OFFICE SPACE SUBLEASE
Exhibit
10.6
This
office space sublease (the “Sublease”) is made between Quest Oil Corporation, a
Nevada corporation (“Tenant”) and Business Consulting Group Unlimited, Inc.
(“Sublessor”). This Sublease supercedes any and all previous sublease agreements
between Sublessor and Tenant which are hereby surrendered and terminated.
Recitals
A. Sublessor
leases, the building commonly identified as ▇▇▇ ▇▇▇
▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Premises”). The Premises shall include any
additional office location that Sublessor occupies at the time of the execution
of this Sublease or within 180 days thereafter.
B. Sublessor
desires to sublease certain office space and improvements (the “Office Space”)
situated within the Premises.
C. Tenant
desires to rent the Office Space.
D. The
Office Space shall include the following furnishings &
accessories:
1. Internet,
phone and fax systems, satellite T.V. connections, office furniture and all
office, storage, common restroom, kitchen and designated parking
areas.
NOW,
THEREFORE,
for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Sublessor and Tenant agree upon the terms and conditions set
forth
herein.
Section
1
Term
and Required Notice
(a) Sublessor
hereby subleases to Tenant, and Tenant hereby subleases from Sublessor the
Office Space commencing as of May 1, 2006 and expiring upon April 30, 2009.
Holding over by Tenant at the expiration of the Sublease Term shall create
a
month to month tenancy. All other terms and conditions herein shall remain
in
full force and effect.
Section
2
Rent,
Expenses and Payment
(a)
Tenant
agrees to pay to Sublessor without set-off, abatement, credit, deduction or
claim of off-set, monthly ("Rent") for the Office Space of five thousand dollars
($5,000) per month. Rent shall be payable in advance, on the first day of each
month during the Sublease Term, at the address of the Premises set forth above
or at such other address as Sublessor may from time to time designate by notice
to Tenant. In the event the Sublease Term commences or expires on any day other
than the first or last day of a month, respectively, then the Rent for such
month shall be prorated accordingly.
(b) In
addition to the payment of Rent, Tenant agrees to pay to Sublessor the following
office expenses which shall be itemized and calculated on a monthly basis by
Sublessor, including, but not limited to:
| 1. |
Phone;
|
| 2. |
Internet
connection;
|
| 3. |
Fax
charges including ink cartridges and
paper;
|
| 4. |
Satellite
T.V.;
|
| 5. |
Postage
& Overnight delivery;
|
| 6. |
Copying;
|
| 7. |
Electricity
(including HVAC);
|
| 8. |
Stationary
and office supplies; and
|
| 9. |
Cleaning
and janitorial.
|
Section
3
No
Assignment or Subletting
Tenant
shall not sublet the Premises, or any portion thereof, or assign this Sublease,
in whole or in part, without the prior written consent of
Sublessor.
Section
4
Lease
Provisions
Except
as
otherwise expressly herein provided or modified by this Sublease (including,
without limitation, the limitations on Tenant's monetary obligations under
this
Sublease), Tenant hereby assumes and agrees to fully adhere to, perform and
comply with the covenants, agreements, duties and obligations of the Lessee
under the rules and regulations of the master lease, attached as Exhibit A.
Each
of such covenants, agreements, duties and obligations is incorporated as if
fully rewritten herein.
Section
5
Condition
of Premises
Tenant
agrees and acknowledges that it is accepting the Office Space from Sublessor
in
its present condition and that Sublessor is not presently obligated to make
any
improvements for Tenant.
Section
6
Subordination
Tenant
acknowledges and agrees that this Sublease is, and at all times shall be,
expressly subordinate to the Lease, and all present or future (i) ground and
underlying leases of all or any portion of the Premises now or hereafter
existing, (ii) mortgages or trust deeds affecting all or any portion of the
Premises, (iii) advances under such mortgages or trust deeds and (iv) renewals,
modifications, replacements and extensions of any such leases, mortgages or
trust deeds.
Section
7
Indemnification
Tenant
hereby agrees to indemnify, defend and hold harmless Sublessor and its agents,
employees, officers, directors, attorneys, licensees, representatives, and
contractors harmless from and against any and all claims, actions, demands,
suits, losses, expenses (including attorney's fees), judgments and liabilities
arising out of or in any way relating to the operation of Tenant’s: business,
rental of the Office Space, breach of or failure to perform any of its
obligations hereunder, negligence or misconduct by Tenant or any of its
licensees, agents, officers, directors, employees, officers, directors,
attorneys or contractors. The scope of this indemnification, defense and hold
harmless obligation shall, at the indemnified party's option, include, but
not
be limited to, defense with attorneys satisfactory to such party, of any action,
suit, claim or proceeding that may be filed, instituted or brought against
the
indemnified party or to which such party may be made a party.
Section
8
Insurance
Tenant
shall not be required to provide insurance documentation.
Section
9
Notices
Any
notice, communication or demand required or permitted hereunder shall be in
writing and shall be given when personally delivered and receipted or deemed
given, whether or not actually received, two days after deposit in the United
States mail, by certified or registered mail, postage prepaid, return receipt
requested, in either case addressed to the party to receive such notice at
the
address shown below or such other address as such party may, by notice,
hereafter furnish to the other:
Sublessor: ▇▇▇
▇▇▇
▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tenant:
▇▇▇
▇▇▇
▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Section
10
Default
(a)
If
Tenant fails to perform any of the terms, covenants, agreements or conditions
on
its part to be performed under this Sublease and such failure continues
uncorrected for 3 days after notice thereof from Sublessor, unless otherwise
specified herein, this Sublease may be terminated by Sublessor at its option.
If
Sublessor exercises such right to terminate this Sublease, it shall be entitled
to receive all costs and expenses it incurs in connection with such
termination.
(b)
If at
any time or times, Tenant defaults in the payment of Rent and such default
continues for a period of 3 days after notice thereof to Tenant or if Tenant
defaults in the due and full observance or performance of any other covenant,
provision or condition herein required to be kept, performed or observed by
Tenant, and if any such default continues for a period of 3 days after written
notice to Tenant thereof, Sublessor may at any time during the continuance
of
such default by notice to Tenant, terminate this Sublease.
(c)
In
addition to the right to terminate this Sublease upon the occurrence of a
default hereunder and expiration of any applicable notice and cure periods,
the
non-defaulting party shall be entitled to pursue all available remedies at
law
or in equity, including, without limitation, injunctive relief.
Section
11
Conflicts
In
the
event of a conflict between the terms of this Sublease and the terms of the
Lease, the terms of this Sublease shall prevail.
Section
12
Parking
and Signage
(a) Tenant
and/or its employees or customers shall not park vehicles in Subleasor’s marked
“client” parking spaces in the front of the Premises.
(b) Tenant
shall not erect or display any signage or advertisement on or about the Office
Space or Premises.
Section
13
Miscellaneous
This
Sublease: (i) shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns; (ii) contains the entire
agreement of the parties with respect to the subject matter hereof; (iii) is
a
product of the joint negotiation and drafting of the parties hereto and shall
be
construed accordingly; (iv) shall be construed in accordance with the laws
of
the State of California and the venue for any action shall be San Diego County,
State of California. The invalidity or unenforceability of any provision hereof
shall not impair or invalidate the remainder of this Sublease; (v) may be
executed in several counterparts, in one or more separate documents, all of
which together shall constitute one of the same instrument, with the same force
and effect as though all the parties had executed the same document; and (vi)
shall not be limited by paragraph titles or captions contained herein which
are
inserted only as a matter of convenience and for reference, and in no way
define, limit, extend, or describe the scope of this Sublease.
IN
WITNESS WHEREOF,
the
parties hereto have executed this Sublease as of the date first above written.
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SUBLEASOR:
__________________________________
By:
Its:
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TENANT:
____________________________________
By:
Its:
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