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EXHIBIT 10.1 AIRPORT TOWER PLAZA OFFICE BUILDING LEASE

Office Lease Agreement

EXHIBIT 10.1 AIRPORT TOWER PLAZA OFFICE BUILDING LEASE | Document Parties: JC Brown Enterprises | Sionix Corporation You are currently viewing:
This Office Lease Agreement involves

JC Brown Enterprises | Sionix Corporation

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Title: EXHIBIT 10.1 AIRPORT TOWER PLAZA OFFICE BUILDING LEASE
Date: 6/8/2007

EXHIBIT 10.1 AIRPORT TOWER PLAZA OFFICE BUILDING LEASE, Parties: jc brown enterprises , sionix corporation
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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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