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SUBLEASE AGREEMENT
This SUBLEASE AGREEMENT ("Sublease") is made this ___14_ day of __July____,
2003, by and between Mammoth Moving Inc. , a California Corporation
("Tenant") and NeWave, Inc, a Nevada corporation ("Subtenant").
R E C I T A L S :
A. Mammoth Moving, Inc., a California corporation ("Landlord"), as
landlord, and Tenant, as tenant, executed a lease dated ______________, 19__
(the "Master Lease"), with regard to certain office space commonly known as
, Suite ______, , California (the "Premises). A copy of the
Master Lease, including all amendments thereto, is attached hereto as Exhibit
"A".
B. Tenant desires to sublease to Subtenant a portion of the Premises as
depicted on Exhibit "B" attached hereto (the "Subleased Premises"), and
Subtenant desires to lease the Subleased Premises from Tenant.
THEREFORE, Tenant and Subtenant agree as follows:
1. ASSUMPTION. Subtenant hereby expressly assumes and agrees to perform and
be bound by all covenants, conditions and obligations binding upon Tenant and
the Premises under the Master Lease with regard to the Subleased Premises. This
Sublease is expressly subject and subordinate to the Lease and all amendments
thereto and any mortgages or deeds of trust which encumber Landlord's interest
in the Premises.
2. RENT. Subtenant will pay to Tenant as rent for the Subleased Premises,
in advance on the first day of each calendar month of the term of this Sublease,
without deduction, offset, prior notice or demand, in lawful money of the United
States, the sum of two thousand three hundred and forty
Dollars ($__2340________). Receipt of two thousand three hundred and forty
Dollars ($_2340________) is hereby acknowledged by Tenant as rent for the first
month. Tenant will be responsible for the payment to Landlord of all Operating
Expenses and all other items of additional rent accruing under the Master Lease.
3. TERM. The term of this Sublease will be for a period of Month to
Month commencing on ___Aug 10____________, 2003_ and ending on
___n/a___________, 199_ (but in no event later than the termination date of the
Master Lease).
4. USE. Subtenant will use the Subleased Premises for __Storage shipping &
receiving______ which is a permitted use described in the Master Lease, and
Subtenant will otherwise use the Subleased Premises in compliance with all of
the terms of the Master Lease and for no other purpose.
5. NO RELEASE. This Sublease will in no way release Tenant from any
obligation or covenant of Tenant as tenant under the Master Lease.
6. SECURITY DEPOSIT. Subtenant will deposit with Tenant upon execution
hereof two thousand dollars Dollars ($__2000________) as
security for Subtenant's faithful performance of Subtenant's obligations
hereunder. Tenant may deal with the Security Deposit in accordance with the
unmodified terms and provisions of the Master Lease which relate to a security
deposit.
7. CONDITION OF PREMISES. Subtenant accepts the Subleased Premises in its
condition existing as of the date of the execution of this Sublease, subject to
the Master Lease and all applicable zoning, municipal, county and state laws,
ordinances and regulations governing and regulating the use of the Premises.
Subtenant acknowledges that neither Tenant nor Landlord nor any of their agents
or employees have made any representations or warranties as to the suitability
of the Subleased Premises for the conduct of Subtenant's business.
8. CONSTRUCTION. The terms, conditions and respective obligations of Tenant
and Subtenant to each other under this Sublease will be the terms, conditions
and obligations contained in the Master Lease, except for those provisions of
the Master Lease which are directly contradicted by the provisions of this
Sublease, in which event, the terms of this Sublease will control over the terms
of the Master Lease as between Tenant and Subtenant only. In all other
respects, the terms of the Master Lease will control. Accordingly, for the
purposes of this Sublease, wherever in the Master Lease the term "Landlord" is
used, it will be deemed to mean the Tenant herein, and wherever in the Master
Lease the term "Tenant" is used, it will be deemed to mean the Subtenant herein.
9. ATTORNMENT. If Tenant defaults in its obligations under the Master Lease
or the Master Lease terminates for any reason including, without limitation, a
voluntary surrender by Tenant or any reentry or repossession of the Premises by
Landlord, Landlord may terminate this Sublease or, at Landlord's option and
without being obligated to do so, Landlord may require Subtenant to attorn to
Landlord and, in the event Landlord exercises such option, Subtenant does hereby
attorn to Landlord and agrees to perform its obligations under this Sublease
directly to Landlord, in which event Landlord will take over all right, title
and interest of Tenant under this Sublease from the time of the exercise of such
option through the expiration or earlier termination of the term of this
Sublease. In the event of any such assumption of this Sublease by Landlord and
attornment by Subtenant, Landlord will not (i) be liable for any prepaid rents
or security deposit paid by Subtenant to Tenant, (ii) be liable for any previous
acts, omissions or defaults of Tenant under this Sublease; (iii) be subject to
any defense or offset previously accrued in favor of Subtenant against Tenant;
or (iv) be bound by any modification of this Sublease made without Landlord's
written consent.
10. PARKING. Provided Subtenant is not in default hereunder, and provided
further that Tenant is not in default under the Master Lease, Subtenant will
have a license to use _____ of the reserved and _____ of the unreserved parking
spaces which Tenant is licensed to use, pursuant to and in accordance with the
terms of the Master Lease relative to parking; provided, however, Subtenant will
pay directly to Landlord or Landlord's parking operator the monthly rental
charges for such parking spaces at the rates set forth in the Master Lease as a
condition to Subtenant's continued use of such parking spaces.
11. FURTHER ASSIGNMENT. Subtenant will not further sublease the Subleased
Premises or any portion thereof or assign any of its rights or delegate any of
its duties under this Sublease, without first obtaining the prior written
consent of Tenant and Landlord.
12. INSURANCE. Subtenant will, during the entire term of this Sublease,
carry all insurance policies required to be carried by Tenant under the Master
Lease in accordance with the terms of the Master Lease, but where Tenant is
required to be named as an additional insured, Landlord and its mortgagees will
also be named as additional insureds.
13. RULES. Attached hereto and incorporated herein as Exhibit "C" may be
additional rules and regulations which will govern Subtenant's use of the
Subleased Premises, parking areas and the remainder of the Development of which
the Subleased Premises are a part, and the term "Landlord" as used in such rules
and regulations shall be deemed to mean the Tenant herein, and the term "Tenant"
shall be deemed to mean the Subtenant herein. To the extent such rules and
regulations are inconsistent or conflict with any rules and regulations attached
to the Master Lease, the more restrictive rules and regulations will prevail and
control.
IN WITNESS WHEREOF, Tenant and Subtenant have executed this Sublease as of the
date first written above.
Tenant: Mamonthing Moiving Inc. Subtenant:
/s/ Xxxxx Xxxxx /s/ Xxxxxxx Xxxx
Xxxxx Xxxxx Xxxxxxx Xxxx
GUARANTOR(S) OF THE MASTER LEASE:
The undersigned Landlord under the Master Lease attached hereto as Exhibit "A"
hereby consents to the subletting of the Premises described herein on the terms
and conditions contained in this Sublease. This consent applies only to this
Sublease and is not to be deemed to be a consent to any other sublease or
assignment.
EXHIBIT "A"
-----------
MASTER LEASE AND ALL AMENDMENTS
[To Be Supplied]
EXHIBIT "B"
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DEPICTION OF SUBLEASED PREMISES
[To Be Supplied]
Premises to be rented to consist of approximately 2000 sq. feet of interior
warehouse space located just east of the west loading dock at 000 Xxxxx Xxx
Xxxxxxxx, Xxxxxx, xxx XX. 00000. Space to be determined by measurement of 1'
outside interior fencing to outside wall. Space to be provided at $.90 plus $.14
NNN approximately. If in the event tenant needs to expand space the same rate
will apply.
Sub-landlord will provide fencing to separate area for tenant's storage space.
Tenant will provide all other build outs at his expense. Tenant responsible for
all removal of build out at termination of lease.
EXHIBIT "C"
-----------
ADDITIONAL RULES AND REGULATIONS
[To Be Supplied]
1. Parking limited to 4 vehicles in a designated area during working hours.
2. No Smoking in any building and if smoking is to be allowed it will be in a
designated area only.
CONSENT OF LANDLORD TO SUBLEASE
, a ("Landlord"),
the landlord under that certain lease ("Master Lease") dated _________________,
entered into by and between Landlord and , a
("Tenant"), whereby Tenant, as the tenant, leased suite _________ in that
certain building located at in ,
California (the "Premises"), hereby consents to the sublease ("Sublease") of the
Premises by Tenant to , a
Notwithstanding the foregoing, it is a condition to Landlord's consent to the
Sublease that Subtenant's occupancy of the Premises and any Sublease Agreement
are subject to the following: (i) Subtenant's occupancy of the Premises and any
Sublease Agreement will be subject and subordinate to the Master Lease and to
all mortgages which are secured, in whole or in part, by the Premises; (ii)
Landlord may enforce the provisions of the Sublease Agreement, if any, including
collection of rent directly from Subtenant; (iii) in the event of termination of
the Master Lease for any reason whatsoever, including, without limitation, a
voluntary surrender by Tenant, or any default by Tenant, or in the event of any
re-entry or repossession of the Premises by Landlord, Landlord may, at its
option, either (a) terminate the Sublease Agreement and Subtenant's occupancy of
the Premises, or (b) take over all of the right, title and interest of Tenant,
as sublandlord, under the Sublease Agreement, in which case the Subtenant will
attorn to Landlord, but that nevertheless Landlord will not (1) be liable for
any previous act or omission of Tenant under the Sublease, (2) be subject to any
defense or offset previously accrued in favor of the Subtenant against Tenant,
or (3) be bound by any previous prepayment by Subtenant of more than one month's
rent.
This Consent of Landlord has been executed this _____ day of ______________,
19__.
,
a
By:
Its:
The undersigned Tenant and Subtenant referred to hereinabove hereby
acknowledge and accept the conditions of Landlord's consent to the Sublease as
described hereinabove.
