Preview | Sublease Agreement |

THIS SUBLEASE AGREEMENT (the Sublease) is made as of this 25th day of August, 2006 by and between Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation, whose principal business address is 17872 Cartwright Rd., Irvine, CA 92614 (Sublandlord) and Probe Manufacturing, Inc., a Nevada corporation, whose business address is 3050 Pullman St., Costa Mesa, CA 92626.

WHEREAS, pursuant to the terms of a certain lease dated March 31, 2000, as amended (the Master Lease), Sublandlord has leased certain real estate located in the city of Lake Forest, California, more particularly described in the Master Lease, together with the buildings and other improvements thereon all commonly known as 25242 Artic Ocean Drive (collectively, the Premises) from Braden Court Associates, a California general partnership, (the Landlord); and

WHEREAS, a copy of the Master Lease is attached hereto as Exhibit A and incorporated herein by reference; and

WHEREAS, Subtenant wishes to sublease a portion of the Premises from Sublandlord consisting of approximately 10,000 square feet located and described on the drawing attached hereto as Exhibit B (the Subleased Premises) and Sublandlord wishes to sublease the Subleased Premises to Subtenant, on the terms and conditions stated herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and in consideration of the mutual covenants herein contained, Sublandlord and Subtenant hereby agree as follows:

1.
Rental of Subleased Premises. Sublandlord, in consideration of the Rent to be paid and the covenants, promises and agreements to be performed by Subtenant, does hereby lease the Subleased Premises unto Subtenant and Subtenant hereby leases the Subleased Premises from Sublandlord.
2.
Term. The term of this Sublease shall commence on September 1, 2006 and shall continue until the Master Lease is terminated in accordance with the terms thereof (the Term), unless otherwise terminated sooner or extended longer as provided herein. Upon the expiration or termination of the term of this Sublease, Subtenant shall surrender the Subleased Premises to Sublandlord in as good condition and order as at the commencement of the Term, reasonable wear and tear excepted.
3.
Rent.   Subtenant shall pay to Sublandlord as Total Rent for the Subleased Premises during the Term, the monthly installments of eight thousand twenty seven ($8,027) Dollars per month ($.8027 per square foot per month), in advance, on the first day of each and every month during the Term hereof without any claim, defense, set-off or deduction whatsoever.   If Sublandlord pays higher Total Rent that $.8027 per square foot per month to it landlord, then Subtenants monthly rent will increase proportionately.   Moreover, Subtenant shall pay to Sublandlord as Additional Rent for the Subleased Premises during the Term hereof immediately upon demand therefore, all charges, costs, and sums required to be paid by Subtenant to Sublandlord under this Sublease.   Base Rent and Additional Rent is sometimes hereinafter collectively referred to as Rent.   Notwithstanding the foregoing, Subtenants obligation to pay the Rent shall be waived until such time that the total amount of Rent Credits (as defined in a certain Stock Subscription Agreement have been fully utilized by Subtenant.   Subtenant will pay Rent in cash to Sublandlord if the Stock Subscription Agrement is not consummated by September 30, 2006.

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