EX-10.53 2 cirtran10ksb123105ex10-53.txt EXHIBIT 10.53 ================================================================================ Exhibit 10.53 WATT PLAZA OFFICE SUBLEASE 1. PARTIES: ------- THIS WATT PLAZA OFFICE SUBLEASE (this "Sublease") is made and entered into as of the 24 day of October, 2005 by and between FREDERICK R. WEISMAN PHILANTHROPIC FOUNDATION, formerly FREDERICK R. WEISMAN TRUST of 1991, an Irrevocable Trust, ("Sublessor"), and CIRTRAN CORPORATION, a Nevada Corporation ("Sublessee"), with reference to the following: Sublessor as Lessee, and 1875/1925 CENTURY PARK EAST COMPANY, a California general partnership ("Lessor"), as Lessor, entered into a Lease Agreement dated September 26, 1996. The Lease Agreement was subsequently amended by Amendment #1 between Lessee and Lessor dated June 26, 1997 and by Amendment #2 between Lessee and Lessor dated October 6, 1998 and by Amendment #3 between Lessee and Lessor dated July 13, 1999 and by Amendment #4 between Lessee and Lessor dated June 29, 2000 and by Amendment #5 between Lessee and Lessor dated July 12, 2001 and by Amendment #6 between Lessee and Lessor dated November 5, 2002. The Lease Agreement and Amendments 1, 2, 3, 4, 5 and 6 shall hereinafter collectively be known as the "Master Lease", a copy of which is attached hereto as Exhibit A and incorporated herein by reference. 2. PROVISIONS CONSTITUTING SUBLEASE: -------------------------------- This Sublease shall be of no force and effect unless and until the Lessor shall grant its consent in writing thereto. This Sublease is subject to all of the terms and conditions of the Master Lease except as specifically provided herein, and Sublessee shall assume and perform the obligations of Sublessor as Lessee in said Master Lease (with respect to the Premises, defined 1 in Paragraph 4 below, only), to the extent said obligations are not inconsistent with the terms and conditions of this Sublease. 3. MASTER LEASE PROVISIONS ----------------------- In cases of any conflicts between the terms of this Sublease and the terms of the Master Lease, the terms of this Sublease shall prevail. All terms and conditions of the Master Lease that are inconsistent with the terms and conditions of this Sublease are excluded from this Sublease, including, without limitation, Paragraphs 4, 5, and 20 (to the extent that said Paragraph 20 may negatively affect Sublessee's right to the quiet enjoyment, possession, and use of the Premises). All of the terms and conditions contained in the Master Lease that are not inconsistent with this Sublease are incorporated herein (with each reference therein to Lessor and Lessee to be deemed to refer to Sublessor and Sublessee), and, together with the terms and conditions set forth herein, shall constitute all of the terms and provisions of this Sublease. 4. PREMISES: --------- Sublessor leases to Sublessee and Sublessee leases from Sublessor, but not by way of assignment, those certain Premises constituting a portion of the 17th floor and containing approximately 2,362 square feet (rentable), designated as Suite 1790, as shown on the plan attached hereto as Exhibit B, in the building located at 1875 Century Park East, Los Angeles, California 90067 ("Premises"). Sublessee agrees to accept the Premises in an "as is" condition and Sublessor shall not be required to perform any work in the Premises at its expense unless otherwise herein provided. 2 5. TERM: ---- 5a. The term of this Sublease shall be for a period commencing on the date upon which Lessor shall grant its consent in writing to this Sublease ("Commencement Date"), and ending on October 31, 2007, unless sooner terminated pursuant to any provision hereof. 5b. Notwithstanding said Commencement Date, if for any reason Sublessor cannot deliver possession of the Premises to Sublessee on said date, Sublessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Sublease or the obligations of Sublessee hereunder or extend the term hereof, but in such case Sublessee shall not be obligated to pay rent until possession of the Premises is tendered to Sublessee; provided, however, that if Sublessor shall not have delivered possession of the Premises within ninety (90) days from said Commencement Date, Sublessee may, at Sublessee's option, by notice in writing to Sublessor within ten (10) days thereafter, cancel this Sublease. If this Sublease is cancelled as herein provided, Sublessor shall return any monies previously deposited by Sublessee and the parties shall be discharged from all obligations hereunder. 5c. In the event that Sublessor shall permit Sublessee to occupy the Premises prior to the Commencement Date of the term, such occupancy shall be subject to all of the provisions of this Sublease. Said early possession shall not advance the termination date of this Sublease. 5d. In the event of the termination of Sublessor's interest as Lessee under the Master Lease by Sublessor's default, Sublessor agrees to ensure that Sublessee's right to quiet enjoyment of the Premises is not interrupted or violated, and specifically agrees, without limitation, upon such termination by default, to pay all costs of moving, alternative lease space selected by Sublessee (in its reasonable but sole discretion), and all other damages suffered by Sublessee in the event that Lessor requires Sublessee to vacate the 3 Premises or takes any other action against Sublessee that would violate Sublessee's right to quiet enjoyment of the Premises. 6. RENT: ---- 6a. Basic Rent: Sublessee shall pay to Sublessor as basic rent for the Premises an equal monthly installment of Four Thousand, Four Hundred and Eighty-Seven Dollars and Eighty Cents ($4,487.80), in advance, on the first day of each month of the term hereof, except that, the rent for the first month of the sublease term shall be due and payable upon Sublessee's execution of this Sublease agreement hereof. Rent for any period during the term hereof which is for less than one month shall be a pro rata portion of the monthly installment. Rent shall be payable without notice or demand and without any deduction, offset, or abatement in lawful money of the United States of America to Sublessor at the address stated herein or to such other person or at such other places as Sublessor may designate in writing. 6b. Rent Adjustment: Sublessee shall not be obligated to pay any additional rent, fees, or charges throughout the term of this Sublease (except in the event of Sublessee's default as provided herein). This is a full service gross Sublease. As a result, notwithstanding anything else contained in this Sublease, Sublessee shall not be obligated to pay any of the costs customarily paid by a Sublessor, including, without limitation, all utilities, taxes, common area maintenance, maintenance of the Premises or janitorial service incurred in connection with its use of the Premises when such services are being used during normal business hours as defined by Exhibit "C" of the Master Lease. Any usage of HVAC or other utilities or building services outside said normal business hours shall be paid for by Sublessee. Further, all costs incurred by Sublessee's usage of the building services (including cost for security services and usage 4 of the elevator outside of normal business hours) for moving into and out of the building, if any, shall be paid for by Sublessee. In addition, this Sublease shall not be construed to require Sublessee, under any circumstances, to furnish any services or facilities or to make any improvements, repairs or alterations of any kind in, on or to the Premises. 6c. Rent Abatement: Sublessee shall have one (1) month of rent abatement which shall be during month two (2) of said sublease term. 7. SECURITY DEPOSIT: ----------------- Sublessee shall deposit with Sublessor upon execution hereof the sum of Four Thousand, Four Hundred and Eighty-Seven Dollars and Eighty Cents ($4,487.80) as Security Deposit for Sublessee's faithful performance of Sublessee's obligations hereunder. If Sublessee fails to pay rent or other charges due hereunder, or otherwise defaults with respect to any provision of this Sublease, Sublessor may use, apply or retain all or any portion of said deposit for the payment of any rent or other charge in default or for the payment of any other sum to which Sublessor may become obligated by reason of Sublessee's default, or to compensate Sublessor for any loss or damage which Sublessor may suffer thereby. If Sublessor so uses or applies all or any portion of said deposit, Sublessee shall, within ten (10) days after written demand, deposit cash with Sublessor in an amount sufficient to restore said deposit to the full amount hereinabove stated, and Sublessee's failure to do so shall be a breach of the Sublease, and Sublessor may at its option terminate this Sublease. Within ten (10) days after the expiration of the term hereof, on the condition that Sublessee has vacated the Premises and has fully and faithfully performed every provision of this Sublease to be performed by it, the security deposit or any balance thereof, together, shall be returned to Sublessee (or, at Sublessor's option, to the last assignee, if any, of Sublessee's interest hereunder). 5 8. PARKING: ------- Sublessor hereby grants to Sublessee for its own use its seven (7) unassigned parking spaces in the Building of which the Premises form a part, which Sublessee may rent at parking rates as charged by the parking garage operator and subject to the parking agreement of the Master Lease. 9. USE: --- The Premises shall be used and occupied for general office use consistent with the character of a first class office building. 10. SIGNAGE: -------- Sublessee shall have the right to place a building-standard plaque on or near the entrance to the Premises, and shall have rights identical to those of Sublessor as to signage. The cost of producing and installing Sublessee's building-standard plaque shall be paid for by Sublessee. 11. DEFAULT: -------- 11a. General Provisions. In the event of default by Sublessee in the payment of rents or in the performance of any other terms and conditions of this Sublease, Sublessor shall have, in addition to whatever other rights and remedies it may have at law or in equity, those rights and remedies that the Lessor has against Sublessor as Lessee under the Master Lease that are not inconsistent with the terms and conditions of this Sublease. 11b. Written Notice of Default. Notwithstanding anything else contained herein or in Section 11a., if Sublessee shall default in the payment of the Rent or other payments due hereunder, if any, or under any other term or provision of this Sublease, Sublessor shall provide written notice of such default to Sublessee pursuant to Section 13 herein, and shall grant Sublessee ten (10) days, per Paragraph 17.1 (b) of the Master Lease, to cure the default 6 from the date of delivery of this written notice; provided, that if the nature of Sublessee's default is such that it cannot be cured solely by the payment of money and that more than ten (10) days are reasonably required for its cure, then Sublessor shall grant Sublessee additional time to cure, pursuant to Paragraph 17.1 (b) of the Master Lease. 12. ASSIGNMENT AND SUBLETTING: -------------------------- Neither Sublessee nor Sublessor shall assign this Sublease or any interest therein or further sublet any portion of the Premises or any right or privilege appurtenant thereto without the Lessor's consent first had and obtained. 13. NOTICE: ------ Any notice required and permitted to be given hereunder must be in writing and may be given by personal delivery or by mail, and if given by mail shall be deemed sufficiently given if sent by registered or certified mail addressed to Sublessee at the Premises or Sublessee's corporate office located at 4125 South 6000 West, West Valley City, Utah 84128 (Attention: Mr. Iehab J. Hawatmeh), and Sublessor at 265 North Carolwood Drive, Los Angeles, CA 90077 (Attention: Mr. Steve Arnold). Either party may by written notice to the other specify a different address for notice purposes except that the Sublessor may in any event use the Premises as Sublessee's address for notice purposes. 14. COMMISSION: ---------- Upon full execution of this Sublease by all parties and receipt of Sublessee's prepaid rent and security deposit and written approval and consent of Landlord, Sublessor shall pay Pacific Commercial Realty a real estate commission in the amount agreed to in a separate written agreement. [Signatures on following pages] 7 Dated this 24 day of October, 2005 ---- SUBLESSEE Address: CIRTRAN CORPORATION, a Nevada Corporation 4125 South 6000 West West Valley City, Utah 84128 By: /s/ Iehab Hawatmeh Name: Iehab J. Hawatmeh Title: President and CEO SUBLESSOR Steve Arnold, acting as Treasurer of the FREDERICK R. WEISMAN PHILANTHROPIC FOUNDATION, Address: formerly FREDERICK R. WEISMAN TRUST of 1991, an Irrevocable Trust 265 N. Carolwood Drive Los Angeles, CA 90077 By: /s/ Steve Arnold Name: Mr. Steve Arnold Title: Treasurer 8