Blow & Drive Interlock Corp (Form: 10-K, Received: 03/30/2015 16:44:07)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number 000-55053

BLOW & DRIVE INTERLOCK CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		46-3590850
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

137 South Robertson Boulevard

Suite 129

Beverly Hills, California 90211

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: 818-299-0653

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.0001 par value per share (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[ ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

[ ] Yes [X] No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

[ ] Yes [X] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[X]
(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[X] Yes [ ] No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

$487.00

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

Class		Outstanding at March 30, 2015
Common Stock, par value $0.0001		14,898,750

Documents incorporated by reference: None

Table of Contents

		Page
	PART I

Item 1	Business	3
Item 1A	Risk Factors	8
Item 1B	Unresolved Staff Comments	8
Item 2	Properties	9
Item 3	Legal Proceedings	9
Item 4	Mine Safety Disclosures	9

	PART II

Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6	Selected Financial Data	10
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	15
Item 8	Financial Statements and Supplementary Data	15
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	15
Item 9A	Controls and Procedures	15
Item 9B	Other Information	16

	PART III

Item 10	Directors, Executive Officers and Corporate Governance	17
Item 11	Executive Compensation	18
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	19
Item 13	Certain Relationships and Related Transactions, and Director Independence	19
Item 14	Principal Accounting Fees and Services	20

	PART IV

Item 15	Exhibits, Financial Statement Schedules	20

	SIGNATURES	22

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Overview

We are in the development stage of establishing a storefront property at 1080 South La Cienega Boulevard, #304, Los Angeles, California 90035 to lease, install and monitor breath alcohol ignition interlock devices for individuals who are required to use such devices in their automobiles. This device is a mechanism that is installed on the steering column of an automobile and into which a driver exhales. The device in turn provides a blood-alcohol concentration analysis. If the driver’s blood-alcohol content is higher than a certain pre-programmed limit, the device prevents the ignition from engaging and the automobile from starting. These devices are often required for use by DUI or DWI (“driving under the influence” or “driving while intoxicated”) offenders as part of a mandatory court or motor vehicle department program. We plan to become certified in the State of California and all other states as a provider and installer of breath alcohol devices. In addition, we intend to sell franchises of the “Blow & Drive” business. To date, we have filed franchise applications in all fifty states. Once approved, we may begin to sell franchises in states that have approved our application and where we are a certified provider of interlock units.

As a development stage company, we have a limited operating history, we currently have no revenues, and we expect to experience losses in the near term.

Corporate History

We were incorporated in the State of Delaware in July 2013 under the name Jam Run Acquisition Corporation. We initially were formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934. To that end, on September 30, 2013, we filed a registration statement on Form 10-12G pursuant to the Securities Exchange Act of 1934 and became a reporting company subject to the reporting requirements of the Securities Exchange Act of 1934.

On February 6, 2014, the following events occurred which resulted in a change of control:

We redeemed an aggregate of 19,700,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,970. James Cassidy and James McKillop, both directors of the Company and the then president and vice president, respectively, resigned such directorships and all offices of the Company. Messrs. Cassidy and McKillop have each retained 150,000 shares of the Company’s common stock. Laurence Wainer was named as the sole director of the Company and serves as its President and sole officer. On February 7, 2014, the Company issued 9,700,000 shares of its common stock to Mr. Wainer at par representing 97% of the then total outstanding 10,000,000 shares of common stock for $970.

In connection with the change in control, our shareholders and board of directors unanimously approved the change of the Company’s name from Jam Run Acquisition Corporation to Blow & Drive Interlock Corporation.

Relationship with Tiber Creek Corporation

In January 2014, we entered into an agreement with Tiber Creek Corporation of which James Cassidy, our former President, is the president and controlling shareholder. Tiber Creek Corporation assists private companies in becoming public reporting companies, the preparation and filing of a registration statement pursuant to the Securities Act of 1933, and the introduction to brokers and market makers. In exchange for its services, Tiber Creek Corporation received a fee of $85,000. There are no additional fees or expenses to be charged to us by Tiber Creek Corporation for its services.

Tiber Creek Corporation effected the transfer of substantially all of the common stock of Jam Run Acquisition Corporation, a reporting company, to Laurence Wainer and effected the services of Cassidy & Associates to initially assist us in the change of control and the preparation of our registration statement on Form S-1 filed on June 2, 2014.

The Breath Alcohol Ignition Interlock Device

The i gnition interlock device is a breath-alcohol testing device approximately the size of a smartphone which is installed directly onto a vehicle’s steering column. The ignition interlock device requires the driver to exhale into the device prior to starting the vehicle. The device will prevent the vehicle from starting if the driver’s blood-alcohol content exceeds a predetermined set level.

Our device as designed by Well Electric will attempt to incorporate the latest technology and design in the market for such devices. The device is designed to have both GPS and video capabilities. The device has a fuel cell sensor and a color display screen. The external camera mounting can wrap around the automobile’s rear view mirror. The device is powered by either an internal battery or a power cable from a control box which supports both 24V and 12V batteries. The device has both USB communication capabilities and WiFi (with approval from service provider).

The specifications for our ignition interlock device are as follows:

Sample head
Sensor	Fuel cell
Working Temperature	-40˚C to 85˚C
Display Screen	Color screen
Memory and Save	80,000 events with pictures save and download form sample head
Communication	USB, WiFi, 3G(user need to get US approval with service provider)
Communication with control box	Wireless
Power supply	Internal battery or power cable from control box
Human checking	Flow sensing, air temperature sensing

External
Camera	External camera mounting around the review mirror
Night photo	White LED, and IR light
Control box	Support 24V and 12V
Motor Start Checking	Ignition checking, power checking, moving checking
PC software	One client side software, which able to set sample and input user information. Picture and events may also be downloaded. This is not web or server side software

Business Plan

We contracted with Well Electric, a company located in China, with experience in design and manufacture of ignition interlock devices, to design and manufacture the prototype ignition interlock device for us. Well Electric has designed and manufactured such a device for another company which markets and sells the interlock devices in Australia and the United States. The design specifications provide for these prototypes to be equipped with wireless capabilities, GPS, video and infrared technologies. Well Electric produced six prototype devices for us. We can purchase additional units at a cost of approximately $500 each for units with a camera and $400 each for units without a camera.

We received the initial delivery of the six prototype units in November 2014. We sent two of the devices to an independent certified testing laboratory in December 2014 to verify that they meet or exceed the guidelines for such interlock systems as published by the National Highway Transportation Safety Agency. We expect the testing certification process to take approximately five months and be completed in or about May 2015.

After successful certification, we will apply for state certification in California to be a certified provider and installer. States usually approve any ignition interlock device that has received certification from an independent testing laboratory that the device meets or exceeds the published guidelines in the Model Specifications for Breath Alcohol Ignition Interlock Devices published by the National Highway Transportation Safety Agency. State certification process typically takes approximately 90 days.

Each state’s department of motor vehicles maintains a list of their state’s approved ignition interlock providers. The list for each state is available through the website of that state’s department of motor vehicles. We believe that placement on the approved list of providers occurs once the provider’s ignition interlock device has received lab certification and we complete the state’s provider application and submit the lab test results.

After receiving such certification in California (or any other state to which we apply), we will appear on the list of approved ignition interlock installers provided to the DUI/DWI offenders by the relevant courts, the Department of Motor Vehicles or other programs (in California or in other states). After receiving the certification in California, we intend to open a storefront location and hire personnel to install, calibrate, remove and monitor the devices. We plan to expand to other states once our devices are approved and our franchise applications are approved.

We will lease ignition interlock devices only to those persons requiring the installation of such devices by a court, the Department of Motor Vehicles or other regulatory agency mandated program. We will not sell or lease the devices to the general public. The retail price to lease an ignition interlock device from us is estimated at between $100-$225 for installation, $75 per month lease, and $100 for removal.

The individual subject to the court order pays for the installation of the ignition interlock device. We will provide the on-going monitoring of the device by downloading data from the device at predetermined intervals according to state guidelines. The data will be collected and made available to the appropriate authorities for review. The data will show all alcohol tests and the pass/failure of each as well as missed tests and attempts to bypass or circumvent the system. The data will also reflect the time the car is being driven.

We anticipate a timeline as marked beside each item and known cost assessments to be paid as outlined in the table below.

				Monthly
	One time Fee			Recurring Fees

Send to independent testing lab for certification	$	35,000
(January 2015 - May 2015)
Apply for California approval of device
(April 2015 - May 2015)	$	100
Apply for approval as Bureau of Automotive Repair (“BAR”) licensed provider	$	200
(April 2015 - May 2015)
Legal fee	$	5,000
Accounting fee			$	1,750
Storefront lease			$	1,650

Monthly loan repayment (Commencing February 2015)			$	3,205
Hire employees to install, monitor, calibrate & remove devices			$	5,600
(May 2015 estimated monthly salary for 2 employees)
Purchase additional units from Well Electric	$	20,000
(May 2015, $500 per unit)

Currently, we have no ongoing operations and are still in the developmental stage. We have remaining $35,000 of anticipated expenses which is included in the table above along with other expenses we expect to incur and pay through 2015. As of March 20, 2015, we have approximately $174,000 in cash on hand remaining from the sale of common shares, a capital contribution, and a loan from our president. In order to meet the financial estimates outlined above, we will have to obtain additional capital by raising equity or debt financing through one or more transactions. We have not initiated any capital-raising activities. There can be no assurances that capital will be available to us on terms that are satisfactory to us, or at times when capital is needed, if at all.

Franchise Operations

As one means of generating revenue, we intend to sell franchises of the “Blow & Drive” business. To date, we have filed franchise applications in all fifty states. Once approved, we may begin to sell franchises in states that have approved our application and where we are a certified provider of interlock units. The franchises will adopt a uniform method of installing and servicing the interlock units, as a certified provider. Franchisees will be required to buy devices and parts from us for use in their business. The purchase of a franchise will include all manuals and equipment, and support and training, required to initially operate the business. To date we have sold no franchises and have generated no revenue from our franchise plans. We make no assurances that we will successfully sell franchises or that if we do, that we will generate meaningful revenues or profit from such sales.

Intellectual Property

We have not applied and do not intend to apply for a patent on the device or any of the technology contained therein. It is possible that other companies may develop similar or the same technology device and bring it to market. In addition, while Well Electric is developing and manufacturing the device under our specific Original Equipment Manufacturing specifications (i.e., it will have a unique model number and “look”), Well Electric has no other contractual obligation to us that would restrict it from developing similar devices for other companies which may compete with us. On January 16, 2015, we submitted two trademark applications at the United States Patent and Trademark Office: (i) “Blow & Drive Interlock” – recorded as application number 86495755, and (ii) “Blow & Drive” logo and design – recorded as application 8649666 (the “Trademark Applications”). There can be no assurance that the Trademark Applications will be approved and that U.S. Trademarks will be issued. We have submitted the Trademark Applications, in part, in conjunction with our franchising strategy. Currently, we claim common law rights in the trademarks, service marks and logos we use.

Manufacturing and Distribution

Well Electric, a manufacturing company located in Chenzan, China, manufactured and delivered an initial production of six ignition interlock devices in November 2014 using our own specifications, model number and outward design look. In December 2014, we sent two of those devices to an independent certified testing laboratory to obtain certification that the devices meet or exceed the guidelines in the Model Specifications of Breath Alcohol Ignition Interlock Devices published by the National Highway Traffic Safety Administration. We expect the testing certification process to be complete by May 2015.

After successful certification from the independent laboratory, we will apply for state certification in California. States usually approve any ignition interlock device that meets or exceeds the guidelines in the Model Specifications of Breath Alcohol Ignition Interlock Devices. The state certification process typically takes approximately 90 days. After we have received certification from the California State Department of Motor Vehicles for our ignition interlock devices, we intend to open a storefront location in Los Angeles County and hire personnel to install, calibrate, remove and monitor the devices. In addition, once we receive certification, we will apply for our name to appear on the list provided to offenders by the court or other regulatory agency as a certified provider of the device.

We are under no obligation to buy additional ignition interlock units from Well Electric. However, we can purchase additional units at a cost of approximately $500 each for units with a camera and $400 each for units without a camera. Well Electric can manufacture and deliver approximately 100 devices in approximately 30 days.

We will lease the device to the offender for the mandated required period at an annual price of $1,200 (including $75 monthly lease, installation and removal charges). After the mandated period has expired, the device will be returned to us and available for lease once again.

The Market for Ignition Interlock Devices

California first introduced an ignition interlock pilot program in the mid-1980’s as part of the legislature’s effort to combat drunk driving. Subsequently, the market for such devices has spread rapidly. According to the National Conference of State Legislatures, currently all fifty states and the District of Columbia have an ignition interlock law providing for the use of an interlock device in connection with DUI or DWI sentencing. Twenty-one states require that all first time offenders install an ignition interlock device; the other twenty-nine states do not require the installation of such a device for first time offenders but may require it for subsequent DUI or DWI offenses.

According to a study conducted by Philip Roth, PhD. and published by the National Highway Traffic Safety Administration, there were approximately 280,000 ignition interlock devices installed in vehicles across the U.S. in 2012. However, each year there are approximately 1,400,000 impaired driving arrests and 1,000,000 convictions. We anticipate that demand for required devices will continue to grow as organizations such as the Automobile Association of America (AAA), Mothers Against Drunk Driving (MADD), and The National Highway Traffic Safety Administration (NTSHA) push for federal adoption of mandatory Ignition Interlock Devices for all DUI/DWI offenders. However, there is no assurance that any such law may be proposed or adopted into law or that the market for mandatory installation of interlock devices will expand materially, if at all.

Governmental Regulations

The ignition interlock devices that we intend to market must be certified by the states in which we intend to market and lease the devices. Before applying for certification to any state, the devices are sent to an independent laboratory for testing and certification that the device meets or exceeds the guidelines published by the National Highway Traffic Safety Administration as the Model Specifications for Breath Alcohol Ignition Interlock Devices. Each state has its own set of certification guidelines that must be met. Typically the requirements for state certification are met once the device is certified by an independent laboratory as meeting or exceeding the National Highway Traffic Safety Administration’s published guidelines.

We submitted our device for testing by an independent testing laboratory in December 2014 and expect to receive the results by May 2015. We believe that the devices will be in substantial compliance with the regulations.

If our prototype devices meet the certification guidelines and are approved, we intend to submit the results to the department of motor vehicles initially in the State of California along with an application to be listed as an approved provider of ignition interlock devices.

In addition to approval of our ignition interlock device, we will need to apply to the State of California Bureau of Automotive Repair (BAR) to become a licensed provider of automobile repair in order to install and remove the devices. The process for such approval requires submitting an application to the Department of Consumer Affairs and payment of a $200 application fee. A representative from that department will visit our facility simply to ensure that there is the necessary space for the auto repair work intended to be performed. It does not certify or otherwise approve workmanship. The only auto repair work to be performed by us will be to install and remove the devices. Such work does not involve more than attaching the device to the steering column. We intend to start this licensing process by April 2015 and have been informed that it will take approximately 90 days.

Competition

We plan to compete for business with both foreign and domestic providers of ignition interlock devices. Many of our competitors are larger and may have substantially greater resources than we have. Currently, there are approximately fifteen other providers of ignition interlock devices. The leading providers have international sales and include Lifesafer, Guardian Interlock, Smart Start, and Draeger. Our competitors install and lease ignition interlock devices. Some of our competitors offer franchises, while others do not. Some of our competitors use the services of independent, third-party installers, whereas we plan to install the devices through our own retail locations or franchisees.

Strategic Partners and Suppliers

We do not design or manufacture the ignition interlock device that we intend to market and sell. We are using third party companies to design and manufacture such device. As such, we are relying on our contractual relationship with Well Electric to develop the ignition interlock prototype device to the standards required to meet federal and state guidelines. In addition, we will be using Well Electric as our manufacturer for additional devices.

Marketing Strategy

We have not yet conducted any advertising or marketing as our primary focus since inception has been developing our business plan and obtaining our prototype interlock devices. We are in the process of developing our marketing plan that we will use once the prototype is ready to enter the marketplace.

Research and Development

We have contracted with Well Electric to develop and manufacture the ignition interlock prototype devices for us. We have not undertaken any research or development in regard to the design of the device. We paid Well Electric, a company located in China with experience in design and manufacture of ignition interlock devices, $30,000 to design and manufacture the prototype ignition interlock device for us. Well Electric produced six prototype devices for us which we received in November 2014. Additional units can be purchased at a cost of approximately $500 for units with a camera and $400 each for units without a camera. There are no additional commitments from or to either party.

Employees

At present, our president, Mr. Wainer, is our sole officer and director. We have not paid to or accrued for Mr. Wainer any salary or other compensation and will not do so unless and until we raise or procure adequate capital (through operations, private financings, a primary public offering or otherwise) to pay any such compensation. In January 2015, we hired three employees to assist in testing our device for lab certification for a three-month period, which ends on March 31, 2015.

ITEM 1A. RISK FACTORS

As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, we are not required to furnish information under this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, we are not required to furnish information under this item.

Item 2. Properties

Currently we use the offices of our president at 137 South Robertson Boulevard, Suite 129, Beverly Hills, California 90211 as our principal executive office. On February 1, 2014, we entered into a five-year lease with Ceres Avenue Trust for a storefront location at 731 Ceres Avenue, Los Angeles, California 90021 with monthly rental payments of $4,500 that commenced April 1, 2014. Although Ceres Avenue Trust is an entity controlled by the father of Mr. Wainer and the lease was not an arm’s-length transaction, we believe that the lease terms were appropriate for the location of the property. We did not pay the monthly rents on this location but had accrued them in our financial statements. On December 1, 2014, we entered into a Lease Cancellation and Termination Agreement with Ceres Avenue Trust. Pursuant to that agreement, we forfeited a security deposit of $18,000 that we had paid to Ceres Avenue Trust upon execution of the lease.

On January 21, 2015, we and Mr. Wainer entered into a two-year lease with Marsel Plaza LLC for a storefront location at 1080 South La Cienega Boulevard, Suite 304, Los Angeles, California 90035. Our base rent under the lease is $1,450 per month. The lease began on February 1, 2015.

Item 3. Legal Proceedings

There is no litigation pending or threatened by or against us.

Item 4. Mine Safety Disclosures

We have no disclosure applicable to this item.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

There is currently no public market for our securities.

We have applied for quotation of our securities on the OTC Bulletin Board. The OTC Bulletin Board is a dealer-driven quotation service. Unlike the Nasdaq Stock Market, companies cannot directly apply to be quoted on the OTC Bulletin Board, only market makers can initiate quotes, and quoted companies do not have to meet any quantitative financial requirements. Any equity security of a reporting company not listed on the Nasdaq Stock Market or on a national securities exchange is eligible to be quoted on the OTC Bulletin Board.

Since inception through March 31, 2015, we have sold the following securities to 39 individuals which were not registered under the Securities Act of 1933. We did not employ any form of general solicitation or advertising in connection with the offer and sale of the securities described below. In addition, we believe that each recipient of the securities had such knowledge and experience in financial and business matters (alone or together with an advisor) that the recipient was capable of evaluating the merits and risks of the investment in our securities. For these reasons, among others, the offer and sale of the following securities were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were payable with respect to any of the following transactions.

Date	Name	Number of Shares		Consideration ($)

January 26, 2015	Zhaleh Javanford		5,000		2,500

January 22, 2015	Gurgen S. Harutyunyan		13,750		11,000

January 20, 2015	Elliot Javanford		15,000		7,500

January 12, 2015	Gurgen S. Harutyunyan		12,500		10,000

December 26, 2014	Stuart David Petlak		100,000		80,000

December 23, 2014	Stuart David Petlak		187,500		150,000

February 7, 2014	Laurence Wainer		9,700,000		970.00
	President, CEO & CFO

	Chaim K Wainer		990,000		99.00
	Dianne Wainer		990,000		99.00
	Michael Wainer		990,000		99.00
	Karen Ariella		990,000		99.00
July 9, 2013	James Cassidy		150,000		1,000.00
July 9, 2013	James McKillop		150,000		1,000.00
	Maria Avalos		10,000		1.00
	Anthony Blum		10,000		1.00
	Alan Brander		10,000		1.00
	Edo Burstyn		10,000		1.00
	Ruth Burstyn		10,000		1.00
	Thomas Feight		10,000		1.00
	Robert Garcia		10,000		1.00
	Elliot Javanfard		25,000		2.50
	Leah Javanfard		25,000		2.50
	Lauren Katz		10,000		1.00
	Akiva Kurtzman		10,000		1.00
	Ronete Kurtzman		10,000		1.00
	Joe Miller		10,000		1.00
	Stuart David Petlack		10,000		1.00
	Helena Naomi Petlack		10,000		1.00
	Ariella Rosenblatt		25,000		2.50
	Matthew Rosenblatt		25,000		2.50
	Franchisco Rossi		10,000		1.00
	Jimena Salazar		10,000		1.00
	Nathaniel Sandlow		10,000		1.00
	Alicia Silver		25,000		2.50
	David Silver		25,000		2.50
	Ira Silver		25,000		2.50
	Michelle Silver		75,000		7.50
	Rachel Silver		25,000		2.50
	Abraham Summers		10,000		1.00
	Westside Kollel,DBA LINK (3)		10,000		1.00
	Elon Winkler		25,000		2.50
	Karyn Winkler		25,000		2.50
	Natan Winkler		25,000		2.50
	Renee Winkler		75,000		7.50
			14,898,750

We have not declared any cash dividends on our common stock since inception and do not anticipate any in the future. Our current business plan is to retain any future earnings to finance the expansion and development of our business. Any future determination to pay cash dividends will be at the discretion of our board of directors and will be dependent upon our financial condition, results of operations, capital requirements and other factors our board may deem relevant at that time.

Item 6. Selected Financial Data

As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, we are not required to furnish information under this item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the consolidated Financial Statements and Notes thereto appearing elsewhere in this report.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In this document we make a number of statements, referred to as “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that are intended to convey our expectations or predictions regarding the occurrence of possible future events or the existence of trends and factors that may impact our future plans and operating results. The safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995 does not apply to us. We note, however, that these forward-looking statements are derived, in part, from various assumptions and analyses we have made in the context of our current business plan and information currently available to us and in light of our experience and perceptions of historical trends, current conditions and expected future developments and other factors we believe to be appropriate in the circumstances. You can generally identify forward-looking statements through words and phrases such as “seek,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “budget,” “project,” “may be,” “may continue,” “may likely result,” and similar expressions. When reading any forward looking-statement you should remain mindful that all forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of our company, and that actual results or developments may vary substantially from those expected as expressed in or implied by that statement for a number of reasons or factors, including those relating to:

	●	whether or not our breath alcohol ignition interlock device receives the necessary certifications;

	●	whether or not markets for our products develop and, if they do develop, the pace at which they develop;

	●	our ability to attract and retain the qualified personnel to implement our growth strategies;

	●	our ability to fund our short-term and long-term operating needs;

	●	changes in our business plan and corporate strategies; and

	●	other risks and uncertainties discussed in greater detail in the sections of this document.

Each forward-looking statement should be read in context with, and with an understanding of, the various other disclosures concerning our company and our business made elsewhere in this document as well as other public reports filed with the Securities and Exchange Commission. You should not place undue reliance on any forward-looking statement as a prediction of actual results or developments. We are not obligated to update or revise any forward-looking statement contained in this document to reflect new events or circumstances unless and to the extent required by applicable law.

Overview

We are a development stage company that was incorporated in the State of Delaware in July 2013. As of the periods from inception, July 2, 2013 (inception), through the date of this report, we did not generate any revenue and incurred expenses and operating losses as part of our development stage activities. From July 2, 2013 (inception) to December 31, 2014, we experienced a net loss and accumulated deficit of $225,669 and total liabilities of $193,605 consisting primarily of notes payable to our president, Laurence Wainer.

We intend to market and lease a breath alcohol ignition interlock device which is a mechanism that is installed on the steering column of an automobile and into which a driver exhales. The device in turn provides a blood-alcohol concentration analysis. If the driver’s blood-alcohol content is higher than a certain pre-programmed limit, the device prevents the ignition from engaging and the automobile from starting. These devices are often required for use by DUI or DWI (“driving under the influence” or “driving while intoxicated”) offenders as part of a mandatory court or motor vehicle department program.

We paid Well Electric, a company located in China with experience in design and manufacture of ignition interlock devices, $30,000 to design and manufacture the prototype ignition interlock device for us. Well Electric produced six prototype devices for us which we received in November 2014. Additional units can be purchased at a cost of approximately $500 for units with a camera and $400 each for units without a camera.

We sent two of the devices to an independent certified testing laboratory in December 2014 to verify that they meet or exceed the guidelines for such interlock systems published by the National Highway Transportation Safety Agency. We expect the testing certification process to take approximately five months.

After successful certification from an independent testing laboratory, we will apply for state certification. We anticipate that we will begin our first certification in California. States usually approve any ignition interlock device that has obtained certification from an independent testing laboratory that the device meets or exceeds the standards published by the National Highway Transportation Safety Agency. The state certification process typically takes approximately 90 days.

After receiving state certification, we plan to open our initial storefront location in Los Angeles County, California and hire qualified personnel to install, calibrate, remove and monitor the devices. After such certification, we will also appear on the list of approved ignition interlock installers provided to the DUI/DWI offender by the Court, the Department of Motor Vehicles or other program.

Anticipated Timeline, Cost and Summary of Business Plan

The table below is a time line and cost estimate only. The dates are subject to change based upon unforeseen or unanticipated delays. The costs are estimates based on costs and prices available at this time.

We anticipate a timeline as marked beside each item and known cost assessments to be paid as outlined in the table below.

	One time Fee		Monthly Recurring Fees

Send to independent testing lab for certification	$	35,000
(January 2015 - May 2015)
Apply for California approval of device
(April 2015 - May 2015)	$	100
Apply for approval as Bureau of Automotive Repair (“BAR”) licensed provider	$	200
(April 2015 - May 2015)
Legal fee	$	5,000
Accounting fee			$	1,750
Storefront lease			$	1,650

Monthly loan repayment (Commencing February 2015)			$	3,205
Hire employees to install, monitor, calibrate & remove devices			$	5,600
(May 2015 estimated monthly salary for 2 employees)
Purchase additional units from Well Electric	$	20,000
(May 2015, $500 per unit)

Given the above estimated costs and timeline, we anticipate that we will commence operations in May 2015.

As of December 31, 2014, we had $272,692 in cash on hand.

We have earned no revenues to date and our operations consist solely of contracting for the initial development of the design specifications for the interlock device and the production of a prototype device.

Once we obtain certification of our prototype, we anticipate that we will require additional capital to purchase additional devices and to open our initial retail store including hiring personnel qualified to work on the ignition interlock devices.

Revenues and Losses

Currently, we have no revenues and have not realized any profits. In order to succeed, we need to develop a viable strategy to market and commercialize our products. We have received a capital contribution from Laurence Wainer in the amount of $75,000 and effected a note with Mr. Wainer in the amount of $160,000. Also, we raised $230,456 in cash by issuing 4,852,500 shares of common stock. These funds have provided the initial funds necessary to enter into a contract with Well Electric for $30,000 for the design and manufacture of six prototype devices. Additional devices will cost approximately $500 per unit for units with a camera, and $400 for units without a camera.

Through December 31, 2014, we had an accumulated deficit since inception of $225,669 and as of December 31, 2014, we had approximately $272,692 cash on hand. We anticipate that these funds will be used as delineated in the table above.

Notes Payable

On February 16, 2014, we entered into a note payable agreement with Laurence Wainer, our sole director and sole officer. The note has a principal balance of $160,000 and bears interest at 7.75% per annum. Principal and interest payments are due in 60 equal monthly installments of $3,205 beginning in March 2014. We and Laurence Wainer have agreed to suspend the monthly payments on the note through January 30, 2015. On January 30, 2015, we began making payments on the loan in the amount of $3,205.

Additional Paid-In Capital

On April 7, 2014, Laurence Wainer contributed $75,000 as additional paid in capital. The prior management of the Company paid all incorporating and other expenses totaling $700 without expectation, then or at any future time, of repayment, and such is recorded as additional paid-in capital.

Potential Revenue

We intend to earn revenue from installation and leasing of our ignition interlock device to those persons who may be under court or other mandated programs to install ignition interlock devices on their automobiles. As another means of generating revenue, we intend to sell franchises of the “Blow & Drive” business. To date, we have filed franchise applications in all fifty states. Once approved, we may begin to sell franchises in states that have approved our application and where we are a certified provider of interlock units. Franchisees will be required to buy devices and parts from us for use in their business. To date we have sold no franchises and have generated no revenue from our franchise plans. We make no assurances that we will successfully sell franchises or that if we do, that we will generate meaningful revenues or profit from such sales.

Alternative Financial Planning

We have no alternative financial plans at the moment. If we are not able to successfully raise monies as needed through a private placement or other securities offering (including, but not limited to, a primary public offering of securities), or through revenue, our ability to survive as a going concern and implement any part of our business plan or strategy will be severely jeopardized.

Equipment Financing

We have no existing equipment financing arrangements.

Critical Accounting Policies

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Development Stage and Capital Resources

Since our inception, we have devoted substantially all of our efforts to business planning. Accordingly, we are considered to be in the development stage . We have not generated revenues from our operations, and there is no assurance of future revenues.

There is no assurance that our activities will generate sufficient revenues to sustain our operations without additional capital, or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to us. Accordingly, given our limited cash and cash equivalents on hand, we will be unable to implement our business plan and proposed operations unless we obtain additional financing or otherwise are able to generate revenues and profits. We may raise additional capital through sales of debt or equity, obtain loan financing or develop and consummate other alternative financial plans.

Discussion of Period ended December 31, 2013

During the period ended December 31, 2013, we had no substantive business operations.

As of December 31, 2013, we had not generated revenues and had no income or cash flows from operations since inception. At December 31, 2013, we had sustained a net loss of $1,900 and had an accumulated deficit of $1,900.

We do not anticipate that we will generate revenue sufficient to cover our planned operating expenses, and we must obtain additional financing in order to develop and implement our business plan and proposed operations. We anticipate that we will attempt to raise funds to meet our planned expenses by an equity offering of our securities, through loans from financial institutions or by contributions from our officers, directors or shareholders.

Discussion of Period ended December 31, 2014

As of December 31, 2014, we had not generated revenues and had no income or cash flows from operations. At December 31, 2014, we had cumulative net loss and accumulated deficit of $225,669.

We raised $235,000 from our largest shareholder, and $230,456 from the issuance of additional common shares to other parties and management believes that after these cash infusions, we have adequate working capital to operate at least through December 31, 2015 based on anticipated cash needs as delineated in the table included in previous pages of this filing.

Management’s plans also include selling our equity securities and obtaining debt financing to fund our capital requirements and on-going operations; however, there can be no assurance we will be successful in these efforts.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, we are not required to furnish information under this item.

Item 8. Financial Statements and Supplementary Data

The financial statements listed in the accompanying Index to Financial Statements are attached hereto and filed as a part of this Report under Item 15.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

After our change in control to new management on February 6, 2014, the board of directors determined not to continue with our independent registered accounting firm and to engage a different accounting firm with whom they were familiar. On February 25, 2014, Anton & Chia, LLP, Newport Beach, California, the former accountants, were dismissed.

In connection with the audits of our financial statements for the period from July 2, 2013 (inception) to September 30, 2013 and the period July 2, 2013 (inception) through the date of dismissal, February 25, 2014, there were no disagreements with the former accountants, Anton & Chia, LLP, on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which disagreement(s), if not resolved to the satisfaction of the former accountants, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its reports.

On February 27, 2014, we engaged JPDH & Company as our independent registered public accounting firm. The decision to engage JPDH & Company as our independent registered public accounting firm was approved by our board of directors.

Item 9A. Controls and Procedures

Pursuant to rules adopted by the Securities and Exchange Commission we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to rules promulgated under the Securities Exchange Act of 1934. This evaluation was done as of the end of the fiscal year under the supervision and with the participation of our principal executive officer (who is also the principal financial officer).

Based upon our evaluation, our principal executive and financial officer (Mr. Wainer performs both roles) concluded that, as of December 31, 2014, our existing disclosure controls and procedures were not effective. Disclosure controls and procedures means controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to management, including the principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. With only one officer in charge of such reporting controls, there is no backup to the oversight of such individual and thus such disclosure controls and procedures may not be considered effective.

We have engaged outside accounting and finance advisors to assist us in better implementing effective disclosure controls and procedures.

Management’s Report of Internal Control over Financial Reporting

We are responsible for establishing and maintaining adequate internal control over financial reporting in accordance with Rule 13a-15 of the Securities Exchange Act of 1934. Our president conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2014, based on the criteria establish in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was ineffective as of December 31, 2014, based on those criteria. A control system can provide only reasonably, not absolute, assurance that the objectives of the control system are met and no evaluation of controls can provide absolute assurance that all control issues have been detected.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2014 and identified the following material weaknesses:

Inadequate segregation of duties : We have an inadequate number of personnel to properly implement control procedures.

Lack of Audit Committee and Outside Directors on the Company’s Board of Directors : We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

During the fourth quarter of the year ended December 31, 2014 and through the date of this filing, we issued the following securities that were not registered under the Securities Act and have not been included previously in a Current Report on Form 8-K. We did not employ any form of general solicitation or advertising in connection with the offer and sale of the securities described below. In addition, we believe the recipient of the securities had such knowledge and experience in financial and business matters (alone or together with an advisor) that the recipient was capable of evaluating the merits and risks of the investment in our securities. For these reasons, among others, the offer and sale of the following securities were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act:

On December 23, 2014, we sold 187,500 shares of restricted common stock to an individual investor at a purchase price of $0.80 per share.

On December 26, 2014, we sold 100,000 shares of restricted common stock to an individual investor at a purchase price of $0.80 per share.

On January 12, 2015, we sold 12,500 shares of restricted common stock to an individual investor at a purchase price of $0.80 per share.

On January 20, 2015, we sold 15,000 shares of restricted common stock to an individual investor at a purchase price of $0.50 per share.

On January 22, 2015, we sold 13,750 shares of restricted common stock to an individual investor at a purchase price of $0.80 per share.

On January 26, 2015, we sold 5,000 shares of restricted common stock to an individual investor at a purchase price of $0.50 per share.

PART III

Item 10. Directors, Executive Officers, and Corporate Governance

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors, and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors, and greater than 10% beneficial owners are required to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of copies of the Section 16(a) reports filed for the fiscal year ended December 31, 2014, we believe that all filing requirements applicable to our officers, directors, and greater than 10% beneficial owners were complied with except as follows:

Mr. James M. Cassidy, our former Director and President, did not file an initial report on Form 3 pertaining to his stock ownership. In addition, he did not timely file one report on Form 4 pertaining to one late reported transaction. The date of the transaction was February 6, 2014. The relevant report was filed on February 19, 2014.

Mr. James K. McKillop, our former Director and Vice President, did not file an initial report on Form 3 pertaining to his stock ownership. In addition, he did not timely file one report on Form 4 pertaining to one late reported transaction. The date of the transaction was February 6, 2014. The relevant report was filed on February 19, 2014.

Directors, Executive Officers and Control Persons

The name, age and positions of our director and executive officer are listed below:

Name	Age	Position	Year Commenced

Laurence Wainer	48	President, Chief Executive Officer, Chief Financial Officer, Director	2014

Laurence Wainer serves as our sole director and officer. Mr. Wainer has built his career as an entrepreneur in Southern California beginning with a vending business which he started while attending San Diego State University. From 2009 to 2011 Mr. Wainer built a tax resolution company, Authorized Tax Relief, located in Los Angeles, California. From 2011 to September 2013, Mr. Wainer was employed as a consultant for LWIN Consulting. Mr. Wainer founded Blow & Drive Interlock Corporation in 2014 as a result of his commitment to help create safer roads for sober drivers, having been personally affected by drunk drivers.

Director Independence

Pursuant to Rule 5605(a)(2) of the NASDAQ Stock Market, one of the definitions of an independent director is a person other than an executive officer or employee of a company. Our board of directors has reviewed the materiality of any relationship that our sole director has with us, either directly or indirectly. Based on this review, the board has determined that our sole director is not an independent director as that term is defined by NASDAQ Stock Market Rule 5605(a)(2).

Corporate Governance and Code of Ethics

We do not have a nominating or audit committee of the board of directors, and have not yet adopted a Code of Ethics. At this time, we have only one director on our board who is also our sole officer. We anticipate adopting a Code of Ethics once our business operations are in place and we can expand our board of directors. Similarly, at such time as we have an expanded board of directors, the new management of the Company may review and implement, as necessary, nominating and/or audit committees.

Item 11. Executive Compensation

Executive Compensation

The following executive compensation disclosure reflects all compensation awarded to, earned by or paid to the executive officers below for the fiscal years ended December 31, 2014 and December 31, 2013. The following table summarizes all compensation for fiscal years 2014 and 2013 received by our Chief Executive Officer, and the Company’s two most highly compensated executive officers who earned more than $100,000 in fiscal year 2014.

Summary Compensation Table for 2014 and 2013 Fiscal Years

NAMED EXECUTIVE OFFICER AND PRINCIPAL POSITION	YEAR		SALARY ($)		BONUS ($)		STOCK AWARDS ($)		OPTION AWARDS ($)		NON-EQUITY INCENTIVE PLAN COMPENSATION ($)		NON-QUALIFIED DEFERRED COMPENSATION EARNINGS ($)		ALL OTHER COMP. ($)		TOTAL ($)

Laurence Wainer (1)	2014	$	–	$	–	$	–	$	–	$	–	$	–	$	–	$	–
President, CEO, Director	2013	$	–	$	–	$	–	$	–	$	–	$	–	$	–	$	–

James Cassidy (2)	2014	$	–	$	—	$	–	$	–	$	–	$	–	$	–	$	–
Former President, Director	2013	$	–	$	–	$	–	$	–	$	–	$	–	$	–	$	–

James McKillop (2)	2014	$	–	$	–	$	–	$	–	$	–	$	–	$	–	$	–
Former Vice President, Director	2013	$	–	$	–	$	–	$	–	$	–	$	–	$	–	$	–

	(1)	Mr. Wainer was appointed President, Chief Executive Officer, Chief Financial Officer and Director on February 6, 2014.
	(2)	Mr. Cassidy and Mr. McKillop each resigned as officers and directors effective February 6, 2014.

Discussion of Compensation Table

We have not paid compensation to any officer or director since our inception in July 2013. Mr. Wainer was issued 9,700,000 shares of common stock for an aggregate purchase price of $970.

Employment Agreements

We have not entered into employment agreements with any of our employees or officers.

Anticipated Officer and Director Remuneration

We have not to date paid any compensation to any officer or director nor is any compensation owed to any officer or director as of December 31, 2014 and December 31, 2013. We intend to begin to pay annual salaries to all our officers and will pay an annual stipend to our directors when, and if, we complete a primary public offering for the sale of securities and/or we reach profitability, experience positive cash flow and/or obtains additional funding. At such time, we anticipate offering cash and non-cash compensation to officers and directors. In addition, although not presently offered, we anticipate that our officers and directors will be provided with a group health, vision and dental insurance program at subsidizes rates, or at the sole expense of the Company, as may be determined on a case-by-case basis. In addition, we plan to offer 401(k) matching funds as a retirement benefit, paid vacation days and paid holidays.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information as of March 31, 2015, with respect to the ownership of our common stock, by (i) each person known by us to be the beneficial owner of more than five percent (5%) of the outstanding shares of each class of our capital stock, (ii) each of our directors and director nominees (if any), (iii) each of our named executive officers and (iv) all of our executive officers and directors as a group. The term “executive officer” is defined as the President/Chief Executive Officer, Secretary, Chief Financial Officer/Treasurer, any vice-president in charge of a principal business function (such as administration or finance), or any other person who performs similar policy making functions for the Company. We believe that each individual or entity named has sole investment and voting power with respect to shares of common stock indicated as beneficially owned by them, subject to community property laws where applicable, excepted where otherwise noted:

TITLE OF CLASS	NAME AND ADDRESS	AMOUNT OF BENEFICIAL OWNERSHIP (1)	PERCENT OF BENEFICIAL OWNERSHIP
Common Stock	Laurence Wainer, Chief Executive Officer and Director 137 S. Robertson Blvd., Suite 129 Beverly Hills, CA 90211	9,700,000 shares		66.1	%
Common Stock	James M. Cassidy, former President and Director 215 Apolena Avenue Newport Beach, CA 92662	150,000 shares		1.0	%
Common Stock	James K. McKillop, former Vice President and Director 9454 Wilshire Blvd., Suite 612 Beverly Hills, CA 90212	150,000 shares		1.0	%
Common Stock	Michael Wainer 137 S. Ledoux Rd. Beverly Hills, CA 90211	990,000 shares		6.6	%
Common Stock	Chaim K. Wainer 137 S. Ledoux Rd. Beverly Hills, CA 90211	990,000 shares		6.6	%
Common Stock	Karen Ariella 137 S. Ledoux Rd. Beverly Hills, CA 90211	990,000 shares		6.6	%
Common Stock	Dianne Wainer 137 S. Ledoux Rd. Beverly Hills, CA 90211	990,000 shares		6.6	%
Common Stock	All Current Directors and Executive Officers as a Group (1 member)	9,700,000 shares		66.1	%

(1) Based on 14,898,750 shares of Common Stock outstanding on the transfer records of the Company as of March 31, 2015.

Item 13. Certain Relationships and Related Transactions and Director Independence

The following describes all transactions since January 1, 2013, and all proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest.

All of the beneficial owners of more than five percent of our common stock are related to Laurence Wainer, the sole officer and director of the Company. Chaim and Dianne Wainer are the parents of Laurence Wainer, Michael Wainer is the brother of Laurence Wainer and Karen Ariella is the niece of Laurence Wainer. Each of these individuals is listed as a selling shareholder in the Registration Statement on Form S-1 that we filed with the SEC and which became effective on December 19, 2014.

On February 16, 2014, we entered into a note payable agreement with Laurence Wainer, the director, President and sole officer of the Company. The note has a principal balance of $160,000 and bears interest at 7.75% per annum. Principal and interest payments are due in 60 equal monthly installments of $3,205 beginning in March 2014. We and Mr. Wainer entered into an additional agreement effective April 2014 suspending loan repayments until January 30, 2015. On January 30, 2015, we began making payments on the loan in the amount of $3,205.

Currently we use the offices of our president at 137 South Robertson Boulevard, Suite 129, Beverly Hills, California 90211 as our principal executive office.

On February 1, 2014, we entered into a five-year lease with Ceres Avenue Trust for a storefront location at 731 Ceres Avenue, Los Angeles, California 90021 with monthly rental payments of $4,500 that commenced April 1, 2014. Although Ceres Avenue Trust is an entity controlled by the father of Mr. Wainer and the lease was not an arm’s-length transaction, we believe that the lease terms were appropriate for the location of the property. We did not pay the monthly rents on this location but had accrued them in our financial statements. On December 1, 2014, we entered into a Lease Cancellation and Termination Agreement with Ceres Avenue Trust. Pursuant to that agreement, we forfeited a security deposit of $18,000 that we had paid to Ceres Avenue Trust upon execution of the lease.

James Cassidy and James McKillop were both former officers and directors of the Company. Mr. Cassidy and Mr. McKillop were involved with the Company prior to the change in control and may be considered promoters of the Company. Messrs. Cassidy and McKillop each initially owned 10,000,000 shares of common stock of the Company for which each paid $1,000. As part of the change of control, Messrs. Cassidy and McKillop each consented to the redemption of 9,850,000 shares of the common stock held by each of them for a redemption price of $875 each. Each of Messrs. Cassidy and McKillop retained 150,000 shares and is listed as a selling shareholder in the Registration Statement on Form S-1 that we filed with the Securities and Exchange Commission and which became effective on December 19, 2014. As the initial shareholder/officer of the Company, Mr. Cassidy provided services to the Company without charge, including preparation and filing of the corporate documents and preparation of the initial registration statement.

Item 14. Principal Accounting Fees and Services

We have no activities, no income and no expenses except for independent audit and incorporation and Delaware state fees. Our current and former president donated their time in preparation and filing of all state and federal required taxes and reports.

Audit Fees

The aggregate fees incurred for each of the last two years for professional services rendered by the independent registered public accounting firm for the audits of our annual financial statements and review of financial statements included in our Form 10-K and Form 10-Q reports and services normally provided in connection with statutory and regulatory filings or engagements were as follows:

	December 31, 2014		December 31, 2013

Audit Fees (1)	$	12,500	$	—
Audit Related Fees (2)		10,000		5,000
Tax Fees (3)		—		—
All Other Fees (4)		—		—
	$	22,500	$	5,000

(1) Audit Fees include fees and expenses for professional services rendered in connection with the audit of our financial statements for 2014 and 2013 and for reviews of the financial statements included in each of our quarterly reports on Form 10-Q during 2014 and 2013.

(2) Audit Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” Included in Audit Related Fees for 2014 and 2013 are fees and expenses related to reviews of registration statements and SEC filings other than Forms 10-K and 10-Q and Form S-1 filings.

(3) Tax Fees include the aggregate fees billed during years 2014 and 2013 for professional services for preparation of income tax returns.

(4) All Other Fees consist of fees paid for products and services other than the services reported above.

We do not currently have an audit committee serving and as a result our board of directors performs the duties of an audit committee. The board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.

PART IV

Item 15. Exhibits, Financial Statement Schedules

The following documents are filed as part of this report on Form 10-K:

1. Financial Statements for the years ended December 31, 2014 and 2013:

Report of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Equity

Statements of Cash Flows

Notes to Financial Statements

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm		F-2

Balance Sheets as of December 31, 2014 and 2013		F-3

Statement of Operations for the Periods from July 2, 2013 (Inception) to December 31, 2013 and for the year ending December 31, 2014		F-4

Statement of Changes in Stockholder’s Equity for the period from July 2, 2013 (Inception) to December 31, 2014		F-5

Statement of Cash Flows for the period from July 2, 2013 (Inception) To December 31, 2013 and for the year ending December 31, 2014		F-6

Notes to Financial Statements		F-7

CERTIFIED PUBLIC ACCOUNTANTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Blow & Drive Interlock Corporation

We have audited the accompanying balance sheets of Blow & Drive Interlock Corporation formerly known as Jam Run Acquisition Corporation as of December 31, 2013 and 2014, and the related statements of income, stockholders’ equity and comprehensive income, and cash flows for the period from July 2, 2013 (inception) through December 31, 2013 and for the year ended December 31, 2014. Blow & Drive Interlock Corporation’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company‘s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Blow & Drive Interlock Corporation as of December 31, 2013 and 2014 and the results of its operations and its cash flows for the period from July 2, 2013 (inception) through December 31, 2013 and for the year ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America.

/s/ JDPH & Company
Irvine, California
March 18, 2015

F- 2

Blow & Drive Interlock Corporation

Balance Sheets

	December 31,
	2014			2013
Assets
Current Assets
Cash	$	272,692		$	2,000
Total current assets		272,692			2,000

Other assets
Property and equipment		2,400			-
Total assets	$	275,092			2,000

Liabilities and Stockholders’ Equity
Current liabilities
Accrued interest - related party	$	9,412		$	-
Accrued expenses		24,400			-
Taxes payable		2,000			1,200
Note payable - related party		48,994			-
Total current liabilities		84,806			1,200

Note payable - related party, net of current portion		108,799			-
Total liabilities		193,605			1,200

Stockholders’ equity (deficit)
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none outstanding		-			-
Common stock, $0.0001 par value, 100,000,000 shares authorized; 14,852,500 and 20,000,000 shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively		1,485			2,000
Additional paid-in capital		305,671			700
Deficit accumulated during the development stage		(225,669	)		(1,900	)
Total stockholders’ equity (deficit)		81,487			800
Total Liabilities and Stockholders’ Equity	$	275,092		$	2,000

The accompanying notes are an integral part of the financial statements

F- 3

Blow & Drive Interlock Corporation

Statements of Operations

	Year Ended December 31, 2014			For the Period From July 2, 2013 (Inception) to December 31, 2013

Sales	$	-		$	-
Cost of sales		-			-
Gross Profit		-			-

Operating expenses
Professional fees		136,548			-
General and administrative		40,010			1,100
Research and development		35,200			-
Total operating expenses		211,758			1,100

Loss from operations		(211,758	)		(1,100	)

Other income (expense)
Interest expense		10,411			-

Income (loss) before income taxes		(222,169	)		(1,100	)

Income taxes		1,600			800

Net (loss)	$	(223,769	)	$	(1,900	)

Loss per common share-basic and diluted	$	(0.02	)	$	(0.00	)

Weighted average number of common shares outstanding-basic and diluted		14,426,116			20,000,000

The accompanying notes are an integral part of the financial statements

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Blow & Drive Interlock Corporation

Statement of Changes in Stockholders’ Equity

									Stock
				Common			Additional Paid-		Subscription		Accumulated
	Shares			Stock			In Capital		Receivable		Deficit			Total
Balance at July 2, 2013 (Inception)		-		$	-		$	-	$	-	$	-		$	-
Issuance of common stock for cash		20,000,000			2,000			-		-		-			2,000
Additional paid-in capital		-			-			700		-		-			700
Net loss		-			-			-		-		(1,900	)		(1,900	)
Balance at December 31, 2013		20,000,000			2,000			700		-		(1,900	)		800
Repurchase of common stock		(19,700,000	)		(1,970	)		-		-		-			(1,970	)
Issuance of common stock for services		9,700,000			970			-		-		-			970
Issuance of common shares for subscription receivable		4,852,500			485			229,971		-		-			230,456
Additional paid-in capital		-			-			75,000		-		-			75,000
Net loss		-			-			-		-		(223,769	)		(223,769	)
Balance at December 31, 2014		14,852,500			1,485			305,671		-		(225,669	)		81,487

The accompanying notes are an integral part of the financial statements

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Blow & Drive Interlock Corporation

Statements of Cash Flows

				For the Period From
	For the year Ended			July 2, 2013 (inception)
	December 31, 2014			December 31, 2013
Cash Flows From Operating Activities
Net loss	$	(223,769	)	$	(1,900	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Common stock issued for services		970			-
Changes in:
Accrued interest and liabilities		34,612			1,200
Net cash used in operating activities		(188,187	)		(700	)

Cash Flows From Investing Activities
Purchase of fixed assets		(2,400	)		-
Net cash (used) in investing activities		(2,400	)		-

Cash Flows From Financing Activities
Proceeds from issuance of common stock		230,456			2,000
Repayments of notes payable - related party		(2,207	)		-
Repurchase of common shares		(1,970	)		-
Proceeds from note payable - related party		160,000			-
Shareholder contributions		75,000			700
Net cash provided by financing activities		461,279			2,700
Net increase in cash		270,692			2,000
Cash at beginning of period		2,000			-
Cash at end of period	$	272,692		$	2,000

Supplemental disclosure of cash flow information
Cash paid for:
Interest	$	998		$	-
Taxes	$	800		$	-

Non-cash transactions:
Common stock issued for services	$	970		$	-

The accompanying notes are an integral part of the financial statements

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Blow & Drive Interlock

Notes to the Financial Statements

Note 1: Nature of Operations and Summary of Significant Policies

Nature of Operations

Blow & Drive Interlock (the “Company”) was incorporated on July 2, 2013 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company is a development-stage SEC reporting company that intends to marker and lease alcohol ignition interlock devices to DUI/DWI offenders as part of their mandatory court or motor vehicle department programs.

The Company envisions that it will develop its market of such interlock devices through franchises, distributorships and independent installers.

Basis of Presentation

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Concentration of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit.

Fair Value of Financial Instruments (other than Derivative Financial Instruments)

The carrying amounts reported in the balance sheets for cash and cash equivalents approximate fair value because of the immediate or short-term maturity of these financial instruments.

Income Taxes

Under ASC 740, “Income Taxes”, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.

Loss per Common Share

The Company has adopted ASC 260 “Earnings Per Share”. Basic loss per common shares excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of December 31, 2014, there are no outstanding dilutive securities.

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Fair Value of Financial Instruments

FASB ASC 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which priorities the inputs in measuring fair value. The hierarchy priorities the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1:	defined as observable inputs such as quoted prices in active markets;
Level 2:	defined as inputs other than quoted prices in active markets that is either directly or indirectly observable; and
Level 3:	defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying amounts of financial assets and liabilities, such as cash and accrued liabilities approximate their fair values because of the short maturity of these instruments.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over three to five years. Improvements to leased property are depreciated over the life of the lease or the life of the improvement, whichever is less.

Revenue

The Company has no revenue as of December 31, 2014.

Note 2: Going Concern

The Company has sustained a cumulative net loss and accumulated deficit of $225,669, since inception of the Company on July 2, 2013. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations. During, 2014, the Company raised approximately $235,000 from its largest shareholder (see note 4) and an additional $230,000 from stock sales in December 2014. Management believes that after these cash infusions, the Company has adequate working capital to operate through December 31, 2015 based on these infusions.

Management’s plans also include selling its equity securities and obtaining debt financing to fund its capital requirement and on-going operations; however, there can be no assurance the Company will be successful in these efforts.

There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Note 3: Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities (Topic 915)” which is in effect for reporting periods beginning after December 15, 2014, however early adoption is permitted and the Company has adopted this update for the year ended December 31, 2014. The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

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Note 4: Property and equipment

The Company has received six prototype devices in November 2014 of which are currently under testing with a combined value of $2,400 at December 31, 2014. As the units have not been placed in service, no depreciation is being taken.

Note 5: Accrued Liabilities

At December 31, 2014, the Company has accrued professional fees for costs of $24,400, interest payable – related party for $9,412 and taxes payable of $2,000.

Note 6: Taxes

The FASB Topic on Income Taxes prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. There were no unrecognized tax benefits as of December 31, 2043 and 2013.

The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties on the Company’s consolidated balance sheets at December 31, 2014 or December 31, 2013, and has not recognized interest and/or penalties in the consolidated statements of operations for the years ended December 31, 2014 and 2013.

The Company has not completed a formal Section 382 analysis regarding the limitation of net operating loss carryforwards. As such, the Company’s net operating loss carryforwards may be limited if an ownership change occurred. The Company does not presently plan to complete a formal Section 382 analysis, and there is a full valuation allowance against its deferred tax assets for net operating losses. The company plans to perform a formal Section 382 analysis if there is sufficient taxable income in future years to begin utilizing its net operating loss carryforwards.

At December 31, 2014 and 2013, the Company had a cumulative federal operating loss carryforwards of approximately $225,000 and $2,000, respectively, which begins to expire in 2033.

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Note 7: Note payable

On February 16, 2014, the Company entered into a note payable agreement with Laurence Wainer, the director, President and sole officer of the Company. The note has a principal balance of $160,000 and bears interest at 7.75% per annum. Principal and interest payments are due in 60 equal monthly installments beginning in March 2014 of $3,205. The Company and Laurence Weiner entered into an additional agreement effective April 2014 suspending loan repayments until January 2015. As of January 2015, the payments have resumed. The principal payments related to this note for the future years ended December 31, are as follows.

Year	Payments
2015	$	48,994
2016		31,118
2017		33,617
2018		39,218
2019		4,836
	$	157,783

Note 8: Equity

In April 2014 the Company received $75,000 as additional paid in capital from Laurence Wainer, Chief Executive officer of the Company.

Note 9: Subsequent Events

On January 21, 2015 the Company entered into a twenty – four month lease agreement. The lease requires monthly payments of base rent of $1,450, commencing on February 1, 2015.

The Company issued 46,250 common shares in the month of January 2015 for $31,000.

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2. Exhibits

3.1	Articles of Incorporation of Blow & Drive Interlock Corporation (1)

3.2	By-laws of Blow & Drive Interlock Corporation (1)

4.1	Form of Common Stock Certificate (1)

10.1	Agreement with Tiber Creek Corporation (3)

10.2	Promissory Note between Blow & Drive Interlock Corporation and Laurence Wainer dated February 16, 2014 (3)++

10.3	Form of Subscription Agreement (3)

10.4	Agreement with Well Electric (C4 Development Ltd.) dated January 23, 2014 (4)

10.5	Property Lease Agreement with Ceres Ave Trust dated February 1, 2014 (4)

10.6	Form of Subscription Agreement (5)

10.7	Lease Cancellation and Termination Agreement *

10.8	Lease dated January 21, 2015 with Marsel Plaza LLC *

16.1	Letter from Former Certifying Public Accountant (2)

31.1	Certification of our Chief Executive Officer and Chief Financial Officer, pursuant to Securities Exchange Act rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.*

32.1	Statement of our Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)*

* Filed herewith

++ Indicates a management contract or compensatory plan or arrangement

(1) Filed with the Company’s Registration Statement on Form 10-12G (File No. 000-55053) filed on September 30, 2013 and incorporated by reference.

(2) Filed with the Company’s Current Report on Form 8-K dated March 30, 2014 and incorporated by reference.

(3) Filed with the Company’s Registration Statement on Form S-1/A (File No. 333-196472) filed on July 24, 2014 and incorporated by reference.

(4) Filed with the Company’s Registration Statement on Form S-1/A (File No. 333-196472) filed on September 29, 2014 and incorporated by reference.

(5) Filed with the Company’s Current Report on Form 8-K dated February 24, 2015 and incorporated by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BLOW & DRIVE INTERLOCK CORPORATION

	By:	/s/ Laurence Wainer
		Laurence Wainer
Dated: March 30, 2015		Chief Executive Officer

Pursuant to the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

NAME	OFFICE	DATE

/s/ Laurence Wainer	Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Director	March 30, 2015
Laurence Wainer

LEASE CANCELLATION AND TERMINATION AGREEMENT

This LEASE CANCELLATION AND TERMINATION AGREEMENT (this “Agreement”) is made by and among Ceres Avenue Trust (the “Landlord”), on their own behalf and on behalf of all other persons or entities having an interest as landlord under that certain Lease dated February 1 ^st 2014 (the “Lease”) demising certain leased premises described therein (the “Premises”), on property located at 731 Ceres Ave, City of Los Angeles County of Los Angeles, State of California (the “Building”), and by Blow & Drive Interlock Inc. (the “Tenant”), for its own behalf and on behalf of all of its predecessors-in-interest in the Lease and all other persons or entities having an interest as tenant under the Lease.

Landlord and Tenant have agreed that the Lease shall be cancelled and terminated in consideration of the mutual covenants set forth below and in accordance with the terms and conditions set forth herein.

1. Recitals Incorporated . The foregoing recitals are incorporated herein by reference into this Agreement as though set forth at length.

2. Security Deposit . The parties acknowledge that Tenant has deposited with Landlord the amount of $18,000 is forfeited by Blow 7 Drive Interlock effective immediately.

3. Lease Modification . The term of the Lease shall expire and shall be deemed terminated and cancelled effective on December 1 ^st 2014 (the “Expiration Date”). Except as modified herein, the Lease is unmodified and in full force and effect.

4. Lease Termination and Termination Payment . Notwithstanding the foregoing, if, on or before the Expiration Date, Tenant vacates the Premises and leaves such Premises in reasonably good condition and repair and otherwise in such condition as is required under Paragraph 6, below and under the Lease with respect to surrender of the Premises at the end of the term of such Lease, then, in such event, as of the date that Tenant so vacates the Premises (such date being the “Termination Date”), (i) the Lease shall be deemed terminated and cancelled with the same effect as if such date were the normal expiration date of the Lease; (ii) Landlord shall pay or cause to be paid to Tenant, a cash termination payment of Zero Dollars ($0.00); (iii) neither party shall have any claim against the other, and each party releases the other from any and all claims, liabilities, damages or actions of any kind whatsoever arising out of or pursuant to the Lease or Tenant’s use or occupancy of the Premises; and (iv) Landlord shall return the security deposit to Tenant. Notwithstanding any provision in the Lease or in this Agreement, if for any reason Tenant fails to perform any obligation hereunder or under the Lease, including, without limitation, Tenant’s obligation to vacates the Premises and leaves such Premises in reasonably good condition and repair and otherwise in such condition as is required under Paragraph 6, below on or before the Expiration Date, then, in such event, the Prepayment shall be due and payable by Tenant to Landlord immediately.

5. Compliance with Obligations . Tenant shall be responsible for all obligations of Tenant under the Lease through and including the Termination Date, including, without limitation, Tenant’s obligation to pay monthly rent, additional rent, utility charges and all other amounts and charges owing under the Lease.

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6. Condition of Premises . On or before the Termination Date, Tenant shall remove all of its trade fixtures and personal property; repair all damage to the Premises caused by such removal; vacate the Premises and leave such Premises in reasonably good, broom swept clean condition and repair and otherwise in such condition as is required under the Lease with respect to surrender of the Premises at the end of the term of such Lease; and deliver the keys to the Premises to Landlord.

7. Mutual Release . By this Agreement, effective on the Termination Date and so long as neither party shall be in default under its obligations hereunder, each party hereto releases the other party hereto from all claims, demands, damages, rights, liabilities, and causes of action of any nature whatsoever, whether at law or equity, known or unknown, suspected or unsuspected, which are related or in any manner incidental to the Lease or the Premises and which first arise out of transactions and occurrences from and after the Termination Date. Each party waives and relinquishes any right or benefit which it has or may have under applicable law regarding waiver of unknown claims to the full extent that it may lawfully waive such rights and benefits. In connection with such waiver and relinquishment, each party acknowledges that it is aware that it or its attorneys or accountants may hereafter discover facts in addition to or different from those which it now knows or believes to exist with respect to the subject matter of this Agreement or the other party hereto, but that is such parties intention hereby fully, finally, and forever to settle and release all of the claims, disputes, and differences, known or unknown, suspected or unsuspected, which now exist or may exist hereafter between each party with regard to the Lease or the Premises. This Agreement shall be and remain in effect as a full and complete release notwithstanding the discovery or existence of any such additional or different facts. Notwithstanding the foregoing to the contrary, this Mutual Release is not intended to release or offset actions by either party for claims arising as a result of (i) a breach of the Lease and occurring on or before the Termination Date, (ii) a breach of this Agreement, or (iii) transactions and occurrences on or before the Termination Date.

8. Knowing Release . In executing this Agreement, each party hereto acknowledges that they have consulted with and received the advice of counsel and that the parties have executed this Agreement after independent investigation and without fraud, duress, or undue influence.

9. Authority of Tenant . Tenant represents and warrants that (i) it is the owner and holder of the tenant’s interest in the Lease and that it has the power, right and authority to execute this Agreement and to carry out the intent hereof, (ii) the execution and delivery of this Agreement shall not violate or contravene any agreement, contract, security agreement, lease or indenture to which Tenant is a party or by which it is bound or requires the consent of any party to any of the foregoing and (iii) the Premises, including all improvements and betterments thereto, are unencumbered, free of any security interests, liens, chattel mortgages, leases, lease purchase agreements or any other security or financing devices and, all such installations have been fully paid for.

10. Attorney Fees . If any party initiates legal proceedings to enforce its rights under this Agreement, the substantially prevailing party shall be entitled to reimbursement of its reasonable attorney fees, costs, expenses and disbursements from the other parties.

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11. Final and Complete Expression . This Agreement is the final and complete expression of the parties. This Agreement may not be modified, interpreted, amended, waived or revoked orally, but only by a writing signed by all of the parties hereto.

12. Severability . If any provision in this Agreement is deemed invalid, then the remaining provisions thereof will continue in full force and effect and will be construed as if the invalid provision had not been a part of this Agreement.

13. Counterparts . This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same document.

Dated this 1 ^st day of December, 2014

TENANT:		Blow & Drive Interlock Inc.

Ceres Avenue Trust

		Laurence Wainer (CEO)
LANDLORD:
		Ceres Avenue Trust

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This Lease dated January 21, 2015 is by and between “Marsel Plaza LLC.” (hereinafter “Landlord”) and ““LAURENCE WAINER” and “Blow and Drive INTERLOCK, INC.”” (hereinafter “Tenant”).

1.	LEASE OF PREMISES

	In consideration of the Rent (as defined at Section 5.4) and the provisions of this Lease, Landlord leases to Tenant and Tenant leases from Landlord the Premises shown by diagonal lines on the floor plan attached hereto as Exhibit “A”, and further described at Section 2k. The Premises are located within the Building and Project described in Section 21. Tenant shall have the non-exclusive right (unless otherwise provided herein) in common with Landlord, other tenants, subtenants and invitees, to use of the Common Areas (as defined at Section 2e).

2.	DEFINITIONS

	As used in this lease, the following terms shall have the following meanings:

	a.	Base Rent: $1,450.0 0 per month (See Section 5.1)

	b.	Base Year: 2015

	c.	Broker: Meir Kroll

	d.	Commencement Date: FEBRUARY 1, 2015

	e.	Common Areas: The building lobbies, common corridors and hallways, restrooms, garage and parking areas, stairways, elevators and other generally understood public or common areas. Landlord shall have the right to regulate or restrict the use of the Common Areas.

	f.	Expiration Date: Twenty-Four (24) months from the Commencement Date.

	g.	Intentionally Omitted

h.	Landlord’s Mailing Address:	9454 Wilshire Blvd., Suite 600 Beverly Hills, CA 90212 Fax: (310)278-0866

	Tenant’s Mailing Address:	5527 Hermitage Avenue Valley Village, CA 91607 Fax: (______) ____________

	i.	Option: Landlord hereby grants to Tenant one (1) option (“Option”) to extend the Term of this Lease for an additional period of three (2) years for each option (“Option Term”). ((See number 40 below))

	j.	Parking: Tenant shall be permitted, but is not obligated to, park up to four (4) parking spaces for a total of $200.00 to be paid on a monthly basis for parking in the subterranean (underground) parking during the Lease Term. Tenant shall abide by any and all parking regulations and rules established from time to time by Landlord or Landlord’s parking operator. Landlord reserves the right to separately charge Tenant’s guests and visitors for parking. Tenant’s parking rights shall be subject to Exhibit “B”. Tenant will not park Tenant’s vehicle on the first floor of the shopping center. Tenant’s parking rates of $200.00 for the four (4) parking spaces will increase by 10% per a year for each remaining year of the lease.

	k.	Premises: That portion of the Building is known as suite 304.

	l .	Project: The building of which the Premises are a part (the “Building”) and any other buildings or improvements on the real property (the “Property”) located at 1080 South La Cienega Boulevard, Los Angeles, California, Suite 304.

	m.	Intentionally Omitted.

	n.	Security Deposit (Article 7): Total of: $4,350.00

	o.	State: CA

	P.	Tenant’s First Adjustment Date (Section 5.2): The first day of the calendar month in which the first (1 ^st ) anniversary of the Commencement Date occurs.

	q.	Payment of First and Last Month. At the time of execution of this Lease, Tenant will pay Landlord for the first and last month rent that equates to $3,750 In additional to this, Tenant will provide payment of $4,350.00 for security deposit.

	r.	Tenant’s Use Clause (Article 8): Solely for office use for the purposes of selling of interlock systems and for no other usage.

3.	EXHIBITS

	The exhibits listed below are incorporated by reference in this Lease:

	“A”	FLOOR PLAN

	“B”	PARKING AGREEMENT

	“D”	RULES AND REGULATIONS

	“F”	LEASE GUARANTY

4.	DELIVERY OF POSSESSION

	4.1	Intentionally omitted.

	4.2	Tender of Possession — Defined. Possession of the Premises shall be deemed tendered to Tenant (“Tender of Possession”) upon execution of this Lease.

	4.3	Delays Caused by Tenant. If Tender of Possession is delayed as a result of delays caused by acts or omissions of Tenant, Tenant’s agents, employees and contractors, the date that Tender of Possession would have occurred but for such delays shall be deemed for all purposes to be the date of Tender of Possession, and there shall be no abatement of rent thereafter.

	4.4	Intentionally omitted.

	4.5	Intentionally omitted.

RENT

	5.1	Payment of Base Rent. Tenant agrees to pay the Base Rent for the Premises. Monthly Installments of Base Rent shall be payable in advance on the first day of each calendar month of the Term without any offset, notice or demand. If the Term begins (or ends) on other than the first (or last) day of a calendar month, the Base Rent for the partial month shall be prorated on a per diem basis. Tenant shall pay Landlord the first Monthly Installment of Base Rent when Tenant executes the Lease.

	5.2	Adjusted Base Rent . The amount of Monthly Installments of Base Rent payable hereunder shall be as follows:

Months		Monthly Base Rent
1 - 12		$1,450.00
13-24		$1,450.00

	5.3	Definition of Rent. All costs and expenses which Tenant assumes or agrees to pay to Landlord under this Lease shall be deemed additional rent (which, together with the Base Rent is sometimes refereed to as the “Rent”). The Rent shall be paid to the Building manager (or other person) and at such place, as Landlord may from time to time designate in writing, without any prior demand therefore and without deduction or offset, in lawful money of the United States of America.

	5.4	Rent Control. If the amount of Rent or any other payment due under this Lease violates the terms of any governmental restrictions on such Rent or payment, the Rent or payment due during the period of such restrictions shall be the maximum amount allowable under those restrictions. Upon termination of the restrictions, Landlord shall, to the extent it is legally permitted, recover from Tenant the difference between the amounts received during the period of the restrictions and the amounts Landlord would have received had there been no restrictions.

6.	INTEREST AND LATE CHARGES

	If Tenant fails to pay when due any Rent or other amounts or charges which Tenant is obligated to pay under the terms of this Lease, the unpaid amounts shall bear interest at the maximum rate then allowed by law. Tenant acknowledges that the late payment of any Monthly Installment of Base Rent will cause Landlord to lose the use of that money and incur costs and expenses not contemplated under this Lease, including without limitation, administrative and collection costs and processing and accounting expenses, the exact amount of which is extremely difficult to ascertain. Therefore, in addition to interest, if any such installment is not received by Landlord within ten (10) days from the date it is due, Tenant shall pay Landlord a late charge equal to five percent (5%) of such installment. Landlord and Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for the loss suffered from such nonpayment by Tenant. Acceptance of any interest or late charge shall not constitute a waiver of Tenant’s default with respect to such nonpayment by Tenant nor prevent Landlord from exercising any other rights or remedies available to Landlord under this Lease.

7.	SECURITY DEPOSIT

	Tenant agrees to deposit with Landlord the Security Deposit set forth at Section 2n upon execution of this Lease, as security for Tenant’s faithful performance of its obligations under this Lease. Landlord and Tenant agree that the Security Deposit may be commingled with funds of Landlord and Landlord shall have no obligation or liability for payment of interest on such deposit. Tenant shall not mortgage, assign, transfer or encumber the Security Deposit without the prior written consent of Landlord and any attempt by Tenant to do so shall be void, without force or effect and shall not be binding upon Landlord.

	If Tenant fails to pay any Rent or other amount when due and payable under this Lease, or fails to perform any of the terms hereof, Landlord may appropriate and apply or use all or any portion of the Security Deposit for Rent payments or any other amount then due and unpaid, for payment of any amount for which Landlord has become obligated as a result of Tenant’s default or breach, and for any loss or damage sustained by Landlord as a result of Tenant’s default or breach, and Landlord may so apply or use this deposit without prejudice to any other remedy Landlord may have by reason of Tenant’s default or breach. If Landlord so uses any of the Security Deposit, Tenant shall, within ten (10) days after written demand therefore, restore the Security Deposit to the full amount originally deposited; Tenant’s failure to do so shall constitute an act of default hereunder and Landlord shall have the right to exercise any remedy provided for at Article 27 hereof. Within thirty (30) days after the Term (or any extension thereof) has expired or Tenant has vacated the Premises, whichever shall last occur, and provided Tenant is not then in default on any of its obligations hereunder, Landlord shall return the Security Deposit to Tenant, or, if Tenant has assigned its interest under this Lease, to the last assignee of Tenant. Notwithstanding anything to the contrary contained herein, Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, or any similar or successor Regulations or other laws now or hereinafter in effect. If Landlord sells its interest in the Premises, Landlord may deliver this deposit to the purchaser of Landlord’s interest and thereupon be relieved of any further liability or obligation with respect to the Security Deposit.

8.	TENANT’S USE OF THE PREMISES

	Tenant shall use the Premises solely for the purposes set forth in Tenant’s Use Clause. Tenant shall not use or occupy the Premises in violation of law or any covenant, condition or restriction affecting the Building or Project or the Certificate of Occupancy issued for the Building or Project, and shall, upon notice from Landlord, immediately discontinue any use of the Premises which is declared by any governmental authority having jurisdiction to be a violation of law or the Certificate of Occupancy. Tenant, at Tenant’s own cost and expense, shall comply with all laws, ordinances, regulations, rules and/or any directions of any governmental agencies or authorities having jurisdiction which shall impose any duty upon Tenant or Landlord with respect to the Premises or its use or occupation. A judgment of any court of competent jurisdiction or the admission by Tenant in any action or proceeding against Tenant that Tenant has violated any such laws, ordinances, regulations, rules and/or directions in the use of the Premises shall be deemed to be a conclusive determination of that fact as between Landlord and Tenant. Tenant shall not do or permit to be done anything which will invalidate or increase the cost of any fire, extended coverage or other insurance policy covering the Building or Project and/or property located therein, and shall comply with all rules, orders, regulations, requirements and recommendations of the Insurance Services Office or any other organization performing a similar function. Tenant shall promptly upon demand reimburse Landlord for any additional premium charged for such policy by reason of Tenant’s failure to comply with the provisions of this Article. Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building or Project, or injure or annoy them, or use or allow the Premises to be used for any improper, immoral, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises. Tenant shall not commit or suffer to be committed any waste in or upon the Premises.

9.	SERVICES AND UTILITIES

	Landlord shall provide Tenant with access at the Premises to any utilities reasonably necessary to conduct retail business in the Premises (“Utilities”). Tenant shall pay for the cost of Utilities servicing the Premises utilized by Tenant directly to the public utility provided. The cost of any Utilities for the benefit of the Common Areas shall not be charged to or payable by Tenant and shall be included in Common Area Expenses.

The electrical power to the Premises is currently provided by the public utility directly to the Premises. Tenant shall, at its own expense, arrange for and directly pay to the appropriate utility company the cost of any such electrical use and the cost of any other service provided to the Premises such as telephone and cable which are not furnished by Landlord.

The heating, ventilation and air conditioning system serving the Premises, services only the Premises and the cost of its operation, maintenance and its use and consumption, as separately metered or sub-metered to the Premises, shall be paid directly by Tenant.

Landlord reserves the right to alter the provider or manner of providing the Utilities serving the Premises provided that in no event shall Tenant’s total charges for utilities provided by Landlord exceed the amount that Tenant would be charged by the local utility company if it were billed directly by such utility as a direct retail customer.

(If Office Lease, Provided that Tenant is not in default hereunder, Landlord agrees to furnish to the Premises, during generally recognized business days and during hours determined by Landlord in its sole discretion and subject to the Rules and Regulations of the Building or Project, electricity for normal desktop office equipment and normal copying equipment, and heating, ventilation and air conditioning (“HVAC’) If Tenant desires HVAC at any other time, Landlord shall use reasonable efforts to furnish such service upon reasonable notice from Tenant and Tenant shall pay Landlord’s charges therefore on demand. Landlord shall also maintain and keep lighted the common stairs, common entries and restrooms in the Building. Landlord shall not be in default hereunder or be liable for any damages directly or indirectly resulting from, nor shall the Rent be abated by reason of (i) the installation, use or interruption of use of any equipment in connection with the furnishing of any of the foregoing services, (ii) failure to furnish or delay in furnishing any such services where such failure or delay is caused by accident or any condition or event beyond the reasonable control of Landlord, or by the making of necessary repairs or improvements to the Premises, Building or Project, or (iii) the limitation, curtailment or rationing of or restrictions on, use of water, electricity, gas or any other form of energy serving the Premises, Building or Project. Landlord shall not be liable under any circumstances for a loss of or injury to property or business, however occurring, through or in connection with or incidental to failure to furnish any such services. If Tenant uses heat-generating machines or equipment in the Premises which affect the temperature otherwise maintained by the HVAC system, Landlord reserves the right to install supplementary air conditioning units in the Premises and the cost thereof including the cost of installation, operation and maintenance thereof, shall be paid by Tenant to Landlord upon demand by Landlord.

Tenant shall not, without the written consent of Landlord, use any apparatus or device in the Premises, including without limitation, electronic data processing machines, punch card machines or machines using in excess of 120 volts, which consumes more electricity than is usually furnished or supplied for the use of premises as general office space, as determined by Landlord. Tenant shall not connect any apparatus with electric current except through existing electrical outlets in the Premises. Tenant shall not consume water or electric current in excess of that usually furnished or supplied for the use of premises as general office space (as determined by Landlord), without first procuring the written consent of Landlord, which Landlord may refuse, and in the event of consent, Landlord may have installed a water meter or electrical current meter in the Premises to measure the amount of water or electric current consumed. The cost of any such meter and of its installation, maintenance and repair shall be paid for by the Tenant and Tenant agrees to pay to Landlord promptly upon demand for all such water and electric current consumed as shown by said meters, at the rates charged for such services by the local public utility plus any additional expense incurred in keeping account of the water and electric current so consumed. If a separate meter is not installed, the excess cost for such water and electric current shall be established by an estimate made by a utility company or electrical engineer hired by Landlord at Tenant’s expense.

Nothing contained in this Article shall restrict Landlord’s right to require at any time separate metering of utilities furnished to the Premises. In the event utilities are separately metered, Tenant shall pay promptly upon demand for all utilities consumed at utility rates charged by the local public utility plus any additional expense incurred by Landlord in keeping account of the utilities so consumed. Tenant shall be responsible for the maintenance and repair of any such meters at its sole cost.

Landlord shall furnish elevator service, lighting replacement for building standard lights, restroom supplies, window washing and janitor services in a manner that such services are customarily furnished to comparable office buildings in the area.)

10.

CONDITION OF THE PREMISES

Landlord shall deliver the Premises to Tenant in “as-is” condition. Tenant’s taking possession of the Premises shall be deemed conclusive evidence that, as of the date of taking possession, the Premises are in good order and satisfactory condition, except for such matters as to which Tenant gave Landlord written notice on or before the Commencement Date. “No promise of Landlord to alter, remodel, repair or improve the Premises, the Building or the Project and no representation, express or implied, respecting any matter or thing relating to the Premises, Building, Project or this Lease (including, without limitation, the condition of the Premises, the Building or the Project) have been made to Tenant by Landlord or its Broker, other than as may be contained herein or in a separate exhibit or addendum signed by Landlord and Tenant.

11.

CONSTRUCTION, REPAIRS AND MAINTENANCE

	a.	Landlord’s Obligations. Landlord shall maintain in good order, condition and repair the Building and all other portions of the Premises not the obligation of Tenant or of any other tenant in the Building,

	b.	Tenant’s Obligations.

	(1)	Tenant shall perform all work required to the Premises.

	(2)	I Tenant, at Tenant’s sole expense, shall, except for services furnished by Landlord pursuant to Article 9 hereof, maintain the Premises in good order, condition and repair, including the interior surfaces of the ceilings, walls and floors, all doors, all interior windows, all plumbing, pipes and fixtures, electrical wiring, switches and fixtures, Building Standard furnishings and special items and equipment installed by or at the expense of Tenant.

	(3)	I Tenant shall be responsible for repairs and alterations in and to the Premises, Building and Project and the facilities and systems thereof, the need for which arises out of (i) Tenant’s use or occupancy of the Premises, (ii) the installation, removal, use or operation of Tenant’s Property (as defined in Article 13) in the Premises, (iii) the moving of Tenant’s Property into or out of the Building, or (iv) the act, omission, misuse or negligence of Tenant, its agents, contractors, employees or invitees.

	(4)	1 If Tenant fails to maintain the Premises in good order, condition and repair, Landlord shall give Tenant notice to do such acts as are reasonably required to so maintain the Premises. If Tenant fails to promptly commence such work and diligently prosecute it to completion, then Landlord shall have the right to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Any amount so expended by Landlord shall be paid by Tenant promptly after demand with interest at the prime commercial rate then being charged by Bank of America NT & SA plus two percent (2%) per annum, from the date of such work, but not to exceed the maximum rate then allowed by law. Landlord shall have no liability to Tenant for any damage, inconvenience, or interference with the use of the Premises by Tenant as a result of performing any such work.

	c.	Compliance with Law. Landlord and Tenant shall each do all acts required to comply with all applicable laws, ordinances, and rules of any public authority relating to their respective maintenance obligations as set forth herein. Should any law, statute, ordinance or governmental rule of regulation be promulgated or enacted requiring the installation of appropriate fire life safety equipment, Tenant shall bear its Proportionate Share of responsibility for said cost, as per paragraph 2q.

	d.	Intentionally Omitted

	e.	Load and Equipment Limits. Tenant shall not place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry, as determined by Landlord or Landlord’s structural engineer. The cost of any such determination made by Landlord’s structural engineer shall be paid for by Tenant upon demand. Tenant shall not install business machines or mechanical equipment which cause noise or vibration to such a degree as to be objectionable to Landlord or other Building tenants.

	f.	Except as otherwise expressly provided in this Lease, Landlord shall have no liability to Tenant nor shall Tenant’s obligations under this Lease be reduced or abated in any manner whatsoever by reason of any inconvenience, annoyance, interruption or injury to business arising from Landlord’s making any repairs or changes which Landlord is required or permitted by this Lease or by an other tenant’s lease or required by law to make in or to any portion of the Project Building or the Premises. Landlord shall nevertheless use reasonable efforts to minimize any interference with Tenant’s business in the Premises.

	g.	Tenant shall give Landlord prompt notice of any damage to or defective condition in any part of appurtenance of the Building’s mechanical, electrical, plumbing, HVAC or other systems serving, located in, or passing through the Premises.

	h.	Upon the expiration or earlier termination of this Lease, Tenant shall return the Premises to Landlord clean and in the same condition as on the date Tenant took possession, except for normal wear and tear. Any damage to the Premises, including any structural damage, resulting from Tenant’s use or from the removal of Tenant’s fixtures, furnishings and equipment pursuant to Section 13b shall be repaired by Tenant at Tenant’s expense.

12.

ALTERATIONS AND ADDITIONS

	a.	Tenant shall not make any additions, alterations or improvements to the Premises without obtaining the prior written consent of Landlord. Landlord’s consent may be conditioned on Tenant’s removing any such additions, alterations or improvements upon the expiration of the Term and restoring the Premises to the same condition as on the date Tenant took possession. All work with respect to any addition, alteration or improvement shall be done in a good and workmanlike manner by properly qualified and licensed personnel approved by Landlord, and such work shall be diligently prosecuted to completion. Landlord may, at Landlord’s option, require that any such work be performed by Landlord’s contractor, in which case the cost of such work shall be paid for before commencement of the work. Tenant shall pay to Landlord upon completion of any such work by Landlord’s contractor, an administrative fee of three percent (3) of the cost of the work.

	b.	Tenant shall pay the costs of any work done on the Premises pursuant to Section 12a, and shall keep the Premises, Building and Project free and clear of liens of any kind. Tenant shall indemnify, defend against and keep Landlord free and harmless from all liability, loss, damage, costs, attorneys’ fees and any other expense incurred on account of claims by any person performing work or furnishing materials or supplies for Tenant or any person claiming under Tenant.

		Tenant shall keep Tenant’s leasehold interest, and any additions or improvements which are or become the property of Landlord under this Lease, free and clear of all attachment or judgment liens. Before the actual commencement of any work for which a claim or lien may be filed, Tenant shall give Landlord notice of the intended commencement date a sufficient time before that date to enable Landlord to post notices of non- responsibility or any other notices which Landlord deems necessary for the proper protection of Landlord’s interest in the Premises, Building or the Project, and Landlord shall have the right to enter the Premises and post such notices at any reasonable time.

	c.	Landlord may require, at Landlord’s sole option, that Tenant provide to Landlord, at Tenant’s expense, a lien and completion bond in an amount equal to at least one and one-half (1 1/2) times the total estimated cost of any additions, alterations or improvements to be made in or to the Premises, to protect Landlord against any liability for mechanic’s and material men’s liens and to ensure timely completion of the work. Nothing contained in this Section 12c shall relieve Tenant of its obligation under Section 12b to keep the Premises, Building and Project free of ail liens.

	d.	Unless their removal is required by Landlord as provided in Section 12a, all additions, alterations and improvements made to the Premises shall become the property of Landlord and be surrendered with the Premises upon the expiration of the Term; provided, however, Tenant’s equipment, machinery and trade fixtures which can be removed without damage to the Premises shall remain the property of Tenant and may be removed, subject to the provisions of Section 13b.

	e.	Tenant shall provide Landlord with as-built plans and specifications for any alterations, improvements or additions and Landlord’s written approval thereto shall be required prior to the commencement of any work done on the Premises.

13.

LEASEHOLD IMPROVEMENTS; TENANT’S PROPERTY

	a.	All fixtures, equipment, improvements and appurtenances attached to or built into the Premises at the commencement of during the Lease Term, whether or not by or at the expense of Tenant (“Leasehold Improvements”), shall be and remain a part of the Premises, shall be the property of the Landlord and shall not be removed by Tenant, except as expressly provided in Section 13b or if such removal is required by Landlord.

	b.	All movable partitions, business and trade fixtures, machinery and equipment, communications equipment and office equipment located in the Premises and acquired by or for the account of Tenant, without expense to Landlord, which can be removed without structural damage to the Building, and all furniture, furnishings and other articles of movable personal property owned by Tenant and may be removed by Tenant at any time during the Term; provided that if any of Tenant’s Property is removed, Tenant shall promptly repair any damage to the Premises or to the Building resulting from such removal.

14.

RULES AND REGULATIONS

Tenant agrees to comply with (and cause its agents, contractors, employees and invitees to comply with) the rules and regulations attached hereto as Exhibit “D” and with such reasonable modifications thereof and additions thereto as Landlord may from time to time make. Landlord shall not be responsible for any violation of said rules and regulations by other tenants or occupants of the Building or Project.

15.

CERTAIN RIGHTS RESERVED BY LANDLORD

Landlord reserves the following rights, exercisable without liability to Tenant for (a) damage or injury to property, person or business, (b) causing an actual or constructive eviction from the Premises, or (c) disturbing Tenant’s use or possession of the Premises:

To maintain all signs on the exterior and interior of the Building and Project;

	b.	To have passkeys to the Premises and all doors within the Premises, excluding Tenant’s vaults and safes;

	c.	At any time during the Term, and on reasonable prior notice to Tenant, to inspect the Premises, and to show the Premises to any prospective purchaser or mortgagee of the Project, or to any assignee of any mortgage on the Project, or to others having an interest in the Project or Landlord, and during the last six months of the Term, to show the Premises to prospective tenants thereof; and

	d.	To enter the Premises for the purpose of making inspections, repairs, alterations, additions or improvements to the Premises or the Building (including, without limitation, checking, calibrating, adjusting or balancing controls and other parts of the HVAC system), and to take all steps as may be necessary or desirable for the safety, protection, maintenance or preservation of the Premises or the Building or Landlord’s interest therein, or as may be necessary or desirable for the operation or improvement of the Building or in order to comply with laws, orders or requirements of governmental or other authority. Landlord agrees to use reasonable efforts (except in an emergency) to minimize interference with Tenant’s business in the Premises in the course of any such entry.

16.

ASSIGNMENT AND SUBLETTING

No assignment of this Lease or sublease of all or any part of the Premises shall be permitted, except as provided in this Article 16.

	a.	Tenant shall not, without prior written consent of Landlord, assign or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof, or permit the use of the Premises by any part other than Tenant. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. This Lease shall not, nor shall any interest of Tenant herein, be assignable by operation of law without the written consent of Landlord.

	b.	If, at any time or from time to time during the Term, Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord setting forth the terms and provisions of the proposed assignment or sublease, and the identity of the proposed assignee or subtenant. Tenant shall promptly supply Landlord with such information concerning the business background and financial condition of such proposed assignee or subtenant as Landlord may reasonably request. Landlord shall have the option, exercisable by notice given to Tenant within twenty (20) days after Tenant’s notice is given, either to sublet such space from Tenant at the rental and on the other terms set forth in this Lease for the term set for in Tenant’s notice, or, in the case of an assignment, to terminate this Lease. If Landlord does not exercise such option, Tenant may assign the Lease or sublet such space to such proposed assignee or subtenant on the following further conditions:

	(1)	Landlord shall have the right to approve such proposed assignee or subtenant, which approval shall not be unreasonably withheld;

	(2)	The assignment or sublease shall be on the same terms set forth in the notice given to Landlord;

	(3)	No assignment or sublease shall be valid and no assignee or sublessee shall take possession of the Premises until an executed counterpart of such assignment or sublease has been delivered to Landlord;

	(4)	No assignee or sublessee shall have a further right to assign or sublet except on the terms herein contained; and

	(5)	All sums or other economic consideration received by Tenant as a result of such assignment or subletting, however denominated under the assignment or sublease, which exceed, in the aggregate, (i) the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased), plus (ii) any real estate brokerage commissions or fees payable in connection with such assignment or subletting, shall be paid to Landlord as additional rent under this Lease without affecting or reducing any other obligations of Tenant hereunder.

	c.	No subletting or assignment shall release Tenant of Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder, The acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by an assignee or subtenant of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. Landlord may consent to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant of liability under this Lease.

	d.	If Tenant assigns the Lease or sublets the Premises or requests the consent of Landlord to any assignment or subletting or if Tenant requests the consent of Landlord for any act that Tenant proposes to do, then Tenant shall, upon demand, pay Landlord an administrative fee of Five Hundred Dollars and No/100ths Dollars ($500) including any attorneys’ fees reasonably incurred by Landlord in connection with such act or request.

Notwithstanding any of the foregoing, the following shall be considered an inexhaustive list of reasonable grounds for the denial of consent to any assignment or sublease:

	(a)	The assignment or sublease would violate a use restriction or other enforceable provision contained in any other lease in the Building;

	(b)	An assignment or sublease to a tax-exempt or other entity which would require Landlord to depreciate or amortize any of its real or personal property on a less favorable basis than Landlord is presently using;

	(c)	The assignment or sublease will unreasonably increase Project operating costs, services, utilities or other expenses which must be shared jointly by other tenants; or

	(d)	The assignee or sublessee is not able to reasonably comply with the rules pertaining to the use of the Premises contained in paragraph 8 of the Lease.

17.

HOLDING OVER

If Tenant remains in possession of the Premises or any part thereof after the expiration of the term hereof with the express written consent of Landlord, which consent Landlord shall have the right to grant or withhold in its sole and absolute discretion, such occupancy shall be a tenancy from month to month at a Minimum Rent in the amount of fifteen percent (15%) above the previous month’s Minimum Rent, plus all other rent and charges payable hereunder, and upon all the terms hereof applicable to a month to month tenancy. If either party desires to terminate such month-to-month tenancy, it shall give the other party not less than thirty (30) days advance written notice of the date of termination. If Tenant remains in possession of the Premises or any part thereof after the expiration of the term hereof without the express written consent of Landlord, Landlord may treat such occupancy as a tenancy at sufferance at a rental in the amount which Landlord determines at its sole discretion, plus all other rent and charges payable hereunder, and upon all the terms hereof. In any event, no provision of this paragraph shall be deemed to waive Landlord’s right of reentry or any other right under this Lease or at law or limit Landlord’s remedies for Tenant’s failure to return possession of the Premises upon the expiration of this Lease.

18.

SURRENDER OF PREMISES

	a.	Tenant shall peaceably surrender the Premises to Landlord on the Expiration Date, in broom-clean condition and in as good condition as when Tenant took possession, except for (i) reasonable wear and tear, (ii) loss by fire or other casualty that is not the obligation of Tenant to repair, and (iii) loss by condemnation. Tenant shall, on Landlord’s request, remove Tenant’s Property on or before the Expiration Date and promptly repair all damage to the Premises or Building caused by such removal.

	b.	If Tenant abandons or surrenders the Premises, or is dispossessed by process of law or otherwise, any of Tenant’s Property left on the Premises shall be deemed to be abandoned, and, at Landlord’s option, title shall pass to Landlord under this Lease as by a bill of sale. If Landlord elects to remove all or any part of such Tenant’s Property, the cost of removal, including repairing any damage to the Premises or Building caused by such removal, shall be paid by Tenant. On the Expiration Date, Tenant shall surrender all keys to the Premises.

19.

DESTRUCTION OR DAMAGE

	a.	If the Premises or the portion of the Building necessary for Tenant’s occupancy is damaged by fire, earthquake, act of God, the elements or other casualty, Landlord shall, subject to the provisions of this Article, promptly repair the damage, if such repairs can, in Landlord’s opinion, be completed within one hundred eighty (180) days. If Landlord determines that repairs can be completed within one hundred eighty (180) days without the payment of overtime, this Lease shall remain in full force and effect, except that if such damage is not the result of the negligence or willful misconduct of Tenant or Tenant’s agents, employees, contractors, licensees or invitees, the Base Rent shall be abated to the extent Tenant’s use of the Premises is impaired, commencing with the date of damage and continuing until completion of the repairs required of Landlord under Section 19d.

	b.	If, in Landlord’s opinion, such repairs to the Premises or portion of the Building necessary for Tenant’s occupancy cannot be completed within one hundred eighty (180) days, Landlord may elect, upon notice to Tenant given within thirty (30) days after the date of such fire or other casualty, to repair such damage, in which event this Lease shall continue in full force and effect, but the Base Rent shall be partially abated as provided in Section 19a. If Landlord does not so elect to make such repairs, this Lease shall terminate as of the date of such fire or other casualty.

	c.	If any other portion of the Building or Project is totally destroyed or damaged to the extent that, in Landlord’s opinion, repair thereof cannot be completed within one hundred eighty (180) days, Landlord may elect upon notice to Tenant given within thirty (30) days after the date of such fire or other casualty, to repair such damage, ill which event this Lease shall continue in full force and effect, but the Base Rent shall be partially abated as provided in Section 19a. If Landlord does not elect to make such repairs, this Lease shall terminate as of the date of such fire or other casualty.

	d.	If the Premises are to be repaired under this Article, Landlord shall repair at its cost any injury or damage to the Building and Initial Tenant Improvements in the Premises. Tenant shall be responsible at its sole cost and expense for the repair, restoration and replacement of any other Leasehold Improvements and Tenant’s Property. Landlord shall not be liable for any loss of business, inconvenience or annoyance arising from any repair or restoration of any portion of the Premises. Building or Project as a result of any damage from fire or other casualty.

	e.	This Lease shall be considered an express agreement governing any case of damage to or destruction of the Premises, Building or Project by fire or other casualty, and any present or future law which purports to govern the rights of Landlord and Tenant in such circumstances, in the absence of express agreement, shall have no application.

20.

EMINENT DOMAIN

	a.	If the whole of the Building or Premises is lawfully taken by condemnation or in any other manner for any public or quasi-public purpose, this lease shall terminate as of the date of such taking, and Rent shall be prorated to such date. If less than the whole of the Building or Premises is so taken, this lease shall be unaffected by such taking, provided that (i) Tenant shall have the right to terminate this Lease by notice to Landlord given within ninety (90) days after the date of such taking if twenty percent (20%) or more of the Premises is taken and the remaining area of the Premises is not reasonably sufficient for Tenant to continue operation of its business, and (ii) Landlord shall have the right to terminate this Lease by notice to Tenant given within ninety (90) days after the date of such taking. If either Landlord or Tenant so elects to terminate this Lease, the Lease shall terminate on the thirtieth (30th) day after either such notice. The Rent shall be prorated to the date of termination. If this Lease continues in force upon such partial taking, the Base Rent and Tenant’s Proportionate Share shall be equitably adjusted according to the remaining Rentable Area of the Premises and Project.

	b.	In the event of any taking, partial or whole, all of the proceeds of any award, judgment or settlement payable by the condemning authority shall be the exclusive property of Landlord, and Tenant hereby assigns to Landlord all of its right, title and interest in any award, judgment or settlement from the condemning authority, Tenant, however, shall have the right, to the extent that Landlord’s award is not reduced or prejudiced, to claim from the condemning authority (but not from Landlord) such compensation as may be recoverable by Tenant in its own right for relocation expenses and damage to Tenant’s personal property.

	c.	In the event of a partial taking of the Premises which does not result in a termination of this Lease, Landlord shall restore the remaining portion of the Premises as nearly as practicable to its condition prior to the condemnation or taking, but only to the extent of initial tenant improvements. Tenant shall be responsible at its sole cost and expense for the repair, restoration and replacement of any other Leasehold Improvements and Tenant’s Property.

21.

INDEMNIFICATION

	a.	Tenant shall indemnify and hold Landlord harmless against and from liability and claims of any kind for loss or damage to property of Tenant or any other person, or for any injury to or death of any person, arising out of: (1) Tenant’s use and occupancy of the Premises, or any work, activity or other things allowed or suffered by Tenant to be done in, on or about the Premises; (2) any breach or default by Tenant of any Tenant’s obligations under this Lease; or (3) any negligent or otherwise tortious act or omission of Tenant, its agents, employees, invitees or contractors. Tenant shall, at Tenant’s expense, and by counsel satisfactory to Landlord, defend Landlord in any action or proceeding arising from any such claim and shall indemnify Landlord against all costs, attorneys’ fees, expert witness fees and any other expenses incurred in such action or proceeding. As a material part of the consideration for Landlord’s execution of this Lease, Tenant hereby assumes all risk of damage or injury to any person or property in, on or about the Premises from any cause.

	b.	Landlord shall not be liable for injury or damage which may be sustained by the person or property of Tenant, its employees, invitees or customers, or any other person in or about the Premises, caused by or resulting from fire, steam, electricity, gas, water or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, whether such damage or injury results from conditions arising upon the Premises or upon other portions of the Building or Project or from other sources. Landlord shall not be liable for any damages arising from any act or omission of any other tenant of the Building or Project.

22.

TENANT’S INSURANCE

	a.	All insurance required to be carried by Tenant hereunder shall be issued by responsible insurance companies acceptable to Landlord and Landlord’s lender and qualified to do business in the State. Each policy shall name Landlord, and, at Landlord’s request, any mortgagee of Landlord, as an additional insured, as their respective interest may appear. Each policy shall contain (i) a cross-liability endorsement, (ii) a provision that such policy and the coverage evidenced thereby shall be primary and non-contributing with respect to any policies carried by Landlord and that any coverage carried by Landlord shall be excess insurance, and (iii) a waiver by the Insurer of any right of subrogation against Landlord, its agent, employees and representatives, which arises or might arise by reason of any payment under such policy or by reason of any act or omission of Landlord, its agents, employees or representatives. A copy of each paid-up policy (authenticated by the insurer) or certificate of the insurer evidencing the existence and amount of each insurance policy required hereunder shall be delivered to Landlord before the date Tenant is first given the right of possession of the Premises, and thereafter within thirty (30) days after any demand by Landlord therefor. Landlord may, at any time and from time to time, inspect and/or copy any insurance policies required to be maintained by Tenant hereunder. No such policy shall be cancelable except after twenty (20) days written notice to Landlord and Landlord’s lender. Tenant shall furnish Landlord with renewals or “binders” of any such policy at least ten (10) days prior to the expiration thereof. Tenant agrees that if Tenant does not take out and maintain such insurance, Landlord may (but shall not be required to) procure said insurance on Tenant’s behalf and charge the Tenant the premiums together with a twenty-five percent (25%) handling charge, payable upon demand. Tenant shall have the right to provide such insurance coverage pursuant to blanket policies obtained by the Tenant, provided such blanket policies expressly afford coverage to the Premises, Landlord, Landlord’s mortgagee and Tenant as required by this Lease.

	b.	Beginning on the date Tenant is given access to the Premises for any purpose and continuing until expiration of the Term, Tenant shall procure, pay for and maintain in effect policies of casualty insurance covering (i) all Leasehold Improvements (including any alterations, additions or improvements as may be made by Tenant pursuant to the provisions of Article 12 hereof), and (ii) trade fixtures, merchandise and other personal property from time to time in, on or about the Premises, in an amount not less than one hundred percent (100%) of their actual replacement cost from time to time, providing protection against any peril included with the classification “Fire and Extended Coverage” together with insurance against sprinkler damage, vandalism and malicious mischief. The proceeds of such insurance shall be used for the repair or replacement of the property so insured. Upon termination of this Lease following a casualty as set forth herein, the proceeds under (i) shall be paid to Landlord, and the proceeds under (ii) above shall be paid to Tenant.

	c.	Beginning on the date Tenant is given access to the Premises for any purpose and continuing until expiration of the Term, Tenant shall procure, pay for and maintain in effect Workers’ Compensation Insurance as required by law and Comprehensive Public Liability and Property Damage Insurance with respect to the construction of improvements on the Premises, the use, operation or condition of the Premises and the operations of Tenant in, on or about the Premises, providing personal injury and broad form property damage coverage for not less then One Million Dollars ($1,000,000.00) combined single limit for bodily injury, death and property damage liability.

23.

WAIVER OF SUBROGATION

Landlord and Tenant each hereby waive all rights or recovery against the other and against the officers, employees, agents and representatives of the other, on account of loss by or damage to the waiving party or its property or the property of others under its control, to the extent that such loss or damage is insured against under any fire and extended coverage insurance policy which either may have in force at the time of the loss or damage (or that would have been covered but for the failure of a party to maintain insurance coverage required hereunder). Tenant shall, upon obtaining the policies of insurance required under this Lease, give notice to its insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in this Lease.

24.

SUBORDINATION AND ATTORNMENT

Upon written request of Landlord, or any first mortgagee or first deed of trust beneficiary of Landlord, or ground lessor of Landlord, Tenant shall, in writing, subordinate its rights under this Lease to the lien of any first mortgage or first deed of trust, or to the interest of any lease in which Landlord is lessee, and to all advances made or hereafter to be made thereunder. However, before signing any subordination agreement, Tenant shall have the right to obtain from any lender or lessor of Landlord requesting such subordination, an agreement in writing on such lender’s or lessor’s form providing that, as long as Tenant is not in default hereunder, the Lease shall remain in effect for the full Term. The holder of any security interest may, upon written notice to Tenant, elect to have this Lease prior to its security interest regardless of the time of the granting or recording of such security interest.

In the event of any foreclosure sale, transfer in lieu of foreclosure or termination of the Lease in which Landlord is lessee, Tenant shall attorn to the purchaser, transferee or lessor, as the case may be, and recognize that party as Landlord under this Lease, provided such party acquires and accepts the Premises subject to this Lease.

25.

TENANT ESTOPPEL CERTIFICATES

Within ten (10) days after written request from Landlord, Tenant shall execute and deliver to Landlord or Landlord’s designee a written statement certifying (a) that this Lease is unmodified and in full force and effect, or is in full force and effect as modified and stating the modifications; (b) the amount of Base Rent and the date to which Base Rent and additional rent have been paid in advance; (c) the amount of any security deposited with Landlord; and (d) that Landlord is not in default hereunder or, if Landlord is claimed to be in default, stating the nature of any claimed default Any such statement may be relied upon by a purchaser, assignee or lender. Tenant’s failure to execute and deliver such statement within the time required shall, at Landlord’s election, be a default under this Lease and shall also be conclusive upon Tenant that: (1) this Lease is in full force and effect and has not been modified except as represented by Landlord; (2) there are no uncured defaults in Landlord’s performance and that Tenant has no right of offset, counter-claim or deduction against Rent; and (3) not more than one month’s Rent has been paid in advance.

26.

TRANSFER OF LANDLORD’S INTEREST

In the event of any sale or transfer by Landlord of the Premises, Building or Project, and assignment of this Lease by Landlord, Landlord shall be and is hereby entirely freed and relieved of any and all liability and obligations contained in or derived from this lease arising out of any act, occurrence or omission relating to the Premises, Building, Project or Lease occurring after the consummation of such sale or transfer, providing the purchaser shall expressly assume all of the covenants and obligations of Landlord under this Lease. If any security deposit or prepaid Rent has been paid by Tenant, Landlord may transfer the security deposit or prepaid Rent to Landlord’s successor and, upon such transfer, Landlord shall be relieved of any and all further liability with respect thereto.

27.

DEFAULT

27.1

Tenant’s Default . The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Tenant:

	a.	If Tenant abandons or vacates the Premises; or

	b.	If Tenant fails to pay any Rent or any other charges required to be paid by Tenant under this Lease and such failure continues for five (5) days after such payment is due and payable; or

	c.	If Tenant fails to promptly and fully perform any other covenant, condition or agreement contained in this Lease and such failure continues for twenty (20) days after written notice thereof from Landlord to Tenant; or

	d.	If a writ of attachment or execution is levied on this Lease or on any of Tenant’s Property; or

	e.	If Tenant makes a general assignment for the benefit of creditors, or provides for an arrangement, composition, extension or adjustment with its creditors; or

	f.	If Tenant files a voluntary petition for relief or if a petition against Tenant in a proceeding under the federal bankruptcy laws or other insolvency laws is filed and not withdrawn or dismissed within forty- five (45) days thereafter, or if under the provisions of any law providing for reorganization or winding up of corporations, any court of competent jurisdiction assumes jurisdiction, custody or control of Tenant or any substantial part of its property and such jurisdiction, custody or control remains in force unrelinquished, unstayed or unterminated for a period of forty-five (45) days; or

	g.	If, in any proceeding or action in which Tenant is a party, a trustee, receiver, agent or custodian is appointed to take charge of the Premises or Tenant’s Property (or has the authority to do so) for the purpose of enforcing a lien against the Premises or Tenant’s Property; or

	h.	If Tenant is a partnership or consists of more than one (1) person or entity and any partner of the partnership or other person or entity is involved in any of the acts or events described in subparagraphs d through g above.

	i.	If Tenant fails to take down or remove any signs that have been placed on the Property (located at 1080 S. La Cienega Blvd., Los Angeles, CA 90035) or in the exterior of the unit after Tenant receives written notice from Landlord. Tenant must within three (3) days of receiving notice, take down and remove any signs that have been placed on the property or in the exterior of the unit.

27.2

Remedies. In the event of Tenant’s default hereunder, then in addition to any other rights or remedies, Landlord may have under any law, Landlord shall have the right, at Landlord’s option, without further notice or demand of any kind to do the following:

	a.	Terminate this Lease and Tenant’s right to possession of the Premises and reenter the Premises and take possession thereof, and Tenant shall have no further claim to the Premises or under this Lease; or

	b.	Continue this Lease in effect, reenter and occupy the Premises for the account of Tenant, and collect any unpaid Rent or other charges which have or thereafter become due and payable; or

Reenter the Premises under the provisions of subparagraph b, and thereafter elect to terminate this Lease and Tenant’s right to possession of the Premises.

If Landlord reenters the Premises under the provisions of subparagraphs b or c above, Landlord shall not be deemed to have terminated this Lease or the obligation of Tenant to pay any Rent or other charges thereafter accruing, unless Landlord notifies Tenant in writing of Landlord’s election to terminate this Lease. Without limiting the provisions hereof, the parties agree that Landlord has the remedy described in California Civil Code Section 1951.4 (Landlord my continue the lease in effect after Tenant’s breach and abondonment and recover rent as it becomes due, if Tenant has the right tot sublet or assign, subject only to reasonable limitations). In the event of any reentry or retaking of possession by Landlord, Landlord shall have the right, but not the obligation, to remove all or any part of Tenant’s Property in the Premises and to place such property in storage at a public warehouse at the expense and risk of Tenant. If Landlord elects to relet the Premises for the account of Tenant, the rent received by Landlord from such reletting shall be applied as follows: first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord; second, to the payment of any costs of such reletting; third, to the payment of the cost of any alterations or repairs to the Premises; fourth, to the payment of Rent due and unpaid hereunder; and the balance, if any, shall be held by Landlord and applied in payment of future Rent as it becomes due. If that portion of rent received from the reletting which is applied against the Rent due hereunder is less than the amount of the Rent due, Tenant shall pay the deficiency to Landlord promptly upon demand by Landlord. Such deficiency shall be calculated and paid monthly. Tenant shall also pay to Landlord, as soon as determined, any costs and expenses incurred by Landlord in connection with such reletting or in making alterations and repairs to the Premises, which are not covered by the rent received from the reletting.

Should Landlord elect to terminate this Lease under the provisions of subparagraph a or c above, Landlord may recover as damages from Tenant the following:

	1.	Past Rent. The worth at the time of the award of any unpaid Rent which had been earned at the time of termination; plus

	2.	Rent Prior to Award. The worth at the time of the 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

	3.	Rent After Award. The worth at the time of the award of the amount by which the unpaid Rent for the balance of the Term, after the time of award exceeds the amount of the rental loss that Tenant proves could be reasonably avoided; plus

	4.	Proximately Caused Damages. Any other amount necessary to compensate Landlord for all 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, including, but not limited to, any costs or expenses (including attorneys’ fees), incurred by Landlord in (a) retaking possession of the Premises, (b) maintaining the Premises after Tenant’s default, (c) preparing the Premises for reletting to a new tenant, including any repairs or alterations, and (d) reletting the Premises, including brokers’ commissions.

“The worth at the time of the award” as used in subparagraphs 1 and 2 above, is to be computed by allowing interest at the rate of ten percent (10%) per annum. “The worth at the time of the award” as used in subparagraph 3 above is to be computed by discounting the amount at the discount rate of the Federal Reserve Bank situated nearest to the Premises at the time of the award plus one percent (1%).

The waiver by Landlord of any breach of any term, covenant or condition of this Lease shall not be deemed a waiver of such term, covenant or condition or of any subsequent breach of the same or any other term, covenant or condition. Acceptance of Rent by Landlord subsequent to any breach hereof shall not be deemed a waiver of any preceding breach other than the failure to pay the particular Rent so accepted, regardless of Landlord’s knowledge of any breach at the time of such acceptance of Rent. Landlord shall not be deemed to have waived any term, covenant or condition unless Landlord gives Tenant written notice of such waiver.

27.3

Landlord’s Default. If Landlord fails to perform any covenant, condition or agreement contained in this Lease within thirty (30) days after receipt of written notice from Tenant specifying such default, or if such default cannot reasonably be cured within thirty (30) days, if Landlord fails to commence to cure within that thirty (30) day period, then Landlord shall be liable to Tenant for any damages sustained by Tenant as a result of Landlord’s breach; provided, however, it is expressly understood and agreed that if Tenant obtains a money judgment against Landlord resulting from any default or other claim arising under this Lease, that judgment shall be satisfied only out of the rents, issues, profits, and other income actually received on account of Landlord’s right, title and interest in the Premises, Building or Project, and no other real, personal or mixed property of Landlord (or of any of the partners which comprise Landlord, if any) wherever situated, shall be subject to levy to satisfy such judgment. If, after notice to Landlord of default, Landlord (or any first mortgagee or first deed of a trust beneficiary of Landlord) fails to cure the default as provided herein, then Tenant shall have the right to cure that default at Landlord’s expense. Tenant shall not have the right to terminate this Lease or to withhold, reduce or offset any amount against any payments of Rent or any other charges due and payable under this Lease except as otherwise specifically provided herein.

28.

INTENTIONALLY OMITTED.

29.

NOTICES

All notices, approvals and demands permitted or required to be given under this Lease must be in writing, and must be personally delivered (including by means of professional messenger service) or sent by (i) overnight courier, (ii) registered or certified mail, postage prepaid, return receipt requested, or (iii) if by facsimile, with electronic confirmation of good receipt by sending facsimile machine, as follows: (a) if to Landlord, to Landlord’s Mailing Address or facsimile number as set forth in Section 2h and to the Building manager, and (b) if to Tenant, to Tenant’s Mailing Address or facsimile number as set forth in Section 2h; provided, however, notices to Tenant shall be deemed duly served or given if delivered or mailed to Tenant at the Premises. Landlord and Tenant may from time to time by notice to the other designate another place for receipt of future notices. All notices sent by mail will be deemed received three (3) days after the date of mailing and all notices sent by other means permitted herein shall be deemed received on the date delivered.

30.

GOVERNMENT ENERGY OR UTILITY CONTROLS

In the event of imposition of federal, state or local government controls, rules, regulations, or restrictions on the use or consumption of energy or other utilities during the Term, both Landlord and Tenant shall be bound thereby. In the event of a difference in interpretation by Landlord and Tenant of any such controls, the interpretation of Landlord shall prevail, and Landlord shall have the right to enforce compliance therewith, including the right of entry into the Premises to effect compliance.

31.

INTENTIONALLY OMITTED

32.

QUIET ENJOYMENT

Tenant, upon paying the Rent and performing all of its obligations under this Lease, shall peaceably and quietly enjoy the Premises, subject to the terms of this Lease and to any mortgage, lease, or other agreement to which this Lease may be subordinate.

33.

OBSERVANCE OF LAW

Tenant shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any law, statue, ordinance or governmental rule or regulation now in force or which may hereafter be enacted or promulgated. Tenant shall, at its sole cost and expense, promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements now in force or which may hereafter be in force, and with the requirements of any board of fire insurance underwriters or other similar bodies now or hereafter constituted, relating to, or affecting the condition, use or occupancy of the Premises, excluding structural changes not related to or affected by Tenant’s improvements or acts. The judgment of any court of competent jurisdiction or the admission of Tenant in any action against Tenant, whether Landlord is a party thereto or not, that Tenant has violated any law, statute, ordinance or governmental rule, regulation or requirement, shall be conclusive of that fact as between Landlord and Tenant.

34.

FORCE MAJEURE

Any prevention, delay or stoppage of work to be performed by Landlord or Tenant which is due to strikes, labor disputes, inability to obtain labor, materials, equipment or reasonable substitutes therefore, acts of God, governmental restrictions or regulations or controls, judicial orders, enemy or hostile government actions, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform hereunder, shall excuse performance of the work by that party for a period equal to the duration of that prevention, delay or stoppage. Nothing in this Article 34 shall excuse or delay Tenant’s obligation to pay Rent or other charges under this Lease.

35.

CURING TENANT’S DEFAULTS

If Tenant defaults in the performance of any of its obligations under this Lease, Landlord may (but shall not be obligated to) without waiving such default, perform the same for the account and at the expense of Tenant. Tenant shall pay Landlord all costs of such performance promptly upon receipt of a bill therefor.

36.

SIGNAGE AND SIGN CONTROL

Tenant shall not affix, paint, erect or inscribe any sign, projection, awning, signal or advertisement of any kind to any part of the Premises, Building or Project, including without limitation, the inside or outside of windows or doors, without the written consent of Landlord. Landlord shall have the right to remove any signs or other matter, installed without Landlord’s permission, without being liable to Tenant by reason of such removal, and to charge the cost of removal to Tenant as additional rent hereunder, payable within ten (10) days of written demand by Landlord.

37.

EASEMENTS

Landlord reserves to itself the right, from time to time, to grant such easements, rights and dedications that Landlord deems necessary or desirable, and to cause the recordation of Parcel Maps and restrictions, so long as such easements, rights, dedications, Maps and restrictions do not unreasonably interfere with the use of the Premises by Tenant. Tenant shall sign any of the aforementioned documents upon request of Landlord and failure to do so shall constitute a material default of this Lease by Tenant without the need for further notice to Tenant.

The obstruction of Tenant’s view, air, or light by any structure erected in the vicinity of the Building, whether by Landlord or third parties, shall in no way affect this Lease or impose any liability upon Landlord.

38.

DISCLAIMER

Tenant hereby acknowledges that neither Landlord nor any other person has made any oral or written warranties or representations relative to the use by Tenant of said Premises, except as set forth in this Lease, and Tenant further acknowledges that it assumes all responsibility regarding the Occupational Safety Health Act and the legal use or adaptability of the Premises and the compliance thereof to all applicable laws and regulations in force and effect during the Term of the Lease, except as set forth in this Lease.

39.

ENVIRONMENTAL PROVISIONS

	a.	Tenant, at its sole cost and expense, shall comply with Environmental Laws. Tenant hereby indemnifies and at all times shall indemnify, defend (with counsel selected by Landlord) and hold harmless Landlord, Landlord’s trustees, directors, officers, employees, investment manager(s), attorneys, agents and any successors to the landlord’s interest in the chain of title to the Building, their trustees, directors, officers, employees, and agents from and against all claims, suits, demands, response costs, contribution costs, liabilities, losses, or damages (including reasonable attorneys’ fees), directly or indirectly arising out of the use, generation, storage, transportation, release, threatened release, or disposal of Hazardous Materials (defined below) in the Premises or any other portion of the Building. The indemnity extends to the costs incurred by Landlord or its successors to reasonably repair, clean up, dispose of, or remove such Hazardous Materials in order to comply with Environmental Laws, provided Landlord gives Tenant not less than thirty (30) days advance written notice of its intention to incur such costs. Tenant’s obligations pursuant to the foregoing indemnification and hold harmless agreement shall survive the expiration or termination of this Lease.

	b.	Tenant shall promptly deliver written notice to Landlord if it obtains knowledge sufficient to infer that Hazardous Materials are located on the Premises that are not in compliance with applicable Environmental Laws or if any third party, including, without limitation, any governmental agency, claims a significant or other disposal of Hazardous Materials occurred in the Premises or is being or has been released from the Premises. Upon reasonable written request of Landlord, Tenant, through its professional engineers, and at Tenant’s cost, shall thoroughly investigate suspected Hazardous Materials contamination of the Premises which would arguably come within the scope of Tenant’s indemnification and hold harmless obligations as set forth above. Tenant, using duly licensed and insured contractors, shall promptly commence and diligently complete the removal, repair, clean-up, and detoxification of any Hazardous Materials from the Premises as may be required by applicable Environmental Laws which comes within the scope of Tenant’s indemnification and hold harmless obligations as set forth above. Notwithstanding the foregoing, Tenant shall have the right to bring on the Premises normal quantities of materials typically used for Tenant’s permitted use under Article 8, provided that such materials are stored and used in accordance with all applicable laws, ordinances and regulations, including all Environmental Laws.

	c.	If Tenant breaches its covenants or obligations in this Article, or if the presence of Hazardous Materials on the Premises results in contamination of the Property, or if contamination of the Property by Hazardous Materials otherwise occurs for which Tenant is legally liable to Landlord for damage resulting therefrom, or if Landlord, any lender or governmental agency requires an investigation to determine whether there has been any violation of this Article, then, Landlord and its agents and representatives shall have the right, at any reasonable time and from time to time during the term of this Lease, to enter upon the Premises to perform monitoring, testing or other analyses, and to review any and all applicable documents, notices, correspondence or other materials which may be in the possession of Tenant. All costs and expenses incurred by Landlord in connection therewith shall become due and payable by Tenant upon Landlord’s presentation to Tenant of an invoice therefor.

	d.	“Environmental Laws” means all laws, ordinances, regulations, and standards regulating or controlling hazardous wastes or hazardous substances (“Environmental Laws”), including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. 9601, et seq.; the Hazardous Material Transportation Act, 49 U.S.C. 1801 et seq.; California Underground Storage of Hazardous Substances Act [H & S C Sections 25280 et seq.]; the California Hazardous Substances Account Act [H & S C Sections 25300 et seq.]; the California Hazardous Waste Control Act [H & S C Sections 25100 et seq.].

“Hazardous Materials” means any hazardous waste or hazardous substance as defined in any federal, state, county, municipal, or local statute, ordinance, rule, or regulation applicable to the Property, including, without limitation, the Environmental Laws, including those substances defined as “hazardous wastes” in Section 25117 of the California Health & Safety Code or as “hazardous substances” in Section 25316 of the California Health & Safety Code. “Hazardous Materials” shall also include asbestos or asbestos-containing materials, radon gas, petroleum or petroleum fractions, urea formaldehyde foam insulation, transformers containing levels of polychlorinated biphenyls greater than 50 parts per million, and chemicals known to cause cancer or reproductive toxicity, whether or not defined as a hazardous waste or hazardous substance in any statute, ordinance, rule, or regulation.

40.

	a.	Landlord hereby grants to Tenant one (1) option (“Option”) to extend the Term of this Lease for an additional period of three (2) years for each option (“Option Term”). The Option must be exercised, if at all, by written notice (“Option Notice”) delivered by Tenant to Landlord via certified mail not earlier than twelve (12) months nor later than six (6) months prior to the end of the initial Term of this Lease. Further, the Option shall not be deemed to be properly exercised if, as of the date of the Option Notice or at the end of the initial Term of this Lease, Tenant (i) is in default under this Lease, (ii) has assigned all or any portion of this Lease or its interest therein, or (iii) except as otherwise permitted without Landlord’s consent, has sublet all or any portion of the Premises. Provided Tenant has properly and timely exercised the Option, the initial Term of this Lease shall be extended by the Option Term, and all terms, covenants and conditions of this Lease shall remain unmodified and in full force and effect, except that the Base Rent shall be modified as set forth below.

	b.	The Base Rent payable for the Option Term, including during the first year of the Option Term, shall be increased by five percent (5%).

41.

MISCELLANEOUS

	a.	Accord and Satisfaction; Allocation of Payments. No payment by Tenant or receipt by Landlord of a lesser amount than the Rent provided for in this Lease shall be deemed to be other than on account of the earliest due Rent, nor shall any endorsement or statement on any check or letter accompanying any check or payment as Rent be deemed on accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of the Rent or pursue any other remedy provided for in this Lease. In connection with the foregoing, Landlord shall have the absolute right in its sole discretion to apply any payment received from Tenant to any account or other payment of Tenant then not current and either due or delinquent.

	b.	Addenda. If any provision contained in an addendum to this Lease is inconsistent with any other provision herein, the provision contained in the addendum shall control, unless otherwise provided in the addendum.

	c.	Attorneys’ Fees. If any action or proceeding is brought by either party against the other pertaining to or arising out of this Lease, if Landlord is determined to be the finally prevailing party, then Landlord shall be entitled to recover all costs and expenses, including reasonable attorneys’ fees, incurred on account of such action or proceeding. Landlord shall be entitled to reasonable attorneys’ fees and all other costs and expenses incurred in the preparation and service of notice of defaults and consultations in connection therewith, regardless of whether a legal action is ultimately commenced.

	d.	Captions, Articles and Section Numbers. The captions appearing within the body of this Lease have been inserted as a matter of convenience and for reference only and in no way define, limit or enlarge the scope or meaning of this Lease. All references to Article and Section numbers refer to Articles and Sections in this Lease.

	e.	Changes Requested by Lender. Neither Landlord or Tenant shall unreasonably withhold its consent to changes or amendments to this Lease requested by the lender on Landlord’s interest, so long as these changes do not alter the basic business terms of this Lease or otherwise materially diminish any rights or materially increase any obligations of the party from whom consent to such change or amendment is requested.

	f.	Choice of Law. This Lease shall be construed and enforced in accordance with the laws of the State as set forth in Section 20.

	g.	Consent. Notwithstanding anything contained in this Lease to the contrary, Tenant shall have no claim, and hereby waives the right to any claim, against Landlord for money damages by reason of any refusal, withholding or delaying by Landlord of any consent, approval or statement of satisfaction, and in such event, Tenant’s only remedies therefore shall be an action for specific performance, injunction or declaratory judgment to enforce any right to such consent, etc.

	h.	Corporate Authority. If Tenant is a corporation, each individual signing this Lease on behalf of Tenant represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of the corporation, and that this Lease is binding on Tenant in accordance with its terms. Tenant shall, at Landlord’s request, deliver a certified copy of a resolution of its board of directors authorizing such execution.

	i.	Counterparts. This Lease may be executed in multiple counterparts, all of which shall constitute one and the same Lease.

	j.	Execution of Lease; No Option. The submission of this Lease to Tenant shall be for examination purposes only, and does not and shall not constitute a reservation of or option for Tenant to lease, or otherwise create any interest of Tenant in the Premises or any other premises within the Building or Project. Execution of this Lease by Tenant and its return to Landlord shall not be binding on Landlord notwithstanding any time interval, until Landlord has in fact signed and delivered this Lease to Tenant.

	k.	Furnishing of Financial Statements; Tenant’s Representations. In order to induce Landlord to enter into this Lease, Tenant agrees that it shall promptly furnish Landlord, from time to time, upon Landlord’s written request, with financial statements reflecting Tenant’s current financial condition. Tenant represents and warrants that all financial statement, records and information furnished by Tenant to Landlord in connection with this Lease are true, correct and complete in all respects.

	l.	Further Assurances. The parties agree to promptly sign all documents reasonably requested to give effect to the provisions of this Lease.

	m.	Guaranty. This Lease shall be guaranteed by Laurence Wainer and they shall be required to execute the Lease Guaranty attached hereto as Exhibit “F”.

	n.	Merger. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, or a termination by Landlord shall not work a merger, and shall, at the option of Landlord, terminate all or any existing subtenancies or may, at the option of Landlord, operate as an assignment to Landlord of any or all subtenancies.

	o.	Mortgagee Protection. Tenant agrees to send by certified or registered mail to any first mortgagee or first deed of trust beneficiary of Landlord whose address has been furnished to Tenant, a copy of any notice of default served by Tenant on Landlord. If Landlord fails to cure such default within the time provided for in this Lease, such mortgagee or beneficiary shall have an additional thirty (30) days to cure such default; provided that if such default cannot reasonably be cured within that thirty (30) day period, then such mortgagee or beneficiary shall have such additional time to cure the default as is reasonably necessary under the circumstances.

	p.	Prior Agreements; Amendments. This Lease contains all of the agreements of the parties with respect to any matter covered or mentioned in this Lease, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose. No provisions of this Lease may be amended or added to except by an agreement in writing signed by the parties or their respective successors in interest.

	q.	Recording. Tenant shall not record this Lease without the prior written consent of Landlord. Tenant, upon the request of Landlord, shall execute and acknowledge a “short form” memorandum of this Lease for recording purposes.

	r.	Severability. A final determination by a court of competent jurisdiction that any provision of this Lease is invalid shall not affect the validity of any other provision, and any provision so determined to be invalid shall, to the extent possible, be construed to accomplish its intended effect.

	s.	INTENTIONALLY OMITTED.

	t.	Successors and Assigns. This Lease shall apply to and bind the heirs, personal representatives, and permitted successors and assigns of the parties.

	u.	Time of the Essence. Time is of the essence of this Lease.

	v.	Waiver. No delay or omission in the exercise of any right or remedy of Landlord upon any default by Tenant shall impair such right or remedy or be construed as a waiver of such default.

	z.	Tenant will pay an additional of $225.00 P.K on a monthly basis during the Lease and the Option for the usage of electricity related to any signs and for posting any signs. Landlord by way of a written notice can request and have Tenant remove any and all signs. Upon receipt of notice, Tenant will remove all signs within three (3) business days. Shall Tenant fail to abide with the terms of the Landlord’s request to move any and all signs, the Tenant shall be in default at that point.

The receipt and acceptance by Landlord of delinquent Rent shall not constitute a waiver of any other default; it shall constitute only a waiver of timely payment for the particular Rent payment involved.

No act or conduct of Landlord, including, without limitation, the acceptance of keys to the Premises, shall constitute an acceptance of the surrender of the Premises by Tenant before the expiration of the Term. Only a written notice from Landlord to Tenant shall constitute acceptance of the surrender of the Premises and accomplish a termination of the Lease.

Landlord’s consent to or approval of any act by Tenant requiring Landlord’s consent or approval shall not be deemed to waive or render unnecessary Landlord’s consent to or approval of any subsequent act by Tenant.

Any waiver by Landlord of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of the Lease.

The parties hereto have executed this Lease as of the date set forth on page 1.

EXHIBIT B

PARKING AGREEMENT

1.	The term “Non-Assigned Parking” shall mean parking in a non-assigned parking space on a non-exclusive, first-come, first-served basis on terms and conditions as Landlord shall establish from time to time. The term “Assigned Parking” shall mean parking by a person holding Assigned Parking rights to park in a particular parking space designated from time to time for such purpose by Landlord’s designated Property Manager on terms and conditions as Landlord shall establish from time to time. Notwithstanding the foregoing, Landlord shall from time to time in its sole discretion designate any parking area within the Project for use as Assigned or Non-Assigned parking, or for the use as a “visitor only” parking area subject to Landlord’s exclusive control. Any of Tenant’s invitees parking shall be on a limited (two spaces), first- come, first-served, space-available basis, free of charge and subject at all times to the rights of other tenants of the Building. Tenant acknowledges and agrees that Tenant shall not be entitled to any invitee parking in areas which Landlord has agreed are reserved for other tenants’ invitees. Except as otherwise expressly set forth in this Lease, Tenant is not entitled to any covered parking spaces or any other special rights to specific parking areas or privileges. Any or all of Non-Assigned parking shall, at Landlord’s discretion, consist of tandem parking. Tenant shall be responsible for internally organizing an efficient system with its employees so that its employees move their cars to allow ingress and egress to and from tandem spaces pursuant to parking rules and regulations which Landlord shall promulgate from time to time.

2.	The Landlord reserves the right to alter or change the Building’s existing parking facilities or adopt different parking systems which Landlord determines will enhance the use or efficiency of the parking facilities. Not in limitation of the generality of the foregoing, Landlord shall have the right, at any time, in its sole and absolute discretion to:

	(a)	Re-stripe any portion of the painted stall liens to allow for small or compact care parking.

	(b)	Re-stripe any portion of the painted stall lines to allow for tandem parking (vehicles parking one in front of the other).

	(c)	Make reciprocal parking and reciprocal ingress and egress agreement with contiguous lots.

	(d)	Add entrance barriers or gates, provide for attendant parking (e.g., requiring that all drivers leave keys with attendants).

	(e)	Restructure or alter, modify or change, from time to time, parking or validation procedures or policies.

	(f)	Designate or move any or all parking spaces, assigned or reserved, for any particular purpose.

	Landlord also reserves the absolute right, in its discretion, to promulgate parking rules and regulations from time to time and Tenant agrees to comply with, and cause its employees, agents, licensees and invitees to comply with all such rules and regulations.

3.	So long as Tenant does not default under the Lease or this Parking Agreement and so long as the Lease is in full force and effect, Tenant shall be entitled to use up to one (4) unreserved parking permits on a space- available basis in such spaces as Landlord or Landlord’s parking operator shall designate from time to time. Such non- assigned parking shall be at Landlord’s prevailing rate and charges as determined by Landlord from time to time. The applicable rate for parking, as of execution of the Lease for all parking space shall be $200.00.

4.	With regard to any Assigned Parking rights granted to Tenant hereby, the Landlord’s designated Property Manager shall specify in its sole discretion the particular location of Tenant’s Assigned Parking spaces, which locations shall be subject to change from time to time by such Properly Manager in its sole discretion. With regard to any parking rights of Tenant, whether Assigned or Non-Assigned, Tenant shall, if required by Landlord or its Property Manager, deliver required security deposits for parking cards to the Operator of the parking facilities or to the Property Manager, as instructed by said Property Manager.

5.	Landlord, its Property Manager and said Operator shall have no obligation to accept any such security deposit from anyone other than Tenant.

6.	Tenant hereby agrees to cooperate with Landlord and governmental agencies and officials in encouraging employees, licensees and other persons involved with Tenant from parking on the residential streets in the general vicinity of the Building. Tenant shall cooperate with efforts to identify and discourage employees and invitees from parking on surrounding residential streets. Not in limitation of the generality of the foregoing, Tenant shall, every six (6) months during the term of the Lease, circulate memoranda to its employees, which memoranda shall remind such employees not to park on such residential streets. In addition, if requested by Landlord, Tenant shall post bulletins or signs within Tenant’s suite reminding employees not to park on surrounding residential streets. If notified to do so by Landlord, Tenant shall require its employees and invitees to place stickers on their cars. Tenant understands and agrees that Landlord shall have the right to require that all of Tenant’s invitees’ parking validations be paid by Tenant so that invitees will not be required to pay for such invitee parking. All prices, terms and conditions of such validation shall be as Landlord shall determine, from time to time, in its discretion.

7	The foregoing parking rights are personal to Tenant and Tenant shall not have the right, power and/or authority to assign, convey, transfer, hypothecate or encumber said rights or any interest therein in any manner whatsoever. Any attempt by Tenant to do so shall be null and void and, at Landlord’s election, shall constitute a material default hereunder, and under the Lease; provided Tenant has not cured the default within the period, after notice, as specified in paragraph 27.1c. However, such parking rights may be transferred in whole or in part along with all or any portion of Tenant’s rights to the Premises that are assigned or sublet pursuant to the terms of the Lease.

8.	No language or provision of this Parking Agreement shall be interpreted either for or against any party by virtue of any party or any attorney for any party having drafted such language or provision. Landlord makes absolutely no representations or warranties, expressed or implied, with respect to any parking rights or parking facilities, except as set forth in this Agreement.

9.	Landlord shall not be deemed in breach of this Agreement unless Tenant gives Landlord written notice of such breach and a reasonable time to cure such breach (which time shall not be less than thirty (30) days and Landlord does not commence to cure such breach within such reasonable period. Landlord shall use its best efforts to enforce the rules and regulations but shall have no liability for the violation by other tenants or by other third persons of the rules and regulations or of any parking agreements. Landlord shall not be required to tow cards. Landlord shall also have no liability or responsibility for lost or stolen items left in vehicles. There are no third party beneficiaries to this Agreement, whether named herein or not.

LANDLORD’S INITIALS		TENANT’S INITIALS

EXHIBIT D

RULES AND REGULATIONS

1.	The sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors or halls shall not be obstructed or used for any purpose other than ingress and egress. The halls, passages, entrances, elevators, stairways, balconies and roof are not for the use of the general public, and Landlord shall in all cases retain the right to control or prevent access thereto by all persons whose presence in the judgment of Landlord shall be prejudicial to the safety, character, reputation or interests of the Project and its tenants, provided that nothing herein contained shall be construed to prevent such access by persons with whom the tenant normally deals in the ordinary course of its business unless such persons are engaged in illegal activities. No tenant and no employees of any tenant shall go upon the roof of the Project without the written consent of Landlord.

2.	Neither awnings nor other projections shall be attached to the outside walls or surfaces of the Project nor shall the interior or exterior of any windows be coated without the prior written consent of Landlord. Except as otherwise specifically approved by Landlord, all electrical ceiling fixtures hung in offices or spaces along the perimeter of the Project must be fluorescent, of a quality, type, design and bulb color approved by Landlord.

3.	No sign, advertisement or notice shall be exhibited, painted or affixed by any tenant on any part of, or so as to be seen from the outside of, the Premises or the Project without the prior written consent of Landlord. In the event of the violation of the foregoing by any tenant, Landlord may remove same without any liability, and may charge the expense incurred in such removal to the tenant violating this rule. Interior signs on doors and directory tablet shall be inscribed, painted or affixed for each tenant by Landlord at the expense of such tenant, and shall be of a size, color and style acceptable to Landlord. However, Tenant may install, without consent, signs located entirely within the Premises.

4.	The toilets and wash basins and other plumbing fixtures shall not be used for any purpose other than those for which they were constructed, and no sweepings, rubbish, rags or other substances shall be thrown therein. All damage resulting from any misuse of the fixtures shall be borne by the tenant who, or whose servants, employees, agents, visitors or licensees shall have caused the same.

5.	No tenant shall mark, paint, drill into, or in any way deface any part of the Premises or the Project. No boring, cutting or stringing of wires or laying of linoleum or other similar floor coverings shall be permitted except with the prior written consent of Landlord and as Landlord may direct.

6.	No bicycles, vehicles or animals of any kind (except so called companion animals) shall be brought into or kept in or about the Premises and no cooking shall be done or permitted by any tenant on the Premises except that the preparation of coffee, tea, hot chocolate and similar items for the tenant and its employees and business visitors shall be permitted. No tenant shall cause or permit any unusual or objectionable odors to escape from the Premises.

7.	The Premises shall not be used for manufacturing or for the storage of merchandise except as such storage may be incidental to the use of the Premises for general office purposes. No tenant shall occupy or permit any portion of his premises to be occupied as an office for a public stenographer or typist, or for the manufacture or sale of liquor, narcotics, or tobacco in any form or as a barber shop or manicure shop. No tenant shall engage any employees on the Premises nor advertise for laborers giving an address at the Premises. The Premises shall not be used for lodging or sleeping or for any immoral or illegal purposes.

8.	No tenant shall make, or permit to be made, any unseemly or disturbing noises, sounds or vibrations or disturb or interfere with occupants of this or neighboring buildings or premises or those having business with them whether by the use of any musical instrument, radio, phonograph, unusual noise or in any other way.

9.	No tenant shall throw anything out of doors, off balconies or down the passageways.

10.	No tenant shall at any time bring or keep upon the Premises any flammable, combustible or explosive fluid, chemical, or substance. The tenant shall not do or permit anything to be done in the leased premises, or bring or keep anything therein, which shall in any way increase the rate of fire insurance on the Project, or on the property kept therein, or obstruct or interfere with the rights of other tenants, or in any way injure or annoy them, or conflict with the regulations of the Fire Department or the fire laws, or with any insurance policy upon the Project, or any part thereof, or with any rules and ordinances established by the Board of Health or other governmental agency.

11.	No additional locks or bolts of any kind shall be placed upon any of the doors or windows by any tenant, nor shall any changes be made in existing locks or the mechanism thereof without the approval of Landlord which will not be unreasonably withheld. Each tenant must, upon the termination of this tenancy, restore to Landlord all keys of stores, offices, and toilet rooms, either furnished to, or otherwise procured by, such tenant, and in the event of the loss of any keys so furnished, such tenant shall pay to Landlord the cost of replacing the same or of changing the lock or locks opened by such lost key(s) if Landlord shall deem it necessary to make such change.

12.	All removals, or the carrying in or out of any safes, freight, furniture, or bulky matter of any description must take place during the hours which Landlord may determine from time to time. The moving of safes or other fixtures or bulky matter of any kind must be made upon previous notice to the manager of the Project and under his supervision, and the persons employed by any tenant for such work must be acceptable to Landlord. Landlord reserves the right to inspect all safes, freight or other bulky articles to be brought into the Project and to exclude from the Project all safes, freight or other bulky articles which violate any of these Rules and Regulations or the Lease of which these Rules and Regulations are a part. Landlord reserves the right to prohibit or impose conditions upon the installation in the Premises of heavy objects which might overload the building floors.

13.	No tenant shall purchase or otherwise obtain for use in the Premises water, ice, towel, vending machine, janitorial, maintenance or other like services, or accept barbering or bootblacking services, except from persons authorized by Landlord, and at hours and under regulations fixed by Landlord. This authorization will not be unreasonably withheld by Landlord.

14.	Landlord shall have the right to prohibit any advertising by any tenant which, in Landlord’s opinion, tends to impair the reputation of the Project or its desirability as an office building and, upon written notice from Landlord, any tenant shall refrain from or discontinue such advertising.

15.	Landlord reserves the right to exclude from the Project between the hours of 7:00 p.m. and 7:00 a.m. and at all hours of Sundays and legal holidays all persons who do not present a pass to the Project signed by the Landlord. Landlord shall furnish passes to persons for whom any tenant requests the same in writing. Each tenant shall be responsible for all persons for whom he requests passes and shall be liable to Landlord for all acts of such persons. Landlord shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Project of any person. Landlord’s permission is not to be unreasonably withheld in establishing an after-hours entry procedure for Tenant’s invitees.

16.	Any persons employed by any tenant to do janitor work, shall, while in the Project and outside of the Premises, be subject to and under the control and direction of the manager of the Project (but not as an agent or servant of said manager or of Landlord). Tenant shall be responsible for all acts of such persons and Landlord shall not be responsible for any loss or damage to property in the Premises, however occurring.

17.	All doors opening onto public corridors shall be kept closed, except when in use for ingress and egress.

18.	The requirements of tenants will be attended to only upon application to the Office of the Project.

19.	Canvassing, soliciting and peddling in the Project are prohibited and each tenant shall cooperate to prevent the same.

20.	All office equipment of any electrical or mechanical nature shall be placed by tenants in the Premises in settings approved by Landlord, to absorb or prevent any vibration, noise or annoyance.

21.	No air conditioning unit or other similar apparatus shall be installed or used by any tenant without the written consent of Landlord.

22.	There shall not be used in any space, or in the public halls of the Project, either by tenant or others, any hand trucks except those equipped with rubber tires and side guards.

23.	Landlord wilt direct electricians as to where and how telephone and telegraph wires are to be introduced. No boring or cutting for wires or stringing of wires will be allowed without written consent of Landlord. The location of telephones, call boxes and other office equipment affixed to the Premises shall be subject to the approval of Landlord.

24.	No person shall be allowed to transport or carry beverages, food, food containers, etc., on any passenger elevators. The transportation for such items shall be via the service elevators in such manner as prescribed by Landlord.

25.	Tenants shall cooperate with Landlord in obtaining maximum effectiveness of the cooling system by closing drapes when the sun’s rays fall directly on windows of the Premises. Tenant shall not obstruct, alter or in any way impair the efficient operation of Landlord’s heating, lighting, ventilating and air conditioning systems and shall not place bottles, machines, parcels or any other articles on the induction unit enclosure so as to interfere with air flow. Tenant shall not tamper with or change the setting of any thermostats or temperature control valves.

26.	All parking ramps and areas, pedestrian walkways, plaza and other public areas forming a part of the Project shall be under the sole and absolute control of Landlord with the exclusive right to regulate and control these areas. Tenant agrees to conform to the rules and regulations that may be established by Landlord for these areas from time to time.

27.	Landlord reserves the right to exclude or expel from the project any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of the rules and regulations of the Project.

28.	Landlord is not responsible to any tenant for the non-observance or violation of the rules and regulations by any other tenant.

LANDLORD’S INITIALS		TENANT’S INITIALS

EXHIBIT F

LEASE GUARANTY

1. FOR VALUE RECEIVED, and in consideration for, and as an inducement to Marsel Plaza, LLC., as Landlord, to make the foregoing Lease (including all Exhibits thereto), with LAURENCE WAINER, as Tenant, the undersigned, LAURENCE WAINER (hereinafter sometimes called “Guarantor”), hereby absolutely and unconditionally guarantees the full payment of all monetary obligations therein provided to be performed and observed by Tenant, Tenant’s heirs, executors, administrators, successors and assigns (the phrase “heirs, executors, administrators, successors and assigns” not altering any of the provisions of said Lease relating to assignment or subletting); and Guarantor hereby make themselves fully liable for such payment.

2. Guarantor expressly agrees that the validity of this Guaranty and his obligations hereunder shall in no wise be terminated, affected or impaired by reason of the assertion by Landlord against Tenant of any of the rights or remedies reserved to Landlord by said Lease. Guarantor further covenants and agrees that this Guaranty and the full liability of Guarantor hereunder shall remain and continue in full force and effect notwithstanding the occurrence of any one or more of the following types of transactions (whether or not Guarantor shall have received any notice of or consented to any such transaction): (i) any renewal, extension, modification or amendment of said Lease; (ii) any assignment or transfer by Landlord; (iii) any assignment or transfer or subletting by Tenant; (iv) death of any party Tenant (who may be a natural person); (v) any dissolution of Tenant (if Tenant is a corporation); or (vi) the fact that Tenant (if Tenant is a corporation) may be a party to any merger, consolidation or reorganization; provided however, if Tenant is a disappearing party in any such merger, consolidation or reorganization, then Guarantor shall thereupon automatically become primarily liable for the payment of all monetary obligations of Tenant under said Lease.

3. Failure of Landlord to insist upon strict performance or observance of any of the terms, provisions or covenants of said Lease or to exercise of any right therein contained shall not be construed as a waiver or relinquishment for the future of any such term, provision, covenant or right, but the same shall continue and remain in full force and effect. Receipt by Landlord of rent (or any other monetary sum or acceptance of performance of any obligation of Tenant under said Lease) with knowledge of the breach of any provision of said Lease shall not be deemed a waiver of such breach. Waiver by Landlord of any right of Landlord against Tenant under said Lease shall not constitute a waiver as against Guarantor or in any other way inure to the benefit of Guarantor (unless Landlord agrees in writing that the liability of Guarantor under this Guaranty is thereby affected).

4. Guarantor further agrees to indemnify and hold harmless Landlord from all loss, damage, cost and expense (including, without limitation, costs of court and attorneys’ fees incurred by Landlord) in the event of any default by Tenant under such Lease.

5. Guarantor further agrees that in any right of action which shall accrue to Landlord under said Lease, Landlord may, at its option, proceed against Tenant alone (without having made any prior demand upon Guarantor or having commenced any action against Guarantor or having obtained or having attempted to satisfy any judgment against Guarantor) or may proceed against Guarantor and Tenant, jointly or severally, or may proceed against Guarantor alone (without having made any prior demand upon Tenant or having commenced any action against Tenant or having obtained or having attempted to satisfy any judgment against Tenant). The defense of any setoff or counterclaim available to Tenant under the terms of the Lease, the defense that Landlord’s claim against Guarantor hereunder is barred by the applicable statute of limitations, all defenses of the law of guaranty, indemnification and suretyship, including without limitation, substantive defenses and procedural defenses, are hereby waived and released by Guarantor.

6. All of the covenants, duties and obligations of Guarantor under this Guaranty shall be performed in Los Angeles, Los Angeles County, California; and all matters relating to this Guaranty and the covenants, duties and obligations of Guarantor under this Guaranty shall be governed by the laws of the State of California.

7. Guarantor specifically waives any notice of acceptance of this Guaranty by Landlord.

8. If any obligation of Tenant under said Lease is secured, in whole or in part, by collateral of any type Landlord may, from time to time, at its discretion and with or without valuable consideration, allow substitution or withdrawal of all or any part of such collateral or subordinate or waive any of its lien rights with respect to all or any part of such collateral or release all or any part of such collateral, without notice to or consent of Guarantor and without in any wise impairing, diminishing or releasing the liability of Guarantor under this Guaranty. Under no circumstances shall Landlord be required to first resort to any collateral for any obligation of Tenant as any nature of prerequisite or precondition to invoking or enforcing the liability of Guarantor under this Guaranty.

9. Guarantor acknowledges and represents to Landlord that Tenant executed said Lease and Guarantor executed this Guaranty prior to the time that Landlord executed said Lease; and Guarantor acknowledges and agrees that the execution and delivery of this Guaranty by Guarantor to Landlord has served as a material inducement to Landlord to itself execute and deliver said Lease; and Guarantor further acknowledges and agrees that but for the execution and delivery of this Guaranty by Guarantor, Landlord would not have executed and delivered said Lease.

10. Guarantor agrees that in the event that Tenant shall become insolvent or shall be adjudicated a bankrupt, or shall file a petition for reorganization, arrangement or other relief under any present or future provisions of the National Bankruptcy Act, or if such a petition be filed by creditors of said Tenant, or if Tenant shall seek a judicial readjustment of the rights of its creditors under any present or future Federal or State law or if a receiver of all or part of its property and assets is appointed by any State or Federal court, no such proceeding or action taken therein shall modify, diminish or in any way affect the liability of Guarantor under this Guaranty and the liability of Guarantor with respect to such Lease shall be of the same scope as if Guarantor had itself executed said Lease as the named tenant thereunder and no “rejection” and/or “termination” of such Lease in any of the proceedings referred to in this paragraph shall be effective to release and/or terminate the continuing liability of Guarantor to Landlord under this Guaranty with respect to such Lease for the remainder of the lease term stated therein unaffected by any such “rejection” and/or “termination” in said proceedings.

11. All rights of Guarantor against Tenant arising by way of subrogation on account of Guarantor’s having performed some covenant, duty or obligation of Tenant under said Lease shall be subject and subordinate to all of the rights of Landlord against Tenant with respect to such Lease; and Guarantor shall not exercise any such right of Guarantor against Tenant until all of the covenants, duties and obligations of Tenant under such Lease shall have been fully performed.

12. If enforcement of the rights of Landlord under this Guaranty is placed in the hands of an attorney on account of any default of Guarantor under this Guaranty, Landlord shall, in addition to the other rights of Landlord hereunder, be permitted to recover Landlord’s reasonable attorney’s fees from Guarantor upon receipt of a final and unappealable judgment for the same in a court of competent jurisdiction.

13. The stated rights of Landlord under this Guaranty shall be understood as not excluding any other legal or equitable rights of Landlord against Guarantor for obligations accruing not expressly set forth herein, but shall be understood as being cumulative to all such other legal and equitable rights of Landlord not expressly stated herein.

14. Whenever this Guaranty is executed by more than one party as “Guarantor”, all references herein to “Guarantor” shall refer to each and all of the undersigned parties signing this Guaranty as Guarantor; and the liability of said parties for the performance of the covenants, duties and obligations of Guarantor hereunder shall be joint and several.

15. Should any portion of this Guaranty ever be held legally invalid or unenforceable, the balance of this Guaranty shall not thereby be affected, but shall remain in full force and effect in accordance with its terms and provisions.

16. All terms and provisions hereof shall inure to the benefit of the assigns and successors of Landlord and shall be binding upon the heirs, executors, administrators, successors and assigns of Guarantor.

EXECUTED in multiple counterparts, each of which shall have the force and effect of an original, on this the day of Twenty First, 2015.

EXHIBIT 31.1

CERTIFICATION

I, Laurence Wainer, certify that:

1.	I have reviewed this annual report on Form 10-K of Blow & Drive Interlock Corporation.

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 30, 2015

By:	/s/ Laurence Wainer
	Chief Executive Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Blow & Drive Interlock Corporation. (the “Company”) on Form 10-K for the period ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Laurence Wainer, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 30, 2015	By:	/s/ Laurence Wainer
		Chief Executive Officer