Exhibit 10.4


 


SUBLEASE


 


1.             PARTIES.


 


This Sublease, dated November 22,
2004 is made between Granite Financial Group, Inc., (“Sublessor”), and
Surge Global Energy, Inc. (“Sublessee”).


 


2.             MASTER LEASE.


 


Sublessor is the Lessee
under a written lease dated May 20, 2003 (the “Master Lease”), wherein
Prentiss Properties Acquisition Partners, L.P. (“Lessor”) leased to Sublessor
the real property located in the City of San Diego, County of San Diego, State
of California, described as: 12220 El Camino Real, Suite 400, San Diego,
California, 92130 (“Master Premises”).


 


3.             PREMISES.


 


Sublessor hereby subleases to Sublessee on the terms
and conditions set forth in this Sublease the following portion of the Master
Premises: 12220 El Camino Real, Suite 400, San Diego, California, 92130
(the “Premises”).


 


4.             WARRANTY BY SUBLESSOR.


 


Sublessor warrants and represents to Sublessee that
Sublessor is not now, and as of the commencement of the Term hereof will not
be, in default or breach of any of the provisions of the Master Lease, and that
Sublessor has no knowledge of any claim by Lessor that Sublessor is in default
or breach of any of the provisions of the Master Lease.


 


5.             TERM.


 


The Sublease Term shall be on a monthly basis. The
Term of this Sublease shall commence when Possession of the Premises has been
given to Sublessee by Sublessor with substantial completion of the Tenant
Improvements (if any), and when
Lessor consents to this Sublease (the “Commencement Date”), which is estimated
to occur on approximately November 22, 2004, such date to be adjusted
based on the actual date of commencement. If for any reason Sublessor does not
deliver Possession to Sublessee on the Commencement Date, the validity of this
Sublease shall not be impaired. Notwithstanding the foregoing, if Sublessor has
not delivered Possession to Sublessee within ninety (90) days after the
Commencement Date, then at any time thereafter and before delivery of
Possession of the Premises to Sublessee, Sublessee may give written notice to
Sublessor of Sublessee’s intention to cancel this Sublease. Said notice shall
set forth an effective date for such cancellation which shall be at least ten (10) days
after delivery of said notice to Sublessor. If Sublessor delivers Possession to
Sublessee on or before such effective date, this Sublease shall remain in full
force and effect. If Sublessor fails to deliver Possession to Sublessee on or
before such effective date, this Sublease shall be cancelable by Sublessee, in
which case all consideration previously paid by Sublessee to Sublessor on
account of this Sublease shall be returned to Sublessee, this Sublease shall
thereafter be of no further force or effect, and Sublessor shall have no
further liability to Sublessee on account of such delay or cancellation.


 





















 


6.             RENT.


 


Sublessee shall pay to Sublessor as Rent, without
deduction, setoff, notice or demand, at 12220 El Camino Real, Suite 400
San Diego, California, 92130, or at such other place as Sublessor shall
designate from time to time by written notice to Sublessee, the sum of $1,800.00
per month, on the first day of each month of the Term. Sublessee shall pay $0.00
as a Security Deposit to be treated in the same manner as is outlined in the
Master Lease. If the Term begins on a day other than the first day of a month,
the Rent for the partial months shall be prorated on a per diem basis based on
the actual number of days in the month in which the Sublease commences.
Additional provisions:


 


7.             OTHER PROVISIONS OF SUBLEASE.


 


All applicable terms and conditions of the Master
Lease are incorporated into and made a part of this Sublease as if Sublessor
were the lessor thereunder, Sublessee the lessee thereunder, and the Premises
the Master Premises, except for the following: not applicable.  Sublessee assumes and agrees to perform the
lessee’s obligations under the Master Lease during the Term to the extent that
such obligations are applicable to the Premises, except that the obligation to
pay rent to Lessor under the Master Lease shall be considered performed by
Sublessee to the extent and in the amount rent is paid to Sublessor in
accordance with Section 6 of this Sublease.  Sublessee shall not commit or suffer any act
or omission that will violate any of the provisions of the Master Lease.
Sublessor shall exercise due diligence in attempting to cause Lessor to perform
its obligations under the Master Lease for the benefit of Sublessee. If the
Master Lease terminates, this Sublease shall terminate and the parties shall be
relieved of any further liability or obligation under this Sublease.
Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to
terminate the Master Lease in the event of the partial or total damage,
destruction, or condemnation of the Master Premises or the building or project
of which the Master Premises are a part, the exercise of such right by
Sublessor shall not constitute a default or breach hereunder.


 





















 


8.             ATTORNEYS’ FEES.


 


If Sublessor or Sublessee shall commence legal
action against the other arising out of or in connection with this Sublease,
the prevailing party shall be entitled to recover its costs of suit and
reasonable attorneys’ fees.


 


9.             AGENCY DISCLOSURE.


 


Sublessor and Sublessee each warrant that they have
dealt with no real estate broker in connection with this transaction.


 


10.          NOTICES.


 


All notices and demands which may or are to be
required or permitted to be given by either party on the other hereunder shall
be in writing. All notices and demands by the Sublessor to Sublessee shall be
mailed to the Sublessee at the Premises, or to such other place as Sublessee
may from time to time designate in a notice to the Sublessor. All notices and
demands by the Sublessee to Sublessor shall be mailed to the Sublessor at the
address set forth above, and to such other person or place as the Sublessor may
from time to time designate in a notice to the Sublessee.


 


	
  SUBLESSOR:

  	
  SUBLESSEE:

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Daniel
  J. Schreiber

  	
   

  	
  By:

  	
  /s/ David Perez

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
        Daniel
  J. Schreiber

  	
   

  	
  Name:

  	
        David
  Perez

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
        President

  	
   

  	
  Title:

  	
        COO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
        11/22/04

  	
   

  	
  Date:

  	
        11/22/04