ex10-55.htm


    
      

      

    

    Exhibit 10.55

    
      


       

      

       

      STANDARD
SUBLEASE

      (Long-form
to be used with pre-1996 AIR leases)

      (NOTE:
NOT DESIGNED FOR SITUATIONS WHERE LESS THAN ENTIRE PREMISES ARE BEING
SUBLET)

       

       

       

      1. 
Basic Provisions ("Basic
Provisions").

       

      1.1 
Parties: This Sublease ("Sublease"),
dated for reference purposes only October
26, 2009 is made
by and between
California
Avocado Commission ("Sublessor")
and Location
Based Technologies, Inc., DBA: Pocket Finder ("Sublessee"),
(collectively
the "Parties",
or individually a "Party").

       

      1.2 
Premises: That certain real property, including all improvements therein,
and commonly known by the street address
of 38
Discovery, Suite 150, Irvine located
in the County of Orange,
State of California and
generally described as (describe briefly the nature of the property) an
approximate 10, 648 rentable square foot  office
suite ("Premises").


       

      1.3 
Term: 1
years and 8
months commencing December 1, 2009 ("Commencement
Date") and
ending July
31, 2011 ("Expiration
Date").

       

      1.4 
Early
Possession: If the
Premises are available Sublessee may have non-exclusive possession of the
Premises commencing
N/A ("Early
Possession Date").

       

      1.5  Base
Rent: $ 7 , 98 6.00 per month ("Base Rent"), payable on the 1st day
of each month commencing December
1, 2009

       

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

       

      1.6 
Base Rent and Other Monies Paid Upon Execution: 

       

      (a)
Base Rent: $7,986.00
for
the period December
1, 2009 - December 31,
2009.

       

      (b) Security
Deposit: $15,
439.60 ("Security
Deposit").

       

      (c) Association
Fees: $N/A for
the period

       

      (d) Other:
$N/A for
N/A

       

      (e) Total
Due Upon Execution of this Lease: $23,
425.60

       

      1.7 
Agreed
Use: The Premises shall be used and occupied only for General
office and administration
and for
no other purposes.

       

      1.8 
Real
Estate
Brokers:

       

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

       

      x Lee
& Associates
- Irvine, Inc. represents
Sublessor exclusively ("Sublessor's
Broker");

       

      x Lee
& Associates - Newport represents
Sublessee exclusively ("Sublessee's
Broker"); or 

       

      o N/A
represents both Sublessor
and Sublessee ("Dual
Agency").

       

      (b)
Payment to Brokers: Upon execution and delivery of this Sublease by both
Parties, Sublessor shall pay to the Brokers the brokerage fee agreed to in a
separate written agreement (or
if there is no such agreement, the sum of_____or_____% of the total Base rent)
for the brokerage services rendered by the Brokers.

       

      1.9
Guarantor. The obligations of the Sublessee under this Sublease shall be
guaranteed by N/A ("Guarantor")

       

      1.10
Attachments. Attached hereto are the following, all of which constitute a
part of this Sublease:

       

      
        
          
            þan-Addendum consisting of
Paragraph 13 through 17.

            þa plot floor plan
depicting the Premises;

          

        

        oa Work
Letter;

        þa copy of the master
lease and any and all amendments to such lease (collectively the "Master Lease");

         

        
          	
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      þother (specify):
Furniture,
Fixtures and Equipment Inventory

       

      2. 
Premises.

       

      2.1 
Letting.
Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases
from Sublessor, the Premises,
for the term, at the rental, and upon all of the terms, covenants and conditions
set forth in this Sublease. While the approximate square footage of the Premises
may have been used in the marketing of the Premises for purposes of comparison,
the Base Rent stated herein is NOT tied to square footage and is not subject to
adjustment should the actual size be determined to be different. Note:
Sublessee is advised to verify the actual size prior to executing this
Sublease.

       

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

       

      2.3  Compliance. Sublessor warrants that any
improvements, alterations or utility installations made or installed by or on
behalf of
Sublessor to or on the Premises comply with all applicable covenants or
restrictions of record and applicable building codes, regulations and ordinances
("Applicable
Requirements") in effect on the date that they were made or installed.
Sublessor makes no warranty as to the use to which Sublessee will put the
Premises or to modifications which may be required by the Americans with
Disabilities Act or any similar laws as a result of Sublessee's use. NOTE:
Sublessee is responsible for determining whether or not the zoning and other
Applicable Requirements are appropriate for Sublessee's intended use, and
acknowledges that past uses of
the Premises may no longer be allowed. If the Premises do not comply with
said warranty, Sublessor shall, except as otherwise provided, promptly after
receipt of written notice from Sublessee setting forth with specificity the
nature and extent of such non-compliance, rectify the same. If the Applicable
Requirements are hereafter changed so as to require during the term of this
Sublease the construction of an addition to or an alteration of the Building,
the remediation of any Hazardous Substance, or the reinforcement or other
physical modification of the Building ("Capital
Expenditure"), Sublessor and Sublessee shall allocate the cost of such
work as follows:

       

      (a) If such
Capital Expenditures are required as a result of the specific and unique use of
the Premises by Sublessee
as compared with uses by tenants in general, Sublessee shall be fully
responsible for the cost thereof, provided, however that if such Capital
Expenditure is required during the last two years of this Sublease and the cost
thereof exceeds 6 months' Base Rent, Sublessee may instead terminate this
Sublease unless Sublessor notifies Sublessee in writing, within 10 days after
receipt of Sublessee's termination notice that Sublessor has elected to pay the
difference between the actual cost thereof and the amount equal to 6 months'
Base Rent. If the Parties elect termination, Sublessee shall immediately cease
the use of the Premises which requires such Capital Expenditure and deliver to
Sublessor written notice specifying a termination date at least 90 days
thereafter. Such termination date shall, however, in no event be earlier then
the last day that Sublessee could legally utilize the Premises without
commencing such Capital Expenditure.

       

      (b) If such
Capital Expenditure is not the result of the specific and unique use of the
Premises by Sublessee (such as
governmentally mandated seismic modifications, then Sublessor shall pay for said
Capital Expenditure and the cost thereof shall be prorated between the Sublessor
and Sublessee and Sublessee shall only be obligated to pay, each month during
the remainder of the term of this Sublease or any extension therof, on the date
on which Rent is due, an amount equal to 1/144th the cost of such Capital
Expenditure. Sublessee shall pay interest on the unamortized balance at a rate
that is then commercially reasonable in the judgment of Sublessor's accountant.
Sublessee may, however, prepay its obligation at any time. Provided, however,
that if such Capital Expenditure is required during the last 2 years of this
Sublease or if Sublessor reasonably determines that it is not economically
feasible to pay its share thereof, Sublessor shall have the option to terminate
this Sublease upon 90 days prior written notice to Sublessee unless Sublessee
notifies Sublessor, in writing, within 10 days after receipt of Sublessor's
termination notice that Sublessee will pay for such Capital Expenditure. If
Sublessor does not elect to terminate, and fails to tender its share of any such
Capital Expenditure, Sublessee may advance such funds and deduct same, with
interest, from Rent until Sublessor's share of such costs have been fully paid.
If Sublessee is unable to finance Sublessor's share, or if the balance of the
Rent due and payable for the remainder of this Sublease is not sufficient to
fully reimburse Sublessee on an offset basis, Sublessee shall have the right to
terminate this Sublease upon 10 days written notice to Sublessor.

       

      (c) Notwithstanding
the above, the provisions concerning Capital Expenditures are intended to apply
only to non-voluntary,
unexpected, and new Applicable Requirements. If the Capital Expenditures are
instead triggered by Sublessee as a result of an actual or proposed change in
use, change in intensity of use, or modification to the Premises then, and in
that event, Sublessee shall be fully responsible for the cost thereof, and
Sublessee shall not have any right to terminate this Sublease.

       

      2.4 Acknowledgements.
Sublessee acknowledges that: (a) it has been given an opportunity to
inspect and measure the Premises, (b) it has been advised by Sublessor and/or
Brokers to satisfy itself with respect to the size and condition of the Premises
(including but not limited to the electrical, HVAC and fire sprinkler systems,
security, environmental aspects, and compliance with Applicable Requirements and
the Americans with Disabilities Act), and their suitability for Sublessee's
intended use, (c) Sublessee has made such investigation as it deems necessary
with reference to such matters and assumes all responsibility therefor
as the same relate to its occupancy of the Premises, (d) it is not relying on
any representation as to the size of the Premises made by Brokers or Sublessor,
(e) the square footage of the Premises was not material to Sublessee's decision
to sublease the Premises and pay the Rent stated herein, and (f) neither
Sublessor, Sublessor's agents, nor Brokers have made any oral or written
representations or warranties with respect to said matters other than as set
forth in this Sublease. In addition, Sublessor acknowledges that: (i) Brokers
have made no representations, promises or warranties concerning Sublessee's
ability to honor the Sublease or suitability to occupy the Premises, and (ii) it
is Sublessor's sole responsibility to investigate the financial capability
and/or suitability of all proposed tenants.

      
         

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

       

      3. 
Possession.

       

      3.1  Early Possession. Any provision herein granting Sublessee Early
Possession of the Premises is subject to and conditioned
upon the Premises being available for such possession prior to the Commencement
Date. Any grant of Early Possession only conveys a non-exclusive right to occupy
the Premises. If Sublessee totally or partially occupies the Premises prior to
the Commencement Date, the obligation to pay Base Rent shall be abated for the
period of such Early Possession. All other terms of this Sublease (including but
not limited to the obligations to pay Sublessee's Share of Common Area Operating
Expenses, Real Property Taxes and insurance premiums and to maintain the
Premises) shall, however, be in effect during such period. Any such Early
Possession shall not affect the Expiration Date.

       

      3.2  Delay in Commencement.
Sublessor agrees to use its best commercially reasonable efforts to
deliver possession of the
Premises by the Commencement Date. If, despite said efforts, Sublessor is unable
to deliver possession as agreed, Sublessor shall not
be subject to any liability therefor, nor shall such failure affect the validity
of this Sublease. Sublessee shall not, however, be obligated
to pay Rent or perform its other obligations until it receives possession of the
Premises. If possession is not delivered within 60 45 days
after the commencement date, Sublessee may, at its option, by notice in writing
within 10 days after the end of such 60 45 day
period, cancel this Sublease, in which event the Parties shall be discharged
from all obligations hereunder. If such written notice is not received by
Sublessor within said 10 day period, Sublessee's right to cancel shall
terminate. Except as otherwise provided, if possession is not tendered to
Sublessee when required and Sublessee does not terminate this Sublease, as
aforesaid, any period of rent abatement that Sublessee would otherwise have
enjoyed shall run from the date of delivery of possession and continue for a
period equal to what Sublessee would otherwise have enjoyed under the terms
hereof, but minus any days of delay caused by
the acts or omissions of Sublessee. If possession is not delivered within 120 60
days after the commencement date, this Sublease shall automatically
terminate unless the Parties agree, in writing, to the contrary.

       

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

       

      4. Rent
and Other Charges.

       

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

       

      
        4.2
Utilities.
Sublessee shall pay for all water,
gas, heat, light, power, telephone, data and cable trash
disposal and other utilities and services supplied to the Premises,
together with any taxes thereon. As a
Full Service Gross lease, Sublessor shall pay for all building standard Net
Operating Expenses and fees per the Master Lease and shall include Janitorial
and electric charges. Any addition charges shall be at Sublesse's expense.
Sublessee shall be responsible for all electric costs exceeding
$0.20/sq. ft, and any costs incurred for after hours HVAC usage per the
Master Lease agreement. Sublessor shall inform Sublessee in writing and with
copies of billing statements as necessary of said overages and add utility
overage charges to the next month's Base Rent.

      

       

      5. Security
Deposit. Sublessee shall deposit with Sublessor the sum specified in
Paragraph 1.6(b) as security for Sublessee's faithful performance of Sublessee's
obligations hereunder. If Sublessee fails to pay Rent or other charges due
hereunder, or otherwise defaults with respect to any provision of this Sublease,
Sublessor may use, apply or retain all or any portion of said deposit for the
payment of any Rent or other charge in default or for the payment of any other
sum to which Sublessor may become obligated by reason of Sublessee's default, or
to compensate Sublessor for any loss or damage which Sublessor may suffer
thereby. If Sublessor so uses or applies all or any, portion of said deposit,
Sublessee shall within 10 days after written demand therefore forward to
Sublessor an amount sufficient to restore said Deposit to the full amount
provided for herein and Sublessee's failure to do so shall be a material breach
of this Sublease. Sublessor shall not be required to keep said Deposit separate
from its general accounts. If Sublessee performs all of Sublessee's obligations
hereunder, said Deposit, or so much thereof as has not therefore been applied by
Sublessor, shall be returned, without payment of interest to Sublessee (or at
Sublessor's option, to the last assignee, if any, of Sublessee's interest
hereunder) at the expiration of the term hereof, and after Sublessee has vacated
the Premises. No trust relationship is created herein between Sublessor and
Sublessee with respect to said Security Deposit

       

      6.
Master
Lease.

       

      
        
          
            	
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      6.1 Sublessor is the lessee of the Premises by
virtue of the Master Lease ,
wherein The
Irvine Company is the
lessor, hereinafter the "Master
Lessor".

       

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

       

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

       

      6.4 During the term of this Sublease and for
all periods subsequent for obligations which have arisen prior to the
termination
of this Sublease, Sublessee does hereby expressly assume and agree to perform
and comply with, for the benefit of Sublessor and Master Lessor, each and every
obligation of Sublessor under the Master Lease except for the following
paragraphs which are excluded therefrom: See
attached dated 10/29/09.

       

      6.5 The obligations that Sublessee has assumed
under paragraph 6.4 hereof are hereinafter referred to as the "Sublessee's Assumed Obligations".
The obligations that
sublessee has not assumed under paragraph 6.4 hereof are hereinafter
referred to as the
"Sublessor's Remaining
Obligations".

       

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

       

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

       

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

       

      7.
Assignment
of Sublease and Default.

       

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

       

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

       

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

       

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

       

      8.
Consent
of Master Lessor.

       

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

         

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

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
            	
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        (g) Unless directly contradicted by other
provisions of this Sublease, the consent of Master Lessor to this Sublease shall
not constitute an agreement to allow Sublessee to exercise any options which may
have been granted to Sublessor in the Master Lease (see Paragraph 39.2 of the
Master Sublease).

      

       

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

       

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

       

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

       

      9. Additional
Brokers Commissions.

       

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

       

      9.2 Master Lessor agrees that if Sublessee
shall exercise any option or right of first refusal granted to Sublessee by
Master
Lessor in connection with this Sublease, or any option or right substantially
similar thereto, either to extend or renew the Master Lease, to purchase the
Premises or any part thereof, or to lease or purchase adjacent property which
Master Lessor may own or in which Master Lessor has an interest, or if Broker is
the procuring cause of any other lease or sale entered into between Sublessee
and Master Lessor pertaining to the Premises, any part thereof, or any adjacent
property which Master Lessor owns or in which it has an interest, then as to any
of said transactions, Master Lessor shall pay to Broker a fee, in cash, in
accordance with the schedule of Broker in effect at the time of the execution of
this Sublease. Under no
circumstance shall Sublessor be liable to Broker or Master
Lessor for any commissions associated with Sublessee's right to extend
or
renew the
Master Lease.

       

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

       

      9.4 Any transferee of Sublessor's interest in
this Sublease, or of Master Lessor's interest in the Master Lease, by
accepting
an assignment thereof, shall be deemed to have assumed the respective
obligations of Sublessor or Master Lessor under this Paragraph 9. Broker shall
be deemed to be a third-party beneficiary of this paragraph 9.

       

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

       

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

       

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

       

      13. The Sublease
shall be
on a Full Service Gross basis with no
pass throughs to Sublessee for operating
expenses taxes or
insurance during the Sublease Term.

      
         

        
          
            
              	
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      OF 7	
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                      INITIALS

                    	 	
                      INITIALS

                    


            

          

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

      
         

      

      14. Prior to the Sublease Commencement Date, Sublessor
shall at Sublessor's sole cost
and expense, have
the flooring professionally cleaned through out the Premises and shall
provide the material and labor to patch and paint the walls in the reception
area, and patch the walls and touch up
the paint throughout the main office and
corridor as needed.

       

      15. Sublessor
shall provide an inventory of all Sublessor owned
furniture, fixtures and equipment that will remain in the premises
as part of the Sublease Agreement. Sublessee shall be
allowed to use the listed furniture, fixtures and equipment at no charge
during the Sublease Term with normal wear and tear accepted. Sublessee shall be
responsible at Sublessee's sole cost and expense for any damage to Sublessor's
furniture and equipment beyond normal wear and tear. All postage machines,
copiers, color
printers shall transfer with Sublessor.

       

      16. Sublessor
shall remove
their sign on the
exterior of the building and repair any damage by December
31, 2009.
Subject to Master Landlord's approval, Sublessee shall be allowed to
install exterior building signage per
the Master Lease at
Sublessee's sole cost
and expense.
Sublessee shall be
responsible for the cost to remove the
sign and repair any damage from said removal at the end of the
Sublease Term.

       

      
        	
                17. Sublease
      Rental Adjustments:

                 

                Months
      01- 02

                Months
      03 - 10

                Months
      11 - 20

                 

                18. Contact
      Information:

              	
                 

                 

                $0.75/5F on a FSG Basis

                $1.35/SF
      on a FSG Basis

                $1.45/SF
      on a F5G basis

              
	
                 

                Sublessor:
      California Avocado Commission

                12
      Mauchly, Suite L

                Irvine,
      CA 92618

                 

                Phone
      949-341-1955 

                  Fax
      949-341-1970 

                

              	
                 

                Sublessee:
      Location Based
      Technologies

                38
      Technology, Suite 150

                Irvine,
      CA 92618

                 

                
                  Phone 800-600-1044

                  Fax
      714-200-0287

                

              


      

       

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

       

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

       

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

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

       

      
        
          
            
              
                
                  	Executed
      at:	 	 	Executed
      at:	 
	On
      November 11, 2009	 	 	On:
      November 11, 2009	 
	 	 	 	 	 
	
                          By
      Sublessor:

                          California Avocado Commission

                        	 	 	
                          By
      Sublessee:

                          Location Based Technologies, Inc., DBA Pocket
      Finder

                        	 
	 	 	 	 	 
	
                          By:
      /s/ Thomas A. Bellamore

                        	 	 	
                          By:
      /s/ Desiree Mejia

                        	 
	
                          Name
      Printed: Thomas A. Bellamore

                        	 	 	
                          Name
      Printed: Desireee Mejia

                        	 
	
                          Title:
      President

                        	 	 	
                          Title:
      COO

                        	 
	 	 	 	 	 
	By:    	 	 	By:	 
	Name
      Printed:	 	 	Name
      Printed:	 
	Title	 	 	Title	 
	
                          Address:
      38 Discovery, Suitye 150

                          Irvine, CA 92618

                        	 	 	
                          Address:
      38 Discovery, Suite 150

                          Irvine, CA 92618

                        	 


                

              

            

          

        

      

      
         

        
          
            
              	
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                    	PAGE 6
      OF 7	
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                      INITIALS

                    	 	
                      INITIALS

                    


            

          

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

       

      
        
          
            
              
                
                  
                    	Facsimile:
      (949) 	 	 	Facsimile:
      (949)	 
	Federal
      ID No.	 	 	Federal
      ID No.	 
	 	 	 	 	 
	
                            BROKER

                            Lee & Associates - Irvine, Inc.

                          	 	 	
                            BROKER

                            
                              Lee & Associates - Irvine,
Inc.

                            

                          	 
	 	 	 	 	 
	
                            Attn:
      Craig Fitterer/Mark Jerue

                          	 	 	
                            Attn:
      Kimberly Ahlberg

                          	 
	
                            Title:
      Vice Presidenet

                          	 	 	
                            Title:
      Vice President

                          	 
	
                            Address:
      111 Pacifica, Suite 310

                            Irvine, CA 92618

                          	 	 	
                            Address:
      3991 MacArthur Blvd., Suite 100

                            Newport Beach, CA 92660

                          	 
	 	 	 	 	 
	Telephone/facsimile:
      949-727-1200  	 	 	Telephone/Facsimile:
      949-724-1000	 
	Federal
      ID No. 949-727-1299	 	 	Federal
      ID No. 949-833-0608	 
	Consent
      to the above Sublease is hereby given	 	 	 	 
	 	 	 	 	 
	Executed
      at:	 	 	Executed
      at:	 
	On	 	 	On:	 
	 	 	 	 	 
	
                            By
      Master Lessor:

                            The Irvine Company

                          	 	 	
                            By
      Guarantor(s)

                            By:

                          	 
	 	 	 	Name
      Printed:	 
	By:	 	 	Address:	 
	Name
      Printed: Chris Popma	 	 	 	 
	Title	 	 	 	 
	 	 	 	 	 
	By:    	 	 	By:	 
	Name
      Printed:	 	 	Name
      Printed:	 
	Title:	 	 	Address:	 
	
                            Address:
      111 Innovation Drive

                            Irvine, CA 92617

                          	 	 	 	 
	Teliphone:
      (949) 784-2400	 	 	 	 
	Facsimile:(___)	 	 	 	 
	Federal
      ID No.	 	 	 	 


                  

                

              

            

          

        

        
           

        

      

      
        NOTICE:
These forms are often modified to meet changing requirements of law and industry
needs. Always write or call to make sure you are utilizing the most current
form: AIR Commercial Real Estate Association, 800 W 6th Street, Suite 800, Los
Angeles, CA 90017. Telephone No. (213) 687-8777. Fax No.: (213) 687-8616.

         

        ©Copyright
1997 By AIR Commercial Real Estate Association.

        All
rights reserved. No part of these works may be reproduced in any form without
permission in writing.

         

        
          
            
              
                
                  	
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                        	PAGE 7
      OF 7	
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                          INITIALS

                        	 	
                          INITIALS

                        


                

              

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

            

          

        

         

      

      SUBLEASE

      38
Discovery, Suite #150

      Irvine,
CA

       

      10/29/09
(9:45 am)

       

      Calif
Avocado / Location Based Tech (Pocket Finder)

       

      REGARDING:
SUBLEASE PARAGRAPH 6.4

       

      EXCLUDED
items from Master Lease:

       

      ARTICLE 1 BASIC LEASE
PROVISIONS

      Item
6.

      Item
9.

      Item
10.

      Item
11.

       

      ARTICLE
II


      Section
2.4

      Section
3.3

      Section
3.4

       

      ARTICLE
XVIII

       

      EXHIBIT X

       

      FIRST AMENDMENT — III
MODIFICATIONS

       

      A.
Basic Lease Provisions - Paragraph #2 and #3

      B.
Right To Extend The Lease

      C. Right
To Terminate

      D. Security
Deposit

      J.
Broker's Commission