FIRST AMENDMENT TO LEASE
Exhibit
10.18
FIRST
AMENDMENT TO LEASE
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This
Lease("Lease"), dated for
reference purposes onlyAugust 28,
2008, is made by and between FKC Highland, LLC, a
Delaware limited liability company (“Landlord”) and Fortunet, Inc., a
Nevada corporation (“Tenant"),
(collectively the "Parties", or
individually a "Party").
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RECITALS
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A.
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Landlord
and Tenant are parties to that certain lease dated May 6, 2005
(collectively, the "Lease"). Pursuant to the Lease, Landlord
has leased to Tenant space currently containing approximately 21,922
+/
- rentable square feet (the “Premises”) described as 0000 Xxxxxxxx Xxxxx,
Xxxxxx X xxx X , Xxx Xxxxx, XX
00000 (the "Building").
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B.
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By
this Amendment, Landlord and Tenant desire to modify the Lease as provided
herein. The parties desire to extend the Term as provided
herein.
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NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual
covenants contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
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AGREEMENTS
1.
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2.
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BASE
RENT SCHEDULE. Monthly Base Rent shall be payable in advance on the first
day of each month, per paragraph 4.1 of the Master Lease in accordance
with the following schedule.
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3.
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PERSONAL
GUARANTEE. Provided Tenant is not then in default of the Lease,
that certain Personal Guarantee by Xxxx Xxxxx shall expire and be of no
further force and effect as of November 30,
2010.
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4.
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AUTHORITY
TO EXECUTE AGREEMENT. Each individual executing
this Amendment on behalf of a partnership, corporation or other
entity represent that he or she is duly authorized to execute and deliver
this Amendment on behalf of the corporation, partnership and/or
other entity and agrees to deliver evidence of his or her authority to
Landlord prior to the execution of this Amendment
.
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5.
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ENTIRE
AGREEMENT. This Amendment represents the entire agreement among
the parties with respect to the matters contained in this Amendment and
supersedes any prior negotiations, representations, or agreements, whether
written or oral, with respect to the subject matter contained herein.
Nothing in this Amendment shall be deemed to waive or modify any of the
provisions of the Lease, except as expressly stated
herein. This Amendment may be amended, modified, or altered
only by written instrument, signed by Landlord and
Tenant.
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6.
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INCONSISTENCIES. Except
as modified or amended herein, each and all of the terms, covenants and
conditions of the Lease are hereby ratified and confirmed and remain in
full force and effect. If there are any inconsistencies
between this Amendment and the Lease the provisions of this Amendment
shall prevail.
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7.
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LEGAL
ADVICE; NEUTRAL INTERPRETATION; HEADINGS. Each party has
received independent legal advice from their attorneys with respect to the
advisability of executing this Amendment and the meaning of the provisions
hereof. The provisions of this Amendment shall be construed as
to their fair meaning, and not for or against any party based upon any
attribution to such party as the source of the language in
question. Headings used in this Amendment are for convenience
of reference only and shall not be used in construing this
Amendment.
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8.
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JOINT
DRAFTING: The Amendment contained herein shall not be construed
in favor of or against either party, but shall be construed as if both
parties prepared this Amendment. Landlord and Tenant
acknowledge that they have been represented, or have had the opportunity
to be represented, by counsel of their own choice. Neither
Landlord nor Tenant is relying upon any legal advice from the other
party's counsel regarding the subject matter thereof. Both
parties acknowledge that they understand the terms and conditions of this
Amendment and the terms and conditions of all other documents and
agreements executed in connection herewith and that they sign the same
freely. Neither Landlord nor Tenant shall deny the
enforceability of any provision of this Amendment or any of the
other documents or agreements executed in connection herewith on
the basis that it did not have legal counsel or that it did not
understand any such term or condition. This Amendment and any
ambiguities or uncertainties contained in this Amendment shall be equally
and fairly interpreted for the benefit of and against all parties to this
Amendment and shall further be construed and interpreted without reference
to the identity of the party or parties preparing this document, it being
expressly understood and agreed that the parties hereto participated
equally in the negotiation and preparation of this Amendment or have had
equal opportunity to do so. Accordingly, the parties hereby
waive the legal effect of California Civil Code Section 1654 or any
successor and/or amended statute which in part states that in cases of
uncertainty, the language of the contract should be interpreted most
strongly against the party who caused the uncertainty to
exist. The captions used herein are for convenience only and
are not a part of this Amendment and do not in any way limit or
amplify the terms and provisions
hereof.
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9.
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CHOICE
OF LAW. This Amendment shall be governed by and construed in
accordance with the domestic laws of the State of Nevada applicable to
agreements executed and to be fully performed therein without giving
effect to any choice of law provision or rule (whether of the State of
Nevada or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Nevada. The
parties hereto agree that any suit, action or proceeding arising out of or
relating to this Amendment shall be instituted and prosecuted in the
Superior Court of Nevada located in San Bernardino County, and the
parties hereto irrevocably submit to the jurisdiction of said court and
waive any rights to object to or challenge the appropriateness of said
forum.
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10.
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SEVERABILITY. If
any term, covenant, condition or provision of this Amendment, or the
application thereof to any person or circumstance, shall to any extent be
held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, covenants, conditions or
provisions of this Amendment, or the application thereof to any person or
circumstance, shall remain in full force and effect and shall in no
way be affected, impaired or invalidated
thereby.
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12.
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RATIFICATION
OF LEASE: Except for the amended sections expressly contained
herein, all other terms and conditions of the
above-described Lease shall remain unchanged and in full force and
effect.
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13.
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IN
WITNESS WHEREOF, this Amendment has been executed
effective as of the day and year first above
written.
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Dated:
____________________________
LANDLORD:
FKC
HIGHLAND, LLC,
A
Delaware limited liability company
By: FKC,
LLC
A California limited liability
company,
Its sole member
By: Xxxxxxx
VI, Inc.,
A California
corporation,
Its managing
director
By: _____________________
Xxxxx X. Xxxxxxxx
Managing
Director
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Dated:
__________________________
TENANT:
FORUNET,
INC.,
a
Nevada Corporation
By: ____________________________
Print
Name: Xxxx
Xxxxx
Its: _____________________________
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