sublease.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    OFFICE
SPACE SUBLEASE

    


    This office space sublease (the
“Sublease”) is made between Shrink Technologies, Inc., a California corporation
(“Tenant”) and Business Consulting Group Unlimited, Inc.
(“Sublessor”).

    


    Recitals

    


    A.           Sublessor
leases, the building commonly identified as 2038 Corte del Nogal, Suite 110,
Carlsbad, California 92011 (the “Premises”).

    


    B.           Sublessor
desires to sublease certain office space and improvements (the “Executive Office
Space”) situated within the Premises.

    


    C.           Tenant
desires to rent the Executive Office Space.

    


    D.           The
Executive Office Space shall include the following furnishings &
accessories:

    


    1.           Internet,
phone and fax systems, satellite T.V. connections, office furniture and all
office, storage, common restroom, kitchen and designated parking
areas.

    


    NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Sublessor and Tenant agree upon the terms and conditions set forth
herein.

    


    Section
1

    Term
and Required Notice

    


    (a)           Sublessor
hereby subleases to Tenant, and Tenant hereby subleases from Sublessor the
Executive Office Space commencing as of May 28, 2009 and one year
thereafter.   Holding over by Tenant at the expiration of the
Sublease Term shall create a month to month tenancy.  All other terms
and conditions herein shall remain in full force and effect.

    


    Section
2

    Rent,
Expenses and Payment

    


    (a)           
Tenant agrees to pay to Sublessor without set-off, abatement, credit, deduction
or claim of off-set, monthly ("Rent") for the Executive Office Space of six
thousand dollars ($6,000) per month.  Rent shall be payable in
advance, on the first day of each month during the Sublease Term, at the address
of the Premises set forth above or at  such other address as Sublessor
may from time to time designate by notice to Tenant.  In the event the
Sublease Term commences or expires on any day other than the first or last day
of a month, respectively, then the Rent for such month shall be prorated
accordingly.

    


    (b)           In
addition to the payment of Rent, Tenant agrees to pay to Sublessor the following
office expenses which shall be itemized and calculated on a monthly basis by
Sublessor, including, but not limited to:

    


    
      	
              1.  

            	
              Phone;

            


    

    
      	
              2.  

            	
              Internet
      connection;

            


    

    
      	
              3.  

            	
              Fax
      charges including ink cartridges and
paper;

            


    

    
      	
              4.  

            	
              Satellite
      T.V.;

            


    

    
      	
              5.  

            	
              Postage
      & Overnight delivery;

            


    

    
      	
              6.  

            	
              Copying;

            


    

    
      	
              7.  

            	
              Electricity;

            


    

    
      	
              8.  

            	
              Stationary
      and office supplies; and

            


    

    
      	
              9.  

            	
              Cleaning
      and janitorial.

            


    

    


    Section
3

    No
Assignment or Subletting

    


    Tenant
shall not sublet the Premises, or any portion thereof, or assign this Sublease,
in whole or in part, without the prior written consent of
Sublessor.

    


    Section
4

    Lease
Provisions

    


    Except as
otherwise expressly herein provided or modified by this Sublease (including,
without limitation, the limitations on Tenant's monetary obligations under this
Sublease), Tenant hereby assumes and agrees to fully adhere to, perform and
comply with the covenants, agreements, duties and  obligations of the
Lessee under the rules and regulations of the master lease, attached as Exhibit
A.  Each of such covenants, agreements, duties and obligations is
incorporated as if fully rewritten herein.

    


    Section
5

    Condition
of Premises

    


    Tenant
agrees and acknowledges that it is accepting the Executive Office Space from
Sublessor in its present condition and that Sublessor is not presently obligated
to make any improvements for Tenant.

    


    Section
6

    Subordination

    


    Tenant
acknowledges and agrees that this Sublease is, and at all times shall be,
expressly subordinate to the Lease, and all present or future (i) ground and
underlying leases of all or any portion of the Premises now or hereafter
existing, (ii) mortgages or trust deeds affecting all or any portion of the
Premises, (iii) advances under such mortgages or trust deeds and (iv) renewals,
modifications, replacements and extensions of any such leases, mortgages or
trust deeds.

    


    Section
7

    Indemnification

    


    Tenant
hereby agrees to indemnify, defend and hold harmless Sublessor and its agents,
employees, officers, directors, attorneys, licensees, representatives, and
contractors harmless from and against any and all claims, actions, demands,
suits, losses, expenses  (including attorney's fees), judgments and
liabilities arising out of or in any way relating to the operation of
Tenant’s:  business, rental of the Executive Office Space, breach of
or failure to perform any of its obligations hereunder, negligence or misconduct
by Tenant or any of its licensees, agents, officers, directors, employees,
officers, directors, attorneys or contractors.  The scope of this
indemnification, defense and hold harmless obligation shall, at the indemnified
party's option, include, but not be limited to, defense
with  attorneys satisfactory to such party, of any action, suit, claim
or proceeding that may be filed, instituted or  brought against the
indemnified party or to which such party may be made a party.

    


    Section
8

    Insurance

    


    Tenant
shall not be required to provide insurance documentation.

    


    Section
9

    Notices

    


    Any
notice, communication or demand required or permitted hereunder shall be in
writing and shall be given when personally delivered and receipted or deemed
given, whether or not actually received, two  days after deposit in
the United States mail, by certified or registered mail, postage prepaid, return
receipt  requested, in either case addressed to the party to receive
such notice at the address shown below or such  other address as such
party may, by notice, hereafter furnish to the other: at the Executive Office
Space.

    


    Section
10

    Default

    


    (a)           
If Tenant fails to perform any of the terms, covenants, agreements or conditions
on its  part to be performed under this Sublease and such failure
continues uncorrected for 3 days after notice thereof from Sublessor, unless
otherwise specified herein, this Sublease may be terminated by Sublessor at its
option.  If Sublessor exercises such right to terminate this Sublease,
it shall be entitled to receive all costs and expenses it incurs in connection
with such termination.

    


    (b)           
If at any time or times, Tenant defaults in the payment of Rent and such default
continues  for a period of 3 days after notice thereof to Tenant or if
Tenant defaults in the due and full observance or performance of any other
covenant, provision or  condition herein required to be kept,
performed or observed by Tenant, and if any such default  continues
for a period of 3 days after written notice to Tenant  thereof,
Sublessor may at any  time during the continuance of such default by
notice to Tenant, terminate this Sublease.

    


     (c)           
In addition to the right to terminate this Sublease upon the occurrence of a
default hereunder  and expiration of any applicable notice and cure
periods, the non-defaulting party shall be entitled to  pursue all
available remedies at law or in equity, including, without limitation,
injunctive relief.

    


    Section
11

    Conflicts

    


    In the
event of a conflict between the terms of this Sublease and the terms of the
Lease, the terms of this Sublease shall prevail.

    


    Section
12

    Parking
and Signage

    


    (a)           Tenant
and/or its employees or customers shall not park vehicles in Subleasor’s marked
“client” parking spaces in the front of the Premises.

    


    (b)           Tenant
shall not erect or display any signage or advertisement on or about the
Executive Office Space or Premises.

    


    Section
13

    Termination

    


    Either
party may terminate this Sublease with sixty days written notice.

    


    Section
14

    Miscellaneous

    


    This
Sublease:  (i) shall be binding upon and inure to the benefit of the
parties hereto and their  respective successors and assigns; (ii)
contains the entire agreement of the parties with respect to the subject matter
hereof; (iii) is a product of the joint negotiation and drafting of the parties
hereto and shall  be construed accordingly; (iv) shall be construed in
accordance with the laws of the State of California and the venue for any action
shall be  San Diego County, State of California.  The
invalidity or unenforceability of any provision hereof shall not impair or
invalidate the remainder of this Sublease; (v) may be executed in several
counterparts, in one or more separate documents, all of which together shall
constitute one of the same instrument, with the same force and effect as though
all the parties had executed the same document; and (vi) shall not be limited by
paragraph titles or captions contained herein which are inserted only as a
matter of convenience and for reference, and in no way define, limit, extend, or
describe the scope of this Sublease.

    


    IN WITNESS WHEREOF, the
parties hereto have executed this Sublease as of the date first above
written.

    


    
      	
              SUBLEASOR:

               

               

              __________________________________

              By:

              Its:

            	
              TENANT:

               

               

              ____________________________________

              By:

              Its: