SUBLEASE
This Sublease ("Sublease") is made this 1st day of July 2004 by
and between CYGNI CAPITAL LLC (formerly Mezzanine Associates LLC), a
California limited liability corporation with an address at 000
Xxxxxxx Xxxxxx Xx., Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, ("Sublessor"),
and Caneum, Inc., a Nevada corporation registered to do business in
California, with an address at 000 Xxxxxxx Xxxxxx Xx., Xxxxx 000,
Xxxxxxx Xxxxx, XX 00000 (the "Sublessee").
RECITALS
A. Sublandlord, as Tenant, is leasing from The Irvine Company,
("Landlord") those certain premises located at 000 Xxxxxxx Xxxxxx
Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx, specifically Suite 220
consisting of approximately 1,841 rentable square feet
("Premises") pursuant to that certain lease dated May 28th 2002
("Master Lease"), by and between THE IRVINE COMPANY ("Landlord"),
and Sublessor ("Tenant"). Subtenant acknowledges having received
and reviewed a copy of the Master Lease.
B. Sublandlord desires to lease to Subtenant and Subtenant desires
to lease from Sublandlord a portion of the Premises consisting of
approximately 130 rentable square feet (the "Sublease Premises")
identified as Offices "B", "D" and "E" as shown on Exhibit A
attached hereto, on the terms and conditions set forth in this
Sublease.
NOW, THEREFORE, the parties hereto agree as follows:
1. PREMISES
Sublandlord leases to Subtenant and Subtenant hires from
Sublandlord the Sublease Premises, together with the
appurtenances thereto in an "as is" condition.
2. INCORPORATION OF MASTER LEASE
This Sublease is subject to all of the terms and conditions of
the Master Lease and Subtenant hereby accepts, assumes and agrees
to perform all the obligations of Sublandlord as Tenant under the
Master Lease and all of the terms and conditions of this Sublease
(with each reference therein to Landlord and Tenant to be deemed
to refer to Sublandlord and Subtenant, respectively). Subtenant
shall not commit or permit to be committed on the Sublease
Premises any act or omission which shall violate any term or
condition of the Master Lease. In the event of the termination
for any reason of Sublandlord's interest as Tenant under the
Master Lease, then this Sublease shall terminate therewith
without any liability of Sublandlord to Subtenant; except that if
this Sublease terminates as a result of a default of one of the
parties hereto, whether under this Sublease, the Master Lease, or
both, the defaulting party shall be liable to the non-defaulting
party for all direct damages suffered by the non-defaulting party
resulting from such termination. In no event shall either party
be liable to the other for any indirect, special, incidental,
consequential or punitive damages, including lost profits, which
in any way arise out of or relate to this Sublease.
1
3. TERM
The term of this Sublease shall be from month to month commencing
on July 1, 2004.
4. USE
Subtenant shall use the Sublease Premises for general office and
for no other purpose.
5. RENTAL
(a) Subtenant shall pay to Sublandlord as rent for the Sublease
Premises, in advance, on the first day of each calendar
month of the term of this Sublease, without deduction,
offset, prior written notice or demand; in lawful money of
the United States, the sum outlined in paragraph 12 herein.
If the commencement and/or termination date is not the first
day of the month, a prorated monthly installment shall be
paid at the then current rate for the fractional month
during which the Sublease commences and/or terminates.
(b) Sublandlord acknowledges receipt from Subtenant, on the
execution hereof, of the sum of Five Hundred Dollars
($500.00) to be applied against rent for the first full
month of the term.
(c) Sublandlord does not require a security deposit from
Subtenant.
6. SURRENDER AT END OF TERM
Subtenant agrees to surrender the Sublease Premises on expiration
or earlier termination of the term hereof, in good condition and
repair, reasonable wear and tear excepted.
7. PARKING
All parking shall be subject to the terms and conditions of the
master lease. Subtenant shall contract and pay for parking
stalls on an as needed basis subject to the terms and conditions
of the Master Lease.
8. TENANT IMPROVEMENTS AND SIGNAGE
Sublessor shall provide keys to the premises and repaint the
suite to match existing. Subtenant shall pay for building
standard door and directory signage subject to the terms and
conditions of the lease.
9. LANDLORD'S WRITTEN CONSENT
This Sublease is conditioned upon and effective only upon
obtaining the written consent of Landlord.
2
10. NOTICES
All notices and demands of any kind required to be given by
Sublandlord or Subtenant hereunder shall be in writing and shall
be effective upon receipt.
11. INSURANCE
Insurance requirements pertaining to Sublandlord as Tenant under
Exhibit D of the Master Lease shall also apply to Subtenant.
12. BASE RENT
Subtenant shall pay to Sublandlord as Base Monthly Rent for the
Premises:
Base Rent Per Month
$1400.00
13. SIGNAGE
Subtenant will have signage outside office, at their own expense.
14. OPERATING EXPENSES
There shall be no operating expense pass throughs during the
sublease term.
SUBLANDLORD: SUBTENANT:
Cygni Capital LLC Caneum, Inc.
A California limited liability company A Nevada corporation
By: /s/ Xxxx Chess Xxxxx By: /s/ Xxxxxxx Xxxxx Mudan
Xxxx Chess Xxxxx, President Xxxxxxx Xxxxx Mudan, President
3