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Assignment, Assumption And Consent Agreement - UWINK, - 4-17-2006

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Assignment, Assumption And Consent Agreement - UWINK,  - 4-17-2006 Powered By Docstoc
					                                                    EXHIBIT 10.9

                                           WESTFIELD PROMENADE

                                          CITY OF WOODLAND HILLS
                                          COUNTY OF LOS ANGELES
                                            STATE OF CALIFORNIA

                     ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT

THIS ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT (hereinafter the "Agreement") is
made and entered into as of the _________ day of ________________, 2006, by and among NOLAN
BUSHNELL an individual ("Assignor"), UWINK, INC., a Utah corporation ("Assignee"), and PROMENADE
LP, a Delaware limited partnership ("Landlord").

                                                   WITNESSETH:

WHEREAS, by written Shopping Center Lease dated February 3, 2006 (which lease and any and all
amendments, assignments and modifications thereof are hereinafter called the "Lease"), Landlord or its
predecessor-in-interest did lease unto Assignor or its predecessor-in-interest approximately 5,340 square feet of
space known as Tenant SPACE NO. 2310 (hereinafter called the "Premises") in WESTFIELD PROMENADE,
located in Woodland Hills, California; and

WHEREAS, Assignor desires to assign all of its right, title and interest in and to the Lease to Assignee, Assignee
desires to accept and assume the same, and Landlord consents to the intended assignment and assumption on
and under the terms, conditions and covenants hereof;

NOW, THEREFORE, for and in consideration of the mutual covenants, terms and conditions herein contained,
and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties do hereby
agree as follows.

1. ASSIGNMENT.

Assignor hereby sells, assigns, transfers and sets over to Assignee all of its right, title and interest in and to the
Lease. Assignor shall remain liable to Landlord for the performance of the terms, provisions, covenants,
conditions and agreements of the Lease that arise subsequent to the Effective Date (as hereinafter defined).

2. ACCEPTANCE AND ASSUMPTION.

In consideration of the foregoing assignment and in further consideration of the execution by Landlord of its
consent to the herein described assignment, Assignee hereby accepts the foregoing Assignment and hereby
assumes and agrees to be bound by and to perform each and all of the terms, provisions, covenants, conditions
and agreements to be performed by Tenant pursuant to the Lease.

Assignee specifically agrees and understands that the Lease does make provision, among other things, for the
following:

(a) That Tenant's trade name shall be "UWINK MEDIA BISTRO" and shall remain as such unless changed with
the authorization and prior approval of Landlord.

(b) That the Lease provides a use clause limiting the use of Tenant shall only use the Premises for the operation of
a full service (sit-down) restaurant, including the sale of alcoholic beverages for on-Premises consumption only
(provided Tenant complies with applicable laws and regulations, and obtains and maintains in effect the necessary
licenses and additional insurance as may be required pursuant to this Lease for the sale and serving of said
alcoholic beverages), with categories of food and alcoholic, and non-alcoholic beverage items offered on the
menu substantially in the form as attached hereto as Exhibit "E;" and as ancillary thereto, Tenant may offer take-
out service for menu items. As incidental thereto Tenant may also sell bottles of wine featured to customers
(provided Tenant complies with applicable
laws and regulations, and obtains and maintains in effect the necessary licenses and additional insurance as may
be required pursuant to this Lease for the sale and serving of said alcoholic beverages). The Premises shall be
used solely for the use stated above and for no other use or purpose, and for no other use or purpose.

(c) That the Lease provides for the payment of Minimum Annual Rental, Percentage Rental and Additional Rent
charges as set forth in the Lease.

(d) That the Lease expires on January 31, 2016 and does not provide for an option to renew the Term of the
Lease.

3. EFFECTIVE DATE. The Effective Date of this Agreement shall be April 10, 2006.

4. LANDLORD'S CONSENT.

By its execution hereof, Landlord agrees to and accepts this Agreement upon the conditions and terms set forth
herein. Assignor shall remain liable to Landlord for the performance of the terms, provisions, covenants,
conditions and agreements of the Lease that arise subsequent to the Effective Date of this Assignment. Assignee
shall be liable for the performance and compliance with all of the terms, conditions and covenants of the Lease to
be performed by the Tenant thereunder from and after the Effective Date. Unless and until Landlord shall have
executed this Agreement, the same shall be of no effect, notwithstanding that Landlord may have accepted and
may continue to accept rent or the performance of other obligations by Assignee. The consent granted herein
shall in no event be construed as consent to any further assignment or subleasing of or under the Lease. The
failure or delay of Landlord in seeking to enforce any provisions of the Lease or this Agreement shall not be
deemed a waiver of rights or remedies that Landlord may have, or a waiver of any subsequent breach or default
of the terms and provisions therein or herein contained.

Landlord's consent is conditioned upon payment by Assignor of all Minimum Annual Rental, Percentage Rental
and Additional Rent charges due, including adjustments to estimated charges due under the Lease, through the
Effective Date (notwithstanding that such adjustments may be billed following the Effective Date).

5. NOTICE ADDRESS. The notice address of Assignee shall be as follows for all purposes for which notice to
Tenant may be required pursuant to the Lease:

                   NOTICE ADDRESS                             BILLING ADDRESS
                   --------------                             ---------------
                   U Wink Media Bistro                        U Wink Media Bistro
                   12536 Beatrice                             12536 Beatrice
                   Los Angeles, California 90066              Los Angeles, California 90066
                   Attention: Mr. Nolan Bushnell              Attention: Mr. Nolan Bushnell




6. ASSIGNMENT FEE. Assignor shall pay to Landlord upon the execution hereof an assignment fee, as
provided for in the Lease, in the amount of Seven Hundred Fifty Dollars ($750.00) as additional consideration
for this Agreement and to cover Landlord's administrative and processing expenses in connection with this
Agreement.

7. MISCELLANEOUS. Except as amended herein, all terms and conditions of the Lease shall remain and
continue in full force and effect. In case of inconsistency between the Lease and this Agreement, the later shall
govern and control. This Agreement may be amended, modified or canceled only by an instrument in writing
signed by all parties hereto.

   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK-SIGNATURE PAGE TO FOLLOW]

                                                        -2-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above
written.

ASSIGNOR:


                                        NOLAN BUSHNELL

          ASSIGNEE:                        UWINK, INC.,
                                           a Utah corporation


                                           By__________________________________

                                           Print Name _________________________

                                           Its_________________________________


                                           By__________________________________

                                           Print Name _________________________

                                           Its_________________________________


          LANDLORD:                        PROMENADE LP,
                                           a Delaware limited partnership

                                           By:      Westfield America GP LLC,
                                                    a Delaware limited liability company,
                                                    its General Partner

                                           By:      Westfield America Limited Partnership,
                                                    a Delaware limited partnership
                                                    its Sole Member

                                           By:      Westfield America, Inc.,
                                                    a Missouri corporation,
                                                    its General Partner


                                           By:_________________________________




                                                  -3-

                                                  -4-
                                                Exhibit 10.10

uWink Inc.
12536 Beatrice St.
Los Angeles, CA 90066
310.827.6900 310.827.7633 fax www.uwink.com

April 10, 2006

Nolan Bushnell
12536 Beatrice St.
Los Angeles, CA 90066

Dear Nolan:

Reference is made to the Lease Agreement (the "Lease Agreement"), dated February 3, 2006, between
Promenade LP, as landlord, and you, as tenant, and the Assignment, Assumption and Consent Agreement,
effective as of April 10, 2006, among uWink, Inc. (the "Company"), Promenade LP and you.

In consideration of your assignment of your right, title and interest under the Lease Agreement to the Company,
the Company hereby acknowledges and agrees that should you become obligated under the Lease Agreement as
a result of the Company's failure to perform under the Lease Agreement, you shall have the right to operate the
leased premises in order to satisfy your obligations under the Lease Agreement.

Best,

                                       /s/ Peter F. Wilkniss
                                       ---------------------------
                                       Peter F. Wilkniss
                                       Chief Financial Officer
                                                   EXHIBIT 14.1

                                                CODE OF ETHICS

                                       UWINK, INC. CODE OF ETHICS

This uWink, Inc. Code of Ethics applies to the principal executive officer, principal financial officer, principal
accounting officer and controller of uWink, Inc. and its subsidiaries. uWink, Inc. expects all of its employees to
act in accordance with the highest standards of personal and professional integrity in all aspects of their activities,
to comply with all applicable laws, rules and regulations, to deter wrongdoing and abide by the uWink, Inc.
policies and procedures adopted by uWink, Inc. that govern the conduct of its employees.

By executing below, you agree to:

(a) Engage in and promote honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships;

(b) Avoid conflicts of interest and to disclose to the principal executive officer of uWink, Inc. any material
transaction or relationship that reasonably could be expected to give rise to such a conflict.

(c) Take all reasonable measures to protect the confidentiality of non-public information about uWink, Inc. or its
subsidiaries and their customers obtained or created in connection with your activities and to prevent the
unauthorized disclosure of such information unless required by applicable law or regulation or legal or regulatory
process;

(d) Produce full, fair, accurate, timely, and understandable disclosure in reports and documents that uWink, Inc.
or its subsidiaries files with, or submits to, the Securities and Exchange Commission and other regulators and in
other public communications made by uWink, Inc. or its subsidiaries;

(e) Comply with applicable governmental laws, rules and regulations, as well as the rules and regulations of self-
regulatory organizations of which uWink, Inc. or its subsidiaries is a member; and

(f) Promptly report any possible violation of this Code of Ethics to the principal executive officer of uWink, Inc. .

You are prohibited from directly or indirectly taking any action to fraudulently influence, coerce, manipulate or
mislead uWink, Inc. or its subsidiaries' independent public auditors for the purpose of rendering the financial
statements of uWink, Inc. or its subsidiaries misleading.

You understand that you will be held accountable for your adherence to this Code of Ethics. Your failure to
observe the terms of this Code of Ethics may result in disciplinary action, up to and including termination of
employment. Violations of this Code of Ethics may also constitute violations of law and may result in civil and
criminal penalties for you, your supervisors and/or uWink, Inc. .

If you have any questions regarding the best course of action in a particular situation, you should promptly contact
the principal executive officer. You may choose to remain anonymous in reporting any possible violation of this
Code of Ethics.
YOUR PERSONAL COMMITMENT TO THE UWINK, INC. CODE OF ETHICS

I acknowledge that I have received and read the uWink, Inc. Code of Ethics, dated ____________, _____, and
understand my obligations as an employee to comply with the Code of Ethics of uWink, Inc. .

I understand that my agreement to comply with the Code of Ethics does not constitute a contract of employment.

Please sign here:_____________________________ Date:_____________________

Please print your name:_______________________

This signed and completed for must be returned to your manager or designated human resources professional.
                                           Exhibit 21.1

                                           Subsidiaries

Name of Subsidiary Jurisdiction of Incorporation Percentage Owned

uWink California, Inc. Delaware 100%
                                                 Exhibit 23.1

          CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in uWink, Inc.'s previously filed Registration Statements on Form
S-8 (file No 333-116807 and 333-122907 filed on June 24, 2004 and February 18, 2005, respectively) of our
report, dated March 7, 2006, for the years ended December 31, 2005 and 2004, appearing in this Annual
Report on Form 10-KSB of uWink, Inc for the years ended December 31, 2005 and 2004.

                                        /s/ Kabani & Company, Inc.

                                        Los Angeles

                                        April 17, 2006
Exhibit 31.1

                                                CERTIFICATIONS

I, Nolan K. Bushnell, Chief Executive Officer of uWink, Inc., certify that:

1. I have reviewed this Quarterly Report on Form 10-KSB of uWink, Inc.;

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 small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) for the small business issuer and
have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated Subsidiary, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report; and

c) disclosed in this report any changes in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the small business issuer's auditors and the audit committee of small
business issuer'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 small business issuer'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 small business issuer's internal control over financial
reporting.

          Date: April 17, 2006                                             /s/ Nolan K. Bushnell
                                                                           ----------------------------
                                                                           Nolan K. Bushnell
                                                                           Chief Executive Officer
Exhibit 31.2

                                                CERTIFICATIONS

I, Peter F. Wilkniss, Chief Financial Officer of uWink, Inc., certify that:

1. I have reviewed this Annual Report on Form 10-KSB of uWink, Inc.;

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 small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated Subsidiary, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report; and

c) disclosed in this report any changes in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the small business issuer's auditors and the audit committee of small
business issuer'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 small business issuer'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 small business issuer's internal control over financial
reporting.

          Date: April 17, 2006                                            /s/ Peter F. Wilkniss
                                                                          -----------------------------
                                                                          Peter F. Wilkniss
                                                                          Chief Financial Officer
                                                                          Chief Accounting 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 uWink, Inc. (the "Company") on Form 10-KSB for the year ending
December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I,
Nolan. Bushnell, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(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.

          April 17, 2006                                                    By: /s/ Nolan K Bushnell
                                                                                ----------------------
                                                                            Nolan K. Bushnell
                                                                            Chief Executive Officer
Exhibit 32.2

                        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 uWink, Inc. (the "Company") on Form 10-KSB for the year ending
December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I,
Peter F. Wilkniss, Chief Financial Officer and Chief Accounting Officer of the Company, hereby certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my
knowledge:

(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.

          April 17, 2006                                               By: /s/ Peter F. Wilkniss
                                                                           --------------------------
                                                                       Peter F. Wilkniss
                                                                       Chief Financial Officer
                                                                       Chief Accounting Officer