Exhibit 10.11


 


	
  

  	
   

  	
  SUBLEASE

   

  CB RICHARD ELLIS, INC.

  BROKERAGE
  AND MANAGEMENT

  LICENSED
  REAL ESTATE BROKER

  



 


1.                   PARTIES


This Sublease, dated September
27, 2005, is made between Corvel Corporation (“Sublessor”), and GenuTec
Business Solutions, Inc. (“Sublessee”).


 


2.                   MASTER LEASE.


Sublessor is the lessee under
a written lease dated August    , 2000, wherein Corvel Corporation (“Lessor”) leased to Sublessor the real
property located in the City of Laguna Niguel, County of Orange, State of California, described as 28202 Cubot Road, Suit 650 (“Master Premises”). Said Lease has been amended by the following
amendments First, Second and Third said lease and amendment are herein
collectively referred to as the “Master Lease” and are attached hereto as
Exhibit “A”, Exhibit “B” shall include additional terms of the sublease and
Exhibit “C” is the floor plan.


 


3.                   PREMISES.


Sublessor hereby subleases to
Sublessee on the terms and conditions set forth in this Sublease the following
portion of the Master
Premises (“Premises”): 10,693 Rentable Square Feet.


 


4.                   WARRANTY
BY SUBLESSOR.


Sublessor warrants and
represents to Sublessee that the Master Lease has not been amended or modified
except as expressly set forth
herein, that Sublessor is not now, and as of the commencement of the Term
hereof will not be, in default or breach of any of the provisions of the Master Lease, and that
Sublessor has no knowledge of any claim by Lessor that Sublessor is in default
or breach of any of the
provisions of the Master Lease.


 


5.                   TERM.


The term of this Sublease
shall commence on November 1, 2005 (but in no event prior to Landlord’s consent
– see Paragraph  15
herein), (Commencement Date”), or when Lessor consents to this Sublease (if
such consent is required under the Master Lease), whichever shall last occur, and end on December 31, 2009 (“Termination
Date”), unless otherwise sooner terminated in accordance with the provisions of this Sublease. In the event the
Term commences on a date other than the Commencement Date. Sublessor and
Sublessee shall execute a memorandum setting forth the actual date of
commencement of the Term. Possession
of the Premises (“Possession”) shall be delivered to Sublessee on the
commencement of the Term. If for any reason Sublessor does not deliver
Possession to Sublessee on the commencement of the Term, Sublessor shall not be
subject to any liability for such failure, the Termination Date shall not be
extended by the delay, and the validity of this Sublease shall not be impaired, but rent shall abate until delivery
of Possession. Notwithstanding the foregoing, if Sublessor has not delivered Possession to Sublessee within thirty (30) days after the
Commencement Date, then at any time thereafter and before delivery of Possession.
Sublessee may give written notice to Sublessor of Sublessee’s intention to
cancel this Sublease. Said notice shall set forth an effective date for such cancellation which shall be at least
ten (10) days after delivery of said notice to Sublessor. If
Sublessor delivers Possession to Sublessee on or before such effective date,
this Sublease shall remain in full force and effect. If Sublessor fails to
deliver Possession to Sublessee on or before such effective date, this Sublease
shall be cancelled, in which case all consideration previously paid by Sublessee
to Sublessor on account of this Sublease shall be returned to Sublessee this
Sublease shall thereafter be of no further force or effect, and Sublessor shall
have no further liability to Sublessee on account of such delay or cancellation.
If Sublessor permits Sublessee to take Possession prior to the commencement of
the Term, such early Possession shall not advance the Termination Date and
shall be subject to the provisions of this Sublease, including without
limitation the payment of rent.


 


6.                   RENT.


6.1    Minimum Rent.  Sublessee
shall pay to Sublessor as minimum rent, without deduction, setoff, notice, or
demand, at 2010 Main Street,
Suite 600, Irvine, CA 92614 or at such other place as Sublessor shall designate
from time to time by notice to Sublessee,
the sum of Sixteen Thousand, Five Hundred Seventy-Four and 15/100 Dollars
($16,574.15) per month, in
advance on the first day of each month of the Term. Sublessee shall pay to
Sublessor upon execution of this Sublease
the sum of Sixteen Thousand, Five Hundred Seventy-Four and 15/100 Dollars ($16,574.15)
as rent for the month of November
2005. If the Term begins or ends on a day other than the first or last day of a
month, the rent for the partial months
shall be prorated on a per diem basis. Additional provisions:


 


Prior to November 1, 2005, Sublessee
shall pay an additional amount to Sublessor One Hundred Eighty Two Thousand
Dollars ($182,000) as part of the Terms and Conditions of the Sublease for F, F
& E and other concessions provided as part of the transaction.


 


6.2    Operating Costs. If
the Master Lease requires Sublessor to pay to Lessor all or a portion of the
expenses of operating the building and/or project of which the Premises are a
part (“Operating Costs”), including but not limited to taxes, utilities or


insurance, then Sublessee
shall pay to Sublessor as additional rent 100% above 2006 Base Year  percent (100%) of the amounts payable by Sublessor for
Operating Cost incurred during the Term. Such additional rent shall be payable as and when Operating Costs are payable
by Sublessor to Lessor. If the Master Lease provides for the payment by Sublessor of Operating Costs on the basis of
an estimate thereof, then as and when adjustments between estimated and actual Operating Costs
are made under the Master Lease, the obligations of Sublessor and Sublessee hereunder shall be adjusted in a like manner;
and if any such adjustment shall occur after the expiration or earlier
termination of the Term, then the
obligations of Sublessor and Sublessee under this Subsection 6.2 shall survive
such expiration or


 


1

















 


termination. Sublessor shall,
upon request by Sublessee, furnish Sublessee with copies of all statements
submitted by Lessor of
actual or estimated Operating Costs during the Term.


 


7.                   SECURITY
DEPOSIT.


Sublessee shall deposit with
Sublessor upon execution of this Sublease the sum of  Sixteen Thousand, Five Hundred Seventy-Four
and 15/100 Dollars ($16,574.15 as
security for Sublessee’s faithful performance of Sublessee’s obligations
hereunder (“Security Deposit”). If Sublessee fails to pay rent or other charges
when due under this Sublease, or fails to perform any of its other obligations
hereunder, Sublessor may use or
apply all or any portion of the Security Deposit for the payment of any rent or
other amount then due hereunder and unpaid, for the payment of any other sum for which Sublessor may become obligated by
reason of Sublessee’s default or breach, or for any loss or damage sustained by Sublessor as a
result of Sublessee’s default or breach. If Sublessor so uses any portion of
the Security Deposit, Sublessee shall, within ten (10) days after written
demand by Sublessor, restore the Security Deposit to the full amount originally deposited, and Sublessee’s
failure to do so shall constitute a default under this Sublease. Sublessor
shall not be required to keep the
Security Deposit separate from its general accounts, and shall have no
obligation or liability for payment of Interest on the Security Deposit. In the event Sublessor assigns its interest
in this Sublease, Sublessor shall deliver to its assignee so much of the Security Deposit as is then
held by Sublessor. Within ten (10) days after the Term has expired, or
Sublessee has vacated the
Premises, or any final adjustment pursuant to Subsection 6.2 hereof has been
made, whichever shall last occur, and provided Sublessee is not then in default
of any of its obligations hereunder, the Security Deposit, or so much thereof
as had not theretofore been applied by Sublessor, shall be returned to
Sublessee or to the last assignee, if any, of Sublessee’s interest hereunder.


 


8.                   USE
OF PREMISES.


The Premises shall be used
and occupied only for General office purpose, and for no other use or purpose.


 


9.                   ASSIGNMENT
AND SUBLETTING.


Sublessee shall not assign
this Sublease or further sublet all or any part of the Premises without the
prior written consent of Sublessor
(and the consent of Lessor, if such is required under the terms of the
Master Lease)


 


10.            OTHER PROVISIONS OF SUBLEASE.


All applicable terms and conditions
of the Master Lease are incorporated into and made a part of this Sublease as if
Sublessor were the lessor thereunder. Sublessee the lessee thereunder, and the
Premises the Master Premises, except for the following: Sublessee shall have use of the existing
furniture in the Premises for the Sublease term. There shall be no charge for
said use. Parking shall be unreserved and at no charge and provided at a ratio
4:1000 rentable square feet (43 stalls total), and in no event more than
allotted in the Master Lease. Sublessee
assumes and agrees to perform the lessee’s obligations under the Master Lease
during the Term to the extent that such obligations are applicable to the Premises, except that the obligation
to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the
extent and in the amount rent is paid to Sublessor in accordance with Section 6
to this Sublease. Sublessee shall
not commit or suffer any act or omission that will violate any of the provisions
of the Master Lease. Sublessor shall exercise due diligence in attempting to
cause Lessor to perform its obligations under the Master Lease for the benefit
of Sublessee. If the Master Lease terminates, this Sublease shall terminate and
the parties shall be relieved of any further liability or obligation under this
Sublesse, provided however, that if the Master Lease terminates as a result of
a default or breach by Sublessor or
Sublessee under this Sublease
and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as
a result of such termination. Notwithstanding the foregoing, if the Master
Lease gives Sublessor any right
to terminate the Master Lease in the event of the partial or total damage,
destruction, or condemnation of the
Master Premises or the building or project of which the Master Premises are a
part, the exercise of such right by Sublessor shall not constitute a default or breach
hereunder.


 


11.            ATTORNEYS’ FEES.


If Sublessor, Sublessee, or
Broker shall commence an action against the other arising out of or in
connection with this Sublease, the prevailing party shall be entitled to recover its costs of suit and
reasonable attorney’s fees.


 


12.            AGENCY DISCLOSURE:


Sublessor and Sublessee each
warrant that they have dealt with no other real estate broker
in connection with this transaction except CS RICHARD ELLIS, INC., who represents Sublessor and Studley, Inc., who represents Sublessee in
the event that CB RICHARD ELLIS, INC. represents both Sublessor and Sublessee,
Sublessor and Sublessee hereby confirm that they were timely advised of the
dual representation and that they consent to the same, and that they do not
expect said broker to disclose to either of them the confidential information
of the other party.


 


13.            COMMISSION.


Upon execution of this
Sublease, and consent thereto by Lessor (if such consent is required under the
terms of the Master Lease), Sublessor shall pay Broker a real estate brokerage
commission in accordance with Sublessor’s contract with Broker for the
subleasing of the Premises, if any and otherwise in the amount of As per
separate agreement Dollars
($                ),
for services rendered in
effecting this Sublease. Broker is hereby made a third party beneficiary of
this Sublease for the purpose of enforcing its right to said commission.


 


14.            NOTICES.


All notices and demands which
may or are to be required or permitted to be given by either party on the other
hereunder shall be in writing. All notices and demands by the Sublessor to
Sublessee shall be sent by United States Mail, postage prepaid, addressed to
the Sublessee at the Premises, and to the address hereinbelow, or to such other
place as Sublessee may from time to time designate in a notice to the
Sublessor. All notices and demands by the Sublessee to Sublessor shall be sent
by United States Mail, postage prepaid, addressed to the Sublessor at the
address set forth herein, and to such other person or place as the Sublessor
may from time to time designate in a notice to the Sublessee.


 


 


To Sublessor: Corvel
Corporation, 2010 Main St. Ste. 600. Irvine, CA Attn: Mr. Richard Schweppe 


 


To Sublessee: GenuTec
Business Solutions. 28202 Cabot Rd., Ste. 650, Laguna Nigel, CA Attn: Mr. Lee
Danna. CEO 


 


2

















 


15.              CONSENT BY LESSOR


THIS SUBLEASE SHALL BE OF NO
FORCE OR EFFECT UNLESS CONSENTED TO BY LESSOR WITHIN 30 DAYS AFTER EXECUTION
HEREOF, IF SUCH CONSENT IS REQUIRED UNDER THE TERMS OF THE MASTER LEASE.


 


16.              COMPLIANCE


The parties hereto agree to comply
with all applicable federal, state and local laws, regulations, codes,
ordinance; and administrative orders having jurisdiction over the parties,
property or the subject matter of this Agreement, including, but not  limited to, the 1964 Civil Rights Act and all
amendments thereto, the Foreign Investment In Real Property Tax Act the Comprehensive Environmental Response
Compensation and Liability Act, and The Americans With Disabilities Act.


 


	
  Sublessor:

  	
  Corvel Corporation

  	
   

  	
  Sublessee:

  	
  GenuTec Business Solutions

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Richard Schweppe

  	
   

  	
  By:

  	
  Lee Danna

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Dir. Finance

  	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
  /s/ Lee Danna

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  9/28/05

  	
   

  	
  Date:

  	
   

  
							



 


LESSOR’S CONSENT TO SUBLEASE


The undersigned (“Lessor”), lessor under the Master Lease, hereby
consents to the foregoing Sublease without waiver
of any restriction. In the Master
Lease concerning further assignment or subletting. Lessor certifies that, as of
the date of Lessor’s execution hereof. Sublessor is not in default or breach of
any of the provisions; of the Master lease, and that the Master Lease has not
been amended or modified except
as expressly set forth in the
foregoing Sublease.


 


	
  Lessor:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
					



 


CONSULT YOUR ADVISORS- This document has been prepared for approval by
your attorney. No representation or recommendation is made by CB Richard Ellis
as to the legal sufficiency or tax consequences of this document or the
transaction to which it relates. These are questions for your attorney.


 


In any real estate transaction, it is recommended that you consult with
a professional, such as a civil engineer, industrial hygienist or other person
with experience in evaluating the condition of the property, including the
possible presence of asbestos, hazardous materials and underground storage
tanks.


 


3

















 


Exhibit “B”


 


1.                                       Subject to terms of the Master Lease,
Sublessor agrees to cooperate with Sublessee
in obtaining Landlord approval for any required alterations to the Premises and any such alterations shall be at
the sole cost of Sublessee.


 


	
   

  	
  Initial:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Sublessee

  	
  Sublessor

  



 

















 


EXHIBIT “C”


 


FLOOR PLAN OF NEW PREMISES


 





 


1