EX-10.17.1






Exhibit 10.17.1




	 	 	 	 	 
	

	 	COMMERCIAL LEASE AGREEMENT

(C.A.R. Form CL, Revised 10/01)
	 	 






o     (For reference only): 12/15/05




P.A.N.D.A. Investments (“Landlord”) and
PARKE Industries (“Tenant”) agree as follows:





	1.	 	PROPERTY: Landlord rents to Tenant and Tenant rents from Landlord the
real property and improvements described as: Commercial & Industrial building at
2247 Lindsay Way Glendora (“Premises”), which comprise approximately 5000 total square
footage of rentable space in the entire property. See exhibit A for a further
description of the Premises.






	2.	 	TERM: The term shall be for 1 years and 0 months, beginning on (date) 1-1-06
(“Commencement Date”),
 (Check A or B):






	 	o	A. 	 Lease: and shall terminate on (date) 01-01-07
at 12:00 þ AM
o
PM.


Any holding over after the term of this agreement expires, with Landlord’s consent, shall
create a month-to-month tenancy that either party may terminate as specified in paragraph
2B. Rent shall be at a rate equal to the rent for the immediately preceding month, payable
in advance. All other terms and conditions of this agreement shall remain in full force
and effect.
	 
	 	o	B. 	 Month-to-month: and continues as a month-to-month tenancy. Either party may terminate the
tenancy by giving written notice to the other at least 30 days prior to the intended termination
date, subject to any applicable local laws. Such notice may be given on any date.
	 
	 	o	C. 	 RENEWAL OR EXTENSION TERMS: See attached addendum                    
                    
                     .






	3.	 	BASE RENT:






	 	A.	 	Tenant agrees to pay Base Rent at the rate of (CHECK ONE ONLY:)






	 	o	(1) 	$                     per month, for the term of the agreement.
	 
	 	o	(2) 	$3,500.00 per month, for the first 12 months of the agreement. Commencing with the 13th
month, and upon expiration of each 12 months thereafter, rent shall be adjusted according to
any increase in the U.S. Consumer Price Index of the Bureau of Labor Statistics of the
Department of Labor for All Urban Consumers (“CPI”) for Los Angeles (the city nearest the
location of the Premises), based on the following formula: Base Rent will be multiplied by the
most current CPI preceding the first calendar month during which the adjustment is to take
effect, and divided by the most recent CPI preceding the Commencement Date. In no event shall
any adjusted Base Rent be less than the Base Rent for the month immediately preceding the
adjustment. If the CPI is no longer published, then the adjustment to Base Rent shall be based
on an alternate index that most closely reflects the CPI.
	 
	 	o	(3) 	$                     per month for the period commencing                      and ending                      and

$                     per month for the period commencing                      and ending                      and

$                     per month for the period commencing                      and ending                     .
	 
	 	o	(4) 	In accordance with the attached rent schedule.
	 
	 	o	(5) 	Other:                                                             .






	 	B.	 	Base Rent is payable in advance on the 1st (or
o
          )
day of each calendar month, and is
delinquent on the next day.
	 
	 	C.	 	If Commencement Date falls on any day other than the first day of the month, Base Rent
for the first calendar month shall be prorated based on a
30-day period. If Tenant has paid one full month’s Base Rent in advance of Commencement Date,
Base Rent for the second calendar month shall
be prorated based on a 30-day period.






	4.	 	RENT:






	 	A.	 	Definition: (“Rent”) shall mean all monetary obligations of Tenant to Landlord under the
terms of this agreement, except security deposit.
	 
	 	B.	 	Payment: Rent shall be paid to (Name) P.A.N.D.A Investments, at (address) 2247 Lindsay
Way, Glendora, CA 91740, or at any other location specified by Landlord in writing to
Tenant.
	 
	 	C.	 	Timing: Base Rent shall be paid as specified in paragraph 3. All other Rent shall be paid
within 30 days after Tenant is billed by Landlord.






	5.	 	EARLY POSSESSION: Tenant is entitled to possession of the Premises on                                                             .
If Tenant is in possession prior to the Commencement Date, during this time (i) Tenant is not
obligated to pay Base Rent, and (ii) Tenant o is o is not obligated to pay Rent other than Base Rent. Whether or not Tenant is obligated to
pay Rent prior to Commencement Date, Tenant is obligated to comply with all other terms of this
agreement.
	 
	6.	 	SECURITY DEPOSIT:






	 	A.	 	Tenant agrees to pay Landlord $  N/A as a security deposit. Tenant agrees not to hold Broker
responsible for its return.
(IF CHECKED:) o If Base Rent increases during the term of this agreement, Tenant agrees to
increase security deposit by the same proportion as the increase in Base Rent.
	 
	 	B.	 	All or any portion of the security deposit may be used, as
reasonably necessary, to: (i)
cure Tenant’s default in payment of Rent, late charges, non-sufficient funds (“NSF”) fees,
or other sums due; (ii) repair damage, excluding ordinary wear and tear, caused by Tenant or
by a guest or licensee of Tenant; (iii) broom clean the Premises, if necessary, upon
termination of tenancy; and (iv) cover any other unfulfilled obligation of Tenant. SECURITY
DEPOSIT SHALL NOT BE USED BY TENANT IN LIEU OF PAYMENT OF LAST MONTH’S RENT. If all or any
portion of the security deposit is used during tenancy, Tenant agrees to reinstate the total
security deposit within 5 days after written notice is delivered to Tenant. Within 30 days
after Landlord receives possession of the Premises, Landlord shall: (i) furnish Tenant an
itemized statement indicating the amount of any security deposit received and the basis for
its disposition, and (ii) return any remaining portion of security deposit to Tenant.
However, if the Landlord’s only claim upon the security deposit is for unpaid Rent, then the
remaining portion of the security deposit, after deduction of unpaid Rent, shall be returned
within 14 days after the Landlord receives possession.
	 
	 	C.	 	No interest will be paid on security deposit, unless required by local ordinance.





	 	 	 	 	 
	The copyright laws of the United States (Title 17 U.S. Code) forbid the
unauthorized reproduction of this form, or any portion thereof, by photocopy
machine or any other means, including facsimile or computerized formats.
Copyright © 1998-2001, CALIFORNIA ASSOCIATION OF REALTORS®,
INC. ALL RIGHTS RESERVED.

	 	Landlord and Tenant acknowledge receipt of a copy of this
page.
Landlord’s Initials (          ) (          )

  Tenant’s Initials (          ) (          )

	 	
	 
	 	 	 	 
	CL-11 REVISED 10/01 (PAGE 1 of 6)

	 	
  Reviewed by


  Broker or Designee    
                  Date
                       

	 	 






COMMERCIAL LEASE AGREEMENT (CL-11 PAGE 1 OF 6)




The Wright Associated Companies 2001 Financial Way, Ste. 200, Glendora CA 91741

Phone: 626.610.1309          Fax: 626.857.7753          Tommy Gibson




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	Premises:

	 	 	 	Date	 	 
	 

	 	 
	 	 	 	 






	7.	 	PAYMENTS:





	 	 	 	 	 	 	 	 	 
	 	 	 	 	PAYMENT	 	 	 	 
	 	 	TOTAL DUE	 	RECEIVED	 	BALANCE DUE	 	DUE DATE
	A. Rent: From
                     To                     

Date                   Date

	 	$                    
	 	$                    
	 	$                    
	 	                    
	B. Security Deposit

	 	$                    
	 	$                    
	 	$                    
	 	                    
	 
	 	 	 	 	 	 	 	 
	C. Other:                                         

Category

	 	$                    
	 	$                    
	 	$                    
	 	                    
	D. Other:                                         

Category

	 	$                    
	 	$                    
	 	$                    
	 	                    
	E. Total: 

	 	$                    
	 	$                    
	 	$                    	 	 







	8.	 	PARKING: Tenant is entitled to 8 unreserved and                      reserved vehicle parking spaces. The right
to parking o is o is not included in the Base Rent charged pursuant to paragraph 3. If not
included in the Base Rent, the parking rental fee shall
be an additional
$                    
per month. Parking space(s) are to be used for parking operable motor
vehicles, except for trailers, boats,
campers, buses or trucks (other than pick-up trucks). Tenant shall park in assigned space(s)
only. Parking space(s) are to be kept clean. Vehicles leaking oil, gas or other motor vehicle
fluids shall not be parked in parking spaces or on the Premises. Mechanical work or storage of
inoperable vehicles is not allowed in parking space(s) or elsewhere on the Premises. No
overnight parking is permitted.
	 
	9.	 	ADDITIONAL STORAGE: Storage is permitted as follows:
                
                
                
                
            .

The right to additional storage space o is o is not included in the Base Rent charged pursuant
to paragraph 3. If not included in Base Rent,
storage space shall be an additional
$                    
per month. Tenant shall store only personal property that
Tenant owns, and shall not
store property that is claimed by another, or in which another has any right, title, or
interest. Tenant shall not store any improperly packaged food or perishable goods, flammable
materials, explosives, or other dangerous or hazardous material. Tenant shall pay for, and be
responsible for, the clean-up of any contamination caused by Tenant’s use of the storage area.
	 
	10.	 	LATE CHARGE; INTEREST; NSF CHECKS: Tenant acknowledges that either late payment of Rent or
issuance of a NSF check may cause Landlord
to incur costs and expenses, the exact amount of which are extremely difficult and impractical
to determine. These costs may include, but are not
limited to, processing, enforcement and accounting expenses, and late charges imposed on
Landlord. If any installment of Rent due from Tenant is
not received by Landlord within 5 calendar days after date due, or if a check is returned NSF,
Tenant shall pay to Landlord, respectively,
$100.00 as late charge, plus 10% interest per annum on the delinquent amount and $25.00 as a NSF
fee, any of which shall be
deemed additional Rent. Landlord and Tenant agree that these charges represent a fair and
reasonable estimate of the costs Landlord may incur by reason of Tenant’s late or NSF payment.
Any late charge, delinquent interest, or NSF fee due shall be paid with the current installment
of Rent. Landlord’s acceptance of any late charge or NSF fee shall not constitute a waiver as to
any default of Tenant. Landlord’s right to collect a Late Charge or NSF fee shall not be deemed
an extension of the date Rent is due under paragraph 4, or prevent Landlord from exercising any
other rights and remedies under this agreement, and as provided by law.
	 
	11.	 	CONDITION OF PREMISES: Tenant has examined the Premises and acknowledges that Premise is
clean and in operative condition, with the
following exceptions:
                
                
                
                
            
            
	 
	 	 	Items listed as exceptions shall be dealt with in the following manner:
                
                
                
       
            

                
                
                
                
                
                
                
                
                
                      






	12.	 	ZONING AND LAND USE: Tenant accepts the Premises subject to all local, state and federal
laws, regulations and ordinances (“Laws”). Landlord makes no representations or warranty that
Premises are now or in the future will be suitable for Tenant’s use. Tenant has made its own
investigation regarding all applicable Laws.






	13.	 	TENANT OPERATING EXPENSES: Tenant agrees to pay for all utilities and services directly billed
to Tenant.
                
                
                
                
                
                
                
                
                
                           






	14.	 	PROPERTY OPERATING EXPENSES:






	 	A.	 	Tenant agrees to pay its proportionate share of Landlord’s estimated monthly property
operating expenses, including but not limited to, common
area maintenance, consolidated utility and service bills, insurance, and real estate taxes,
based on the ratio of the square footage of the Premises
to the total square footage of the rentable space in the entire property.
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                  





OR B. o (If checked) Paragraph 14 does not apply.





	15.	 	USE: The Premises are for the sole use as Office and
Warehouse.
No other use is permitted without Landlord’s prior written consent. If any use by Tenant causes
an increase in the premium on Landlord’s existing property insurance, Tenant shall pay for the
increased cost. Tenant will comply with all Laws affecting its use of the Premises.






	16.	 	RULES/REGULATIONS: Tenant agrees to comply with all rules and regulations of Landlord (and,
if applicable, Owner’s Association) that are at any time posted on the Premises or delivered
to Tenant. Tenant shall not, and shall ensure that guests and licensees of Tenant do not,
disturb, annoy, endanger, or interfere with other tenants of the building or neighbors, or
use the Premises for any unlawful purposes, including, but not limited to, using,
manufacturing, selling, storing, or transporting illicit drugs or other contraband, or
violate any law or ordinance, or committing a waste or nuisance on or about the Premises.






	17.	 	MAINTENANCE:






	 	A.	 	Tenant OR o (If checked, Landlord) shall professionally maintain the Premises including
heating, air conditioning, electrical, plumbing and
water systems, if any, and keep glass, windows and doors in operable and safe condition.
Unless Landlord is checked, if Tenant fails to maintain
the Premises, Landlord may contract for or perform such maintenance, and charge Tenant for
Landlord’s cost.






	 	B.	 	Landlord OR o (If checked, Tenant) shall maintain the roof, foundation, exterior walls, common
areas and               
                
                
                
                
                
                
                
              .






	 	 	 	 	 
	The copyright laws of the United States (Title 17 U.S. Code) forbid the
unauthorized reproduction of this form, or any portion thereof, by photocopy
machine or any other means, including facsimile or computerized formats.
Copyright © 1998-2001, CALIFORNIA ASSOCIATION OF REALTORS®,
INC. ALL RIGHTS RESERVED.

	 	Landlord and Tenant acknowledge receipt of a copy of this
page.
Landlord’s Initials (          ) (          )

  Tenant’s Initials (          ) (          )

	 	
	 
	 	 	 	 
	CL—11 REVISED 10/01 (PAGE 2 of 6)

	 	
  Reviewed by


  Broker or Designee    
                  Date
                       

	 	 







COMMERCIAL LEASE AGREEMENT (CL-11 PAGE 2 OF 6)




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	Premises:

	 	 	 	Date	 	 
	 

	 	 
	 	 	 	 






	18.	 	ALTERATIONS: Tenant shall not make any alterations in or about the Premises, including
installation of trade fixtures and signs, without Landlord’s prior written consent, which
shall not be unreasonably withheld. Any alterations to the Premises shall be done according
to Law and with required permits. Tenant shall give Landlord advance notice of the
commencement date of any planned alteration, so that Landlord, at its option, may post a
Notice of Non-Responsibility to prevent potential liens against Landlord’s interest in the
Premises. Landlord may also require Tenant to provide Landlord with lien releases from any
contractor performing work on the Premises.
	 
	19.	 	GOVERNMENT IMPOSED ALTERATIONS: Any alterations required by Law as a result of Tenant’s use
shall be Tenant’s responsibility. Landlord shall be responsible for any other alterations
required by Law.






	20.	 	ENTRY: Tenant shall make Premises available to Landlord or Landlord’s agent for the purpose
of entering to make inspections, necessary or agreed repairs, alterations, or improvements,
or to supply necessary or agreed services, or to show Premises to prospective or actual
purchasers, tenants, mortgagees, lenders, appraisers, or contractors. Landlord and Tenant
agree that 24 hours notice (oral or written) shall be reasonable and sufficient notice. In an
emergency, Landlord or Landlord’s representative may enter Premises at any time without prior
notice.






	21.	 	SIGNS: Tenant authorizes Landlord to place a FOR SALE sign on the Premises at any time, and
a FOR LEASE sign on the Premises within the 90 (or o                      ) day period preceding the termination of
the agreement.






	22.	 	SUBLETTING/ASSIGNMENT: Tenant shall not sublet or encumber all or any part of Premises, or
assign or transfer this agreement or any interest in it, without the prior written consent of
Landlord, which shall not be unreasonably withheld. Unless such consent is obtained, any
subletting, assignment, transfer, or encumbrance of the Premises, agreement, or tenancy, by
voluntary act of Tenant, operation of law, or otherwise, shall be null and void, and, at the
option of Landlord, terminate this agreement. Any proposed sublessee, assignee, or transferee
shall submit to Landlord an application and credit information for Landlord’s approval, and,
if approved, sign a separate written agreement with Landlord and Tenant. Landlord’s consent
to any one sublease, assignment, or transfer, shall not be construed as consent to any
subsequent sublease, assignment, or transfer, and does not release Tenant of Tenant’s
obligation under this agreement.






	23.	 	POSSESSION: If Landlord is unable to deliver possession of Premises on Commencement Date,
such date shall be extended to the date on which possession is made available to Tenant.
However, the expiration date shall remain the same as specified in paragraph 2. If Landlord
is unable to deliver possession within 60 (or o                      ) calendar days after agreed Commencement Date, Tenant may
terminate this agreement by giving written notice to Landlord, and shall be refunded all Rent and security deposit paid.






	24.	 	TENANT’S OBLIGATIONS UPON VACATING PREMISES: Upon termination of agreement, Tenant shall:
(i) give Landlord all copies of all keys or opening devices to Premises, including any common areas; (ii) vacate Premises and surrender it
to Landlord empty of all persons and personal
property; (iii) vacate all parking and storage spaces; (iv) deliver Premises to Landlord in the
same condition as referenced in paragraph 11; (v) clean Premises; (vi) give written notice to Landlord of Tenant’s forwarding address; and,
(vii)                                         
                    
                                        
                                        
                                        
                    
                    
                    
                    
                    
          .
All improvements installed by Tenant, with or without Landlord’s consent, become the property
of Landlord upon termination. Landlord may nevertheless require Tenant to remove any such
improvement that did not exist at the time possession was made available to Tenant.






	25.	 	BREACH OF CONTRACT/EARLY TERMINATION: In event Tenant, prior to expiration of this agreement,
breaches any obligation in this agreement, abandons the premises, or gives notice of tenant’s intent to terminate this tenancy prior to its
expiration, in addition to any obligations established by paragraph 24, Tenant shall also be responsible for lost rent, rental commissions, advertising
expenses, and painting costs necessary to ready Premises for re-rental. Landlord may also recover from Tenant: (i) the worth, at the time of
award, of the unpaid Rent that had been earned at the time of termination; (ii) the worth, at the time of award, of the amount by which the unpaid Rent that
would have been earned after expiration until the time of award exceeds the amount of such rental loss the Tenant proves could have been reasonably
avoided; and (iii) the worth, at the time of award, of the amount by which the unpaid Rent for the balance of the term after the time of award exceeds
the amount of such rental loss that Tenant proves could be reasonably avoided. Landlord may elect to continue the tenancy in effect for so long as
Landlord does not terminate Tenant’s right to possession, by either written notice of termination of possession or by reletting the
Premises to another who takes possession, and Landlord may enforce all Landlord’s rights and
remedies under this agreement, including the right to recover the Rent as it becomes due.






	26.	 	DAMAGE TO PREMISES: If, by no fault of Tenant, Premises are totally or partially damaged or
destroyed by fire, earthquake, accident or other casualty, Landlord shall have the right to
restore the Premises by repair or rebuilding. If Landlord elects to repair or rebuild, and is
able to complete such restoration within 90 days from the date of damage, subject to terms of
this paragraph, this agreement shall remain in full force and effect. If Landlord is unable
to restore the Premises within this time, or if Landlord elects not to restore, then either
Landlord or Tenant may terminate this agreement by giving the other written notice. Rent
shall be abated as of the date of damage. The abated amount shall be the current monthly Base
Rent prorated on a 30-day basis. If this agreement is not terminated, and the damage is not
repaired, then Rent shall be reduced based on the extent to which the damage interferes with
Tenant’s reasonable use of Premises. If damage occurs as a result of an act of Tenant or
Tenant’s guests, only Landlord shall have the right of termination, and no reduction in Rent
shall be made.






	27.	 	HAZARDOUS MATERIALS: Tenant shall not use, store, generate, release or dispose of any
hazardous material on the Premises or the property of which the Premises are part. However,
Tenant is permitted to make use of such materials that are required to be used in the normal
course of Tenant’s business provided that Tenant complies with all applicable Laws related to
the hazardous materials. Tenant is responsible for the cost of removal and remediation, or
any clean-up of any contamination caused by Tenant.






	28.	 	CONDEMNATION: If all or part of the Premises is condemned for public use, either party may
terminate this agreement as of the date possession is given to the condemner. All
condemnation proceeds, exclusive of those allocated by the condemner to Tenant’s relocation
costs and trade fixtures, belong to Landlord.






	29.	 	INSURANCE: Tenant’s personal property, fixtures, equipment, inventory and vehicles are not
insured by Landlord against loss or damage due to fire, theft, vandalism, rain, water,
criminal or negligent acts of others, or any other cause. Tenant is to carry Tenant’s own
property insurance to protect Tenant from any such loss. In addition, Tenant shall carry liability insurance in an amount of
not less than $2,000,000. Tenant’s liability insurance shall name Landlord and Landlord’s agent as additional insured. Tenant, upon
Landlord’s request, shall provide Landlord with a certificate of insurance establishing Tenant’s compliance. Landlord shall maintain liability insurance
insuring Landlord, but not Tenant, in an amount of at least $2,000,000, plus property insurance in an amount sufficient to cover the replacement
cost of the property. Tenant is advised to carry business interruption insurance in an amount at least sufficient to cover Tenant’s complete
rental obligation to Landlord. Landlord is advised to obtain a policy of rental loss insurance.
Both Landlord and Tenant release each other, and waive their respective rights to subrogation
against each other, for loss or damage covered by insurance.





	 	 	 	 	 
	The copyright laws of the United States (Title 17 U.S. Code) forbid the
unauthorized reproduction of this form, or any portion thereof, by photocopy
machine or any other means, including facsimile or computerized formats.
Copyright © 1998-2001, CALIFORNIA ASSOCIATION OF REALTORS®,
INC. ALL RIGHTS RESERVED.

	 	Landlord and Tenant acknowledge receipt of a copy of this
page.
Landlord’s Initials (                    ) (                    )

  Tenant’s Initials (                    ) (                    )

	 	
	 
	 	 	 	 
	CL-11 REVISED 10/01 (PAGE 3 of 6)

	 	
  Reviewed by


  Broker or Designee    
                  Date
                       

	 	 








					
	 	 	 	 	 
	 
	 	COMMERCIAL LEASE AGREEMENT (CL-11 PAGE 3 OF 6)
	 	fd.zfx





 









 








	 	 	 	 	 	 	 
	Premises:

	 	 	 	Date	 	 
	 

	 	 
	 	 	 	 






	30.	 	TENANCY STATEMENT (ESTOPPEL CERTIFICATE): Tenant shall execute and return a tenancy
statement (estoppel certificate), delivered to Tenant by Landlord or Landlord’s agent, within 3 days after its receipt. The tenancy statement
shall acknowledge that this agreement is unmodified and in full force, or in full force as modified, and state the modifications. Failure to comply
with this requirement: (i) shall be deemed Tenant’s acknowledgment that the tenancy statement is true and correct, and may be relied upon by a
prospective lender or purchaser; and (ii) may be treated (Illegible) Landlord as a material breach of this agreement. Tenant shall also prepare, execute, and
deliver to Landlord any financial statement (which will be held in confidence) reasonably
requested by a prospective lender or buyer.






	31.	 	LANDLORD’S TRANSFER: Tenant agrees that the transferee of Landlord’s interest shall be
substituted as Landlord under this agreement. Landlord will be released of any further
obligation to Tenant regarding the security deposit, only if the security deposit is returned
to Tenant upon such transfer, or if the security deposit is actually transferred to the
transferee. For all other obligations under this agreement, Landlord is released of any
further liability to Tenant, upon Landlord’s transfer.






	32.	 	SUBORDINATION: This agreement shall be subordinate to all existing liens and, at Landlord’s
option, the lien of any first deed of trust or first mortgage subsequently placed upon the
real property of which the Premises are a part, and to any advances made on the security of
the Premises, and to all renewals, modifications, consolidations, replacements, and
extensions. However, as to the lien of any deed of trust or mortgage entered into after
execution of this agreement, Tenant’s right to quiet possession of the Premises shall not be
disturbed if Tenant is not in default and so long as Tenant pays the Rent and observes and
performs all of the provisions of this agreement, unless this agreement is otherwise
terminated pursuant to its terms. If any mortgagee, trustee, or ground lessor elects to have
this agreement placed in a security position prior to the lien of a mortgage, deed of trust,
or ground lease, and gives written notice to Tenant, this agreement shall be deemed prior to
that mortgage, deed of trust, or ground lease, or the date of recording.






	33.	 	TENANT REPRESENTATIONS; CREDIT: Tenant warrants that all statements in Tenant’s financial
documents and rental application are accurate. Tenant authorizes Landlord and Broker(s) to
obtain Tenant’s credit report at time of application and periodically during tenancy in
connection with approval, modification, or enforcement of this agreement Landlord may cancel
this agreement: (i) before occupancy begins, upon disapproval of the credit report(s); or
(ii) at any time, upon discovering that information in Tenant’s application is false. A
negative credit report reflecting on Tenant’s record may be submitted to a credit reporting
agency, if Tenant fails to pay Rent or comply with any other obligation under this agreement.






	34.	 	DISPUTE RESOLUTION:






	 	A.	 	MEDIATION: Tenant and Landlord agree to mediate any dispute or claim arising between
them out of this agreement, or any resulting transaction,
before resorting to arbitration or court action, subject to paragraph 34B(2) below. Paragraphs
34B(2) and (3) apply whether or not the arbitration
provision is initialed. Mediation fees, if any, shall be divided equally among the parties
involved. If for any dispute or claim to which this paragraph
applies, any party commences an action without first attempting to resolve the matter through
mediation, or refuses to mediate after a request has
been made, then that party shall not be entitled to recover attorney fees, even if they would
otherwise be available to that party in any such action.
THIS MEDIATION PROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED.
	 
	 	B.	 	ARBITRATION OF DISPUTES: (1) Tenant and Landlord agree that any dispute or claim in
Law or equity arising between them out of this agreement or any resulting transaction, which is not settled
through mediation, shall be decided by neutral, binding arbitration, including and subject to
paragraphs 34B(2) and (3) below. The arbitrator shall be a retired judge or justice, or an attorney with at least 5
years of real estate transactional law experience, unless the parties mutually agree to a different arbitrator, who
shall render an award in accordance with substantive California Law. In all other respects, the arbitration
shall be conducted in accordance with Part III, Title 9 of the California Code of Civil Procedure. Judgment upon
the award of the arbitrator(s) may be entered in any court having jurisdiction. The parties shall have the
right to discovery in accordance with Code of Civil Procedure §1283.05.






(2) EXCLUSIONS FROM MEDIATION AND ARBITRATION: The following matters are excluded from
Mediation and Arbitration hereunder: (i) a judicial or non-judicial foreclosure or other action
or proceeding to enforce a deed of trust, mortgage, or installment land sale contract as
defined in Civil Code §2985; (ii) an unlawful detainer action; (iii) the fifing or enforcement
of a mechanic’s lien; (iv) any matter that is within the jurisdiction of a probate, small
claims, or bankruptcy court; and (v) an action for bodily injury or wrongful death, or for
latent or patent defects to which Code of Civil Procedure §337.1 or §337.15 applies. The filing
of a court action to enable the recording of a notice of pending action, for order of
attachment, receivership, injunction, or other provisional remedies, shall not constitute a
violation of the mediation and arbitration provisions.




(3) BROKERS: Tenant and Landlord agree to mediate and arbitrate disputes or claims involving
either or both Brokers, provided either or both Brokers shall have agreed to such mediation or
arbitration, prior to, or within a reasonable time after the dispute or claim is presented to
Brokers. Any election by either or both Brokers to participate in mediation or arbitration
shall not result in Brokers being deemed parties to the agreement.




     “NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING
OUT OF THE MATTERS INCLUDED IN THE ‘ARBITRATION OF DISPUTES’ PROVISION DECIDED BY NEUTRAL
ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS
TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU
ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE
SPECIFICALLY INCLUDED IN THE ‘ARBITRATION OF DISPUTES’ PROVISION. IF YOU REFUSE TO SUBMIT TO
ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE
AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION
PROVISION IS VOLUNTARY.”




     “WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING
OUT OF THE MATTERS INCLUDED IN THE ‘ARBITRATION OF DISPUTES’ PROVISION TO NEUTRAL ARBITRATION.”



	 	 	 
	 

	 	Landlord’s Initials                      /                         Tenant’s Initials
  
                   /                     





	 	 	 	 	 
	The copyright laws of the United States (Title 17 U.S. Code) forbid the
unauthorized reproduction of this form, or any portion thereof, by photocopy
machine or any other means, including facsimile or computerized formats.
Copyright © 1998-2001, CALIFORNIA ASSOCIATION OF REALTORS®,
INC. ALL RIGHTS RESERVED.

	 	Landlord and Tenant acknowledge receipt of a copy of this
page.
Landlord’s Initials (                    ) (                    )

  Tenant’s Initials (                    ) (                    )

	 	
	 
	 	 	 	 
	CL-11 REVISED 10/01 (PAGE 4 of 6)

	 	
  Reviewed by


  Broker or Designee    
                  Date
                       

	 	 







					
	 	 	 	 	 
	 
	 	COMMERCIAL LEASE AGREEMENT (CL-11 PAGE 4 OF 6)
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	Premises:

	 	 	 	Date	 	 
	 

	 	 
	 	 	 	 








	35.	 	JOINT AND INDIVIDUAL OBLIGATIONS: If there is more than one Tenant, each one shall be
individually and completely responsible for the
performance of all obligations of Tenant under this agreement, jointly with every other Tenant,
and individually, whether or not in possession.
	 
	36.	 	NOTICE: Notices may be served by mail facsimile or courier at the following address or
location, or at any other location subsequently designated:





	 	 	 	 	 	 	 	 	 
	 

	 	Landlord:
	 	P.A.N.D.A. Investments
	 	Tenant:
	 	Parke Industries







	 	 	Notice is deemed effective upon the earliest of the following: (i) personal receipt by either
party or their agent; (ii) written acknowledgement of notice; or (iii) 5 days after mailing
notice to such location by first class mail, postage pre-paid.
	 
	37.	 	WAIVER: The waiver of any breach shall not be construed as a continuing waiver of the same
breach or a waiver of any subsequent breach.
	 
	38.	 	INDEMNIFICATION: Tenant shall indemnify, defend and hold Landlord harmless from all claims,
disputes, litigation, judgments and attorney fees arising out of Tenant’s use of the
Premises.
	 
	39.	 	OTHER TERMS AND CONDITIONS/SUPPLEMENTS:                                                           
                                                
	 
	 	 	50% for Gas, Electric, Water and Fire
	 	 	50% for Cleaning
	 	 	33% of alarm
	 	 	Any repair to Air Conditioning, or plumbing upstairs will be the responsibility of Parke Industries.
	 	 	Plumbing issues on the Main line will be the responsibility of P.A.N.D.A Investments.
	 	 	Alarm repairs will be split equally.
	 
	 	 	The following ATTACHED supplements/exhibits are incorporated in this agreement:                                                    
        
    
	 
	 	 	  

	 
	40.	 	ATTORNEY FEES: In any action or proceeding arising out of this agreement, the prevailing
party between Landlord and Tenant shall be entitled to reasonable attorney fees and costs
from the non-prevailing Landlord or Tenant, except as provided in paragraph 34A.
	 
	41.	 	ENTIRE CONTRACT: Time is of the essence. All prior agreements between Landlord and Tenant are
incorporated in this agreement, which constitutes the entire contract. It is intended as a
final expression of the parties’ agreement, and may not be contradicted by evidence of any
prior agreement or contemporaneous oral agreement. The parties further intend that this
agreement constitutes the complete and exclusive statement of its terms, and that no extrinsic
evidence whatsoever may be introduced in any judicial or other proceeding, if any, involving
this agreement. Any provision of this agreement that is held to be invalid shall not affect
the validity or enforceability of any other provision in this agreement. This agreement shall
be binding upon, and inure to the benefit of, the heirs, assignees and successors to the
parties.
	 
	42.	 	BROKERAGE: Landlord and Tenant shall each pay to Broker(s) the fee agreed to, if any, in a
separate written agreement. Neither Tenant nor Landlord has utilized the services of, or for
any other reason owes compensation to, a licensed real estate broker (individual or
corporate), agent, finder, or other entity, other than as named in this agreement, in
connection with any act relating to the Premises, including, but not limited to, inquiries,
introductions, consultations, and negotiations leading to this agreement. Tenant and Landlord
each agree to indemnify, defend and hold harmless the other, and the Brokers specified
herein, and their agents, from and against any costs, expenses, or liability for compensation
claimed inconsistent with the warranty and representation in this paragraph 42.
	 
	43.	 	AGENCY CONFIRMATION: The following agency relationships are hereby confirmed for this
transaction:
	 
	 	 	Listing Agent:                                                              (Print Firm Name) is the agent of (check one):
	 
	 	 	o the Landlord exclusively; or     o both the Tenant and Landlord.
	 
	 	 	Selling Agent:                                                              (Print Firm Name) (if not same as Listing Agent) is the agent of (check one):
	 
	 	 	o the Tenant exclusively; or     o the Landlord exclusively; or o both the Tenant and Landlord.
	 
	 	 	Real Estate Brokers are not parties to the agreement between Tenant and Landlord.





	 	 	 	 	 
	The copyright laws of the United States (Title 17 U.S. Code) forbid the
unauthorized reproduction of this form, or any portion thereof, by photocopy
machine or any other means, including facsimile or computerized formats.
Copyright © 1998-2001, CALIFORNIA ASSOCIATION OF REALTORS®,
INC. ALL RIGHTS RESERVED.

	 	Landlord and Tenant acknowledge receipt of a copy of this
page.
Landlord’s Initials (                    ) (                    )

  Tenant’s Initials (                    ) (                    )

	 	
	 
	 	 	 	 
	CL-11 REVISED 10/01 (PAGE 5 of 6)

	 	
  Reviewed by


  Broker or Designee    
                  Date
                       

	 	 






					
	 	 	 	 	 
	 
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	Premises:

	 	 	 	Date	 	 
	 

	 	 
	 	 	 	 











Landlord and Tenant acknowledge and agree that Brokers: (i) do not guarantee the condition of
the Premises; (ii) cannot verify representations made by others; (iii) will not verify zoning
and land use restrictions; (iv) cannot provide legal or tax advice; (v) will not provide other
advice or information that exceeds the knowledge, education or experience required to
retain a real estate license. Furthermore, if Brokers are not also acting as Landlord in
this agreement, Brokers: (vi) do not decide what rental rate a Tenant should pay or
Landlord should accept; and (vii) do not decide upon the length or other terms of tenancy.
Landlord and Tenant agree that they will seek legal, tax, insurance, and other desired
assistance from appropriate professionals.







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tenant	 	Parke Industries	 	 	 	 	 	 	 	 	 	Date	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Daniel Parke	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(Print name)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Address	 	2247 Lindsay Way	 	 	 	 	 	City	 	Glendora	 	State	 	CA	 	Zip	 	 	91740	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tenant	 	 	 	 	 	 	 	 	 	Date	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	(Print name)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Address

	 	 
	 	 	 	 	 	 	 	City
	 	 	 	State
	 	CA
	 	Zip
	 	 	91740	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Landlord	 	P.A.N.D.A. Investments	 	 	 	 	 	 	 	Date	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(owner or agent with authority to enter into this agreement)	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Address	 	2247 Lindsay Way	 	 	 	City	 	Glendora	 	State	 	CA	 	Zip	 	 	91740	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Landlord

	 	 	 	 	 	 	 	 	 	 	 	 	 	Date	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	(owner or agent with authority to enter into this agreement)	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Address

	 	 	 	 	 	 	 	 	 	City
	 	 	 	State
	 	 	 	Zip	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Agency relationships are confirmed as above. Real estate brokers who are not also Landlord in this agreement are not a party to the agreement between Landlord and Tenant.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Real Estate Broker (Leasing Firm)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By (Agent)

	 	 	 	 	 	 	 	 	 	 	 	 	 	Date	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Address

	 	 	 	 	 	 	 	 	 	City
	 	 	 	State
	 	 	 	Zip	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telephone

	 	 	 	 	 	Fax
	 	 	 	 	 	E-mail	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Real Estate Broker (Listing Firm)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By (Agent)

	 	 	 	 	 	 	 	 	 	 	 	 	 	Date	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Address

	 	 	 	 	 	 	 	 	 	City
	 	 	 	State
	 	 	 	Zip	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Telephone

	 	 	 	 	 	Fax
	 	 	 	 	 	E-mail	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 




THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION
IS MADE AS TO THE LEGAL VALIDITY OR ADEQUACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE
PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL.



This form is available for use by the entire real estate industry. It is not intended to identify
the user as a REALTOR®. REALTOR® is a registered collective membership mark
which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics.





	 	 	 
	

	 	Published and Distributed by:

REAL ESTATE BUSINESS SERVICES, INC.

a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS®

525 South Virgil Avenue, Los Angeles, California 90020






	 	 	 	 	 
	CL-11 REVISED 10/01 (PAGE 6 of 6)

	 	
  Reviewed by


  Broker or Designee    
                  Date
                       

	 	






					
	 	 	 	 	 
	 
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	 	P.A.N.D.A.
Investments






Memo




	 	 	 
	To:

	 	Parke Industries
	 
	 	 
	From:

	 	Dan Parke
	 
	 	 
	Date:

	 	February 22, 2006
	 
	 	 
	Re:

	 	Addendum to Lease






 





PARKE INDUSTRIES




	 	 	 
	Office

	 	± 2800 sq ft
	 
	 	 
	Warehouse

	 	± 1200 sq ft
	 
	 	 
	Mezzanine

	 	± 1200 sq ft







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