MAKE YOUR FREE Consent to Sublease

CONSENT TO SUBLEASE

This Consent to Sublease (the "Consent") is made and entered into on (the Effective Date), by and between , of , , (the "Landlord") and of , , and of , , ((the "Tenant") and of , , (the "Subtenant"). The Landlord, Tenant, and Subtenant can be referred to individually as a Party or together as the Parties.

RECITALS

WHEREAS, the Landlord is the landlord at the premises located at , , (the "Premises").

WHEREAS, the Landlord and Tenant entered into a written lease agreement for the Premises, a copy of which is attached as Exhibit A, dated (the "Lease").

WHEREAS, the Tenant wishes to sublease its rights and obligations under the Lease to Subtenant, and the Subtenant wishes to accept the terms and conditions of the sublease agreement (the "Sublease"), a copy of which is attached as Exhibit B.

WHEREAS, the Landlord is willing to consent to the Sublease on the terms and conditions set forth in this Consent.

NOW THEREFORE, in consideration of the above recitals and mutual promises and benefits contained herein, the Parties agree to the following terms:

. CONSENT TO SUBLEASE. The Landlord consents to the terms and conditions as set forth in the Sublease. The Landlord's consent to the Sublease will not constitute consent to any additional or subsequent subleases or assignments of the Premises. The Tenant will provide the Landlord with a fully-executed copy of the Sublease to be included and made part of the Lease promptly after the execution of such.

. USE OF PREMISES. Except as otherwise provided in this Consent, the Subtenant will only use the Premises for a purpose consistent with the permitted use allowed in the Lease. Additionally, the Subtenant agrees to comply with all other applicable provisions of the Lease, and will not do anything that would constitute a violation of any part or condition of the Lease.

. CONTINUING LIABILITY. The Tenant acknowledges that: (a) the Tenant will remain primarily liable for, and will not be released from the performance of any or all of the terms and conditions of the Lease, notwithstanding the existence of, and Landlord's consent to, the Sublease, or any breach committed by the Subtenant; and (b) the Landlord will be entitled to pursue all remedies available in the event of the Tenant's breach of the Lease, without regard to the performance or non-performance of the terms of the Sublease by the Subtenant.

. CONTINUING ENFORCEMENT OF LEASE. This Consent is made on the understanding that all other terms and conditions of the Lease will remain in full force and effect.

. SUBLEASE SUBORDINATE TO LEASE. The Sublease will at all times be subject to and subordinate to all of the terms and conditions as set forth in the Lease. Neither the Tenant nor the Subtenant will do or permit anything to be done that would constitute a violation of any part or condition of the Lease.

. RENT. The Landlord and the Tenant acknowledge and agree that the rent due from the Subtenant under the Sublease does not exceed the rent due from the Tenant under the Lease.

. ASSIGNMENT AND SUBLETTING. The Subtenant will not assign, transfer or further sublet the Premises or any part of the Premises without the written consent of both the Tenant and the Landlord.

. NOTICES. The Landlord agrees that a copy of all notice under the Lease sent to the Tenant will also be sent to the Subtenant at the address of the Premises. In the case of notices of default under the Lease, the Subtenant will have the right to cure such defaults, to the extent that such default was not caused by the Subtenant, as may be granted to the Tenant under the Lease.

. TERMINATION OF LEASE. If, at any time prior to the expiration of the Sublease, the Lease will terminate or cause to be terminated for any reason, the Sublease will also simultaneously terminate.

. GOVERNING LAW. This Consent will be construed in accordance with the State of .

. ENTIRE AGREEMENT. This Consent contains the entire consent between the Parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Consent. This Consent supersedes any written or oral agreements between the Parties but has no effect on the Lease or Sublease.

EXIBIT A

[Attach a copy of the Lease]

EXHIBIT B

[Attach a copy of the Sublease]