CORNISH & CAREY COMMERCIAL









CORNISH & CAREY COMMERCIAL




 









 




ONCOR INTERNATIONAL




 






















 




SUBLEASE




 






















 




 




	

   


  	

   


  	

   


  	

  Exhibit 10.53


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Sublessor:


  	

  Zamba Corporation


  a Delaware Corporation 


  	

  Subleased

  Premises:


  	

  3875

  Hopyard Road, Suite 345


  Pleasanton, CA  94588


  
	

   


  	

   


  	

   


  	

   


  
	

  Sublessee:


  	

  Park Place Capital Corporation


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Date:


  	

  January

  9, 2002


  





 




1.             Parties:




This Sublease is made and entered into as of

January 9, 2002, by and between Zamba Corporation (Sublessor), and Park Place

Capital Corporation (Sublessee), under the Master Lease dated September 14,

1998, the First Amendment dated October 15, 1998, Second Amendment dated

December 21, 2000, between Square 24 Associates (d.b.a. Square 24 Associates

LP), 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 any 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 from assigning its interest in this Sublease or

subletting the Premises to any other third party.




 




3.             Premises:




Sublessor leases to Sublessee and Sublessee

leases from Sublessor the Subleased Premises “as-is” upon all of the terms,

covenants and conditions contained in this Sublease. The Subleased Premises

consist of approximately 6,201± square feet, per the Master Lease document,

located at 3875 Hopyard Road, Suite 345, Pleasanton, California 94588 as shown

and described in Exhibit “B”.




 




4.             Rent:




Upon execution of this Agreement, Sublessee

shall deposit into a mutually agreeable escrow account as Rent for the

Subleased Premises the sum of Twenty-four Thousand One Hundred Eighty-Three and

90/100 Dollars ($24,183.90), representing the first month’s rent and one months

rent to be left in the escrow account for the balance of the sublease

term.  Thereafter, rent shall be in

accordance with the following schedule:




 




	

  Months


  	

   


  	

  Amount Square Foot


  	

   


  	

  FULL SERVICE


  
	

  2 — 11


  	

   


  	

  $

  12,091.95


  	

   


  	

   


  
	

  12-22


  	

   


  	

  $

  12,402.00


  	

   


  	

   


  





 




 




5976

WEST LAS POSITAS BOULEVARD, SUITE 120, PLEASANTON, CA 94588 · (925) 467-0900

FAX (925) 467-0911




 





























 




The rental amount shall be paid, without

deductions, offset, prior notice or demand each month to the escrow account to

be used for the next month’s rent payment. 

All interest shall go directly to the Sublessee.  If the commencement date or the termination

date of the Sublease occurs on a date other than the first day or the last day,

respectively, of a calendar month, then the Rent for such partial month shall

be prorated and the prorated Rent shall be payable on the Sublease commencement

date or on the first day of the calendar month in which the Sublease

termination date occurs, respectively.




 




All costs for setting up the escrow account

or monthly costs associated with the escrow account or payment for direct

deposit to the Landlord for month rental payments shall be solely the

responsibility of the Sublessee.




 




Final decision on the process of rent and

operating expense pass through payments by Sublessee to Sublandlord or direct

payment to Landlord via assignment of payment or escrow account is subject to

Landlord’s approval.




 




5.             Operating

Expenses:




Per the Master Lease and First and Second

Amendments, Sublessee shall assume a Base Year 2001.




 




6.             Security

Deposit:




Upon execution of this Agreement, Sublessee

shall pay to Sublessor an equivalent of the last month’s rent, equal to

$12,402.00 as a noninterest bearing Security Deposit. In the event Sublessee

has performed all of the terms and conditions of this Sublease during the term

hereof, Sublessor shall return to Sublessee, within ten (10) days after

Sublessee has vacated the Subleased Premises, the Security Deposit less any

sums due and owing to Sublessor.




 




7.             Rights of

Access and Use:




 




7.1.          Use:




Sublessee shall use the

Subleased Premises only for those purposes permitted in the Master Lease,

unless Sublessor and Master Lessor consent in writing to other uses prior to

the commencement thereof.




 




8.             Sublease

Term:




 




8.1.          Sublease Term:




The Sublease Term shall be

for the period commencing on February 1, 2002, and continuing through November

30, 2003.  In no event shall the

Sublease Term extend beyond the Term of the Master Lease.




 




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 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.




 




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.




 




	

  Sublessor’s Address:


  	

  Zamba Corporation


  Attn: Legal


  3033 Excelsior Boulevard


  Suite 200


  Minneapolis, MN  55416


  	

  Sublessee’s Address:


  Park Place Capital Corporation


  Attn: Jon R. Daurio, Esq.


  101 Innovation Dr. #210


  Irvine, CA  92612 


  	

   


  
	

  Phone Number:


  	

  (952) 844-3126


  	

  Phone Number:


  	

  (949) 509-4603


  
	

  Fax Number:


  	

  (952) 832-9383


  	

  Fax Number:


  	

  (949) 717-3076


  





 




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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.




 




11.           Broker

Representation:




The only Brokers involved in this Sublease

are Cornish & Carey Commercial representing Sublessor and Saca Commercial

representing  Sublessee.  Saca Commercial shall receive a commission

equal to four percent (4%) of the total Sublease consideration and Cornish and

Carey Commercial shall receive a commission equal to three (3%) of the total

Sublease consideration.




 




12.           Compliance

With Americans With Disabilities Act:




o Sublessor  o Sublessee shall be

responsible for the installation and cost of any and all improvements,

alterations or other work required on or to the Subleased Premises or to any

other portion of the property and/or building of which the Subleased Premises

are a part, required or reasonably necessary because of: (1) Sublessee’s use of

the Subleased Premises or any portion thereof; (2) the use by a Sublessee by

reason of assignment or sublease; or (3) both, including any improvements,

alterations or other work required under the Americans With Disabilities Act of

1990. Compliance with the provisions of this Section 8 shall be a condition of

Sublessor granting its consent to any assignment or Sublease of all or a

portion of this Sublease and the Subleased Premises described in this Sublease.




 




13.           Compliance

With Nondiscrimination Regulations:


It is understood that it is illegal for Sublessor to refuse to

display or sublease the Subleased Premises or to assign, surrender or sell the

Master Lease, to any person because of race, color, religion, national origin,

sex, sexual orientation, marital status or disability.




 




14.           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

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.




 




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15.           Signage and

Building Security:




At Sublessee’s sole cost and expense and

subject to approval by Landlord, Sublessor shall transfer to Sublessee all

rights to signage and building security.




 




16.           Rent

Abatement and Damages to Personal Property:




In the event Sublessor, pursuant to the terms

of the Master Lease, is entitled to and receives rent abatement, then to the

extent such rent abatement affects the Subleased Premises, Sublessee shall be

entitled to rent abatement in an amount that the net rentable area of the

Subleased Premises bears to the total net rentable area of the Master Lease,

and only to the extent any such abatement applies to the Sublease Term.  In addition, any amounts paid or credited to

Sublessor under the terms of the Master Lease for damage to personal property

shall be credited to Sublessee, subject to the same limitations set forth

above.




 




	

  Sublessor:


  	

  ZAMBA CORPORATION


  	

   


  
	

   


  	

   


  
	

  By: 


  	

  /s/ Michael Carrel


  	

  Date:


  	

  1/20/02


  
	

   


  	

  Michael Carrel — Chief Financial

  Officer


  	

   


  
	

   


  	

   


  
	

  Sublessee:  PARK PLACE CAPITAL CORPORATION


  	

   


  
	

   


  	

   


  
	

  By: 


  	

  /s/ Jon Daurio


  	

  Date: 


  	

  1/28/02


  
	

   


  	

   


  
					





 




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 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.




 




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