Contract

EXHIBIT 10.3 SECOND AMENDMENT TO OFFICE LEASE This SECOND AMENDMENT TO OFFICE LEASE (“SECOND AMENDMENT”) is made andentered into as of the 19th day of December 2005, by and between ONE HUNDREDTOWERS L.L.C., a Delaware limited liability company (“LANDLORD”), and STARMEDGROUP, INC., a Nevada corporation (“TENANT”). R E C I T A L S : A. Landlord and Tenant entered into that certain Office Lease datedOctober 27, 2003 (the “OFFICE LEASE”), as amended by the terms of that certainFirst Amendment to Office Lease dated as of December 31, 2004 (the “FIRSTAMENDMENT”), whereby Landlord leased to Tenant and Tenant leased from Landlordapproximately 1,874 rentable (1,619 usable) square feet of space commonly knownas Suite 1112 (the “Premises”) and located on the eleventh (11`h) floor of thebuilding (the “BUILDING”) located at 2029 Century Park East, Los Angeles,California. The Office Lease and First Amendment are, collectively, the “Lease.” B. Pursuant to the terms of the First Amendment, the Lease Term of theLease was extended through December 31, 2005 (i.e., the “Extended Term,” asdefined in the First Amendment). C. The parties desire to further extend theLease Term and to amend the Lease on the terms and conditions set forth in thisSecond Amendment. A G R E E M E N T : NOW, THEREFORE, in consideration of the foregoing recitals and themutual covenants contained herein, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, theparties hereto hereby agree as follows: 1. CAPITALIZED TERMS. All capitalized terms when used herein shall havethe same respective meanings as are given such terms in the Lease unlessexpressly provided otherwise in this Second Amendment. 2. CONDITION OF THE PREMISES. Landlord and Tenant acknowledge thatTenant has been occupying the Premises pursuant to the Lease, and thereforeTenant continues to accept the Premises in its presently existing, “as is”condition. Except as otherwise expressly set forth in EXHIBIT A attached hereto,Landlord shall not be obligated to provide or pay for any improvement work orservices related to the improvement of the Premises. 3. NEW LEASE TERM. Pursuant to the Lease, the Lease Term is scheduledto expire on December 31, 2005. Landlord and Tenant hereby agree to extend theLease Term for a period of three (3) years, from January 1, 2006, throughDecember 31, 2008, on the terms and conditions set forth in this SecondAmendment, unless sooner terminated as provided in the Lease, as hereby amended.The period of time commencing on January 1, 2006, and ending on December 31,2008, shall be referred to herein as the “Second Extended Term.” 4. RENT. 4.1 BASE RENT. Prior to January 1, 2006, Tenant shall continueto pay monthly installments of Base Rent for the Premises in accordance with theterms of the Lease. During the Second Extended Term, Tenant shall pay monthlyinstallments of Base Rent for the Premises as follows: Monthly Approximate Monthly Period During Annual Installment Rental RateSecond Extended Term Base Rent of Base Rent per Square Foot- ——————– ———- ———— ——————- January 1, 2006 – $64,090.80 $5,340.90 $2.850 December 31, 2006 -1- January 1, 2007 – $66,013.56 $5,501.13 $2.936 December 31, 2007 January 1, 2008 – $67,993.92 $5,666.16 $3.024 December 31, 2008 4.2 ADDITIONAL RENT. Both prior to January 1, 2006, andcontinuing throughout the Second Extended Term, Tenant shall continue to payTenant’s Share of the annual Building Direct Expenses for the Premises inaccordance with the terms of Article 4 of the Office Lease, as amended by theterms of Section 4.2 of the First Amendment (i.e., Tenant’s Share shall continueto equal 0.193% and the Base Year shall continue to be 2004). 5. SECURITY DEPOSIT. Notwithstanding anything in the Lease to thecontrary, the Security Deposit held by Landlord pursuant to the Lease, asamended hereby, shall equal Five Thousand Six Hundred Sixty-Six and 16/100Dollars ($5,666.16). Landlord and Tenant acknowledge that, in accordance withArticle 21 of the Office Lease, Tenant has previously delivered the sum of FourThousand Nine Hundred Sixty-Six and 10/100 Dollars ($4,966.10) (the “EXISTINGSECURITY DEPOSIT”) to Landlord as security for the faithful performance byTenant of the terms, covenants and conditions of the Lease. Concurrently withTenant’s execution of this Second Amendment, Tenant shall deposit with Landlordan amount equal to Seven Hundred and 06/100 Dollars ($700.06) to be held byLandlord as a part of the Security Deposit. To the extent that the total amountheld by Landlord at any time as security for the Lease, as hereby amended, isless than Five Thousand Six Hundred Sixty-Six and 16/100 Dollars ($5,666.16),Tenant shall pay the difference to Landlord within ten (10) days followingTenant’s receipt of notice thereof from Landlord. 6. NOTICES. Notwithstanding anything to the contrary contained in theLease, as of the date of this Second Amendment, any Notices to Landlord must besent, transmitted, or delivered, as the case may be, to the following addresses: One Hundred Towers L.L.C. c/o Trammell Crow Services, Inc. 2049 Century Park East, Suite 2600 Los Angeles, California 90067-3283 Attention: Vice President, Property Management and J.P. Morgan Fleming Asset Management Inc. 1999 Avenue of the Stars, 26th Floor Los Angeles, California 90067 Attention: Karen M. Wilbrecht, Vice President and Allen Matkins Leek Gamble & Mallory LLP 1901 Avenue of the Stars Suite 1800 Los Angeles, California 90067 Attention: Anton N. Natsis, Esq. 7. BROKER. Landlord and Tenant hereby warrant to each other that theyhave had no dealings with any real estate broker or agent in connection with thenegotiation of this Second Amendment other than Trammell Crow Services, Inc.(the “BROKER”), and that they know of no other real estate broker or agent whois entitled to a commission in connection with this Second Amendment. Each partyagrees to indemnify and defend the other party against and hold the other partyharmless from any and all claims, demands, losses, liabilities, lawsuits,judgments, costs and expenses (including without limitation reasonableattorneys’ fees) with respect to any leasing commission or equivalentcompensation alleged to be owing on account of any dealings with any real estatebroker or agent, other than the Broker, occurring by, through, or under theindemnifying party. The terms of this Section 7 shall survive the expiration orearlier termination of the term of the Lease, as hereby amended. -2- 8. CONSTRUCTION OF PROJECT AND OTHER IMPROVEMENTS. Tenant acknowledgesthat portions of the Project and/or portions of the Project or property adjacentto the Project (collectively, the “OTHER IMPROVEMENTS”) may be subject todemolition or construction during Tenant’s occupancy of the Premises, either byLandlord or any other entity, and that such demolition and/or construction mayresult in levels of noise, dust, obstruction of access, etc. which are in excessof that present in a fully constructed project. Tenant hereby waives any and allrent offsets or claims of constructive eviction which may arise in connectionwith such demolition or construction. Additionally, Tenant acknowledges that (i)currently a new office building project is being constructed in the areaimmediately adjacent and to the west of the Building, and (ii) the lobbies,elevators, carriage area parking and other Common Areas of the Building andProject are to be renovated/reconstructed by Landlord (collectively, the”Construction”). The Construction is likely to create noise, dust, debris, andother disruption that may affect Tenant’s use of the Premises and Tenant’s useof and access to the Building. Certain areas, including areas of the Project andparking structure, which are currently being used by tenants of the Building,including by Tenant, will be unavailable for use by tenants of the Buildingduring portions of the Construction. Tenant hereby agrees that such Constructionand Landlord’s actions in connection with such Construction shall in no wayconstitute a constructive eviction of Tenant nor, except as otherwise expresslyset forth in the Lease, entitle Tenant to any abatement of Rent. Landlord shallhave no responsibility or for any reason be liable to Tenant for any direct orindirect injury to or interference with Tenant’s business arising from theConstruction, nor shall Tenant be entitled to any compensation or damages fromLandlord for loss of the use of the Premises, the whole or any part of theProject or Building resulting from the Construction or Landlord’s actions inconnection with such Construction, or for any inconvenience or annoyanceoccasioned by such Construction or Landlord’s actions. 9. NO FURTHER MODIFICATION. Except as specifically set forth in thisSecond Amendment, all of the terms and provisions of the Lease shall remainunmodified and in full force and effect. IN WITNESS WHEREOF, this Second Amendment has been executed as of theday and year first above written.”LANDLORD” ONE HUNDRED TOWERS L.L.C., a Delaware limited company By: /s/ Karen M. Wilbrecht ———————- Karen M. Wilbrecht, Vice President”TENANT” STARMED GROUP, INC., a Nevada corporation By: /s/ Herman Rappaport ———————- Its: Pres. & CEO —————– By: ———————- Its: —————– -3- EXHIBIT A CENTURY PLAZA TOWERS TENANT WORK LETTER Except as expressly set forth hereinbelow, Landlord shall not beobligated to provide or pay for any improvement work or services related to theimprovement of the Premises, and Tenant shall continue to accept the Premises inits current, “AS-IS” condition. Notwithstanding the foregoing, promptlyfollowing the commencement of the Second Extended Term, Landlord shall, atLandlord’s sole expense, (i) repaint, with one (1) coat of paint, the interiorpainted walls of the Premises, and (ii) shampoo the existing carpets in thePremises (collectively, the “LANDLORD WORK”). The Landlord Work shall becompleted to Landlord’s “Building standard” condition, using Building standardprocedures, materials, colors and finishes (subject to availability), determinedby Landlord in its sole discretion. Tenant shall make no changes ormodifications to the Landlord Work without the prior written consent ofLandlord, which consent may be withheld in Landlord’s sole and absolutediscretion. Since Tenant is currently occupying the Premises, Landlord agreesthat it shall use commercially reasonable efforts to perform the Landlord Workin a manner so as to minimize interference with Tenant’s use of the Premises.Tenant hereby acknowledges that, notwithstanding Tenant’s occupancy of thePremises during the performance of the Landlord Work, Landlord shall bepermitted to perform the Landlord Work during normal business hours, and Tenantshall provide a clear working area for such work, if necessary (including, butnot limited to, the moving of furniture, fixtures and Tenant’s property awayfrom the area in which Landlord is constructing the Landlord Work). Tenanthereby agrees that the performance of the Landlord Work shall in no wayconstitute a constructive eviction of Tenant nor entitle Tenant to any abatementof rent. Landlord shall have no responsibility or for any reason be liable toTenant for any direct or indirect injury to or interference with Tenant’sbusiness arising from the Landlord Work, nor shall Tenant be entitled to anycompensation or damages from Landlord for loss of the use of the whole or anypart of the Premises or of Tenant’s personal property or improvements resultingfrom the Landlord Work or Landlord’s actions in connection with the LandlordWork, or for any inconvenience or annoyance occasioned by the Landlord Work orLandlord’s actions in connection with the Landlord Work. EXHIBIT A -1-