ex10-86.htm


    
      
        

        

      

       

       

      EXHIBIT
10.86

       

      SUBLEASE
AGREEMENT

    

     

    This
Sublease Agreement (the “Agreement”) is made and effective August
15,2008,

     

    
      	
              BETWEEN:

            	
              Lithium Technology Corporation
      (the "Sublessor"), a corporation organized and existing under the
      laws of the state of Delaware with offices located at: 5225 Campus Drive,
      Plymouth Meeting, PA

            


    

     

    
      	
              AND:

            	
              Porous Power Technologies, LLC
      (the "Sublessee"), a limited liability company organized and
      existing under the laws of the state of Colorado, with offices located at:
      2765 Dagny Way, Suite 200, Lafayette, CO
80026

            


    

     

    RECITALS

    


    In
consideration of the covenants and agreements hereinafter set forth to be kept
and performed by the parties hereto, Sublessor, hereby subleases to Sublessee
and Sublessee does hereby take, lease, and hire from Sublessor the Leased
Premises hereinafter described for the period, and at the rental, subject to,
and upon the terms and conditions hereinafter set forth, as
follows:

    


    


    
      	
              1.

            	
              DESCRIPTION
      OF PREMISES

            


    

    


    
      	
               
      

            	
              a.

            	
              Sublessor
      has leased a building from PMP Whitemarsh Associates, lessor, of P.O. Box
      797, Gwynedd Valley, PA 19437.

            


    

    


    
      	
               
      

            	
              b.

            	
              Sublessor
      shall demise to Sublessee the portion of the building fully described in
      Exhibit A, which is attached to and made a part of this sublease
      agreement, and is in accordance with the Asset Purchase
      Agreement.

            


    

    


    


    
      	
              2.

            	
              TERM
      OF SUBLEASE

            


    

    


    
      	
               
      

            	
              a.

            	
              This
      Sublease agreement terminates on March 31, 2009, which is the termination
      of the lease between Sublessor and
Lessor.

            


    

    


    
      	
               
      

            	
              b.

            	
              Lessor
      concurs that Sublessee may remain in possession of the demised premises
      for the full term of this sublease agreement, despite any change that may
      occur in the status of lessee or the lease agreement between lessee and
      lessor.

            


    

    



    
      
        
          
             

            
              	Sublease
      Agreement 	
                      Page 1 of
      19

                    


            

             

          

        

         


      

      
         


        
          

        

      

      
         


        
          © Copyright Envision SBS. 2004. All
rights reserved. Protected by the copyright laws of the United States &
Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO
DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO
ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL
BE SUED IN A COURT OF LAW. 

           

        

      

    


    


    
      	
              3.

            	
              ACCEPTANCE OF LEASED
      PREMISES

            


    

    


    Sublessee’s
occupancy of the Leased Premises shall be conclusive evidence of Sublessee's
acceptance of all improvements constituting the Leased Premises, in good and
satisfactory condition and repair. Sublessee shall accept possession and use of
the Leased Premises “as is” in their condition existing as of the date hereof
with all faults. Sublessee, at Sublessee’s sole cost and expense, shall promptly
comply with all applicable laws, ordinances, codes, rules, orders, directions
and regulations of governmental authority governing and regulating the use or
occupancy of the Leased Premises as may now or hereafter be in effect during the
Term hereof and shall if so required make any alterations, additions or changes
to the Leased Premises as may be required by said laws, ordinances, codes,
rules, directions and regulations.

    


    


    
      	
              4.

            	
              HOLDING
    OVER

            


    

    


    Since
Sublessor’s lease terminates on March, 31, 2009, Sublessee is free to negotiate
its own lease with Lessor beyond that date.

    


    


    
      	
              5.

            	
              SUBLEASE TERMINATION AND
      CONDITION OF PREMISES

            


    

    


    Upon the
termination of this Sublease for any reason whatsoever, Sublessee shall return
possession of the Leased Premises to Sublessor or Sublessor’s authorized agent
in a good, clean and safe condition, reasonable wear and tear excepted. On or
before, and in any event no later than 10 days following the date Sublessee
vacates the Leased Premises and returns possession of same to Sublessor,
Sublessee and Sublessor, or authorized agents thereof, shall conduct a joint
inspection of the Leased Premises. Sublessee at its cost shall thereafter
promptly repair or correct any defects or deficiencies in the condition of the
Leased Premises which occurred during the period of the sublease, reasonable
wear and tear excepted.

    


    


    
      	
              6.

            	
              RENT

            


    

    


    Sublessee
shall pay to lessee as basic rent $5,000 per month through December 31, 2008 and
$7,000 per month beginning January 1, 2009 and continuing through March 31,
2009, on the 1st day of
each month, commencing September 1, 2008 and continuing each month thereafter
during the term of this sublease agreement. Sublessee shall pay all other sums
due as additional rental under the provisions of this sublease agreement on the
basic rental payment due date first occurring after the additional rental
payment arises.  For the month of August, 2008, rent shall be prorated
for the percentage of days Sublessee takes possession of the demised premises
and shall be paid with the mutual signing of this Sublease.

    


    


    
      	
              7.

            	
              PAYMENT
      OF RENT

            


    

    


    Sublessee
hereby covenants and agrees to pay rent to Sublessor, without offset or
deduction of any kind whatsoever, in the form and at the times as herein
specified. All rent shall be paid to Sublessor at the address specified in this
Sublease unless and until Sublessee is otherwise notified in writing. Base
Minimum Rent payments in the monthly amount set forth below shall be payable
monthly, in advance, due on the first (1st) day of each calendar month
commencing on the Commencement Date hereof and delinquent if not paid on or
before the tenth (10th) day of the month throughout the Term of this Sublease.
Rent for any period which is for less than one month shall be a pro rata portion
of the monthly installment. The required payments under Article 6 and all other
charges payable by Sublessee shall be deemed to be additional
rent.


    
      
         


      

      
        	Sublease
      Agreement 	
                Page 2 of
      19

              


         


        
          

        

      

      
         


        
          © Copyright Envision SBS. 2004. All
rights reserved. Protected by the copyright laws of the United States &
Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO
DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO
ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL
BE SUED IN A COURT OF LAW. 

           

        

      

    

    
       

    

    
      	
              8.

            	
              DELINQUENT
      PAYMENTS

            


    

    


    In the
event Sublessee shall fail to pay the rent or any installment thereof, or any
other fees, costs, taxes or expenses payable under this Sublease within 15 days
after the said payment has become due, Sublessee agrees that Sublessor will
incur additional costs and expenses in the form of extra collection efforts,
administrative time, handling costs, and potential impairment of credit on loans
for which this Sublease may be a security.  Both parties agree that in
such event, Sublessor, in addition to its other remedies shall be entitled to
recover a late payment charge against Sublessee equal to 5% of the amount not
paid within said 15 day period.  Additionally, any past due amounts
under this Sublease shall bear interest at the rate of 2% per
month.  Sublessee further agrees to pay Sublessor any cost incurred by
Sublessor in effecting the collection of such past due amount, including but not
limited to attorneys' fees and/or collection agency fees. Sublessor shall have
the right to require Sublessee to pay monies due in the form of a cashier's
check or money order. Nothing herein contained shall limit any other remedy of
Sublessor with respect to such payment delinquency.

    


    


    
      	
              9.

            	
              SECURITY
      DEPOSIT

            


    

    


    On
execution of this Sublease, Sublessee shall deposit with Sublessor a sum equal
to $1,000 (the “Security Deposit”) in order to provide security for the
performance by Sublessee of the provisions of this Sublease. If Sublessee is in
default, Sublessor may, but shall not be obligated to use the Security Deposit,
or any portion of it, to cure the default or to compensate Sublessor for damage
sustained by Sublessor resulting from Sublessee's default. Sublessee shall
immediately on demand pay to Sublessor a sum equal to the portion of the
Security Deposit expended or applied by Sublessor as provided in this paragraph
so as to maintain the Security Deposit in the sum initially deposited with
Sublessor. At the expiration or termination of this Sublease, Sublessor shall
return the Security Deposit to Sublessee or its successor, less such amounts as
are reasonably necessary to remedy Sublessee's defaults, to repair damages to
the Leased Premises caused by Sublessee or to clean the Leased Premises upon
such termination, as soon as practicable thereafter. In the event of the sale or
other conveyance of the Leased Premises, the Security Deposit will be
transferred to the purchaser or transferee and the Sublessor will be relieved of
any liability with reference to such Security Deposit. Sublessor shall not be
required to keep the Security Deposit separate from its other funds, and (unless
otherwise required by law) Sublessee shall not be entitled to interest on the
Security Deposit.

    


    


    
      	
              10.

            	
              USE
      OF PREMISES

            


    

    


    
      	
               
      

            	
              a.

            	
              Permitted Use: The
      Leased Premises are to be used by Sublessee for the sole purpose of
      research and development, pilot plant production and other activities
      associated with Sublessee’s business. Sublessee shall not use or occupy
      the Leased Premises or permit the same to be used or occupied for any use,
      purpose or business other than as provided in this Section a) during the
      Term of this Sublease or any extension
thereof.

            


    

    


    
      	
               
      

            	
              b.

            	
              Prohibited Activities:
      During the Term of Sublease or any extension thereof, Sublessee shall
      not:

            


    

    


    
      	
               
      

            	
              i.

            	
              Use
      or permit the Leased Premises to be used for any purpose in violation of
      any statute, ordinance, rule, order, or regulation of any governmental
      authority regulating the use or occupancy of the Leased
      Premises.

            


    

    


    
      	
               
      

            	
              ii.

            	
              Cause
      or permit any waste in or on the Leased
  Premises.

            


    


    
      
         


      

      
        	Sublease
      Agreement 	
                Page 3 of
      19

              


         


        
          

        

      

      
         


        
          © Copyright Envision SBS. 2004. All
rights reserved. Protected by the copyright laws of the United States &
Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO
DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO
ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL
BE SUED IN A COURT OF LAW. 

           

        

      

    


    


    
      	
               
      

            	
              iii.

            	
              Use
      or permit the use of the Leased Premises in any manner that will tend to
      create a nuisance or tend to adversely affect or injure the reputation of
      Sublessor or its affiliates.

            


    

    


    
      	
               
      

            	
              iv.

            	
              Store
      any explosive, radioactive, dangerous, hazardous or toxic materials in or
      about the Leased Premises.

            


    

    


    
      	
               
      

            	
              v.

            	
              Use
      or allow the Leased Premises to be used for sleeping quarters, dwelling
      rooms or for any unlawful purpose.

            


    

    


    
      	
               
      

            	
              vi.

            	
              Build
      any fences, walls, barricades or other obstructions; or, install any
      radio, television, phonograph, antennae, loud speakers, sound amplifiers,
      or similar devices on the roof, exterior walls or in the windows of the
      Leased Premises, or make any changes to the interior or exterior of the
      Leased Premises without Sublessor's prior written
  consent.

            


    

    


    
      	
               
      

            	
              c.

            	
              Operational
      Permits:  Sublessee, prior to the Commencement Date,
      shall obtain and thereafter continuously maintain in full force and effect
      for the Term of this Sublease or any extension thereof, at no cost or
      expense to Sublessor, any and all approvals, licenses, or permits required
      by any lawful authority as of the Commencement Date or imposed thereafter,
      for the use of Leased Premises, including but not limited to business
      licenses.

            


    

    


    
      	
               
      

            	
              d.

            	
              Compliance With
      Laws:  Sublessee shall comply with all federal, state,
      county, municipal, or other statutes, laws, ordinances, regulations,
      rules, or orders of any governmental or quasi-governmental entity, body,
      agency, commission, board, or official applicable to the Leased Premises
      and Sublessee’s business.

            


    

    


    


    
      	
              11.

            	
              UTILITIES
      AND TAXES

            


    

    


    
      	
               
      

            	
              a.

            	
              Utility
      Charges:  Sublessee shall pay to Sublessor one half (1/2)
      of the water, sewer, gas and electric bills for the entire building
      covered in Sublessor’s Lease.  Assuming the cost for the
      electricity needed for the operation of the dry room can be determined,
      the Sublessee shall pay the Sublessor for the daily cost of the
      electricity when operated solely for the benefit of the
      Sublessee.  On days of operation that are for the sole benefit
      of the Sublessor, the Sublessor shall be solely responsible for these
      electricity costs.

            


    

    


    
      	
               
      

            	
              b.

            	
              Personal Property
      Taxes:  Sublessee shall be responsible for and shall pay
      before they become delinquent all taxes, assessments, or other charges
      levied or imposed by any governmental entity on the equipment transferred
      to Sublessee through the Asset Purchase
  Agreement.

            


    

    


    


    
      	
              12.

            	
              MAINTENANCE
      AND ALTERATIONS

            


    

    


    
      	
               
      

            	
              a.

            	
              Maintenance by
      Sublessee:  Sublessee shall, at its sole cost and
      expense, keep in good and safe condition, order and repair all portions of
      the Leased Premises and all facilities appurtenant thereto and every part
      thereof which Sublessor has subleased to
  Sublessee.

            


    

    


    
      	
               
      

            	
              b.

            	
              Damage; Abatement of
      Rent:  Notwithstanding anything in this Sublease to the
      contrary, Sublessee at its own cost and expense shall repair and replace
      as necessary all portions of the Leased Premises damaged by Sublessee, its
      employees, agents, invitees,

            


    


    
      
         


        	Sublease
      Agreement 	
                Page 4 of
      19

              


      

      
         


        
          

        

      

      
         


        
          © Copyright Envision SBS. 2004. All
rights reserved. Protected by the copyright laws of the United States &
Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO
DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO
ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL
BE SUED IN A COURT OF LAW. 

           

        

      

    

    
       

    

    
      	
               
      

            	
              c.

            	
              Alterations and Liens:
      Sublessee shall not make or permit any other person to make any structural
      changes, alterations, or additions to the Leased Premises or to any
      improvement thereon or facility appurtenant thereto without the prior
      written consent of Sublessor first had and obtained. Sublessee shall keep
      the Leased Premises free and clear from any and all liens, claims, and
      demands for work performed, materials furnished, or operations conducted
      on the Leased Premises at the instance or request of
      Sublessee.  As a condition to giving its consent to any proposed
      alterations, Sublessor may require that Sublessee remove any or all of
      said alterations at the expiration or sooner termination of the Sublease
      term and restore the Leased Premises to its condition as of the date of
      Sublessee's occupation of the Leased Premises.  Prior to
      construction or installation of any alterations, Sublessor may require
      Sublessee to provide Sublessor, at Sublessee's sole cost and expense, a
      lien and completion bond in an amount equal to one and one-half times the
      estimated cost of such alterations, to insure Sublessor against any
      Liability for mechanic's and material men's liens and to insure completion
      of the work. Should Sublessee make any alterations without the prior
      written consent of Sublessor, Sublessee shall remove the same at
      Sublessee’s expense upon demand by
Sublessor.

            


    

    


    
      	
               
      

            	
              d.

            	
              Inspection by Sublessor:
      Sublessee shall permit Sublessor or Sublessor’s agents,
      representatives, designees, or employees to enter the Leased Premises at
      all reasonable times for the purpose of inspecting the Leased Premises to
      determine whether Sublessee is complying with the terms of this Sublease
      and for the purpose of doing other lawful acts that may be necessary to
      protect Sublessor’s interest in the Leased Premises under this Sublease,
      or to perform Sublessor’s duties under this Sublease, or to show the
      Leased Premises to insurance agents, lenders, and other third parties, or
      as otherwise allowed by law.

            


    

    


    
      	
               
      

            	
              e.

            	
              Plans and Permits: Any
      alteration that Sublessee shall desire to make in or about the Leased
      Premises and which requires the consent of Sublessor shall be presented to
      Sublessor in written form, with proposed detailed plans and specifications
      therefore prepared at Sublessee's sole expense. Any consent by Sublessor
      thereto shall be deemed conditioned upon Sublessee’s acquisition of all
      permits required to make such alteration from all appropriate governmental
      agencies, the furnishing of copies thereof to Sublessor prior to
      commencement of the work, and the compliance by Sublessee with all
      conditions of said permits in a prompt and expeditious manner, all at
      Sublessee's sole cost and expense.

            


    

    


    
      	
               
      

            	
              f.

            	
              Construction Work Done by
      Sublessee:  All construction work required or permitted
      to be done by Sublessee shall be performed by a licensed contractor in a
      good and workmanlike manner and shall conform in quality and design with
      the Leased Premises existing as of the Commencement Date, and shall not
      diminish the value of the Leased Premises in any way
      whatsoever.  In addition, all such construction work shall be
      performed in compliance with all applicable statutes, ordinances,
      regulations, codes and orders of governmental authorities and insurers of
      the Leased Premises. Sublessee or its agents shall secure all licenses and
      permits necessary therefore.

            


    

           

    
      	
               
      

            	
              g.

            	
              Title to Alterations:
      Unless Sublessor requires the removal thereof, any alterations
      which may be made on the Leased Premises shall upon installation or
      construction thereof on the Leased Premises become the property of
      Sublessor and shall remain upon and be surrendered with the Leased
      Premises at the expiration or sooner termination of the term of this
      Sublease.  Without limiting the generality of the foregoing, all
      heating, lighting, electrical (including all wiring, conduits, main and
      sub panels), air conditioning, partitioning, drapery, and carpet
      installations made by Sublessee, regardless of how affixed to the Leased
      Premises, together with all other alterations that have become a part of
      the Leased Premises, shall be and become the property of Sublessor upon
      installation, and shall not be deemed
      trade fixtures, and shall remain upon and be surrendered with the Leased
      Premises at the expiration or sooner termination of this
      Sublease.

            


    


    
      
        	Sublease
      Agreement 	
                Page 5 of
      19

              


         


      

      
         


        
          

        

      

      
         


        
          © Copyright Envision SBS. 2004. All
rights reserved. Protected by the copyright laws of the United States &
Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO
DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO
ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL
BE SUED IN A COURT OF LAW. 

           

        

      

    

     

    
      	
               
      

            	
              h.

            	
              Removal of Alterations:
      In addition to Sublessor's right to require Sublessee at the time of
      installation or construction of any alteration to remove the same upon
      expiration or sooner termination of this Sublease, Sublessor may elect, by
      notice to Sublessee at least 30 days before expiration of the Term hereof,
      or within 30 days after sooner termination hereof, to acquire Sublessee to
      remove any alterations that Sublessee has made to the Leased Premises. If
      Sublessor so elects, Sublessee shall, at its sole expense, upon expiration
      of the Term hereof, or within 30 days after any sooner termination hereof,
      remove such alterations, repair any damage occasioned thereby, and restore
      the Leased Premises to the condition existing as of the Commencement Date
      or such other condition as may reasonably be designated by Sublessor in
      its election.

            


    

    


    


    
      	
              13.

            	
              INDEMNITY
      AND INSURANCE

            


    

    


    
      	
               
      

            	
              a.

            	
              Hold-Harmless Clause:
      Sublessee agrees to indemnify, defend and hold Sublessor, the
      property of Sublessor, and the Leased Premises, free and harmless from any
      and all claims, liability, loss, damage, or expenses incurred by reason of
      this Sublease or resulting from Sublessee’s occupancy and use of the
      Leased Premises (other than as a result of the direct gross negligence of
      Sublessor), specifically including, without limitation, any claim,
      liability, loss, or damage arising by reason
of:

            


    

    


    
      	
               
      

            	
              i.

            	
              The
      death or injury of any person or persons, including Sublessee, any person
      who is an employee or agent of Sublessee, or by reason of the damage to or
      destruction of any property, including property owned by Sublessee or any
      person who is an employee or agent of Sublessee, and caused or allegedly
      caused by either the condition of the Leased Premises, or some act or
      omission of Sublessee or of some agent, contractor, employee, or invitee
      of Sublessee on the Leased
Premises;

            


    

    


    
      	
               
      

            	
              ii.

            	
              Any
      work performed on the Leased Premises or materials furnished to the Leased
      Premises at the instance or request of Sublessee or any agent or employee
      of Sublessee; and

            


    

    


    
      	
               
      

            	
              iii.

            	
              Sublessee's
      failure to perform any provision of this Sublease or to comply with any
      requirement of law or any requirement imposed on the use by Sublessee of
      the Leased Premises by any governmental agency or political
      subdivision.

            


    

    


    
      	
               
      

            	
              iv.

            	
              Maintenance
      of the insurance required under this Article shall not relieve Sublessee
      of the obligations of indemnification contained in this
      Section.

            


    

    


    
      	
               
      

            	
              b.

            	
              Liability Insurance:
      Sublessee shall, at its own cost and expense, secure and maintain
      during the term of this Sublease, a comprehensive broad form policy of
      Combined Single Limit Bodily Injury and Property Damage Insurance issued
      by a reputable company authorized to conduct insurance business in the
      State of Pennsylvania insuring Sublessee against loss or liability caused
      by or connected with Sublessee’s use and occupancy of the Leased Premises
      in an amount not less than $100,000 per
  occurrence.

            


    

              

    
      	
               
      

            	
              c.

            	
              Workers' Compensation
      Insurance:  During the term of this Sublease, Sublessee
      shall comply with all Workers' Compensation laws applicable on the date
      hereof or enacted thereafter and shall maintain in full force and effect a
      Workers’ Compensation Insurance policy covering all employees in any way
      connected with the business conducted by Sublessee pursuant to this
      Sublease and shall pay all premiums, contributions, taxes and such other
      costs and expenses as are required to be paid incident to such insurance
      coverage, all at no cost to
Sublessor.

            


    


    
      
        
          	Sublease
      Agreement 	
                  Page 6 of
      19

                

  

      

      
         


        
          

        

      

      
         


        
          © Copyright Envision SBS. 2004. All
rights reserved. Protected by the copyright laws of the United States &
Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO
DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO
ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL
BE SUED IN A COURT OF LAW. 

           

        

      

    

    


    
      	
               
      

            	
              d.

            	
              Policy Form: The
      policies of insurance required to be secured and maintained under this
      Sublease shall be issued by good, responsible companies, qualified to do
      business in the State of Pennsylvania with a general policy holders’
      rating of at least “A”.  Executed copies of such policies of
      insurance or certificates thereof shall be delivered to Sublessor and to
      the Master Lessor under the Master Lease not later than 15 days after the
      commencement of business operations of Sublessee at the Leased
      Premises.

            


    

    


    


    
      	
              14.

            	
              SIGNS
      AND TRADE FIXTURES

            


    

    


    
      	
               
      

            	
              a.

            	
              Installation of Trade
      Fixtures:  For so long as Sublessee is not in default of
      any of the terms, conditions and covenants of this Sublease, Sublessee
      shall have the right at any time and from time to time during the Term of
      this Sublease and any renewal or extension of such term, at Sublessee's
      sole cost and expense, to install and affix in, to, or on the Leased
      Premises such items (hereinafter called “trade fixtures”), for use in
      Sublessee's trade or business as Sublessee may, in its reasonable
      discretion, deem advisable.

            


    

    
               

    

    
      	
               
      

            	
              b.

            	
              Signs:  Subject
      to any and all requirements now or hereinafter enacted by any municipal,
      county, or state regulatory agency having jurisdiction thereover and
      subject to Sublessor’s written consent, Sublessee may erect at Sublessee's
      cost, a sign on the Leased Premises identifying the Leased
      Premises.  Sublessee shall maintain, at Sublessee's sole cost
      and expense, said sign.

            


    

    


    
      	
               
      

            	
              c.

            	
              Removal of Signs and Trade
      Fixtures:  In addition to Sublessor’s right to require
      Sublessee at the time of installation of any sign or trade fixtures to
      remove the same upon expiration or sooner termination of this Sublease,
      Sublessor may elect, by notice to Sublessee at least 30 days before
      expiration of the Term hereof, or within 15 days after sooner termination
      hereof, to require Sublessee to remove any sign or trade fixture owned by
      Sublessee. If Sublessor so elects, Sublessee shall at its sole cost and
      expense, upon expiration of the Term hereof, or within 15 days after any
      sooner termination hereof, remove such sign or trade fixture owned by
      Sublessee. If Sublessor so elects, Sublessee shall, at its sole cost and
      expense, upon expiration of the Term hereof, or within 15 days after any
      sooner termination hereof, remove such sign or trade fixture, repair any
      damage occasioned thereby, and restore the Leased Premises to the
      condition existing as of the Commencement Date or such other condition as
      may reasonably be designated by Sublessor in its
  election.

            


    

    


    


    
      	
              15.

            	
              CONDEMNATION
      AND DESTRUCTION

            


    

    


    
      	
               
      

            	
              a.

            	
              Total
      Condemnation:  Should, during the Term of this Sublease
      or any renewal or extension thereof, title and possession of all of the
      Leased Premises be taken under the power of eminent domain by any public
      or quasi-public agency or entity, this Sublease shall terminate as of the
      date actual physical possession of the Leased Premises is taken by the
      agency or entity exercising the power of eminent domain and both Sublessor
      and Sublessee shall thereafter be released from all obligations under this
      Sublease.

            


    

    


    
      	
               
      

            	
              b.

            	
              Termination Option for Partial
      Condemnation:  Should, during the Term of this Sublease
      or any renewal or extension thereof, title and possession of more than 10%
      of the floor area of the Leased Premises, and/or more than 15% of the
      parking area of the Leased Premises be taken under the power of eminent
      domain by any public or quasi-public agency or entity, Sublessor may
      terminate this Sublease. The option herein reserved shall be exercised by
      giving written notice on or before 15 days after actual physical
      possession of the portion subject to the eminent domain power is taken by
      the agency or entity exercising that power and this Sublease shall
      terminate as of the date the notice is deemed
  given.

            


    


    
      
         


          	Sublease
      Agreement 	
                  Page 7 of
      19

                


        

      

      
         


        
          

        

      

      
         


        
          © Copyright Envision SBS. 2004. All
rights reserved. Protected by the copyright laws of the United States &
Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO
DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO
ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL
BE SUED IN A COURT OF LAW. 

           

        

      

    


    


    
      	
               
      

            	
              c.

            	
              Partial Condemnation Without
      Termination:  Should Sublessee or Sublessor fail to
      exercise the termination option described in this Article, or should the
      portion of the Leased Premises taken under the power of eminent domain be
      insufficient to give rise to the option therein described, then, in that
      event:

            


    

    


    
      	
               
      

            	
              i.

            	
              This
      Sublease shall terminate as to the portion of the Leased Premises taken by
      eminent domain as of the day (hereinafter called the “date of taking”),
      actual physical possession of that portion of the Leased Premises is taken
      by the agency or entity exercising the power of eminent
      domain;

            


    

    


    
                ©
Copyright Envision SBS. 2004. All rights reserved. Protected by the copyright
laws of the United States & Canada and by international treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE
OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR
DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.

       

      


       

    

    
      	
               
      

            	
              ii.

            	
              Base
      Minimum Rent to be paid by Sublessee to Sublessor pursuant to the terms of
      this Sublease shall, after the date of taking, be reduced by an amount
      that bears the same ratio to the Base Minimum Rent specified in this
      Sublease as the square footage of the actual floor area of the Leased
      Premises taken under the power of eminent domain bears to the total square
      footage of floor area of the Leased Premises as of the date of this
      Sublease; and

            


    

    


    
      	
               
      

            	
              iii.

            	
              Except
      to the extent the Master Lessor under the Master Lease is so obligated,
      Sublessee, at Sublessee's own cost and expense shall remodel and
      reconstruct the building remaining on the portion of the Leased Premises
      not taken by eminent domain into a single efficient architectural unit in
      accordance with plans mutually approved by the parties hereto as soon
      after the date of taking, or before, as can be reasonably
      done.

            


    

    


    
      	
               
      

            	
              d.

            	
              Condemnation
      Award:  Should, during the Term of this Sublease or any
      renewal or extension thereof, title and possession of all or any portion
      of the Leased Premises be taken under the power of eminent domain by any
      public or quasi-public agency or entity, the compensation or damages for
      the taking awarded shall belong to and be the sole property of the
      Sublessor.

            


    

    


    
      	
               
      

            	
              e.

            	
              Destruction:  (a)
      In the event the Leased Premises are damaged or destroyed and the total
      costs and expenses for repairing or reconstructing the Leased Premises
      exceeds the sum of $50,000, Sublessor, at Sublessor's option,
      may:

            


    

    


    
      	
               
      

            	
              i.

            	
              Continue
      this Sublease in full force and effect by restoring, repairing or
      rebuilding the Leased Premises at Sublessor's own cost and expense or
      through insurance coverage; or

            


    

    


    
      	
               
      

            	
              ii.

            	
              Terminate
      this Sublease by serving written notice of such termination on Sublessee
      no later than 15 days following such casualty, in which event this
      Sublease shall be deemed to have been terminated on the date of such
      casualty.

            


    

    


    
      	
               
      

            	
              iii.

            	
              In
      the event the Leased Premises are damaged or destroyed and Sublessee will
      not be able to operate any business thereon for 3 consecutive days,
      Sublessee, at Sublessee's option, may terminate this Sublease by serving
      written notice of such termination on Sublessor no later than 7 days
      following such casualty, in which event this Sublease shall be deemed
      terminated on the date of such casualty; provided, however, that such
      termination right shall not be applicable unless Sublessor has a similar
      termination right under the Master
Lease.

            


    

    


    
      	
               
      

            	
              iv.

            	
              Should
      Sublessor or the Master Lessor under the Master Lease elect to repair and
      restore the Leased Premises to their former condition following partial or
      full destruction of the Leased
Premises:

            


    


    
      
        
          	Sublease
      Agreement 	
                  Page 8 of
      19

                


        

      

      
         


        
          

        

      

      
         


        
          © Copyright Envision SBS. 2004. All
rights reserved. Protected by the copyright laws of the United States &
Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO
DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO
ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL
BE SUED IN A COURT OF LAW. 

           

        

      

    

    


    
      	
               
      

            	
              1.

            	
              Sublessee
      shall not be entitled to any damages for any loss or inconvenience
      sustained by Sublessee by reason of the making of such repairs and
      restoration.

            


    

    


    
      	
               
      

            	
              2.

            	
              Sublessor
      and such Master Lessor shall have full right to enter upon and have access
      to the Leased Premises, or any portion thereof, as may be reasonably
      necessary to enable such parties promptly and efficiently to carry out the
      work of repair and restoration.

            


    

    


    
      	
               
      

            	
              f.

            	
              Damage by
      Sublessee:  Sublessee shall be responsible for and shall
      pay to Sublessor any and all losses, damages, costs, and expenses,
      including but not limited to attorney's fees, resulting from any casualty
      loss caused by the negligence or willful misconduct of Sublessee or its
      employees, agents, contractors, or
invitees.

            


    

    


    


    
      	
              16.

            	
              SUBLEASING,
      ASSIGNMENT, DEFAULT AND TERMINATION

            


    

    


    Subleasing and
Assignment:  Sublessee shall not sell, assign, hypothecate,
pledge or otherwise transfer this Sublease, or any interest therein, either
voluntarily, involuntarily, or by operation of law.

    


    
      	
               
      

            	
              a.

            	
              Events of
      Default:  Sublessee's failure to timely pay any rent,
      taxes or other charges required to be paid pursuant to the terms of this
      Sublease shall constitute a material breach of this Sublease and an event
      of default if not paid by Sublessee within 15 days of the date such rent,
      taxes or charges are payable.  Events of default under this
      Sublease shall also include, without limitation, the events hereinafter
      set forth, each of which shall be deemed a material default of the terms
      of the Sublease if not fully cured within 15 days of occurrence. Such
      events shall include:

            


    

    


    
      	
               
      

            	
              i.

            	
              Sublessee’s
      failure to perform or observe any term, provisions, covenant, agreement or
      condition of this Sublease;

            


    

    


    
      	
               
      

            	
              ii.

            	
              Sublessee
      breaches this Sublease and abandons the Leased Premises before expiration
      of the Term of this Sublease;

            


    

    


    
      	
               
      

            	
              iii.

            	
              Any
      representation or warranty made by Sublessee in connection with this
      Sublease between Sublessee and Sublessor proving to have been
      incorrect;

            


    

    


    
      	
               
      

            	
              iv.

            	
              Sublessee's
      institution of any proceedings under the Bankruptcy Act, as such Act now
      exists or under any similar act relating to the subject of insolvency or
      bankruptcy, whether in such proceeding Sublessee seeks to be adjudicated a
      bankrupt, or to be discharged of its debts or effect a plan of
      liquidation, composition or
reorganization;

            


    

    


    
      	
               
      

            	
              v.

            	
              The
      filing against Sublessee of any involuntary proceeding under any such
      bankruptcy laws;

            


    

    


    
      	
               
      

            	
              vi.

            	
              Sublessee's
      becoming insolvent or being adjudicated as bankrupt in any court of
      competent jurisdiction, or the appointment of a receiver or trustee of
      Sublessee's property, or Sublessee's making an assignment for the benefit
      of creditors;

            


    

    


    
      	
               
      

            	
              vii.

            	
              The
      issuance of a writ of attachment by any court of competent jurisdiction to
      be levied on this Lease; or

            


    


    
      
        
          	Sublease
      Agreement 	
                  Page 9 of
      19

                


        

      

      
         


        
          

        

      

      
         


        
          © Copyright Envision SBS. 2004. All
rights reserved. Protected by the copyright laws of the United States &
Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO
DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO
ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL
BE SUED IN A COURT OF LAW. 

           

        

      

    

    


    
      	
               
      

            	
              viii.

            	
              Any
      event which is an event of default under the Master Lease or which would
      become so with the passage of time or the giving of notice or
      both.

            


    


    
      	
               
      

            	
              b.

            	
              Sublessor's Remedies for
      Sublessee's Default:  Upon the occurrence of any event of
      default described in Section 10.02 hereof, Sublessor may, at its option
      and without any further demand or notice, in addition to any other remedy
      or right given hereunder or by law, do any of the
    following:

            


    

     

    
      	
               
      

            	
              i.

            	
              Sublessor
      may terminate Sublessee's right to possession of the Leased Premises by
      giving 30 days written notice to Sublessee. If Sublessor gives such
      written notice, then on the date specified in such notice, this Sublease
      and Sublessee's right of possession shall terminate. No act by Sublessor
      other than giving such written notice to Sublessee shall terminate this
      Sublease. Acts of maintenance, efforts to relet the Leased Premises, or
      the appointment of a receiver on Sublessor's initiative to protect
      Sublessor's interest under this Sublease shall not constitute a
      termination of Sublessee's right to possession. On termination, Sublessor
      has the right to recover from
Sublessee:

            


    

    


    
      	
               
      

            	
              1.

            	
              The
      worth at the time of the award of the unpaid rent and other charges that
      had been earned or owed to Sublessor at the time of termination of this
      Sublease;

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      worth at the time of the award of the amount by which (a) the unpaid rent
      and other charges that would have been earned or owed to Sublessor after
      the date of termination of this Sublease until the time of award exceeds
      (b) the amount of such rental loss that Sublessee proves could have been
      reasonably avoided;

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      worth at the time of the award of the amount by which (a) the unpaid rent
      and other charges for the balance of the term after the time of award
      exceeds (b) the amount of such rental loss that Sublessee proves could
      have been reasonably avoided; and

            


    

    


    
      	
               
      

            	
              ii.

            	
              Sublessor
      may, in any lawful manner, re-enter and take possession of the Leased
      Premises without terminating this Sublease or otherwise relieving
      Sublessee of any obligation hereunder. Sublessor is hereby authorized, but
      not obligated (except to the extent required by law), to relet the Leased
      Premises or any part thereof on behalf of the Sublessee, to use the
      premises for its or its affiliates' account, to incur such expenses as may
      be reasonably necessary to relet the Leased Premises, and relet the Leased
      Premises for such term, upon such conditions and at such rental as
      Sublessor in its sole discretion may determine. Until the Leased Premises
      are relet by Sublessor, if at all, Sublessee shall pay to Sublessor all
      amounts required to be paid by Sublessee hereunder. If Sublessor relets
      the Leased Premises or any portion thereof, such reletting shall not
      relieve Sublessee of any obligation hereunder, except that Sublessor shall
      apply the rent or other proceeds actually collected by it as a result of
      such reletting against any amounts due from Sublessee hereunder to the
      extent that such rent or other proceeds compensate Sublessor for the
      non-performance of any obligation of Sublessee hereunder. Such payments by
      Sublessee shall be due at such times as are provided elsewhere in this
      Sublease, and Sublessor need not wait until the termination of this
      Sublease, by expiration of the term hereof or otherwise, to recover them
      by legal action or in any other manner. Sublessor may execute any lease
      made pursuant hereto in its own name, and the tenant thereunder shall be
      under no obligation to see to the application by Sublessor of any rent or
      other proceeds by Sublessor, nor shall Sublessee have any right to collect
      any such rent or other proceeds. Sublessor shall not by any re-entry or
      other act be deemed to have accepted any surrender by Sublessee of the
      Leased Premises or Sublessee's interest therein, or be deemed to have
      otherwise

            


    


    
      
        
          	Sublease
      Agreement 	
                  Page 10 of
      19

                


        

      

      
         


        
          

        

      

      
         


        
          © Copyright Envision SBS. 2004. All
rights reserved. Protected by the copyright laws of the United States &
Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO
DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO
ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL
BE SUED IN A COURT OF LAW. 

           

        

      

    

     

    
      
        	
                 
      

              	
                 

              	
                terminated
      this Sublease, or to have relieved Sublessee of any obligation hereunder,
      unless Sublessor shall have given Sublessee express written notice of
      Sublessor's election to do so as set forth
  herein.

              


      

       

    

    
      	
               
      

            	
              iii.

            	
              Even
      though Sublessee has breached this Sublease and may have abandoned or
      vacated the Leased Premises, this Sublease shall continue in effect for so
      long as Sublessor does not terminate Sublessee's right to possession, and
      Sublessor may enforce all its rights and remedies under this Sublease,
      including the right to recover the rent and other charges as they become
      due under this Lease.

            


    

    


    
      	
               
      

            	
              iv.

            	
              In
      the event any personal property of Sublessee remains at the Leased
      Premises after Sublessee has vacated, it shall be dealt with in accordance
      with the statutory procedures provided by applicable law dealing with the
      disposition of personal property of Sublessee remaining on the Leased
      Premises after Sublessee has
vacated.

            


    

    


    
      	
               
      

            	
              v.

            	
              Sublessor
      may exercise any right or remedy reserved to the Master Lessor under the
      Master Lease (each of which rights and remedies are hereby incorporated
      herein), and any other remedy or right now or hereafter available to a
      landlord against a defaulting tenant under applicable law or the equitable
      powers of its courts, whether or not otherwise specifically reserved
      herein.

            


    

    


    
      	
               
      

            	
              vi.

            	
              Sublessor
      shall be under no obligation to observe or perform any provision, term,
      covenant, agreement or condition of this Sublease on its part to be
      observed or performed which accrues after the date of any default by
      Sublessee hereunder.

            


    

    


    
      	
               
      

            	
              vii.

            	
              Any
      legal action by Sublessor to enforce any obligation of Sublessee or in the
      pursuance of any remedy hereunder shall be deemed timely filed if
      commenced at any time prior to 1 month after the expiration of the term
      hereof or prior to 1 month after the cause of action accrues, whichever
      period expires later.

            


    

    


    
      	
               
      

            	
              viii.

            	
              In
      any action of unlawful detainer commenced by Sublessor against Sublessee
      by reason of any default hereunder, the reasonable rental value of the
      Leased Premises for the period of the unlawful detainer shall be deemed to
      be the amount of rent and additional charges reserved in this Sublease for
      such period.

            


    

    


    
      	
               
      

            	
              c.

            	
              Receiver: Upon the
      occurrence of any event of default as defined in Article 16 b) hereof or
      in any action instituted by Sublessor against Sublessee to take possession
      of the Leased Premises and/or to collect Base Minimum Rent, or any other
      charge due hereunder, a receiver may be appointed at the request of
      Sublessor to collect such rents and profits, to conduct the business of
      Sublessee then being carried on in the Leased Premises and to take
      possession of any property belonging to Sublessee and used in the conduct
      of such business and use the same in conducting such business on the
      Leased Premises without compensation to Sublessee for such use. Neither
      the application nor the appointment of such receiver shall be construed as
      an election on the Sublessor’s part to terminate this Sublease unless
      written notice of such intention is given by Sublessor to
      Sublessee.

            


    

    


    
      	
               
      

            	
              d.

            	
              Attorneys' Fees: If as a
      result of any breach or default in the performance of any of the
      provisions of this Sublease, Sublessor uses the services of an attorney in
      order to secure compliance with such provisions or recover damages
      thereof, or to terminate this Sublease or evict Sublessee, Sublessee shall
      reimburse Sublessor upon demand for any and all attorneys' fees and
      expenses so incurred by Sublessor, including without the limitation
      appraisers' and expert witness fees; provided that if Sublessee shall be
      the prevailing party in any legal action brought by Sublessor against
      Sublessee, Sublessee

            


    


    
      
        
          	Sublease
      Agreement 	
                  Page 11 of
      19

                


        

      

      
         


        
          

        

      

      
         


        
          © Copyright Envision SBS. 2004. All
rights reserved. Protected by the copyright laws of the United States &
Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO
DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO
ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL
BE SUED IN A COURT OF LAW. 

           

        

      

    


    
      	
               
      

            	
              shall
      be entitled to recover the fees of its attorneys in such amount as the
      court may adjudge reasonable. Sublessee shall advance to Sublessor any and
      all attorneys' fees and expenses to be incurred or incurred by Sublessor
      in connection with any modifications to this Sublease proposed by
      Sublessee, any proposed assignment of this Sublease by Sublessee or any
      proposed subletting of the Leased Premises by
  Sublessee.

            


    

    


    
      	
               
      

            	
              e.

            	
              Cumulative Remedies; No
      Waiver: The specified remedies to which Sublessor may resort under
      the terms hereof are cumulative and are not intended to be exclusive of
      any other remedy or means of redress to which Sublessor may be lawfully
      entitled in case of any breach or threatened breach by Sublessee of any
      provision hereof. If for any reason Sublessor fails or neglects to take
      advantage of any of the terms of this Sublease providing for termination
      or other remedy, any such failure of Sublessor shall not be deemed to be a
      waiver of any default of any of the provisions, terms, covenants,
      agreements or conditions of this Sublease. The waiver by Sublessor of any
      breach of any term, condition or covenant herein contained shall not be
      deemed to be a waiver of any subsequent breach of the same or any other
      term, condition or covenant herein contained. None of the provisions,
      terms, covenants, agreements or conditions hereof can be waived except by
      the express written consent of Sublessor. Subsequent acceptance of rent
      hereunder by Sublessor shall not be deemed to be a waiver of any preceding
      breach by Sublessee of any provision, term, covenant, agreement or
      condition of this Sublease other than the failure of Sublessee to pay the
      particular rental accepted, regardless of Sublessor’s knowledge of such
      preceding breach at the time of acceptance of such
  rent.

            


    

    


    


    
      	
              17.

            	
              ESTOPPEL

            


    

    


    At any
time and from time to time, upon request in writing from Sublessor, Sublessee
agrees to execute, acknowledge, and deliver to Sublessor a statement in writing
within 15 days of request, certifying that this Sublease is unmodified and in
full force and effect (or, if there have been modifications, stating the
modifications), the commencement and termination dates, the Base Minimum Rent,
the other charges payable hereunder the dates to which the same have been paid,
and such other items as Sublessor may reasonably request. It is understood and
agreed that any such statement may be relied upon by any mortgagee, beneficiary,
or grantee of any security or other interest, or any assignee of any thereof,
under any mortgage or deed of trust now or hereafter made covering any leasehold
interest in the Leased Premises, and any prospective purchaser of the Leased
Premises.

    


    


    
      	
              18.

            	
              FORCE MAJEURE – UNAVOIDABLE
      DELAYS

            


    

    


    Should
the performance of any act required by this Sublease to be performed by either
Sublessor or Sublessee be prevented or delayed by reason of an act of God, war,
civil commotion, fire, flood, or other like casualty, strike, lockout, labor
troubles, inability to secure materials, restrictive governmental laws or
regulations, unusually severe weather, or any other cause, except financial
inability, not the fault of the party required to perform the act, the time for
performance of the act will be extended for a period equivalent to the period of
delay and performance of the act during the period of delay will be excused;
provided, however, that nothing contained in this section shall excuse the
prompt payment of rent or other monies due by Sublessee as required by this
Sublease or the performance of any act rendered difficult solely because of the
financial condition of the party, Sublessor or Sublessee, required to perform
the act.

    


    


    
      	
              19.

            	
              NOTICES

            


    

    


    Except as
otherwise expressly provided by law, any and all notices or other communications
required or permitted by this Sublease or by law to be served on or given to
either party hereto by the other party hereto shall be in writing and shall be
deemed duly served and given when personally delivered to the


    
      
        
          	Sublease
      Agreement 	
                  Page 12 of
      19

                

  

      

      
         


        
          

        

      

      
         


        
          © Copyright Envision SBS. 2004. All
rights reserved. Protected by the copyright laws of the United States &
Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO
DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO
ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL
BE SUED IN A COURT OF LAW. 

           

        

      

    


    party,
Sublessor or Sublessee, to whom it is directed or any managing employee of such
party, or, in lieu of such personal service, 72 hours after deposit in the
United States mail, certified or registered mail, with postage prepaid, and when
transmitted by telecopy or facsimile addressed to the parties as set forth on
the signature page hereof. Either party, Sublessor or Sublessee, may change the
addresses herein contained for purposes of this Section by giving written notice
of the change to the other party in the manner provided in this
Section.

    


    


    
      	
              20.

            	
              AMENDMENTS

            


    

    


    No
amendment, change or modification of this Sublease shall be valid and binding
unless such is contained in a written instrument executed by the parties hereto
and which instrument expresses the specific intention of the parties to amend,
change or modify this Sublease.

    


    


    
      	
              21.

            	
              ACCORD
      AND SATISFACTION

            


    

    


    No
payment by Sublessee or receipt by Sublessor of a lesser amount than the monthly
rent herein stipulated shall be deemed to be other than on account of the
stipulated rent earliest in time, nor shall any endorsement or statement on any
check or any letter accompanying any check or payment as rent be deemed an
accord and satisfaction and Sublessor may accept such check or payment without
prejudice to Sublessor's right to recover the balance of such rent or pursue any
other remedy provided in this Sublease or by law.

    


    


    
      	
              22.

            	
              NO AGENCY
      CREATED

            


    

    


    Nothing
contained in this Sublease shall be deemed or construed by the parties hereto or
by any third party to create the relationship of principal and agent, or of
partnership, or of joint venture, or of any association whatsoever between
Sublessor and Sublessee other than Sublessor and Sublessee.

    


     

    
      	
              23.

            	
              BROKERAGE
      COMMISSION

            


    

    


    Sublessee
represents that neither it nor any of its affiliates has engaged the services of
any real estate broker, finder, or any other person or entity in connection with
this lease transaction and therefore should Sublessee be found to be in
violation of such representation, Sublessee shall indemnify Sublessor against
any and all claims for brokerage commissions or finders fees in connection with
this transaction, and to indemnify, defend and hold Sublessor free and harmless
from all liabilities arising from any such claim, including without limitation,
attorneys’ fees in connection therewith.

    


    


    
      	
              24.

            	
              SEVERABILITY AND GOVERNING
      LAW

            


    

    


    This
Sublease shall be governed by the laws of the State of
Pennsylvania.  Whenever possible each provision of this Sublease shall
be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Sublease shall be prohibited, void, invalid,
or unenforceable under applicable law, such provision shall be ineffective to
the extent of such prohibition, invalidity, voidability, or enforceability
without invalidating the remainder of such, or the remaining provisions of this
Sublease.

    


    


    
      	
              25.

            	
              CONSTRUCTION AND
      HEADINGS

            


    


    
      
        
          
             

            
              	Sublease
      Agreement 	
                      Page 13 of
      19

                    


            

             

          

        

         


      

      
         


        
          

        

      

      
         


        
          © Copyright Envision SBS. 2004. All
rights reserved. Protected by the copyright laws of the United States &
Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO
DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO
ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL
BE SUED IN A COURT OF LAW. 

           

        

      

    


    All
references herein in the singular shall be construed to include the plural, and
the masculine, and the masculine to include the feminine or neuter gender, where
applicable, and where the context shall require. Section headings are for
convenience of reference only and shall not be construed as part of this
Sublease nor shall they limit or define the meaning of any provision herein. The
provisions of this Sublease shall be construed as to their fair meaning, and not
strictly for or against Sublessor or Sublessee.

    


    


    
      	
              26.

            	
              EFFECT OF
      EXECUTION

            


    

    


    The
submission of this Sublease for examination shall not effect any obligation on
the part of the submitting or examining party and this Sublease shall become
effective only upon the complete execution thereof by both Sublessor and
Sublessee.

    


    


    
      	
              27.

            	
              INUREMENT

            


    

    


    Sublessor
shall have the full and unencumbered right to assign this Sublease. The
covenants, agreements, restrictions, and limitations contained herein shall also
be binding on Sublessee's permitted successors and assigns.

    


     

    
      	
              28.

            	
              TIME
      OF ESSENCE

            


    

    


    Time is
expressly declared to be of the essence.

    


    


    
      	
              29.

            	
              NO LIGHT, AIR OR VIEW
      EASEMENT

            


    

    


    Any
diminution or shutting off of light, air or view by any structure which may be
erected on lands adjacent to the Leased Premises shall in no way affect this
Sublease or impose any liability on Sublessor.

    


    


    
      	
              30.

            	
              GROSS
    LEASE

            


    

    


    It is the
purpose and intent of Sublessor and Sublessee that this Sublease be deemed and
construed to be a “gross lease”.

    


    


    
      	
              31.

            	
              AUTHORITY

            


    

    


    Each
individual executing this Sublease on behalf of Sublessee and the Sublessee (if
Sublessee is a corporation or other entity) does hereby covenant and warrant
that (i) Sublessee is a duly authorized and validly existing entity, (ii)
Sublessee has and is qualified to do business in California, (iii) the entity
has full right and authority to enter into this Sublease, and (iv) each person
executing this Sublease on behalf of the entity was authorized to do
so.

    


    


    
      	
              32.

            	
              SURVIVAL

            


    

    


    All
obligations of Sublessee under this Sublease, including without limitation the
obligations to pay Base Minimum Rent, shall survive the expiration or
termination of this Sublease.


    
      
        
          	Sublease
      Agreement 	
                  Page 14 of
      19

                


        

      

      
         


        
          

        

      

      
         


        
          © Copyright Envision SBS. 2004. All
rights reserved. Protected by the copyright laws of the United States &
Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO
DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO
ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL
BE SUED IN A COURT OF LAW. 

           

        

      

    

    


    


    
      	
              33.

            	
              RECORDATION

            


    

    


    Sublessee
shall not record this Sublease or a short form memorandum hereof without the
prior written consent of the Sublessor.

    


    


    
      	
              34.

            	
              TRANSFER OF MASTER
      LEASE

            


    

    


    In the
event of any assignment or transfer of the Master Lease by Sublessor to any
other party or entity, Sublessor shall be and is hereby entirely freed and
relieved of all liability under any and all of its covenants and obligations
contained in or derived from this Sublease arising out of any act, occurrence or
omission occurring after the consummation of such assignment or transfer; and
the assignee or such transferee shall be deemed, without any further agreement
between parties or their successors in interest or between the parties and any
such assignee or transferee, to have assumed and agreed to carry out any and all
of the covenants and obligations of the Sublessor under this Sublease. Sublessee
hereby agrees to attorn to any such assignee or trustee. Sublessee agrees to
execute any and all documents deemed necessary or appropriate by Sublessor to
evidence the foregoing.

    


    


    
      	
              35.

            	
              SUBORDINATION,
      ATTORNMENT

            


    

    


    Without
the necessity of any additional document being executed by Sublessee for the
purpose of effecting a subordination, this Sublease shall in all respects be
subject and subordinate at all times to the lien of any mortgage or deed of
trust which may now exist or hereafter be executed in any amount for which the
Leased Premises or Sublessor's interest or estate is specified as security.
Notwithstanding the foregoing, Sublessor shall have the right to subordinate or
cause to be subordinated any lien or encumbrance to this Sublease. In the event
that any mortgage or deed of trust is foreclosed or a conveyance in lieu of
foreclosure is made for any reason, Sublessee shall, notwithstanding any
subordination, attorn to and become the Sublessee of the successor in interest
to Sublessor, at the option of such successor in interest. Sublessee covenants
and agrees to execute and deliver, upon demand by Sublessor and in the form
requested by Sublessor, any additional documents evidencing the priority or
subordination of this Sublease.

    


    


    
      	
              36.

            	
              NO
  MERGER

            


    

    


    The
voluntary or other surrender of this Sublease by Sublessee, or a mutual
cancellation hereof, shall not work a merger, and shall, at the option of
Sublessor, terminate all or any existing subleases or subtenancies or may, at
the option of Sublessor, operate as an assignment to Sublessor of any or all
such subleases or subtenancies.

    


    


    
      	
              37.

            	
              RIGHT OF SUBLESSOR TO
      PERFORM

            


    

    


    All
terms, covenants and conditions of this Sublease to be performed or observed by
Sublessee shall be performed or observed by Sublessee at its sole cost and
expense and without any reduction of rent of any nature payable hereunder. If
Sublessee shall fail to pay any sum of money, other than rent required to be
paid by it hereunder or shall fail to perform any other term or covenant
hereunder on its part to be performed, Sublessor, without waiving or releasing
Sublessee from any obligation of Sublessee hereunder, may, but shall not be
obligated to, make any such payment or perform any such other term or covenant
on Sublessee's part to be performed. All sums so paid by Sublessor and all
necessary costs of such performance by Sublessor, together with interest thereon
from the date of payment at the rate eighteen percent (18%) or the highest rate
permissible by law, whichever is less, shall be paid, and


    
      
        
          	Sublease
      Agreement 	
                  Page 15 of
      19

                


        

      

      
         


        
          

        

      

      
         


        
          © Copyright Envision SBS. 2004. All
rights reserved. Protected by the copyright laws of the United States &
Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO
DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO
ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL
BE SUED IN A COURT OF LAW. 

           

        

      

    


    Sublessee
covenants to make such payment, to Sublessor on demand, and Sublessor shall
have, in addition to any over right or remedy of Sublessor, the same rights and
remedies in the event of nonpayment thereof by Sublessee as in the case of
failure in the payment of rent hereunder.

    


    


    
      	
              38.

            	
              MODIFICATION FOR
      LENDER

            


    

    


    If, in
connection with obtaining any type of financing, Sublessor’s lender shall
request reasonable modifications to this Sublease as a condition to such
financing, Sublessee shall not unreasonably withhold, delay or defer its consent
thereto, provided such modifications do not materially adversely affect
Sublessee's rights hereunder.

    


    


    
      	
              39.

            	
              SUBLESSOR’S PERSONAL
      LIABILITY

            


    

    


    The
liability of Sublessor to Sublessee for any default by Sublessor under the terms
of this Sublease shall be limited to the interest of Sublessor in the Leased
Premises and Sublessee agrees to look solely to Sublessor's interest in the
Leased Premises for the recovery of any judgment from Sublessor, it being
intended that Sublessor shall not be personally liable for any judgment or
deficiency.

    


    


    
      	
              40.

            	
              BREACH BY
      LANDLORD

            


    

    


    Sublessor
shall not be deemed to be in breach in the performance of any obligation
required to be performed by it hereunder unless and until it has failed to
perform such obligation within fifteen [15] days after written notice by
Sublessee to Sublessor specifying wherein Sublessor has failed to perform such
obligation; provided, however, that if the nature of Sublessor's obligation is
such that more than fifteen [15] days are required for its performance then
Sublessor shall not be deemed to be in breech if it shall commence such
performance within such fifteen day period and thereafter diligently prosecute
the same to completion. In any event, Sublessee must bring an action for breach
of this Sublease within one year of Sublessor’s breach or be deemed to have
waived the breach and not harmed thereby.

    


    


    
      	
              41.

            	
              SURVIVAL OF
      INDEMNITIES

            


    

    


    The
obligations of the indemnifying party under each and every indemnification and
hold harmless provision contained in this Sublease shall survive the expiration
or earlier termination of this Sublease to and until the last to occur of (a)
the last date permitted by law for bringing of any claim or action with respect
to which indemnification may be claimed by the indemnified party against the
indemnifying party under such provision or (b) the date on which any claim or
action for which indemnification may be claimed under such provision is fully
and finally resolved and, if applicable, any compromise thereof or judgment or
award thereon is paid in full by the indemnifying party and the indemnified
party is reimbursed by the indemnifying party for any amounts paid by the
indemnified party in compromise thereof or upon a judgment or award thereon and
in defense of such action or claim, including attorneys’ fees
incurred.

    


    


    
      	
              42.

            	
              OPTION
      TO RENEW

            


    

    


    Subject
to the receipt by Sublessor of an extension of the original lease agreement for
a sufficient duration to include this renewal, at any time before the
commencement of the last calendar month of the first term of this sublease
agreement, Sublessee is granted the option and privilege of extending and
renewing the term of this sublease agreement for an additional 3 year period at
an annual rental to be agreed on or arbitrated as provided in this sublease
agreement.


    
      
        
          	Sublease
      Agreement 	
                  Page 16 of
      19

                


        

      

      
         


        
          

        

      

      
         


        
          © Copyright Envision SBS. 2004. All
rights reserved. Protected by the copyright laws of the United States &
Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO
DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO
ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL
BE SUED IN A COURT OF LAW. 

           

        

      

    


    


    
      	
              43.

            	
              MEANING OF
      CONSENT

            


    

    


    Whenever
an act or provision contained in this Sublease is conditioned upon the consent
or approval of Sublessor, this shall be interpreted to mean, unless otherwise
specified to the contrary, that the Sublessor has the full unconditional right
and sole discretion as to whether or not to give its consent, which may only be
given in writing.

    


    


    
      	
              44.

            	
              QUIET
      ENJOYMENT

            


    

    


    If
Sublessee performs the terms of this sublease agreement, Sublessor will warrant
and defend Sublessee in the enjoyment and peaceful possession of the demised
premises during the term of this sublease agreement without any interruption by
lessee or Sublessor or either of them or any person rightfully claiming under
either of them.

    


    


    
      	
              45.

            	
              MASTER
      LEASE

            


    

    


    Notwithstanding
anything in this Sublease to the contrary, the rights of Sublessee shall be
subject to the terms and conditions contained in the lease (“Master Lease”)
between Sublessor and the owner of the Leased Premises (the “Master Lessor''),
as it may be amended from time to time. Sublessee shall assume and perform and
comply with the obligations of the lessee under the Master Lease to the same
extent as if references to the Sublessor therein were references to Sublessee
(all of which obligations are hereby incorporated herein), including, without
limitation, the payment of any and all costs, expenses, charges, fees, taxes,
payments or other monetary obligations (except for minimum rent and percentage
rent) for which Sublessor is liable or responsible under the Master Lease, as
such costs, expenses, charges, fees, taxes, payment or other monetary
obligations come due. Sublessee shall not commit or permit to be committed on
the Leased Premises any act or omission which shall violate any term or
condition of the Master Lease. Notwithstanding anything in this Sublease to the
contrary, the effectiveness of this Sublease shall be conditioned upon Sublessor
obtaining the written consent of the Master Lessor (if such consent is required
under the Master Lease), in form and substance satisfactory to Sublessor, within
ten (10) days of the date hereof. If the Master Lease terminates for any reason,
this Sublease shall terminate coincidentally therewith without any liability of
Sublessor to Sublessee.

    



    
      
        
          	Sublease
      Agreement 	
                  Page 17 of
      19

                


        

      

      
         


        
          

        

      

      
         


        
          © Copyright Envision SBS. 2004. All
rights reserved. Protected by the copyright laws of the United States &
Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO
DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO
ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL
BE SUED IN A COURT OF LAW. 

           

        

      

    


    


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

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	

                                                                      SUBLESSOR 

                                                                    	 	 	

                                                                      SUBLESSEE 

                                                                    	 
	 	 	 	 	 
	 	 	 	 	 
	
                                                                      /s/

                                                                    	 	 	
                                                                      /s/
      

                                                                    	 
	
                                                                      Authorized
      Signature

                                                                    	 	 	
                                                                      Authorized
      Signature 

                                                                    	 
	
                                                                       

                                                                    	 	 	
                                                                       

                                                                    	 
	 	 	 	 	 
	 	 	 	 	 
	Print
      Name and Title 	 	 	Print
      Name and Title 	 
	 	 	 	 	 
	 	 	 	 	 
	Master
      Lessor: 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Authorized
      Signature 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Print
      Name and Title 	 	 	 	 


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          	Sublease
      Agreement 	
                  Page 18 of
      19

                

  

      

      
         


        
          

        

      

      
         


        
          © Copyright Envision SBS. 2004. All
rights reserved. Protected by the copyright laws of the United States &
Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO
DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO
ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL
BE SUED IN A COURT OF LAW. 

           

        

      

    


    EXHIBIT
A

    TO
SUBLEASE

    DESCRIPTION OF LEASED
PREMISES

    
 

     

    
      
        	Sublease
      Agreement 	
                Page 19 of
      19