puredepth_ex1032.htm


    Exhibit
10.32

     

    
      FULL
SERVICE OFFICE LEASE

      LEASE
SUMMARY PROVISIONS

      


      Dated for
Identification Purposes: May 14, 2008

      


      
        	
                Landlord:

              	
                SHP
      Westshore Associates, LLC, a California limited liability company
      (“Landlord”).

              


      

      


      
        	
                Address
      of Landlord:

              	
                c/o
      Sand Hill Property Management Company 

                  489
      S. El Camino Real

                  San
      Mateo,
      CA  94401        Phone
      (650) 344-1500

                

              


      

       

      
        	
                
                  Tenant:

                

              	
                PureDepth
      Inc., a Delaware
      corporation
      (“Tenant”)

              	 


      

      
        	
                Property:

              	
                Westshore
      Office Park
      ("Property”)

              


      

      


      
        	
                Address
      of Premises: 

              	
                230
      Twin Dolphin Drive, Suite D, Redwood City, CA 94065 ("Premises"), which
      Premises are delineated on the site plan of the Property attached hereto
      as Exhibit "A" and made a part
hereof.

              


      

      


      
        
          	
                  Size
      of Premises:

                	
                  Rentable
      Floor Area of Premises: 1,983 s.f.  (See Exhibit “A-1” and
      Section 17.07)

                


        

      

      


      
        
          	
                  Permitted
      Uses:

                	
                  General
      Office Use

                


        

      

                                                         

      
        	Notification
      Address:  	LANDLORD 	TENANT
	 	
                489
      S. El Camino Real

                San
      Mateo, CA 94401

                650/344-1500
      Phone

                650/344-0652
      Fax

              	
                230
      Twin Dolphin Drive, Suite D

                Redwood
      City, CA 94065

                Phone:

                Fax:

              


      

      


      
        
          	
                  Lease
      Term:

                	
                  Two
      (2) years – June 1, 2008 – May 30,
2010

                


        

      

      


      
        	
                Rent
      Commencement

                Date:

              	
                June
      1, 2008

              


      

                                                                     

      
        	Monthly
      Base Rent: 	Months
      1-12                          $5,949.00
      per month
	
                 

              	
                
                  Months
      13-24                       
      $6,167.13 per month
      (See Section 3.02)

                

              


      

      


      
        	
                Monthly
      Estimated Charges:

              	
                Tenant shall pay it’s
      prorata share of operating expenses beginning January 1,
      2009.  Tenant shall have a 2008 Base
  Year.

              


      

      


      Concurrent
Payments:

      
        
          	
                    
      Security Deposit

                	
                  $5,949.00
      (Due upon Lease Execution)

                
	  
      First Month’s Rent 	$5,949.00  (Due
      upon Lease Execution)
	  
      First Month’s Estimated Charges 	$  -0-
	  
      Total Payment Due 	$
      11,898.00


        

      

      


      
        	
                Broker(s):

              	
                Landlord represented
      by NAI BT Commercial, and Tenant represented by Cornish &
      Carey.

              


      

       

      This
Lease consists of eighteen (18) articles on 30 pages,  exhibits A
through D, and one First Addendum.

      


      The
foregoing Lease Summary Provisions are an integral part of this Lease and each
reference in this Lease to any such provision shall be construed to incorporate
all of the terms provided under such Lease Summary Provision.  In the
event of any conflict between any Lease Summary Provision and the balance of the
Lease, the latter shall control.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      FULL
SERVICE OFFICE LEASE

      


      This
Lease, dated for identification purposes May 14, 2008, is made by and between
Landlord and Tenant, and incorporates the Lease Summary Provisions specified on
page iii, Exhibit “A”
(Site Plan), Exhibit “A-1” (Floor Plan),
Exhibit “B”
(Tenant Improvements), Exhibit “C” (Parking),
Exhibit “D” (Rules and Regulations), [and the First Addednum], all of
which are attached hereto.


      


      ARTICLE
I – THE PROPERTY, PREMISES AND COMMON AREAS

      


      Section
1.01 THE
PROPERTY

      


      The
Property is defined as Westshore Office Park located at 200-250 Twin Dolphin
Drive in the City of Redwood City, California, consisting of six professional
office buildings.

      


      Section
1.02 THE
PREMISES

      


      Landlord
hereby leases to Tenant and Tenant hereby leases from Landlord the Premises
known as 230 Twin Dolphin Drive (“Building”) Suite D, Redwood City, California
(“Premises”), as outlined on Exhibit “A-1”, for the term, at the rent, and upon
all the conditions and agreements set forth herein.

      


      Section
1.03 COMMON
AREAS

       

                All
areas within the exterior boundaries of the Property which are neither (i) areas
occupied by buildings, nor (ii) areas designated by Landlord for the exclusive
use of a particular tenant or tenants, shall be deemed “Common
Areas”.  Landlord may make changes at any time and from time to time
in the size, shape, location, number or extent of the Common Areas.

      


      Section
1.04 MODIFICATIONS

      


                   Landlord
shall have the right to change the name, number or designation of (as defined in
Section 17.07) the Property without liability, but upon reasonable notice to
Tenant.  In addition, Tenant shall not, without Landlord’s prior
written consent, use the name of the Property for any purpose other than as the
address of the business to be conducted by Tenant in the Premises, and in no
event shall Tenant acquire any rights in or to such name (s).

      


                   Landlord
shall have the right at any time to change the configuration and/or location of
entrance or passageways, doors and doorways, and corridors, elevators, stairs,
toilets, or other public parts of the Property, and Landlord hereby reserves the
right at any time to make alterations or additions to and to build additional
stories on the Property and to build new buildings adjoining the
same.  Landlord also reserves the right to remove or construct other
buildings or improvements at the Property from time to time, to make alterations
thereof or additions thereto, and to build additional stories on any such
building(s).  Landlord further reserves the exclusive right to the
roofs of the Property.

      


                   No
easement for light, air or view is included in the leasing of the Premises to
Tenant.  Accordingly, any diminution or shutting off of light, air or
view by any structure which may be erected on lands in the vicinity of the
Property (regardless of whether or not such structure is on the Property) shall
in no way affect this Lease or impose any liability upon Landlord.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      ARTICLE
II - TERM

      


      Section
2.01 LENGTH OF
TERM

      


      The term
of this Lease (“LeaseTerm”) shall commence as of the date specified in the Lease
Summary Provisions, and shall continue for the period specified in the Lease
Summary Provisions and additionally, if the term hereof commences on a day other
than the first day of the calendar month, the term of this Lease shall continue
from the first day of the calendar month next following the term commencement
date for the period set forth in the Lease Summary Provisions.

      


      Section
2.02 RENT COMMENCEMENT
DATE

      


      Tenant's
obligation to pay rent shall commence on the Rent Commencement Date as is agreed
to by Landlord and Tenant and is set forth in the Lease Summary
Provisions.

      


      Section
2.02 OPTION TO
RENEW

       

      Tenant
shall have the option to renew this lease in accordance with the provisions of
the First Addendum attached hereto.

      


      ARTICLE
III - RENT

      


      Section
3.01 MONTHLY BASE
RENT

      


      From and
after the Rent Commencement Date for each full calendar month during the Lease
term, Tenant shall pay to Landlord in advance, upon the first day of each
calendar month without demand, deduction or offset, the Monthly Base Rent
specified in the Lease Summary Provisions and Monthly Estimated Charges (defined
in Section 4.03) specified in the Lease Summary
Provisions, subject to the rent adjustments as provided in Section 3.02, plus
all applicable excise taxes in lawful money of the United States of America. One
payment for the full Monthly Base Rent and Monthly Estimated Charges shall be
made by Tenant to Landlord at the time of execution of this Lease. The Monthly
Base Rent and Monthly Estimated Charges for any fractional part of a calendar
month at the beginning or end of the Lease term shall be a proportionate part of
the Monthly Base Rent and Monthly Estimated Charges for a full calendar month on
a per-day basis. Payment shall be made to Landlord at the address set forth in
the Lease Summary Provisions or at such other place as may be designated from
time to time by Landlord. For purposes of venue, performance of this Lease shall
be deemed to be made at the address where rent payments are
received.

      


      Section
3.02 RENT
SCHEDULE

      


      The
amount of Monthly Base Rent during the Lease Term shall be as
follows:

      


      June 1,
2008- May 31,
2009                                                                           $5,949.00

      June 1,
2009- May 31,
2010                                                                           $6,167.13

      


      Section
3.03 RENTAL

      


      The term
"Rental" means each and every payment required to be made by Tenant pursuant to
this Lease including without limitation Monthly Base Rent, Monthly Estimated
Charges (defined in Section 4.03), late charges, interest payments and other
expenditures made by Landlord on Tenant's behalf pursuant to this Lease. All
Rental shall be paid when and as due, and without notice (unless notice is
expressly required under this Lease). Tenant expressly waives all right of
offset against Rental pursuant to California Code of Civil Procedure §431.70 or
otherwise. All Rental shall constitute "rent" or "rental" for the purposes of
the unlawful detainer statutes (California Code of Civil Procedure Section 1161
et. seq.).

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      No
payment by Tenant or receipt by Landlord of a lesser amount than all Rental then
due shall be deemed to be other than on account of the earliest of said sums
then due, nor shall any endorsement or statement on any check or any letter
accompanying any check or payment as Rental be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of said sums, or pursue any other rights
or remedies provided in Article XIII.

      


      ARTICLE
IV – SHARED OPERATING EXPENSES

      


      Section
4.01 DEFINITION OF OPERATING
EXPENSES

      


      Operating
Expense shall include, without limiting the generality of the foregoing,
expenses associated Tenant’s proportionate share of Common Area expenses within
the Property as provided in Sections 5.01, 6.01, 7.02, 8.02, 12.04, 14.04, and
Article XV, and shall include real estate taxes; the cost of personnel or fees
paid to persons or entities, including those affiliated with Landlord, to
provide maintenance, repair, janitorial services, gardening, landscaping,
resurfacing,  repaving, painting, lighting, sweeping, cleaning, pest
and sanitary control,  trash removal, and fire protection; the amounts
paid for heating, air conditioning, and providing electricity and water and
sewer provided to the Property; administrative expenses related to the Property
; any costs incurred for any capital improvements or structural repairs to the
Building and Common Areas, which costs shall be amortized over the useful life
of the applicable capital improvements or structural repairs; the cost of
accounting services necessary to compute the rent and charges payable by
tenants, market rate management fee paid to Landlord’s affiliate or third-party
management companies; fees for legal, accounting, inspection and consulting
services pertaining to the Property; the cost of guards and other protection
services pertaining to the Building and Common Areas; and the amount paid for
premiums for all  insurance procured by Landlord to insure the
Property as may be required or permitted under this Lease (including, without
limitation, business interruption insurance, and such insurance as may be
required by the holder of such mortgage or deed of trust); government-imposed
parking charges or costs, and costs to comply with governmentally-imposed safety
and access requirements.  Notwithstanding the foregoing, Operating
Expenses shall not include the costs of special services rendered to tenants
(including Tenant) for which a special or separate charge is made, any costs of
preparation of space for new tenants of the Property, any costs borne directly
by Tenant under this Lease, leasing commissions, depreciation, or debt service
payments made to a mortgagee.

      


      If less
than 95% of the total rentable area of the Property is occupied during the Base
Year or any calendar year during the term of this Lease, then Operating Expenses
shall be adjusted to equal Landlord’s reasonable estimate of Operating Expenses
had such percentage of the total rentable area of the Property been
occupied.

      


      Section
4.02 PAYMENT OF MONTHLY
ESTIMATED CHARGES

      


      Landlord
agrees to expend as its share of Operating Expenses paid for and sustained by
the Landlord during any calendar year an amount not greater than the actual
calendar year 2007 Operating Expenses (“Base Year Operating
Expenses”).  Said sum shall constitute the maximum payable by Landlord
as its contribution toward Operating Expenses. Commencing on the first day of
the first January after the Rent Commencement Date, and continuing thereafter
during the term of this Lease, Tenant shall pay to Landlord monthly in advance
on the first day of each month, without notice or demand and without any
deduction, offset or abatement, in lawful money of the United States of America,
1/12 of the amount of the Tenant’s pro-rata share of Operating Expenses in
Excess of Base Year Operating Expenses as estimated by Landlord (“Monthly
Estimated Charges”) to be incurred for the calendar year in which the monthly
payments are to be made. Tenant shall pay to Landlord as Rental hereunder
Tenant’s Monthly Estimated Charges as may be paid or incurred by Landlord during
the Term.  Monthly Estimated Charges shall be determined and adjusted
in accordance with the provisions of Section 4.03 below.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      Section
4.03 DETERMINATION AND
RECONCILIATION

      


      During
the Term, within ninety (90) days after January 1 of each calendar year after
the year in which the Rent Commencement Date occurs, Landlord shall notify
Tenant of Tenant’s Monthly Estimated Charges reasonably estimated by Landlord
for the same calendar year.   Monthly Estimated Charges shall be
one-twelth (1/12) of Tenant’s pro-rata share of Operating
Expenses.  Tenant’s pro-rata share of Operating Expenses shall be
calculated by multiplying total Operating Expenses for the calendar year in
excess of Base Year Operating Expenses by a fraction, the numerator of which is
the Rentable Square Foot of the Premises, and the denominator of which is the
total Rentable Square Foot of the Property, as it may be modified from time to
time. Operating Expenses related specifically to the Building shall be allocated
100% to the Building.  Common Area Operating Expenses shall be
allocated to Building based on the Building’s total Rentable Square Foot as a
proportion of total Rentable Square Footage for the Property.  Tenant
shall continue to make such payments until notified by Landlord of a change
thereof.  Landlord may adjust Monthly Estimated Charges at any time
and from time to time to more accurately reflect the actual charges to be paid
by Tenant.

      


      On or
before the end of the ninety (90) day period following January 1 of each
calendar year or portion thereof for which Tenant has made estimated payments of
or is liable for any Operating Expenses, Landlord shall furnish Tenant a
statement with respect to such year showing Tenant’s pro-rata share of Operating
Expenses, and the total payments made by Tenant (“Annual
Reconciliation”).  Unless Tenant raises any objections to Landlord’s
Annual Reconciliation within sixty (60) days, such statement shall conclusively
be deemed correct and Tenant shall have no right thereafter to dispute such
statement or any item therein.  If Tenant’s share of Operating
Expenses for the year as finally determined exceeds the total payments made by
Tenant based on Landlord’s estimate, Tenant shall pay Landlord the deficiency
within thirty (30) days after Tenant’s receipt of Annual
Reconciliation.  If the total payments made by Tenant based on
Landlord’s estimate exceed the amount properly payable by Tenant, Landlord shall
credit the excess amount to the next Operating Expenses payment due under this
Lease, or upon expiration of the Term pay Tenant such excess amount within
thirty (30) days after Tenant’s receipt of Annual
Reconciliation.  Notwithstanding the preceding sentence, any excess
portion of Operating Expenses attributable to estimated Tenant’s share of Real
Estate Taxes shall not be refunded at the time of such annual reconciliations
unless and until such amounts are determined truly to be excess payments after
reassessment (or supplemental assessment) of the Property, which may be
retroactively applied, following Landlord’s acquisition thereof and completion
of construction of Landlord’s improvements.

       

      With the
exception of Real Estate Taxes which shall be prorated on a fiscal year basis,
and amortization of capital improvements and replacements, all other costs shall
be chargeable to Tenant on a cash basis.

      


      Section
4.04 PRORATIONS AND END OF
TERM

       

      For any
partial calendar year at the commencement or termination of the Term, Tenant’s
pro-rata share of Operating Expenses for such year shall be pro-rated on the
basis of a 365-day year.  Notwithstanding the termination of this
Lease, within thirty (30) days after Tenant’s receipt of Annual Reconciliation
regarding the determination of Tenant’s share of Operating Expenses for the
calendar year in which the Term ends, Tenant shall pay to Landlord or Landlord
shall pay to Tenant, as the case may be, an amount equal to the difference
between Tenant’s share of Operating Expenses for such year, as finally
determined, and the amount previously paid by Tenant toward such Operating
Expenses.  The provisions of this paragraph shall survive expiration
or sooner termination fo the Term.

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      Section
4.05 NO
WAIVER

       

      Failure
by Landlord to strictly adhere to the provisions stated hereinabove shall not be
deemed a waiver of Tenant’s obligations to pay such estimated or actual
charges.

      


      ARTICLE
V - TAXES

      


      Section
5.01 REAL ESTATE
TAXES

      


      (a)
Tenant shall pay to Landlord all real estate taxes (as hereinafter defined)
applicable to the Premises, including the improvements thereon, as part of
Operating Expenses, in a manner as is provided in Article IV.

      


      (b) If,
at any time during the term of this Lease, the methods of taxation shall be
altered so as to impose, in lieu of current methods of assessment and taxation
in whole or in part, taxes based on other standards, including, but not limited
to, a tax or excise on rent or any other tax, however described, or assessed
against Landlord on the rent or any portion thereof payable hereunder as a
direct substitute for the real property taxes, Tenant covenants to pay to
Landlord said tax in a manner and at a time to be determined by Landlord, but in
no event later than 10 days after receipt of said notice by Tenant.

      


      Section
5.02 DEFINITIONS

      


      (a) The
term "real estate taxes" shall include all taxes, levies, assessments, bonds and
governmental charges levied upon or with respect to the real property and
improvements within the Property, other than such building(s) within the
Property for which tenants pay their separate real estate taxes, and any tax or
excise on rents or any other tax, however described, levied against Landlord on
account of the rent reserved hereunder or on the business of renting space in
the Property. However, the term "real estate taxes" shall not include any
franchise, estate, inheritance, succession, capital levy, net income or excess
profits taxes imposed upon Landlord except that if real estate taxes are
withdrawn in whole or in part and any substitute tax is made therefore, such tax
shall in any event for the purpose of this Lease be considered a real estate tax
regardless of how denominated or the source from which it is collected. Landlord
and Tenant acknowledge that the adoption of Proposition 13 by the voters of the
State of California in the June 1978 election may give rise to the imposition of
assessments, taxes, fees, levies and charges imposed by governmental agencies
for such services as fire protection, street, sidewalk and road maintenance,
refuse removal and other governmental services formerly provided without charge
to property owners or occupants (it being the intention of Tenant and Landlord
that any and all such new and increased assessments, taxes, fees, levies and
charges be included within the definition of real estate taxes for purposes of
this Section 5.02). The term "real estate taxes" shall also include all
expenses, including consultants' fees, reasonably incurred by Landlord in
seeking reduction by the taxing authorities of real estate taxes applicable to
the Property.

      


      (b) The
term "real estate taxes applicable to the Premises" shall mean the taxes
separately assessed for the Premises or that portion of the real estate taxes as
such term is hereinabove defined in Section 5.02(a), equal to the product
obtained by multiplying such real estate taxes by a fraction, the numerator of
which shall be the rentable floor area of the Premises as defined in the Lease
Summary Provisions, and the denominator of which shall be the total rentable
floor area of the Property, including the Premises, which are then located on
the land to which the tax bill applies; provided, however, that if any tenants
in such building(s) pay their separate real estate taxes, their rentable floor
area shall not be included in such denominator.

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      Section
5.03 OTHER
TAXES

      


      Tenant
shall be responsible for and shall pay before delinquency all municipal, county
or state taxes, levies and fees of every kind and nature, including, but not
limited to, general or special assessments assessed during the term of this
Lease against any leasehold interest or personal property of any kind, owned by,
in, upon or about the Premises of Tenant. If any or all of Tenant's fixtures or
other personal property shall be assessed and taxed with the Landlord's real
property, Tenant shall pay to Landlord its share of such taxes within 10 days
after delivery to Tenant by Landlord of a statement in writing setting forth the
amount of such taxes applicable to such property of Tenant.

      


      ARTICLE
VI – LANDLORD’S SERVICES

      


      Section
6.01 BASIC
SERVICES

      


      Landlord
agrees to furnish, as part of Operating Expenses, water and, if applicable,
elevator services,  janitorial services and electricity for the
Premises, and heat, ventilation and air-conditioning (hereinafter collectively
called "HVAC") required in Landlord's judgment for the comfortable use and
occupancy of the Premises, all in accordance with the following schedule (and
subject to the rules and regulations of the Property as well as any governmental
requirements or standards relating to, among other things, energy
conservation):

      


      Water - All days, 24 hours

      


      Electricity – All days, 24
hours

      


      HVAC - Monday through Friday - 7 a.m.
to 6 p.m., excluding holidays

      


      Janitorial
– Five nights per week, excluding holidays. Schedule to be determined by
Landlord.

      


      Landlord
may impose a reasonable charge for any utilities and services, including,
without limitation, electricity and HVAC, required to be provided by Landlord by
reason of any substantial recurrent use of the Premises at any time other than
the above schedule for such utilities and services, or any use beyond what
Landlord agrees to furnish as described above, or special electrical, cooling
and ventilating needs created in certain areas by hybrid telephone equipment,
computers and other similar equipment or uses.  At Landlord's option
and expense, separate meters for such utilities and services may be installed
for the Premises.  Tenant agrees to cooperate fully at all times with
Landlord and to abide by all regulations and requirements which Landlord may
prescribe for the use of the above utilities and services.  Any such
excess costs as described above shall constitute “Rental”.

       

      Landlord
consents to provide lighting of the Common Areas or any portion thereof, or HVAC
to the Premises beyond the normal and customary business hours upon Tenant’s
request, and shall have the right to bill for such after-hour usages and Tenant
shall pay to Landlord such additional charges as Rental.

       

      Tenant
shall not, without the prior written consent of Landlord, use any apparatus or
device in the Premises (including but not limited to electronic data processing
machines, and machines using current in excess of 110 volts) which will in any
way increase the amount of  electricity or water normally furnished or
supplied for use of the Premises as general office space, nor shall Tenant
connect with electric current (except through existing electrical outlets in the
Premises) or water pipes any apparatus or device for the purpose of using
electric current or water.  If Tenant shall require water or electric
current in excess of that usually furnished or supplied for use of the Premises
as general office space, Tenant shall first procure the written consent of
Landlord to the use thereof, and Landlord may cause a separate water meter or
electric current meter to be installed, so as to measure the amount of water and
electric current consumed for any such other use.  The cost of any
such separate meters and of installation, maintenance and repair thereof shall
be paid for by Tenant, and Tenant agrees to pay Landlord, promptly upon demand,
for all such water and electricity consumed as shown by said meters, at the
average rates charged for such services by the jurisdiction in which the
Property is located or by the local public utility furnishing the same,
whichever the case may be, plus any additional expense incurred in keeping
account of the water and electric current so consumed.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      Notwithstanding
anything hereinabove to the contrary, Landlord reserves the right from time to
time to make reasonable and nondiscriminatory modifications to the above
standards for utilities and services.

      


      ARTICLE
VII - MAINTENANCE, REPAIRS, AND ALTERATIONS

      


      Section
7.01 MAINTENANCE AND
REPAIRS-TENANT

      


      (a)
Subject to the provisions of Article IX and Section 7.02 hereof, Tenant shall,
at its sole cost and expense during the term of this Lease, keep in first-class
order, condition and repair, the Premises, including, without limiting the
generality of the foregoing, maintenance and repair of any damage to lighting
facilities and equipment, fixtures, walls, wall covering and paint, ceilings,
floors and floor coverings, interior windows and window casement, doors,
entrances and other facilities caused by Tenant or Tenant’s use of the
Premises.

      


      (b)
Tenant shall not place any rubbish or other matter outside the Premises, except
in such containers as are authorized from time to time by Landlord.

      


      (c) If
Tenant fails to perform its obligations under this Section 7.01, Landlord may,
at its option, after five (5) days written notice to Tenant, except in the event
of an emergency in the judgement of Landlord, in which case no notice shall be
required, enter upon the Premises and put the same in good order, condition and
repair and the cost thereof shall become due and payable by Tenant to Landlord
upon demand.

      


      Section
7.02 MAINTENANCE AND REPAIRS -
LANDLORD

      


                 (a)
Landlord represents that, as of the Rent Commencement Date, Landlord has not
received any notices of code violations from the City or any other governmental
agency.  Subject to the provisions of Article IX and Section 7.01
hereof, and except for damage caused by any negligent or intentional act or
omission of Tenant, Tenant’s agents, employees, representatives, customers or
invitees, in which event Tenant shall repair the damage, at its sole expense,
Landlord shall keep in good order, condition and repair the roof, electrical,
HVAC, plumbing, elevators, sprinklers, exterior walls and windows, structural
and non-structural portions of the Property, and all costs incurred by Landlord
in making any such repairs or performing such maintenance shall be Operating
Expenses as defined in Section 4.01, provided that Landlord shall have no
obligation to perform any act which is the obligation of Tenant or any other
tenant.  In carrying out its repairs and maintenance responsibilities
pursuant to this Section 7.02, Landlord shall exercise reasonable efforts to
minimize any interference with Tenant’s use of the Premises.  Tenant
expressly waives the benefits of any statute now or hereafter in effect which
would otherwise afford Tenant the right to make repairs at Landlord’s expense or
to terminate this Lease because of Landlord’s failure to keep the Premises in
good order, condition and repair.  Other than as specifically provided
in this Section 7.02, Landlord shall not be obligated to make any repairs or
improvements of any kind, in, upon, about, or to the Premises or the
Property.

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      (b)
Landlord shall not be in breach of its obligations under this Article unless
Landlord fails to make repairs or perform maintenance which it is obligated to
perform hereunder and such failure persists for an unreasonable time after
written notice of the need for such repairs or maintenance is given to Landlord
by Tenant.  Nor shall Landlord be liable for injury to persons or loss
of or damage to fixtures, equipment or other personal property, unless caused by
the Landlords’ intentional act or negligence,resulting from a failure to repair
or maintain, unless caused by such failure having persisted for an unreasonable
time (after written notice of the need for such repairs or maintenance is given
to Landlord by Tenant) and through no fault of Tenant.  In no event
shall any such failure to repair or maintain on the part of Landlord be
construed as a constructive or actual eviction of Tenant or entitle Tenant to
any abatement or reduction of rent.  Landlord shall not be liable for
(and Tenant shall not be entitled to any abatement or reduction of rent by
reason of) Landlord's failure to furnish any of the foregoing when such failure
is caused by shortages, black-outs, accidents, breakage, repairs, strikes,
lockouts or other labor disturbances or labor disputes of any character, or by
any other cause, similar or dissimilar, beyond the reasonable control of
Landlord, nor shall such failure under such circumstances be construed as a
constructive or actual eviction of Tenant.

      


      Section
7.03 ALTERATIONS, ADDITIONS,
AND FIXTURES

      


      (a)
Tenant shall not, without the prior written consent of Landlord, make any
alterations, improvements, remodeling or additions to either the interior or
exterior of the Premises or to fixtures installed therein, or mark, paint,
drill, or in any way deface any portion of the Premises. Landlord may require as
a condition and in consideration for such approval that Tenant pay to Landlord a
sum equal to Landlord's reasonable expenses incurred in evaluating and approving
Tenant's proposed improvements and/or addition, including, but not limited to,
architectural and engineering fees.  Landlord shall indicate to Tenant
whether Tenant shall be required to remove improvements and alterations it
installed and restore Premises to the original conditions upon expiration of the
Lease.

      


      (b) No
electrical equipment, air conditioning or heating units, or plumbing additions
shall be installed, nor shall any changes to the existing Building HVAC,
electrical or plumbing systems be made by Tenant without prior written approval
of Landlord, which consent shall be subject to Landlord’s sole and absolute
discretion.  Landlord reserves the right to designate and/or approve
the contractor to be used.  Any permitted installations by Tenant
shall be made under Landlord’s supervision.

      


      (c)
Tenant shall maintain the Premises in accordance with all federal, state, county
and municipal laws and ordinances and with all rules, orders, ordinances, and
regulations at any time issued or in force applicable to the Premises and to
Tenant's use and occupation thereof, of the federal, state, county and city
governments and of each and every department, bureau and official thereof, and
the Board of Fire Underwriters.

      


      If a
change in such laws or ordinances or additional development in the Property
makes necessary improvements, modifications, alterations or additions to the
Premises (including, without limitation, the installation of a fire protection
system), such improvements, modifications, alterations or additions shall be
made at Tenant's sole cost and expense if related to Tenant’s use or
occupancy.

      


      (d)
Tenant shall repair any damage to the Property caused by Tenant's use or
occupancy thereof. Any such repair referred to in this Section 7.03(c) shall be
completed by Tenant within fifteen (15) days after notice to Tenant by Landlord.
The provisions of this Section 7.03(d) shall survive the expiration of the term
hereof.

      


      
        
          
          

        

        
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      Section
7.04 CLEANLINESS, WASTE AND
NUISANCE

      


      Tenant
shall at all times keep the Premises in a neat, clean and sanitary condition,
shall neither commit nor permit any waste or nuisance thereon, and shall keep
the hallways, walks, service, and loading areas adjacent thereto free from waste
and debris.

      


      ARTICLE
VIII - INSURANCE AND INDEMNITY

      


      Section
8.01 TENANT
INSURANCE

      


      (a)
Tenant shall at all times during the term hereof and at Tenant's sole expense,
maintain in effect workers' compensation insurance and personal injury liability
and property damage liability insurance adequate to protect Landlord and naming
Landlord and, if requested by Landlord, Landlord's property management company,
as additional insured in the liability contract, against liability for injury to
or death of any person or damage to property in connection with the use,
operation or condition of the Premises, in an amount not less than $1,000,000
combined single limit coverage, or such higher limit as Landlord may from time
to time reasonably designate. In no event shall the limits of said policies be
considered as limiting the liability of Tenant under this Lease.

      


      (b)
Tenant shall at all times during the term hereof, and at its cost and expense,
maintain in effect policies of insurance covering (i) its stock in trade,
furniture, fixtures and equipment located on the Premises, in an amount not less
than 80% of their actual cash value, providing protection against any peril
included within the classification "Fire and Extended Coverage", together with
insurance against sprinkler damage, vandalism and malicious mischief. The
proceeds of such insurance shall be used to repair or replace, so long as this
Lease remains in effect, the stock in trade, furniture, fixtures and equipment
so insured.

      


      (c)  If
Tenant fails to perform its obligations under this Section 8.01, Landlord may,
at its option, obtain such insurance and the cost thereof shall become due and
payable by Tenant to Landlord upon demand.

      


      Section
8.02 LANDLORD
INSURANCE

      


      (a)
Tenant shall pay, as part of Operating Expenses, any and all insurance premiums
on the Premises for insurance not hereinabove described including, but not
limited to, insurance for fire and extended coverage, vandalism, malicious
mischief, sprinkler leakage, plate glass and such other perils or risks,
including earthquake and flood, as Landlord may choose to insure, together with
insurance for loss of rental resulting from damage to the Premises by an insured
peril. In the instance of a claim made by Landlord under any such insurance
policy, Tenant shall pay any deductible required thereunder.  Tenant
shall reimburse Landlord for Tenant's pro rata share of such premiums and
deductibles determined in a manner as is provided in Section
4.03.  Notwithstanding anything to the contrary hereinabove set forth,
if Tenant’s specific use of the Premises increases the premiums for the
insurance hereinabove referred to over that charged for normal office uses, then
Tenant shall also be responsible for the full amount of such increase in
premiums as such amount shall be reasonably determined by Landlord’s insurance
broker.

      


      Section
8.03 INSURANCE
POLICIES

      


      All
insurance required to be carried by Tenant hereunder shall be written by
companies, on forms and with loss payable clauses satisfactory to Landlord, and
copies of policies of such insurance or certificates evidencing such insurance
shall be delivered to Landlord by Tenant. Each policy of public liability
insurance required pursuant to this Article VIII shall be primary and
non-contributing with the insurance carried by Landlord. No such policy shall be
subject to cancellation, termination or material adverse change except after not
less than ten (10) days prior written notice to Landlord.

      


      
        
          
          

        

        
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      Section
8.04 WAIVER

      


      Except
for any cause proved by Tenant to be the proximate result of Landlord's
negligence, Tenant hereby waives any and all rights to recovery against Landlord
or against any other tenant or occupant of the Property or against the officers,
employees, agents, representatives, customers and visitors of Landlord or of
such other tenant or occupant of the Property, for loss or damage to Tenant, or
any person claiming through Tenant or to its property or the property of others
under its control, arising from any cause required to be insured against by
Tenant under this Lease. Tenant shall obtain and furnish evidence to Landlord of
waiver by Tenant's insurance carrier of any such right of
subrogation.

      


      Section
8.05 INDEMNITY

      


      Except
for claims proved by Tenant to have been caused solely by Landlord's negligence,
Tenant shall indemnify, defend, protect and hold harmless Landlord against and
from any and all claims arising from Tenant's use of the Premises or from the
conduct of its business or from any activity, work or other things done,
permitted or suffered by the Tenant in or about the Premises, and shall further
indemnify, protect, defend and hold harmless Landlord against and from any and
all claims arising from any breach or default in the performance of an
obligation on Tenant's part to be performed under the terms of this Lease, or
arising from any act or negligence of the Tenant, or any officer, agent,
employee, guest, or invitee of Tenant, and from all costs, attorney's fees, and
liabilities incurred in or about the defense of any such claim or any action or
proceeding brought thereon and in case any action or proceeding be brought
against Landlord by reason of such claim, Tenant upon notice from Landlord shall
defend the same at Tenant's expense by counsel reasonably satisfactory to
Landlord.

      


      Any
indemnity, protection, defense or hold harmless provision in this Lease for the
benefit of Landlord shall extend to the benefit of the partners, shareholders,
affiliates, directors, officers, employees, agents, contractors, assigns and any
successors to Landlord's interest in the Property.

      


      Section
8.06 EXEMPTION OF
LANDLORD

      


      Except
for claims proved by Tenant to have been caused solely by Landlord's negligence
Landlord shall not be liable for injury or damage which may be sustained by the
person, goods, wares, or property of Tenant, its employees, invitees or
customers or any other person in or about the Premises caused by or resulting
from any accident or occurrence in, on or about the Property including, but not
limited to, injury or damage caused by or resulting from Landlord's failure to
make repairs, or injury or damage 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 the pipes, sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures of the same, whether
said damage or injury results from conditions arising upon the Premises or upon
other portions of the Property of which the Premises are a part, or from other
sources. Landlord shall not be liable for any damage arising from any act or
neglect of any other tenant or for any latent defect in the
Property.

      


      Furthermore,
Landlord shall not be liable in damages or otherwise for any failure,
interruption or inadequacy of any utility service being furnished on the
Premises and no such failure, interruption or inadequacy shall entitle Tenant to
terminate this Lease.

      


      
        
          
          

        

        
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      ARTICLE
IX - REPAIRS AND RESTORATION

      


      Section
9.01 MINOR INSURED
DAMAGE

      


      Subject
to the provisions of Section 9.03, if at any time during the term hereof the
Premises are damaged and such damage is not "substantial", as that term is
defined in Section 9.05(a), and such damage was caused by an insured casualty,
then Landlord shall promptly repair such damage, and this Lease shall continue
in full force and effect, unless such damage was caused by Tenant's negligent or
willful act or omission, in which event Tenant shall promptly repair such
damage,

      


      Section
9.02 UNINSURED DAMAGE OR
INSURED SUBSTANTIAL DAMAGE

      


      Subject
to the provisions of Section 9.03, if at any time during the term hereof the
Premises, the Building or the Property are damaged and (i) such damage is
"substantial", as that term is defined in Section 9.05(a), and such damage was
caused by an insured casualty, or (ii) regardless whether such damage is
substantial as so defined, such damage was caused by a casualty not insured
against by Landlord, then Landlord may, at its option, either (a) repair such
damage at Landlord's expense, in which event this Lease shall continue in full
force and effect, or (b) cancel and terminate this Lease as of the date that
Tenant vacates the Premises, unless such damage was caused by Tenant's negligent
or willful act or omission, in which event Tenant shall promptly repair such
damage

      


      Section
9.03 DAMAGE NEAR END OF
TERM

      


      Notwithstanding
anything to the contrary contained in this Article IX, if the Premises, the
Building, or the Property are destroyed or damaged during the last [two] years of the
Term of this Lease, or any extension thereof, Landlord may, at its option,
cancel and terminate this Lease as of the date of occurrence of such damage by
giving written notice to Tenant of its election to do so within thirty (30) days
after the date of occurrence of such damage. Notwithstanding the foregoing, if
Landlord elects to terminate the Lease but the cost to repair such damage does
not exceed [$30,000.00], then
Tenant, within thirty (30) days after receiving Landlord's notice to terminate,
may elect to repair the damage in which case Tenant shall notify Landlord and
shall commence the repair within a reasonable time thereafter and diligently
prosecute the same to completion, in which case the Lease shall continue in full
force and effect.

      


      Section
9.04 CONTINUED OPERATION BY
TENANT

      


      If the
Premises are destroyed or damaged and Landlord repairs or restores them pursuant
to the provisions of this Article IX, Tenant shall continue the operation of its
business in the Premises to the extent reasonably practicable from the
standpoint of prudent business management. There shall be no abatement of any
rent payable hereunder, and Tenant shall have no claim against Landlord for any
damage suffered by Tenant by reason of any damage, destruction, repair or
restoration of the Premises, the Building, or the Property. Landlord shall not
be required to make repairs or replacements to Tenant's leasehold improvements,
fixtures or personal property. Upon completion of such repair or restoration,
Tenant shall promptly refixture the Premises substantially to the condition
prior to the casualty and shall reopen for business if closed by the
casualty.

      


      Section
9.05 DEFINITIONS

      


      (a) For
the purpose of this Article IX, "substantial" damage shall be deemed to be
damage to either (i) the Premises wherein the cost of repair as estimated by
Landlord exceeds 10% of the estimated replacement cost of such Premises, (ii)
the Building wherein the cost of repair as estimated by Landlord exceeds 10% of
the estimated replacement cost of the Building, or (iii) the Property, wherein
the cost of repair as estimated by Landlord exceeds 10% of the estimated
replacement cost of the Property.

      


      
        
          
          

        

        
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      (b) The
determination in good faith by Landlord of the estimated cost of repair of any
damage or of the estimated replacement cost of any damaged improvements shall be
conclusive for the purpose of this Article IX

      


      ARTICLE
X - ASSIGNMENT AND SUBLETTING

      


      Section
10.01 LANDLORD'S
RIGHTS

      


      (a)   Tenant
shall not, either voluntarily or by operation of law, assign, sell, encumber,
pledge or otherwise transfer all or any part of Tenant's leasehold estate
hereunder, or permit the Premises to be occupied by anyone other than Tenant or
Tenant's employees, or sublet the Premises or any portion thereof, without
Landlord's prior written consent in each instance. Landlord's consent shall not
be unreasonably withheld, except that Landlord shall have the right to
disapprove any subdivision of the Premises into separate units.

      


      (b)  Each
of the following conditions shall apply to any proposed assignment or sublease:
(i) the occupancy resulting therefrom shall not violate any rights theretofore
given to any other tenant of the Property; (ii) substantially the same or higher
quality, financial soundness and business experience of ownership and management
shall be maintained and furnished in a manner compatible with the high standards
contemplated by this Lease; (iii) each and every covenant, condition or
obligation imposed upon Tenant by this Lease and each and every right, remedy or
benefit afforded Landlord by this Lease, shall not be impaired or diminished;
(iv) Tenant shall assign and pay to Landlord 50% of all subrent paid by the
sublessees which are in excess of the sum of Monthly Base Rent and Monthly
Estimated Charges (measured on a per Rentable Square Foot basis) provided to be
paid by Tenant hereunder; (v) the form and content of the documentation
evidencing such assignment or sublease is subject to Landlord's approval; and
(vi) such assignment or sublease shall be executed and a copy fully executed and
delivered to Landlord promptly after Landlord has given its consent to
same.

      


       (c)  Landlord
may collect rent from the assignee, subtenant, occupant or other transferee, and
apply the amount so collected, first to the Monthly Base Rent and Monthly
Estimated Charges due, then to any other Rental due and refund the balance (if
any) to Tenant, but no such assignment, subletting, occupancy, transfer or
collection shall be deemed a waiver of Landlord's rights under this Section
10.01 or the acceptance of the proposed assignee, subtenant, occupant or
transferee, or a release of Tenant from the further performance of the covenants
obligating Tenant under this Lease.

      


       (d)  Tenant
shall not be in default under this Lease as of the effective date of the
assignment or sublease.

      


       (e)   Consent
by Landlord to one or more assignments of this Lease or to one or more
sublettings of the Premises shall not be deemed to be a consent to any
subsequent assignment or subletting.

      


       (f)    Any
assignment or subletting without Landlord's consent shall be void and shall, at
the option of Landlord, constitute a default under the terms of this
Lease.

      


      (g)    The
voluntary or other surrender of this Lease by Tenant or a mutual cancellation
hereof shall not work a merger, and shall, at the option of Landlord, terminate
all or any existing subleases or subtenancies or shall operate as an assignment
to Landlord of such subleases or subtenancies.

      


      
        
          
          

        

        
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      (h)    If
Tenant is a corporation which, under the then-current guidelines, is not deemed
a public corporation, or is an unincorporated association or partnership, the
transfer, assignment or hypothecation of any stock or interest in such
corporation, association or partnership in the aggregate in excess of 25% shall
be deemed an assignment within the meaning and provisions of this
Article.

      


      (i)     Notwithstanding
anything to the contrary contained in this Lease, without being released of any
liability and performance under the Lease, and without being subject to any
assignment or subletting profit splitting, Tenant shall have the right, during
the Lease Term, to sublease or assign all or any portion of the Premises, upon
written notice to Landlord, to any one of the following entities provided such
entity meets Landlord’s credit standards: (i) a subsidiary, affiliate or parent
of Tenant or any other entity which controls, is controlledby, or is under
common control with Tenant; (ii) a successor entity to Tenant resulting from
merger, consolidation, or non-bankruptcy reorganization; or (iii) a purchaser of
all or substantially all of Tenant’s stock or assets.

      


      (j)     Neither
this Lease nor any interest in this Lease shall be assignable or transferable by
operation of law, and if any proceeding under the Bankruptcy Act, or any
amendment thereto or chapter thereunder, be commenced by or against Tenant (or
should Tenant be a partnership or consist of more than one person, then any
partner or such person) or if Tenant be adjudged insolvent, or make an
assignment for the benefit of creditors, or if a writ of attachment or execution
be levied on the leasehold estate created by this Lease, or if a receiver is
appointed in any proceeding or action to which Tenant is a party, with authority
to take possession or control of the Premises or the business conducted on the
Premises by Tenant, this Lease, at the option of Landlord, shall immediately
terminate and shall not be treated as an asset of Tenant after the exercise of
Landlord's option, and Tenant shall have no further rights under this Lease, and
Landlord shall have the right, after the exercise of its option, to terminate
the Lease as provided in this Section 10.01, and to forthwith re-enter and
repossess itself of the Premises.

      


      (k)    Tenant
agrees to indemnify, defend, protect and hold harmless Landlord with respect to
all costs, claims (including attorney's fees expended by Landlord in connection
with any such claim) and liability for compensation claimed by any broker or
agent employed by Tenant in connection with any assignment, subletting or other
transfer of Tenant's interest under the Lease.

      


      Section
10.02 NO RELEASE OF
TENANT

      


      No
subletting or assignment, even with the consent of Landlord, shall relieve
Tenant of its obligation to pay the Rental and to perform all of the other
obligations to be performed by Tenant hereunder. The acceptance of rent by
Landlord from any person shall not be deemed to be a waiver by Landlord of any
provision of this Lease or to be a consent to any assignment or
subletting.

      


      ARTICLE
XI - EMINENT DOMAIN

      


      Section
11.01 ENTIRE OR SUBSTANTIAL
TAKING

      


      If more
than 20% of the Building or more than 20% of the balance of the Property shall
be taken under the power of eminent domain, this Lease shall terminate as of the
date on which the condemning authority takes possession.

      


      Section
11.02 PARTIAL
TAKING

      


      If any
taking under the power of eminent domain does not result in a termination of
this Lease pursuant to Section 11.01, Landlord, at its option, may terminate
this Lease as of the date on which the condemning authority takes possession. If
Landlord shall not so terminate this Lease, then the monthly base rent and all
Rental amounts due under this Lease payable hereunder shall be reduced,
effective as of the date on which the condemning authority takes possession, in
the same proportion which the rentable floor area of the portion of the Premises
taken bears to the rentable floor area of the entire Premises prior to the
taking. Landlord shall promptly restore the portion of the Premises not so taken
to as near its former condition as is reasonably possible, and this Lease shall
continue in full force and effect.

      


      
        
          
          

        

        
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      Section
11.03 AWARDS

      


      Any award
for taking of all or any part of the Premises under the power of eminent domain
shall be the property of Landlord, whether such award shall be made as
compensation for diminution in value of the leasehold or for taking of the fee.
Nothing contained herein, however, shall be deemed to preclude Tenant from
obtaining, or to give Landlord any interest in, any award to Tenant for loss of
or damage to Tenant's trade fixtures and removable personal property, or
preclude Tenant from prosecuting a claim against the taking authority for an
amount separately designated for Tenant’s relocation expenses or the
interruption of or damage to Tenant’s business.

      


      Section
11.04 SALE UNDER THREAT OF
CONDEMNATION

      


      A sale by
Landlord to an authority having the power of eminent domain, either under threat
of condemnation or while condemnation proceedings are pending, shall be deemed a
taking under the power of eminent domain for all purposes under this Article
XI.

      


      ARTICLE
XII – CONDUCT OF BUSINESS BY TENANT

      


      Section
12.01 USE OF
PREMISES

      


      Tenant is
granted the non-exclusive right to use the Premises solely for the purposes
specified in the Lease Summary Provisions and for no other
purposes  without the prior written consent of Landlord. Tenant shall
devote the entire Premises to such use.   Tenant shall have the
right to change the name under which it operates by giving written notice to
Landlord.

      


      Section
12.02 RESTRICTIONS ON
USE

      


      Tenant
shall comply promptly with all applicable statutes, ordinances, rules,
regulations, restrictions, orders and requirements relating to the use of the
Premises. Tenant shall not use or permit the use of the Premises in any manner
that will tend to create a nuisance or tend to disturb other tenants or
occupants of the Property or tend to injure the reputation of the Property.
Tenant shall not sell, exhibit or display any immoral or pornographic materials,
goods or services in or on the Premises. Landlord shall, in its sole discretion,
determine whether such materials, goods or services are immoral or pornographic
in nature.

      


      Landlord
may, without liability therefore or notice to Tenant, remove any item placed,
constructed or maintained by Tenant upon or outside of any roof, wall or window
of the Premises or the Property, or in the hallways or Common Areas of the
Property, unless such item has been previously consented to in writing by
Landlord.

      


      Tenant
shall comply at all times with any Rules and Regulations and such amendments and
modifications thereof and additions thereto as Landlord may from time to time
reasonably adopt for the safety, care and cleanliness of the Property or the
preservation of good order therein. Landlord shall not be liable to Tenant for
the failure of any tenant or other person to comply with such Rules and
Regulations, provided Landlord takes reasonable action to compel such tenant or
person to comply upon Landlord gaining knowledge of such
noncompliance.

      


      
        
          
          

        

        
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      Tenant
shall not use the Premises or any part thereof for any purpose or occupancy
which will exceed the parking requirement beyond City parking ratio for general
office use or increase the existing rate of insurance upon the Premises or the
Property or cause the cancellation of any insurance policy covering the Premises
or the Property, nor shall Tenant keep or permit to be kept or used in or about
the Premises any article which may be prohibited by standard fire insurance
policies.  Failure by Tenant to comply with any of these provisions
shall constitute a Tenant default as stipulated in Section 13.01 of the
Lease.

      


      Section
12.03 HAZARDOUS
MATERIALS

      


      (a)
Tenant shall at all times and in all respects comply with all federal, state and
local laws, ordinances, licenses, permits, rules and regulations, relating to
industrial hygiene, environmental protection or the use, analysis, generation,
manufacture, storage, disposal or transportation of any hazardous, toxic,
contaminated, polluting or regulated or monitored materials, substances or
wastes (collectively, "Hazardous Materials").

      


      Tenant
shall not use, generate, store, transport, handle or dispose of any Hazardous
Materials in or about the Property, except any general supplies typically used
in the ordinary course of the business permitted under the use provision of this
Lease, such as copier toner, liquid paper, glue, ink, and cleaning solvents, for
use and storage in the manner for which they were designed, in such amounts as
may be normal for the business operations conducted by Tenant on the Property
and in accordance with all laws, ordinances, licenses, permits, rules and
regulations.

      


      (b)
Tenant shall, at its own expense, cause any and all Hazardous Materials it
causes to be in, on, under or about the Premises to be removed from the Premises
and transported solely by duly licensed haulers to duly licensed facilities for
final disposal of such materials and wastes. Tenant shall in all respects
handle, treat, deal with and manage any and all Hazardous Materials, in, on,
under or about the Premises in total conformity with all applicable Hazardous
Materials laws and prudent industry practices regarding management of such
Hazardous Materials. Upon expiration or earlier termination of the term of this
Lease, Tenant shall cause all Hazardous Materials to be removed from the
Premises and transported for use, storage or disposal in accordance and
compliance with all applicable Hazardous Materials laws.

      


      (c)
Tenant shall immediately notify Landlord in writing of. (i) any enforcement,
cleanup, removal or other governmental or regulatory action instituted,
completed or threatened pursuant to any Hazardous Materials laws; (ii) any claim
made or threatened by any person against Tenant, the Premises or the Property
relating to damage, contribution, cost recovery compensation, loss or injury
resulting from or claimed to result from any Hazardous Materials; and (iii) any
reports made to any environmental agency arising out of or in connection with
any Hazardous Materials in or removed from the Premises or the Property,
including any complaints, notices, warnings or asserted violations in connection
therewith. Tenant shall also supply to Landlord within five business days, after
Tenant first receives or sends same, copies of all claims, reports, complaints,
notices, warnings, or asserted violations, relating in any way to the Premises,
the Property or Tenant's use thereof. Tenant shall promptly deliver to Landlord
copies of hazardous waste manifests reflecting the legal and proper disposal of
all Hazardous Materials removed from the Premises.

      


      (d)
Tenant shall indemnify, defend, protect, and hold Landlord, free and harmless
from and against any and all claims, liabilities, penalties, forfeitures, losses
or expenses (including attorney's fees), or death of or injury to any person or
damage to any property whatsoever, arising from or caused in whole or in part,
directly or indirectly, by: (i) the presence in, on, under or about the Premises
or the Property, of any Hazardous Materials brought or caused or permitted to be
brought by Tenant onto or into the Premises or the Property; (ii) Tenant's use,
storage, transportation, disposal, release, threatened release, discharge or
generation of Hazardous Materials to, in, on, under, about or from the Premises
or the Property; or (iii) Tenant's failure to comply with any Hazardous
Materials law. Tenant's obligations under this Section 12.03 shall survive the
expiration or earlier termination of the term of this Lease. For purposes of the
indemnity provisions of this Section 12.03 (d), any acts or omissions of Tenant,
or by employees, agents, subtenants, assignees, contractors of tenant, or others
acting for or on behalf of Tenant (whether or not they are negligent,
intentional, willful or unlawful) shall be strictly attributable to
Tenant.

      


      
        
          
          

        

        
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      (e) Other
tenants of the Property may be using, handling or storing certain Hazardous
Materials in connection with such tenants' use of their premises. The failure of
another tenant to comply with applicable laws and procedures could result in a
release of Hazardous Materials and contamination to improvements within the
Property or the soil and ground water thereunder. In the event of such release,
the tenant which is responsible for the release, and not Landlord, shall be
solely responsible for any claim, damage or expense incurred by Tenant by reason
of such contamination. Tenant waives any right it may have under California
Civil Code Section 1542 to later assert that the foregoing release does not
cover unknown claims.

      


      (f)
Landlord shall have the absolute right to disapprove any proposed sublease or
Lease assignment, if, in Landlord's determination, the proposed assignee's or
sublessee's activities in or about the Property may involve the use, generation,
storage, transportation, handling or disposing of Hazardous
Materials.

      


      (g) The
obligations of Tenant under this Section 12.03 shall survive the expiration or
earlier termination of the Lease without any limitation, and shall constitute
obligations that are independent and severable from Tenant's covenants and
obligations to pay Rental under the Lease.

      


      Section
12.04 ADA

      


      Landlord
represents that, as of the Rent Commencement Date, it has not received any
notices requiring alterations to the Premises or the Building to comply with the
Americans with Disabilities Act (“ADA”) regulations.  Landlord and
Tenant hereby agree to allocate and be responsible for duties and liabilities
under the Americans With Disabilities Act, as amended from time to time ("ADA")
with respect to the Premises and the Property as set forth in this Section
12.04. All quoted terms shall have the meaning set forth in the ADA. Tenant
shall immediately notify Landlord at such time as Tenant is or becomes a "public
accommodator" with respect to the Premises ("Notice"). Upon receipt of Notice,
Landlord shall comply with Subchapter III of the ADA with respect to providing
access to, but not within: (i) the Premises to the extent such compliance is
"readily achievable" and except for Major Accommodations (defined below); and
(ii) within the Common Areas of the Property. Tenant shall comply with all other
obligations and aspects of the ADA, including without limitation: (i) the
interior of the Premises, (ii) the exterior of the Premises as a result of
changes from Tenant's initial use of the Premises, (iii) all provisions of the
ADA not relating to the facilities of public accommodation, including without
limitation, ADA Subchapters I and 11 and (iv) any improvements or alterations
costing in the aggregate in excess of $10,000 ("Major Accommodation"). Landlord
and Tenant each indemnifies, defends, protects and holds harmless the other
party and its owners, agents, employees and affiliates from any cost, loss or
liability arising out of a breach of the indemnitor's obligations in this
Section 12.04. All costs incurred by Landlord hereunder shall constitute
Operating Expenses, as defined in Section 4.01.

      


      Within
ten (10) days after receipt Tenant shall advise Landlord in writing, and provide
copies of: (i) any notices alleging violation of the ADA; (ii) any claims made
or threatened in writing regarding noncompliance with the ADA, or (iii) any
governmental or regulatory actions or investigations instituted or threatened
regarding noncompliance with the ADA and relating to any portion of the Premises
or the Property

       

      
        
          
          

        

        
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      ARTICLE
XIII - DEFAULTS AND REMEDIES

      


      Section
13.01 DEFAULTS

      


      The
occurrence of any one or more of the following events shall constitute a default
hereunder by Tenant:

      


      (a)     The
vacation or abandonment of the Premises by Tenant and nonpayment of rent
obligations by Tenant.

      


      (b)     The
failure by Tenant to make any payment of Rental required to be made by Tenant
hereunder, as and when due, except that Tenant shall be entitlted to one (1)
written notice of delinquency per calendar year, and the failure by Tenant to
pay Rental within ten (10) days after Tenant’s actual receipt of such written
notice shall constitute a default.

      


      (c)      The
failure by Tenant to observe or perform any of the other covenants or conditions
of this Lease to be observed or performed by Tenant.

      


      (d) (i)
The making by Tenant of any assignment or arrangement for the benefit of
creditors; (ii) the filing by or against Tenant of a petition to have Tenant
adjudged a bankrupt or a petition for reorganization or arrangement under any
law relating to bankruptcy; (iii) the appointment of a trustee or receiver to
take possession of substantially all of Tenant's assets located at the Premises
or of Tenant's interest in this Lease; or (iv) the attachment, execution or
other judicial seizure of substantially all of Tenant's assets located at the
Premises or of Tenant's interest in this Lease.

      


      (e)     Any
attempted or involuntary transfer of Tenant's interest in this Lease without
Landlord's prior written consent, as set forth more specifically in Section
10.01 of this Lease.

      


      (f)      The
discovery by Landlord that any warranty, representation or financial statement
given to Landlord by Tenant, any assignee, subtenant or successor in interest of
Tenant, or any guarantor of Tenant's obligations hereunder, was materially
false.

       

      (g)    
The violation by Tenant of its restrictions as to use of the Premises, as set
forth in Article XII of this Lease.

      


      Notwithstanding
the above, Tenant shall be entitled to cure a monetary default within ten (10)
calendar days and a nonmonetary default within thirty (30) days after written
notice of such default from Landlord ("Default Notice"). The thirty (30) day
cure period for nonmonetary defaults can be extended if the cure cannot
reasonably be accomplished  within that time frame, and Tenant has
commenced work to effect the cure and is diligently pursuing it to its
completion.  Delivery of notice pursuant to Section 1161 or successor
sections of the California Code of Civil Procedure ("UD Notice") shall also
constitute a Default Notice. If the above cure period exceeds that required by
Section 1161 or successor sections of the California Code of Civil Procedure,
then the cure period under Section 1161 or successor sections of the California
Code of Civil Procedure shall be deemed to expire as of the end of such cure
period.  Notwithstanding any provisions of this Lease to the contrary,
UD Notices or similar demand notices may be delivered in any manner consistent
with the California Code of Civil Procedure.

      


      Section
13.02 REMEDIES

      


      (a)         In
the event of any default by Tenant as defined herein, Landlord may exercise the
following remedies:

      


      
        
          
          

        

        
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      (i)           Landlord
may continue this Lease in full force and not terminate Tenant's right to
possession or such other rights as are provided for in this Lease or are
permitted by law.

      


      (ii)           Landlord
may terminate this Lease by express written notice to Tenant of its election to
do so. In the event of such termination, or a termination by operation of law,
Landlord shall be entitled to recover from Tenant:

      


      (1)           the
worth at the time of the award of the unpaid rental which has accrued prior to
the date of termination; and

      


      (2)           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; and

       

      (3)           the
worth at the time of award of the amount by which the unpaid rent for the
balance of the term after the time of award exceeds the amount of such rental
loss that Tenant proves could be reasonably avoided (and the parties expressly
acknowledge that this provision is intended to comply with California Civil Code
Section 1951.2(c)(1)); and

      


      (4)           such
expenses as Landlord may incur in recovering possession of the Premises, placing
the same in good order and condition and altering or repairing the same for
reletting, all other expenses, commissions and charges incurred by Landlord in
exercising any remedy provided herein or as a result of any default by Tenant
hereunder, and any other amount necessary to compensate Landlord for all the
detriment proximately caused by Tenant's failure to perform Tenant's obligations
under the Lease or which in the ordinary course of things would be likely to
result therefrom.

      


      Landlord
and Tenant expressly acknowledge that as used in this Article XIII, the terms
"rent" and "rental" mean "Rental" as defined in Section 3.03(a). The "worth at
the time of award" of the amounts referred to in subsections (1) and (2) is
computed by allowing interest at the lower of 7% per annum or the highest rate
allowed by law. The worth at the time of award of the amount referred to in
subsection (3) is computed by discounting such amount at the discount rate of
the Federal Reserve Bank of San Francisco at the time of award plus 1 per
cent.

      


      (iii)
Landlord has the remedy described in California Civil Code Section 1951.4
(Landlord may continue the Lease in effect after Tenant's breach and abandonment
and recover rent as it becomes due) and Tenant expressly agrees and acknowledges
that any and all limitations in this Lease to Tenant's sublease and assignment
rights are reasonable.

      


      (iv)
Landlord may exercise any other remedy or right now or hereafter available to a
landlord against a defaulting tenant under the laws of the governing
jurisdiction and not otherwise specifically reserved herein, including
self-help, if and as permitted under State law.

      


      (b) Landlord
shall be under no obligation to observe or perform any covenant of this Lease on
its part to be observed or performed which accrues after the date of any default
by Tenant hereunder.

      


      (c) In
any action of unlawful detainer commenced by Landlord against Tenant by reason
of any default hereunder, the fair rental value of the Premises for the period
of the unlawful detainer shall be deemed to be the greater of (i) the amount of
monthly minimum rent, or (ii) the fair rental value, plus (iii) additional rent
and other charges reserved in this Lease for such period or the comparable
period of the preceding year.

      


      
        
          
          

        

        
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      (d)
Tenant hereby waives any right of redemption or relief from forfeiture under the
law of the governing jurisdiction, or under any other present or future law, if
Tenant is evicted or Landlord takes possession of the Premises by reason of any
default by Tenant hereunder.

      


      (e) The
various rights and remedies reserved to Landlord herein, including those not
specifically described herein, shall be cumulative, and, except as otherwise
provided by statutory law in force and effect at the time of the execution
hereof, Landlord may pursue any or all of such rights and remedies, whether at
the same time or otherwise.

      


      (f) One
or more waivers by Landlord of any breach or default shall not be a waiver of
any other breach or default of the same or any other provision. 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 similar act by Tenant.

      


      (g) The
receipt by Landlord of any rent or payment with or without knowledge of the
breach of any other provision hereof shall not be deemed a waiver of any such
breach; provided, however, the receipt and acceptance by Landlord of any
delinquent rent and/or other sum which may be due hereunder shall constitute a
waiver of said breach of timely payment for the item for which the payment
involved was applied (but not as to any other breach), and no waiver by Landlord
of any sum due hereunder or any provision hereof shall be deemed to have been
made unless expressed in writing and signed by Landlord.

      


      (h) No
delay or omission in the exercise of any right or remedy accruing to Landlord
upon any breach by Tenant under this Lease shall impair such right or remedy or
be construed as a waiver of any such breach theretofore or thereafter
occurring.

      


       (i)
In any action commenced by Landlord against Tenant by reason of any default
hereunder, each and every person and/or entity executing this Lease as Tenant,
appoints as their agent each and any other person and/or entity executing this
Lease, for purposes of service of process of any complaint or other moving or
responding paper, provided that such person is employed by Tenant at the time of
service of process upon Tenant.

      


      Section
13.03 DETERMINATION OF
RENT

      


      For the
purposes of this Article XIII, the rent due for any calendar month after
re-entry by Landlord shall be deemed to be the contract Monthly Base Rent and
Estimated Charges and any other Rental, which shall have been payable pursuant
to this Lease for the 12-month period immediately prior to such re-entry or for
such shorter period of time as this Lease shall have been in
effect.

      


      Section
13.04 DEFAULT BY
LANDLORD

      


      (a)
Landlord shall not be deemed to be in default in the performance of any
obligation required to be performed by it hereunder unless and until it has
failed to perform such obligation within thirty (30) days after written notice
by Tenant to Landlord specifying wherein Landlord has failed to perform such
obligation; provided, however, that if the nature of Landlord's obligation is
such that more than thirty (30) days are required for its performance, then
Landlord shall not be deemed to be in default if it shall commence such
performance within such 30-day period and thereafter diligently prosecute the
same to completion.

      


      (b)
Tenant acknowledges and agrees that in the event of a Landlord default, Tenant's
sole and exclusive remedy shall be to seek monetary damages. Without limitation,
Tenant expressly waives all other remedies, including without limitation:
specific performance, injunction, any right to terminate the Lease for any
reason whatsoever (including without limitation California Civil Code Sections
1932(2), 1933(4) and 1941 or any other current or future law),
any statutory, legal or equitable self help remedy (including without limitation
California Civil Code Section 1942 or any other current or future law). Further,
except for an early termination pursuant to Section 11.01, Tenant waives any and
all rights to terminate this Lease prior to the end of the term for any reason
whatsoever, including without limitation),the damage or destruction of any or
all of the Premises.

      


      
        
          
          

        

        
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      Section
13.05 EXPENSE OF
LITIGATION

      


      If either
party incurs any expense, including reasonable attorney's fees, in connection
with any action or proceeding, including declaratory relief, instituted by
either party by reason of any default or alleged default of the other party
hereunder, the party prevailing in such action or proceeding shall be entitled
to recover its reasonable expenses from the other party.

      


      If any
party files for protection under, or voluntarily or involuntarily becomes
subject to, any chapter of the United States Bankruptcy Code or similar state
insolvency laws, any other party shall be entitled to any and all reasonable
attorneys' fees, accountants' fees, expert witness fees, and any and all other
similar fees, costs and expenses incurred to protect such party's interest and
other rights under this Lease whether or not such action results in a
discharge.

      


      ARTICLE
XIV - COMMON AREAS

      


      Section
14.01 DEFINITION

      


      All areas
within the exterior boundaries of the Property which are neither (i) areas
occupied by buildings, nor (ii) areas designated by Landlord for the exclusive
use of a particular tenant or tenants, shall be deemed "Common Areas." Landlord
may make changes at any time and from time to time in the size, shape, location,
number or extent of the Common Areas.

      


      Section
14.02 USE OF COMMON
AREAS

      


      Tenant
and its employees and invitees shall be entitled to the non-exclusive use of the
Common Areas during the Lease term, in common with Landlord and with other
tenants and persons authorized by Landlord from time to time to use such areas,
subject to such reasonable Rules and Regulations relating to such use as
Landlord may from time to time establish.

      


      Section
14.03 CONTROL BY
LANDLORD

      


      (a)
Landlord directly or by contract shall operate, manage, equip, light, repair,
replace, clean and maintain the Common Areas in such manner as Landlord may in
its sole discretion determine to be appropriate. Landlord may temporarily close
any portions of the Common Areas for repairs or alterations, to prevent a
dedication thereof or the accrual of prescriptive rights therein, or for any
other reason deemed sufficient by Landlord.

      


      (b)
Landlord shall at all times during the term of this Lease have the sole and
exclusive control of the automobile parking areas, driveways, entrances and
exits, and the sidewalks and pedestrian passageways and other Common Areas, and
may at any time and from time to time during the term hereof restrain any use or
occupancy thereof except as authorized by the rules and regulations for the use
of such areas established by Landlord from time to time. The rights of Tenant in
and to the Common Areas shall at all times be subject to the rights of Landlord,
the other tenants of Landlord and other owners of portions of the Property to
use the same in common with Tenant, and Tenant shall keep said areas free and
clear of obstructions created or permitted by Tenant or resulting from Tenant's
operation. If in the opinion of Landlord, unauthorized persons are using any of
said areas by reason of the presence of Tenant in the Property, Tenant, upon
demand of Landlord, shall restrain such unauthorized use by appropriate
proceedings. Nothing herein shall affect the right of Landlord at any time to
remove any such unauthorized person from the Common Areas or to prohibit the use
of any said areas by unauthorized persons.

      


      
        
          
          

        

        
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      (c)
Tenant shall have no right to approve the development or redevelopment of the
Property nor the location of other tenants in the Property. Tenant acknowledges
that Landlord may not now or in the future own the entire property consisting of
the Property and Tenant agrees to waive any violation or breach of this Lease
occurring by virtue of any act or omission to act with respect to property not
owned by Landlord. In the event of any such violation or breach, Tenant agrees
that it shall not attempt to cancel this Lease, reduce or abate its Rental or
pursue any other potential remedy against Landlord.

      


      Section
14.04 COMMON AREA
EXPENSES

      


      Tenant
shall pay to Landlord, as part of Operating Expenses as provided in Article IV,
Tenant's proportionate share of all costs and expenses incurred by Landlord in
excess of Base Year costs as provided in the Lease Summary Provisions in the
operation, maintenance, replacement and repair of the Common Areas during the
term of this Lease.

      


      ARTICLE
XV – ENVIRONMENTAL PROTECTION EXPENSES

      


      If, at
any time during the term of this Lease, a law, regulation, or rule is adopted by
any governmental authority requiring that monitoring equipment measuring air,
soil or groundwater quality be installed in the Property, Tenant shall pay to
Landlord upon demand, its pro-rata share of the cost, maintenance and operating
expense of such equipment, determined in the same manner as is provided in
Section 4.03 of this Lease. Additionally, if in the same manner there is
similarly required extraordinary waste disposal facilities or equipment or
modifications to existing waste treatment facilities and equipment of the
Property, Tenant shall pay to Landlord upon demand its pro rata share of the
cost, maintenance, and operating expense thereof calculated in accordance with
Section 4.03 of this Lease as hereinabove set forth. Tenant shall extend to
Landlord reasonable rights of entry to the Premises for purposes of testing air,
soil or groundwater quality as may be required. Tenant acknowledges that
Landlord may be required from time to time by governmental authority to reduce
the energy consumption of the Property, to modify or restrict the hours of
operation of Tenant's business, to limit access to the Property or to reduce the
number of parking spaces available for Tenant's customers and other limiting
actions, all of which actions shall be binding on Tenant if enacted or enforced
by Landlord in accordance with the requirements of a governmental authority. No
such action on the part of the Landlord shall be deemed to be a breach by
Landlord of its obligations under this Lease. This section shall not in any way
limit any right given Landlord under any other section of this
Lease.

      


      ARTICLE
XVI – SIGNS AND LIGHTING

      


      Section
16.01 SIGNAGE,
LIGHTING

      


      Tenant
shall not, without Landlord's prior written consent, (a) install or affix any
signs, exterior lighting or plumbing fixtures, shades, awnings or exterior
decorations (including exterior painting); (b) solicit business in the Common
Areas; or (c) distribute any handbills or other advertising matter in the Common
Areas.

      


      
        
          
          

        

        
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      ARTICLE
XVII - MISCELLANEOUS

      


      Section
17.01 ESTOPPEL
CERTIFICATE

      


      (a)
Tenant shall, from time to time, and within ten (10) days after receipt of
written notice from Landlord, execute, acknowledge and deliver to Landlord a
statement in writing in a form provided by Landlord (i) certifying that this
Lease is unmodified and in full force and effect (or, if modified, stating the
nature of such modification and certifying that this Lease, as so modified, is
in full force and effect) and the dates to which the monthly base rent and
additional rent charges are paid in advance, if any, (ii) verifying the
commencement and termination dates of this Lease, (iii) acknowledging that there
are not, to the best of Tenant's knowledge, any uncured defaults on the part of
Landlord hereunder, or specifying such defaults, if any, as are claimed, and
(iv) that Tenant has paid to Landlord the security deposit set forth in this
Lease. (Amy) statement made may be relied upon by any prospective purchaser or
encumbrancer of all or any portion of the Property.

      


      (b)
Tenant's failure to deliver such statement within such time period shall be
conclusive upon Tenant (i) that this Lease is in full force and effect, without
modification except as may be represented by Landlord, and that not more than
one month's monthly base rent has been paid in advance, (ii) that the
commencement and termination dates of this Lease are as represented by Landlord,
(iii) that there are no uncured defaults in Landlord's performance, and (iv)
that Tenant has paid to Landlord the security deposit set forth in this
Lease.

      


      Section
17.02 FINANCIAL
STATEMENTS

      


      Tenant
has submitted its current financial statement and application, and Tenant
certifies the same to be true and correct in all material respects. Tenant
shall, at such times as are requested by Landlord, promptly submit to Landlord a
current financial statement.

      


      Section
17.03 LANDLORD'S RIGHT OF
ACCESS

      


      (a)   Provided
it does not materially interfere with Tenant’s use of the Premises or the
operation of Tenant’s business, Landlord and its agents shall at any and all
times have the right to enter the Premises to inspect the same, to determine
whether Tenant is complying with its obligations hereunder, to supply janitorial
service and any other service to be provided by Landlord to Tenant hereunder, to
post notices of non-responsibility, to exhibit the Premises to prospective
purchasers, lenders or ground lessorss of the Property, or to prospective
lessees of the Premises, and to alter, improve or repair the Premises and any
portion of Building or the Property, without abatement of rent, and may (in
connection with any such work) erect scaffolding and other necessary structures
where reasonably required by the character of the work to be
performed.  Tenant hereby waives any claim for damages for any
nonmaterial injury to, inconvenience to, or interference with Tenant's business,
any loss of occupancy or quiet enjoyment of the Premises, and any other loss
occasioned thereby.  For each of the aforesaid purposes, Landlord
shall at all times have and retain a key with which to unlock all of the doors
in, upon and about the Premises, excluding Tenant's vaults and safes, and
Landlord shall have the right to use any and all means which Landlord may deem
proper to open said doors in an emergency, in order to obtain entry to the
Premises and/or otherwise, and such entry shall not under any circumstances be
construed as a forcible or unlawful entry into, or a detainer of, the Premises,
or an actual or constructive eviction of Tenant from the Premises or any portion
thereof, or grounds for any abatement or reduction of rent.

      


       (b)  If
Landlord and Tenant have not executed a new lease prior to three months before
the termination of the term hereof, and any extension thereto, Landlord shall be
permitted to enter the Premises for the purpose of showing the Premises to
prospective new tenants.

      


      
        
          
          

        

        
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      Section
17.04 HOLDING
OVER

      


      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, and
notwithstanding that Landlord may accept monthly base rent or additional rent
from Tenant, such occupancy shall not be deemed a renewal or extension of this
Lease for any term whatsoever or for a month to month tenancy. In such case,
Tenant shall become a tenant at sufference. To the extent Tenant occupies the
Premises beyond the term of this Lease, Tenant agrees to pay Landlord as rent
per day a sum equal to 150% of the monthly base rent per day applicable to the
last month of the term hereof, adjusted as provided for herein, together with
all other charges payable hereunder, and to otherwise abide by all the terms,
covenants and conditions of this Lease applicable to such occupancy. Nothing
contained in this Section 17.04 shall be construed as consent to such occupancy.
If Tenant fails to surrender the Premises upon the termination of this Lease,
Tenant shall indemnify, defend, protect and hold harmless Landlord from loss or
liability resulting from such failure, including, without limiting the
generality of the foregoing, any claims made by the succeeding tenant arising
out of such failure to surrender the Premises.

      


      Section
17.05 RELOCATION OF
PREMISES

      


      If the
Premises, or if the Premises consist of separate units, then each unit that
contains an area of 4,000 square feet or less, Tenant agrees that at any time
before or during the term hereof, Landlord shall have the right to relocate the
Premises described herein ("existing Premises") to other space ("new Premises")
within the Property in accordance with the following terms: (a) the size and
decor of the new Premises shall be substantially the same as the size and decor
of the existing Premises unless Landlord and Tenant otherwise agree in writing;
(b) moving costs, and placement of all Tenant’s trade fixtures, equipment,
furniture, furnishings and other personal property belonging to Tenant, and the
cost of installing permanent improvements (as distinguished from trade fixtures,
equipment, furniture, furnishings and other personal property belonging to
Tenant) in the new Premises, so that placement of all Tenant’s
trade fixtures, equipment, furniture, furnishings and other personal property
belonging to Tenant and the permanent improvements therein are substantially the
same or better than those in the existing Premises, shall be borne entirely by
Landlord; (c) monthly rent shall abate in full during the period, if any, that
Tenant is unable to conduct business in either the existing Premises or the new
Premises; (d) indirect costs incurred by Tenant as a result of the relocation,
including cost incurred in changing addresses on stationery, business cards and
advertising shall be reimbursed to Tenant by Landlord in an amount not to exceed
$500 upon presentation to Landlord of paid bills for said incurred indirect
costs; (e) Landlord shall give Tenant at least 60 days prior written notice of
Landlord's intent to relocate Tenant to the new Premises; (f) the payments of
new monthly base rent shall commence on the earlier of ten (10) days after
Landlord has completed the physical relocation and installation of permanent
improvements in the new Premises or the date that Tenant first opens for
business in the new Premises; and (g) Landlord and Tenant shall promptly execute
an amendment to this Lease reciting the relocation of the Premises and any
changes in the rentable floor area of the Premises, the monthly base rent and
additional rent payable hereunder.

      


      Section
17.06 TRANSFER OF LANDLORD'S
INTEREST

      


      In the
event of any transfer of Landlord's interest in the Premises, Landlord shall be
automatically relieved of any and all obligations and liabilities on the part of
Landlord accruing from and after the date of such transfer, provided that the
Landlord’s successor in interest has agreed in writing to assume each and every
obligation of Landlord under the Lease, including those with regard to the
security deposit. At such time Landlord shall transfer the portion of the
security deposit remaining (after any deductions made pursuant to Section 17.09)
to Landlord's successor in interest, and thereafter notify Tenant of such
transfer, of any claims made against the security deposit, and of the
transferee's name and address, after which Landlord shall be relieved of any
further liability with respect to the security deposit.

      


      
        
          
          

        

        
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      Section
17.07 BUILDING AND FLOOR
AREA

      


      As used
in this Lease, “Building” means the building in which the Premises is located.
“Rentable Floor Area” shall be calculated in accordance with BOMA standards, and
any deductions or exclusions from the floor area for the Premises, the Building
or the Property by reason of columns, stairs, elevators, escalators, or other
interior construction or equipment shall be made in accordance with BOMA
standards.

      


      Section
17.08 SEPARABILITY

      


      Any
provision of this Lease which shall prove to be invalid, void or illegal shall
in no way affect, impair or invalidate any other provision hereof, and such
remaining provisions shall remain in full force and effect.

      


      Section
17.09 SECURITY
DEPOSIT

      


      (a)
Tenant has deposited with Landlord the amount specified in the Lease Summary
Provisions, as security for the full and faithful performance of every provision
of this Lease to be performed by Tenant. If Tenant defaults with respect to any
provisions of this Lease, Landlord may use, apply or retain all or any part of
the security deposit for the payment of any rent or other sum in default, or for
the payment of any other amount which Landlord may spend or become obligated to
spend by reason of Tenant's default, or to compensate Landlord for any other
loss or damage which Landlord may suffer by reason of Tenant's default
including, without limitation, Tenant's failure to comply with its obligation
pursuant to Section 17.28 herein. If any portion of said security deposit is so
used or applied, Tenant shall, within five days after written demand therefore,
deposit cash or letter of credit with Landlord in an amount sufficient to
restore the security deposit to its original amount plus any adjustment, and
Tenant's failure to do so shall be a material breach of this Lease. Landlord
shall not be required to keep the security deposit separate from its general
funds, and Tenant shall not be entitled to interest on such security deposit. If
Tenant shall fully and faithfully perform every provision of this Lease to be
performed by it, the security deposit or any balance thereof shall be returned
to Tenant (or, at Landlords' option, to the last assignee of Tenant's interest
hereunder) within the period provided in California Civil Code Section 1950.7 or
any future law governing security deposits. Nothing contained in this Section
17.09 shall in any way diminish or be construed as waiving any of Landlord's
other remedies otherwise set forth in this Lease, or by law or
equity.

      


      (b)
Tenant acknowledges that upon termination of the Lease, Tenant remains
responsible for the payment of the following Rentals which may have accrued
since the last payment thereof, but which cannot be determined as of the Lease
termination: real estate taxes, insurance premiums, maintenance, repair and
service charges, utility costs and common area charges ("Accrued Rentals"),
which sums will not have been then determined, liquidated or billed to Tenant;
notwithstanding such fact, all Accrued Rentals shall become due and payable upon
Lease termination. Within fourteen days of Lease termination, Landlord shall
either determine or estimate (which estimate shall be made in Landlord's sole
and absolute discretion) all Accrued Rentals and provide Tenant with a final
accounting thereof. If Tenant fails to pay such determined or estimated amount,
Landlord may deduct such amount from the security deposit.

      


      Section
17.10 LATE
CHARGES

      


      Tenant
hereby acknowledges that late payment by Tenant to Landlord of Rental due
hereunder will cause Landlord to incur costs not contemplated by this Lease, the
exact amount of which will be extremely difficult to ascertain. Such costs
include, but are not limited to, processing and accounting charges, and late
charges which may be imposed upon Landlord by terms of any mortgage or trust
deed covering the Premises. Accordingly, if any Rental due from Tenant shall not
be received by Landlord or Landlord's designee within five days after said
amount is due, then Tenant shall pay to Landlord a late charge equal to 10% of
such overdue amount, plus any attorneys' fees incurred by Landlord by reason of
Tenant's failure to pay rent and/or other charges when due hereunder. The
parties hereby agree that such late charges represent a fair and reasonable
estimate of the cost that Landlord will incur by reason of the late payment by
Tenant. Acceptance of such late charges by Landlord shall in no event constitute
a waiver of Tenant's default with respect to such overdue amount, nor prevent
Landlord from exercising any of the other rights and remedies granted
hereunder.

      


      
        
          
          

        

        
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      Section
17.11 INTEREST

      


      Unless
otherwise specifically provided in this Lease, any sum accruing to Landlord
under the terms and provisions of this Lease which shall not be paid when due
shall bear interest at the lower of 12% per annum or the highest lawful rate
from the date the same becomes due and payable by the terms and provisions of
this Lease until paid by Tenant. The highest lawful rate shall be determined as
of the 25th day of the month preceding the date when such sum becomes
payable.

      


      Section
17.12 TIME OF
ESSENCE

      


      Time is
of the essence with respect to the performance of every provision of this Lease
in which time of performance is a factor.

      


      Section
17.13 HEADINGS

      


      The
article and section captions and the placement of particular provisions under
certain Articles or Sections contained in this Lease are for convenience only
and shall not be considered in the construction or interpretation of any
provision hereof.

      


      Section
17.14 INCORPORATION OF PRIOR
AGREEMENTS, AMENDMENTS

      


      This
Lease contains all of the agreements of the parties hereto with respect to any
matter covered or mentioned in this Lease, and no other agreement or
understanding pertaining to any such matter shall be effective for any purpose.
No provision of this Lease may be amended or added to except by an agreement in
writing signed by the parties hereto or their respective successors in interest,
and this Lease shall not be modified by an oral agreement whether or not
supported by new consideration. Tenant acknowledges that in executing this
Lease, Tenant is not relying on any representations, oral or written, unless
such representations are specifically stated in this Lease.

      


      Section
17.15 NOTICES

      


      Any
notice, demand, request, consent, approval or other communication to be given by
one party to the other shall be given by personal service, Federal Express or
any other similar form of airborne/overnight delivery service, or mailing in the
United States mail, addressed to the parties at their respective addresses as
follows: (i) if to Tenant, at the address specified in the Lease Summary
Provisions or at the Premises, and (ii) if to Landlord, at the address specified
in the Lease Summary Provisions. Any such notice shall be deemed given and
received: (i) if by mail, upon 3 business days after proper
posting in the U.S. mail in California, and (ii) otherwise, upon actual
delivery. Either party may, by written notice to the other, specify a different
address for that stated in the Lease Summary Provisions, but not the address of
the Premises, for notice purposes.

      


      Section
17.16 BROKERS

      


      Tenant
warrants that it has had no dealings with any real estate broker or agent in
connection with the negotiations of this Lease unless specifically stated to the
contrary in the Lease Summary Provisions.

      


      
        
          
          

        

        
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      Section
17.17 WAIVERS

      


      No waiver
by Landlord of any provision of this Lease shall be effective unless in writing
or shall be deemed to be a waiver of any other provision hereof or of any
subsequent breach by Tenant of the same or any other provision. Landlord's
consent to or approval of any act by Tenant requiring Landlord's consent or
approval shall not be deemed to render unnecessary the obtaining of Landlord's
consent to or approval of any subsequent act by Tenant, whether or not similar
to the act so consented to or approved.

      


      Section
17.18 LIENS

      


      Tenant
shall keep the Premises, and the Property in which the Premises are located,
free from any liens arising out of any work performed, materials furnished or
obligations incurred by Tenant. Landlord may require that Tenant provide to
Landlord, at Tenant's sole cost and expense, a lien and completion bond in an
amount equal to one and one half times the estimated cost of any improvements,
additions, or alterations in the Premises which Tenant desires to make, to
insure Landlord against any liability for mechanics' and materialmen's liens and
to insure completion of the work.

      


      Section
17.19 SUBORDINATION

      


      This
Lease shall be and remain subordinate to any ground lease, mortgage, or deed of
trust that may exist or hereafter be placed upon the Property or any part
thereof and to any and all advances to be made thereunder and to the interest
thereon and to all renewals, replacements and extensions thereof. Tenant shall,
upon written demand by Landlord, execute such instruments as may be required at
any time and from time to time to evidence the subordination of the rights and
interest of Tenant under this Lease to the lien of any such ground lease,
mortgage or deed of trust; provided, however, that Tenant shall, if any
proceedings are brought for default under such ground lease or for the
foreclosure of any such mortgage or deed of trust, attorn to the purchaser upon
foreclosure sale or sale under power of sale, or to the ground lessor
terminating Landlord's rights as ground lessee, and shall recognize such
purchaser or ground lessor as Landlord under this Lease provided that such
attornment be conditioned upon the successor in interst assuming each and every
obligation of Landlord under the Lease, and, so long as Tenant is not in default
hereunder, any such event shall not affect Tenant’s right to occupy the premises
nor terminate this Lease.

      


      Section
17.20 SUCCESSORS IN
INTEREST

      


      The
covenants herein contained shall, subject to the provisions as to assignment and
limitation of Landlord liability, apply to and bind the heirs, successors,
executors, administrators and assigns of all the parties hereto, and all the
parties hereto shall be jointly and severally liable hereunder.

      


      Section
17.21 CALIFORNIA
LAW

      


      This
Lease shall be construed and enforced in accordance with the laws of the State
of California.

      


      Section
17.22 ZONING

      


      Tenant
hereby accepts the Premises subject to all applicable zoning, municipal, county
and state laws, ordinances, regulations and any changes thereto, governing and
regulating the use and occupancy of the Premises.

      


      
        
          
          

        

        
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      Section
17.23 DELAYS

      


      Whenever
a period of time is provided in this Lease or in any exhibit or rider hereto for
Landlord to do or perform any act or thing, Landlord shall not be liable or
responsible for nor shall Tenant be excused from performing any obligation
hereunder as a result of any delay due to strikes, lockouts, casualties, acts of
God, or governmental regulations or control, or other causes beyond the
reasonable control of Landlord, and the time for performance specified herein
shall be extended for the amount of time Landlord is so delayed. The provisions
of this Section 17.23 shall not operate to excuse Tenant from the prompt payment
of monthly minimum rent, additional rent or other payments required by the terms
of this Lease.

      


      Section
17.24 LIMITATION OF LANDLORD'S
LIABILITY

      


      Anything
in this Lease to the contrary notwithstanding, Tenant agrees that it shall look
solely to the estate and property of Landlord in the land and buildings
comprising the Property, subject to prior rights of the holder of any ground
lease, mortgage or deed of trust of the Premises, for the collection of any
judgment (or other judicial process) requiring the payment of money by Landlord
in the event of any default or breach by Landlord with respect to any of the
terms, covenants and conditions of this Lease to be observed and/or performed by
Landlord, and no other assets of Landlord shall be subject to levy, execution or
any procedures as a remedy of Tenant.

      


      Section
17.25 TENANT'S
PERFORMANCE

      


      If Tenant
shall fail within any time limits which may be provided herein, or in any
exhibit hereto, to complete any work or perform any of the requirements provided
to be performed by Tenant prior to the Rent Commencement Date, or if Tenant
shall cause a delay in the completion of any work, then Landlord shall have the
option of terminating this Lease by a written notice of termination and upon
forwarding of said notice to Tenant, this Lease shall cease and terminate and
all improvements which Tenant may have annexed to the Premises through the date
of such termination shall become the property of Landlord.

      


      Section
17.26 WAIVER OF TRIAL BY
JURY

      


      To the
extent legally possible, the parties hereto waive their right to trial by jury
in any action arising out of this Lease.

      


      Section
17.27 TENANT’S PROPERTY AND
REPAIR OF PREMISES AT TERMINATION

      


      (a) Upon
the expiration of the term of this Lease, or upon any earlier termination
thereof, Tenant shall deliver to Landlord all keys for the Premises, the
combination of all locks and safes, if any, on the Premises, and surrender the
Premises in the same condition, excepting normal wear and tear, as when
received, broom clean, and provided that Tenant is not in default, Tenant shall
remove, at its own expense, all trade fixtures, equipment, and other personal
property ("Tenant's property") which were installed by Tenant or any subtenant,
concessionaire or licensee, in or on the Premises.   Lighting
fixtures, electrical panels, heat and air conditioning units, wiring and duct
work shall be considered property of Landlord, and not Tenant's, unless
specifically stated otherwise by Landlord in writing.

      


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       (b)
All alterations, improvements, remodeling, additions, or fixtures, other than
trade fixtures not permanently affixed to the Premises, which may be made or
installed in the Premises and which are attached to the floor, wall or ceiling
of the Premises and any floor covering which is cemented or otherwise affixed to
the floor of the Premises, shall likewise be the property of
Landlord.

      


      (c)  On
or before the expiration of this Lease, Tenant shall remove all of Tenant’s
personal property and trade fixtures (“Removal”) and repair, at Tenant’s
expense, any damage caused by such removal (“Repair”).  If this Lease
terminates for any reason prior to its expiration, then Tenant covenants to
complete such Removal and Repair on or before such early termination date or
within 15 days after such early Lease termination.  Commencing upon
Lease expiration or early termination, Tenant shall be deemed to be holding over
pursuant to Lease Section 17.04 until the earlier of: (i) Tenant’s completion of
such Removal and Repair; or (ii) if Tenant delivers the Notice (defined below),
then such period of time (not to exceed 15 days) after receipt of the Notice as
may be reasonably required for Landlord to complete such Removal and
Repair.  Tenant’s election to deliver the Notice shall not waive
Tenant’s obligation to complete such Removal and Repair or to reimburse Landlord
for such Removal and Repair; rather it shall serve merely to limit Tenant’s
deemed holdover period as provided above.  The term “Notice” means
written notice from Tenant to Landlord stating that: (a) Tenant will not
complete such Removal and Repair; (b) Tenant acknowledges that Tenant shall
remain liable to Landlord for the cost of such Removal and Repair; and (c)
Tenant waives any claim to any right, title or interest in the Tenant’s personal
property and trade fixtures not previously Removed, which Landlord shall be
entitled to keep, sell or dispose of as Landlord sees fit.  Nothing
herein shall limit Landlord’s rights pursuant to California law, including
without limitation, Civil Code Sections 1965 et seq., 1980 et seq., and 2080 et seq.

      


      Section
17.28 NO
WARRANTIES

      


      Tenant
acknowledges that neither Landlord nor Landlord's agents or employees have made
any representation or warranty as to the suitability of the Premises for the
conduct of Tenant's business.

      


      Section
17.29 RECORDING

      


      Neither
Tenant nor Landlord shall record this Lease or any memorandum or short form
thereof without the prior written consent of the other party. Promptly following
the expiration or earlier termination of the term of this Lease, if requested by
Landlord, Tenant shall execute, acknowledge and deliver to Landlord a recordable
written instrument releasing and quitclaiming to Landlord all right, tide and
interest in the Premises by reason of this Lease or otherwise.

      


      Section
17.30 AUTHORITY OF
TENANT

      


      If Tenant
is a corporation, each individual executing this Lease on behalf of said
corporation represents and warrants that he or she is duly authorized to execute
and deliver this Lease on behalf of said corporation, in accordance with the
bylaws of said corporation, and that this Lease is binding upon said
corporation. If requested by Landlord, Tenant shall deliver to Landlord a
certified copy of a resolution of the Board of Directors of Tenant, or Tenant's
parent corporation authorizing or ratifying the execution of this
Lease.

      


      If Tenant
executes this Lease as a partnership, each individual executing this Lease on
behalf of said partnership, represents that he or she is a general partner of
said partnership, and that this Lease is binding upon said partnership in
accordance with its terms.

      


      Section
17.31 NO OPTION TO
LEASE

      


      The
submission by Tenant of this Lease to Landlord does not constitute a reservation
of or option to lease the Premises, and this Lease becomes effective only upon
execution by Tenant and Landlord.

      


      
        
          
          

        

        
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      ARTICLE
XVIII - CONDITION OF PREMISES

      


      Except
for any work required of Landlord pursuant to Exhibit "B", Tenant is currently
occupying the Premises and agrees to take and accept the Premises in its present
"AS IS" condition. All tenant improvements, additions and alterations, with
Landlord’s approval, shall be at Tenant's sole cost and expense and Landlord
shall have no responsibilities therefore, except as may be set forth in an
attached Exhibit "B".

      


      Landlord
has made no representations or warranties as to the physical condition of the
Premises or any other matter concerning the Premises. Tenant has inspected the
Premises, is familiar with the condition of the Premises and is not relying upon
any representations or warranties of Landlord.

      


      IN
WITNESS WHEREOF, the parties hereto have executed this Lease as of the dates
indicated below.

      


      
        	
                Landlord: 

              	
                Tenant:

              
	SHP
      Westshore Associates   	PureDepth,
      Inc.
	A
      California limited liability company 	a
      Delaware corporation
	 	 
	By  /s/ Peter Pau 	By 
      /s/ Jonathan
    McCaman
	 	 
	Name 
      Peter Pau 	President 
	              
      Its Managing Member 	          
      Its 
	 	 
	Dated 
      5/23/08 	Dated  
      5/20/08


      

       

       

      
        
          
          

        

        
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      FIRST
ADDENDUM TO FULL SERVICE OFFICE LEASE

      


      This
First Addendum to Full Service Office Lease is dated for identification purposes
May 14, 2008 (“First Addendum”), and is by and between SHP Westshore Associates,
LLC, a California limited liability company (“Landlord”), and Puredepth, Inc., a
Delaware corporation (“Tenant”), for the Premises known as 230 Twin Dolphin
Drive, Suite D, Redwood City, California.

      


      The terms
of this First Addendum shall supplement and amend the provisions of the
above-referenced Full Service Office Lease (“Lease”) to which this First
Addendum is attached, and, to the extent the terms of this First Addendum
conflict with the terms of the Lease, this First Addendum shall supersede the
Lease.  The Lease references or paragraphs set forth below generally
correspond to the related paragraphs in the Lease, but shall not affect or limit
the meaning of the particular First Addendum provision.

      


      SECTION
2.03 OPTION TO RENEW

      


      Tenant
shall have the right, at its option, to extend the term beyond the Original
Lease Term for one (1) two year term (“Option Period”), provided that no
material default under the Lease has occurred and is continuing as of the date
of the exercise of the option or as of the actual commencement date of either
renewal term.  Tenant shall give Landlord written notice of its intent
to exercise the options not less than three (3) months nor more than nine (9)
months before the end of the Original Lease Term. The Landlord shall advise
Tenant of the Fair Market Rent within 30 days of Tenant’s written notice of its
intent to exercise.

      


      Option Period Rent and
Adjustments.     The terms for the “Option
Period” shall be governed by all the provisions of the Lease applicable to the
Original Lease Term, except that the Monthly Base Rent shall be the Fair Market
Rent for comparable space in the Building of which the Premises are a part, or
in comparable buildings in the Redwood City area, as of the commencement of the
Option Period.  In no event, however, shall the Monthly Base Rent at
the commencement of the Option Period be less than the Monthly Base Rent at the
end of the Original Lease Term.

      


      Landlord
shall notify Tenant of the Fair Market Rent for the Option
Period.  Unless Tenant objects in writing to Landlord’s statement of
Fair Market Rent within 15 days after the receipt thereof, the Fair Market Rent
shall be the basis for computing Monthly Base Rent for the Option
Period.  If Landlord and Tenant are unable to reach agreement as to
Fair Market Rent no less than 30 days prior to the expiration of the Original
Lease Term, Tenant may, by written notice to Landlord, terminate this Lease
notwithstanding that Tenant has given notice of its intent to exercise its
option to extend.  Should Tenant not so terminate this Lease, Tenant’s
Monthly Base Rent shall be the Fair Market Rent amount initially proposed by
Landlord.  The Monthly Base Rent during the Option Period shall
increase annually by the Consumer Price Index for All Urban Consumers for the
San Francisco-Oakland-San Jose area, reported for the 12-month period
immediately preceding the day the Fair Market Rent is established.

      


      THIS
OPTION TO RENEW or extend may be exercised only by the original Tenant while
physically occupying the Premises and any consent by Landlord to assignment or
sublease of the Premises shall not be construed as a waiver of this
prohibition.

       

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
A

       

      SITE
PLAN

       

       

      WESTSHORE
OFFICE PARK

      200-250
Twin Dolphin Drive

      Redwood
City, California

       

       

      

       

      
        Landlord's initials  PP

         

        Tenant's Initials  JM

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
A-1

      FLOOR
PLAN

       

      230-D
Twin Dolphin Drive, Redwood
Shores, CA

       

       

      

       

      
        Landlord's initials  PP

         

        Tenant's Initials  JM

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      EXHIBIT
B

      TENANT
IMPROVEMENTS

       

      Omitted
from Lease

      


       

      Landlord's initials  PP

       

      Tenant's Initials  JM

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
C – PARKING

      TO
FULL SERVICE OFFICE LEASE

      DATED:
May 14, 2008

       

      A. General  As
long as this Lease remains in effect and Tenant is not In default hereunder,
Tenant shall have a non-exclusive license to use up to 3.5 parking spaces per
1,000 square feet (7 parking spots total) of rentable space for Tenant's payment
of $0.00 per month which shall be due and payable as additional rent at the same
time as are Tenant's monthly installments of base rent.

       

      Landlord
agrees to maintain or cause to be maintained an automobile parking area and to
maintain and operate, or cause to be maintained and operated, said automobile
parking area during the term of this Lease for the benefit and use of the
customers, service suppliers, other invitees and (except as otherwise provided)
employees of Tenant and of other tenants of the Property. As used herein the
word "tenants" shall Include subtenants. Wherever the words "automobile parking
area" are used in this Lease, it is intended that the same shall include,
whether in a surface parking area or a parking structure, the automobile parking
stalls, driveways, entrances and exits and sidewalks, landscaped areas,
pedestrian passageways in conjunction therewith and other areas designed for
parking. Landlord shall keep said automobile parking area in a neat, clean and
orderly condition, property lighted and landscaped, and shall repair any damage
to the facilities thereof. Nothing contained herein shall be deemed to impose
liability upon Landlord for personal injury or theft, for damage to any motor
vehicle, or for loss of property from within any motor vehicle, which is
suffered by Tenant or any of its employees, customers, service suppliers or
other invitees in connection with their use of said automobile parking area.
Landlord shall also have the right to establish, change, and enforce (against
all users of said automobile parking area) such reasonable rules and regulations
as may be deemed desirable, at Landlord's sole discretion, for the proper and
efficient operation and maintenance of said automobile parking area. Such rules
and regulations may include, without limitation, (i) restrictions in the hours
during which the automobile parking area shall be open for use and (Ii) the
establishment of charges for parking therein (on either a reserved or unreserved
basis, at Landlord's sole discretion) by tenants of the Property as well as by
their employees, customers and service suppliers (and invitees of any of the
foregoing).

       

      In
addition, Landlord may, if in its opinion the same be advisable, establish for
the automobile parking area, a system or systems of charged validation or other
operation including, but not limited to, a system of charges against
non-validated parking checks of users. Tenant shall comply with any such system
(and all rules and regulations established by Landlord In conjunction therewith)
in its use of said automobile parking area and the use of same by Tenant's
customers, employees, service suppliers and other invitees; provided, however,
that such system and such rules and regulations shall apply equally and without
discrimination to all persons entitled to the use of said automobile parking
area.

       

      Landlord
shall at all times during the term hereof have the sole and exclusive control of
the automobile parking area, and may at any time during the term hereof exclude
and restrain any person from use or occupancy thereof; excepting, however,
Tenant and employees, customers, service suppliers and other invitees of Tenant
and of other tenants on the Property who make use of said area in accordance
with any rules and regulations

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      established
by Landlord from time to time with respect thereto. The rights of Tenant (and of
Tenant's employees, customers, service suppliers and invitees) referred to in
this Article shall at ail times be subject to (I) the rights of Landlord and the
other tenants on the Property to use the same in common with Tenant (and
Tenant's employees, customers, service suppliers and invitees), (ii) the
availability of parking spaces in said automobile parking area, and (iii)
Landlord's right to assign reserved parking spaces in such instances as shall be
determined at Landlord's sole
discretion. It shall be the duty of Tenant to keep the automobile parking
area free and clear of any obstructions created or permitted by Tenant or
resulting from Tenant's operations, and to permit the use of any of said area
only for normal parking and ingress and egress by said employees, customers,
service suppliers and other invitees in transit to and from the
Property.

       

      Landlord
shall at all times have the right and privilege of determining the nature and
extent of the automobile parking area, whether the same shall be surface,
underground or other structure, and of making such changes therein and thereto
from time to time which in its opinion are deemed to be desirable and for the
best interests of all persons using the automobile parking area, the direction
and flow of traffic, Installation of prohibited areas, landscaped areas, and all
other facilities thereof.

       

      in the
event that Landlord establishes a charged validation system, and to the extent
that Tenant and its employees are permitted to use the automobile parking area
on a monthly basis (Le., without having to pay each time they enter), each such
person, at Landlord's request, will sign a Parking Agreement (to be prepared by
Landlord) which sets forth the rights and responsibilities of each such user of
the automobile parking area. Such Parking Agreement must be signed by all
monthly users of the automobile parking area, regardless of whether such use is
on a reserved or unreserved, free or charged basis.

       

      B.       Employee Parking.
Employees of Tenant and of other tenants on the Property shall park their
automobiles in the portions of the automobile parking area which may from time
to time be designated for employees of the tenants on the Property, and Landlord
shall at all times have the right
to establish rules and regulations for employee parking.

       

      C.        Other Parking Users.
Landlord may authorize persons other than those described above,
including occupants of buildings not on the Property, to utilize said automobile
parking area. Further, if said automobile parking area is used by such other
persons, then such other persons shall pay for said use in accordance with the
terms established above; provided, however, that Landlord may allow such other
persons to use said automobile parking area on weekends, holidays and other
non-business hours without such payment, as long as the tenants of the Properly
(and their employees, customers, service suppliers and other invitees) are also
permitted to use said automobile parking area at such times without such
payment,

       

      
        Landlord's initials  PP

         

        Tenant's Initials  JM

      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
D — RULES AND REGULATIONS

      TO
FULL SERVICE OFFICE LEASE

      DATED:
May 14, 2008

       

      1. Tenant
will refer all contractors, contractors' representatives and installation
technicians rendering any service for Tenant, to Landlord for Landlord's
supervision and/or approval before performance of any such contractual services.
This shall apply to all work performed In the Building, including, but not
limited to, installation of telephone or telegraph equipment, electrical devices
and attachments, and installations of any and every nature affecting floors,
walls, woodwork, trim, windows, ceilings, equipment or any physical portion of
the Building. No such work will be done by Tenant without Landlord's prior
written approval. All contractors, contractors' representatives and installation
technicians will be required to provide a Certificate of Insurance to the
Landlord and to the Landlord's managing agent prior to the commencement of any
work on the property.

       

      2. The work
of janitorial or cleaning personnel shall not be hindered by Tenant after 5:30
p.m. and such work may be done at any time when the Premises are vacant; the
windows, doors, and fixtures in the Premises may be cleaned at any time. Tenant
shall provide whatever waste and rubbish receptacles, cabinets, and book cases,
etc., are necessary in order to prevent unreasonable hardship to Landlord In
discharging its obligation regarding cleaning service.

       

      3. Movement
In or out of the Building of furniture or office equipment, or dispatch or
receipt by Tenant of any merchandise or materials which requires the use of
stairways, or movement through the Building entrances or lobby, shall be
restricted to the hours designated by Landlord from time to time. All such
movement shall be as directed by Landlord in a manner to be agreed upon between
Tenant and Landlord by prearrangement before performance. Such prearrangement,
to be initiated by Tenant and shall be subject to Landlord's decision and
control of the lime, method, routing of movement, and limitations imposed by
safety or other concerns which may prohibit any article, equipment or any other
item from being brought into the Building. Tenant expressly assumes all risk of
damage to any and all articles so moved, as well as all risk of injury to any
person(s) or the public engaged or not engaged in such movement, including
equipment, property, and personnel of Landlord if damaged or injured as a result
of any acts in connection with carrying out this service of Tenant, from
time of
entering the Property until completion of the work; and Landlord shall
not be liable for any act or omission of any person engaged in (or for damage to
or loss of
any property or injury to any person resulting directly or indirectly
from any act or omission in connection with) such service performed by or for
Tenant. Tenant hereby agrees to defend and indemnify Landlord with respect to
any such damage, injury or loss, including all reasonable attorneys' fees and
related costs.

       

      4. No
sign(s) of Tenant will be allowed in any form on the exterior of the Building or
on any window(s) inside or outside of the Building, and no sign(s), except in
uniform location and uniform type fixed by Landlord, will be permitted in the
public corridors or on corridor doors or entrances to the Premises. All signs
will be contracted for by Landlord for Tenant at the rate fixed by Landlord from
time to time and Tenant will be billed and pay for such service accordingly.
Written consent from Landlord Is an absolute prerequisite for any such sign(s)
which Tenant may be permitted to use.

       

      5. Tenant
shall not place, install or operate on the Premises or in any part of the
Building, any engine, stove, or machinery, or conduct mechanical operations or
cook thereon or therein,

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      except
that the preparation of coffee, tea, hot chocolate and similar items for tenants
and their employees shall be permitted. Nor shall Tenant place or use in or
about the Premises any explosives, gasoline, kerosene, oil, acids, caustics, or
any other noxious, inflammable, explosive, regulated or hazardous material
without the prior written consent of Landlord.

       

      6,
Landlord will not be responsible for any lost or stolen personal property,
equipment, money, or jewelry from the Premises or from public rooms, regardless
of whether such loss occurs when the area is locked against entry.

       

      7. No
birds or animals shall be brought onto the Property. Any bicycles or vehicles
brought onto the Property shall be parked only in areas designated by Landlord
for such purpose, and shall under no circumstances be brought into the
Building.

       

      6. At the
commencement of the Lease term, Landlord shall provide Tenant with two keys to
the Building of which the Premises are a part at no charge. Landlord may permit
entrance to the Premises (by use of pass keys controlled by Landlord) by
employees, contractors, or service personnel supervised or employed by Landlord,
or by anyone authorized to enter the Premises pursuant to Article 18 hereof. No
additional locks shall be placed upon any doors of the Premises, and Tenant
shall not permit any duplicate keys to be made, if Tenant requires any
additional keys to the Premises or to the Building at any time during the Lease
term, Tenant shall request any such keys or access cards only from Landlord, at
a non-refundable cost of $10.00 per key. Upon termination of this Lease, Tenant
shall surrender and deliver to Landlord all keys to the Premises which are in
Tenant's possession or in the possession of Tenant's agents, employees or others
permitted by Tenant to occupy space within the Premises.

       

      9. No
sidewalks, entrances, passages, courts, vestibules, stairways, corridors or
halls to any structures on the Property shall be used for any purpose other than
ingress and egress, nor shall any rubbish, litter, trash or material of any
nature be placed, emptied or thrown into these areas. The halls, passages,
entrances, stairways, balconies and roof of each such structure 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 Property and its tenants, provided that nothing herein
contained shall be construed to prevent such access by persons with whom tenants
of the Property normally deal In the ordinary course of their business, unless
such persons are engaged in illegal activities. No tenant (or subtenant,
Invitee, agent or employee of any tenant) shall go upon the roof of any
structure on the Property without the prior written consent of
Landlord,

       

      10. Landlord
shall have the right to determine and prescribe the weight and proper position
of any unusually heavy equipment (Including safes, large files, etc.) that is to
be placed in the Building, and only those which in the opinion of Landlord might
not with reasonable probability do damage to the floors and/or structure may be
moved into the Building. Any damage occasioned in connection with the moving or
installing of such aforementioned articles in the Building or the existence of
same in the Building shall be repaired promptly by Tenant at its own
expense.

       

      11. Landlord
shall have the right to prohibit the use of the name of the Property or any
other publicity by Tenant, which in Landlord's opinion tends to impair the
reputation of the Property or its desirability for the executive offices of
Landlord or of other tenants, and upon written notice from Landlord, Tenant will
refrain from or discontinue such publicity.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      12. The
Premises shall not be used for lodging, sleeping, or cooking or for any Immoral
or illegal purpose, or for any purpose that will damage the Property or the
reputation thereof, or for any purpose other than that specified in this
Lease.

       

      13. Except
for Landlord's Building Standard blinds, no draperies, shutters, or window
covering shall be Installed on exterior windows or on windows or doors facing
public corridors. All electrical ceiling fixtures hung in offices or spaces
along the perimeter of the Building must be fluorescent and of a quality, type,
design and bulb color approved by Landlord.

       

      14. Employees
of Landlord shall not receive or carry messages for or to any tenant or other
occupant on the Property, nor shall they contract to render free or paid
services to any tenant or any tenant's agents, employees or invitees; if any of
Landlord's employees perform any such services, such employee(s) shall be deemed
the agent of the tenant for whom the services are being performed, regardless of
whether or how payment is arranged for services, and Landlord is expressly
relieved from any and all liability for any injury to persons or damage to
property (and any other damages) in connection with any such
services.

       

      15. Tenant
and its employees, agents and invitees shall observe and comply with the driving
and parking signs and markers on the Property.

       

      16. Directories
will be placed by Landlord, at its own expense, in conspicuous places in the
Building. No other directories shall be permitted unless previously consented to
by Landlord in writing. The total number of identification strips for each
tenant shall be reasonably determined by Landlord.

       

      17. Plumbing
fixtures and appliances shall be used only for purposes for which constructed,
and no sweepings, rubbish, rags or other unsuitable material shall be thrown or
placed therein. Damage resulting to any such fixtures or appliances from misuse
by Tenant (or by any subtenant, employee, agent or invitee of Tenant) shall be
promptly repaired by Tenant, entirely at Tenant's own expense.

       

      18. No tenant
shall make (or permit to be made) any loud or otherwise disturbing noises,
sounds or vibrations, or disturb or interfere with other occupants of the
Property or of buildings on neighboring property, or those having business with
them, whether by the use of any musical instrument, radio, photograph, unusual
noise, or in any other way.

       

      19. No tenant
shall purchase (or otherwise obtain for use in the Premises) any water, ice,
towel, vending machine, janitorial, maintenance or other similar services, or
accept barbering or shoe shining services, except from persons authorized In
writing by Landlord, and at hours and under regulations fixed by
Landlord.

       

      20. All doors
opening into public corridors in any structure on the Property shall be kept
closed, except when in use for ingress and egress.

       

      21. Landlord
reserves the right to make such other and further rules and regulations as in
its judgment may from time to time be needful for the safety, care and
cleanliness of the Property, and for the preservation and good order
thereon.

       

      
        Landlord's initials  PP

         

        Tenant's Initials  JM