Lease Summary

Exhibit 10.15

L.A. PREP SOUTH LEASE

Lease Summary

L.A. PREP SOUTH LEASE AGREEMENT

THIS LEASE AGREEMENT (“Lease”) is made between L.A. PREP and Tenant as of the Date of Execution specified above in the Lease Summary. Terms used and not otherwise defined in this Lease will have the meaning assigned thereto in the above Lease Summary

L.A. Prep and Tenant hereby agree as follows:

(b)  Common Areas. L.A. Prep grants to Tenant and its agents and employees, a non-exclusive revocable license to use in common with others during the Term, the common areas of the Facility from time to time designated as such by L.A. Prep (the “Common Areas”). Tenant shall not have the right to store any property in any Common Area (other than designated storage areas upon payment of applicable storage fees). L.A. Prep and its agents shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to establish, modify and enforce reasonable rules and regulations relating to the Common Areas. Such rules and regulations will pertain to, among other things, the movement of goods within the Facility, the parking and unloading and loading of vehicles and preservation of good order and the convenience of other occupants or tenants of the Facility. Tenant agrees to abide by all such rules and regulations and to use its best efforts to assure its employees, agents, and invitees also abide thereby. L.A. Prep shall have the right in its sole discretion to make changes to the Common Areas and to close temporarily any of the Common Areas for maintenance and other purposes.

(c)  Condition of Leased Area. Tenant agrees to accept the Leased Area in its current “as-is” condition, and L.A. Prep makes no representations or warranties regarding (i) the condition of the Leased Area, (ii) the actual usable area in the Leased Area, (iii) the suitability of the Leased Area for Tenant’s intended use, (iv) the capacity of the Facility’s evaporative cooling system to meet the temperature requirements for Tenant or Tenant’s products and processes or (v) any other matter not expressly set forth in this Lease. Tenant furthers acknowledges that the Leased Area does not include air conditioning unless otherwise agreed in writing between Tenant and L.A. Prep.

(b)  Surrender. Tenant agrees to surrender possession of the Leased Area to L.A. Prep on the day this Lease expires or is earlier terminated. Tenant shall surrender the Leased Area on such day in broom clean condition and in as good condition and repair as the same shall be at the Commencement Date, ordinary wear and tear excepted. Tenant shall at its expense remove all property of Tenant and all alteration, additions and improvements (except those that L.A. Prep notified Tenant shall remain in place) and shall repair all damage to the Leased Area caused by such removal and restore the Leased Area to the condition in which they were prior to the installation of the articles so removed. Any property not so removed shall be deemed abandoned by Tenant and may be retained or disposed of by L.A. Prep, at Tenant’s expense, as L.A. Prep may elect in its sole and absolute discretion, without liability to Tenant and Tenant hereby expressly waives and releases all claims against L.A. Prep and its agents therefor.

(b)  Payments. All Rent payments shall be made to L.A. Prep at the address specified in the Lease Summary above or to such other person or place as L.A. Prep may from time to time designate. Tenant shall pay all Rent to L.A. Prep without demand, deduction or set off.

(c)  Late Rent. If any Rent payment (or portion thereof) has not been received by L.A. Prep (a) within ten (10) days of the due date thereof (such delayed payment, an “Initial Late Rent Payment”) or (b) any time after the occurrence of an Initial Late Rent Payment, within three (3) days of the due date thereof, Tenant shall also pay L.A. Prep a late fee equal to five percent (5%) of the late payment. Acceptance of such late charges shall not constitute a waiver of Tenant's default with respect to such overdue amount, nor prevent L.A. Prep from exercising any of the other rights and remedies granted hereunder.

(d)  Additional Rent. “Additional Rent” means all sums, charges or amounts of whatever nature to be paid by Tenant to L.A. Prep in accordance with the provisions of this Lease in addition to Base Rent including the Health and Safety Fee, the Utilities Charges and charges related to the use by Tenant of Storage Areas, Leased Parking, Office/Co-working Areas, Equipment, Test Kitchen, Catering Kitchen and any other amounts due to L.A. Prep for use of space or services at the Facility as specified on the Rental Rate Card (as defined below). Tenant agrees that Additional Rent shall constitute Rent under this Lease. Any Additional Rent shall become payable, unless otherwise provided herein, upon the earlier of the date specified by L.A. Prep or the next due installment of Base Rent. The Additional Rents will be based on usage by Tenant and the rental amounts or other charges or fees (and any other terms and conditions of use) will be specified on the pricing sheet attached hereto or otherwise provided to Tenant by L.A. Prep from time to time which amounts or other charges may be changed by L.A. Prep in its discretion by notice to Tenant (as in effect from time to time, the “Rental Rate Card”).

(e)  Utilities Charges. As Additional Rent, Tenant shall pay to L.A. Prep the Utilities Charges calculated as set forth on Exhibit B hereto based on the actual utilities costs incurred by L.A. Prep including for water, electricity, gas, fire sprinkler and sanitary sewer services (the “Utilities Charges”) for Tenant. Such amounts will be billed to Tenant monthly (the “Statement”) together with Tenant’s Base Rent. In the event that Tenant materially increases (or decreases) the usage of its equipment or adds (or removes) equipment to the Leased Area, L.A. Prep shall be entitled to increase (or decrease) the Utilities Charges on five (5) days’ notice to Tenant. L.A. Prep shall have the right to invoice Tenant and Tenant shall pay L.A. Prep’s reasonable estimate of Tenant’s Utilities Charges for each month (the “Estimated Payment”) in advance based on Tenant’s prior usage and/or L.A. Prep’s reasonable estimate thereof. When L.A. Prep receives actual bills from the relevant utility provider, L.A. Prep will invoice Tenant for any underpayment in relation to the Estimated Payment or credit Tenant for any overpayment in the next month’s Rent due to L.A. Prep in relation to the Estimated Payment.

(f)   Utilities Records. L.A. Prep shall maintain records respecting Utilities Charges and determine the same in accordance with sound accounting and management practices, consistently applied. Tenant shall have the right to examine such records upon reasonable prior written notice during normal business hours at the place or places where such records are normally kept, by sending such notice no later than 90 days following the furnishing of the Statement. Tenant may take exception to factual matters included in the Statement by notifying L.A. Prep no later than thirty (30) days after L.A. Prep makes such records available for examination provided that Tenant will pay all Utilities Charges without regard to any such exception and dispute and the parties will make any adjustment payments upon the final resolution per the terms below by (i) if an overpayment has been determined to have been made, issuing a credit on Tenant’s subsequent to correct such overpayment and (ii) if an underpayment has been determined to have been made, by Tenant making the additional payment to correct such underpayment with 5 days of the determination below. If Tenant takes exception to any factual matter or the specific calculation of Tenant’s Utilities Charges as contained in the Statement (provided that L.A. Prep’s base methodology shall not be subject to dispute), L.A. Prep or Tenant shall each have the right to refer the matter to an independent certified public accountant, subject to the reasonable approval of the non-referring party, whose certification as to the proper amount shall be final and conclusive as between L.A. Prep and Tenant. Tenant acknowledges that any information gathered through an audit is strictly confidential and shall not disclose such confidential information to any person or entity other than Tenant’s financial and legal consultants and other advisors.

(g)  Health and Safety Fee. Health and Safety Fees will be billed to Tenant monthly together with Tenant’s Base Rent. In the event that the costs for the supplies and services that comprise the Health & Safety Fee materially increases, L.A. Prep shall be entitled to increase the Health and Safety Fee on twenty (20) days’ notice to Tenant. The Health and Safety includes but is not limited to the following supplies and services: linen service, paper and cleaning and sanitation supplies, trash and recycling services, medical supplies, fire protection, grease interceptor maintenance, hood filter changes and flue cleaning, pest control, other cleaning supplies, health department permits & licenses, safety related inspections (sprinkler, fire and other life safety systems), L.A. Prep maintenance and logistics staff and any other items that L.A. Prep determines are reasonably required to maintain standards of health and safety at the Facility. When L.A. Prep receives actual bills from the relevant vendors for the supplies and services comprising the Health & Safety Fee, L.A. Prep will be entitled to invoice Tenant for any underpayment in relation to the Health and Safety Fee based on such charges in the next month’s Rent due to L.A. Prep.

(b)  Application of Security Deposit. In the event that Tenant is in Default hereunder, or in the event that Tenant owes any amounts to L.A. Prep upon the expiration of this Lease, L.A. Prep may use or apply the whole or any part of the Security Deposit for the payment of Tenant’s obligations hereunder. In the event the Security Deposit is reduced by such use or application, Tenant shall deposit with L.A. Prep, within ten (10) days after notice, an amount sufficient to restore the full amount of the Security Deposit. Provided Tenant has performed all of its obligations under this Lease, any remaining portion of the Security Deposit shall be returned to Tenant within 30 days of Tenant’s surrender of possession of the Leased Area.

(b)  Operating Hours. Unless other hours are approved or established by L.A. Prep in writing, Tenant shall be entitled to operate its business at any time subject to any limits imposed by governmental authorities including the Department of Health or, where applicable other state or federal regulators including the US Department of Agriculture, the Food and Drug Administration and the Food and Drug Branch of the California State Department of Public Health.

(c)  Limits on Use of the Leased Area. Tenant shall not (i) do or permit anything to be done in or about the Leased Area that would in any way obstruct or interfere with the rights of other tenants or occupants of the Facility; (ii) cause, maintain or permit any nuisance arising out of Tenant’s use or occupancy of the Leased Area or the Common Areas; (iii) commit or suffer to be committed any waste in or upon the Leased Area or the Facility or (iv) use the Leased Area in any way that constitutes a violation of the New Markets Tax Credit use restrictions in Section 45D of the Code and the Treasury Regulations promulgated thereunder. To the extent permitted by applicable law and subject to the minimum notice requirements of applicable law, any breach of this Section 5(c) above shall be a material default giving rise to an immediate right of L.A. Prep to terminate this Lease.

(b)  Installation of Kitchen Equipment. Tenant shall be entitled to install kitchen equipment that meets L.A. Prep’s and Health Department requirements, provided that Tenant must first obtain L.A. Prep’s prior written consent and L.A. Prep may, in its sole discretion perform the installation itself or through its agents and Tenant shall be obligated to pay an installation fee to L.A. Prep as set forth on the Rental Rate Card. The installation of additional kitchen equipment may result in an increase in the Utilities Charges payable by Tenant based on the gas, electric, water, sewer, venting and other requirements of such equipment.

(b)          All liability insurance carried by Tenant shall be primary insurance and any insurance carried by L.A. Prep or its affiliates shall be excess insurance only.

(c)          Tenant shall also carry and maintain, at its sole cost and expense, a property insurance policy in amounts not less than full replacement cost value of Tenant’s property and providing such form of protection against risk as Tenant shall reasonably determine to be consistent with prevailing industry standards for property insurance, covering the personal property located on the Leased Area and such other insurance as L.A. Prep may from time to time require in its sole but reasonable discretion. Such property insurance shall also include loss to property of others in Tenant’s care, as well as the loss of use of the premises, Tenant’s property and property of others in Tenant’s care.

(d)          If Tenant operates any automobiles on the premises or utilizes the loading dock facilities using automobiles owned by or rented to Tenant or any of its employees, Tenant shall provide and maintain Business Automobile Liability insurance in an amount not less than $1,000,000 combined single limit for all owned, non-owned and hired vehicles.

(e)          If Tenant allows or maintains any employees on the premises, as defined under the California Labor Code, Tenant shall comply with all local, state and federal labor laws, including but not limited to providing statutory Workers’ Compensation Insurance.

(f)           Tenant hereby releases L.A. Prep, CED Food II LLC, CED food LLC, MJB Op Co LLC (collectively, “L.A. Prep’s Manager”), their employees and representatives, or anyone claiming by, under or through them, by way of subrogation or otherwise, for any loss or damage to property caused by or resulting from risks against which Tenant is insured or required to be insured against hereunder, pursuant to insurance policies carried by Tenant which are in force or are required to be in force at the time of the loss or damage, and to the full extent possible waives all rights of subrogation which may pass to its insurance underwriters. If so required by Tenant’s insurance underwriters, Tenant shall cause its insurance carriers to include in all policies required hereunder an endorsement recognizing this waiver of subrogation. Neither the issuance of any insurance policy required under this Lease, nor the minimum limits specified herein with respect to Tenant's insurance coverage, shall be deemed to limit or restrict in any way Tenant's liability arising under or with respect to this Lease.

Upon the occurrence of a Default under this Lease, L.A. Prep may exercise all remedies as may be permitted it by law, including without limitation, terminating this Lease, reentering the Leased Area and removing all persons and property therefrom, which property may be stored by L.A. Prep at a warehouse or elsewhere at the risk, expense and for the account of Tenant. If L.A. Prep elects to terminate this Lease, L.A. Prep shall be entitled to recover from Tenant the aggregate of all amounts permitted by law, including but not limited to (i) the worth at the time of award of the amount of any unpaid rent which had been earned at the time of such termination; plus (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus (iv) any other amount necessary to compensate L.A. Prep for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and (v) at L.A. Prep's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law. The term "rent" as used in this Section 15 shall be deemed to be and to mean all sums of every nature required to be paid by Tenant pursuant to the terms of this Lease. As used above, the "worth at the time of award" shall be computed by allowing interest at the rate set forth in the Wall Street Journal as the Prime Rate for such period plus two percent (2%).

To the extent permitted by applicable law, following a Default, L.A. Prep shall have the right, without notice to Tenant, to change or re-key all locks to entrances to the Facility and/or the Leased Area, and L.A. Prep shall have no obligation to give Tenant notice thereof or to provide Tenant with a key to the Leased Area. L.A. Prep's remedies upon a Default by Tenant are cumulative, and the exercise of one remedy shall not preclude the exercise of another remedy by L.A. Prep. Tenant hereby waives any right to notice to quit.

may be designated by written notice by one party to the other party or (iii) sent by e-mail to the email address set forth above.

(b) Each notice, demand, request or communication which is mailed or delivered in the manner described above shall be deemed sufficiently given, served, sent or received for all purposes at such time as it is delivered to party (with a return receipt of verification of delivery being deemed conclusive evidence of such notice), or at such time as delivery is refused by the addressee upon presentation provided if such day is not a Business Day, it will be deemed delivered on the next following Business Day. Either party may designate, by written notice, a new addressee to which any notice, demand, request or communication made thereafter shall be so given, served or sent. “Business Day” means any day that is not a Saturday, Sunday or official holiday in the State of California.

BROUGHT BY OR ON BEHALF OF EITHER PARTY HERETO AGAINST THE OTHER WITH RESPECT TO ANY MATTERS WHATSOEVER ARISING FROM OR IN ANY WAY CONNECTED TO THIS LEASE, THE RELATIONSHIP OF L.A. PREP AND TENANT, TENANT'S USE OR OCCUPANCY OF THE LEASED AREA, OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY COMBINATION THEREOF. TENANT AGREES NOT TO INTERPOSE ANY COUNTERCLAIM OF WHATEVER NATURE OR DESCRIPTION IN ANY SUCH PROCEEDING.

[SIGNATURE PAGE FOLLOWS]

L.A. PREP SOUTH LEASE

IN WITNESS WHEREOF, L.A. Prep and Tenant have executed this Lease under seal as of the date first set forth above.

L.A. PREP:

L.A. PREP PROPERTIES II LLC

By: /s/ Brian Albert

Name: Brian Albert

Title: Managing Member of Manager

TENANT:

ACTION NUTRACEUTICALS INC.

Name:

Title:

ARMAN S TABATABAEI

By: /s/ ARMAN S TABATABAEI

Exhibit A

Description of Leased Area

Exhibit B

Utilities Calculation Methodology

Allocation of billing for water usage will be allocated to each Tenant based on a percentage calculated on the following formula:

Square footage of Tenant’s Leased Area divided by total of all occupied L.A. Prep tenant spaces

Provided that for tenants who have installed certain high water use equipment including steamers, hydrovection ovens and other items that require higher than average water usage, we will increase their allocation by 1.5 to 3 times to account for such increased water usage.

Allocation of billing for gas usage will be allocated to each Tenant based on a percentage calculated on the following formula:

BTU per hour of each piece of gas equipment installed by Tenant multiplied by the Tenant’s operational hours during the relevant month (the “Monthly Gas Usage”) divided by the sum total of Monthly Gas Usage for all tenants of the Facility.

Allocation of billing for electric usage will be calculated based on the following formula:

Wattage output of each piece of electrical equipment used by Tenant multiplied by the operational hours of the business during the relevant month (the “Monthly Electrical Usage”) divided by the sum total of Monthly Electrical Usage for all tenants of the Facility.

Electric, gas and water usage attributable to the common equipment and areas of L.A. Prep will be allocated to Tenant based on a percentage calculated on the following formula:

Square footage of Tenant’s Leased Area divided by total of all L.A. Prep spaces

L.A. PREP SOUTH LEASE

Electric, gas and water usage attributable to the common equipment and areas of L.A. Prep will be allocated to Tenant based on a percentage calculated on the following formula:

Square footage of Tenant’s Leased Area divided by total of all L.A. Prep spaces

Exhibit C

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