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EXHIBIT 10.1
AIRPORT TOWER PLAZA OFFICE BUILDING LEASE
1. PARTIES. This Lease, dated, for reference purposes only,
February 19, 2007,
is made by and between J.C. Brown Enterprises (herein called
"Landlord") and
Sionix Corporation a Nevada Corporation (herein called
"Tenant").
2. PREMISES. Landlord does hereby lease to Tenant and Tenant
hereby leases from
Landlord that certain office space (herein called "Premises")
described as Suite
306, 2082 Michelson Drive, Irvine, California 92612 said
Premises being agreed,
for the purpose of this Lease to have an area of approximately
1,994 square feet
of that certain Building known as Airport Tower Plaza.
Said Lease is subject to the terms, covenants, and conditions
herein set forth
and the Tenant covenants as a material part of the consideration
for this Lease
to keep and perform each and all of said terms, covenants, and
conditions by it
to be kept and performed and that this Lease is made upon the
condition of said
performance.
3. TERM. The term of this Lease shall be two (2) years,
commencing on the 1st
day of March 2007 and ending on the 28th day of February,
2009.
4. POSSESSION.
4.a. If the Landlord, for any reason whatsoever, cannot deliver
possession
of the said Premises to the Tenant at the commencement of the
term hereof, this
Lease shall not be void or voidable, nor shall Landlord be
liable to Tenant for
any loss or damage resulting therefrom, nor shall the expiration
date of the
above term be in any way extended, but in that event, all rent
shall be abated
during the period between the commencement of said term and the
time when
Landlord delivers possession.
4.b. In the event that Landlord shall permit Tenant to occupy
the Premises
prior to the commencement date of the term, such occupancy shall
be subject to
all the provisions of this Lease. Said early possession shall
not advance the
termination date hereinabove provided.
5. BASIC MONTHLY RENT.
5.a. Tenant agrees to pay to Landlord as rental, without prior
notice or
demand, for the Premises the sum of:
Four Thousand Six Hundred and no/100 ($4,600.00) Dollars subject
to adjustment
as hereinafter provided), on or before the first day of the
first full calendar
month of the term hereof and a like sum on or before the first
day of each and
every successive calendar month thereafter during the term
hereof, except that
the first month's rent shall be paid upon the execution hereof.
Rent for any
period during the term hereof which is for less than one (1)
month shall be a
prorated portion of the monthly installment herein, based upon a
thirty (30) day
month. Said rental shall be paid to Landlord, without deduction
or offset in
lawful money of the United States of America, which shall be
legal tender at the
time of payment at the Office of the Building, or to such other
person or at
such other place as Landlord may from time to time designate in
writing.
5.b. The monthly rental payable by Tenant shall be increased for
each year
of the term of this Lease commencing with the beginning of the
second Lease Year
by adjusting the Basic Monthly Rental reserved in Section 5.a.
to reflect any
increase in the cost of living, which adjustment shall be
determined as follows:
(i) At the beginning of each Lease Year, the then most
recently
published Consumer Price Index figure shall be determined and
the monthly rental
payable for the succeeding Lease Year shall be the Basic Monthly
Rental reserved
under Section 5.a. increased by the same percentage as the
percentage, if any,
by which the then most, recently published Consumer Price Index
figure shall
have increased over the Consumer Price Index figure for the
month in which the
term of this Lease commenced.
(ii) For the purposes of this Lease, the term "Consumer Price
Index"
shall refer to the "Consumer Price Index for All Urban Consumers
Los Angeles --
Anaheim -- Riverside Metropolitan Area (All items)" compiled by
the U.S.
Department of Labor, Bureau of Labor Statistics, based on 1982
as 100.
(iii) If the 1982 base of the Consumer Price Index should
hereafter
be changed, then the new base shall be converted to the base and
the base as so
converted shall be used. In the event that the Bureau shall
cease to publish the
Consumer Price Index, then the successor or most nearly
comparable index thereto
shall be used.
6. SECURITY DEPOSIT. Tenant has deposited with Landlord the sum
of Four Thousand
Six Hundred and no/100* ($4,600.00) Dollars. Said sum shall be
held by Landlord
as security for the faithful performance by Tenant of all the
terms, covenants,
and conditions of this Lease to be kept and performed by Tenant
during the term
hereof. If Tenant defaults with respect to any provision of this
Lease,
including, but not limited to the provisions relating to the
payment of rent,
Landlord may (but shall not be required to) use, apply or retain
all or any part
of this security deposit for the payment of any rent or any
other sum in
default, or for the payment of any amount which Landlord may
spend or become
obligated to spend by reason of Tenant's default, or to
compensate Landlord for
any other loss or damage which Landlord may suffer by reason of
Tenant's
default. If any portion of said deposit is so used or applied,
Tenant shall
within five (5) days after written demand therefore, deposit
cash with Landlord
in an amount sufficient to restore the security deposit to its
original amount
and Tenant's failure to do so shall be a material breach of this
Lease. Landlord
shall not be required to keep this security deposit separate
from its general
funds, and Tenant shall not be entitled to interest on such
deposit. If Tenant
shall fully and faithfully perform every provision of this Lease
to be performed
by it. the security deposit or any balance thereof shall he
returned to Tenant
(or, at Landlord's option, to the last assignee of Tenant's
interest hereunder)
at the expiration of the Lease term. in the event of termination
of Landlord's
interest in this Lease, Landlord shall transfer said deposit to
Landlord's
successor in interest. *Tenant to- receive credit for the
$1,850.00 Security
Deposit for Suite 304.
7. OPERATING EXPENSE ADJUSTMENT.
7.a. For the purpose of this Article 7, the following terms are
defined as
follows:
(i) Tenant's Percentage: That portion of the Building occupied
by
Tenant divided by the total square footage of the Building
available for
occupancy, which result is the following percentage: 6.5%.
(ii) Direct Expenses Base: The amount of the annual Direct
Expenses
which Landlord has included in the Basic Rent, which amount is
$11.39 per square
foot, for a total of $ 22.711.66 per year.
(iii) Direct Expenses: The term "Direct Expenses" shall
include:
(1) All real and personal property taxes and assessments
imposed by any governmental authority or agency on the Building
and the land on
which the Building is located (including a prorate portion of
any taxes levied
on any common areas); any assessments levied in lieu of taxes;
any
non-progressive tax on or measured by gross rentals received
from the rental of
space in the Building; and any other costs levied or assessed
by, or at the
direction of, any federal, state, or local government authority
in connection
with the use or occupancy of the Premises or the parking
facilities serving the
Premises; any tax on this transaction or any document to which
Tenant is a party
creating or transferring an interest in the Premises, and any
expenses,
including cost of attorneys or experts, reasonably incurred by
Landlord in
seeking reduction by the taxing authority of the
above-referenced taxes, less
tax refunds obtained as a result of an application for review
thereof; but shall
not include any net income, franchise, capital stock, estate or
inheritance
taxes.
(2) Operating costs consisting of costs incurred by Landlord
in maintaining and operating the Building, and the Building Land
Lease exclusive
of costs required to be capitalized for federal income tax
purposes, and
including (without limiting the generality of the foregoing) the
following: cost
of utilities, supplies and insurance, cost of services of
independent
contractors, managers and other suppliers, the fair rental value
of the Building
office, cost of compensation (including employment taxes and
fringe benefits) of
all persons who perform regular and recurring duties connected
with the
management, operation, maintenance, and repair of the Building,
its equipment,
parking facilities and the common areas, including, without
limitation,
engineers, janitors, foremen, floor waxers, window washers,
watchmen and
gardeners, but excluding persons performing services not
uniformly available to
or performed for substantially all Building tenants.
7.b. If Tenant's Percentage of the Direct Expenses paid or
incurred by
Landlord for any calendar year exceeds the Direct Expenses Base
included in
Tenant's rent, then Tenant shall pay such excess as additional
rent. As soon as
possible after the beginning of each calendar year, Landlord
shall give to
Tenant a statement of any additional rent payable by Tenant
hereunder for the
previous year, which shall be due and payable upon receipt. In
addition, for
each year after the first calendar year, or portion thereof,
Tenant shall pay
its percentage of Landlord's estimate of the amount by which
Direct Expenses for
that year shall exceed the Direct Expenses Base. This estimated
amount shall be
divided into twelve equal monthly installments. Tenant shall pay
to Landlord,
concurrently with the regular monthly rent payment next due
following the
receipt of such statement, an amount equal to one monthly
installment multiplied
by the number of months from January in the calendar year in
which said
statement is submitted to the month of such payment, both months
inclusive.
Subsequent installments shall be payable concurrently with the
regular monthly
rent payments for the balance of that calendar year and shall
continue until the
next calendar year's statement is rendered. If, in any calendar
year, Tenant's
Percentage of actual Direct Expenses is less than the estimate
for that year,
then upon receipt of Landlord's statements, any overpayment made
by Tenant on
the monthly installment basis shall be credited towards the next
monthly rent
falling due and the estimated monthly installments of Tenant's
Percentage of
Direct Expenses shall be adjusted to reflect such lower Direct
Expenses for the
most recent year.
7.c. Even though the term has expired and Tenant has vacated the
Premises,
when the final determination is made of Tenant's Percentage of
Direct Expenses
for the year in which this Lease terminates, Tenant shall
immediately pay any
increase due over the estimated expenses paid and, conversely,
any overpayment
made in the event said expenses decrease shall be rebated by
Landlord to Tenant.
8. USE. Tenant shall use the Premises for general office
purposes and shall not
use or permit the Premises to be used for any other purpose
without the prior
written consent of Landlord.
Tenant shall not do or permit anything to be done in or about
the Premises
nor bring or keep anything therein which will in any way
increase the existing
rate of or affect any fire or other insurance upon the Building
or any of its
contents, or cause cancellation of any insurance policy covering
said Building
or any part thereof or any of its contents. Tenant shall not do
or permit
anything to be done in or about the Premises which will in any
way obstruct or
interfere with the rights of other tenants or occupants of the
Building or
injure or annoy them or use or allow the Premises to be used for
any improper,
immoral, unlawful or objectionable purpose, nor shall Tenant
cause, maintain or
permit any nuisance in, on or about the Premises. Tenant shall
not commit or
suffer to be committed any waste in or upon the Premises.
9. COMPLIANCE WITH LAW. Tenant shall not use the Premises or
permit anything to
be done in or about the Premises which will in any way conflict
with any law,
statute, ordinance or governmental rule or regulation now in
force or which may
hereafter be enacted or promulgated. Tenant shall, at its sole
cost and expense,
promptly comply with all laws, statutes, ordinances and
governmental rules,
regulations or requirements now in force or which may hereafter
be in force, and
with the requirements of any board of fire insurance
underwriters or other
similar bodies now or hereafter constituted, relating to, or
affecting the
condition, use or occupancy of the Premises, excluding
structural changes not
related to or affected by Tenant's improvements or acts. The
judgement of any
court of competent jurisdiction or the admission of Tenant in
any action against
Tenant, whether Landlord be a party thereto or not, that Tenant
has violated any
law, statute, ordinance or governmental rule, regulation or
requirement, shall
be conclusive of that fact as between the Landlord and
Tenant.
10. ALTERATIONS AND ADDITIONS. Tenant shall not make or suffer
to be made any
alterations, additions or improvements to or of the Premises or
any part thereof
without the written consent of Landlord first had and obtained
and any
alterations, additions or improvements to or of said Premises,
including, but
not limited to, wall covering, paneling and built-in cabinet
work, but excepting
movable furniture and trade fixtures, shall on the expiration of
the term become
a part of the realty and belong to the Landlord and shall be
surrendered with
the Premises. In the event Landlord consents to the making of
any alterations,
additions or improvements to the Premises by Tenant, the same
shall be made by
Tenant at Tenant's sole cost and expense, and any contractor or
person selected
by Tenant to make the same must first be approved of in writing
by the Landlord.
Upon the expiration or sooner termination of the term hereof,
Tenant shall, upon
written demand by Landlord, given at least thirty (30) days
prior to the end of
the term, at Tenant's sole cost and expense, forthwith and with
all due
diligence remove any alterations, additions, or improvements
made by Tenant,
designated by Landlord to be removed, and Tenant shall,
forthwith and with all
due diligence at its sole cost and expense, repair any damage to
the Premises
caused by such removal.
11. REPAIRS.
11.a. By taking possession of the Premises, Tenant shall he
deemed to have
accepted the Premises as being in good, sanitary order,
condition and repair.
Tenant shall, at Tenant's sole cost and expense, keep the
Premises and every
part thereof in good condition and repair, damage thereto from
causes beyond the
reasonable control of Tenant and ordinary wear and tear
excepted. Tenant shall
upon the expiration or sooner termination of this Lease hereof
surrender the
Premises to the Landlord in good condition, ordinary wear and
tear and damage,
from causes beyond the reasonable control of Tenant excepted.
Except as
specifically provided in an addendum, if any, to this Lease,
Landlord shall have
no obligation whatsoever to alter, remodel, improve, repair,
decorate or paint
the Premises or any part thereof and the parties hereto affirm
that Landlord has
made no representations to Tenant respecting the condition of
the Premises or
the Building except as specifically herein set forth.
11.b. Notwithstanding the provisions of Article 11.a.
hereinabove,
Landlord shall repair and maintain the structural portions of
the Building,
including the basic plumbing, air conditioning, heating, and
electrical systems,
installed or furnished by Landlord, unless such maintenance and
repairs are
caused in part or in whole by the act, neglect, fault or
omission of any duty by
the Tenant, its agents, servants, employees or invitees, in
which case Tenant
shall pay to Landlord the reasonable cost of such maintenance
and repairs,
Landlord shall not be liable for any failure to make any such
repairs or to
perform any maintenance unless such failure shall persist for an
unreasonable
time after written notice of the need of such repairs or
maintenance is given to
Landlord by Tenant. Except as provided in Article 22 hereof,
there shall be no
abatement of rent and no liability of Landlord by reason of any
injury to or
interference with Tenant's business arising from the making of
any repairs,
alterations or improvements in or to any portion of the Building
or the Premises
or in or to fixtures, appurtenances and equipment therein.
Tenant waives the
right to make repairs at Landlord's expense under any law,
statute or ordinance
now or hereafter in effect.
12. LIENS. Tenant shall keep the Premises and the property in
which the Premises
are situated free from any liens arising out of any work
performed, materials
furnished or obligations incurred by Tenant. Landlord may
require, at Landlord's
sole option, that Tenant shall provide to Landlord, at Tenant's
sole cost and
expense, a lien and completion bond in an amount equal to one
and one-half
(11/2) times any and all estimated cost of any improvements,
additions, or
alterations in the Premises, to insure Landlord against any
liability for
mechanics' and materialmen's liens and to insure completion of
the work.
13. ASSIGNMENT AND SUBLETTING. Tenant shall not either
voluntarily or by
operation of law, assign, transfer, mortgage, pledge,
hypothecate or encumber
this Lease or any interest therein, and shall not sublet the
said Premises or
any part thereof, or any right or privilege appurtenant thereto,
or suffer any
other person (the employees, agents, servants and invitees of
Tenant excepted)
to occupy or use the said Premises, or any portion thereof,
without the written
consent of Landlord first had and obtained, which consent shall
not be
unreasonably withheld, and a consent to one assignment,
subletting, occupation
or use by any other person shall not be deemed to be a consent
to any subsequent
assignment, subletting occupation or use by another person. Any
such assignment
or subletting without such consent shall be void, and shall, at
the option of
the Landlord, constitute a default under this Lease.
14. HOLD HARMLESS. Tenant shall indemnify and hold harmless
Landlord against and
from any and all claims arising from Tenant's use of the
Premises for the
conduct of its business or from any activity, work, or other
thing done,
permitted or suffered by the Tenant in or about the Building,
and shall further
indemnify and hold harmless Landlord against and from any and
all claims arising
from any breach or default in the performance of any obligation
on Tenant's part
to be performed under the terms of this Lease, or arising from
any act or
negligence of the Tenant, or any officer, agent, employee,
guest, or invitee of
Tenant, and from all and against all cost, attorney's fees,
expenses and
liabilities incurred in or about any such claim or any action or
proceeding
brought thereon, and, in any case, action or proceeding be
brought against
Landlord by reason of any such claim, Tenant upon notice from
Landlord shall
defend the same at Tenant's expense by counsel reasonably
satisfactory to
Landlord. Tenant as a material part of the consideration to
Landlord hereby
assumes all risk of damage to property or injury to persons, in,
upon or about
the Premises, from any cause other than Landlord's negligence,
and Tenant hereby
waives all claims in respect thereof against Landlord.
Landlord or its agents shall not be liable for any damage to
property
entrusted to employees of the Building, nor for loss or damage
to
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