Sublease Agreement









Exhibit 10.54




 




	

  Sublessor:


  	

   


  	

  Zamba

  Corporation 


  	

   


  	

  Subleased Premises:


  	

   


  	

  655 Campbell

  Technology Parkway


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Sublessee:


  	

   


  	

  Purlight LLC a

  Nevada Limited Liability Corporation


  	

   


  	

  Date:


  	

   


  	

  February 19,

  2002


  





 




1.        Parties:




This Sublease is made and

entered into as of February 19, 2002, by and between Zamba Corporation.

(Sublessor), and Purlight LLC, a Nevada Limited Liability Corporation

(Sublessee), under the Master Lease dated January 4, 2000, between WTA Campbell

Technology Park LLC as (Lessor) and Sublessor under this Sublease as

(Lessee).  A copy of the Master Lease is

attached hereto as Exhibit “A” and incorporated herein by this reference.




 




2.        Provisions

Constituting Sublease:




 




2.1        This Sublease is subject to all of the

terms and conditions of the Master Lease. 

Sublessee hereby assumes and agrees to perform all of the obligations of

Lessee under the Master Lease to the extent said obligations apply to the

Subleased Premises and Sublessee’s use of the common areas, except as

specifically set forth herein.  Sublessor

hereby agrees to cause Lessor, under the Master Lease, to perform all of the

obligations of Lessor thereunder to the extent said obligations apply to the

Subleased Premises and Sublessee’s use of the common areas.  Sublessee shall not commit or permit to be

committed on the Subleased Premises or on any other portion of the Project any

act or omission, which violates term, or condition of the Master Lease.  Except to the extent waived or consented to

in writing by the other party or parties hereto who are affected thereby,

neither of the parties hereto will, by renegotiation of the Master Lease,

assignment, subletting, default or any other voluntary action, avoid or seek to

avoid the observance or performance of the terms to be observed or performed hereunder

by such party but, will at all times, in good faith assist in carrying out all

the terms of this Sublease and in taking all such action as may be necessary or

appropriate to protect the rights of the other party or parties hereto who are

affected thereby against impairment. 

Nothing contained in this Section 2.1 or elsewhere in this Sublease

shall prevent or prohibit Sublessor (a) from exercising its right to terminate

the Master Lease pursuant to the terms thereof or (b) from assigning its

interest in this Sublease or subletting the Premises to any other third

party.  In the event Sublessor is in

default of Master Lease and fails to cure any default of Master Lease, Lessor

may elect to terminate this sublease.




 




2.2        All of the terms and conditions contained

in the Master Lease are incorporated herein, except Paragraphs 3, 4, 5, 7, and

Exhibit B, and shall together with the terms and conditions specifically set

forth in this Sublease constitute the complete terms and conditions of this

Sublease.




 




3.        Premises:




Sublessor leases to

Sublessee and Sublessee leases from Sublessor the Subleased Premises upon all

of the terms, covenants and conditions contained in this Sublease.  The Subleased Premises consist of

approximately 28,319± rentable square feet, as shown and described in

Exhibit ”A-1”.




 





























 




4.        Rent:




 




	

  Months


  	

   


  	

  Rent/SF/Mo./NNN


  	

   


  
	

  01 – 12


  	

   


  	

  $


  	

  56,634.00


  	

   


  
	

  13 – 24


  	

   


  	

  $


  	

  58,333.00


  	

   


  
	

  25 – 36


  	

   


  	

  $


  	

  60,083.00


  	

   


  
	

  37 – 48


  	

   


  	

  $


  	

  61,885.00


  	

   


  
	

  49 – 60


  	

   


  	

  $


  	

  63,742.00


  	

   


  
	

  61 – 661/2


  	

   


  	

  $


  	

  65,654.00


  	

   


  





 




5.        Operating

Expenses:




Sublessee shall reimburse

Zamba Corporation monthly as additional rent, its pro-rata share of all direct

operating expenses as per the Master Lease.




 




6.        Security

Deposit:




Sublessee shall provide a

security deposit equal to six (6) months rent upon execution of the sublease

agreement.  The security deposit shall

be in a form of an irrevocable Letter of Credit in the amount of four (4)

months and two (2) months rent in cash. 

The additional security deposit shall be released provided that

Sublessee is not in default of the sublease and the following conditions

(pursuant to GAAP) have been met by Sublessee:




 




A.            There have been four (4) consecutive

quarter of profitability (excluding depreciation and amortization).




 




B.            Shareholders equity is positive.




 




7.        Rights

of Access and Use:




 




7.1               Use:




Sublessee shall

use the Subleased Premises only for those purposes permitted in the Master

Lease.




 




8.        Sublease

Term:




 




8.1               Sublease Term:




The Sublease Term shall

be for the period commencing on March 1, 2002 and continuing until June 14,

2007.  In no event shall the Sublease

Term extend beyond the Term of the Master Lease.  Sublessor and Sublessee shall cohabitate within Premises until

May 31, 2002 (see Paragraph No. 13), and prorate all rents during such

times.




 




8.2               Inability to Deliver Possession:




In the event Sublessor is

unable to deliver possession of the Subleased Premises at the commencement of

the term, Sublessor shall not be liable for any damage caused thereby nor shall

this Sublease be void or voidable, but Sublessee shall not be liable for Rent

until such time as Sublessor offers to deliver possession of the Subleased

Premises to Sublessee, but the term hereof shall not be extended by such

delay.  If Sublessee, with Sublessor’s

consent, takes possession prior to commencement of the term, Sublessee shall do

so subject to all the covenants and conditions hereof and shall pay Rent for

the period ending with the commencement of the term at the same rental as that

prescribed for the first month of the term prorated at the rate of 1/30th

thereof per day.  In the event Sublessor




 




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has been unable to

deliver possession of the Subleased Premises within 30 days from the

commencement date, Sublessee, at Sublessee’s option, may terminate this

Sublease.




 




8.3               Accessibility:




Sublessee shall access

the premises effective February 23, 2002 in order to install all necessary

business equipment, phones, etc.




 




9.        Notices:




All notices, demands,

consents and approvals which may or are required to be given by either party to

the other hereunder shall be given in the manner provided in the Master Lease

at the addresses shown below.  Sublessor

shall notify Sublessee of any Event of Default under the Master Lease, or of

any other event of which Sublessor has actual knowledge which will impair

Sublessee’s ability to conduct its normal business at the Subleased Premises,

as soon as reasonably practicable following Sublessor’s receipt of notice from

the Lessor of an Event of Default or actual knowledge of such impairment.  If Sublessor elects to terminate the Master

Lease, Sublessor shall so notify Sublessee by giving at least 60 days notice

prior to the effective date of such termination.




 




	

  Sublessor’s

  Address:


  	

   


  	

  Mike Carrel


  	

   


  	

  Sublessee’s

  Address:


  	

   


  	

  Mr. Wayne

  Catlett


  
	

   


  	

   


  	

  Zamba

  Corporation


  	

   


  	

   


  	

   


  	

  Mr. William

  Manak


  
	

   


  	

   


  	

  3033 Excelsior

  Boulevard, Suite 200


  	

   


  	

   


  	

   


  	

  Purlight LLC


  
	

   


  	

   


  	

  Minneapolis, MN

  55416


  	

   


  	

   


  	

   


  	

  655 Campbell

  Technology Park


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  Campbell,

  CA  95008


  
	

  Phone Number:


  	

   


  	

  (612) 844-3113


  	

   


  	

  Phone Number:


  	

   


  	

  (916) 988-4790


  
	

  Fax Number:


  	

   


  	

  (612) 893-3948


  	

   


  	

  Fax Number:


  	

   


  	

  (916) 549-8071


  





 




10.      Broker

Fee:




Upon execution of the

Sublease, Sublessor shall pay Cornish & Carey Commercial, a licensed real

estate broker, fees set forth in a separate agreement between Sublessor and

Broker or in the event there is no separate agreement between Sublessor and

Broker, the sum per separate agreement for brokerage services rendered by

Broker to Sublessor in these transactions.




 




11.      Broker

Representation:




The only Brokers involved

in this Sublease are Cornish & Carey Commercial representing both parties and

both parties consent thereto.




 




12.      Furniture:




Sublessee shall have the

right to use all existing cubicle systems, wiring, and all furniture that

currently exist in the facility at no additional charge.  In addition, Sublessor shall install, at

Sublessor’s sole cost, the balance of the workstation including comparable

wiring throughout the current vacant area to match the currently occupied

space.  This will be completed by the

Sublessor as quickly as reasonably possible, but may not be complete by the move-in

date of March 1, 2002.  The current

lease contract with Herman Miller expires September 2004.  Sublessee at no additional charge to

Sublessor shall be responsible to negotiate with the furniture providers at

that time to:  (i) extend and pay for

leasing all the existing furniture and cubicle for dates beyond he current

lease obligations noted in the previous sentences, or (ii) return all the

existing furniture and cubicle as appropriate and outlined in the Sublessors

agreements with Herman Miller and other lessors of the equipment, or (iii) buy

all the existing furniture and cubicle as outlined in the Sublessors agreements

with Herman Miller and other Lessor of the equipment.




 




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13.      Shared

Tenancy:




Following the

Commencement Date, Sublessee shall occupy Suite 175 (approximately 12,456

rentable square foot) and Sublessor shall occupy Suite 100 of the Premises

(approximately 15,861 rentable square foot) as shown on Exhibit “A-1” attached

hereto (the “Shared Space”); provided that Sublessor’s right to remain in the

Shared Space shall not extend later than May 31, 2002.  Additionally, Sublessor shall retain the

right to use the Personal Property currently assembled and configured within

the Shared Space and the parties agree to share the access to phone and network

system on terms reasonably established by Sublessor.  In addition to the Shared Space, the common areas of the

Subleased Premises, including, without limitation, the lobby, the restrooms,

the kitchen, and the conference rooms, shall be available for use by both

Sublessor and Sublessee on terms reasonably established by Sublessor.  In exchange for Sublessee’s use of the

Shared Space, Sublessor shall be entitled to deduct from the Rent (includes

Base Rent and Additional Rent) an amount equal to Sublessee’s proportionate

share of (i) such Rent, and (ii) the utilities, HVAC and other building

services used at such shared space; provided that such deduction shall only be

permitted for the actual period of time that Sublessor remains in any portion of

the Shared Space.  Sublessor and

Sublessee hereby agree that Sublessor’s proportionate share shall equal

Forty-Four (44%) Percent of Sublessee’s proportionate share as set forth in

Section 4.2 above.  Sublessee hereby

agrees and acknowledges that Sublessor shall have no obligation to construct a

demising wall or other physical separation between the Shared Space and the

remainder of the Subleased Premises. 

Sublessor and Sublessee hereby agree that such shared use of the

Subleased Premises shall be subject to whatever security and use restrictions

are reasonably required by the other party in order to ensure that each party’s

business operations at the Subleased Premises are not interrupted or impaired

by such shared use, provided that Sublessee shall not be required to incur any

expense or liability in connection with Sublessor’s restrictions.  Sublessor and Sublessee also acknowledge and

agree that the business operations of each party hereto in such shared space are

of a confidential nature and neither party hereto, nor their employees,

directors, agents or officers shall disclose to any third party any of such

confidential information about the other party hereto learned through the joint

use of such shared space.  Sublessor

shall provide ten (10) days written notice to Sublessee of its plan to vacate

the Shared Space.  If Sublessor does not

vacate the Shared Space at the time required by this Sublease, and in the

manner required by the Master Lease, then Sublessee shall be entitled to deduct

against the Rent owing under this Sublease and amount equal to two (2) times

the base rent which would otherwise be due and owing from Sublessee hereunder

pursuant to the terms of Paragraph 1 of this Sublease for each such day until

the entire Shared Space is surrendered by




Sublessor.




 




14.      Contingency:




This proposal is

contingent upon Sublessee’s review and approval of the Master Lease and

assumability of Furniture Lease Agreement. 

In addition, this proposal is contingent upon Sublessee’s

closing/completing a major round of financing on or approximately on

February 28, 2002.




 




15.      Toxic

Contamination Disclosure:




Sublessor and Sublessee

each acknowledge that they have been advised that numerous federal, state,

and/or local laws, ordinances and regulations (Laws) affect the existence and

removal, storage, disposal, leakage of and contamination by materials

designated as hazardous or toxic (Toxics). 

Many materials, some utilized in everyday business activities and

property maintenance, are designated as hazardous or toxic.




 




Some of the Laws require

that Toxics be removed or cleaned up by landowners, future landowners or former

landowners without regard to whether the party required to pay for “clean up”

caused the contamination, owned the property at the time the contamination

occurred or even knew about the contamination. 

Some items, such as asbestos or PCBs, which




 




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were legal when

installed, now are classified as Toxics and are subject to removal

requirements.  Civil lawsuits for

damages resulting from Toxics may be filed by third parties in certain

circumstances.




 




Sublessor and Sublessee

each acknowledge that Broker has no specific expertise with respect to

environmental assessment or physical condition of the Subleased Premises,

including, but not limited to, matters relating to:  (i) problems which may be posed by the presence or disposal of

hazardous or toxic substances on or from the Subleased Premises, (ii) problems

which may be posed by the Subleased Premises being within the Special Studies

Zone as designated under the Alquist-Priolo Special Studies Zone Act

(Earthquake Zones), Section 2621-2630, inclusive of California Public Resources

Code, and (iii) problems which may be posed by the Subleased Premises being

within a HUD Flood Zone as set forth in the U.S. Department of Housing and

Urban Development “Special Flood Zone Area Maps,” as applicable.




 




Sublessor and Sublessee

each acknowledge that Broker has not made an independent investigation or

determination of the physical or environmental condition of the Subleased

Premises, including, but not limited to, the existence or nonexistence of any

underground tanks, sumps, piping, toxic or hazardous substances on the

Subleased Premises.  Sublessee agrees

that it will rely solely upon its own investigation and/or the investigation of

professionals retained by it or Sublessor, and neither Sublessor nor Sublessee

shall rely upon Broker to determine the physical and environmental condition of

the Subleased Premises or to determine whether, to what extent or in what manner,

such condition must be disclosed to potential sublessees, assignees, purchasers

or other interested parties.




 




16.      Tenant

Improvements:




Sublessee shall accept

the Premises in “as is” condition with all building operating systems in good

working order as of sublease commencement.




 




	

  Sublessor:


  	

  ZAMBA

  CORPORATION


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  By: 


  	

  /s/ Michael H.

  Carrel


  	

   


  	

  Date:


  	

  2/20/02


  
						





 




 




	

  Sublessee:


  	

  PURLIGHT LLC a

  Nevada Limited Liability Corporation


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  By: 


  	

  /s/ William T.

  Manak


  	

   


  	

  Date:


  	

  2/19/02


  
						





 




NOTICE TO SUBLESSOR AND

SUBLESSEE:  CORNISH & CAREY

COMMERCIAL, IS NOT AUTHORIZED TO GIVE LEGAL OR TAX ADVICE; NOTHING CONTAINED IN

THIS SUBLEASE OR ANY DISCUSSIONS BETWEEN CORNISH & CAREY COMMERCIAL AND

SUBLESSOR AND SUBLESSEE SHALL BE DEEMED TO BE A REPRESENTATION OR

RECOMMENDATION BY CORNISH & CAREY COMMERCIAL, OR ITS AGENTS OR EMPLOYEES AS

TO THE LEGAL




 




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EFFECT OR TAX

CONSEQUENCES OF THIS DOCUMENT OR ANY TRANSACTION RELATING THERETO.  ALL PARTIES ARE ENCOURAGED TO CONSULT WITH

THEIR INDEPENDENT FINANCIAL CONSULTANTS AND/OR ATTORNEYS REGARDING THE

TRANSACTION CONTEMPLATED BY THIS PROPOSAL.




 




Exhibit “A” Master Lease




 




Exhibit “B” Premises




 




LESSOR CONSENT




 




The undersigned, Lessor

under the Master Lease attached as Attachment I, hereby consents to the

subletting of the Subleased Premises described herein on the terms and

conditions contained in this Sublease. 

This Consent shall apply only to this Sublease and shall not be deemed

to be a consent to any other Sublease.




 




If the master lease is

terminated for any reason, the Sublease at Lessors sole discretion, may be

terminated.




 




	

  Lessor:


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

  Date: