees covenant was a
material inducement to Lessor entering into this Lease.75.
    
    PARKING:The premises includes a total of twenty (20) parking spaces in the subject industrial
complex (Please see Exhibit (C).76.
    
    OPTION(S) TO EXTEND:Attached hereto and made a part hereof.77.
    
    HAZARDOUS MATERIALS & ADA NOTICE:Attached hereto and made a part hereof.78.
    
    DISCLAIMER AND INDEMNIFICATION:This document has been prepared by GVA DAUM, Inc. (Broker) at the request of all parties
which agree to indemnify and hold its principals, shareholders, officers, agents and
employees harmless from any liability which may arise from the preparation of this or any
subsequent document relating to the proposed or succeeding transaction.All parties acknowledge having been advised to have this and all transaction documents
approved by legal counsel and financial counsel prior to execution and delivery.This Lease is entered into with the understanding that Lessee has independently verified to
its satisfaction the following items: All measurements, utilities (including power,
plumbing, heating and air-conditioning systems), minimum clearance, loading door(s)
dimensions, truck access, fire sprinkler system capacity (if any), restrooms, City codes
including zoning, setbacks, occupancy permits, hazardous material and waste inspection, and
ability to conduct its intended use on the premises.Any information provided by Broker has been obtained from sources deemed reliable. While
Broker does not doubt its accuracy, Broker has not verified it, assumes no responsibility
and makes no guarantee, warranty or representation regarding it. It is Lessees
responsibility to independently confirm its accuracy
 INITIALS:
    
    
    
    INITIALS:Page 7 of 8
 35




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ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL
MULTI-TENANT LEASE-GROSS
BY AND BETWEEN
RIO VISTA INDUSTRIAL INVESTMENTS, LLC (LESSOR)
AND
TRUE RELIGION APPAREL INC., A NEVADA CORPORATION, AND GURU DENIM INC.,
A CALIFORNIA CORPORATION, JOINTLY & SEVERALLY (LESSEE)
FOR THE PROPERTY LOCATED AT
1525-1535 RIO VISTA AVENUE, LOS ANGELES, CALIFORNIA 90023
DATED MAY 28, 2004
 and completeness. Lessee hereby
indemnifies and holds harmless Broker named in this transaction, its principals,
shareholders, officers, agents and employees from the following: Any claim for personal
injury, merchandise or property damage or loss of value arising from or related to physical
condition of the property, including, without limitation, soil, roof or structural
condition, any claim, dispute or action in connection with completion of work or repairs to
the premises, any expense including reasonable attorney fees and costs suffered in
connection with any of the above matters.Broker has provided Lessor with credit information obtained from Lessee, which Broker has
not verified and does not guarantee. Lessor acknowledges that Broker does not guarantee
either rent payment or Lessees performance of the terms of the lease agreement. Lessors
execution of this lease is based strictly on Lessors independent verification of Lessees
credit-worthiness and Lessor holds Broker harmless in the event of Lessees default.
 AGREED AND ACCEPTED:
    
    
    
    AGREED AND ACCEPTED:LESSOR:
    
    
    
    LESSOR:RIO VISTA INDUSTRIAL INVESTMENTS, LLC
    
    
    
    TRUE RELIGION APPAREL INC.,A NEVADA CORPORATIONBy:
    
    
    
    
    
    By:Jerrold S. Felsenthal, Manager
    
    
    
    
    
    Jeffrey Lubell, PresidentDate:
    
    
    
    
    
    By:Kymberly Lubell, SecretaryGURU DENIM INC.,A CALIFORNIA CORPORATIONBy:Jeffrey Lubell, PresidentBy:Kymberly Lubell, SecretaryDate:
 INITIALS:
    
    
    
    INITIALS:Page 8 of 8
 36




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Hazardous Substances
And Americans with Disabilities Act
 77.
 1525-1535 South Rio Vista Avenue, Los Angeles, CA 90023
 Notice to Owners, Buyers and Tenants Regarding Hazardous Substances and Underground Storage Tanks
      Notice to Owners, Buyers and Tenants Regarding the Americans with Disabilities Act
  37




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By
    
    
    
    
    
    DatedTrue Religion, Apparel Inc.
a Nevada CorporationBy
    
    
    
    
    
    DatedGuru Denim Inc., a California
CorporationBy
    
    
    
    
    
    DatedRio Vista Industrial, Associates, LLC
 38




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##### 



Exhibit A 1525-1535 SOUTH RIO VISTA AVENUE, LOS ANGELES, CALIFORNIA 39




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EXHIBIT B
1525-1535 SOUTH RIO VISTA AVENUE
SIGN EXHIBIT 40




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##### 



EXHIBIT C 1525-1535 SOUTH RIO VISTA VENUE
PARKING EXHIBIT 41




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##### 



Dated
 By and Between (Lessor)
 (Lessee)
    
    True Religion Apparel, Inc.,
a Nevada Corporation, and Guru Denim Inc.,
a California Corporation, Jointly & Severally
 Address of Premises: 1525-1535 South Rio Vista Avenue, Los Angeles, CA 90023
 76
 A. OPTION(S) TO EXTEND:
 3  12
 4 7
      INITIALS:
    
    
    
    INITIALS:Page 1 of 3©2000 -AIR COMMERCIAL REAL ESTATE ASSOCIATION
    
    REVISED
    
    FORM OE-3-8/00E
 42




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þ III. Fixed Rental Adjustment(s) (FRA)
  On (Fill in FRA Adjustment Date(s)):
    
    The New Base Rent shall be:August 1, 2007
    
    $
    16,940.00August 1, 2007
    
    $
    17,450.00August 1, 2007
    
    $
    17,975.00$
 B. NOTICE:
  INITIALS:
    
    
    
    INITIALS:Page 2 of 3©2000 -AIR COMMERCIAL REAL ESTATE ASSOCIATION
    
    REVISED
    
    FORM OE-3-8/00E
 43




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C. BROKERS FEE:
  NOTE: These forms are often modified to meet changing requirements of law and needs of the
industry. Always write or call to make sure you are utilizing the most current form: AIR
COMMERCIAL REAL
ESTATE ASSOCIATION, 700 S. Flower Street, Suite 600, Los Angeles, Calif. 90017
 INITIALS:
    
    
    
    INITIALS:Page 3 of 3©2000 -AIR COMMERCIAL REAL ESTATE ASSOCIATION
    
    REVISED
    
    FORM OE-3-8/00E
 44