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EXHIBIT 10.28
ASSIGNMENT AND ASSUMPTION OF LEASE
This Assignment and Assumption of Lease ("Assignment") is made
and is
effective as of August 1, 2005, by and among Blue Concept, LLC,
a California
limited liability company (the "Assignor,"), Blue Holdings,
Inc., a California
corporation, (the "Assignee") and Melrose Edinburgh, LLC, a
California limited
liability company ("Landlord") and consented to by Paul Guez and
Elizabeth Guez,
both individually and as trustees of the Paul and Beth Guez
living Trust dated
February 13,1998 (collectively "Guarantor").
RECITALS
Landlord and Assignor, executed a Lease (as amended and
restated,
hereinafter referred to as the "Lease") dated as of March 16th,
2005;
By the terms of the Lease, a copy of which is attached to
this
Assignment as Exhibit A, the property located at and commonly
known as 8011 and
8013 Melrose Avenue as more particularly described in the Lease
was leased to
Assignor as Tenant for a term of ten (10) years, commencing on
May 16, 2005, and
ending on March 15, 2015, subject to earlier termination as
provided in the
Lease; and
Assignor now desires to assign the Lease to Assignee, and
Assignee
desires to accept the Lease's assignment and assume all of the
obligations of
Assignor, as tenant thereunder;
AGREEMENT
NOW THEREFORE, for and in consideration of the mutual
covenants
contained herein and for other good and valuable consideration,
the receipt of
which is hereby acknowledged, the parties hereby agree as
follows, effective as
of the Effective Date:
ASSIGNMENT
Assignor assigns and transfers to Assignee all of Assignor's
right,
title, and interest in and to the Lease attached to this
Assignment as Exhibit
A, and Assignee agrees to and does accept the assignment.
Assignee expressly
assumes and agrees to keep, perform, and fulfill all the terms,
covenants,
conditions, and obligations, required to be kept, performed, and
fulfilled by
Assignor as Tenant under the lease, including the making of all
payments due to
or payable on behalf of Landlord under the Lease when due and
payable. Assignor
exp
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