ex108.htm


    Exhibit
      10.8

    
 

    OFFICE
      LEASE

     

    Between

     

    DOUGLAS
      EMMETT 1995, LLC,

    a
      Delaware limited liability company

     

    as
      Landlord

     

    and

     

    PLATINUM
      STUDIOS, LLC,

    a
      California limited liability company

     

    as
      Tenant

     

     

    Dated

     

     

    July
      10,
      2006

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    OFFICE
      LEASE

     

     

    BASIC
      LEASE INFORMATION

     

    
      	
              Date:
                Landlord:

              Tenant:

            	
              July
                10, 2006

              DOUGLAS
                EMMETT 1995, LLC,

              a
                Delaware limited liability company

              PLATINUM
                STUDIOS, LLC,

              a
                California limited liability
                company

            


    

    
      
        

      



     

    
      	
              SECTION

            	 	 
	
              1.1

            	
              Premisses:

            	
              11400
                West Olympic Boulevard, Suite 1400 

              Los
                Angeles, California 90064

            
	 	 	 
	1.4	Rentable
              Area of Premises:	 Approximately
              12,493 square feet
	1.4  	Usable
              Area of Premises:	 Approximately
              11,357 square feet
	2.1  	Delivery
              Date	 One
              (1) business day after the full execution of the Lease
	 	 	 
	 	Beneficial
              Occupancy Period	 Delivery
              Date until August 31, 2006
	 	Term:	 Five
              (5) Years
	 	Commencement
              Date:	 September
              1, 2006
	 	Expiration
              Date:	 August
              31, 2011
	3.1	Fixed
              Monthly Rent:	 $31,857.15
              per month for the first twelve (12) calendar months of the
              Term.
	3.3  	Date
              of First Increase:	 September
              1, 2007, and then annually thereafter
	    	Fixed Monthly
              Rent Increase on	 Four
              percent (4%) percent per annum
	    	September
              1, 2007:	 
	3.7	Security
              Deposit:	 $37,268.36
	4.1	Tenant's
              Share	 5.50%
	4.2	Base
              Eyar for Operating Expenses:	 2007
	6.1	Use
              of Premises:	 General
              office use consistent with the operation of 
	    	 	 a
              first-class office building on the Olympic Corridor 
	    	 	 in
              the West Los Angeles area
	16.1 	Tenant's
              Address for Notices:	 
	    	
              Before
                the Commencement Date:

            	 9744
              Wilshire Boulevard, Suite 210
	    	 	 Beverly
              HIlls, California 90212
	    	
              After
                the Commencement Date:

            	 114400
              West Olympic Boulevard,
	    	 	 Suites
              1100 and 1400
	    	 	 Los
              Angeles, California 90064
	    	
              Contact:

            	 Mr.
              Scott Mitchell Rosenberg
	    	Landlord's
              Addres for Notices:	 DOUGLASS
              EMMETT 1995, LLC
	    	 	 Director
              of Property Management
	    	 	 c/o
              Douglas, Emmett and Company
	    	 	 808
              Wilshire Boulevard, Suite 200   
	    	 	 Santa
              Monica, California 90401
	20.5	Brokers:	 Douglas,
              Emmett and Company
	    	 	 808
              Wilshire Boulevard, Suite 200
	    	 	 Santa
              Monica, California 90401    and
	    	 	 Bietler
              Commercial Realty Services
	    	 	 825
              South Barrington Avenue
	    	 	 Lost
              Angeles, California 90049
	20.25	Guarantors:	 Scott
              Mitchell Rosenberg, and individual, and
	    	 	 Brian
              K. Altounian, an individual, jointly and 
	 	 	 severally
	21.1	Parking
              Permits:	 Tenant
              shall have the right, but not the obligation to
	 	 	 purchase
              thirty-four (34) permits for unreserved
	 	 	 spaces
	23.	Letter
              of Credit	 $336,000.00
	Exhibit
              G	 	 


    

     

     

    
      
        ii

      

      
        
        

        
          

        

      

      
        
        

      

    


    Except
      as noted hereinbelow, the foregoing Basic Lease Infirmation is hereby
      incorporated into and made a pail of the Lease. The Section referemce in the
      led? margin of the Basic Lease litfotwunion
      exists solely to
      indicate u,here
      such
      reference initialb,
      appeinw
      in the Lease elocument, Except as specified hereinbelow, each such
      reference in the Lease document shall incorporate the applicable Basic Lease
      In
      [Munition.

     

    
      
        
          iii

        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    OFFICE
      LEASE

    TABLE
      OF CONTENTS

     

    
      
        	 ARTICLE	 	 PAGE
	 ARTICLE
                1	 DEMISE
                OF PREMISES	
                 1

              
	 ARTICLE
                2	 COMMENCEMENT
                DATE AND TERM	
                2

              
	 ARTICLE
                3	 PAYMENT
                OF RENT, LATE CHARGE	
                2

              
	 ARTICLE
                4	 ADDITIONAL
                RENT	
                4

              
	 ARTICLE
                5	 ETHICS	
                8

              
	 ARTICLE
                6	 USE
                OF PREMISES	
                8

              
	 ARTICLE
                7	 CONDITION
                UPON VACATING & REMOVAL OF PROPERTIES	
                9

              
	 ARTICLE
                8	 UTILITIES
                AND SERVICES	
                10

              
	 ARTICLE
                9	 TENNANT'S
                IDEMNIFICATION AND LIMITATION ON LANDLORD'S LIABILITY	
                12

              
	 ARTICLE
                10	 COMPLIANCE
                WITH LAWS	
                13

              
	 ARTICLE
                11	 ASSIGNIMENT
                AND SUBLETING	
                13

              
	 ARTICLE
                12	 MAINTENACE,
                REPAIRS, DAMAGE, DESTRUCTION, RENOVATION AND OR ALTERATION	
                
                  17

                

              
	 ARTICLE
                13	 CONDEMNATION	
                21

              
	 ARTICLE
                14	 MORTGAGE
                SUBORDINATION; ATTORNMENT AND MODIFICATION OF LEASE	
                
                  22

                

              
	 ARTICLE
                15	 ESTOPPEL
                CERTIFICATES	
                23

              
	 ARTICLE
                16	 NOTICES	
                23

              
	 ARTICLE
                17	 DEFAULT
                AND LANDLORD'S OPTION TO CURE	
                23

              
	 ARTICLE
                18	 DAMAGES;
                REMEDIES; RE-ENTRY BY LANDLORD; ETC	
                25

              
	 ARTICLE
                19 	 INSURANCE	
                26

              
	 ARTICLE
                20	 MISCELLANEOUS	
                28

              
	 ARTICLE
                21	 PARKING	
                31

              
	 ARTICLE
                22	 CONCIERGE
                SERVICES	
                31

              
	 ARTICLE
                23	 LETTER
                OF CREDIT	
                32

              
	 Exhibits	 	
                 

              
	     A
                --	 Premises
                Plan	
                 

              
	     B
                --	 Improvement
                Construction Agreement - Tennant Build	
                 

              
	     B
                -1--	 Construction
                by Tenant During Term	
                 

              
	     C
                --	 Rules
                and Regulations	
                 

              
	     D
                --	 First
                Amendment Memorandum of Lease Term Dates and Rent  
                INTENTIONALLY DELETED	
                 

              
	     E
                --	 Guaranty
                of Lease	
                 

              
	     F
                --	 Asbestos
                Rider INTENTIONALLY DELETED	
                 

              
	     G
                --	 Form
                of Letter of Credit	
                 

              
	     H
                --	 Subordination,
                Non-Disturbance and Attornment Agreement	
                 

              


      

    

     

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    


     

    OFFICE
      LEASE

     

    This
      Office Lease,
dated July 10, 2006, is by and between DOUGLAS EMMETT 1995,
      LLC,
      a Delaware limited liability company ("Landlord"), with an office at 508
      Wilshire Boulevard, Suite 200, Sant'a Monica, California 90401, and PLATINUM
      STUDIOS, LLC, a California limited liability company ("Tenant"), with an office
      at 9744 Wilshire Boulevard, Suite 210, Beverly Hills, California
      90212.

     

    ARTICLE
      1

     

    DEMISE
      OF PREMISES

     

    Section
      1.1. Demise. Subject to the covenants and agreements contained
      in this Lease, Landlord leases to Tenant and Tenant hires from Landlord, Suite
      Number 1400 (the "Premises") on the fourteenth (14th) (Moil,
      in the
      building located at 11400 West Olympic Boulevard, Los Angeles, Cali lomia 90064
      (the "Building"). The configuration of the Premises is shown on Exhibit A,
      attached hereto and made a part hereof by reference.

     

    Tenant
      acknowledges that it, has made its own inspection of and inquiries regarding
      the
      Premises, whidh are already improved. Therefore„ Tenant accepts the Premises in
      their "as-is" condition. Tenant further acknowledges that Landlord has made
      no
      representation or warranty, express or implied, except as are contained in
      this
      Lease and its Exhibits, regarding the condition, suitability or usability of
      the
      Preniises or the Building for the purposes intended by Tenant.

     

    The
      Building, the Building's parking facilhies, any outside plaza areas, land and
      other improvements surrounding the Building which are designated from time
      to
      time by Landlord as common areas appurtenant to or servicing the Building,
      and
      the land upon which any of the foregoing are situated, are herein sometimes
      collectively referred to as the "Real Property."

     

    Section
      12. Tenant's
      Non-Exclusive
      Use Tenant is granted the nonexclusive use of the common
      corridors and hallways, stairwells, elevators, restrooms, parking facilities,
      lobbies and other public or common areas located on the Real Property. However,
      the manner in which such public and common areas are maintained and operated
      shall be at the reasonable discretion of Landlord, and Tenant's use thereof
      shall be subject to such reasonable and non-discriminatory rules, regulations
      and restrictions as Landlord may make from time to time.

     

    Section
      1.3. Landlord's Reservation of Rights.
      Landlord specifically reserves to itself use control and repair
      of the structural portions of all perimeter walls of the Premises, any
      balconies, terraces or roofs adjacent to the Premises (including any flagpoles
      or other installations on said walls, balconies, terraces or roofs) and any
      space in and/or adjacent to the Premises used for shafts, stairways, pipes,
      conduits, ducts, mail chutes, conveyors, pneumatic tubes, electric or other
      utilities, sinks, fan rooms or other Building facilities, and the use thereof,
      as well as access thereto through the Premises. Landlord also Specifically
      reserves to itself the following rights:

     

    
      	
              a)

            	
              To
                designate all sources furnishing sign painting or
                lettering 

            


    

    
      
        	
                b)

              	
                To
                  Consistantly have pass to the Premises  

              


      

      
        	
                c)

              	
                To
                  grant to anyone the exclusive right to conduct any, particular
                  business or
                  undertaking in the Building, so long as Landlord's granting of
                  the same
                  does, not prohibit Tenant's use of the Premises for Tenant's Specified
                  Use, as defined in Article 6

              


      

    

    
      
        	
              


      

    

    
      	
              d)  

            	
              To
                enter the Premises at reasonable times with reasonable prior notice
                (except for emergencies) to inspect, repair, alter, improve, update
                or
                make additions to the Premises or the Building, so long as Tenant's
                access
                to and use of the Premises is not materially impaired
                thereby;

            


    

     

    
      	
              e)  

            	
              During
                the last six (6) months of the Term, to exhibit the Premises to
                prospective future tenants upon not less than 24 hours prior notice
                and
                accompanied by a representative of
                Tenant;

            


    

     

    
      	
              f)

            	
              Subject
                to the provisions of Article 12, to at any time and from time to
                time
                whether at Tenant's request or pursuant to governmental requirement,
                repair, alter, make additions to improve, or decorate all or any
                portion
                of the Real Property, or the Building at any reasonable time with
                prior
                reasonable notice (except for emergencies), so long as Tenant's access
                to
                and use of the Premises is not materially impaired thereby. In connection
                therewith, and without limiting the generality of the foregoing rights,
                Landlord shall specifically have the right to remove, alter, improve
                or
                rebuild all or any part of the lobby of the Building as the same
                is
                presently or shall hereafter be
                constituted;

            


    

     

    
      	
              g)

            	
              Subject
                to the provisions
                of
                Article 12, Landlord reserves the right to make alterations or additions
                to dr change the location of elements of the Real Property and any
                common
                areas appurtenant thereto at any reasonable time with prior reasonable
                notice (except for emergencies), so long as Tenant's access to and
                use of
                the Premises is not materially impaired thereby;
                and/or

            


    

     

    
      	
              h)

            	
               To
                take such other actions as may reasonably be necessary when the same
                are
                required to preserve. protect or improve the Premises, the Building,
                or
                Landlord's interest therein at any reasonable time with prior reasonable
                notice (except for emergencies).

            


    

     

    Section
      1.4. Area.Landlord and Tenant agree that the usable area (the
      "Usable Area") of the Premises has been measured using the June, 1996 standards
      published by the Building Owners' and Managers' AssoCiation ("BOMA"), as a
      guideline, and that Landlord is utilizing a deemed add-on factor of 10.00%
      to
      compute the rentable area (the "Rentable Area") of the Premises. Rentable Area
      herein is calculated as 1.1000 times the estimated Usable Area regardless of
      what the actual square footage of the common areas; of the Building may be,
      and
      whether or not they are more or less than 10.00% of the total
      estimated

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    Usable
      Area of the Building. The purpose of this calculation is solely to provide
      a
      general basis for comparison and pricing of this space in relation to other
      spaces in the market area.

     

    Landlord
      and Tenant further agree that even if the Rentable or Usable Area of the
      Premises and/or the total Building Area are later determined to be more or
      less
      than the figures stated herein, for all purposes of the Lease, the figures
      stated herein shall be conclusively deemed to be the actual Rentable or Usable
      Area of the Premises, as the case may be.

     

    Section
      1.5. Quiet Enjoyment. Subject to all of the covenants,
      agreements, terms, provisions and conditions of this Lease Tenant shall lawfully
      and quietly hold, occupy and enjoy the Premises during the Term.

     

    Section
      1.6. No Light,
      Air or View Easement. Any
      diminution or shutting off of light, air or view by any structure which
      is now or may hereafter be erected on lands adjacent to the Building shall
      in no
      way affect this Lease or impose any liability on Landlord, provided Landlord
      shall not (i) construct any signhge or other appendage to the Building that
      materially affect the view from the Premises, or (ii) permit any tenant to
      construct any signage or other appendage to the Building that materially affect
      the view from the Premises. Noise, dust or vibration or other ordinary incidents
      to new construction of improvements on lands adjacent to the Building, whether
      or not by Landlord, shall in no way affect this Lease or impose any liability
      on
      Landlord.

     

    Section
      1.7. Relocation. INTENTIONALLY OMITTED.

     

    ARTICLE
      2

    DELIVERY
      DATE, COMMENCEMENT DATE AND TERM

     

     

    Section
      2.1. Delivery Date, Commencement Date and Term.

     

    Subject
      to Tenant's prior delivery to Landlord and Landlord's receipt of the written
      evidence of insurance coverage required under Lease Section 19.2 herein, Tenant
      may enter and take possession of the Premises on the date that is one (1)
      business day following the full execution of the Lease (the "Delivery Date")
      for
      among other things, Tenant's Contractor performing Tenant's Improvements
      contemplated under Exhibit B attached hereto and incorporated herein. Tenant's
      occupancy of the Premises as of the Delivery Date until August 31, 2006 (the
      "Beneficial Occupancy Period") shall be subject to Tenant complying with all
      of
      the provisions and covenants contained herein, except that Tenant shall not
      be
      obligated to pay Fixed Monthly Rent or Additional Rent from the Delivery Date
      until the expiration of the Beneficial Occupancy Period. Landlord and Tenant
      shall confirm the finalized Deliiery Date, and Beneficial Occupancy Period,
      if
      any as soon as they are determined.

     

    This
      Lease shall commence on September 1, 2006 (the "Commencement Date"), and shall
      end, unless sooner terminated as otherwise provided herein, at midnight
      on August 31, 2011 (the "Termination Date").

     

    Section
      2.2. Holding Over
      If Tenant fails to deliver possession of the Premises on the
      Termination Datd., but holds over after the expiration or earlier termination
      of
      this Lease without the express prior written consent of Landlord, such tenancy
      shall be construed as a tenancy from month-to-month (terminable by either
      Landlord or Tenant upon 30 days' prior written notice to the other) on the
      same
      terns and conditions as are contained herein, except that the Fixed Monthly
      Rent
      payable by Tenant durinu such period of holding over shall automatically
      increase as of the Termination Date to an amount equaf to one hundred and fifty
      percent (150%) of the Fixed Monthly Rent payable by Tenant the calendar month
      immediately prior to the date when Tenant commences such holding over (the
      "Holdover Rent

    .

    Tenant's
      payment of such Holdover Rent, and Landlord's acceptance thereof, shall not
      constitute a waiver by Landlord of any of
      Landlord's rights or remedies with respect to such holding over, nor
      shall it be deemed to be a consent by Landlord to Tenant's continued occupancy
      or possession of the Premises past the time period covered by Tenant's payment
      of the Holdover Rent.

     

    Furtlaerrnore,
      if Tenant fails to deliver possession of the Premises to Landlord within
      forty-five (45) days following the expiration or earlier termination of this
      Lease, and Landlord has theretofore notified Tenant in writing, at least sixty
      (60) days prior to the expiration or earlier termination of this Lease, that
      Landlord requires possession of the Premises for a succeeding tenant, then,
      in
      addition to my other liabilities to Landlord accruing therefrom, Tenant shall
      protect, defend, indemnify and hold Landlord harmless from all loss, costs
      (including reasonable attorneys' fees and expenses) and liability resulting
      from
      such failure, including without limiting the foregoing, any claims made by
      any
      succeeding tenant arising out of Tenant's failure to so surrender, and any
      lost
      profits to Landlord resulting therefrom.

     

    Notwithstanding
      the provisions contained hereinabove regarding Tenant's liability for a
      continuing holdover, Landlord agrees to use commercially reasonable efforts
      to
      insert into any future lease of another tenant proposing to occupy the Premises
      provisions, permitting mitigation of Tenant's damages arising out of Tenant's
      temporary holdover.

     

     

    ARTICLE
      3

    PAYMENT
      OF RENT, LATE CHARGE

     

    SectiOn
      3.1.
      Payment of
      Fixed Monthly Rent and Additional Rent. "Rent"
      shall mean: all payments of monies in any form whatsoever required under
      the terms and provisions of this Lease, and shall consist of:

     

    
      	a)	"Fixed Monthly
              Rent," which shall be payable in equal monthly installments of 531,857.15;
              plus
	b)	Additional
              Rent as provided in Article 4 and elsewhere in this
              Lease.


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    Section
      3.2. Manner of Payment. Tenant shall pay Fixed Monthly Rent and
      Additional Rent immediately upon the same becoming due and payable, without
      demand therefor, and without any abatiment except as set forth in this Lease,
      set off or deduction whatsoever, except as may be expressly provided in this
      Lease. Landlord's failure to submit statements to Tenant stating the amount
      of
      Fixed Monthly Rent or Additional Rent then due, including Landlord's failure
      to
      provide to Tenant a calcdlation of the adjustment as required in Section 3.3
      or
      the Escalation Statement referred to in Artiqle 4, shall not constitute
      Landlord's waiver of Tenant's requirement to pay the Rent called for herein,
      unless Landlord fails to provide an Escalation Statement described in Article
      4
      within three (3) years after the calendar year to which such Escalation
      Statement is applicable, in which event Landlord shalllbe deemed to have waived
      its right to collect any Additional Rent for such calendar year for which Tenant
      had not theretofore been billed. Tenant's failure to pay Additional Rent as,
      provided herein shall constitute a material default equal to Tenant's failure
      to
      pay Fixed Monthly Rent when due.

     

    Rent
      shall be payable in advance on the first day of each and every calendar month
      throughout the Term, in lawful money of the United States of America, to
      Landlord at 11400 West Olympic Boulevard, Suite 150, Los Angeles, California
      90064, or at such other place(s) as Landlord designates in writing to Tenant.
      Tenant's obligation to pay Rent shall begin on the Commencement Date and
      continue throtighout the Tenn, without abatement, setoff or deduction, except
      as
      otherwise specified hcreinbelow.

     

    Concurrent
      with Tenant's execution and delivery to Landlord of this Lease, Tenant shall
      pay
      to Landlord the Fixed Monthly Rent due for the first month of the
      Term.

     

    Section
      3.3. Fixed Monthly Rent Increase (Suite 1100 and 1400).
      Commencing on September I, 2007, and continuing through August 31, 2008, the
      Fixed Monthly Rent payable by Tenant shall Mcrease froml $31,857.15 per month
      to
      $33,131.44 per month.

     

    Commencing
      on September 1, 2008, and continuing through August 31, 2009, the Fixed Monthly
      Rentpayable
      by
      Tenant shall increase from $33'
      131.44 per month to
      $34,456.69 per month. 

     

    Commencing
      on September 1, 2009, and continuing through August 31, 2010, the Fixed Monthly
      Rentlpayable by Tenant shall increase from $34,456.69 per month to $35,834.96
      per month.

     

    Commencing
      on. September I, 2010; and continuing throughout the remainder of the initial
      Tenn, the Fixed Monthly Rent payable by Tenant shall increase from $35,834.96
      per month to S37,268.36 per month.

     

    Section
      3.4. Tenant's Payment of Certain Taxes. Tenant shall,
      within thirty (30) days following Tendnt's receipt of substantiating
      documentation from Landlord, reimburse Landlord, as Additional Rent; for any
      and
      all taxes, surcharges, levies, assessments, fees and charges payable by Landlord
      when:

     

    
      	
              a)  

            	
              assessed
                on measured by or reasonably attributable to the cost or value of
                Tenant's
                equipment, furniture, fixtures and other personal property located
                in the
                Premises;

            


    

     

    
      	
              b)  

            	
              assessed
                on or measured by any rent payable hereunder, including, without
                limitation, any gross income tax, gross receipts tax, or excise tax
                levied
                by the City or County of Los Angeles or any other governmental body
                with
                respect to the receipt of such rent (computed as if such rent were
                the
                only income of Landlord), but solely when levied by the appropriate
                City
                or County agency in lieu of or as an adjunct to, such business license(s),
                fees or taxes as would otherwise have been payable by Tenant directly
                to
                such taxing authority; or

            


    

     

    
      	
              c) 

            	
              upon
                or with respect to the possession, leasing, operating, management,
                maintenance, alteration, repair, use or occupancy by Tenant of the
                Premises or any portion thereof.

            


    

     

    Said
      taxes shall be due and payable whether or not now customary or within the
      contemplation of Landlord and Tenant. Notwithstanding the above, in no event
      shall the provisions of this Section 3.4 serve to entitle Landlord to
      reimbursement from
      Tenant for any federal, state, county or city income tax payable by
      Landlord or the managing agent of Landlord, or any gift, estate, transfer or
      inheritance taxes assessed against Landlord or any of its partners, shareholders
      or members.

     

    Section
      3.5. Certain Adjustments. If

     

    
      	
              a)  

            	
              the
                Commencement Date occurs on other than January 1st of a calendar
                year or
                the Lease expires or terminates on other than December 31st of a
                calendar
                year; or

            


    

     

    
      	
              b)

            	
              any
                abatement of Fixed Monthly Rent or Additional Rent occurs during
                a
                calendar year, thenIthe
                amount
                payable by Tenant or reimbursable by Landlord during such year shall
                be
                adjusted proportionately on a daily basis, and the obligation to
                pay such
                amount shall survive the expiration or earlier termination of this
                Lease.

            


    

     

    If
      the
      Commencement Date occurs on other than the first day of a calendar month, or
      the
      Lease expires on a day other than the last day of a calendar month, then the
      Fixed Monthly Rent and Additional Rent payable by Tenant shall be appropriately
      apportioned on a prorata basis for the number of days remaining in the month
      of
      the Term for which such proration is calculated.

     

    If
      the
      amount of Fixed Monthly Rent or Additional Rent due is modified pursuant to
      the
      terms of this Lease, such modification shall take effect the first day of the
      calendar month immediately following the date such modification would have
      been
      scheduled.

     

    Section
      3.6. Late Charge
      and Interest. Tenant acknowledges that late payment by Tenant to
      Landlord of Fixed Monthly Rent or Additional Rent will cause Landlord to incur
      costs not contemplated by this Lease, the exact amount of which are extremely
      difficult and impracticable to fix. Such costs include, withOut limitation,
      processing and, accounting charges and late charges that may be imposed on
      Landlord by the
      terms
of any encumbrance and note secured by any encumbrance covering the
      Premises.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    Therefore,
      if any installment of Fixed Monthly Rent or Additional Rent and other payment
      due from Tenant hereunder is not received by Landlord within five (5) business
      days of the date it becomes due, Tentint shall pay to Landlord on demand an
      additional sum equal to five percent (5%) of the overdue amount as a late
      charge. The parties agree that this late, charge represents a fair and
      reasonable settlement against the costs that Landlord will incur by reason
      of
      Tenant's late payment. Acceptance of any late charge shall not constitute a
      waiver of Tenant's default with respect to the overdue amount, or prevent
      Landlord from exercising any of the other rights and remedies available to
      Landlord.

     

    Every
      installment of Fixed Monthly Rent and Additional Rent and any other payment
      due
      hereunder from Tenant to Landlord which is not paid within twelve (12) days
      after the same becomes due and payable shall, in addition to any Late Charge
      already paid by Tenant, bear interest at the rate of ten percent (10%) per
      annum
      from the date that the same originally became due and, payable until the date
      it
      is paid. Landlord shall bill. Tenant for said interest, and Tenant shall pay
      the
      same within five (5) business days of receipt of Landlord's
      billing.

     

    Notwithstanding
      the foregoing, Tenant shall not be assessed any late charge for the first two
      (2) late payMents in each twelve (12) month period of the Term so long as Tenant
      pays such amount within five (5) husiness days of Tenant's receipt of written
      notice that such amount has not been paid.

     

    Section
      3.7. Security Deposit Concurrent with Tenant's
      execution and tendering of this Lease to Landlord, Tenant shall deposit the
      sum
      of $37,268.36 (the "Security Deposit"), which amount Tenant shall; thereafter
      at
      all times maintain on deposit with Landlord as security for Tenant's full and
      faithful observance and performance of its obligations under this Lease
      (expressly including, without limitation, the payment as and when due of the
      Fixed Monthly Rent, Additional Rent and any other sums or damages payable by
      Tenant hereunder and the payment of any and all other damages for which Tenant
      shall; be liable by reason of any act or omission contrary to any of said
      covenants or agreements). Landlord shall have the right to commingle the
      Security Deposit with its general assets and shall not be obligated to pay
      Tenant interest thereon.

     

    If
      at any
      time Tenant defaults in the performance of any of its obligations under this
      Lease, after the expiration of any applicable notice and cure period, then,
      Landlord may

     

    
      	
              a) 

            	
              apply
                as much of the Security Deposit as may be reasonably necessary to
                cure
                Tenant's non-payment of the Fixed Monthly Rent, Additional Rent and/or
                other sums or damages due from Tenant;
                and/or;

            


    

     

    
      	
              h)

            	
               if
                an Event of Default (as hereinafter defined) has occurred; apply
                so much
                of the Security Deposit as May be reasonably necessary to reimburse
                all
                expenses incurred by Landlord in curing such default;
                or

            


    

     

    
      	
              c)

            	
               if
                the Security Deposit is insufficient to pay the sums specified in
                Section
                3.7 (a) or (h), elect to apply the entire Security Deposit in partial
                payment thereof, and proceed against Tenant pursuant to the provisions
                of
                Article 17 and Article 18 herein.

            


    

     

    If
      as a
      result of Landlord's application of any portion or all of the Security Deposit,
      the amount held by Landlord declines to less than $37,268.36, Tenant shall,
      within ten (10) days after demand therefor, deposit with Landlord additional
      cash sufficient to bring the then-existing balance held as the Security Deposit
      to the amount specified hereinabove. Tenant's failure to deposit said amount
      shall constitute a material breach of this Lease.

     

    At
      the
      expiration or earlier termination of this Lease, Landlord shad deduct from
      the
      Security DepOsit being held on behalf of Tenant any unpaid sums, costs, expenses
      or damages payable by Tenant pursuant to the provisions of this Lease; and/or
      any costs required to cure Tenant's default or performance of any other covenant
      or agreement of this Lease, and shall, within thirty (30) days after the
      expiration or earlier termination of this Lease, return to Tenant, without
      interest, all or such part of the Security Deposit as then remains on deposit
      with Landlord.

     

    ARTICLE
      4

    ADDITIONAL
      RENT

     

    Section
      4.1. Certain Definitions. As used in this Lease:

     

    
      	
              a)  

            	
              ''Escalation
                Statement" means a statement by Landlord, setting forth the amount
                payable
                by Tenant Or by Landlord, as the case may be, for a specified calendar
                year pursuant to this Article 4.

            


    

     

    
      	
              b)  

            	
              "Operating
                Expenses" means the followinu in a referenced calendar year including
                the
                Base Year as hereinafter defined, calculated assuming the Building
                is at
                least ninety-five percent (95%) occupied: all costs of management,
                operation, maintenance, and repair of the
                Building.

            


    

     

    By
      way of
      illustration only Operating Expenses shall include, but not be limited to
      management fees paid by Landlord to any third-party, which shall not exceed
      those reasonable and customary in
      the geographic area in which the Building is located; water and sewer
      charges; any and all insurance premiums not otherwise directly payable by
      Tenant; license, permit and inspection fees; air conditioning (including repair
      of same); heat; light; power and other utilities; steam; labor; cleaning and
      janitorial services; guard services; supplies; materials; equipment and
      tools.

     

    Operating
      Expenses shall also include the cost or portion thereof of those capital
      improvements made to the Building by Landlord during the Term:

     

    
      	
              i)  

            	
              to
                the extent that such capital improvements reduce other direct expenses,
                when the same were made to the Building by Landlord after the Delivery
                Date, or

            


    

     

    
      	
              ii)  

            	
              that
                are required under any governmental law or regulation that was not
                applicable to the Building as of the Delivery
                Date.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Said
      capital improvement costs, or the allocable portion thereof (as referred to
      in
      clauses (i) and 6i) above), shall be amortized over the useful life of any
      such
      capital improvement pursuant to generally-accepted accounting principles,
      together with interest on the unamortized balance at the rate of ten percent
      (10%) per, annum.

     

    Operating
      Expenses shall also include all general and special real estate taxes, increases
      in assessments or special assessments and any other ad valorem taxes, rates,
      levies and assessments Paid during a calendar year (or portion thereof) upon
      or
      with respect to the Building and the personal Property used by Landlord to
      operate the Building, whether paid to any governmental or quasi-governmental
      authority, and all taxes specifically imposed in lieu of any such taxes (but
      excluding taxes referred to in Section 3.4 for which Tenant or other tenants
      in
      the Building are liable) including fees of counsel and experts, reasonably
      incurred by or reimbursable by Landlord in connection with any application
      for a
      reduction in the assessed valuation of the Building and/or the land thereunder
      or for a judicial review thereof, (collectively "Appeal Fees"), but solely
      to
      the extent that the Appeal Fees result directly in a reduction of taxes
      otherwise payable by Tenant. However, in no event shall the portion of Operating
      Expenses used to calculate any billing to Tenant attributable to real estate
      taxes and assessments for any expense year be less than the billing for real
      estate taxes and assessments during the Base Year.

     

    Operating
      Expenses shall also include, but not be limited to the premiums for the
      following insurance coverage: all-risk, structural, fire, boiler and machinery,
      liability, earthquake and for replacement of tenant improvements to a maximum
      of
      $35.00 per usable square foot, and for such other coverage(s), and at such
      policy limit(s) as Landlord deems reasonably prudent and/or are rcquired by
      any
      lender or ground lessor, which coverage and limits Landlord may, in Landlord's
      reasonable discretion, change from time to time, subject to the following
      paragraph

    .

    If,
      in
      any calendar year following the Base Year, as defined hereinbelow (a "Subsequent
      Year"), a new expense item (e.g. earthquake insurance, concierge services;
      entry
      card systems), is included in Operating Expenses which was not included in
      the
      Base Year Operating Expenses, then the cost of such new item shall be added
      to
      the Base Year Operating Expenses for purposes of determining the Additional
      Rent
      payable under this Article 4 for such Subsequent Year During each Subsequent
      Year the same amount shall continue to be included in the computation of
      Operating Expenses for the Base Year resulting in each, such Subsequent Year
      Operating Expenses only including the increase in the cost of such new item
      over
      the Base Year, as so adjusted.

     

    Conversely,
      as reasonably determined by Landlord, when an expense item that was originally
      included in the Base Year Operating Expenses is in any Subsequent Year no longer
      included in Operating Expenses, then the cost of such item shall be deleted
      from
      the Base Year Operatino Expenses for purposes of determining the Additional
      Rent
      payable under this Article 4 for such Subsequent Year. The same amount shall
      continue to be deleted from the Base Year Operating Expenses for each Subsequent
      Year thereafter that the item is not included. However, if such expense item
      is
      again included in the Operating Expenses for any Subsequent Year, then the
      amount Of said expense item originally included in the Base Year Operating
      Expenses shall again be added back to the Base Year Operating
      Expenses.


    
      
        
          	
                  i)  
                    

                	
                  Any
                    ground lease rental;

                


        

         

        
          
            	
                    ii)
                       

                  	The
                    costs of repairs to the Building and the Real Property, to the
                    extent the
                    costs of such repairs is reimbursed by the insurance carried
                    by Landlord
                    or subject to award under any eminent domain
                    porceeing


          

        

      

    

     

    
      	
              iii)  

            	
              Costs,
                including permit, license and inspection costs, incurred with respect
                to
                the installation of Tenant's or other occupant's improvements or
                incurred
                in renovating or otherwise imporving, decorating, painting or redecorating
                vacant space for Tenant or other occupants of the
                Building.

            


    

     

    
      	
              iv)  

               

               

               

            	Depreciation,
              amortization and interest payments, except as specifically permitted
              herein or except on materials, tools supplies and vendor-type equipment
              purchased by Landlord to enable Landlord to supply services Landlord
              might
              otherwise contract for with a third party where such depreciation,
              amortization and interest payments would otherwise have been included
              in
              the charge for such third party's services. In such a circumstance,
              the
              inclusion of all depreciation, amortization and interest payments shall
              be
              determined pursuant to generally accepted accounting principles,
              consistently applied, amortized over the reasonably anticipated useful
              life of the capital item for which such amortization, depreciation
              or
              interest allocation was calculated;


    

     

    
      	
               v)
                 

               

               

            	
              Marketing
                costs, including leasing commissions, attorneys' fees incurred in
                connection with the negotiation and preparation of letters, deal
                memos,
                letters of intent, leases subleases and/or assignments, space planning
                costs, and other costs and expenses incurred in connection with lease,
                sublease and/or assignment negotiations and transactions with present
                or
                prospective tenants or other occupants of the
                Building;

            


    

     

    
      	
               vi)
                 

               

            	
              Expenses
                for services not offered to Tenant or for which Tenant is charged
                directly, whether or not such services or other benefits are provided
                to
                another tenant or occupant of the
                Building;

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              vii)
                 

            	Costs
              incurred due to Landlord's or any tenant of the Building's violation,
              other than Tenant, of the terms and conditions of any lease or rental
              agreement in the Building;


    

     

    
      	
              viii)  

            	
              That
                portion of any billing by Landlord, its subsidiaries or affiliates
                for
                goods and/or services in the Building, to the extent that such billing
                exceeds the costs of such goods and/or services if rendered by an
                unaffiliated third parties on a competitive
                basis;

            


    

     

    
      	
               
                ix)  

                

            	Costs
              incurred by Landlord for structural earthquake repairs or any seismic
              retrofit requirements necessitated by the January 17, 1994 earthquake
              that
              occurred in the vicinity of the Building;


    

     

    
      	
              x)  

            	
              Interest,
                principal, points and fees on debts or amortization on any mortgage
                or
                mortgages or any other debt instrument encumbering the Building or
                the
                land thereunder;

            


    

     

               
      
        	
                 xi) 
                  

                 

                 

                 


              	Costs
                associated with operating the entity which constitutes Landlord,
                as the
                same are distinguished from the costs of operation of the Building,
                including partnership accounting and legal matters, costs of defending
                any
                lawsuits with any mortgagee (except as the actions of Tenant may
                be in
                issue), costs of selling, syndicating, financing, mortgaging or
                hypothecating any of Landlord's interest in the Building, costs (including
                attorneys' fees and costs of, settlement judgments and payments in
                lieu
                thereof) arising from claims, disputes or potential disputes in connection
                with potential or actual claims, litigation or arbitration pertaining
                to
                Landlord's ownership of the
                Building;


      
  

    
      	
              xii)
                 

            	Advertising
              and promotional expenditures, and costs of signs in or on the Building
              identifying the owner of the Building or other tenants of the
              Building;


    

    
    

    
      
        	
                xiii)
                   

                 

              	Electric,
                gas or other power costs for with Landlord has been directly reimbursed
                by
                another tenant or occupant of the Building, or for which any tenant
                directly contracts with the local public service
                company;


      

    

     

    
      
        	
                xiv)
                   

                 

              	
                Tax
                  penalties and interest incurred as a result of Landlord's negligent
                  or
                  willful failure to make payments and/or to file any income tax
                  or
                  informational return(s) when due, unless such non-payment is due
                  to
                  Tenant's nonpayment of rent;

              


      

       

      
        	
                xv)
                    

                 

              	
                Costs
                  incurred by Landlord to comply with notices of violation of any
                  applicable
                  laws or ordinances including the Americans With Disabilities Act,
                  as
                  amended, when such notices are for conditions existing prior to
                  the
                  Delivery Date;

              


      

       

      
        	
                xvi)
                    

              	
                Any
                  charitable or political
                  contributions;

              


      

       

      
        	
                xvii)
                   

              	The
                purchase or rental price of any sculpture, paintings or other object
                of
                art, whether or not installed in, on or upon the
                Building;


      

    

     

    
      	
               xviii)
                 

               

            	Any
              compensation paid or expenses reimbursed to clerks, attendants or other
              persons working in any commercial concession(s) operated by Landlord,
              and
              any services provided, taxes attributable to and costs incurred in
              connection with the operation of any retail, parking or restaurant
              operations in the Building;


    

     

    
      	
               xix)
                 

               

               

            	Any
              accelerated payment(s) made at Landlord's election on obligations
              undertaken by Landlord which would not otherwise become due, to the
              extent
              that such accelerated payment(s) exceed the amount otherwise payable
              had
              Landlord not elected to accelerate payment thereof. Notwithstanding
              such
              exclusion, the balance of such accelerated payment shall be included
              by
              Landlord in operating expense calculations for succeeding years, as
              if the
              payment had been made when originally due prior to such
              acceleration.


    

     

    
      	
               xx)
                 

               

            	Costs,
              including attorneys' fees`and settlement judgments and/or payments
              in lieu
              thereof, arising from actual or potential claims, disputes, litigation
              or
              arbitration pertaining to Landlord and/or the
              Building;


    

     

    
      
        	
                 xxi)
                   

              	Insurance
                deductibles in excess of reasonable and customary deductible
                amounts;


      

       

      
        	
                 xxii)
                   

                 

              	Costs
                of repairs that would have been covered by casualty insurance but
                for
                Landlord's failure to maintain casualty insurance to cover the replacement
                value of the Building as required by this
                Lease;


      

       

      
        	
                 xxiii)
                   

              	Capital
                expenditures not otherwise permitted
                hereunder;


      

       

      
        	
                 xxiv)
                   

                 

              	The
                assessment or billing of operating expenses that results in Landlord
                being
                reimbursed more than one hundred percent (100%) of the total expenses
                for
                the calendar year in question;


      

       

      
        	
                 xxv)
                   

                 

              	Any
                cost or expenditure for which Landlord may be reimbursed, whether
                by
                insurance proceeds, warranties, service contracts or otherwise, except
                through rent adjustment or other tax or operating expense pass-through
                provisions;


      

       

    

    
      
        	
                 xxvi)
                   

              	Salaries,
                fringe benefits and other compensation of employees above the grade
                of
                building manager;


      

       

      
        	
                 xxvii)
                   

                 

              	Expenses
                for painting, redecorating or other work which Landlord, at its expense,
                performs for Tenant or for any other tenant in leased areas of the
                Building other than painting, redecorating or other work for common
                areas
                of the Building;


      

       

      
        	
                 xxviii)
                   

                 

              	The
                cost of alterations, additions, changes or decorations (including
                leasehold improvements, construction allowances and work letters)
                made for
                or paid to any tenant of the Building or made in order to prepare
                space in
                the Building for occupancy by a tenant;


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

         

      

      
        
          
            	
                    xxix)  

                  	
                    The
                      cost of repairs in or to a tenant's premises incurred by reason
                      of breach
                      by a tenant of its lease for the space in the
                      Building;

                  


          

           

          
            	
                    xxx)
                       

                  	
                    Payments
                      for rented equipment the cost of which would constitute a capital
                      expenditure if the equipment was
                      purchased;

                  


          

           

        

      

    

    
      	
              xxxi)
                 

               

            	Professional
              fees, not allocated to the operation of the Building and professional
              fees
              allocable to disputes with
              or preparation of leases for other tenants and prospective tenants
              of the Building;


    

     

    
      
        
          
            	
                    xxxii)
                       

                  	The
                    costs of services or other benefits provided to other tenants
                    of the
                    Building without charge, but which are only provided to Tenant
                    by payment
                    of a seperate charge;


          

          

            
              	
                      xxxiii)
                         

                    	Cost,
                      expenses, fines and penalties incurred by the Lanlord due to
                      a violation
                      by Landlord of any lease or of any laws or legal
                      requirements;


            

             

          

          
            	
                    xxxiv)
                       

                  	Any
                    bad debt loss, rent loss or reserves for bad debts or rent loss;
                    


          

           

          
            	
                    xxxv)
                       

                     

                  	The
                    cost and expense incurred by Landlord in furnishing any service
                    to any
                    retail or non-office portions of the Building which is not furnished
                    to
                    the office space portions of the Building;


          

           

        

      

      
        	
                xxxvi)
                   

              	The
                cost of any judgment resulting from any tort liability of Landlord
                and any
                attorneys' fees incurred in connection with the
                same;


      

       

    

    
      	
              xxxvii)
 

            	
              The
                cost of correcting defects in building construction for the Building
                including noncompliance with governmental codes and laws, and repairs
                or
                replacements caused by Landlord's
                negligence or the negligence, of its agents, employees or
                contractors;

            


    

     

    
      	
              xxxviii)  

            	
              Any
                expenses, costs and disbursements relating to or arising in any way,
                directly or indirectly from handling, removal, treatment, disposal
                or
                replacement of asbestos, asbestos containing materials or other Hazardous
                Materials in the Building;

            


    

     

    
      	
              xxxix)  

            	
              Costs
                reimbursed to Landlord
                by governmental authorities;
                and

            


    

     

    
      	
              xxxx)
 

            	
              All
                other items which under generally accepted accounting principles,
                as
                consistently applied in the real estate industry for first-class
                office
                buildings are properly classified as capital expenditures except,
                however,
                as specifically permitted by this
                Lease.

            


    

     

    
      	
               d)

               

            	
              "Tenant's
                Share means 5.50%, which is calculated by dividing the Usable Area
                of the
                Premises (11,357
                square feet) by the Usable Area of the Building (206,488 square feet)
                multiplied by 100.

            


    

     

    Section
      4.2. Calculationof
      Tenant's Share of Increases in Operating Expenses. If commencing
      withrthe calendar year 2008, the Operating Expenses for any calendar year during
      the Term, or portion thereof,
      (including the last calendar year of the Term), have increased over
      the
      Operating Expenses for the Calendar year 2007 (the "Base Year"), then within
      thirty (30) days after Tenant's receipt of Landlord's computation of such
      increase (an "Escalation Statement"), Tenant shall pay to Landlord, as
      Additional Rent, an amount equal to the product obtained by multiplying such
      increase by Tenant's Share. if Landlord fails to provide an Escalation Statement
      within three (3) years after the calendar year to which
      suchiEscalation
      Statement
      is applicable, Landlord shalt be deemed to have waived its right to collect
      any
      Additional Rent for such
      calendar year for which Tenant had not theretofore been
      billed.

     

    Landlord
      may at or after the start of any calendar year subsequent to the Base Year
      notify Tenant or the amount which Landlord estimates will be Tenant's monthly
      share of any such increase in Operating Expenses
      for such calendar year over the Base Year and the amount thereof shall
      be
      added to the Fixed Monthly Rent payments required to be made by Tenant in such
      year If Tenant's Share of any such increase in rent payable hereunder as shown
      on the Escalation Statement is greater or less than the total amounts actually
      billed to and paid by Tenant during the year covered by such statement, then
      within thirty (30) days thereafter, Tenant shall pay in cash any sums owed
      Landlord or if applicable, Tenant shall either receive a credit against any
      Fixed Monthly Rent and/or Additional Rent next accruing for any sum I owed
      Tenant, or if Landlord's Escalation Statement
      is rendered after the expiration or earlier termination of this Lease
      and
      indicates that Tenant's estimated payments have exceeded the total amount to
      which Tenant was obligated, then provided that Landlord is not owed any other
      sum by Tenant, Landlord shall issue
      a cash refund to Tenant within thirty (30) days after Landlord's
      completion of such Escalation Statement.

     

    Section
      4.2.1 Audit Right. Within one (1) year after receipt, of a statement by
      Tenant, if Tenant disputes the amount of Additional Rent set forth in the
      statement, an accountant (which accountant is not working
      on a contingency fee basis
      and which shall be hereinafter referred to as "Tenant's Accountant"),
      designated and paid for by Tenant, may after reasonable notice to Landlord
      and
      at reasonable times, inspect and copy Landlord's records with respect to such
      statement at Landlord's offices,
      provided that Tenant is not then in default under this Lease beyond
      any
      applicable notice and cure period and Tenant has paid all amounts required
      to be
      paid under the applicable statement. In connection with such inspection, Tenant
      and Tenant's agents must
      agree in advance to follow Landlord's reasonable rules and procedures
      regarding inspections of Landlord's records, and shall execute a mutually
      acceptable confidentiality agreement regarding such inspection. Tenant's failure
      to dispute the amount of
      Additional Rent set forth in any Statement within one (1) year of Tenant's
      receipt of such statement shall be deemed to be Tenant's approval of such
      statement and Tenant, thereafter, waives the right or ability to dispute the
      amounts set forth in such statement. If after such inspection, Tenant still
      disputes
      such Additional Rent, a determination as to the proper amount shall
      be
      made, at Tenant's expense, by an independent certified public accountant
      selected by Landlord (which accountant has not previously been retained by
      Landlord and which shall he hereinafter referred
      to as "Landlord's Accountant") and subject to Tenant's reasonable approval;
      provided that if such determination by Landlord's Accountant proves that
      Operating Expenses were overstated by more than five percent (5%), then the
      overstated amount shall be repaid to Tenant and the cost of Landlord's
      Accountant and the costs of Tenant's Accountant shall be paid for by Landlord.
      Tenant hereby acknowledges that Tenant's sole right to inspect and copy
      Landlord's books and records and io contest the amount of Operating Expenses
      payable by Tenant shall be as set forth in
      this Section 4.2 and Tenant hereby waives any and all other rights
      pursuant to applicable law to inspect such books and records and/or to contest
      the amount of Operating Expenses payable by Tenant. In the event Tenant does
      not
      agree as to the determination made by Landlord's accountant, Tenant may notify
      Landlord that Tenant desires to have such disagreement determined by an arbiter,
      and within fifteen (15) days thereafter Landlord and Tenant shall designate
      a
      certified public accountant (the ?Arbiter") whose determination made in
      accordance with this Section 4.2 shall be binding upon the arties. If Tenant
      fails to notify Landlord of Tenant's desire to have such disagreement determined
      by an Arbiter within 60 days after the determination of Landlord's Accountant,
      then the determination of Landlord's Accountant shall be conclusive and binding
      on Tenant. IT the Arbiter Shall substantially confirm the determination of
      Landlord's Accountant, then Tenant shall pay the cost of the Arbiter. If the
      Arbiter shall substantially confirm the determination of Tenant, then Landlord
      shall pay the cost of the Arbiter. In all other events, the cost of the Arbiter
      shall be borne equally by Landlord and Tenant, The Arbiter shall be a member
      of
      a national independent certified public accounting firm, which has not been
      previously employed by Landlord or Tenant and with not less than ten (10) years
      experience in commercial leasing. If Landlord and Tenant shall be unable to
      agree upon the designation of the Arbiter within fifteen (15) days after receipt
      of written notice from Tenant requesting agreement as to the designation of
      the
      Arbiter, which notice shall contain the names and addresses of two or more
      certified public accountants meeting the requirements set forth above who are
      acceptable to Tenant, then either party shall have the right to request, the
      American Arbitration Association, Jams/endispute (or any organization which
      is
      the successor thereto) (the qA.A.A") to
      designate as
      the Arbiter a member of a national certified public accounting firm whose
      written determination shall be conclusive and binding upon the parties, and
      the
      cost of such certified public accountant shall be borne as provided above in
      the
      case of the Arbiter designated by Landlord and Tenant. The Arbiter's written
      determination shall be made within thirty (30) days of the Ai, -biter's
      appointment and shall only apply to the additional rent in dispute. In rendering
      such written determination such Arbiter shall not add to, subtract from or
      otherwise modify the provisions of this Lease. If Tenant shall prevail in such
      contest, Landlord shall make an appropriate refund to Tenant Within thirty
      (30)
      days of the written determination of the Arbiter.

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    Section
      4.3. Tenant's Payment
      of Direct Charges, as
      AdditionalRent.
      Tenant shall promptly and duly; pay all costs and expenses
      incurred for or in connection with any Tenant Change (as such term is defined
      in
      Section 12.12 of this Lease) or Tenant Service (as such term is defined in
      Section 8.10 of this Lease), and discharge any mechanic's or other lien created
      against the Premises, Building or the Real Property arising as a result of
      or in
      connection with any Tenant Change or Tenant Service as Additional Rent by paying
      the same, bonding or manner otherwise provided by law.

     

    Any
      other
      cost, expense, charge, amount or sum (other than Fixed Monthly Rent) payable
      by
      Tenant as provided in this Lease shall also be considered Additional
      Rent.

     

    Certain
      individual items of cost or expense may, in the reasonable determination of
      Landlord, be separately charged and billed to Tenant by Landlord, either alone
      or in conjunction with another party or parties, if they are deemed in good
      faith by Landlord to apply solely to Tenant and/or such other party or parties
      and are not otherwise normally recaptured by Landlord as part of normal
      operating expenses. Insofar as is reasonable, Landlord shall attempt to give
      Tenant prior notice and the opportunity to cure any circumstance that would
      give
      rise to such separate and direct, billing.

     

    Said
      separate billing shall be paid as Additional Rent, regardless of Tenant's Share.
      Such allocations by Landlord shall be binding on Tenant unless patently
      unreasonable, and shall be payable within ten (10) days after receipt of
      Landlord's billing therefor.

    
      ARTICLE`5

      ETHICS

       

    

    Section
      5.1. Ethics.
      Landlord and Tenant agree to conduct their business or practice in
      compliance with any appropriate and applicable codes of professional or business
      practice.

     

    ARTICLE
      6

    USE
      OF PREMISES

     

    Section
      6.1. Use. The Premises shall only be used for general office use
      consistent with the operation of a first-class office building on the;Olympic
      Corridor in the West Los Angeles area (the "Specified Use") and for no other
      purposes, without Landlord's prior written consent, which consent shall be
      in
      Landlord's sole discretion. Any proposed revision of the Specified Use by Tenant
      shall be for a use consistent with those customarily found in first-class office
      buildings. Reasonable grounds for Landlord withholding its consent shall
      include. but not be limited to:

     

    
      	
              a)  

            	
              the
                proposed use will place a disproportionate burden on the Building
                systems;

            


    

     

    
      	
              b)  

            	
              the
                proposed user is for governmental or medical purposes or for a company
                whose primary business is that of conducting boiler-room type transactions
                or sales;

            


    

     

    
      	
                 c)

            	
              the proposed use would generate excessive foot
                traffic
                to the Premises and/or Building.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    So
      long
      as Tenant is in control of the Premises, Tenant covenants and agrees that it
      shall not use, suffer or permit any person(s) to use all or any portion of
      the
      Premises for any purpose in violation of the laws of the United States of
      America, the State of California, or the ordinances, regulations or requirements
      of the City or County of Los Angeles, or other lawful authorities having
      jurisdiction over the Building,

     

    Tenant
      shall not do or permit anything to be done in or about the Premises which will
      materially obstriict or unreasonably interfere with the rights of other tenants
      or occupants of the Building, or injure them; Tenant shall not use or allow
      the
      Premises to be used for any pornographic or violent purposes, nor shall Tenant
      cause, commit, maintain or permit the continuance of any nuisance or waste
      in,
      on or aboui the Premises. Tenant shall not use the Premises in any manner that
      in Landlord's reasonable judgrhent would adversely affect or interfere with
      any
      services Landlord is required to furnish to Tenant or to any other tenant or
      occupant of the Building, or that would interfere with or obstruct the proper
      and economical rendition of any such service.

     

    Section
      6.2. Exclusive Use Landlord represents that Tenant's Specified Use of
      the Premises does not conflict with exclusive use provisions granted by Landlord
      in other leases for the Building. Landlord further agrees that it shall, in
      the
      future, not grant an exclusive use privilege to any other tenant in the Building
      that will prevent Tenant from continuing to use the Premises for its Specified
      Use.

     

    Tenant
      acknowledges and agrees that it shall not engage in any of the uses specified
      hereinbelow, for NvItich Landlord has already granted exclusive
      rights:

     

    As
      a
      primary business, an Italian-style restaurant.

     

    Provided
      that Tenant has received written notice of the same from Landlord, and further
      provided that Landlord does not grant a future exclusive use right
      that'prohibits Tenant from engaging in the Specified Use then Tenant agrees
      that
      it shall not violate any exclusive use provision(s) granted by Landlord to
      other
      tenants in the Building.

     

    Section
      6.3.Rules and Regulations. Tenant shall observe and
      comply with the rules and regulations set forth in Exhibit C and such other
      and
      further reasonable and non-discriminatory rules and regulations as Landlord
      may
      make or adopt and communicate to Tenant at any time or from time to time, when
      said rules, in the reasonable judgment of Landlord, may be necessary or
      desirable to ensure the first-class operation, maintenance, reputation or
      appearance of the Building. However, if any conflict arises between the
      provisions of this Lease and any such rule or regulation, the, provisions of
      this Lease shall 'control.

     

    Provided
      Landlord makes commercially reasonable efforts to seek compliance by all
      occupants of the building with the rules and regulations adopted by Landlord,
      Landlord shall not be responsible to Tenant for the failure of any other tenants
      or occupants of the Building to comply with said rules and
      regulations.

     

    ARTICLE 
      7

    CONDITION
      UPON VACATING & REMOVAL OF PROPERTY

     

    Section
      7.1. Condition upon Vacating. At the expiration or earlier termination
      of this Lease, Tenant shall;

     

    
      	
              a)

            	
               terminate
                its occupancy of quit and surrender to Landlord, all or such portion
                of
                the Premises upon Which this Lease has so terminated, broom-clean
                and in
                substantially similar condition as received except
                for:

            


    

     

    
      	
              i)  

            	
              ordinary
                wear and tear, or

            


    

     

    
      	
              ii)  

            	
              loss
                or damage by fire or other casualty which shall not have been caused
                by
                the gross negligence or willful misconduct of Tenant or its agents,
                clients, contractors, employees, invitees, licensees, officers, partners
                or shareholders; and

            


    

     

    
      	
              b)

            	
              surrender
                the Premises free of any and all debris and trash and any of Tenant's
                personal property, furniture, fixtures and equipment that do not
                otherwise
                become a part of the Real Property, pursuant td the provisions contained
                in Section 7.2 hereinbelow; and,

            


    

     

    
      	
              c)

            	
              at
                Tenant's sole expense, forthwith and with all due diligence remove
                any
                Specialty Alteration (as liereinafter defined) made by Tenant, provided
                Landlord has previously notified Tenant of its obligation to remove
                such
                Specialty Alteration at the time Landlord approved Tenant's request
                for
                such Specialty Alteration. If Tenant fails to complete such removal
                and/or
                to repair any damage caused by the removal of any Specialty Alterations,
                Landlord may do so and may charge the reasonable cost thereof to
                Tenant.
                For purposes of this Lease, "Specialty Alterations" shall mean any
                Tenant
                Change, work, alteration or installation that are not typical or
                standard
                office alterations. Tenant shall have no obligation to remove any
                Tenant
                Change or other work, alteration or installation that is not a Specialty
                Alteration. Tenant shall not be obligated to remove any of the
                IMprovements (as such term is defined in Exhibit
                B).

            


    

     

    Section
      7.2.Tenant's Property. All fixtures, equipment,
      improvements and installations attached or builtlinto
      the Premises at any time during the Term shall, at the expiration or earlier
      termination of this Lease, be deemed the properly of Landlord; become a
      permanent part of the Premises and remain therein. However, if said equipment,
      improvements and/or installations can be removed without causing any structural
      damage to the Premises, then, provided after such removal Tenant restores the
      Premises to the condition existing prior to installation of Tenant's trade
      fixtures or equipment Tenant shall be permitted, at Tenant's sole expense,
      to
      remove said trade fixtures and equipment.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    ARTICLE
      8

    UTILITIES
      AND SERVICES

     

    Section
      8.1. Normal Building Hours / Holidays. The "Normal
      Business Hours" of the Building, during which Landlord shall furnish the
      services specified in this Article 8 are defined as 8:00 A.M. to 6:001 P.M.,
      Monday through Friday, and 9:00 A.M. to 1:00 P.M. on Saturday, any one or more
      Holiday(s) excepted.

     

    The
      ‘`Holidays" which shall be observed by Landlord in the Building are defined
      as
      any federally-recognized holiday and any other holiday specified herein, which
      are New Years Day, Presidents' Day, Mentorial Day, the 4th of July, Labor Day,
      Thanksgiving Day, the day after Thanksgiving, and Christmas Day (each
      individually a '`Holiday"). Tenant acknowledges that the Building shall be
      closed on etich and every such Holiday, and Tenant shall not be guaranteed
      access to Landlord or Landlord's manging
      agent(s) on each such Holiday.

     

    Section
      8.2. Access to the Building and General Services. Subject to Force
      Majeure and any power outage(s)
      which may occur in the Building when the same are out of Landlord's reasonable
      control, Landlord shall furnish the following services to the Premises
      twenty-four (24) hours per day, seven days per Week:

      

    
      
        	a)	during
                Normal Business Hours, bulb replacement for building standard
                lights;
	b)	access
                to and use of the parking facilities for persons holding valid parking
                permits;
	c)	access
                to and use of the elevators and Premises;
	d)	use
                of electrical lighting on an as-needed basis within the Premises;
                and
	e)	use
                of a reasonable level of water for kitchen and toilet facilities
                in the
                Premises and common area bathrooms.



    

     

    Section
      8.3. Janitorial Services. Landlord shall furnish the Premises with
      reasonable and customary janiterial services five (5) days per business week,
      except when the Building is closed on any Holiday. Landlord shall retain the
      sole discretion to choose and/or revise the janitorial company providing said
      services to the Premises and/or Building.

     

    Section
      8.4. Security Services. Tenant acknowledges that Landlord currently
      provides uniformed guard service to the Building twenty-four (24) hours per
      day,
      seven (7) days per week, solely for the purposes of providing surveillance
      of,
      and information and directional assistance to persons entering the
      Building.

     

    Tenant
      acknowledges that such guard service shall not provide any measure of security
      or safety to the Building or the Premises, and that Tenant shall take such
      actions as it may deem necessary and reasonable to ensure the safety and
      security of Tenant's property or person or the property or persons of Tenant's
      agents, clients, contractors, directors, employees, invitees, licensees,
      officers, partners or shareholders. Tenant agrees and acknowledges that except
      in the case of the gross negligence or willful misconduct of Landlord or its
      directors, employees, officers, partners or shareholders, Landlord shall not
      be
      liable to Tenant in any manner whatsoever arising out of the failure of
      Landlord's guard service to secure any person or property from
      harm.

     

    Tenant
      agrees and acknowledges that Landlord, in
      Landlord's sole discretion, shall have the option, but not the obligation
      to add, decrease, revise the hours of and/or change the level of services being
      provided by any guard company serving the Building, so long as such services
      are
      in keeping with the standards of Comparable Buildings. Tenant further agrees
      that Tenant shall not engage or hire any outside guard or security company
      without Landlord's prior written consent, which shall be in Landlord's sole
      discretion.

     

    Section
      8.5. Utilities. During Normal Business Hours Landlord shall furnish a
      reasonable level of water, heat, ventilation and air conditioning ("HVAC")
      to
      the Premises consistent with that provided by landlords of comparable
      first-class office buildings in the West Los Angeles area and a sufficient
      amount of electric current to provide customary business lighting and to operate
      ordinary office business machines, such as a single personal computer and
      ancillary printer per one hundred tmd twenty (120) rentable square feet
      contained in the Premises, facsimile machines, small copiers customarily used
      for general office purposes, and such other equipment and office machines as
      do
      not result in above standard use of
      the existing electrical system. So long as the same remain reasonably
      cost competitive, Landlord shall retain the sole discretion to choose the
      utility vendor(s) to supply such services to the Premises and the
      Building.

     

    Except
      with the prior written consent of Landlord, which shall not be unreasonably
      withheld, conditioned and/or delayed, Tenant shall not install or use any
      equipment, apparatus or device in the Premises that requires the installation
      of
      a 220 voltage circuit; consumes more than five (5) kilowatts per hour per,
      item;
      or the aggregate use ofwhich will in any way increase the connected load to
      more
      than 5 Watt's per square foot, or cause the amount of electricity to be
      furnished or supplied for use in the PreMises to more than 1.2 kWh per usable
      square foot, per month.

     

    Except
      with the prior written consent of Landlord, Tenant shall not connect any
      electrical equipment to the electrical system, of the Building, except through
      electrical outlets already existing in the Premises, nor shall Tenant pierce,
      revise, delete or add to the electrical, plumbing, mechanical or HVAC systems
      in
      the Premises.


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

     

    Section
      8.6. After Hours HVAC and/or Excess Utility Usage. If Tenant requires
      HVAC service during other than Normal Business Hours ("Excess HVAC"), Tenant
      shall make its request in writing at least three (3) hours before the close
      of
      the normal business day. Otherwise, Landlord shall have no obligation to provide
      Excess HVAC. Tenant's request shall be deemed conclusive evidence of its
      willingness to pay Landlord's actual costs specified herein, As of the date
      of
      the Lease, the prevailing afterThours HVAC charge in the Building is $65.00
      per
      hour.

     

    If
      Tenant
      requires electric current in excess of the amounts specified hereinabove, water
      or gas in excess of that customarily furnished to the Premises as office space
      ("Excess Utility Use"), Tenant shall first (procure Landlord's prior written
      consent to such Excess Utility Use, which Landlord may reasonably
      refuse.

     

    In
      lieu
      of Landlord's refusal, Landlord may cause a meter or sub-meter to be installed
      to measure the amount of water, gas and/or electric current consumed by Tenant
      in the Premises. The cost of any such meter(s), and the installation,
      maintenance, and repair thereof; shall be paid by Tenant as Additional
      Rent

     

    After
      completing installation of said meter(s), and/or if Tenant requests Excess
      HVAC,
      then Tenant shallipay, as Additional Rent, within thirty (30) calendar days
      after Tenant's receipt of Landlord's billing, for the actual amounts of all
      water, steam, compressed air, electric current and/or Excess HVAC consumed
      beyond the normal levels Landlord is required herein to provide. Said billing
      shall he calcUlated on the usage indicated by such meter(s), sub-meter(s),
      or
      Tenant's written request, therefor,
      and shall
      be issued by Landlord at the rates charged for such services by the local public
      utility lumiShing the same, plus any additional expense reasonably incurred
      by
      Landlord in providing said Excess Utility Use and/or in keeping account of
      the
      water, steam, compressed air and electric current so consumed.

     

    Section
      8.7. Changes affecting HVAC. Tenant shall also pay as Additional Rent
      for any additional costs) Landlord incurs to repair any failure of the HVAC
      equipment and systems to perform their function when said failure arises out
      of
      or in connection with any change in, or alterations to, the arrangement of
      partitioning in the Premises after the Delivery Date, or from occupancy by,
      on
      average, more than one person for every two hundred and fifty (250) usable
      square feet of the Premises, or from Tenant's failure to keep all HVAC vents
      within the Premises free of obstruction.

     

    Section
      8.8. Damaged or Defective Systems. Tenant shall give written notice to
      Landlord within twenty-four (24) business hours of any alleged damage to, or
      defective condition in any part or appurtenance of the Building's sanitary,
      electrical, HVAC or other systems serving, located in, or passing throtigh,
      the
      Premises. Provided that the repair or remedy of said damage or defective
      condition is within the reasonable control of Landlord, it shall be remedied
      by
      Landlord with reasonable diligence. Otherwise, Landlord shall make such
      commercially reasonable efforts as may be available to Landlord to effect such
      remedy or repair, but except in the case of Landlord's gross negligence and/or
      willful misconduct or the gross negligence and/or willful misconduct of
      Landlord's agents, contractors, direetors, employees, officers, partners, and/or
      shareholders, Landlord shall not be liable to Tenant for any failure
      thereof.

     

    Tenant
      shall not be entitled to claim any damages arising from any such damage or
      defective condition nor shall Tenant be entitled to claim any eviction by reason
      of any such damage or defective condition unless:

     

    
      	
              a)  

            	
              the
                same was caused by Landlord's gross negligence or willful misconduct
                while
                operating or maintaining the Premises or the
                Building;

            


    

     

    
      	
              b)  

            	
              the
                damage or defective condition has substantially prevented Tenant
                from
                conducting its normal business operations;
                and

            


    

     

    
      	
              c)  

            	
              Landlord
                shall have failed to commence the remedy thereof and proceeded with
                reasonable diligence to complete the same after Landlord's receipt
                of
                notice thereof from Tenant.furthermore,
                if such damage or defective condition was caused by, or is attributed
                to,
                a Tenant Change or the gross negligence or willful misconduct of
                Tenant or
                its employees, licensees or
                invitees:

            


    

     

    
      	
              d)  

            	
              the
                cost of the remedy thereof shall be paid by Tenant as Additional
                Rent
                pursuant to the provisions of Section
                4.3;

            


    

     

    
      	
              e)  

            	
              in
                no event shall Tenant be entitled to any abatement of rent as specified
                below: and

            


    

     

    
      	
              f)  

            	
              Tenant
                shall be estopped from making any claim for damages arising out of
                Landlord's repair thereof

            


    

     

    Section
      8.9. Limitationon Landlord's Liability for Failure to Provide
      Utilities and/or Services. Except in the case of Landlord's gross
      negligence or willful misconduct or the;gross negligence or willful misconduct
      of Landlord's agents, contractors, directors, employees, licensees, officers,
      partners or shareholders, Tenant hereby releases Landlord from any liability
      for
      damages, by abatement of rent or otherwise, for any failure or delay in
      furnishing any of the services or utilities specified in this Article 8
      (incliKling, but not limited to telephone and telecommunication services),
      or
      for any diminution in the quality or quantity thereof.

     

    Tenant's
      release of Landlord's liability shall be applicable when such failure, delay
      or
      diminution is occasioned, in whole or in part, by repairs, replacements, or
      improvements, by any strike, lockout or other labor trouble, by Landlord's
      inability to secure electricity, gas, water or other fuel at the Building after(
      Landlord's reasonable effort to do so, by accident or casualty whatsoever,
      by
      act or default of Tenant or parties other than Landlord, or by any other cause
      beyond Landlord's reasonable control. Such failures, delays or diminution shall
      never be deemed to constitute a constructive eviction or disturbance of Tenant's
      use and possession of the Premises, or serve to relieve Tenant from paying
      Rent
      or performing any of its obligations under the Lease.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Furthermore,
      Landlord shall not be liable under any circumstances for a loss of injury to,
      or
      interference with Tenant's business, including, without limitation, any loss
      of
      profits occurring or arising through or in connection with or incidental to
      Landlord's failure to furnish any of the services or utilities required by
      this
      Article 8.

     

    Notwithstanding
      the above, Landlord shall use commercially reasonable efforts to remedy any
      delay, defect or insufficiency in providing the services, and or
      utilities
      required hereunder.

     

    Notwithstanding
      the foregoing, if Tenant is prevented from using and does not use the Premises
      or any portion thereof, as a result of (i) Landlord's failure to provide
      services or utilities as required by this Lease, or (ii) Landlord's exercise
      of
      its rights under Section 12,11 below (an "Abatement Event"), then five
      15)
      consecutive business days after Landlord's receipt of any such Notice (the
      "Eligibility Period"), Tena t shall give Landlord Notice of such Abatement
      Event
      and if such Abatement Event continues for and such failure is in no way
      attributable to or caused by the negligence or willful misconduct
      of

     

    Tenant,
      then the Fixed Monthly Rent and Additional Rent shall be abated or reduced,
      as
      the case may be„after expiration of the Eligibility Period for such time that
      Tenant continues to be so prevented from using, and does not use the Premises,
      or a portion thereof, in the proportion that the rentable area of the portion
      of
      the Premises that Tenant is prevented from using, and does not use ("Unusable
      Area"), bears to the total rentable area of tile Premises; provided, however,
      in
      the event that Tenant is prevented from using, and does not use the Unusable
      Area for a period of time in excess of the Eligibility Period and the remaining
      portion of the Premises is not sufficient to allow Tenant to effectively conduct
      its business therein and if Tenant does not conduct its business from such
      remaining portion, then for such time after expiration of the Eligibility Period
      during which Tenant is so prevented from effectively conducting its business
      therein, the Fixed Monthly Rent and Additional Rent for the entire Premises
      shall be abated for such 1 time as Tenant continues to be so prevented from
      usMg, and does not use the Premises, If however, Tenant reoccupies any portion
      of the Premises during such period, the Rent allocable to such reoccupied
      portion, based on the pmportion that the rentable area of such reoccupied
      portion of the Premises bears to the total rentable area of the Premises, shall
      be payable by Tenant from the date Tenant reoccupies such portion of the
      Premises. Such right to abate Fixed Monthly Rent and Additional Rent shall
      be
      Tenant's sole and exclusive remedy at law or in equity for an Abatement
      Event.

     

    Section
      8.10. Tenant Provided Services. Tenant shall make no contract or employ any
      labor in connection with the maintenance, cleaning or other servicing of the
      physical structures of the Premises or for installation of any computer,
      telephone or other cabling, equipment or materials provided in or to the
      Premises (collectively and individually a "Tenant Service") without the prior
      consent of Landlord, which consent shall not be unreasonably withheld. Tenant
      shall not permit the use of any labor, material or equipment in the performance
      of any Tenant Service if the use thereof, in Landlord's reasonable judgment,
      would violate the provisions of any agreement between Landlord and any union
      providing work, labor or services in or about the Premises, Building and/or
      create labor disharmony in the Building.

     

    ARTICLE
      9

    TENANT'S
      INDEMNIFICATION AND LIMITATION ON LANDLORD'S LIABILITY


     

    Section
      9.1. Tenant'sIndemnification
      and Hold Harmless. For the purposes of this Section 9.1,
      "Indemnitee(s)" shall jointly and severally refer to Landlord and Landlord's
      agents, clients, contractors, directors, employees, officers, partners, and/or
      shareholders.

     

    Tenant
      shall indemnify and hold Indemnitees harmless from and against all claims,
      suits, demands, damages, judgments, costs, interest and expenses (including
      reasonable attorneys fees and costs incurred in th;defense thereof) to which
      any
      Indemnitee may be subject or suffer to the extent arising out of the negligence
      or willful misconduct of Tenant or the negligence or willful misconduct of
      Tenant's agents, contractors,
      directors, employees, licensees, officers, partners or shareholders in
      connection with the use of work in construction to or actions in on upon or
      about the Premises, including any actions relating to the installation,
      placement, or removal of any Tenant Chang; improvements, fixtures and/or
      equipment in, on, upon or about the Premises.

     

    Tenant's
      indemnification shall extend to any and all claims and occurrences, whether
      for
      injury to or death of any person or persons, or for damage to property
      (including any loss of use thereof), or otheliwise, occurring during the Term
      or
      prior to the Commencement Date (if Tenant has been given early access to the
      Premises for whatever pin-pose), and to all claims arising from any condition
      of
      the Premises due to or resulting from any default by Tenant in the keeping,
      observance or performance of any covenant or provision of this Lease, or from
      the negligence or willful misconduct of Tenant or the negligence or willful
      misconduct of Tenant's agents, contractors, directors, employees, licensees,
      officers, partners or shareholders.

     

    Section
      9.2. Nullityof
      Tenant's Indemnification in Event of Negligence. Notwithstanding
      anything to the contrary contained in this Lease, Tenant's indemnification
      shall
      not extend to the negligence or willful misconduct of Landlord or the negligence
      or willful misconduct of Landlord's agents, contractors, directors, employees,
      officers, partners or shareholders, nor to such events and occurrences for
      which
      Landlord otherwise carries insurance coverage.

     

    Section
      9.3. Tenant's Waiver of Liability. Provided and to the extent
      that any injury or damage suffered by Tenant or Tenant's agents, clients,
      contractors, directors, employees, invitees, officers, partners, and/or shareholders did not arise out of the
      negligence or
      willful misconduct of Landlord or the negligence or willful misconduct of
      Landlord's agents, contractors, employees, officers, partners or sharehOlders,
      Tenant shall make no claim against Landlord and Landlord shall not be liable
      or
      responsible in any way for and Tenant hereby waives all claims against Landlord
      with respect to or arisiniout of injury or damage to any person or property
      in
      or about the Premises by or from any cause whatsoever under the reasonable
      control or management of Tenant.

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Section
      9.4. Limitation of Landlord's Liability. Tenant expressly agrees that
      notwithstanding anything in this Lease and/or any applicable law to the
      contrary, the liability of Landlord and Landlord's agents,: contractors,
      directors, employees, licensees, officers, partners or shareholders, including
      any succesSor in interest thereto (collectively and individually the "Landlord
      Parties"), and any recourse by Tenant! against Landlord or the Landlord Parties
      shall be limited solely and exclusively to an amount i which
      is
      equal to the interest of Landlord in the Building and any insurance or sale
      proceeds or profits received by Landlord.

     

    Tenant
      specifically agrees that neither Landlord nor any of the Landlord Parties shall
      have any personal liability therefor. Further, Tenant hereby expressly waives
      and releases such personal liability on behalf of itself and all persons
      claiming by through or under Tenant.

     

    Section
      9.5. Transfer of Landlord's Liability. Tenant expressly agrees that to
      the extent that any transferee assumes the obligations of Landlord hereunder,
      and provided Landlord has either transferred the coinpletc Security Deposit
      held
      pursuant to this Lease or refimded the same to Tenant as of the dine of such
      transfer, then the covenants and agreements on the part of Landlord to be
      performed under this Lease which arise and/or accrue after the date of such
      transfer shall not be binding upon Landlord herein named from and after the
      date
      of transfer of its interest in the Building.

     

    Section
      9.6. Landlord's Indemnification. Notwithstanding any contrary provision
      of this Lease, Landlord shall indemnify, and hold Tenant and Tenant's agents,
      clients, directors, officers, partners, emploYees, shareholders and contractors
      harmless from and against, any and all claims, causes of action, liabilities,
      losses, costs and expenses, including reasonable attorney's fees and court
      costs, arising from or in connection with:

     

    
      	
              a)  

            	
              Any
                activity occurring, or condition existing, at or in the Building
                and/or
                the Real Property (other than in the Premises) when such activity
                or
                condition is under the reasonable control of Landlord, except and
                to the
                extent the same is caused by the negligence or willful misconduct
                of
                Tenant or Tenant's employees, agents, licensee, invitees, or contractors,
                or by Tenant's breach or default in the performance of any obligation
                under this Lease;

            


    

    
      	
              b)  

            	
              Any
                activity occurring, or condition existing in the Premises when, and
                to the
                extent caused by the negligence or willful misconduct of Landlord
                or
                Landlord's employees, agents or contractors;
                or

            


      	c)  	Any
              breach by Landlord of any of Landlord's obligations under this
              Lease.


    

      
      

    ARTICLE
      10

    COMPLIANCE
      WITH LAWS

     

    SectiOn
      10.1.Tenant's Compliance with Laws. Tenant shall not
      use permit to be used or permit anything to be done in or about all or any
      portion of the Premises which will in any way violate any laws, statutes,
      ordinances, rules, orders or regulations duly issued by any governmental
      authority having jurisdiction over the Premises or the provisions of this Lease,
      or by the Board of Fire Undenvriters (or any successor thereto) (collectively
      "Codes" or "Applicable Laws").

     

    Section
      10.2. TenanttoComply at
      SoleExpense. Tenant shall, at its sole expense,
      promptly remedy any violation of such Codes, provided, however, that nothing
      contained in this Section 102 shall require Tenant to make any structural
      changes to the Premises, unless such changes are required due to either Tenant
      or Tenant's agents, clients, contractors, directors, employees, invitees,
      licensees, officers, partners or shareholders use of the Premises for purposes
      other than general office purposes consistent with ;.J. Class A office
      building.

     

    Section
      10.3.Conclusive Evidence of
      Violation.Intentionally Omitted.

     

    Section
      10.4. Landlord'sOperation of Building. Landlord shall
      operate, lease, manage and maintain the Bnilding, common areas, parking
      facilities and Real Property at all times during the Term in a first class
      Manner similar to other Class A office buildings located in along the Olympic
      Corridor in the West Los Angeles area of the Building.

     

    ARTICLE
      11

    ASSIGNMENT
      AND SUBLETTING

     

    Section
      11.1.Permission Required for Assignment or Sublet.
Unless Landlord's prior written consent has been
      given, which consent
      shall not be unreasonably withheld, conditioned and/or delayed (subject to
      the
      express provisions of this Article 11), this Lease shall not nor shall any
      interest herein, be assignable as to the interest of Tenant by operation of
      law;
      nor shall Tenant:

     

    
      	
              a)  

            	
              assign
                Tenant's interest in this Lease; or

            


    

    
      	
              b)  

            	
              sublet
                the Premises or any part thereof or permit the Premises or any part
                thereof to be utilized by anyone other than Tenant, whether as by
                a
                concessionaire, franchisee, licensee, permittee or otherwise
                (collectively, a "sublease")

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
       

      In
        addition, except for Transfers under clauses (a) or (b), Tenant shall not
        mortgage, pledge, encumber or otherwise transfer this Lease, the Term, and/or
        estate hereby granted or any interest herein withOut Landlord's prior written
        consent, which consent may be granted or withheld in Landlord's sole and
        absolute discretion.

       

      Any
        assignment, mortgage, pledge, encumbrance, transfer,or sublease (collectively,
        any `Transfer") without Landlord's prior written consent shall be voidable,
        and,
        in Landlord's sole election, shall constitute a material default under this
        Lease.

       

      Seetion
        11.2. Voluntary Assignment due to Changes in Structure of Tenant. Any
        dissolution, merger, consolidation, or other reorganization of Tenant, or
        the
        single sale or other transfer of a controlling percentage of the capital
        stock
        of Tenant (other than the sale of such stock pursuant to a nubile offering
        that
        results in a majority of the same members of the Board and executive officers
        remaining in control of said corporation) and or the single sale of fifty
        percent (50%) or more of the value of the assets of Tenant, shall be deemed
        a
        voluntary assignment. The phrase "controlling percentage" means the ownership
        of, and the right to vote stock possessing fifty percent (50%) or more of
        the
        total combined voting power of all classes of Tenant's capital stock issued,
        outstanding, and entitled to vote for the election of directors. Notwithstanding
        anything to the contrary contained herein, the preceding paragraph shall
        not
        apply to corporations whose stock is traded through a recognized United States
        exchange or over the counter.

       

      Any
        withdrawal or change (whether voluntary, involuntary, or by operation of
        law) in
        the partnership by one or more partners who own, in the aggregate fifty percent
        (50%) or more of the partnership, or the dissolution of the partnership,
        shall
        be deemed a voluntary assignment.

       

      If
        Tenant
        is comprised of more than one individual, a purported assignment (whether
        voluntary, involuntary, or by operation of law), by any one of the persons
        executing this Lease shall be deemed a voluntary assignment.

       

      Secion
        11.2.1. Tenant Affiliated
        Companies/Restructuring of Business Organization. Any contrary
        provision of this Article 11, notwithstanding and provided Tenant is
        not in Default, the assignment or subletting by Tenant of all or any portion
        of
        this Lease or the Premises to (i) a parent or subsidary of (x) Tenant or
        (y) any
        person or entity which controls Tenant, or (ii) any person or entity which
        controls, is controlled by or under common control with Tenant or a person
        or
        entity which controls tenant, or (iii) any entity which purchases all or
        substantially all the assets or stock of Tenant, or (iv) any entity into
        which
        Tenant or a person or entity which controls Tenant is merged or consolidated
        (all such persons or entities described in (i), (ii), (iii) and (iv) being
        sometimes hereinafter referred to as "Tenant Affiliates") shall not be deemed
        a
        Transfer under this Article 11 and thus shall not be subject to Landlord's
        prior
        consent, and Landlord shall not be entitled to any Net Rental Profit resulting
        therefrom, provided that:

       

      
        	
                       a)

              	
                any such Tenant Affiliate was
                  not formed as a
                  subterfuge to avoide the obligations of this
                  Article11;

              


      

      
        	
                       b)

              	
                Tenant gives Landlord written
                  notice of
                  any such assignment or sublease to a Tenant
                  Affiliate;

              


      

      
        	
                       c)

              	
                if said transfer of Tenant's
                  interest is
                  accomplised through an assignment, assignee shall assume, in a
                  written
                  document reasonably satisfactory to Landlord and delivered to Landlord
                  upon or prior to the effective date of such assignment, all the
                  obligations of Tenant under this Lease will respect to that portion
                  of the
                  Premises which is the subject of such Transfer;
                  and

              


      

      
        	
                       e)

              	
                Tenant and any Guarantor shall
                  remain
                  fully liable for all obligations to be performed by Tenant under
                  this
                  Lease.

              


      

       

      If 
Tenant
        fails to comply with the requirements
        of Section 11.2.1 (a) through (e), then any purported assignement or sublease
        which was made shall at the sole option of Landlord be made null, void and
        of no
        effect whatsoever.

       

    

    Section
      11.3. Request to.
      Assign or Sublease. If
      at any
      time during the Term, Tenant wishes to assign this Lease or any interest
      therein, or'to sublet all or any portion of the Premises, then at least twenty
      (20) days prior to the date when Tenant desires the assignment or sublease
      to be
      effective, Tenant shall give written notice to Landlord setting forth the name,
      address, and business of the proposed assignee or sublessee, business and
      personal credit applications completed on Landlord's standard application forms,
      and information (including references and such financial documentation as
      Landlord shall reasonably prescribe) 'concerning the character and financial
      condition of the proposed assignee or sublessee, the effective date of the
      assignment or sublease, and all the material terms and conditions of the
      proposed assignment, and with reference solely to a sublease: a detailed
      description of the space proposed to be sublet together with any rights of
      the
      proposed sublessee to use Tenant's improvements and/or ancillary services with
      the Premises.

     

    Section
      11.4.Landlord's
      Consent. Landlord
      shall have thirty (30) days after Tenant's notice of assignment and/or
      sublease is received with the financial information reasonably requested by
      Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) consent
      to such proposed assigrunent or sublease, or (ii) withholding of consent for
      reasonable reasons to such proposed assignment or sublease, in which event
      Landlord's notice shall be accompanied by an explanation of the reason for
      such
      disapproval, or (iii) election to terminate this Lease as to all of the space
      proposed to be sublet or as to the entire premises in the event of an assignment
      , such termination to be effective as of the date of the commencement of the
      proposed assignment or subletting (the "Effective Date"). If Landlord shall
      exercise its termination right hereunder, Landlord shall have the right to
      enter
      into a lease or other occupancy agreement directly with the proposed assignee
      or
      subtenant, and Tenant shall have no right to any of the rents or other
      consideration payable by such proposed assignee or subtenant under such other
      leasel or occupancy agreement, even if such rents and other consideration exceed
      the rent payable under this Lease by Tenant. Landlord shall have the right
      to
      lease the Premises to any other tenant, or not lease the Premises, in its sole
      and absolute discretion. Landlord and Tenant specifically agree that Landlord's
      right to terminate this Lease under clause (iii) above is a material
      consideration for Landlord's agreement to enter into this Lease and such right
      may be exercised in Landlord's sole and absolute discretion and no test of
      reasonableness shall be applicable thereto.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    11.4.1.
      Recapture Right Notice. In as much as Landlord has the right per
      Section 11.4(i6) above to elect to terminate the Lease as to all of the space
      proposed to be sublet or as to the entire premises in the event of an
      assignment, prior to giving Landlord a Section 11.3 Notice, Tenant may, give
      Landlord an advance written notice prior to Tenant actually selecting a broker
      to go to the marketplace to procure any specific transferee (in which case
      such
      advance notice from Tenant shall specify, with particularity whether Tenant
      intends to assign this Lease or sublease all or a specified portion of the
      Premises, and if a sublease, such advance notice shall also specify the term
      of
      the intended sublease (the "Recapture Right Notice").

     

    11.4.2
      Retractionof Transfer Notice or Recapture Right Notice.
Tenant shall have the right to retract Tenant's
      Section 11.3 Notice, or
      Recapture Right Notice upon written notification given to Landlord within five
      (5) business days of the date of Landlord's notice to Tenant electing to
      terminate the Lease. If Tenant does not timely provide Landlord with Tenant's
      notice retracting Tenant's Section 11.3 Notice or Recapture Right Notice
      and

     

    
      	
              (1)

            	
              Landlord
                terminates the Lease in whole, in the case of an assignment or a
                sublease
                of all of the Premises for a portion of the then Lease Term, then
                neither
                Landlord nor Tenant shall be liable to the other under the Lease
                from and
                after the Effective Date, except for matters, which shall have arisen
                prior to such date; or

            


    

    
      	
              (2)


            	
              Landlord
                terminates the Lease in part in the case of a sublease of a portion
                of the
                Premises, then neither Landlord nor Tenant shall be liable to the
                other
                under the Lease with respect to
                said proposed subleased portion from and after the Effective Date,
except for matters,
                which
                shall have arisen prior to such
                date.

            


    

     

    11.4.3
      Consent Criteria. Tenant acknowledges that Landlord's consent shall be
      based upon the criteria listed in Sections 11.4 (a) through (e) below, and
      subject to Landlord's right to unilaterally disapprove of any proposed
      assignment and/or sublease, based on the existence of any condition contained
      within Section 11.5 hereinbelow. If Landlord provides its consent within the
      time period specified, Tenant shall be free to complete the assignment and/or
      sublet such space to the party contained in Tenant's notice, subject to the
      following conditions:

     

    
      	
              a)
 

            	
              The
                assignment and/or sublease shall be on the same terms as were set
                forth in
                the notice given to Landlord;

            


    

     

    
      	
              b)
                 

            	
              
                The
                  assignment and/or sublease shall be documented in a written
                  format
                  that is reasonably acceptable to Landlord, which form shall specifically
                  include the assignee's and/or sublessee's acknowledgement and acceptance
                  of the obligation contained in this Lease, in so far as
                  applicable;

              

            


    

     

    
      	
              c)
                 

            	
              The
                assignment and/or sublease shall not be valid, nor shall the assignee
                or
                sublessee take possession of the Premises, or subleased portion thereof,
                until an executed duplicate original of such sublease and/or assignment
                has been delivered to Landlord;

            


    

     

    
      	
              d)
                 

            	
              Theassignee
                and/or sublessee shall have no further right to assign this Lease
                and/or
                sublease the Premises,
                except as permitted herein;

            


    

     

    
      	
              e)
                 

            	
              In
                the event of any Transfer, Landlord shall receive as Additional Rent
                hereunder (and without affecting or reducing any other obligation
                of
                Tenant under this Lease) fifty percent (50%) of Tenant's "Net Rental
                Profit" derived from such Transfer. In the event of a Transfer which
                is a
                sublease, "Net Rental Profit" shall mean all rent, Additional Rent
                or
                other consideration actually received by Tenant during the term of
                such
                sublease from such subtenant and/or actually paid by such subtenant
                to
                Tenant in connection with the space covered by the sublease ("Transferred
                Space") less: (1) the gross revenue paid to Landlord by Tenant durinu
                the
                sublease term with respect to the Transferred Space; (2) any improvement
                allowance or other economic concession (planning allowance, moving
                expenses, etc.), paid by Tenant to sublessee; (3) reasonable brokers'
                commissions; (4) reasonable attorneys' fees; (5) costs of advertising
                the
                space for sublease; and (6) unamortized cost of initial improvements
                to
                the Premises by Tenant (items (1) through (6) referred to' collectively
                as
                the "Subleasing Costs"). In the event of a Transfer other than
                a.
                sublease, "Net Rental Profit" shall mean key money, bonus money or
                other
                consideration paid
                by the Transferee to Tenant in connection with such Transfer, and
                any
                payment in excess of
                fair market value for services rendered by Tenant to the Transferee
                for
                assets, fixtures, inventory,
                equipment, or furniture transferred by Tenant to the Transferee in
                connection with such
                Transfer. If part of the'Net Rental Profit shall be payable by the
                Transferee other than in  cash,
                then Landlord's share of such non-cash consideration shall be in
                such form
                as is reasonably satisfactory to Landlord exist
                and sends Tenant a notice requesting such information, Tenant shall
                deliver to Landlord

              
                If
                  Landlord so requests because it reasonably believes a Net Rental
                  Profit
                  may a statement within thirty (30) days after the end of each calendar
                  year and/or within thirty (30) days after the expiration or earlier
                  termination of the Term of this Lease in which any such Transfer
                  has
                  occurred, specifying for each such Transfer:

                i)  the
                  date of its execution and delivery, the number of square feet of
                  the
                  Rentable Area demised thereby, and the Term thereof, and

                
                  ii)  a
                    computation in reasonable detail showing the amounts (if any)
                    paid and
                    payable by Tenant to Landlord pursuant to this Section 11.4.3
                    with respect
                    to such Transfer
                    for the period
                    covered by such statement, and the amounts (if any) paid and
                    payable by
                    Tenant to Landlord pursuant to this Section 11.4 with respect
                    to  any
                    payments received from a Transferee during such period but, which
                    relate
                    to an earlier period.

                

              

            


    

     

    


    
      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

    

     

    Section
      11.5. Reasonable Grounds for Denial of Assignment and/or Sublease.
      Landlord and Tenant agree that, in addition to such other reasonable
      grounds as Landlord may assert for withholding its consent, it shall be
      reasonable under this Lease and any applicable law for Landlord to
      withhold its consent to any proposed Transfer, where any one or more
      of
      the following conditions exists:

     

    
      	
              a)

            	
              The
                proposed sublessee or assignee (a "Transferee") is, in Landlord's
                reasonable judgment, of a character or reputation which
                is not consistent with those businesses customarily found
                in a
                Class A office
                building owned or operated by Landlord or "Landlord Affiliate" [meaning
                (A) an entity which is controlled by, controls or is under common
                control
                with Landlord, or (B) an entity which merges with or acquires or
                is
                acquired by Landlord or a parent, subsidiary or member of Landlord,
                or (C)
                a transferee of substantially all of the assets or stock of Landlord],
                in
                a comparable location, or by comparable landlords of comparable buildings
                along the Olympic Corridor in the West Los Angeles area of the Building
                (the "Comparable Buildings");

            


    

     

    
      	
              b)

            	
              The
                Transferee is engaged in a business or intends to use all or any
                portion of the Premises for purposes which are not consistent with
                those
                generally found in the Building or other Comparable Buildings, provided,
                however, that in no event shall Landlord be permitted to decline
                Tenant's
                request for a Transfer solely on the basis of said Transferee's intent
                to
                change the Specified Use from that of Tenant, unless such proposed
                change
                shall violate any Exclusive Use provision already granted by
                Landlord;

            


    

     

    
      	
              c)

            	
              The
                Transferee is either a governmental agency or instrumentality
                thereof;

            


    

     

    
      	
              d)

            	
              The Transfer will result in more than a reasonable
                and
                safe number of occupants within the
                Premises;

            


    

     

    
      	
              e)

            	
              The
                Transferee is not a party of reasonable  financial worth and;or
                financial stability in light of the responsibilities involved under
                the
                sublease, if a sublessee, or the Lease, if an assignee, on the date
                consent is requested, or has demonstrated a prior history of credit
                instability or unworthiness, but in making such determination,
                consideration shall be given to credit enhancements in the form of
                letters
                of credit, security deposits and
                guarantees;

            


    

     

    
      	
              f)

            	
              The
                Transfer will cause Landlord to be in violation of another lease
                or
                agreement to which Landlord is a party, or would give another occupant
                of
                the Building a rid.t to cancel its lease;


            


    

     

    
      	
              g)

            	
              The
                Transferee will retain any right originally granted to Tenant to
                exercise
                a right of renewal, right of
                expansion, right of first offer or other similar right held by Tenant,
                except as permitted under this
                Lease;

            


    

     

    
      	
              h)

            	
              Either
                the proposed Transferee, or any person or entity which directly or
                indirectly, controls, is controlled by, or is under common control
                with,
                the proposed Transferee is
                (I) a tenant in the Building at the time Tenant requests approval
                of the proposed Transfer and Landlord is
                able to
                provide comparable space in the Building to such tenant, or
                (2) is
                engaged in on-going negotiations with Landlord to lease space in
                the
                Building at the time Tenant requests approval of the proposed
                Transfer;

            


    

     

    
      	
              i)

            	
              The
                Transferee intends to use all or a portion of the Premises for medical
                procedures or for a primary btisiness which is as a boiler-room type
                sales
                or marketing organization.

            


    

     

    If
      Landlord withholds or conditions its consent and Tenant believes that Landlord
      did so contrary to the terms of this Lease, Tenant may, prosecute an action
      for
      declaratory relief and/or damages to determine if Landlord properly withheld
      or
      conditioned its consent.

     

    Section
      11.6. Tenant's Continued Obligation. Any
      consent by Landlord to an assignment of this Lease and/or sublease of the
      Premises shall not release Tenant from any of Tenant's obligations hereunder
      or be deemed to be a consent by Landlord to any subsequent hypothecation,
      assignment, subletting, occupation or use by another person, and Tenant
      shall remain liable to
      pay the Rent and/or perfOrm
      all other obligations to be performed by Tenant hereunder. Landlord's
      acceptance of Rent or Additional Rent from any other person shall not be deemed
      to be a waiver by Landlord of any provision of this Lease. Landlord's consent
      to
      one assignment or subletting shall not be, deemed consent to any subsequent
      assignment or subletting.


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    If
      any
      assignee or sublessee of Tenant or any successor of Tenant defaults in the
      performance of any of the provisions of this Lease, whether or not Landlord
      has
      collected Rent directly from said assignee or sublessee, Landlord may proceed
      directly against Tenant without the necessity of exhausting remedies against
      such assignee, sublessee or other successor-in-interest'.

     

    Provided
      that in no event shall any further assignment, sublease, amendment or
      modification to this Lease serve
      to either increase Tenant's liability or expand Tenant's duties or
      obligations hereunder, or relieve Tenant of its liability under this Lease,
      then
      Landlord may consent to subsequent assignments or subletting of this Lease
      or
      amendments or modifications to this Lease with any assignee, without notifying
      Tenant or any successor of Tenant, and without obtaining their consent
      thereto.

     

    Section
      11.7.Tenant To Pay Landlord's Costs. If Tenant assigns
      or sublets the Premises or requests the consent of Landlord to any assipment,
      subletting or other modification of this Lease, or if Tenant reqUests the
      consent of Landlord for any act that Tenant proposes to do, whether or not
      Landlord shall arant consent thereto, then Tenant shall, concurrent with
      Tenant's submission of any written request therefor, pay to Landlord as
      reasonable consideration for Landlord's considering and processing the
      applicable request, plus the amount reasonably estimated
      by`Landlord as its anticipated legal fees to be incurred by Landlord in
      connection therewith not to exceed $2,000.00.

     

    Section
      11.8. Successors and Assigns. Subject to the provisions contained
      herein, the covenants and agreements contained in this Lease shall bind and
      inure to the benefit of Landlord and Tenant, their respective successors and
      assigns and all persons claiming by, through or under them.

     

    Section
      11.9. Occupancy by Others. Notwithstanding anything to the contrary in
      this Article 11, Tenant may allow any person or company which is a bona fide
      client or customer of Tenant or which is providing service to Tenant or one
      of
      Tenant's clients (a "Permitted Occupant") to occupy certain portions of the
      Premises without such permitted occupancy being deemed a Transfer as long as:
      (i) such portions of the Premises occupied by any Permitted Occupants do not
      exceed more than ten percent (10°)p) in the aggregate of the Premises and for, a
      period not to exceed more than nine (9) consecutive months. (ii) no
      new
      demising walls are constructed to accomplish such occupancy; and (iii) such
      relationship was not created as a subterfuge to avoid the obligations set forth
      in this Article 11.

     

    ARTICLE
      12

    MAINTENANCE,
      REPAIRS, DAMAGE, DESTRUCTION, RENOVATION AND/OR

    ALTERATION

     

    Section
      12.1. Tenant's andLandlord's Obligation to Maintain.
      Tenant shall, at Tenant's sole expense, maintain the non-Building Structure
      and
      non-Building Systems (both as defined below) portion of the Premises in good
      order and repair, and shall also keep clean any portion of the Premises which
      Landlord is not obligated to clean. Such obligation shall include the clean-out;
      repair and/or replacement of Tenant's garbage disposal(s), Instant-Heat or
      other
      hot water producing equipment, if any, and the cleaning and removal of any
      dishes and/or food prior to the same becoming unsanitary. If Tentint becomes
      obligated to repair anything within the Premises, Tenant shall advise Landlord's
      managing agent of such need.

     

    Further,
      Tenant shall pay the cost of any injury, damage or breakage in, upon or to
      the
      Premises created by Tenant's gross negligence or willful misconduct or the
      gross
      negligence or willful misconduct of Tenant's agents, clients, contractors,
      directors, employees, invitees, licensees, officers, partners or shareholders,
      but only to the extent such damage is not (i) covered by insurance carried
      by
      Landlord as part of Operating Expenses and (ii) is not covered by the waiver
      of
      subrogation.

     

    Subject
      to Tenant's obligation for reimbursement to Landlord, as specified herein,
      Landlord shall operate the Building in a first-class manner, repair, maintain
      in
good
      and tenable condition the Premises and the structural portions of the
      Building (including the exterior walls, foundation, roof, floor/ceiling slabs,
      columns, and beams), curtain walls, exterior glass and mullions, shafts
      (including elevator shafts), stairs, parking garape, stairwells,
      escalators, elevator cabs, plazas, artwork, sculptures, washrooms, mechanical,
      electric;I and telephone closets and all Common Areas and public areas
      (collectively, the "Building Structure") and the mechanical, electrical, life
      safety, plumbing, sprinkler systems (connected to the core), HVAC systems
      (including primary and secondary loops connected to the core), and all meters,
      pipes, conduits, equipment, components and facilities that supply the Premises
      with utilities on a nonexclusive basis (except as the appropriate utility
      company has assumed these duties) (collectively. the "Building
      Systems").

     

    Subject
      to Tenant's obligation for reimbursement to Landlord, as specified herein,
      Landlord shall make all repairs to the Premises and the exterior walls,
      foundation and roof of the Buildimr, the structural
      portions of the floors of the Building, the systems and equipment of the
      Building and the Tenant Improvements installed in the Premises. However, if
      such
      repairs, maintenance or cleaning are requi'red due to Tenant's gross negligence
      or willful misconduct or the gross negligence or willful misconduct of Tenant's
      agents, clients, contractors, directors, employees, invitees, licensees,
      officers, partners or shareholders, then, Tenant shall, within ten (l 0) days
      after receipt of Landlord's billing therefor, reimburse Landlord, as Additional
      Rent, for any expense of such repairs, cleaning and/or maintenance in excess
      of
      any insurance proceeds available for reimbursement thereof, including for any
      deduatible anticipated in connection therewith.

     

    Tenant
      hereby waives all right to make repairs at Landlord's expense under the
      provisions of
      SectiOn 1932(1), 1941 and 1942 of the Civil Code of
      California.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


     

    Section
      12.2.Repair Period Notice. Tenant shall give prompt
      notice to Landlord of Tenant's actual knoWledge of any damage or destruction
      to
      all or any part of the Premises or Building resulting from
      or arising
      .
      sing out of any fire, earthquake, or other identifiable event of a sudden,
      unexpected or unusual nature (individually or collectively a "Casualty"). The
      time periods specified in this Section 12.2 shall commence
      after from the earlier of the date Landlord receives said written notice from
      Tenant of the occurrence of a Casualty or Landlord independently, at its
      officer level, obtains actual knowledge that a Casalty has occurred
      (the
      "Casualty Date"). After the Casualty Date, Landlord shall, within the later
      of:

     

    
      	
              a)

            	
              sixty
                (60) days after the date on which Landlord determines the full extent
                of
                the damage caused by the Casualty;
                or

            


    

     

    
      	
              b)

            	
              thirty
                (30) days after Landlord has determined the extent of the insurance
                proceeds available to effectuate repairs,
                but

            


    

     

    
      	
              c)

            	
              in
                no event more than ninety (90) days after the Casualty
                Date,

            


    

     

    Provide
      written notice to Tenant indicating the anticipated time period for repairing
      the Casualty (the "Repair Period Notice"). The Repair Period Notice shall also
      state, if applicable, Landlord's eleciion either to repair the Premises, or
      to
      terminate this Lease, pursuant to the provisions of Section 12.31
      and if Landlord elects to terminate this Lease, Landlord shall use
      commercially reasonable efforts to provide Tenant with a minimum period of
      ninety (90) days within which to fully vacate the Premises.

     

    Section
      12.3.Landlord's Option to Terminate or Repair.
Notwithstanding anything to the contrary contained
      herein, Landlord
      shall have the option, but not the obligation to elect not to rebuild or restore
      the Premises and/or the Building if one or more of the following conditions
      is
      present:

     

    
      	
              a)

            	
              repairs
                to the Premises cannot reasonably be completed within one hundred
                and
                eighty (180) days after the date of the Casualty (when such repairs
                are
                made without the payment of overtime or other
                premiums);

            


    

     

    
      	
              b)

            	
              repairs
                required cannot be made pursuant to the then-existing laws or regulations
                affecting the Premises or Building, or the Building
                cannot be restored except in a substantially different structural
                or architectural form than existed before the
                Casualty;

            


    

     

    
      	
              c)

            	
              the
                holder of any'mortgage on the Building or ground or underlying lessor
                with
                respect to the Real Property and/or the Building shall require that
                all or
                such large a portion of the insurance proceeds be used to retire
                the
                mortgage debt, so that
                the balance of insurance proceeds remaining available to Landlord
                for completion of repairs shall be insufficient to repair said damage
                or
                destruction;

            


    

     

    
      	
              d)

            	
              the
                holder of any mortgage on the Building with respect to the Real Property
                and/or the Building shall terminate the mortgage and Landlord elects
                not
                to commence repairs within one (1) year following the occurrence
                of the
                Casualty;

            


    

     

    
      	
              c)

            	
              provided
                Landlord has carried the coverage Landlord is required to obtain
                under
                Section 19.1 of this Lease, the damage is not fully covered, except
                for
                deductible amounts, by Landlord's insurance Policies and Landlord
                elects
                not to commence repairs within one (1) year following the occurrence
                of
                the Casualty;

            


    

     

    
      	
              f)

            	
              more
                than thirty-three and one-third percent (33 1/3%) of the Building
                is
                damaged or destroyed, Whether or not the Premises is affected, provided
                that Landlord elects to terminate all other leases in the Buildina
                for
                similarly affected premises.

            


    

     

    If
      Landlord elects not to complete repairs to the Building or Premises, pursuant
      to
      this Section 12.3, Landlord's election to terminate this Lease shall be stated
      in the Repair Period Notice, in which event this Lease shall cease and terminate
      as of the date contained in Landlord's Repair Period Notice.

     

    If
      one
      hundred percent of the Building is damaged or destroyed, as certified by an
      independent building inspector, this Lease shall automatically
      terminate after Tenant's receipt of written notice of such Itermination
      from Landlord, and without action
      beyond the
      giving of such notice being required by either Landlord or
      Tenant.

     

    Upon
      any
      termination of this Lease pursuant to this Section 12.3, Tenant shall pay its
      prorata share of FiXed Monthly Rent and Additional Rent, properly apportioned
      up
      to the date of such termination, reduced by any abatement of Rent to which
      Tenant is entitled under Section 12.5; after which both Landlord and Tenant
      shall thereafter be freed and discharged of all further obligations under the
      Lease, except for those obligations which by their provisions specifically
      survive the expiration or earlier termination of the Term.

     

    Section
      12.4.Tenant's Option to Terminate. If

     

    
      	
              a)

            	
              the
                Repair Period Notice provided by Landlord indicates that the
                anticipated period for repairing the Casualty exceeds one hundred
                and
                eighty (180) days after the Casualty (the "Repair Period"),
                or

            


    

     

    
      	
              b)

            	
              the
                Casualty to the Premises occurs during the last twelve (12) months
                of the
                Term;

            


    

     

    then
      Tenant shall have the option, but not the obligation, to terminate this Lease
      by
      providing written notice
      ("Tenant's Termination Notice") to Landlord within thirty (30) days after
      receiving the Repair Period Notice in the case of 12.4 (a); or within thirty
      (30) days after the Casualty, in the case of Section 12.4 (b). Furthermore,
      if:

     

    
      	
              c)

            	
              Landlord
                does not complete the repairs required hcreinabove within the Repair
                Period, and

            


    

     

    
      	
              d)

            	
              farther
                provided Landlord has not
                diligently commenced and continued to prosecute to completion repair of
                the damage and/or
                destruction caused by the Casualty,
                and

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	
              e)

            	
              Landlordhas not completed
                the repairs thereafter on or before thirty (30) days after the expiration
                of the Repair Period,

            


    

     

    then
      Tenant shall also have the option, but not the obligation, to terminate this
      Lease by giving Landlord written notice of its intention to so terminate, which
      notice shall be given not more than forty-five (45) dayS after expiration of
      the
      Repair Period.

     

    Tenant's
      failure to provide Landlord with Tenant's Termination Notice within the time
      periods specified hereinabove shall be deemed conclusive evidence that Tenant
      has waived its option to terminate this Lease.

     

    Section
      12.5, Temporary Space and/or Rent Abatement During Repairs or
Renovation. During the Repair Period or during any such period
      that Landlord completes Work (as defined hereinbelow) or Renovations (as defined
      in Section 12.11 hereinbelow), if available, and if requested by Tenant,
      Landlord shall make available to Tenant other space in the Building which,
      in
      Tenant's reasonable opinion, is
      suitable for the temporary conduct of Tenant's business. However,
      if
      such temporary space is smaller than the Premises Tenant shall pay Fixed Monthly
      Rent and Additional Rent for the temporary space based upon the calculated
      rate
      per Rentable square foot payable hereunder for the Premises, times the number
      of
      Rentable square feet available for Tenant's use in the temporary
      space.

     

    If
      no
      temporary space is available that is reasonably satisfactory to Tenant, and
      any
      part of the PreMises is rendered untenantable by reason of such Casualty, Work
      or Renovation, then to the extent thatiall or said portion of the usable area
      of
      the Premises is so rendered untenantable by reason of such Casualty, Work or
      Renovation, Tenant shall be provided with a proportionate abatement of Fixed
      Monthly Rent and Additional Rent. Said proportional abatement shall be based
      on
      the Usable Square Footage of the Premises that cannot and is not actually used
      by Tenant, divided by the total Usable square feet contained in the Premises
      but
      shall be one hundred percent (100%) if the amount of the damage is partial
      and
      the remaining of the usable portion of the Premises would preclude Tenant's
      utilization of the Premises for the Specified Use and Tenant actually vacates
      the Premises. That proportional abatement, if
      any shall be provided during the period bcginning on the later
      of:

    
      	
              a)

            	
              the
                Casualty Date; or

            


    

     

    
      	
              b)

            	
              the
                actual date on which Tenant ceases to conduct Tenant's normal business
                operations in all or any portion of the
                Premises,

            


    

     

    and
      shall
      end on the date that both (i) Landlord achieves substantial completion of
      restoration of the Premises and (ii) a certificate of occupancy is issued by
      the
      governmental agency having authority therefor. Tenant's acceptance of said
      abatement of Rent shall be deemed conclusive evidence of Tenant's waiver of
      any
      further claim or
      right of future claim for any loss or damage asserted by Tenant arising
      out of tlie Casualty Repair, Work or Renovation, as the case may
      be.

     

    Section
      12.6. Tenant'sWaiver
      of Consequential Damages. Subject to Section 12.4, the
      provisions contained in Section 12.5 are Tenant's sole remedy arising out of
      any
      Casualty. Landlord shall not be liable to Tenant or any other person or entity
      for any direct, indirect, or consequential damage (including but aot limited
      to
      lost profits of Tenant or loss of or interference with Tenant's business),
      unless caused by the gross negligence or willful misconduct of Landlord or
      the
      gross negligence or willful misconduct of Landlord's agents, contractors,
      directors, employees, licensees, officers, partners or shareholders, due to
      apsing out of or as a result of the Casualty (including but not limited to
      the
      termination of the Lease in connection with the Casualty).

     

    Section
      12.7.Repair
      Of The Premises When Casualty Not Caused By Tenant. If the cost
      of repair of any Casualty is covered under one or more of the insurance policies
      Landlord is required herein to provide, or elected to provide and which cost
      was
      included in Operating Expenses, Landlord shall restore the base core and shell
      of the Premises to its condition prior to the Casualty and repair and/or replace
      the Improvements previously installed in the Premises, to a maximum of $35.00
      per usable square foot. Tenant shall have the option to either, at Tenants
      sole
      expense, complete the balance of repairs needed to restore the Improvements
      contained in the Premises to their condition prior to the Casnalty or to
      continue Tenant's normal business operations in
      the Premises in the condition to which Landlord has so restored
      the
      Improvements.

     

    If
      Landlord has elected to complete repairs to the Premises, and has not elected
      to
      terminate this Lease, as specified in
      Section 12.3, then Landlord shall complete such repairs within
      the
      Repair Period, in a manner, and at times, which do not unreasonably interfere
      with Tenant's use of that portion of the Premises remaining unaffected by the
      Casualty. Provided Landlord has elected to make the repairs required hereunder,
      and Tenant did not terminate this Lease pursuant to Section 12.4, this Lease
      shall not be void or voidable during the Repair Period, nor shall Landlord
      be
      deemed to have constructively evicted Tenant thereby.

     

    Section
      12.8. INTENTIONALLY OMITTED.

     

    Section
      12.9.Repair
      of the Building. Except as specified hereinabove, unless
      Landlord or Tenant terminates this Lease as permitted hereinabove, Landlord
      shall repair the Building, parking structure or other! supporting structures
      and
      facilities within two hundred and seventy (270) days after Landlord becomes
      aware of such damage and/or destruction.

     

    Section
      12.10.Government-Required
      Repairs. If during the Term, additional inspections other than
      those standard annual or biannual inspections to which the Building may
      generally be subject; testing, repairs and/or reconstruction (collectively
      the
      "Work") are required by any governmental authority, or if upon the
      recommendation of its engineers, Landlord independently elects to undertake
      all
      or any portion of the Work prior to being required to do so by such governmental
      authority, Landlord shall give notice thereof to Tenant and shall use its best
      efforts not to unreasonably interfere with Tenant's use of the Prernises while
      completing the Work. Tenant shall cooperate fully with Landlord in connection
      with the Work and, upon the prior written request of Landlord, shall make the
      Premises available for completion of the Work. Tenant and Landlord agree that
      Landlord shall only be able to allocate all costs associated with completion
      of
      the Work to the Building's Operating Expenses, when permitted to under the
      provisions of Section 4.1 of this Lease.


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    If
      Landlord elects to undertake the Work during the Term, then Tenant shall be
      entitled to an abatement of rent, pursuant to the provisions of Section 12.5
      hcreinabove, and Landlord shall be completely responsible for repair of any
      damage to the Premises and all costs associated with the removal, moving and/or
      storage of Tenant's furniture, artwork, office equipment and files. Landlord
      will restore any and all areas damaged by completion of the Work to their
      previous quality and pay all clean­up costs. Landlord further agrees that it
      shall use commercially reasonable efforts to see that all construction, such
      as
      coring or power nailing or work that makes excessive noise, dust, or requires
      the displacement of tenant personnel or that could otherwise be disruptive
      to
      Tenant's normal business operations shall, in so far as is reasonably possible,
      be performed between the hours of 7:00 p.m. to 7:00 a.m.;Monday through Friday;
      after 1:00 p.m. on Saturdays and/or at any time on Sundays (this sentence is
      referred to as the "Premises Work Restrictions").

     

    Except
      in
      the case of Landlord's gross negligence and/or willful misconduct or the gross
      negligence and/Or willful misconduct of Landlord's agents, contractors,
      directors, employees, officers, partners, and/or shareholders or except as
      otherwise provided in this Lease, Tenant shall not have the right to tennnate
      this Lease as a result of Landlord undertaking the Work, nor shall Tenant or
      any
      third party claiming under Tenant be entitled to make any claim against Landlord
      for any interruption, interference or disruption of Tenant's business or loss of profits therefrom
      as
      a result of the Work, and except as otherwise provided in this Lease Tenant
      hereby releases Landlord from any claim which Tenant may have against Landlord
      arising from or relating to, directly or'indirectly, the performance of the
      Work
      by Landlord.

     

    Section
      12.11.Optional
      Landlord Renovation,
It is
      specifically understood and agreed that Landlord has no obligation and has
      made
      no promises to alter, remodel, improve, renovate or decorate the Premises,
      Building, or any part thereof and that, except as set forth herein, no
      representations respecting the condition of the Premises or the I3uilding have
      been made by Landlord to Tenant.

     

    However,
      at any time and from time to time during the Term, Landlord may elect, in
      Landlord's reasonable discretion, to otherwise renovate, improve, alter or
      modify elements of the Real Property, the Building and/or the Premises
      (collectively, "Renovations") including without limitation, the parking
      facilities, common areas, systems, equipment, roof, and structural portions
      of
      the same. which Renovations may include, without limitation:

     

    
      	
              a)

            	
              modifying
                the common areas and tenant spaces to comply with applicable laws
                and
                regulations, including regulations relating to the physically disabled,
                seismic conditions and building safety and security,
                and

            


    

     

    
      	
              b)

            	
              installing
                new carpeting, lighting and wall covering in the Building common
                areas.

            


    

     

    In
      connection with such_Renovations, Landlord may, among other things, erect
      scaffolding or other necessary structures in or about the Building, limit or
      eliminate access to portions of the Building, common areas or parking facilities
      serving the Building, or perform other work in or about the Building, which
      work
      may create, noise, dust or debris that remains in the Building.

     

    Landlord
      shall have the right to access through the Premises as well as the right to
      take
      into and upon and through all or any part of the Premises, or any other part
      of
      the Building, all materials that may reasonably be required to make such
      repairs, alterations, decorating, additions or improvements pursuant to the
      provisions of this Section 12.11. So long as Tenant shall maintain reasonable
      access to the Premises, the Building and the parking facilities, Landlord shall
      also have the right, in the course of the Renovations, to close entrances,
      doors, corridors, elevators, or, other building facilities, or temporarily
      to
      abatd the operation of such facilities.

     

    So
      long as Tenant is able to continue business operations and is not
      required to vacate the Premises for any reason arising out of the Renovations,
      and maintains reasonable access to and complies with the Premises Work
      Restrictions, the Premises and the parking facilities, Tenant shall permit
      all
      of the Renovations to be done, and except in the case of Landlord's gross
      negligence or willful misconduct or the gross negligence or willful misconduct
      of Landlord's contractors, directors, employees, officers, partners or
      shareholders, without claiming Landlord is, guilty of the constructive eviction
      or disturbance of Tenant's use and possession.

     

    Landlord
      shall not be liable to Tenant in any manner (except as expressly provided
      otherwise in this Lease), whether for abatement of any Rent or other charge,
      reimbursement of any expense, injury, loss or damage to Tenant's property,
      business, or any person claiming by or under Tenant, by reason of interference
      with the business of Tenant or inconvenience or annoyance to Tenant or the
      customers of Tenaht resulting from any Renovations
      done in
      or about the Premises or the Building or to any adjacent or nearby building,
      land, street or alley. However, Landlord agrees that the Renovations shall
      be
      scheduled insofar as is commercially reasonable to permit Tenant to continue
      its
      normal business operations, with advance notice thereof, and in such
      commercially reasonable manner so as to minimize Tenant's inconvenience and
      in
      compliance with'the Premises Work Restrictions.


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    Section
      12.12.Optional
      Tenant Changes During the Term. After completion of the initial
      Improvements contemplated hereunder, if any, Tenant shall make no alteration,
      change, addition, removal, demolition, improvement, repair or replacement in,
      on, upon, to or about the Premises, or at any time to any portion of the
      Building (collectively or individually a "Tenant Change"), without the prior
      written consent of Landlord, which consent shall not be unreasonably withheld,
      conditioned or delayed. Notwithstanding the foregoing, Tenant shall have the
      right, without Landlord's consent but upon ten (10) days prior written notice
      to
      Landlord, to make interior non-structural, non-mechanical additions, removals,
      repairs and alterations ("Minor Alterations") to the Premises that do not (i)
      involve the expenditure of more than $20,000.00 in the aggregate in any twelve
      (12) month period during the Term, (ii) affect the exterior appearance of the
      Building, or (iii) affect the Building Systems or the Building Structure..
      Except as otherwise specified in Article 7, any Tenant Change shall, at the
      termination of this Lease, become a part of the Building and belong to Landlord,
      pursuant to the provisions of Article 7. Any application for Landlord's consent
      to a Tenant Change, and the completion thereof, shall be in conformance with
      the
      provisions of Exhibit B-1, attached hereto and made a part heMof by
      reference.

     

    Tenant
      shall not knowingly permit Tenant's agents clients contractors, directors,
      employees, invitees, licensees, officers, partners or shareholders to deface
      the
      walls, floors and/or ceilings of the Preinises, nor mark, drive nails, screws
      or
      drill holes into, paint, or in any way mar any surface in the Building.
      Notwithstanding the above, Tenant is hereby permitted to install such pictures,
      certificates, licenses, artwork, bulletin boards and similar items as are
      normally used in Tenant's business, so long as such installation is carefully
      attached to the walls by Tenant in a manner reasonably prescribed by Landlord
      in
      writing.

     

    If
      Tenant
      desires, as a part of any Tenant Change, to make any revisions whatsoever to
      the
      electrical, HVAC, mechanical, life-safety, plumbing, or structural systems
      of
      the Building or Premises, such revisions must be completed by subcontractors
      approved by Landlord, which approval will not be unreasonably
      withheld and in the manner and location(s) reasonably prescribed by Landlord.
      If
      Tenant desires to install any telephone outlets, the same shall be installed
      in
      the manner and location(s) reasonably prescribed by Landlord in
      writing.

     

    If
      Landlord consents to, any requested Tenant Change, Tenant shall give Landlord
      a
      minimum of ten (10)1business days written notice prior to commencement thereof.
      Landlord reserves the option, but not the obligation, to enter upon, the
      Premises for the purpose of posting and maintaining such notices on the Premises
      as may be reasonably necessary to protect Landlord against mechanic's liens,
      material man's liens,or other
      liens,
      and/or for posting any other notices that may be proper and necessary in
      connection withlTenant's
      completion
      of the Tenant Change.

     

    If
      any
      alterations, additions or improvements made by Tenant result in Landlord being
      required to make any alterations to other portions of the Building in order
      to
      comply with any applicable statutes, ordinances or regulations (e.g., "handicap
      ordinances") then Tenant shall reimburse Landlord upon demand for all costs
      and
      expenses incurred by Landlord in making such alterations. In addition, Tenant
      shall,
      reimburse Landlord for any and all of Landlord's out of pocket costs incurred
      in
      reviewing Tenant's plans for any Tenant Change or for any other "peer review"
      work associated with Landlord's review of.Tenant's plans for any Tenant Change,
      including, without limitation, Landlord's out of pocket costs incurred in
      engaging any third party engineers, contractors, consultants or design
      specialists. Tenant shall pay such costs not to exceed three percent (3%) of
      Landlord's actual costs) to Landlord within five (5) business days after
      Landlord's delivery to Tenant of a copy of the invoice(s) for such
      work.

     

    Section
      12.13. Express Agreement. The provisions of this Lease,
      including those contained in this Article 12, constitute an express agreement
      between Landlord and Tenant that applies in the event of any Casualty to the
      Premises, Building or Real Property. Tenant, therefore, fully waives the
      provisions of any Statute or regulations, including California Civil Code
      Sections 1932(2) and 1933(4), and any other law or statute which purports to
      govern the rights or obligations of Landlord and. Tenant concerning a Casualty
      in the absence of express agreement. Tenant and Landlord expressly agree and
      accept that any successor or other law of like import shall have no application
      hereunder.

     

    ARTICLE
      13

    CONDEMNATION

     

    Section
      13.1. Condemnation of the Premises. If more than twenty five
      percent (25%) of the Premises is laWfully condemned or taken in any manner
      for
      any public'or quasi-public use, or if any portion of the Building is condemned
      or taken in such a manner that Tenant is reasonably prevented from obtaining
      access to the Building or the Premises, this Lease may, within ten (10) business
      days of such taking, be terminated at the option of either Landlord or Tenant
      by
      one party giving the other thirty (30) days written notice of its intent to
      do
      so. If either Landlord or Tenant provide the other party written notice of
      termination, the Term and estate hereby granted shall forthwith cease and
      terminate as of the earlier of the date of vesting of title in such condemnation
      or taking or the date of taking of possession by the condemning
      authority.

     

    If
      less
      than twenty-five percent (25%) of the Premises is so condemned or taken, then
      the term and estati hereby granted with respect to such part shall forthwith
      cease and terminate as of the earlier of the date of vesting of title in such
      condemnation or taking or the date of taking of possession by the condemning
      authority, and the Fixed Monthly Rent payable hereunder (and Additional Rent
      payable purstiant to Articles 3 or 4) shall be abated on a prorated basis,
      by
      dividing the total number of Usable square feet so taken by the total number
      of
      Usable square feet contained in the Premises, then muihiplying
      said percentage on a monthly basis, continuing from the date of such vesting
      of
      title to the date specified in this Lease for the expiration of the Term
      hereof.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    Section
      13.2. Condemnation of the Building. If less than twenty-five percent
      (25%) of the Building is so condemned or taken, then Landlord shall, to the
      extent of the proceeds of the condemnation payable to Landlord and with
      reasonable diligence, restore the remaining portion of the Building as nearly
      as
      pradticable to its condition prior to such condemnation or taking; except that,
      if such proceeds constitute less; than ninety percent (90%) of Landlord's
      estimate of the cost of rebuilding or restoration, then Landlord may terminate
      this Lease on thirty (30) days prior written notice to Tenant.

     

    If
      more
      than twenty-five percent (25%) of the Building is so condemned or taken, but
      the
      Premises are unaffected thereby, then Landlord shall have the option but not
      the  obligation, which election shall be
      in
      Landlord's sole discretion, to terminate this Lease, effective the earlier
      of
      the date of vesting of title in such condemnation or the date Landlord delivers
      actual possession of the Building and Premises to the condenming authority,
      which election by Landlord shall be provided to Tenant in writing.

     

    Section
      13.3. Award. If any condemnation or taking of all or a part of the
      Building takes place, Tenant shall be entitled to join in any action claiming
      compensation therefore, and Landlord shall be entitled to receive that portion
      of the award made for the value of the Building, Premises, leasehold
      improvements made or reimbursed by Landlord, or bonus value of the Lease, and
      Tenant shall only be entitled to receive any award made for the value of the
      estate vested by this Lease in Tenant, including Tenant's proXimate damages
      to
      Tenant's business and reasonable relocation expenses. Nothing shall preclude
      Tenant from intervening in any such condemnation proceeding to claim or receive
      from the condemning authority any compensation to which Tenant may otherwise
      lawfully be entitled in such case in respect of Tenant's property or for moving
      to a new location.

     

    Section
      13.4. Condemnation for aLimited Period.
Notwithstanding the provisions of Section 13.1,
      13.2 or 13.3, except
      during the final twelve (12) months of the Term, if all or any portion of the
      Premises are condemned or taken for governmental occupancy for a limited period
      (i.e. - anticipated to be no lonubr than sixty (60) days), then this Lease
      shall
      not terminate; there shall be no abatement of Fixed Monthly Rent or Additional
      Rent payable hereunder; and Tenant shall be entitled to receive the entire
      maid
      therefor (whether paid as damages, rent or otherwise). Tf
      during
      the final twelve (12) months of the Term, all or any portion of the Premises
      are
      condemned or taken for uovernmental
      occupancy for a limited period anticipated to be in excess of sixty (60) days,
      or Or a period extended after the expiration of the initial Term, Tenant shall
      have the option, but not the obligation, to terminate this Lease, in which
      case,
      Landlord shall be entitled to such part of such award as shall be properly
      allocable to the cost of restoration of the Premises, and the balance of such
      award shall' be apportioned between Landlord and Tenant as of the date of such
      termination.

     

    If
      the
      termination of such governmental occupancy is prior to expiration of this Lease,
      and Tenant has not elected to terminate this Lease, Tenant shall, upon receipt
      thereof and to the extent an award has been made, restore the Premises as nearly
      as possible to the condition in which they were prior to the condemnation or
      taking.

     

    ARTICLE
      14

    MORTGAGE
      SUBORDINATION; ATTORNMENT AND MODIFICATION OF LEASE 

     

    Section
      14.1. Subordination. This Lease, the Term and estate hereby granted,
      are and shall be subject and Subordinate to the lien of each mortgage which
      may
      now or at any time hereafter affect Landlord's interest in the real property,
      Building, parking facilities, common areas or portions thereof and/or the land
      hhereunder (an ''Underlying Mortgage"), regardless of the interest rate, the
      terms of repayment, the use of the proceeds or any other provision of any such
      mortgage, provided that Tenant receives, as a condition precedent to such
      subordination, a commercially reasonable subordination, non-disturbance and
      attornment agreement in sum and substance the equivalent of Exhibit H ("SNDAA").
      Tenant shall from time to time execute and deliver such instruments as Landlord
      or the holder of any such mortgage may reasonably request to confirm the
      subordination provided in this Section 14.1, subject to the
      foregoing.

     

    Section
      14.2. Attornment. Tenant confirms that if by reason of a default under
      an Underlying Morigage the interest of Landlord in the Premises is terminated,
      provided Tenant is granted in writing continued quiet enjoyment of the Premises
      pursuant to the terms and provisions of this Lease, Tenant shall
      attorn to the holder of the reversionary interest in the Premises and shall
      recognize such holder as Tenant's landlord under this Lease, but in no
      event shall such holder be bound by any payment of Rent paid
      more
      than one month in advance of the date due under this Lease. Tenant shall, within
      ten (10) calendar days after request therefor, execute and deliver, at any
      time
      and from time to time, upon the request of Landlord or of the`holder of an
      Underlying Mortgage any instrument which may be necessary or appropriate to
      evidence such attoniment.

     

    Section
      14.3.Modification of Lease; Notice of Default. If any
      current or prospective mortgagee or ground lessor for the Building requires
      a
      modification or modifications of this Lease, which modification or mbdifications
      will not cause an increased cost or expense to Tenant or in any other way
      materially and adversely change the rights and obligations of Tenant hereunder,
      then in such event, Tenant agrees that this Lease may be so modified. Tenant
      agrees to execute and deliver to Landlord within ten (10) business days
      following the request therefor whatever reasonable documents are required to
      effectuate said modification. Should Landlord or' any such current or
      prospective mortgagee or ground lessor require execution of a short form of
      Lease for recording, containing, among other customary provisions, the names
      of
      the parties, a description of the Premises and the Term, Tenant agrees to
      execute and deliver to Landlord such short form of Lease within ten (10)
      business days following the request therefor. Further, Tenant shall give written
      notice of any default by Landlord under this Lease to any morkgagee and ground
      lessor of the Building of whom Tenant has received written notification and
      shall affol-d
      such mortgagee and ground lessor a reasonable opportunity to cure such default
      prior to exercising
      any remedy under this Lease.


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    Section
      14.4.Non
      Disturbance Agreement. Landlord agrees
      to obtain and deliver
      to Tenant, within thirty
      (30) days after mutual execution and delivery of this Lease, an SNDAA from
      the
      holder of the existing
      deed of trust affecting the Building SNDAA is in form and substance comparable
      to the SNDAA attached hereto as Exhibit
      H.

     

    ARTICLE
      15

    ESTOPPEL
      CERTIFICATES

     

    Section
      15.1. Estoppel Certificates. Tenant shall, within ten (10) business
      days alter receipt of Landlord's written request therefor, execute, acicnowledge
      and deliver to Landlord an Estoppel Certificate, which may be conclusively
      relied upon by any prospective purchaser, mortgagee or beneficiary under any
      deed of trust covering the Building or any part thereof Said Estoppel
      Certificate shall certify the following:

     

    
      	
              a)

            	
              that
                this Lease is unmodified and in full force and effect (or,
                if there
                have been modifications, that this Lease is in full force and effect,
                as
                modified, and stating the date and nature of each
                modification);

            


    

     

    
      	
              b)

            	
              the
                date, if any to which rental and other sums payable hereunder have
                been
                paid;

            


    

     

    
      
        	
                c)

              	
                that
                  no notice has been received by Tenant of any default which has
                  not been
                  cured, except as to defaults specified in the
                  certificate;

              


      

    

     

    
      	
              d)

            	
              that
                Landlord is not in default under this Lease or if so, specifying
                such
                default; and 

            


    

     

    
      	
              e)

            	
              such other factual matters as
                may be
                reasonably requested.by Landlord.

            


    

     

    Tenant's
      failure to deliver the Estoppel Certificate within the time period specified
      above shall constitute a material default under the Lease, and Landlord shall
      have the option, but not the obligation, to enforce the remedies contained
      in
      Article 18.

     

    ARTICLE
      16

    NOTICES

     

    Section
      16.1. Notices. Any notice, consent, approval, agreement, certification,
      request, bill, demand. statement, acceptance or other communication hereunder
      (a
      "notice") shall be in writing and shall be considered duly given or furnished
      vvhen:

     

    
      
        	
                a)

              	
                delivered
                  personally or by messenger or overnight delivery service, with
                  signature
                  evidencing such delivery; or

              


      

    

     

    
      	
              b)

            	
              upon
                the date of delivery, after being mailed in a postpaid envelope,
                sent
                certified mail, return receipt
                requested.

            


    

     

    In
      each
      case such notices must be when addressed to Landlord as set forth in the Basic
      Lease Information and to Tenant at the Premises and any other address for Tenant
      specified in the Basic Lease Information; or to such other address or addressee
      as either party may designate by a written notice given pursuant
      hereto

     

     

    
      ARTICLE
        17

      DEFAULT
        AND LANDLORD'S OPTION TO CURE

       

      
         

        Section
          17.1. Tenant's Default. For the purposes of this Section 17.1, if the
          term "Tenant'', as used in this Lease, refers to more than one person,
          then,
          such term shall be deemed to include all of such persons or any one of
          them; if
          any of the obligations of Tenant under this Lease are guaranteed, the term
          "Tenant," as used in Section 17.1(e) and Section 17.1(1), shall be deemed
          to
          also include the guarantor or ifi there is more than one guarantor, all
          or any
          one of them; and if this Lease has been assigned, the term i "Tenant,"
          as used
          in Sections 17.1 (a) through (11), inclusive, shall be deemed to include
          the
          assignee and assignor, jointly and severally, unless Landlord shall have
          in
          connection with such assignment, previously released the assignor from
          any
          further liability under this Lease, in which event the term "Tenant," as
          used in
          said subparagraphs, shall not include the assignor that was previously
          released

         

      

      
        This
          Lease and the covenants and estate hereby granted are subject to the limitation
          that:

         

        
          	
                  a)

                	
                  Tenant
                    fails to make any payment of Fixed Monthly Rent or Additional
                    Rent within
                    five (5) bUsiness days following Tenant's receipt of written
                    notice that
                    any such amount is due and unpaid;

                


        

         

        
          	
                  b)

                	
                  Tenant
                    defaults in the keeping, observance or performance of any covenant
                    or
                    agreement including any provisions of the rules and regulations
                    established by Landlord , and if such default continues and is
                    not cured
                    by Tenant within thirty (30) days after Landlord has given to
                    Tenant a
                    notice specifying the same, or in the case of such a default
                    which for
                    causes beyond Tenant's reasonable control (including occupancy
                    of a
                    sublessee) cannot with due diligence be cured within such period
                    of thirty
                    (30) days, if Tenant

                


        

      

       

    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	
              c)

            	
              if
                Tenant fails to deliver the Estoppel Certificate required under Article
                15
                hereof within the time Period specified in the last paragraph of
                said
                Article 15, or

            


    

     

    
      	
              d)

            	
              if
                Tenant:

            


    

     

    
      	
              i)  

            	
              applies
                for or consents to the appointment of or the taking of possession
                by a
                receiver, custodian, trustee or liquidator of itself or of all or
                a
                substantial part of its property;

            


    

     

    
      	
              ii)
                 

            	
              admits
                in writing its liability, or is generally unable to pay its debts
                as such
                debts become due;

            


    

     

    
      	
              iii)
                 

            	
              makes a
                general assignment for the benefit of its
                creditors; 

            


    

     

    
      	
              iv)
                 

            	
              commences
                a voluntary case under federal bankruptcy laws (as now in hereafter
                in
                effect);

            


    

     

    
      	
              v)  

            	
              files
                a petition seeking to take advantage of any other law relating to
                bankruptcy, insolvency, reorganization, winding up, or composition
                or
                adjustment of debts;

            


    

     

    
      	
              vi)  

            	
              fails
                to controvert in a timely or appropriate manner, or acquiesces in
                writing
                to any petition filed against it in an involuntary case under such
                bankruptcy laws;

            


    

     

    
      	
              vii)
                 

            	
              take
                any action for the purpose of effecting any of the foregoing,
                or

            


    

     

    
      
        	
                e)

              	
                if
                  a proceeding or case is commenced, without the application or consent
                  of
                  Tenant, in any court of competent jurisdiction,
                  seeking:

              


      

    

     

    
      
        	
                i)
                   

              	
                the
                  liquidation, reorganization, dissolution, winding up, or composition
                  or
                  readjustment of debts, of Tenant;
                  or

              


      

    

     

    
      
        	
                ii)
                   

              	
                the
                  appointment of a trustee, receiver, custodian, liquidator or the
                  like of
                  Tenant or of all or a substantial part of its assets;
                  or

              


      

    

     

    
      
        	
                iii)
                   

              	
                similar
                  relief with respect of Tenant under any law relating to bankruptcy,
                  insolvency, reorganization, winding up, or composition or adjustment
                  of
                  debts, and such proceeding or case shall continue undismissed,
                  or an
                  order, judgment or decree approving or ordering any of the foreuoing
                  shall
                  be entered and continue unstayed and in effect, for a period of
                  sixty (60)
                  days, or an order for relief against Tenant shall be entered in
                  an
                  involuntary case under such bankruptcy
                  laws.

              


      

    

     

    The
      occurrences described in Section 17.1 (a)-(e) above are deemed, individually
      and
      collectively, an "Event of Default".

     

    Section
      17.2.Landlord's
      Option to Cure Tenant's Default If Tenant enters into a default
      under this Lease, upon Landlord's issuance of a written notice, as specified
      hereinabove, Landlord may cure the same at the sole expense of
      Tenant:

     

    
      	
              a)

            	
              immediately
                and without notice in the case of emergency; if said default is specified
                in Sections 17.1
                (a), (b) or (c), or if such default unreasonably interferes with
                the use
                by any other tenant of the Building;
                with the efficient operation of the Building; or will result in a
                violation of law or in a cancellation
                of any insurance policy maintained by Landlord,
                and

            


    

     

    
      
        	
                b)

              	
                after
                  the expiration of Landlord's 3-Day Notice of Intent to Cure, in
                  the case
                  of any default other than those specified in Section 17.2 (a)
                  hereinabove.

              


      

    

     

    Section
      17.3.Landlord's
      Option to Terminate this Lease. In addition to any other
      remedies Landlord may have at law or in equity, upon an Event of Default,
      Landlord shall be entitled to give to Tenant a written notice of intention
      to
      terminate this Lease at the expiration of three (3) days from the date of the
      uivincr of such
      notice, and if such notice is given by Landlord, and Tenant fails to cure the
      defaults specified therein, then this Lease and the Term and estate hereby
      granted (whether or not the Commencement Date has already occurred) shall
      terminate upon the expiration of such three (3) day period (a 'Default
      Termination"), with the same effect as if the last of such three (3) days were
      the Termination Date, except that Tenant shall remain liable for damages as
      provided hereinbelow or pursuant to law.

     

    SectIon
      I74.Certain
      Payments. Bills for all reasonable costs and expenses incurred
      by Landlord in connection with any performance by it under Section 17.2 shall
      be
      payable, as Additional Rent, pursuant to the provisions of Section
      4.3.

     

    Section
      17.5. Certain Waivers. Unless Tenant has submitted documentation that
      it validly disputes Landlord's billing for Fixed Monthly Rent hereunder, or
      is
      completing an audit of Landlord's Operating Expense Statement, if Tenant is
      in
      default in payment of Fixed Monthly Rent or Additional Rent hereunder, Tenant
      waives the right to designate the items against which any payments made by
      Tenant are to be credited. In lieu thereof, Landlord may apply any payments
      received from Tenant to the then-oldest billing remaining unpaid on Tenant's
      rental account or to any other payment due from Tenant, as Landlord sees
      fit.

     

    Section
      17.6.Landlord
      Default. Notwithstanding anything to the contrary set forth in
      this Lease, Landlord shall not be in default in the performance of any
      obligation required to be performed by Landlord pursuant to this Lease
      unless:

     

    
      	
              a)

            	
              in;
the
                event such default
                is with respect to the payment of money, Landlord fails to pay such
                unpaid
                amounts within five (5) business days of written notice from Tenant
                that
                the same was not paid when due, or

            


    

     

    
      	
              b)

            	
              in
                the event such default is other than the obligation to pay money,
                Lanlord
                fails to perform such obligation, within thirty (30) days after the
                receipt of notice form Tenant specifying in detail Landlord's failure
                to
                perform; provided, however, if the nature is such that more than
                thirty
                (30) days are required for its performance, then Landlord shall not
                be in
                default Under this Lease if it shall commence such performance within
                such
                thirty (30) days period and thereafter diligently pursue the same
                to
                completion within a reasonable time
                period.

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    Upon
      any
      such default by Landlord under this Lease, 'fen= may except as otherwise
      specifically provided in this Lease to the contrary, exercise any of its rights
      provided at law or in equity.

    
      ARTICLE
        18

      DAMAGES;
        REMEDIES; RE-ENTRY BY LANDLORD; ETC.

    

     

    Section
      18.1. Damages.
      In the event of a Default Termination, Landlord may recover from Tenant
      the

     

    
      	
              a)  

            	
              the
                worth at the time of award of the unpaid Fixed Monthly Rent and Additional
                Rent earned to the date of such Default Termination;
                and

            


    

     

    
      	
              b)  

            	
              the
                worth at the time of award of the amount by which the unpaid Fixed
                Monthly
                Rent and Additional Rent which would have been earned after the 'date
                of
                such Default Termination until the time of award exceeds the amount
                of
                such rental loss that Tenant proves could have been reasonably avoided;
                and

            


    

     

    
      	
              c)  

            	
              the
                worth at the time of award of the amount by which the unpaid Fixed
                Monthly
                Rent and Additional Rent which would have been earned for the balance
                of
                the Term after the time of award ekceeds the amount of such rental
                loss
                that Tenant proves could have been reasonably avoided;
                and

            


    

     

    
      	
              d)  

            	
              any
                other amount reasonably necessary to compensate Landlord for all
                of the
                detriment proximately caused by Tenant's failure to observe or perform
                any
                of its covenants and agreements under this Lease or which in the
                ordinary
                course of events would be likely to result therefrom, including,
                without
                limitation. the payment of the reasonable expenses incurred or paid
                by
                Landlord in re­ebtering and securing possession of the Premises and in
                the reletting thereof (including, without liMitation, altering and
                preparing the Premises for new tenants and brokers' commission);
                and

            


    

     

    
      	
              e)

            	
               at
                Landlord's sole election such other amounts in addition to or in
                lieu of
                the foregoing as may be permitted from time to time under applicable
                California laws.

            


    

     

    
      
        Sectfon
          18.2. Computations: The "worth at the time of award" is computed: 1the
          total Fixed Monthly Rent for the balance of the Term,
          plus



      
        	
                a)

              	
                in
                  paragraphs (a) and (b) above, by allowing interest at the rate
                  of ten
                  percent (10%) per annum (but in no event in excess of the maximum
                  rate
                  permitted by law); and

              


      

       

       

      
        	
                b)

              	
                in
                  paragraph (c) above, by discounting such amount at the discount
                  rate of
                  the Federal Reserve Bank of San Francisco at the time of award
                  plus one
                  percent (1%).

              


      

       

      
        	
                c)

              	
                For
                  purposes of computing unpaid rental which would have accured and
                  become
                  payable under this Lease, unpaid rental shall consist of the sum
                  of:

              


      

       

    

    
      	
              i)
                 

            	
              the
                total Fixed Monthly Rent for the balance of the Term,
                plus

            


    

     

    
      	
              ii)
 

            	
              a computation of Tenant's Share
                of
                Additional Rent due under the Lease including; without limitation,
                Tenant's Share of any increase in Operating Expenses (including real
                estate taxes) for the balance of the Term. For purposes of computing
                any
                increases due Landlord hereunder, Additional Rent for the calendar
                year of
                the default and for each future calendar year in the Term shall be
                assumed
                to be equal to the Additional Rent for the calendar year prior to
                the year
                in which default occurs, compounded at a rate equal to the mean average
                rate of inflation for the preceding five calendar years as determined
                by
                the United States Department of Labor, Bureau of Labor Statistics
                Consumer
                Price Index (All Urban Consumers, all items, 1982-84 equals 100)
                for the
                metropolitan area or region of which Los Angeles, California is a
                part. If
                such index is discontinued or revised, the average rate of inflation
                shall
                be determined by reference to the index designated as the successor
                or
                substitute index by the government of the United
                States.

            


    

     

    Section
      18.3. Re-Entryby Landlord.

     

    
      	
              a)  

            	
              Upon
                an Event of Default, Landlord or Landlord's authorized representatives
                may
                re-enter the Premises with appropriate legal process, and remove
                all
                persons and all property therefrom, either by summary dispossession
                proceedings or by any suitable action or proceeding at law, without
                being
                liable to indictment, prosecution or damages therefor, and may repossess
                and enjoy the Premises. No re-entry or repossession of the Premises
                by
                Landlord or its representatives under this Section 18.3 shall be
                construed
                as an election to terminate this Lease unless a notice of such election
                is
                given to Tenant or unless the termination thereof is decreed by a
                court of
                competent jurisdiction. The words "re-enter", "re-entry" and "re-entering"
                as used herein are not restricted to their technical legal
                meanings.

            


    

     

    
      	
              b)  

            	
              If
                an Event of Default specified occurs
                and continues beyond the period of grace (if any) therefor,
                then if
                Landlord does not elect to terminate this Lease Landlord may, from
                time to
                time and without terminating this Lease, enforce all its rights and
                remedies under this Lease, including the right to recover the Fixed
                Monthly Rent and Additional Rent as the same becomes payable by Tenant
                hereunder.

            


    

     

    
      	
              i)
 

            	
              If
                Landlord consents thereto, Tenant may sublet the Premises or any
                part
                thereof (which consent Landlord agrees will not be unreasonably withheld),
                subject to Tenant's compliance with the requirements of Article 11
                of this
                Lease. So long as Landlord is exercising this remedy it will not
                terminate
                Tenant's right to possession of the Premises, but it may engage in
                the
                acts permitted by Section 1951.4(c) of the California Civil
                Code.

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	
              c) 

            	
              If
                Tenant permanently abandons the Premises in breach of this Lease,
                Landlord
                shall have the right o
                relet the Premises or any part thereof on such terms and conditions
                and at such rentals as Landlord in its reasonable discretion may
                deem
                advisable, with the right to make alterations and repairs in and
                to the
                Premises necessary to reletting. If Landlord so elects to relet,
                then
                gross rentals received by Landlord from the reletting shall be
                applied:

            


    

     

    
      	
              i)  

            	
              first,
                to the payment of the reasonable expenses incurred
                or paid
                by Landlord in re-entering and securing possession of the Premises
                and in
                the reletting thereof (including, without limitation, altering and
                preparing the Premises for new tenants and brokers'
                commissions);

            


    

     

    
      	
              ii)  

            	
              second,
                to the payment of the Fixed Monthly Rent and Additional
                Rent payable by Tenant hereunder; and

            


      	 	 


      	iii)  	
              third,
                the remainder, if any to be retained by Landlord
                and
                applied to the payment of future Fixed Monthly Rent and Additional
                Rent as
                the same become due.

            


    

     

    Should
      the gross rentals received by Landlord from the reletting be insufficient to
      pay
      in full the sums stated in Section 18.3 (a) and (b) hereinabove, Tenant shall,
      upon demand, pay the deficiency to Landlord.

     

    Section
      18.4. Certain Waivers. After Landlord has actually obtained
      possession of the Premises pursbant to any lawful order of possession granted
      in
      a valid court of law, Tenant thereafter waives and surrenders for Tenant, and
      for all claiming under Tenant, all rights and privileges now or hereafter
      existing to redeem the Premises (whether by order or judgment of
      any court or
      by any legal process or writ) to assert Tenant's continued right to occupancy
      of
      the Premises; or to have a continuance of this Lease for the Term hereof. Tenant
      also waives the provisions of any law relating to notice and/or delay in levy
      of
      execution in case of, an eviction
      or
      dispossession for nonpayment of rein, and of any successor or other law of
      like
      import.

     

    Section
      183. Cumulative Remedies. The remedies of Landlord provided for
      in this Lease are cumulative and are not intended to be exclusive of any other
      remedies to which Landlord may be, lawfully entitled. The exercise by Landlord
      of any remedy to which it is entitled shall not preclude or hinder the exercise
      of any other such remedy.

     

    ARTICLE
      19 INSURANCE

     

    Section
      19.1. Landlord Obligations:

     

    
      	
              a)

            	
              Landlord
                shall secure and maintain during the Term of this Lease the following
                insurance:

            


    

     

    
      	
              i)  

            	
              Commercial
                General Liability and Umbrella Liability insurance relating to Landlord's
                operation of the Building, for personal and bodily injury and death,
                and
                damage to other's property.

            


    

     

    
      	
              ii)  

            	
              All
                risk of standard fire insurance and extended coverage including vandalism
                and malicious mischief and sprinkler leakage endorsements relating
                to the
                Building, the parking facilities, the common area improvements and
                any and
                all improvements installed in on or upon the Premises and affixed
                thereto
                (but excluding Tenant's fixtures, furnishings, equipment, personal
                property or other elements of Tenant's
                Property);

            


    

     

    
      	
              iii)
 

            	
               Such
                other insurance (including, without limitation, boiler and machinery,
                rental loss, earthquake and/or flood insurance) as Landlord reasonably
                elects to obtain or any Lender
                requires.

            


    

     

    
      	
              b)

            	
              Insurance
                effected by Landlord under this Section 19.1 will
                be:

            


    

     

    
      	
              i)  

            	
              In
                amounts which Landlord from time to time reasonably determines sufficient
                or which any ; Lender requires; and

            


    

     

    
      	
              ii)  

            	
              Subject
                to such deductibles and exclusions as Landlord reasonably deems
                appropriate.

            


    

     

    
      	
              c)

            	
               Notwithstanding
                any contribution by Tenant to the cost of insurance premiums as provided
                herein, Tenant acknowledges that Tenant has no right to receive any
                proceeds from any insurance policies carried by Landlord, but shall
                continue to receive the waiver of subrogation benefits pursuant to
                Section
                19.4 below,

            


    

     

    Section
      19.2. Tenant Obligations.

     

    
      	
              a) 

            	
              Prior
                to the Commencement Date or Tenant's anticipated early possession
                date of
                the Premises and thereafter during the Term of this Lease, Tenant
                shall`secure and maintain, at its own expense throughout the Term
                of this
                Lease the following minimum types and amounts of insurance, in form
                and in
                companies acceptable to Landlord, insuring Tenant, its employees,
                agents
                and designees:

            


    

     

    
      	
              i)  

            	
              Workers'
                Compensation Insurance, the amount and scope required by statute
                or other
                governing law.

            


    

     

    
      	
              ii)  

            	
              Employer's
                Liability Insurance in amounts equal to the following: Bodily Injury
                by
                accident -, $1,000,000 each accident; Bodily Injury by disease -
                $1,000,000 policy limit; and Bodily Injury by disease - $1,000,000
                each
                employee.

            


    

     

    
      	
              iii)
                 

            	
              CommercialGeneral
                Liability on an occurrence basis, without claims-made features, with
                bodily injury and property damage coverage in an amount equal to
                the
                greater of (1) the insurance currently maintained by Tenant or (2)
                a
                combined single limit of $2,000,000; and such insurance shall include
                the
                following coverages: (A) Premises and Operations coverage with X,
                C, and U
                exclusions for explosion, collapse, and underground property damage
                deleted under both premises/operations and contractual liability
                coverage
                parts, if applicable; (B) Owner and Contractor Protective coverage;
                (C)
                Products and Completed Operations coverage; (D) Blanket Contractual
                coverage, including both oral and written contracts; (E) Personal
                Injury
                coverage; (F) Broad Form Comprehensive General Liability coverage
                (or its
                equivalent); and (G) Broad Form Property Damage coverage, including
                completed operations.

            


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              iv)  

            	
              All
                risk of standard fire insurance and extended coverage with vandalism
                and
                malicious mischief and sprinkler leakage endorsements, insuring fixtures,
                glass, equipment, merchandise, inventory and other elements of Tenant's
                Property in the Premises, and all other contents of the Premises
                (e.g.
                Tenant Improvements, furniture, fixtures, equipment). Such insurance
                shall
                be in an amount equal to 100% of the replacement value thereof (and
                Tenant
                shall re-determine the same as frequently as necessary in order to
                comply
                herewith). The proceeds of such insurance, so long as this Lease
                remains
                in effect, shall be used to repair and/or replace the items so
                insured.

            


    

     

    
      	
              v)  

            	
              A
                commercially reasonable and customary policy of business interruption
                insurance with respect to the operation of Tenant's
                business.

            


    

     

    
      	
              vi)
 

            	
              Any
                other forms of insurance'Landlord may reasonably require from time
                to time
                as compared to prudent landlords of Comparable Buildings, in form
                and
                amounts and for insurance risks against which a pnident tenant of
                comparable size in a comparable business would protect
                itself.

            


    

     

    
      	
              b)

            	
              All
                insurance policies maintained to provide the coverages required herein
                shall:

            


    

     

    
      	
              i)  

            	
              Be
                issued by insurance companies authorized to do business in the state
                in
                which the leased premises are located, and with companies rated,
                at a
                minimum "A- VII" by A.M. Best;

            


    

     

    
      	
              ii)  

            	
              Bc
                subject to the prior approval of Landlord (which approval shall not
                be
                unreasonably withheld) as to form, substance and
                insurer;

            


    

     

    
      	
              iii)  

            	
              Provide
                for a deductible only so long as Tenant shall remain liable for payment
                of
                any such j deductible in the event of any
                loss;

            


    

     

    
      	
              iv)  

            	
              Intentionally
                Omitted;

            


    

     

    
      	
              v)  

            	
              Contain
                provisions for at least ten (10) days advance written notice to Landlord
                of cancellation due to non-payment and thirty (30) days advance written
                notice to Landlord of material modification or cancellation for any
                reason
                other than non-payment; and

            


    

     

    
      	
              vi)  

            	
              Stipulate
                that coverages afforded under such policies are primary insurance
                as
                respects Landlord and that any other insurance maintained by Landlord
                are
                excess and non-contributing with the ; insurance required
                hereunder.

            


    

     

    
      	
              e)

            	
              No
                endorsement limiting or excluding a required coverage is
                permitted.

            


    

     

    
      	
              d)  

            	
              Tenant
                shall deliver to Landlord written evidence of insurance coverages
                required
                herein prior to the Delivery Date. Tenant shall deliver to Landlord
                no
                less than fifteen (15) days prior to the expiration Of any required
                coverage, written evidence of the renewal or replacement of such
                coverage.
                Landlord's failure at any time to object to Tenant's failure to provide
                the specified insurance or written evidence thereof (either as to
                the type
                or amount of such insurance) shall not be deemed as a waiver of Tenant's
                obligations under this Section.

            


    

     

    
      	
              e)  

            	
              Landlord
                shall be named as an additional insured on the Tenant's policies
                of
                General Liability and gmbrella Liability insurance. Landlord shall
                be
                named as a loss payee on the Tenant's policies of All Risk insurance
                as
                their interest may appear to the extent any fixtures, equipment,
                improvements and installations attached or built into the Premises
                by
                Tenant or on Tenant's behalf at any time during the Term shall, at
                the
                expiration or earlier termination of this Lease, be deemed the property
                of
                Landlord; become a permanent part of the Premises and remain therein.
                Tenant shall deliver to Landlord the appropriate endorsements evidencing
                additional insured and loss payee status. Any claim for loss under
                said
                insurance policies shall be payable notwithstanding any act, omission,
                negligence, representation, misrepresentation or other conduct or
                misconduct of Tenant which might otherwise cause cancellation, forfeiture
                or reduction of such insurance.

            


    

     

    
      	
              f)

            	
              The
                insurance requirements in this Section shall not in any way limit,
                in
                either scope or amount, the indemnity obligations separately owed
                by one
                party to the other under the Lease.

            


    

     

    
      	
              g)  

            	
              Nothing
                herein shall in any manner limit the liability of one party for
                non-performance of its obligations or for loss or damage for which
                such
                party is responsible, except as provided in Section  19.4.
                The aforementioned minimum limits of policies shall in no event limit
                the
                liability of either party
                hereunder.

            


    

     

    
      	
              h)  

            	
              Tenant
                may, at its option, satisfy its insurance obligations hereunder by
                policies of so-called blanket insurance carried by Tenant provided
                that
                the same shall, in all respects, comply with the provisions hereof
                In such
                event, Tenant shall not be deemed to have complied with its obligations
                hereunder until Tenant shall have obtained and delivered to Landlord
                a
                copy of each such policy together with an appropriate endorsement
                or
                certificate applicable to and evidencing full compliance with the
                specific
                requirements of the Lease (irrespective of any claim which may be
                made
                with respect to any other property or liability covered under such
                policy), and until the same shall have been approved by Landlord
                in
                writing.

            


    

     

    Section
      19.3.Compliance
      with Building Insurance Requirements. After Tenant takes
      occupancy of the Premises, Tenant shall not violate or permit in, on
      or upon the Premises the violation of any condition imposed by such
      standard fire insurance policies as are normally issued for office buildings
      in
      the City or County in which the Building is located. Tenant shall not do, suffer
      or permit anything to he clone, or keep, suffer or permit anything to be kept,
      in the Premises which would, increase the risk ratings or premium calculation
      factors on the Building or property therein (collectively an `Increased Risk"),
      or which would result in insurance companies of good standing refusing to insure
      the Building or any property appurtenant thereto in such amounts and against
      such risks as Landlord may reasonably deterniirie from time to time are
      appropriate.

    

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

    

     

     

    Notwithstanding
      the above, if additional insurance is available to cover such Increased Risk,
      Tenant shall not be in default hereunder if:

     

    
      	
              a)  

            	
              Tenant
                authorizes Landlord in writing to obtain such additional insurance;
                and

            


    

     

    
      	
              b)  

            	
              prepays
                the annual cost thereof to Landlord for such additional coverage,
                as well
                as the additional Costs, if any of any increase in Landlord's other
                insurance premiums resulting from the existence or continuance of
                such
                Increased Risk.

            


    

     

    Section
      19.4.Mutual VVaiver of Subrogation. Landlord and
      Tenant intend that their respective property loss risks shall be borne by
      reasonable insurance carriers to the extent above provided, and Landlord and
      Tenant hereby agree to look solely to and seek recovery only from their
      respective insurance carriers in the event of a property loss to the extent
      that
      such coverage is agreed to be provided hereunder. The parties each hereby waive
      all rights and claims against each other for such losses, and waive all rights
      of subrogation of their respective insurers, provided such waiver of subrogation
      shall not affect the right to the insured to recover thereunder. The parties
      agree that their respective insurance poliCies are now or shall be endorsed
      such
      that the waiver of subrogation shall not affect the right of the insured to
      recover thereunder.

     

    Section
      19.5.Failure to Secure. If at any time during the
      Term, and after expiration of three (3) business days' prior written demand
      therefore from Landlord, Tenant fails to:

     

    
      	
              a)

            	
              Provide Landlord with access to a registered
                insurance
                broker of record that can verify Tenant's compliance with the requirement
                contained in this Article 19; or 

            


    

     

    
      	b)	provide
              documentation reasonably acceptable to Landlord that Tenant has secured
              and maintained the insurance coverage required hereunder,
              


    

     

    then
      such
      failure shall be considered a material default under the Lease, and Landlord
      shall have the option, but not the obligation, upon prior written notice to
      obtain such insurance onbehalf of or as the agent of Tenant and in Tenant's
      name.

     

    Tenant
      shall pay Landlord's billing for the premiums associated with such insurance
      policy or policies within five (5) days after receipt of Landlord's billing,
      as
      well as such other reasonable costs and fees arising out of such default
      together with interest on the entire amount so advanced by Landlord, at the
      rate
      of ten percent (10%) per annum, computed from the date of such advance. Such
      advances, if made by Landlord, shall be construed as, and considered Additional
      Rent under this Lease.

     

    ARTICLE
      20

    MISCELLANEOUS

     

    Section
      20.1.Entire Agreement. This Lease, including the
      exhibits and guaranty of lease, if any, annexed hereto, contains all of the
      agrecinents and understandings relating to the leasing of the Premises and
      the
      obligations of Landlord and Tenant in connection therewith and neither party
      and
      no agent or representative
      thereof has made or is making, and neither party in executing and delivering
      this Lease is relying upon, any warranties or representations, except to the
      extent set forth in this Lease. All understandings and agreements heretofore
      had
      between Landlord and Tenant relating to the leasing of the Premises are merged
      in this Lease, which alone fully and completely expresses their agreement.
      The
      Riders (if any) and Exhibits annexed to this Lease and the Construction
      Agreement are hereby incorporated herein and made a part hereof.

     

    Section
      20.2. NoWaiver or Modification. The failure of
      Landlord or Tenant to insist in any instance uponithe strict keeping, observance
      or performance of any
      covenant or agreement contained in this Lease or to exercise any election herein
      contained shall not be construed as a waiver or relinquishment for the future
      of
      such covenant or agreement, but the same shall continue and remain in full
      force
      and effect. No Waiver or modification by either Landlord or Tenant of any
      covenant or agreement contained in this Lease shall be deemed to have been
      made
      unless the same is in writing executed by the party whose rights are being
      waived or modified. No surrender of possession of any part of the Premises
      shall
      release Tenant from any of its obligations hereunder unless accepted in writing
      by Landlord. The receipt and retention by Landlord, and the payment by Tenant,
      of Fixed Monthly Rent or Additional Rent with knowledge of the breach of any
      covenant or agreement contained in this Lease shall not be deemed a waiver
      of
      such breach by either Landlord or Tenant.

     

    Section
      20.3.Time of the Essence. Time is of the essence of
      this Lease and of all provisions hereof.

     

    Section
      20.4. Force Majeure. For the purposes of this Lease, "Force Majeure"
      shall be defined as any or all prevention, delays or stoppages and/or the
      inability to obtain services, labor, materials or reasonable substitutes
      therefor, when such prevention, delay, stoppage or failure is due to strikes,
      lockohts, labor disputes, terrorist acts, acts of God, governmental actions,
      civil commotion, tire or other casualty, and/or other causes beyond the
      reasonable control of the party obligated to perform, except that ForcelMajeure
      may not be raised as a defense (except as provided in a specific rent abatement
      provision of thiS Lease) for Tenant's non-performance of any obligations imposed
      by the Lease with regard to the payment of Fixed Monthly Rent and/or Additional
      Rent or Landlord's payment obligations.


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

     

    Notwithstanding
      anything to the contrary contained in this Lease, Force Majeure shall excuse
      the
      performance of such party for a period equal to any suite prevention, delay,
      stoppage or inability. Therefore, if this Lease specifies a time period for
      performance of an obligation by either party, that time peribd shall be extended
      by the period of any delay in such party's performance caused by a Force Mal,e
      u
      re.

     

    Section
      20.5. Broker. Landlord and Tenant represent to one another that each
      has dealt with no broker or agent in connection with this Lease or its
      negotiations other than Douglas,
      Emmett and Company andBeitler
      Commercial Realty. Landlord and Tenant shall hold one another
      harmless from and against any and all liability, loss, damage, expense, claim,
      action, demand, suit or obligation arising out of olr relating
      to a
      breach by the indemnifying party of such representation. Landlord agrees to
      pay
      all commissions due to the brokers listed above created by Tenant's execution
      of
      this Lease.

     

    Section
      20.6. Governing Law. This'Lease shall be governed by and
      construed in accordance with the laws of the State of California.

     

    Section
      20.7. Submission of Lease. Whether or not rental deposits have
      been received by Landlord from Tenant, and whether or not Landlord has delivered
      to Tenant an unexecuted draft version of this Lease for Tenant's review and/or
      signature, no contractual or other rights shall exist between Landlord and
      Tenant with respect to the Premises, nor shall this Lease be valid and/or in
      effect until this Lease has been fully executed and a duplicate original of
      said
      fully-executed Lease has been delivered to both Landlord and
      Tenant.

     

    The
      submission of this Lease to Tenant shall be for examination purposes only and
      does not and shall not constitute a reservation of or an option for Tenant
      to
      lease, or otherwise create any interest by Tenant in the Premises or any other
      offices or space situated in the Building. Execution of ibis Lease by Tenant
      and
      its return to Landlord shall not be binding upon Landlord, notwithstanding
      any
      time interval, until Landlord has in fact executed and delivered a
      fully-executed duplicate original of this Lease to Tentint. Landlord and Tenant
      agree hereby to authorize transmission of all or portions of documents,
      inchiding'signature lines thereon, by facsimile machines, and further authorize
      the other party to rely conclusively upon such facsimile transmissions as if
      the
      original had been received.

     

    Section
      20.8. Captions. The captions in this Lease are for`convenience only and
      shall not in any wily limit or be deemed to construe or interpret the terms
      and
      provisions hereof.

     

    Section
      20.9. Singularand
      Plural, Etc. The words "Landlord" and "Tenant", as used herein,
      shall inchide the plural as well as the singular. Words used in the masculine
      gender include the feminine and neuter. If there be more than one. Landlord
      or Tenant
      the obligations hereunder imposed upon Landlord and Tenant shall be joint,
      and
      several.

     

    Section
      20.10.Independent
      Covenants. Except where the covenants contained in one Article
      of this Lease are clearly affected by or contingent upon fulfillment by either
      party of another Article or paragraph of this Lease, this Lease shall be
      construed as though, the covenants herein between Landlord and Tenant are
      independent and not dependent and Tenant hereby expressly waives the benefit
      of
      any statute to the contrary and agrees that if Landlord fails to peribrm its
      obligations set forth herein, Tenant shall' not be entitled to make any repairs
      or perform any actions hereunder at
      Landlord's expense or to any set-off of the Rent or other amounts owing
      hereunder against Landlord, except as otherwise provided herein; provided,
      however, that the foregoing shall in no way impair the right of Tenant to
      commence -a separate action against Landlord for the violation by Landlord
      of
      the provisions hereof so long as notice is first given to Landlord and any
      holder of a mortgage or deed of trust covering the Building, Real Property
      or
      any portion thereof of whose address Tenant has theretofore been notified,
      and
      an opportunity is granted to Landlord and such holder to correct such violations
      as provided above.

     

    Section
      20.11. Severability. If any covenant or agreement of this Lease or the
      application thereof to any person or circumstance shall be held to be invalid
      or
      unenforceable, then and in each such event the remainder of this Lease or the
      application of such covenant or agreement to any other person or any other
      circumstance shall not be thereby affected, and each covenant and agreement
      hereof shall remMo valid;and enforceable to the fullest extent permitted by
      law.

     

    Section
      20.12. Warrantyof
      Authority. If Landlord or Tenant signs as a corporation, limited
      liability company or a partnership, each of the persons executing this Lease
      on
      behalf of Landlord or Tenant hereby covenant and warrant that each is a duly
      authorized and existing entity, that each has and is qualified to do business
      in
      California, that the persons signing on behalf of Landlord or Tenant have full
      right and authority to enter into this Lease, and that each and every person
      signing on behalf of either Landlord or Tenant are authorized to do
      so.

     

    Section
      20.13.NoRepresentations
      or Warranties. Neither Landlord nor Landlord's agents or
      attorneys have made any representations or warranties with respect to the
      Premises, the Building or this Lease, except as expressly set forth herein,
      and
      no rights, easements or licenses are or shall be acquired by Tenant by
      implication or otherwise.

     

    Section
      20.14. No Joint Venture
      or Partnership. This Lease shall not be deemed or construed to
      create or establish any relationship of partnership or joint venture or similar
      relationship or arrangement between Landlord and Tenant hereunder.

     

    Section
      20.15. Tenant's
      Obligations At Its Sole Expense. Notwithstanding the net that
      certain references in this Lease to acts required to be performed by Tenant
      hereunder, or to breaches or defaults of thiS Lease by Tenant, omit to state
      that such acts shall be performed at Tenant's sole expense, or omit to state
      that such breaches or defaults by Tenant are material, unless the context
      clearly implies to the contrary each and every act to be performed or obligation
      to be fulfilled by Tenant pursuant to this Lease shall; be performed or
      fulfilled at Tenant's sole expense, and all breaches or defaults by Tenant
      hereunder shdll be deemed material.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    Section
      20.16. Attorneys' Fees. If litigation is instituted between Landlord
      and Tenant, the cause for which arises out of or in relation to this Lease,
      the
      prevailing party in such litigation shall be entitled to receive its
      costs (not Limited to court costs), expenses and reasonable attorneys'
      fees from the non-prevailing party as the same may be awarded by the
      court.

     

    Setion
      20.17.Waiver of Trial by Jury. In the interest of saving time
      and expense, Landlord and Tenant hereby consent to trial without a jury in
      any
      action, proceeding or counterclaim brought by either of the parties hereto
      against the other or their successor-in-interest in respect to any matters
      arising out of or relating to this Lease.

     

    Section
      20.18. NoMerger. The voluntary or other surrender of
      this Lease by Tenant, or a mutual cancellation thereof, shall not
      work a merger, and shall, at the option of Landlord terminate all or
      any
      exiting subleases or subtenancies, or may, at the option of Landlord, operate
      as
      an assignment to it of anylor all such subleases or subtenancies.

     

    Section
      20.19. Prohibition Against Recording. Except as provided in Section
      14.3 of this Lease, neither this Lease, nor any memorandum, affidavit or other
      writing with respect thereto, shall be recorded by Tenant or by anyone acting
      through, under or on behalf of Tenant, and the recording thereof in violation
      of
      this provision shall make this Lease null and void at Landlord's
      election.

     

    Section
      20.20. Hazardous Waste. Tenant specifically agrees that, except for
      such limited quantities of office materials and supplies as are customarily
      used
      in Tenant's normal business operations, Tenant shall not engage or permit at
      any
      time, any operations or, activities upon, or any use or occupancy of the
      Premises, or any portion thereof, for the putpose of or in any way involving
      the
      handling, manufacturing, treatment, storage, use, transportation, spillage,
      leakage, dumping, discharge or disposal (whether legal or illegal, accidental
      or
      intentional) of any hazardous substances, materials or wastes, or any wastes
      regulated under any local, state or federal law.

     

    Tenant
      shall, during the Term, remain in full compliance with all applicable laws
      governing its use and occupancy of the Premises, including, without limitation,
      the handling, manufacturing, treatment, storage, disposal, discharge, use,
      and
      transportation of hazardous substances, materials or wastes, and any wastes
      regulated under any local, state or federal law. Tenant will remain in full
      compliance with the terms and conditions of all permits and licenses issued
      to
      it by any governmental authority on account of any or all Of its activities
      on
      the Premises.

     

    Nothing
      in this Lease shall impose any obligation or liability upon Tenant with respect
      to hazardous waste that was in the Premises and or Building before Tenant first
      took occupancy of each portion of the PreMises and or Building or which was
      placed in the Premises and or Building at any time by anyone other than
      Tenant.

     

    Section
      20.21. Transportation Management. Tenant shall, at Tenant's sole
      expense, fully comply with all present or future progams intended to manage
      parking, transportation or traffic in and around the Building, when the same
      have been mandated by an outside governmental authority having jurisdiction
      therefor and not when required for the convenience of Landlord.

     

    In connection
      therewith, Tenant shall be responsible for the transportation planning and
      management for all of Tenant's employees while located at the Premises, by
      working directly with Landlord, any governmental transportation management
      organization or any other transportation-related committees or entities
      reasonably designated by Landlord. Such programs may include, without
      limitation: restrictions
      on the number of peak-hour vehicle trips generated by Tenant; requirements
      for
      increased vehicle occupancy; implementing
      an in-house ride-sharing program and/or appointing an employee transportation
      coordinator; working
      with employees of any Building (or area-wide) ridesharing program manager;
      instituting
      employer-sponsored incentives (financial or in-kind) to encourage employees
      to
      ridesharing; and utilizing
      flexible work shifts for employees.

     

    
      	
              a)

            	
              restrictions on the number of
                peak-hour
                vehicle trips generated by Tenant;

            


    

     

    
      	
              b)

            	
              requirements for increased vehicle
                occupancy;

            


    

     

    
      	
              c)

            	
              implementing an in-house ride-sharing
                program and/or appointing an employee transportation
                cordinator;

            


    

     

    
      	
              d)

            	
              working with employees of any
                Building (or
                area-wide) ridesharing program
                manager;

            


    

     

    
      	
              e)

            	
              instituting employer-sponsered
                incentives
                (financial or in-kind) to encourage employees to ridesharing;
                and

            


    

     

    
      	
              f)

            	
              utilizing flexible work shifts
                for
                employees.

            


    

     

    Section
      20.22.Signage. Tenant may not install, inscribe, paint
      or affix any awning, shade, sign. advertisement or notice on or to any part
      of
      the outside or inside of the Building, or in any portion of the PremiSes visible
      to the outside of the Building or common areas without Landlord's prior written
      consent, which shall not
      be unreasonably withheld, conditioned or delayed.

     

    All
      signage and/or directory listings installed on behalf of Tenant, whether
      installed in, on or upon the public corridors, doorways, Building directory
      and/or parking directory (if any), or in any other location whatsoever visible
      outside of the Premises, shall be installed by Landlord, at Tenant's sole
      expense.

     

    Tenant's
      identification on or in any common area of the
      Building shall be limited to Tenant's name and suite designation, and
      in
      no event shall Tenant be entitled to the installation of Tenant's logo in any
      portion of the Building or common areas. Furthermore, the size, style, and
      placement of letters to be used in any of Tenant's signage shall be determined
      by Landlord, in Landlord's sole discretion, in full conformance with
      previously-established signage program for the Building.

     


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

     

    Except
      as
      specified hereinbelow, Tenant shall only be entitled to one (1) listing on
      the
      Building directory, or any parking directory ancillary thereto, which shall
      only
      show Tenant's business name and suite designation. Tenant shall also be entitled
      to a maximum of twenty (20) additional listings on said Building and/or parking
      directory, which listings shall be limited solely to Tenant's officers,
      employees, subSidiaries, affiliates and/or sublessees, if any. All of said
      Iidtings shall be subject to Landlord's prior written approval, which shall
      not
      be unreasonably withheld, conditioned or delayed.

     

    Section
      20.23. Disclosure. Landlord and Tenant acknowledge that principals of
      Landlord have a financial interest in Douglas Emmett Realty Advisors and P.L.E.
      Builders.

     

    Section
      20.24.Confidentiality. Landlord and Tenant agree that
      the covenants and provisions of this LeaSe shall not be divulged to anyone
      not
      directly involved in the management, administration, ownership, lending against,
      or subleasing of the Prerriises, which permitted disclosure shall include,
      but
      not be limited to, the board members, legal counsel and/or accountants of either
      Landlord or Tenant.

     

    Section
      20.25. Guaranty. Concurrently with Tenant's execution of this Lease and
      as a condition prededent to the effectiveness of this Lease, Tenant shall cause
      Scott Mitchell Rosenberg, an individual and (Brian K. Altounian, an individual,
      jointly and severally,
      to execute and deliver to Landlord a Guaranty of Lease in the form of
      the
      Guaranty of Lease attached to this Lease as Exhibit E.

     

    Section
      20.25.1. Substitution of Letter of Credit in place of the Guaranty.
Landlord and Tenant agree that within the first sixty (60) days
      following the full execution of this Lease, Tenant shall replace the Guaranty
      with a "Letter of Credit" (as defined below iris Article
      23) and only upon Landlord's acknowledged receipt of the Letter of Credit,
      shall
      the Guaranty deemed null and void. The Letter of Credit shall be delivered
      to
      Rita Silver, Controller at (Landlord's corporate offices located at 808 Wilshire
      Boulevard, Suite 200, Santa Monica, California 90401 via courier or overnight
      mail, no later than the expiration of the sixtieth (60th ) calendar day
      following the full execution of this Lease (the "Substitution
      Date").

     

    ARTICLE
      21 

    PARKING

     

    Section
      21.1.Parking. Throughout the Term, Tenant shall have
      the right, but not the obligation to purchase and assign to its employees the
      number of parking pennits set forth in 

    Section
      21.1 of the Basic Lease Information (`BLI"). Except as othenvise permitted
      by
      Landlord's management agent in its reasonable discretion, and based on the
      availability thereof, in no event shall Tenant be entitled to purchase more
      than
      the number of parking permits listed in the BLI. If additional parking permits
      are available on a month-to-month basis, which determination shall be in the
      sole discretion of
      Landlord's parkingagent, Tenant shall be permitted to purchase one or
      more of said permits on a first-come, frst- serveebasis.

     

    Said
      parking permits shall allow Tenant to park in the Building parking facility
      at
      the posted monthly parking rates and charges then in effect, plus any and all
      applicable taxes, provided that such rates may be changed from time to time,
      in
      Landlord's sole discretion. Landlord shall retain sole discretion to designate
      the location of each parking space, and whether it shall be assigned, or
      unassigned, unless specifically agreed to otherwise in writing between Landlord
      and Tenant.

     

    Guests
      and invitees of Tenant shall have the right to use, in common with guests and
      invitees of other; tenants of the Building, the transient parking facilities
      of
      the Building at the then-posted parking rates and charges, or at such other
      rate
      or rates and charges as may be agreed upon from time to time between Landlord
      and Tenant in writing. Such rate(s) or charges maybe changed by Landlord from
      time to time in Landlord's sole discretion, and shall include, without
      limitation, any and all fees or taxes relating to parking assessed to Landlord
      for such parking facilities.

     

    Tenant
      or
      Tenant's agents, clients, contractors, directors, employees, invitees,
      licensees, officers, partners or shareholders continued use of said transient,
      as well as monthly parking, shall be contingent upon Tenant and Tenant's agents,
      clients, contractors, directors, employees, invitees, licensees, officers,
      partners or shareholders continued compliance with the reasonable and
      non-discriminatory rules and regultions adopted by Landlord, which rules and
      regulations may change at any time or from time to time during the Term hereof
      in Landlord's sole discretion.

     

    ARTICLE
      22

    CONCIERGE
      SERVICES

     

    Section
      22.1.Provision of Services. Landlord and Tenant
      acknowledge and understand that Landlord may, from time to time, make it
      possible for Tenant to use or purchase a variety of personal services which
      may
      include, but not be limited to, personal shopping, assistance with choosing
      or
      obtaining travel reservations, accommodations and/or tickets; tickets to
      performances, recommendations to eating establishments; and the like
      (collectively "Concierge Services").

     

    Tenant
      acknowledges that said Concierge Services are provided by Landlord solely as
      an
      accommodation to and for the convenience of Tenant and Tenant's agents,
      contractors, directors, employees, licensees, officers, partners or
      shareholders, and Landlord does not make any representation, warranty or
      guarantee, express or implied, as to the quality, value, accuracy, or
      completeness of said Concierge Services, or whether or not Tenant shall be
      satisfied with the services and/or goods so provided and/or recommended.
      Landlord hereby disclaims any control over the variety or sufficiency of such
      srvices to be provided.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

     

    Tenant
      acknowledges that Tenant is not required to use such Concierge Services as
      a
      condition precedent to compliance with the Lease that Tenant's use of such
      Concierge Services is strictly voluntary, and at the sole discretion and control
      of Tenant. Tenant shall independently make such financial arrangements for
      payment of the services provided as Tenant deems reasonable and of
      value.

     

    ARTICLE
      23

    LETTER'OF
      CREDIT

     

    Prior
      to
      the Substitution Date (as defined above on Section 20.25.1), Tenant shall
      deliver to Landlord, as collateral for the full and faithful performance by
      Tenant of all of its obligations under this Lease, an irrevocable and
      unconditional negotiable letter of credit (the "Letter of Credit"),
      substantially in the form attached as Exhibit G hereto and made;a part hereof,
      and containing the terms required heren, payable in the County of Los Angeles,
      California, running in favor of Landlord, issued by a solvent bank reasonably
      approved by Landlord under the supervision of the Superintendent of Banks or
      the
      State of California, or a National Banking Association, in the amount of
      5336,000.00 ("LC Amount''). The LC Amount shall be subject to reduction annually
      during the initial Lease Temi, per Section 23.2 below. Further, the Letter
      of
      Credit shall be:

     

    
      	
              a)

            	
              at
                sight and irrevocable;

            


    

     

    
      	
              b)

            	
              maintained
                in effect for the entire period from the date of execution of this
                Lease
                through the date (`Lease Expiration Date) which is sixty (60) days
                following the expiration of the Term of this Lease, provide that
                the
                expiration date thereof shall be no earlier than the Lease Expiration
                Date
                or Provide for automatic, renewal thereof at least through the Lease
                Expiration Date, unless the issuing hank provides at least sixty
                (60) days
                prior written notice to Landlord of such non-renewal by certified
                mail,
                return receipt requested at the address set forth on the form of
                Letter of
                Credit attached as Exhibit G, and Tenant shall deliver a new Letter
                of
                Credit to Landlord at least sixty (60) days prior to the expiration
                of the
                Letter of Credit without any action whatsoever on the part of
                Landlord;

            


    

     

    
      	
              c)

            	
              subject
                to the Uniform Customs and Practices for Documentary Credits (1993-Rev)
                International Chamber of Commerce Publication #500;
                and

            


    

     

    
      	
              d)

            	
              fully
                assignable by Landlord in connection with only the first of any number
                of
                transfers during the Lease Term of Landlord's interest in this Lease
                (with
                Tenant bearing any fees, costs or expenses in connection with any
                such
                transfer), and permit partial
                draws.

            


    

     

    In
      addition to the foregoing, the form and terms of the Letter of Credit (and
      the
      bank issuing the same) shall be acceptable to Landlord, in Landlord's reasonable
      discretion, and shall provide, among other things, in effect that:

     

    
      	
              i)

            	
              Landlord,
                or its then managing agent, shall have the right to draw down an
                amount up
                to the face amount of the Letter of Credit upon the presentation
                to the
                issuing bank of Landlord's (or Landlord's then managing agent's)
                written
                statement that Landlord is entitled to make such drawing under this
                Lease,
                it being understood that if Landlord or its managing agent be a
                corporation, partnership or other entity, then such statement shall
                be
                signed by an officer (if a corporation), a general partner (if a
                partnership), or any authorized party (if another
                entity);

            


    

     

    
      	
              ii)

            	
              the
                Letter of Credit will be honored by the issuing bank without inquiry
                as to
                the accuracythereof and regardless of whether the Tenant disputes
                the
                content of such statement; and

            


    

     

    
      	
              iii)

            	
              in
                the event of a transfer of Landlord's interest in the Building, Landlord
                shall transfer the Letter of Credit, in whole or in part (or cause
                a
                substitute letter of credit to be delivered, as aPplicable) to the
                transferee and thereupon the Landlord shall, without any further
                agreement
                between the parties, be released by Tenant from all liability therefor,
                and it is agreed that the provisions hereof shall apply to every
                transfer
                or assignment of the whole or any portion of said Letter of Credit
                to a
                new landlord.

            


    

     

    If
      as a
      result of any application or use by Landlord of all or any part of the Letter
      of
      Credit, the amount of the Letter of Credit shall be less than the LC Amount,
      Tenant shall, within five (5) business days hereafter, provide Landlord with
      an
      additional letter(s) of credit in an amount equal to the deficiency (or a
      replacement letter of credit in the total amount of the LC Amount) and any
      such
      additional (or replacement) letter of credit shall comply with all of the
      provisions of this Article 23, and if Tenant fails to comply with the foregoing,
      the same shall constitute an uncurable default by Tenant.

     

    Temmt
      further covenants and warrants that it will neither assign nor encumber the
      Letter of Credit, or any part thereof and that neither Landlord nor its
      successors or assigns will be bound by any such assignment, encumbrance,
      attempted assignment or attempted encumbrance. Without limiting the generality
      of the foregoing, if the Letter of Credit expires earlier than the Lease
      Expiration Date, LandlOrd will accept a renewal letter of credit or substitute
      letter of credit (such renewal or substitute letter of credit to be in effect
      and delivered to Landlord, as applicable, not later than thirty (30) days prior
      to the expiration of the Letter of Credit), which shall be irrevocable and
      automatically renewable as above Iprovided through the Lease Expiration Date
      upon the same terms as the expiring Letter of Credit or such other terms as
      may
      be acceptable to Landlord in its reasonable discretion. However, if the Letter
      of Credit is not timely renewed or a substitute letter of credit is not timely
      received, or if Tenant fails to maintain the Letter of Credit in the amount
      and
      in accordance with the terms set forth in this Article 23, Landlord shall have
      the right to present the Letter of Credit to the issuing bank in accordance
      with
      the terms of this Article 23, and the entire sum evidenced thereby shall be
      paid
      to and held by Landlord as cash (the "Cash Collateral") to be held as collateral
      for performance of all of Tenant's obligations under this
      Lease and for all losses and damages Landlord may suffer as a result of any
      default by Tenant under this Lease pending Tenant's delivery to Landlord of
      the
      required replacement letter of credit in the LC Ambunt and otherwise complying
      with all of the provisions of this Article 23. Upon delivery of such replacement
      letter of credit, any Cash Collateral held by Landlord shall be returned to
      Tenant. Landlord shall have the right to hold Cash Collateral in a deposit
      account in the name of Landlord and commingle the Cash Collateral with its,
      general assets and Tenant hereby grants Landlord a security interest in the
      Cash
      Collateral. Tenant shall not be entitled to any interest earned on the Cash
      Collateral.

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

    

     

     

    If
      there
      is an Event of Default under the Lease beyond any applicable grace period,
      Landlord may, but without obligation to do so, draw upon the Letter of Credit
      and/or utilize the Cash Collateral, in part or in whole, to cure any default
      of
      Tenant and/or to compensate Landlord for any and all damages of any kind or
      nature sustained or which may be sustained by Landlord resulting from Tenant's
      default. Tenant agrees not to interfere in any way with payment to Landlord
      of
      the proceeds of the Letter of Credit, either prior to or following a "draw"
      by
      Landlord of any portion of the Letter of Credit, regardless of whether any
      dispute exists between Tenant and Landlord as to Landlord's right to draw from
      the Letter of Credit. No condition or term of this Lease shall be deemed to
      render the Letter of Credit conditional to justify the issuer of the Letter
      of
      Credit in failing to honor a drawing upon such Letter of
      Credit in a timely manner.

     

    Landlord
      and Tenant acknowledge and agree that in no event or circumstance shall the
      Letter of Credit or any renewal thereof or substitute therefor or Cash
      Collateral be:

     

    
      	
              a)
 

            	
              deemed to be or treated as a "security
                deposit" within the meaning of California Civil Code Section
                1950.7;

            


    

     

    
      	
              b)

            	
              subject
                to the terms of such Section 1950.7;
                or

            


    

     

    
      	
              c)

            	
              intended
                to serve as a "security deposit" whitin the mening of such Section
                1950.7.

            


    

     

    The
      parties hereto:

     

    
      	
              i)

            	
              recite
                that the Letter of Credit and/or Cash Collateral, as the case may
                be, is
                not intended to serve as a security deposit and such Section 1950.7
                and
                any and all other laws, rules and regulations applicable to security
                deposits in the commercial context ("Security Deposit Laws") shall
                have no
                applicability or relevancy thereto;
                and

            


    

     

    
      	
              ii)


            	
              waive any and all rights, duties
                and
                obligations either party may now or, in the future, will have relating
                or
                arising from the Security Deposit
                Laws.

            


    

     

    Section
      23.1Burn-off
      of LC Amount. Notwithstanding the foregoing provisions of
      Article 23 to
      the contrary, the LC Amount shall be reduced at the end of
      the:

     

    
      	
              (i)  

            	
              the
                twenty-fourth (24th) calendar month of the initial Lease Term
                (the "First Reduction Date") from $336,000.00 to
                $252,000.00;

            


    

     

    
      	
              (ii)  

            	
              thirty-sixth
                (36th)
                calendar month of the initial Lease Term from $252,000.00 to
                $168,000.00;

            


    

     

    
      	
              (iii)
 

            	
              the
                forty-eighth (48th) month of the initial Lease Term from $168,000.00
                to
                $84,000.00; and

            


    

     

    [INTENTIONALLY
      LEFT BLANK]


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    


     

    
      	
              (iv)
 

            	
              the
                sixtieth (60th) calendar day following the sixtieth
                (60th) calendar month of the initial Lease Term from $84,000.00
                to $0.00.

            


    

     

    There
      shall be no reduction in the LC Amount if there is an Event of Default of any
      of
its
      Obligations under
      this Lease as of the First Reduction Date.

     

    IN
      WITNESS WHEREOF, Landlord and
      Tenn the date(s) written below.

    
       

       

       

      
        	LANDLORD:
                DOUGLAS
                  EMMETT 1995, LLC,

                a
                  Delaware limited liability company

              	
              	
                TENANT:

                PLATINUM STUDIOS, LLC,

                a California limited liability
                  company

              


      

    

    
      	
              By:
                

               

               

            	
              DOUGLAS,
                EMMETT AND COMPANY,

              a
                California corporation,

              its
                agent

            	
            	
               

            
	 By:	
              
                /s/ Michael
                  J. Means 

              

            	
              By:

            	
              /s/
                Scott Mitchell Rosenberg

            
	 	Michael
              J. Means	 	
              Scott
                Mitchell Rosenberg

            
	 	Vice
              President	
              By:

            	/s/
              Brian K. Altounian
	 Dated:	
              7/13/06

            	 	Center
              Operating Officer
	 	 	 Dated:	 7/11/06


    

    


    
      	 	 	
              GUARANTOR:

              By executing below, Guarantor acknowledges receipt
                of
                the foregoing Lease, including Exhibits Athrough C, E, G and
                H.

            


    

    
      	 	By:	/s/
              Scott Mitchell
              Rosenberg	 
	 	 	Scott
              Mitchel Rosenberg, an individual	 
	
               

            	
              By:
                

            	/s/ Brian
              K. Altounian	 
	 	 	Brian
              K. Altounian, an
              individual	 
	 	Dated:	7/11/06	 
	 	 	Jointly
              and severally	 


    

                                                           

    

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

    

    


     

    EXHIBIT
      A — PREMISES PLAN

     

    Suite
      1400 at
      11400
West Olympic Boulevard, Los Angeles, California
      90064

     

    Rentable
      Area approximately 12,493 square feet

     

    Usable
      Area approximately 11,357 square feet

     

    (Measured
      pursuant to the provisions of Section 1.4 of the
      Lease)


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


     

     

    EXHIBIT
      B

    
      IMPROVEMENT
        CONSTRUCTION AGREEMENT
CONSTRUCTION PERFORMED
        BY TENANT

    

     

    Section
      1. Tenant to Complete Construction.Concurrent with Tenant's
      occupancy of the Premises. whidb shall not entitle Tenant to any set-off or
      rent
      abatemei Teront's general contractor ("Contractor-) shalll
      furnish and
      install Within
      the Premises those items or general construction (the "Improvements-'),
      shown on the
      final Plans and Specifications approved by Landlordl and in compliance with
      all
      applicable codes and regulations. The definition of Improvemets shall include
      all costs
      associated with completing the
      Tenant Improvements, including but not limited to epace planning, design,
      architectural, and
      !engineering fees, contracting, labor and material costs, municipal fees
      and permit costs, and docurnent development and/or reproduction. All approvals
      shall not be unreasonably withheld, conditioned or delayed hereunder, and the
      parties shall act in good faith, to finalize the Tenant
      Improvements.

     

    All
      Tenant selections of fiMshes shall'be indicated in the Plans and Specifications
      and shall be equal to or better than the minimum Building stonclards and
      speet'ications.

     

    Any
      work not shown in final construction PL;ns and Specifications or included
      in the Improvements such as, but not limited to telephone service, furnishings,
      or cabinetry, for vhich Tenant contracts separately shall be subject to
      Landlord's policies and shall
      be conducted in such a w ay as to not unreasonably hinder or delay the
      walk of Improvements.

     

    Section
      2. Tenant'sPayment of Costs.
      Subject to Landlords reimbursement as specified liereinbelmv, Tenaht
      shall bear all costs of the Improvements, and shall timely pay said costs
      directly to the Contractor. From time to time, Tenant shall provide Landlord
      with such evidence as Landlord may reasonably request that the Contractor has
      been paid in full for the work completed to-date.

     

    In
      addition, Tenant shall reimburse Landlord for any and all of Landlord's out
      of
      pocket co.ts incurred in reviewing Tenant's PIaes and Specificatioes by engaging
      any third party engineers, contractors, consultants or design specialistsor
      for
      any other "peer review:" work associated smith Landlord's review of Tenant's
      Plans and Specifications. Tenant shall pay such costs (not to exceed three
      percent (3%) of the actual cost of work) to Landlord wintin five (5) business
      days after Landlord's delivery to Tenant of a copy of the invoice(s) for such
      work.

     

    Tenant
      shall also pay the cost of any renovations or revisions which Landlord is
      required to make to any common area or portion of the Building, which such
      revisions and repairs or revisions arise out of or are required in connection
      with Tenant's completion of the Improvements contemplated herein.

     

    Sectfon
      3. LienReleases. Contractor shall provide
      Landlord with lien releases as requested by Landlord and confirmation that
      no
      liens have been filed a;e:tinst the Premises or the Building. If any Inns larise
      against the Premises or the Building as a result of Tenant's Improvements,
      Tenent shall immedicitely, at Tenant's sole expense, remove such liens at,
.t
      provide Landlord evidence that the title to the Bbilding and Premises have
      been
      cleared of such liens.

     

    Section
      4. Performance Bonds.Intentionally Omitted

     

    Section
      5. Landlord's Reimbursemet for Costs. Landlord's reimbursement
      to Tenant for the Improvements in Paraaraph 1 above, shall be as set forth
      belew.

     

    Section
      5.1 Remaining Allowance.Provided Tzeant has substituted the
      Letter of Credit in place of the Guaranty per Section 20.25.1, and subject
      to
      Section 5.2 below, Tenant shall be eligible to be reimbursed by Landlord up
      to
      $10.00 per square feet of Usable Area contained in Premises, winch amount
      is approximately the sum of $113,570.00 based on $10.00 times approximately
      11,357 usl) (the "Allowance"),

    towards
      the costs of Tenant's design, permitting and c impletion of linprovemems to
      the
      Premises; it being understood that in no event shall any portion of the
      Allowance be used for cabling, moving
      expenses or furniture and equipment.

     

    Section
      5.2Reimbursement Conditions. Landlord shall,
      upon Tenant's submission to Landlord of (i) copies of checks paying for the
      completed tenant improvements to the Premises, and (ii) unconditional lien
      releases from the contractor andier t:ub-contractors providing the services
      therefor, reimburse Tenant up to an amount equal a 11 Allowance within thirty
      (30) days of receipt
      of a Written
      request for payment from Tenant. and so
      long as Landlord receives the items described in (i) and (ii) above
      no
      later than the last eelerelar day of the twelfth (12th) calendar
      month of
      the initial Lease Term..

     

    Section
      6. Pre-Construction
      Requirements.Prior to Tenant
or
      Contractor commencing
      any work:

     

    
      	
              a)  

            	
              Contractor,
                and its subcontractors and suppliers, shill be approved in wiriting
                by
                Landlord, which approval shall not be unreasonably withheld, conditteeard
                or delayed. As a condition of such approval, so long as the same
                are
                reasonably cost co:epetitive, Contractor shall use
                Landlord's heating, venting, air-conditioning. plumbing, and
                electric.:d subcontractors for such
                work;

            


    

    
      	
              b)  

            	
              Tenant
                or Tenant's Contractor shall submit all Plans and specifications to
                Landlord, and no woik on the Premises shall be commenced before Tenant
                h:n
                received Landlord's final written approval thereof; which shall not
                be
                tun-eesonably withheld, delLy xi or
                conditioned;

            


    

     

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    
      


       

      EXHIBIT
        B

      IMPROVEMENT
        CONSTRUCTION AGREEMENT (continued)

       



    
      	
              c)  

            	
              Contractor
                shall concurrently submit to Landlord and Tenant a written bid for
                completion of the Improvements. Said bid shall include Contractor's
                overhead, profit, and fees, and an administration fee of five percent
                (5%)
                of the construction budget, which Contractor shall pay directly to
                Landlord's managing agent to defray said agent's costs for supervision
                of
                the construction, except, to the extent Tenant hires Landlord's contractor
                to perform any tenant improvement work beyond painting the interior
                walls
                of the Premises, and/or installing new carpet throughout the Premises
                (the
                "Landlord Built Improvements"), then Landlord shall not charge Tenant
                any
                administrative fee in connection wiith
                the
                Landlord Built Improvements;

            


    

     

    
      	
              d)  

            	
              Contractor
                shall complete all architectural and planning review and obtain all
                permits including signage, required by the city, state or county
                in which
                the Premises are located; and

            


    

     

    
      	
              e) 

            	
              Contractor
                shall submit to Landlord verification of public liability and workmen's
                compensation insurance adequate to fully protect Landlord and Tenant
                from
                and against any and all Ih.tbility
                for
                death or injury to persons or damage to property caused in, on or
                about
                the Premises or the Building from any cause whatsoever arising out
                completion of the hnprovements or any other work done by
                Contractor.

            


    

     

    
      	
              f) 

            	
              Landlord
                and Tenant agree that if the hnprovements are actually constructed
                by
                Tenant's Contractor at a cost which is less than the Allowance, 'there
                shall be no monetary adjustment between Landlord and Tenant and the
                entire
                cost savings shall accrue to the benefit of
                Landlord.

            


    

     

    Section
      7. Landlord'sAdministration
      of Construction. Tenant's Contractor and its subcontractors and
      suppliers shall be subject to Landlord's reasonable administrative control
      and
      supervision. Landlord shall provide the Contractor and its subcontractors
      reasonable access to the Premises so as to timely complete the Improvements;
      reasonable use of the freight elevators at no cost for the movement of
      Conttactoes and its subcontractoes materials and laborers; and use of parking
      spaces in the parking facilities serving the Building at no cost so long as
      the
      same are available therefor without disturbing the quiet enjoyment or reasonable
      access of any other occupant of the Building.

     

    Section
      8. Fixed Date for Commencement Date.
      Tenant acknowledges and agrees that whether or not Tenant has
      completed construction' of the Improvements, the Conmiencement Date shall be
      as
      stated in Section 2.1 of the Lease.

     

    Section
      9. Compliance with ConstructionPolicies.
      During construction of the Improvements, Tenant's Contractor
      shall adhere to the Construction Policies specified hereinbelow, which represent
      Landlord's minimum requirements for completion of the Improvements.

     

    CONSTRUCTION
      POLICY

     

    The
      following policies outlined are the construction procedures for the Building.
      As
      a material consideration to Landlord for granting Landlord's pemdssion to Tenant
      to complete the construction conteinplated hereunder, Tenant agrees to be bound
      by and follow the
      provisions, contained hereinbelow:

     

    Section
      10. Administration.

     

    
      	
              a)

            	
              Contractors to notify Building
                Office
                prior to starting any work. No exceptions. All jobs must be scheduled
                by
                the general contractor or sub-contractor when no general contractor
                is
                being used.

            


    

     

    
      	
              b)

            	
              The
                general contractor is to provide the Building Manager with a copy
                of the
                projected work schedule for the suite, prior to the start of
                construction.

            


    

     

    
      	
              c)  

            	
              Chntractor
                will make sure that at least one set of drawings 1.7,111 have the
                Building
                Manager's initials approving the plans and a copy delivered to the
                Building Office.

            


    

     

    
      	
              d)  

            	
              AS-built
                construction, including mechanical drawings and air balancing reports
                will
                be submitted at the end of each
                project.

            


    

     

    
      	
              e)

            	
               The
                HVAC contractor is to provide the following items to the Building
                Manager
                upon being awarded the contract from the general
                contractor:

            


    

     

    
      	
              i)  

            	
              A
                plan showing the new ducting layout, all supply and return air grille
                locations and all thermostat
                locations. The plan sheet should also include the location of any
                fire
                dampers.

            


    

     

    
      	
              ii)
 

            	
              An
                Air Balance Report reflecting the supply air capacity throughout
                the
                suite, which is to be given to the Chief Building Engineer at the
                finish
                of the HVAC installation.

            


    

     

    
      	
              f)

            	
              All
                paint bids should reflect a one-time touch-up paint on all suites.
                This is
                to be completed approximately five (5) days after move-in
                date.

            


    

     

    
      	
              g)

            	
              The
                general contractor must provide for the removal of all trash, and
                debris
                arising during the course of construction. At no time are the building's
                trash compactors and/or dumpsters to be used by the general contractor's
                clean-up crews for the disposal of any trash or debris accumulated
                during
                construction. The Building Office assumes no responsibility for bins.
                Contractor is to monitor and resolve any problems with bin usage
                without
                involving the Building Office. Bins are to be emptied on
                a regular basis and never allowed to overflow. Trash is to
                be
                placed in the bin.

            


    

     

    
      	
              h)

            	
              Centractors
                will include in their proposals all costs to include: parking, elevator
                service, additional security (if required), restoration of carpets,
                etc.
                Parking will be validated only if contractor is ‘working directly for the
                Building Office.

            


    

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    
       

      EXHIBIT
        B

       

      IMPROVEMENT
        CONSTRUCTION AGREEMENT (continued)

    

     

    
      	
              i)

            	
              Any
                problems with construction per the plan, will be brought to the attention
                of and documented to the
                Building Manager. Any changes that need additional work not described
                in
                the bid will be approved
                in writing by the Building Manager. All contractors doing work on
                this
                project should first verify
                the scope of work (as stated on the plans) before submitting bids;
                not
                after the job has started, 

            


    

     

    Section
      11. Building Facilities Coordination.

     

    
      	
              a)  

            	
              All
                deliveries of material will be made through the parking lot
                entrance.

            


    

     

    
      	
              b)  

            	
              Construction
                materials and equipment will not be stored in any area without prior
                approval of the Building Manager.

            


    

     

    
      	
              c)

            	
              Only
                the freight elevator is to be used by construction personnel and
                equipment. Under no circumstances are construction personnel with
                materials andior tools to use the "passenger"
                elevators.

            


    

     

    Section
      12. Housekeeping.

     

    
      	
              a)

            	
              Stine
                entrance doors are to remain closed at all times, except when hauling
                or
                delivering construction materials.

            


    

     

    
      	
              b) 

            	
              All
                construction done on the property that requires the use of lobbies
                or
                common area corridors will have carpet or other floor protection.
                The
                following are the only prescribed methods
                allowed:

            


    

     

     

    
      	
               i)

            	Mylar
              -- Extra heavy-duty to be taped from the freight elevator to the suite
              under construction.


    

     

    
      	
              ii)

            	
              Masonite—1/4
                inch Panel, Taped to floor and adjoining areas. All corners, edges
                and
                joints to have adequate anchoring to provide safe and "trip-free"
                transitions. Materials to be extra heavy-duty and installed frond
                freight
                elevator to the suite under
                construction.

            


    

     

    
      	
              c)

            	
              Restroom
                wash basins will not be used to fill buckets, make pastes, wash brushes,
                etc. If facilities are required, arrangement for utility closets
                will be
                made with the Building Office.

            


    

     

    
      	
              d)

            	
              Food
                and related lunch debris arc not to be left in the suite under
                construction.

            


    

     

    
      	
              e)

            	
              All areas
                the general contractor or their sub-contractors work in must be kept
                clean. All suites the general contractor works in will have construction
                debris removed prior to completion
                inspection.

            


    

    This includes
      dusting of' all window sills, light diffusers, cleaning of cabinets and sinks.
      All common
      areas are to be kept clean of
      building materials at all times so as to allow tenants access to
      their
      suites or the building.

     

    Section
      13. Construction Requirements..

     

    
      	
              a)

            	
              All
                Life and Safety and applicable Building Codes will be strictly enforced
                (i.e., tempered glass. fire dampers, exit signs, smoke detectors,
                alarms,
                etc,). Prior coordination with the Buildine. Manager is
                required.

            


    

     

    
      	
              b)

            	
              Electric
                panel schedules must be brought up to date identifying all new circuits
                added.

            


    

     

    
      
        	
                c)

              	
                All
                  electrical outlets and lighting circuits are to be properly identified.
                  Outlets will be labeled on backside of each cover
                  plate.

              


      

    

     

    
      	
              d)  

            	
              All
                electrical and phone closets being used must have panels replaced
                and
                doors shut at the end of each day's work. Any electrical closet that
                is
                opened with the panel exposed must have a work person
                present.

            


    

     

    
      	
              e)

            	
              All
                electricians, telephone, personnel, etc. will, upon completion of
                their
                respective projects, pick up and discard their trash leaving the
                telephone
                and electrical rooms clean. If this is not complied with, a clean-up
                will
                be conducted by the building janitors and the general contractor
                will be
                back-charged fqr this service.

            


    

     

    
      	
              f)

            	
              Welding  or
                burning with an open flame will not be done without prior approval
                of the
                Building Manager. Fire extinguishers must be on hand at all
                times.

            


    

     

    
      	
              g)

            	
              All
                "anchoring" of walls or supports to the concrete are not to be done
                during
                normal working hours (7:30 AM - 6:00 PM, Monday through Friday).
                This work
                must be scheduled before or after these hours during the week or
                on the
                weekend.

            


    

     

    
      	
              h)

            	
              All
                core drilling is not to be done during normal working hours (7:30
                AM -
                6:00 PM, Monday through Friday). This work must be scheduled before
                or
                after these hours during the week or on the
                weekend.

            


    

     

    
      	
              i) 

            	
              All
                HVAC work must be inspected by the Building Engineer. The following
                procedures will be followed by the general
                contractor:

            


    

     

    
      	
              i)


            	
              A
                preliminary inspection of the HVAC work in progress will be scheduled
                through the Building Office prior to the reinstallation of the ceiling
                grid.

            


    

     

    
      	
              ii)

            	
              A second inspection of the HVAC
                operation
                will aslo be scheduled through the Building Offcies and will take
                place
                with the attendance of the HVAC contractors Air Balance Enineer.
                This
                inspection will take place when the suite in question is ready to
                be
                air-balanced.

            


    

     

    
      	
              iii)

            	
              The
                Building Engineer will inspect the construction on a periodic basis
                as
                well.

            


    

     

    
      	
              j) 

            	
              All
                existing thermostats, ceiling tiles, lighting fixtures and air
                conditioning grilles shall be saved and turned over to the Building
                Engineer.

            


    

     

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      B          

       IMPROVMENT  CONSTRUCTION
      AGREEMENT
      (continued)      


    


     

    Good
      housekeeping rules and regulations will be strictly enforced. The building
      office and engineering department will do everything possible to make your
      job
      easier. However, contractors who do not observe the construction policy will
      not
      be allowed to perform within this building. The cost of repairing any damages
      that are caused by Tenant or Tenant's contractor during the course of
      construction shall'be deducted from Tenant's Allowance or Tenant's Security
      Deposit, as appropriate.

    
 

    
      
        	
                LANDLORD:

                DOUGLAS
                  EMMETT 1995, LLC,

                a
                  Delaware limited liability company

              	 	
                TENANT:

                PLATINUM
                  STUDIOS, LLC,

                a
                  California limited liability
                  company

              


      

      
        	
                By:

              	
                DOUGLAS,
                  EMMETT AND COMPANY,

                a
                  California corporation,

                its
                  agent

              	 	 
	
                By:

              	
                /s/
                  Michael J. Means

              	
                By:

              	
                /s/
                  Scott Mitchell Rosenberg

              
	 	
                Michael
                  J. Means

              	 	
                Scott
                  Mitchell Rosenberg

              
	 	
                Vice
                  President

              	
                By:

              	
                /s/
                  Brian K. Altounian

              
	
                Dated:

              	
                7/13/06

              	 	
                Center
                  Operating Officer

              
	 	 	
                Dated:

              	
                7/11/06

              


      

    

     

    

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      



     

    EXHIBIT
      B-1

     

    CONSTRUCTION
      BY TENANT DURING TERM

     

    1.  Exhibit
      B
      governs the performance of the initial Improvements contemplated by Tenant,
      and
      among other things entitles Tenant to a reimbursement for the costs of the
      initial Improvements from proceeds of the Allowance. If, after the
      completion of the initial Improvements per Exhibit B, Tenant then wishes
      to make a Tenant Change, as specified in Section 12.12 of the Lease, such Tenant
      Change shall be completed pursuant to the provisions of Section 12.12 of the
      Lease and this Exhibit B-I. Tenant shall bear all costs of said Tenant Change,
      which shall be paid directly to Tenant's general contractor
      ("Contractor").

     

    2.  Contractor
      shall complete construction to the Premises pursuant to the final Plans and
      Specifications approved in writing by Landlord and Tenant (the "Tenant Change"),
      in compliance with all applicable codes and regulations. Tenant's selections
      of
      finishes and materials shall be indicated on the Plans and Specifications,
      and
      shall be equal to or better than the minimum Building standards and
      specifications. All Work not shown on the final Plans and Specifications, but
      which is to be included in the Tenant Change, including but not limited to,
      telephone service installation, furnishings or cabinetry, shall be installed
      pursuant to Landlord's reasonable directives.

     

    
      3.   Prior
        to
        commencing any work:

    

     

    
      	
              a)

            	
              Tenant's
                proposed Contractor and the Contractor's proposed subcontractors
                and
                suppliers shall be alproved in writing by Landlord, which approval
                shall
                not be unreasonably withheld, conditioned or delayed. As a condition
                of
                such approval, so long as the same are reasonably cost competitive,
                then
                Contractor shall use Landlord's Heating, Venting, and Air-conditioning,
                plumbing, and electrical stibcontractors for such
                work.

            


    

     

    
      	
              b)  

            	
              During
                completion of any Tenant Change, neither Tenant or Contractor shall
                permit
                any sub­contractors, workmen, laborers, material or equipment to come
                into or upon the Building if the use thereof, in Landlord's reasonable
                judgment, would violate Landlord's agreement with any union ilicividing
                work, labor or services in or about the
                Building.

            


    

     

    
      	
              c)  

            	
              Cbntractor
                shall submit to Landlord and Tenant a written bid for completion
                of the
                Tenant Change. Said bid shall include Contractor's overhead, profit,
                and
                fees, and, if the proposed Tenant Change is fOr cosmetic work in
                excess of
                $20,000 in aggregate value per occurrence or for structural work
                of any
                kind, Contractor shall:

            


    

     

    
      	
              i


            	
              pre-pay
                to Landlord's managing agent $250.00 as partial payment of said managing
                agent's
                construction administration fee, as specified hereinbelow,
                and

            


    

     

    
      	
              ii


            	
              upon
                completion of said Tenant Change, pay an administration fee for
                supervision of said Tenant Change equal to fifty dollars ($50.00)
                per
                hour, to a maximum of five percent (5%) of the total 1 cost of the
                Tenant
                Change, to defray said agent's costs for supervision of the
                construction;

            


    

     

    4.  Tenant
      or
      Contractor shall submit all Plans and Specifications to Landlord, and no work
      on
      the Premises shall be commenced before Tenant has received Landlord's final
      written approval thereof, which shall not be unreasonably withheld, delayed
      or
      conditioned. In addition, Tenant shall reimburse Landlord for any and all of
      Landlord's out of pocket costs incurred in reviewing Tenant's plans for any
      Tenant Change by engaging any third party engineers, contractors, consultants
      or
      design specialists or for any Other "peer review" work associated with
      Landlord's review of Tenant's plans for any Tenant Change. Tenant shall pay
      such
      costs to Landlord within five (5) business days after Landlord's delivery to
      Tenant of a copy of the invoice(s) for such work.

     

    5.  Contractor
      shall complete all architectural and planning review and obtain all permits,
      including signage, required by the city, state or county in which the Premises
      arc located; and

     

    6.  Contractor
      shall submit to Landlord verification of public liability and worker's
      compensation insurance adequate to fully protect Landlord and Tenant from and
      against any and all liability for death or injury to persons or damaae to
      property caused in or about or by reason of the construction of any work done
      by
      Contractor or Contractor's subcontractors or suppliers.

     

    7.  Intentionally
      Omitted.

     

    8.  Contractor
      and Contractor's subcontractors and suppliers shall be subject to Landlord's
      reasonable administrative control and supervision. Landlord shall provide
      Contractor and Contractor's subcontractors and suppliers with reasonable access
      to the Premises.

     

    9.  During
      construction of the Tenant Change, Contractor shall adhere to the procedures
      contained hereinbelow, which represent Landlord's minimum requirements for
      completion of the Tenant Change.

     

    10.  Upon
      completion of the Tenant Change, Tenant shall provide Landlord with such
      evidence as Landlord may reasonably request that the Contractor has been paid
      in
      full, and Contractor shall provide Landlord with hen releases as requested
      by
      Landlord, confirmation that no liens have been filed against the POmises or
      the
      Building. If any liens arise against the Premises or the Building as a result
      of
      the Tenant Change, Tenant shall immediately, at Tenant's sole expense, remove
      such liens and provide Landlerd evidence that the title to the Building and
      Premises have been cleared of such liens.

     

    11.  Whether
      or not Tenant or Contractor timely complete the Tenant Change, unless the Lease
      is otherWise terminated pursuant to the provisions contained therein, Tenant
      acknowledges and agrees that Tenant's obligations under the Lease to pay Fixed
      Month/y Rent and/or Additional Rent shall continue unabated.

     

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

     
                                               EXHIBIT
    B-I                       

                     
              
              

                                CONSTRUCTION
      BY TENANT DURING
      TERM              
              

                                               (continued)        


     

    CONSTRUCTION
      POLICY

     

    The
      following policies outlined are the construction procedures for the Building.
      As
      a material consideration to Landlord for granting Landlord's permission
      to Tenant to complete the construction contemplated hereunder, Tenant
      agrees to be bound by and follow the provisions contained
      hereinbelow:

     

    1.
      Administration

     

    
      	
              a)

            	
              Contractors
                to notify the management office for the Building prior to starting
                any
                work. All jobs must be scheduled by the general contractor or
                sub-contractor when no general contractor is being
                used

            


    

     

    
      	
              b)  

            	
              The
                general contractor is to provide the Building Manager with a copy
                of the
                projected work schedule for the suite, prior:to the start of
                construction.

            


    

     

    
      	
              c)  

            	
              Contractor
                will make sure that at least one set of drawings will have the Building
                Manager's initials approving the plans and a copy delivered to the
                Building Office.

            


    

     

    
      	
              d)  

            	
              As-built
                construction, including mechanical drawings and air balancing reports
                will
                be submitted at the end of each
                project.

            


    

     

    
      	
              e)

            	
              The
                HVAC contractor is to provide the following items to the Building
                Manager
                upon being awarded the contract from the general
                contractor:

            


    

     

    
      	
              i)  

            	
              A
                plan showing the new ducting layout, all supply and return air grille
                locations and all thermostat locations. The plan sheet should also
                include
                the location of any fire dampers.

            


    

     

    
      	
              ii)  

            	
              An
                Air Balance Report reflecting the supply air capacity throughout
                the
                suite, which is to be given to the Chief Building Engineer at the
                finish
                of the HVAC installation.

            


    

     

    
      	
              f)

            	
              All
                paint bids should reflect a one-time touch-up paint on all suites.
                This is
                to be completed approximately five (5) days after move-in
                date.

            


    

     

    
      	
              g)

            	
              The
                general contractor must provide for the removal of all trash and
                debris
                arising during the course of construction. At no time are the building's
                trash compactors and/or dumpsters to be used by the general contractor's
                clean-up crews for the disposal of any trash or debris accumulated
                during
                construction. The Building Office assumes no responsibility for bins.
                Contractor is to monitor and resolve any problems with bin usage
                without
                involving the Building Office. Bins are to be emptied on a regular
                basis
                and never allowed to overflow. Trash is to be placed in the
                bin.

            


    

     

    
      	
              h)  

            	
              contractors
                will include in their proposals all costs to include parking,
                elevator service, additional security (if required), restoration
                of
                carpets, etc. Parking will be validated only if contractor is Working
                directly for the Building Office.

            


    

     

    
      	
              i)

            	
              Any
                problems with construction per the plan, will be brought to the attention
                of and documented to the Building Manager. Any changes that need
                additional work not described in the bid will be approved in writing
                by
                the Building Manager. All contractors doing work on this project
                should
                first verify the scope of work (as stated on the plans) before submitting
                bids; not after the job has
                started.

            


    

     

    2.
      Building Facilities Coordination

     

    
      	
              a)

            	
              All
                deliveries of material will be made through the parking lot
                entrance.

            


    

     

    
      	
              b)

            	
              Construction
                materials and equipment will not be stored in any area without prior
                approval of
                the Building Manager.

            


    

     

    
      	
              c) 

            	
              Only
                the freight elevator is to be used by construction personnel and
                equipment. Under no circumstances are construction personnel with
                materials and/or tools to use the "passenger"
                clbvators.

            


    

     

    3.
      Housekeeping

     

    
      	
              a)

            	
              Suite
                entrance doors are to remain closed at all times, except when hauling
                or
                delivering construction materials.

            


    

     

    
      	
              b) 

            	
              All
                construction done on the property that requires the use of lobbies
                or
                common area corridors will have carpet or other floor protection.
                The
                following are the only prescribed methods
                allowed:

            


    

     

    
      	
              i)  

            	
              Mylar:
                Extra heavy-duty to be taped from the freight elevator to the suite
                under
                construction.

            


    

     

    
      	
              ii)  

            	
              Masonite
                1/4 inch Panel, Taped to floor and adjoining areas. All corners,
                edges and
                joints to have adequate anchoring to provide safe and "trip-free"
                transitions. Materials to be extra heavy-duty and installed from
                freight
                elevator to the suite under
                construction.

            


    

     

    
      	
              c)

            	
              Restroom
                wash basins will not be used to fill buckets, make pastes, wash brushes,
                etc. If facilities are required, arrangements for utility closets
                will be
                made with the Building Office.

            


    

     

     

    
      	
              d)

            	
              Food
                and related lunch debris are not to be left in the suite under
                construction.

            


    

     

    
      	
              e)

            	
              All
                areas the general contractor or their sub-contractors work in must
                be kept
                clean. All suites the general contractor works in will have construction
                debris removed prior to completion inspection. This includes dusting
                of
                all window sills, light diffusers, cleaning of cabinets and sinks.
                All
                common areas are to be kept clean of building materials at all times
                so as
                to allow tenants access to their suites or the
                building.

            


    

    

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

                

                        

          

        

      

    

     

    EXHIBIT
      B-1         

     CONSTRUCTION
      BY TENANT DURING TERM  

    (continued)       

    
 4.  Construction
      Requirements

          

    
      	
              a)

            	
              All
                Life and Safety and applicable Building Codes will be strictly enforced
                (i.e. tempered glass, fire dampers, exit signs, smoke detectors,
                alarms,
                etc). Prior coordination with the Building Manager is
                required.

            


    

     

    
      	
              b)

            	
              Electric
                panel schedules must be brought up to date identifying all new circuits
                added.

            


    

     

    
      	
              c)

            	
              All
                electrical outlets and lighting circuits are to be properly identified.
                Outlets will be labeled on blick side of each cover
                plate.

            


    

     

    
      	
              d)

            	
              All
                electrical and phone closets being used must have panels replaced
                and
                doors shut at the end of each days work. Any electrical closet that
                is
                opened with the panel exposed must have a work pOrson
                present.

            


    

     

    
      	
              e)

            	
              All
                electricians, telephone personnel, etc. will upon completion of their
                respective projects, pick up and discard their trash leaving the
                telephone
                and electrical rooms clean. If this is not complied with, a clean-up
                will
                be conducted by the building janitors and the general contractor
                will be
                back-charged for this service.

            


    

     

    
      	
              f)

            	
              Welding
                or burning with an open flame will not be done without prior approval
                of
                the Building Manager. Fire extinguishers must be on hand at all
                times.

            


    

     

    
      
        	
                g)

              	
                All "anchoring" of walls or supports to the concrete
                  are
                  not to be done during normal working hours (7-30 AM - 6:00 PM,
                  Monday
                  through Friday). This work must be scheduled before or after these
                  hours
                  during the week or on the weekend.

              


      

    

     

    
      	
              h)  

            	
              2611
                core
                drilling is not to be done during normal working hours (7:30 AM -
                6:00 PM,
                Monday through Friday). This work must be scheduled before or after
                these
                hours during the week or on the
                weekend.

            


    

     

    
      	
              i)  

            	
              All
                HVAC work must be inspected by the Building Engineer. The following
                procedures will be fdllowed by the general
                contractor:

            


    

     

    
      	
              i)  

            	
              A
                preliminary inspection of the HVAC work in progress will be scheduled
                through the Building Office prior to the reinstallation of the ceiling
                grid.

            


    

     

    
      	
              ii)  

            	
              A
                second inspection of the HVAC operation will also be scheduled through
                the
                Building Office and will take place with the attendance of the HVAC
                contractor's Air Balance Engineer. This inspection will take place
                when
                the suite in, question is ready to be
                air-balanced.

            


    

     

    
      	
              iii) 
                

            	
              The
                Building Engineer will inspect the construction on a periodic basis
                as
                well.

            


    

     

    
      	
              j)

            	
               All
                existing thermostats, ceiling tiles, lighting fixtures and air
                conditioning grilles shall be saved and turned over to the Building
                Engineer.

            


    

     

    Good
      housekeeping rules
      and
      regulations will be strictly enforced. The building office and
engineering
      department will do
      everything possible to make your job easier. However, contractors who do not
      observe the
      construction policy will not be allowed to perform within this building. The cost of
      repairing any
      damages that are caused by Tenant or Tenant's contractor during the course of
      construction
      shall be deducted from Tenant's Allowance or Tenant's Security Deposit,
      as appropriate.

    


      
        	
                LANDLORD:

                DOUGLAS
                  EMMETT 1995, LLC,

                a
                  Delaware limited liability company

              	 	
                TENANT:

                PLATINUM
                  STUDIOS, LLC,

                a
                  California limited liability
                  company

              


      

      
        	
                By:

              	
                DOUGLAS,
                  EMMETT AND COMPANY,

                a
                  California corporation,

                its
                  agent

              	 	 
	
                By:

              	
                /s/
                  Michael J. Means

              	
                By:

              	
                /s/
                  Scott Mitchell Rosenberg

              
	 	
                Michael
                  J. Means

              	 	
                Scott
                  Mitchell Rosenberg

              
	 	
                Vice
                  President

              	
                By:

              	
                /s/
                  Brian K. Altounian

              
	
                Dated:

              	
                7/13/06

              	 	
                Center
                  Operating Officer

              
	 	 	
                Dated:

              	
                7/11/06

              


      

       

       

    

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    


     

    EXHIBIT
      C

    RULES
      AND REGULATIONS

    BUILDING
      RULES AND REGULATIONS

     

    1.  Access.
      Tenant and/or Tenant's agents, clients, contractors, directors, employees,
      invitees, licensees, officers, partners or shareholders shall only use the
      sidewalks, entrances, lobby(ies), garage(s), elevators, stairways, and public
      corridors as a means of ingress and egress, and shall take such actions as
      may
      reasonably be necessary to ensure that the same remain unobstructed at all
      times.

     

    The
      entrance and exit doors to the Premises are to be kept closed at all times
      except as required for orderly passage to and from the Premises. Except on
      balconies available for the joint or exclusive use of Tenant as otherwise
      specified hereinabove, Tenant shall not permit its agents, clients, contractors,
      dircctors, employees, invitees, licensees, officers, partners or shareholders
      to
      loiter in any part of the Building or obstruct any means of ingressor egress.
      Tenant shall not cover any doors, and shall not cover, any window,
      other
      than with vertical or mini-blinds pre-approved in writing by Landlord. Landlord
      specifically disapproves the installation of any film or foil covering
      whatsoever on the windbws of the Premises.

     

    Neither
      Tenant, nor its agents, clients, contractors, directors, employees, invitees,
      licensees, officers, partners or shareholders shall, go up on the roof or onto
      any balcony serving the Building, except upon such roof, portion thereof, or
      balcony as may be contiguous to the Premises and is designated in writing by
      Lndlord as a roof-deck, roof-garden area, or exclusive use balcony
      area.

     

    2.  Restroom
      Facilities. The toilet rooms, toilets, urinals, wash bowls and other
      apparatus (the "Restroom Facilities"), whether contained in the common areas
      of
      the Building and/or the interior of the Premises, shall not be used for any
      puipose other than that for which they were designed. Tenant shall not permit
      its agents, clients, contractors, directors, employees, invitees, licensees,
      officers, partners or shareholders to throw foreign substances of any kind
      whatsoever or papers not specifically designated for use in the Restroom
      facilities down any toilet, or to dispose of the same in any way not in keeping
      with the instructions provided to Tenant by the management of the Building
      regarding same, and Tenant hereby specifically agrees to reimburse Landlord
      directly for the expense of any breakage, stoppage or damage resulting from
      Tenant's violation of this rule.

     

    3.  Heavy
      Equipment. Landlord reserves the right, in Landlord's sole discretion,
      to decline, limit or designate the location for installation of any safes,
      other
      unusually heavy, or unusually large objects to be used or brought into the
      Premises or the Building. In each case where Tenant requests installation of
      one
      Or more such unusually heavy item(s), which request shall be conclusively
      evidenced by Tenant's effort', to bring such item(s) into the Building or
      Premises, Tenant shall reimburse Landlord for the costs of any engineering
      or
      structural analysis required by Landlord in connection therewith. In all cases,
      each such heavy object shall be placed on a metal stand or metal plates or
      such
      other mounting detail of such size as shall be prescribed by
      Landlord.

     

    Tenant
      hereby indemnifies Landlord against any damage or injury done to persons,
      places, things or the Building or its common areas when such damage or injury
      primarily arises out of Tenant's installation or use of one or more unusually
      heavy objects. Tenant further agrees to reimburse Landlord for th'e costs of
      repair of any damage done to the Building or property therein by putting in.
      taking out, or maintaining such safes or other unusually heavy
      objects.

     

    4.  'Transportation
      of Freight. Except as otherwise agreed to by Landlord in writing,
      Tenant or Tenant's agents, clients, contractors, directors, employees, invitees,
      licensees, officers, partners or shareholders shall only.carry freight,
      furniture or bulky materials in or out of the Building before or after Normal
      Business Hours, (as that term is defined in Section 8.1 of the Lease). Tenant
      may only install and/or move such freight, furniture or bulky material after
      previous written notice of its intention to complete such a move, given to
      the
      Office of the Building. The persons and/or company employed by Tenant for such
      work must be professional movers, reasonably acceptable to Landlord, and said
      movers must provide Landlord with a certificate of insurance evidencing the
      existence of worker's compensation and all risk liability coverage in a
      minimum•amount of 52 000 000.

     

    Tenant
      may, subject to the provisions of the immediately preceding paragraph, move
      freight. furniture,, bulky matter and other material in or out of the Premises
      on Saturdays between the hours of 8:00 and 6:00 P.M., provided that Tenant
      pays
      in advance for Landlord's reasonably anticipated additional costs, if any,
      for
      elevator operators, security guards and other expenses arising by reason of
      such
      move by Tenant.

     

    5.  Flammable
      Materials. Except for such limited quantities of office materials and
      supplies as are custoniarily utilized in Tenant's normal business operations,
      Tenant shall not use or keep in the Premises or the Building any kerosene,
      gasoline, flammable or combustible fluid or material, other than those limited
      quantities of normal business operating materials as may reasonably be necessary
      for the operation or maintenance of office equipment. Nor shall Tenant keep
      or
      bring into the Premises or the Building any other toxic or hazardous material
      specifically disallowed pursuant to California state law.

     

    6.  Cooking
      /Odors / Nuisances. Tenant shall not permit its
      agents, clients, contractors, directors,  employees, invitees,
      licensees, officers, partners or sharehblders to engage in the preparation
      and/or serving of foods unless the Premises includes a self-contained kitchen
      area. Nor shall Tenant permit the odors arising from such cooking, or any other
      improper noises, vibrations, or odors to be emanate from the Premises. Tenant
      shall not obtain for use in the Premises, ice, drinking water, food, beverage,
      towel or othbr similar services except at such reasonable hours and under such
      reasonable regulations as may be specified by Landlord.

    


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

       
      EXHIBT
      C

                 RULES
      AND REGULATIONS 

                             
      (continued)              

     

    Tenant
      hereby agrees to instruct all persons entering the Premises to comply with
      the
      requirements of the 13uilding, by advising all
      persons entering the Premises that smoking of any tobacco or other
      substance is prohibited at all times, except in such common areas located
      outside the Building as may be
      designated by the Building management.

     

    Tenant
      shall not permit Tenant's agents, clients, contractors, directors, employees,
      invitees, licensees, officers, partners or shareholders to interfere in any way
      with other tenants of the Building or withithose having
      business with them.

     

    Tenant
      shall not pennit its agents, clients, contractors, directors, employees,
      invitees, licensees, officiers, partners
      or
      shareholders to bring or keep, within the Building any animal, bird or bicycle,
      except such seeing-eye dog or other disability assistance type animal as may
      comply with the requirements of any handicapped ordinances having jurisdiction
      therefor.

     

    Tenant
      shall store its trash and garbage within the Premises. No material shall be
      placed in the trash boxes or receptacles if such material is a hazardous waste
      or toxic substance or is of such a nature that its disposal in Landlord's
      ordinary and customary manner of removing and disposing of trash and garbage
      would be a violation of any law, ordinance or company regulation governing
      such
      disposal. All garbage and refuse disposal shall be made only through entry
      ways
      and elevators provided for such purposes and at, such times as Landlord shall
      designate. As and when directed by Landlord and/or if required by any
      governmental agency having jurisdiction therelbr, Tenant shall comply with
      all
      directives for recycling and separation of trash.

     

    Tenant
      shall not employ any person to do janitorial work in any part of the Premises
      without the priorliwritten
      consent of
      Landlord, which consent may be withheld in Landlord's sole
      discretion.

     

    Landlord
      reserves the right,to exclude or expel from the Building any person who in
      Landlord's sole discretion is intoxicated or under the influence of liquor
      or
      drugs or who, in any manner, engages in any act in violation of the Rules and
      Regulations of the Building.

     

    Tenant
      shall not conduct any public or private auction, fire sale or other sale of
      Tenant's personal property, furniture, fixtures or equipment or any other
      property located in or upon the Premises, without Landlord's prior written
      consent, which consent shall be in Landlord's sole discretion.

     

    7.  Storage.Tenant
      may only store goods, wares, or merchandise on or in the Premises in areas
specifically
      designated by Landlord for such storage.

     

    8.  Directives
      to Management.Tenant's requirements, other than those Landlord
      specifically agrees to perform elsewhere in this Leas; shall only be attended
      to
      upon the Building management's receipt of Tenant's written request therefor.
      Landlord's employees shall not perform any work or do anything outside of their
      regular duties unless under special instruction from the Building management.
      No
      security guard, janitor or engineer or other employee of the Building management
      shall admit any person (Tenant or otherwise) to the Premises without specific
      instructions from the Office of the Building and written authorization for
      such
      admittance from Tenant.

     

    9.  Keys,
      and
      Locks.Landlord
      shall furnish Tenant with two keys to each door lock existing in the Premises.
      Tenant shall reimburse Landlord a reasonable charge for these and any additional
      keys. Tenant shall not be permitted to have keys mad; nor shall Tenant alter
      any
      lock or install a new or additional lock or bolts on any door of
      the
Premises without Landlord's prior written consent. Tenant shall,in each
      case, furnish Landlord with a key for any additional lock installed or changed
      by Tenant or Tenant's agent(s). Tenant, upon the expiration or earlier
      termination of this Lease, shall deliver to Landlord all keys in the possession
      of Tenant or Tenant's agents, clients, contractors, directors, empleyees,
      invitees, licensees, officers, partners or shareholders, for doors in the
      Building, whether or not furnished to Tenant by Landlord. If Tenant, or Tenant's
      agents, clients, contractors, directors, employees, invitees, licensees;
      officers, partners or shareholders, lose or misplace any key(s) to the Building,
      Landlord shall, in Landlord's sole discretion, either replace said key(s) or
      re-key such locks as may be affected thereby, and Tenant shall reimburse
      Landlord for all such costs of such re-keying and/or replacement.

     

    10.  Solicitation.Tenant
      and/or its agents, clients, contractors, directors, employees, invitees,
      licensees, officers, partners or shareholders shall not permit any canvassing,
      peddling, soliciting and/or distribution of handbills or any other written
      materials to occur in the Premises and/or the Building, nor shall Tenant or
      Tcnant's agents, clients, contractors, directors, employees, invitees,
      licensees, officers. partners or shareholders engage in such solicitation or
      distribution activities.

     

    11.  Retail.Sales,
      Services and Manufacturing Prohibited. Except with the prior
      written consent of Landlord, Tenant shall not sell, or permit the retail sale
      of
      newspapers, magazines, periodicals, theater tickets or any other goods or
      merchandise to the general public in or on the Premises, nor shall Tenant carry
      On or permit or allow any employee or other person to carry on the independent
      business of stenography, typewriting or any similar business in or from the
      Premises for the service or accommodation of other occupants of any other
      portion of the Building. Tenant shall not pennit the PremiSes to be used for
      manufacturing or for any illegal activity of any kind, or for any business
      or
      activitY other than for Tenant's specific use.

     

    12.  Changein
      Name or Address. Landlord shall have the right, exercisable
      without notice and without liability to Tenant, to change the name and street
      address of the Building.

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

    EXHIBIT
      C

    RULES
      AND REGULATIONS 

                       
      (continued)              


    13.  Projections
      from Premises. Tenant shall not install any radio or television
      antenna, loudspeaker or °their device
      on the roof
      or the exterior walls of the Building or in any area projecting outside the
      interior wall/s
      of the Premises. Tenant shall not install
      or permit to be installed any awnings, air conditioning units or other
      projections, without the prior written consent of Landlord.

     

    14.  Superiority
      of Lease. These Rules and Regulations are in addition to, and shall not
      be construed to in any way modify or amend, in whole or in part, the covenants,
      agreements or provisions of this Lease. If a lconflict
      or
      disagreement between the Lease and these Rules becomes apparent, this Lease
      shall prevail.

     

    15.
      Changes to Rules and Regulations. Provided such changes do not
      materially harm Tenant's ability to conduct its normal business operations,
      Landlord shall retain the right to change, add or rescind any rule or regulation
      contained herein, or to make such other and further reasonable and
      non-discriminatory Rules and Regulations as in Landlord's sole judgment
      may, from time to time, become necessary for the management, safety,
      care
      and cleanliness of the Premises, the Building or the Parking Facilities, or
      for
      the preservation of good order therein, or for the convenience of other
      occupants and tenants therein, so longlas such rescission, addition, deletion
      or
      change is thereafter reasonably applied to all occupants of the Building
      affected thereby.

     

    PARKING
      RULES AND REGULATIONS

    
      	
              A.

            	
              Tenantshall
                strictly comply with all posted speed limits, directional signs,
                yield
                signs, stops signs and all other signs within or about the parking
                facilities.

            


    

     

    
      	
              B.

            	
              Tenant
                shall register all vehicle license plate numbers with the Building
                management.

            


    

    0 0

    
      	
              C.

            	
              Tenantshall
                be responsible for the cost of repairing any damage to the parking
                facilities or cleaning any debris created or left by Tenant, including,
                without limitation, oil leakage from motor vehicles parked in the
                parking
                facilities under its auspices.

            


    

     

    
      	
              D.

            	
              Landlord,
                in addition to reserving the right to designate one or more areas
                solely
                for visitor parking, wItch areas may be changed by Landlord from
                time to
                time with or without prior notice to Tenant, reserves the right to
                allocate additional visitor spaces on any floor of the parking facilities.
                Tenant stiall not park any vehicles in any spaces designated as visitor
                only spaces or customer spaces within the parking
                facilities.

            


    

     

    
      	
              E.  

            	
              Tenant
                shall strictly comply with all rules, regulations, ordinances, speed
                limits, and statutes affecting handicapped parking andior access,
                and
                shall not park any vehicles within the fire lanes, along, parking
                curbs or
                in striped areas.

            


    

     

    
      	
              F.  

            	
              Tenant
                shall only use the number of parking permits allocated to it and
                shall not
                permit more than one of its employees to utilize the same parking
                permit.
                Landlord reserves the right to assign or re­aSsign parking spaces
                within the Parking facilities to Tenant from time to time, and provided
                Landlord is required to do so by reason of any action arising out
                of a
                governmental mandate imposed on Landlord, Landlord further reserves
                the
                right at any time to substitute an equivalent number of parking
                spaces in a parking facilities or subterranean or surface
                parking
                facility within a reasonable distance of the
                Premises.

            


    

     

    
      	
              G.  

            	
              Except
                with Landlord's managing agent(s)' prior written consent, Tenant
                shall not
                leave vehicles in the parking facilities overnight, nor park any
                vehicles
                in the parking, facilities other than automobiles, Motorcycles,
                motor-driven'-or non-motor-driven bicycles or four-wheeled trucks
                or vans.
                Landlord may, in its sole discretion, designate separate areas for
                bicycles and motorcycles. Tenant shall ensure that vehicles parking
                in the
                parking facilities by using the parking permits assigned to Tenant
                shall
                be parked entirely within the striped lines designating "a single
                space
                and are not so situated or of such a width or length as to impede
                access
                to or egress from vehicles parked in adjacent areas or doors or loading
                docks. Further, all vehicles utilizing Tenant's parking permits shall
                not
                be higher than any height limitation that may be posted, or of such
                a
                size, weight or dimension so that entry of such vehicle into the
                parking
                facilities would cause any damage or injury
                thereto.

            


    

     

    
      	
              H.  

            	
              Tenant
                shall not allow any of the vehicles parked using Tenant's permits,
                or the
                vehicles of any of Tenant's suppliers, shippers, customers or invitees
                to
                be loaded or unloaded in any area other than those specifically designated
                by Landlord for loading.

            


    

     

    
      	
              I.

            	
              Tenant
                shall not use or occupy the parking'facilities in any manner which
                will
                unreasonably interfere with the use of the parking facilities by
                other
                tenants or occupants of the Building. Without limitation, Tenant
                agrees to
                promptly turn off any vehicle alarm system activated and sounding
                an alarm
                in the parking facilities. In the event said alarm system fails to
                turn
                off and no longer sound an intruder alert fifteen (15) minutes after
                commencing such an alarm, Landlord shall reserve the right tolremove
                the
                vehicle from the parking facilities at Tenant's sole
                expense.

            


    

     

    
      	
              J.  

            	
              Tenant
                acknowledges that the Rules and Regulations as posted herein shall
                be in
                effect twenty-four hOurs per day, seven days per week, without
                exception.

            


    

     

    
      	
              K.  

            	
              Tenant
                acknowledges that the uniformed guard officers and parking attendants
                serving the parking faeilities are authorized to issue verbal and
                written
                warnings of Tenant's violations of any of the rules and regulations
                contained herein. Except in the case, of a car alarm continuing to
                sound
                in excess of a maximum of fifteen minutes, in which case no further
notice
                by Landlord shall be required. If Tenant or Tenant's agents,
                contractors, directors, employees, officers, partners or shareholders
                continue to materially breach these rules and regulations after expiration
                of written notice
                and the opportunity to cure has been given to Tenant, then in addition
                to
                such other remedies and request for injunctive relief it may have
                Landlord
                shall have the right, without additional notice, to remove or tow
                away the
                vehicle involved and store the same, all costs of which shall be
                borne
                exclusively by Tenant and/or revoke Tenant's parking
                privileges and rights under the
                Lease.

            


    

     

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

    EXHIBIT 

                    RULES
      AND REGULATIONS
      (continued)              

                


     

    
      
        	
                LANDLORD:

                DOUGLAS
                  EMMETT 1995, LLC,

                a
                  Delaware limited liability company

              	 	
                TENANT:

                PLATINUM
                  STUDIOS, LLC,

                a
                  California limited liability
                  company

              


      

      
        	
                By:

              	
                DOUGLAS,
                  EMMETT AND COMPANY,

                a
                  California corporation,

                its
                  agent

              	 	 
	
                By:

              	
                /s/
                  Michael J. Means

              	
                By:

              	
                /s/
                  Scott Mitchell Rosenberg

              
	 	
                Michael
                  J. Means

              	 	
                Scott
                  Mitchell Rosenberg

              
	 	
                Vice
                  President

              	
                By:

              	
                /s/
                  Brian K. Altounian

              
	
                Dated:

              	
                7/13/06

              	 	
                Center
                  Operating Officer

              
	 	 	
                Dated:

              	
                7/11/06

              



        
          
            
            

          

          
            46

            
              

            

          

          
            
            

          

        

      

    

     

    EXHIBIT
      E

    GUARANTY
      OF LEASE

     

    THIS
      GUARANTY OF LEASE ("Guaranty") is made by Scott Mitchell Rosenberg, an
      individual and Brian K. Altounian, an individual (jointly and severally,
      "Guarantor") in favor of DOUGLAS EMMETT 1995, LLC, a Delaware limited liability
      company ("Landlord") in connection with that certain lease dated July 10, 2006,
      (the "Lease") pursuant to which Landlord leases to PLATINUM STUDIOS, LLC, a
      California limited liability company ("Tenant") those premises generally located
      at 11400 West OlyMpic Boulevard, Suite 1400, Los Angeles, California 90064
      (the
      "Premises") and more particularly described in the Lease. As a material
      inducement to and in consideration of Landlord entering into the LeaSe, Landlord
      having indicated that it would not enter into the Lease without the execution
      of
      this Gua'ranty, Guarantor does hereby agree with Landlord as
      follows:

     

    
      	
              1.

            	
              Guarantor
                does hereby, jointly, severally, unconditionally and irrevocably
                guarantee
                and be liable fur any and all obligations and liabilities of Tenant
                under
                the terms of the Lease, subject to the limitation set forth in Paraaraph
                20 below. Upon Tenant's delivery- of the Letter of Credit in accordance
                with Article 23 of the Lease, this Guaranty shall be void and of
                no
                further force or effect.

            


    

     

    
      	
              2.

            	
              Guarantor
                does hereby agree that, without the consent of or notice to Guarantor
                and
                without affecting any of the obligations of Guarantor hereunder:
                (a) any
                term, covenant or condition of the Lease may be amended, compromised,
                released or otherwise altered by Landlord and Tenant, and Guarantor
                does
                guarantee and promise to perform all the obligations of Tenant under
                the
                Lease as so amended, compromised, released or altered; (b) any guarantor
                of or party to the Lease may be released, substituted or added; (c)
                any
                right or remedy under the Lease may be exercised, not exercised,
                iMpaired,
                modified, limited, destroyed or suspended; (d) Landlord or any other
                person acting on Landlord's behalf may deal in any manner with Tenant,
                any
                guarantor, any party to the Lease or any Other person; and (e) all
                or any
                part of the Premises or of Tenant's rights or liabilities under the
                Lease
                maybe sublet, assigned or assumed.

            


    

     

    
      	
              3.  

            	
              The
                obligations of Guarantor hereunder are in addition to and independent
                of
                the obligations of Tenant. A separate action or actions may be brought
                and
                prosecuted against Guarantor whether action is brought against Tenant
                or
                whether Tenant is joined in any such action or actions. Guarantor
                hereby
                waives and agrees not to assert or take advantage of: (a) any right
                to
                require Landlord to proceed against or exhaust any security held
                from
                Tenant or any other person; (b) any right to require Landlord to
                proceed
                against Tenant or any other person or to pursue any other remedy
                before
                proceeding against Guarantor; (c) the defense of any statute of
                limitations in any action under or related to this Guaranty or the
                Lease;
                (d) any right or defense that may arise by reason of the incapacity,
                lack
                of authority, death or disability of Tenant or any other person;
                and (e)
                any right or defense arising by reason of the absence, impairment,
                modification, limitation, destruction or cessation (ill banla-uptcy,
                by an
                election of remedies, or othenvise) of the liability of Tenant, of
                the
                sUbrogation rights of Guarantor or of the right of Guarantor to proceed
                against Tenant for reimbursement. Without in any manner limiting
                the
                generality of the foregoing, Guarantor hereby waives the benefits
                of the
                provisions of Sections 2809, 2810, 2819, 2845, 2847, 2848, 2849,
                2850,
                2899 and 3433, the second sentence of Section 2822(a) and all rights
                that
                are waivable pursuant to Section 2856, all of the California Civil
                Code,
                and any similar or analogous statutes of California or any other
                jurisdiction.

            


    

     

    
      	
              4.  

            	
              Guarantor
                hereby waives and agrees not to assert or take advantage of any right
                or
                defense based on the absence of any or all presentments, demands
                (including demands for performance), notices (including notices of
                adverse
                change in the financial status of Tenant or other facts which increase
                the
                risk to Guarantor, notices of non-performance and notices of acceptance
                of
                this Guaranty) and protests of each and every
                kind.

            


    

     

    
      	
              5.  

            	
              Until
                all Tenant's obligations under the Lease are fully performed, Guarantor:
                (a) shall have no right of subrogation against the Tenant by reason
                of any
                payments or acts of performance by Guarantor under this Guaranty,
                and (b)
                subordinates any liability or indebtedness of Tenant now or hereafter
                held
                by Guarantor to the obligations of Tenant under, arising out of or
                related
                to the Lease or Tenant's use or occupancy of the
                Premises.

            


    

     

    
      	
              6.  

            	
              The
                liability of Guarantor and all rights, powers and remedies of Landlord
                hereunder and under any other agreement now or at any time hereafter
                in
                force between Landlord and Guarantor relating to the Lease shall
                be
                cumulative and not alternative and such, rights, powers and remedies
                shall
                be in addition to all rights, powers and remedies given to Landlord
                by
                law.

            


    

     

    
      	
              7.  

            	
              This
                Guaranty applies to, inures to the benefit:of and binds all parties
                hereto, their heirs, devisees, legatees, executors, administrators,
                representatives, successors and assigns (including any purchaser
                at' a
                judicial foreclosure or trustee's sale or a holder of a deed in lieu
                thereof). This Guaranty may be assigned by Landlord voluntarily or
                by
                operation of law.

            


    

     

    
      	
              8.  

            	
              Guarantor
                agrees from'time to time upon Landlord's request, but not more than
                once
                in any 12 month period, to deliver to Landlord Guarantor's financial
                statement. All financial statements heretofore delivered to Landlord
                by
                Guarantor are, and all financial statements hereafter delivered to
                Landlord by Guarantor will be, true and correct in all material respects
                and fair presentations of the financial condition of Guarantor as
                of the
                date thereof, prepared in accordance with generally accepted accounting
                practices. No material adverse change has occurred in the financial
                condition of Guarantor since the date of the financial statements
                heretofore delivered to Landlord.

            


    

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    


                                  
      EXHIBIT
      E              

                      GUARANTY
        OF LEASE
        (continued)              
            

    
      	
              9.  

            	
              Guarantor
                shall not, without the prior written consent of Landlord, commence,
                or
                join with any other person in commencing, any bankruptcy, reorganization
                or insolvency proceeding against Tenant. The obligations of Guarantor
                under this Guaranty shall not be altered, limited or affected by
                any
                proceeding, voluntary or involuntary, involving the bankruptcy,
                insolvency, receivership, eorganization, liquidation or arrangement
                of
                Tenant, or by any defense which Tenant may have by reason of any
                order,
                decree or decision of any court or administrative body resulting
                from any
                such proceeding. Guarantor shall file in any bankruptcy or other
                proceeding in which the filing of claims is required or permitted
                by law
                all claims which Guarantor may have against Tenant relating to any
                indebtedness of Tenant to Guarantor and will assign to Landlord all
                rights
                of Guarantor thereunder. Landlord shall have the sole right to accept
                or
                reject any plan proposed in such proceeding and to take any other
                action
                which a party filing a claim is entitled to do. In all such cases,
                whether
                in administration, bankruptcy or otherwise, the person or persons
                authorized to pay such claim shall pay to Landlord the amount payable
                on
                such claim and, to the full extent necessary for that purpose, Guarantor
                hereby assigns to Landlord all of Guarantor's rights to any such
                payments
                or distributions to which Guarantor would othenvise be entitled;
                provided,
                however, that Guarantor's obligations hereunder shall not be satisfied
                except to the extent that Landlord receives cash by reason of any
                Such
                payment or distribution. If Landlord receives anything hereunder
                other
                than cash, the same Shall be held as collateral for amounts due under
                this
                Guaranty.

            


    

     

    
      	
              10.  

            	
              This
                Guaranty shall constitute the entire ageement between Guarantor and
                the
                Landlord with respect to
                the subject matter hereof. No provision of this Guaranty or
                right
                of Landlord hereunder may be waived nor may any Guarantor be released
                from
                any obligation hereunder except by a writing duly executed by an
                authorized officer or director of
                Landlord.

            


    

     

    
      	
              11.  

            	
              If
                more than one person signs this Guaranty, each such person shall
                be deemed
                a Guarantor and the obligation of all such Guarantors shall be joint
                and
                several. When the context and construction so requires, all words
                used in
                the singular herein shall be deemed to have been used in the plural.
                The
                Word "person" as used herein shall include an individual, company,
                firm,
                association, partnersh:p, corporation, trust or other legal entity
                of any
                kind whatsoever.

            


    

     

    
      	
              12.  

            	
              Should
                any one or more provisions of this Guaranty be determined to be illegal
                or
                unenforceable, all Other provisions shall nevertheless be
                effective.

            


    

     

    
      	
              13.  

            	
              The
                waiver or failure to enforce any provision of this Guaranty shall
                not
                operate as a waiver of any other brcach of such provision or any
                other
                provisions hereof.

            


    

     

    
      	
              14.  

            	
              If
                either party hereto participates in an action against the other party
                arising out of or in connection with this Guaranty, the prevailing
                party
                shall be entitled to have and recover from the other party actual
                attorneys' fees, collection costs and other costs incurred in and
                in
                preparation for the action. in addition to the foregoing award of
                attorneys' fees, the ultimately successful party shall be entitled
                to its
                actual attorneys' fees incurred in any post: judgment proceedings
                to
                collect or enforce the jUdgment. This provision is separate and several
                and shall survive the merger of this Guaranty into any judgment on
                this
                Guaranty. In any action or proceeding arising under this Guaranty,
                Guarantor consents to trial without a
                jury.

            


    

     

    
      	
              15.  

            	
              Time
                is strictly of the essence under this Guaranty and any amendment,
                modification or revision hereof.

            


    

     

    
      	
              16.  

            	
              If
                Guarantor is a corporation, each individual executing this Guaranty
                on
                behalf of said corporation rePresents and warrants that he is duly
                authorized to execute and, deliver this Guaranty on behalf of said
                corporation, in accordance with a duly adopted resolution of the
                board of
                directors of said corporation or in accordance with the bylaws of
                said
                corporation, and that this Guaranty is binding upon said corporation
                in
                accordance with its terms. If Guarantor is a corporation. Landlord,
                at its
                option, may require Guarantor to concurrently, with the execution
                of this
                Guaranty, deliver to Landlord a certified copy of a resolution of
                the
                board of directors of said corporation authorizing or ratifying the
                execution of this Guaranty.

            


    

     

    
      	
              17.  

            	
              The
                term "Landlord" whenever hereinabove used refers to and means the
                Landlord
                in the foregoing Lease specifically named and also any assignee of
                said
                Landlord, whether by outright assignment or by assignment for security,
                and also any successor to the interest of said Landlord or of any
                assignee
                of such Lease or any part thereof, whether by assignment or otherwise.
                The
                term "Tenant" whenever hereinahove used refers to and means the Tenant
                in
                the foregoing Lease specifically named and also any assignee or subtenant
                of said Lease and also any successor to the interests of said Tenant,
                assignee or sublessee of such Lease or any part thereof, whether
                by
                assignment, sublease or otherwise.

            


    

     

    
      	
              18.  

            	
              Any
                notice, request, demand, or other communication hereunder shall be
                in
                writing and shall be considered duly given or furnished
                when:

            


    

     

    
      	
              a. 

            	
              delivered
                personally or by messenger or overnight delivery service, with signature
                evidencing such delivery;

            


    

     

    
      	
              b.


            	
              upon
                the date of delivery, after being mailed in a postpaid envelope,
                sent
                certified mail, return receipt requested, when addressed to Landlord
                as
                set forth below and to Guarantor as set forth below; or to such other
                address or addressee as either party may designate by a written notice
                given pursuant hereto; or

            


    

     

    
      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      

      EXHIBIT
        E

       

       

    

    1c.
      upon confirmation of good shall have been provided in transmission
      if sent via faeSimile machine to such phone number as writing by Landlord or
      Guarantor, one to the other:


    
      	
              GUARANTOR:

              Suitt
                Mitchell Rosenberg 

              5523
                Villawood Circle 

              Cafabasas,
                CA 91302

               

              Brian
                K. Altounian

              2786
                Monte Mar Terrace 

              Los;
                Angeles, CA 90064

            	
              LANDLORD:

              c/o
                Douglas Emmett and Company 

              808
                Wilshire Boulevard, Suite 200 

              Santa
                Monica, California 90401

              Attn:
                Director of Property Management

            


    

    


     

     

    
      	
              19.

            	
               As
                a further material part of the consideration to Landlord to enter
                into the
                Lease with Tenant, Guarantor
                agrees:

            


    

     

    
      	
              a.  

            	
              The
                law of the State of California shall govern all questions with, respect
                to
                the Guaranty;

            


    

     

    
      	
              b.  

            	
              Any
                suit, action or proceeding arising directly or indirectly from the
                Guaranty, the Lease or the subject matter thereof shall be litigated
                only
                in courts located within the County of Los Angeles and the State
                of
                California

            


    

     

    
      	
              c.
 

            	
              Guarantor
                'hereby irrevocably consents to the jurisdiction of any local, state
                or
                federal court located within the County of Los Angeles and the State
                of
                California;

            


    

     

    
      	
              d.  

            	
              Guarantor
                hereby waives personal service of any and all process upon it and
                consents
                to all such service of process in the manner and at the address set
                forth
                in Paragraph 18 above; and

            


    

     

    
      	
              e.  

            	
              Without
                limiting the generality of the foregoing, Guarantor hereby waives
                and
                auees not to assert by way of motion, defense or otherwise in'any
                suit,
                action or proceeding any claim that Guarantor is not personally subject
                to
                the jurisdiction of
                the above-named courts, that such suits, action or proceeding
                is
                brought in an inconvenient forum or that the venue of such action,
                suit or
                proceeding is improper.

            


    

     

    
      	
              20.

            	
               Maximum
                Liability Amount. Notwithstanding any other provisions herein to
                the
                contrary, the aggregate liability of the undersigned for obligations
                and
                liabilities of Tenant under the Lease shall not exceed the Maximum
                Liability Amount (as defined below) in effect at the time the liability
                arises or is incurred, plus costs of enforcement of this Guaranty.
                The
                term "Maximum Liability Amount." means the amount of
                $336,000.00.

            


    

     

     

    
      
        	Executed
                on this day 11th of
                June, 2006 	 	 
	 	Guarantor	 
	
                 

              	
                By:
                  

              	/s/ Scott
                Mitchell Rosenberg	 
	 	 	Scott
                Michell Rosenberg, an
                individual	 
	 	By:	/s/
                Brian K. Altounian	 
	 	 	Brian
                K. Altounian an
                individual	 
	 	 Dated:	 7/11/06	 


      

    

    
       

      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    STATE
      OF
      CALIFORNIA)

                                ) SS:

    COUNTY
      OF
      LOS ANGELES)

     

    On July
      11, 2006 , before me, Lora Ball, a Notary Public, personally
      appeared Scott Mitchell Rosenberg, personally known to me (or proved to me
      on
      the basis of satisfactory evidence) to be the person(s) whose name(s) is/are
      subscribed to the within instrument and acknowledged to me that he/she/they
      executed the same in his/her/their authorized capacity(ies), and that by
      his/her/their signature(s) on the instrument the person(s), or the entity upon
      behalf of which the person(s) acted, executed the instrument.

     

    
      
        	
                 

              	
                By:
                  

              	/s/ Lora
                Ball	 
	 	 	Lora
                Ball	 
	 	 	Notary
                public	 




    

    On,
      before me, Lora Ball, a Notary Public, personally
      appeared Brian K. Altounian, personally known to me (or proved to me on the
      basis or satisfactory evidence) to be the person(s) whose name(s) is/are
      subscribed to the within instrument and acicnowledged to me that he/she/they
      executed the same in his/her/their authorized capacity(ies), and that by
      his/her/their simiature(s) on the instrument the person(s), or the entity upon
      behalf of which the person(s) acted, executed the instrument.

     

    
      	
               

            	
              By:
                

            	/s/ Lora
              Ball	 
	 	 	Lora
              Ball	 
	 	 	Notary
              Public	 


    

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    EXHIBIT G 


    FORM
      OF LETTER OF CREDIT

    [BANK
      LETTERHEAD]

     

    
      	Attention:
              Rita Silver, Controller	 
	DOUGLAS
              EMMETT 1995, LLC	 
	c/o
              Douglas, Emmett and Company	 
	 808
              Wilshire Boulevard, Suite 200 	 
	 Santa
              Monica. California 90401	 
	 Letter
              of Credit No.	 


    

     

    Ladies
      and Gentlemen:

     

    1
      We
      hereby establish our Irrevocable Letter of Credit and authorize you to draw
      on
      us at sight for the abcount of PLATINUM STUDIOS, LLC, a California limited
      liability company ("Applicant") the aggregate amount of THREE HUNDRED AND
      THIRTY-Sa. THOUSAND DOLLARS (S336,000.00).

     

    Funds
      under this Letter of Credit are available to the beneficiary hereof as
      follows:

     

    Any
      and
      all of the sums hereunder may be drawn down at any time and from time to time
      from and after the date hereof by DOUGLAS EMMETT 1995, LLC, a Delaware limited
      liability company ("Belieficiary") when accompanied by this Letter of Credit
      and
      a written statement signed by an authorized signatory of Beneficiary, certifying
      that Beneficiary is entitled to make such drawing pursuant to the Lease,
      together with a notarized certification by any such individual representing
      that
      such individual is authorized by Beneficiary to take such action on behalf
      of
      Beneficiary, and a sight draft executed and endorsed by such individual. The
      sums drawn by Beneficiary under this Letter of Credit shall be payable upon
      demand without necessity of notice.

     

    This
      Letter of Credit is transferable in its entirety, without any limitation on
      the
      number of such transfers. Should a transfer be desired, such transfer will
      be
      subject to the return to use of this advice, touether with written
      instructions.

     

    1
      The
      amount of each draft must be endorsed on the reverse hereof by the negotiating
      bank. We herebY agree that this Letter of Credit shall be duly honored upon
      presentation and delivery of the certification specified above.

     

    This
      Letter of Credit is effective immediately and shall expire at 5:00 P.M., Pacific
      Standard Time on(the "Expiration Date").

     

    I
      Notwithstanding the above expiration of this Letter of Credit, the term of
      this
      Letter of Credit shall be automatically renewed for successive, additional
      one
      (1) year periods (with the last such one (1) year period expiring no earlier
      than sixty (60) days after the expiration date of that certain Office Lease
      dated , (the "Lease') by and between Applicant, as Tenant, and Beneficiary,
      as

     

    Landlord),
      unless, at least thirty (30) days prior to any such date of expiration, the
      undersigned shall give written notice to Beneficiary, by certified mail, return
      receipt requested and at the address set forth above or at such other address
      as
      may be given to the undersigned by Beneficiary, that this Letter of Credit
      will
      not be renewed; it being understood that if the Applicant fails to maintain
      the
      Letter of Credit in the amount and in accordance with the terms of the Lease,
      Beneficiary shall have the right to present the Letter of Credit to us for
      payment.

     

    Our
      obligation under this Letter of Credit shall not be affected by any
      circumstances, claim or defense, real or personal, of any party as to the
      enforceability of the Lease between Beneficiary and AppliOnt or the validity
      of
      Beneficiary's claim, it being understood that our obligation shall be that
      of a
      primary obligor and not that of a surety, guarantor or accommodation
      maker.

     

    Applicant
      shall pay all costs of or in connection with this Letter of Credit, including
      without limitation, any fees associated with only the first transfer or
      assignment of this Letter of Credit by the Beneficiary during the Lease
      Term.

     

    This
      Letter of Credit is governed by the Uniform Customs and Practice for Documentary
      Credits (1993) Revision), International Chamber of Commerce publication
      500.

     

    This
      Letter of Credit sets forth in full the terms of our undertaking, and such
      terms
      shall not in any way be modified, amended, limited, discharged, or terminated
      except by a writing signed by authorized representatives of Beneficiary and
      the
      undersigned on or before the Expiration Date.

     

    
      	 	Very
              truly yours,	 
	 	 	 
	 	Company
              Name	 
	 	 	 	 
	
              Date

            	
              By:
                

            	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


    

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

    EXHIBIT
      H


     

    
      	RECORDING
              REQUESTED	 
	BY
              AND WHEN RECORDED RETURN TO:	 
	EUROHYPO
              AG	 
	1114
              Avenue of the Americas	 
	29th
              Floor	 
	Newi
              York, New York 10036 	 
	Attention:
              Alice Ha	 


    

     

    SUBORDINATION,
      NON-DISTURBANCE

    AND
      ATTORNMENT AGREEMENT

    (Lease)

     

    THIS
      AGREEMENT made July 10, 2006,
      between EUROHYPO AG, New York Branch, as Adrriinistrative Agent
      on behalf of a
      syndicate of lenders (collectively, the "Lenders"),
      having an office
      at 1114
      Avenue of the Americas, New York,
      New York 10036 (the "Mortgagee"),
      and PLATINUM
STUDIOS,
      LLC, a California
      limited liability company having an office at (the "Tenant");

     

    WITNESSETH:

     

    WHEREAS
      the Mortgagee (on behalf of the
      Lenders) is the present owner and holder of a certain mortgage, mortgages,
      deed of trust or
      deeds of trust (the "Mortgage)
      encumbering the
      premises located in, the
      County of Los Angeles, City and State of Los Angeles, CA, known as 11400 West
      Olympic Boulevard, Suite
      1400, Los Angeles, California 90064 the "Premises")
      which Premises
      are
      more fully described in
      the attached Exhibit
      A;

     

    WHEREAS
      the Tenant is the holder of a leasehold estate in a portion of the Premises
      under and pursuant to the provisions of a certain lease (the "Lease")
      dated July 10, 2006 by and between Tenant and DOUGLAS
      EMMETT 1995, LLC, a Delaware limited liability company (the "Landlord');
      and

     

    WHEREAS
      the Tenant has agreed to subordinate the Lease to the Mortgage and to the lien
      thereof and the Mortgagee has agreed to grant non-disturbance to the Tenant
      under the Lease on the tennS and conditions hereinafter set forth;

     

    NOW
      THEREFORE, in consideration of good and valuable consideration, the receipt
      of
      which is hereby acknowledged, the Mortgagee and the Tenant hereby covenant
      and
      agree as follows:

     

    1:
      The
      Tenant agrees that the Lease and all of the terms, covenants and provisions
      thereof and all right, remedies and options of the Tenant thereunder are and
      shall at all times continue to be subject and subordinate in all respects to
      the
      Mortgage and all of the terms, covenants and provisions thereof and to the
      lien
      thereof and to any and all increases, renewals, modifications, spreaders,
      consolidations, replacements and extensions thereof and to any and all sums
      secured thereby, with the same force and effect; as if the Mortgage had been
      executed, delivered and recorded prior to the execution and delivery of the
      Lease.

     

    2.,
      The
      Mortgagee agrees that if any action or proceeding is commenced by the Mortgagee
      to foreclose the Mortgage or to sell the Premises, the Tenant shall not be
      named
      as a party in any such action nor shall the Tenant be named a party in
      connection with any sale of the Premises, provided that at theltime of the
      commencement of any such action or proceeding or at the time of any such sale
      (i) the term of the Lease shall have commenced pursuant to the provisions
      thereof, (ii) the Lease shall be in full force and effect, and (iii) the
      Tenant
      shall not be in default under any of the terms, covenants or conditions of
      the
      Lease or of this Agreement on the part of the Tenant to be observed or performed
      thereunder or hereunder after the expiration of any applicable notice or cure
      period, unless applicable law requires the Tenant to be made a party thereto
      as
      a condition to proceeding against the Landlord or protecting such rights and
      remedies. In the latter case, the Mortgagee may join the Tenant as a defendant
      in such action only for such purposes and not to terminate the
      Lease.

     

    3.
      The
      Tenant aurees that if the Mortgagee or any successors in interest to the
      Mortgagee shall become the owner of the Premises by reason of the foreclosure
      of
      the Mortgage or the acceptance of a deed Or assignment in lieu of foreclosure
      or
      otherwise, the Lease shall not be terminated or affected thereby
      but shall continue in full force and effect as a direct lease between the
      Mortgagee and the Tenant uponlall of the terms, covenants and conditions set
      forth in the Lease and in that event the Tenant agrees to adorn to the Mortgagee
      and the Mortgagee agrees to accept such attornment, provided, however, that
      the
      Mortgagee shall not be (i) liable for any accrued obligation of the Landlord,
      or
      for any act or omission of the Landlord, except to the extent the same pertains
      to a failure to repair or maintain and then only to the extent such failure
      continues for more than thirty (30) days, after Mortgage obtains possession
      and
      control over the Premises, (ii) subject to any offsets, claims or counterclaims
      which shall have accrued to the Tenant against the Landlord prior to the date
      on
      which the Mortgagee or its successor in interest shall become the owner of
      the
      Premises or (iii) liable for any security deposit or otherlmonies not actually
      received by the Mortgagee.

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

    EXHIBIT
      H 

    SUBORDINATION,
      NON-DISTURBANCE

    AND
      ATTORNMENT AGREEMENT (continued)


    4.
      Without the prior written consent of Mortgagee, Mortgagee shall not be bound
      by
      (i) any agreement amending, or modifying the Lease unless executed to document
      the exercise of a specific right (other than a lease termination) under the
      Lease; or (ii) terminating the Lease or (ii) by any prepayment of the rents,
      additional rents or other sums due under the Lease'for more than one (1) month
      in adVance of the due date thereof

     

    5.
      The
      Tenant hereby represents and warrants to the Mortgagee that as of the date
      hereof (i) the Tenant is
      the owner and holder of the tenant's interest under the Lease, (ii) the Lease
      has not been modified or amended, (iii) the Lease is in full force and effect
      and the term thereof is due to commence on September 1, 2006 pursuant to the
      provisions thereof, (iv) neither the Tenant nor the Landlord is in default
      under
      any of the terms, covenants or provisions of the Lease and the Tenant to the
      best of its knowledge knows of no event which but for the passage of time or
      the
      giving of notice or both would constitute an event of default by the Tenant
      or
      the Landlord under the Lease, (v) neither the Tenant nor the Landlord has
      commenced any action or given or received any notice for the purpose of
      terminating the Lease, (vi) all rents, additional rents and other sums due
      and
      payable under the Lease have been paid in full and no rents, additional rents
      or
      other sums payable under the Lease have been paid for more than one (1) month
      in
      advance of the due dates thereof, (vii) there are no offsets or defenses to
      the
      payment of the rents, additional rents, or other sums payable under the Lease
      and (viii) Tenant has received no notice of a prior assignment, hypothecation
      or
      pledge of the Lease or the rents, income, deposits or profits arising
      thereunder, other than in connection with the Mortgage.

     

    6.
      Notwithstanding anything to the contrary in the Lease, Tenant shall not commence
      any action against Landlord or otherwise pursue any right or remedy against
      Landlord in consequence of a default by Landlord under the terms and provisions
      of the Lease unless written notice by Tenant specifying such default is
      delivered to Mortgagee at its address set forth below. Tenant further agrees
      that Mortgagee shall have the right, but shall not be obligated, to
      cure such
      default on behalf of Landlord within thirty (30) days after receipt of such
      notice, or if such default cannot reasonably be cured in such 30-day period,
      Mortgagee shall have the right to commence the cure of such default in such
      30-day period and thereafter diligently pursue such cure until completed. Tenant
      further agrees not to invoke any of its remedies either express or implied,
      under the Lease (except in the case of emergency repairs) unless such default
      shall remain uncured at the expiration of the 30-day period after receipt of
      such notice of default, or if such default cannot reasonably be cured in such
      30-day period, unless the cure of such default shall not be commenced within
      such 30-day period and thereafter prosecuted diligently to
      completion..

     

    7. 
      Anything
      herein or in the Lease to the contrary notwithstanding, in the event that the
      Mortgagee shall
      acquire title to the Premises, or shall otherwise become liable for any
      obligations of the Landlord under; the Lease, the Mortgagee shall have ano
      obligation, nor incur any liability, beyond the Mortgagee's then interest,
      if
      any, in the Premises and the Tenant shall look exclusively to such interest
      of
      the Mortgagee, if any, in the Premises for the payment and discharge of any
      obligations imposed upon the Mortgagee hereunder or under the Lease and the
      Mortgagee is hereby released or relieved of any other liability hereunder
      and-under the Lease. The Tenant agrees that with respect to any money judgment
      which may be obtained or secured by the Tenant against the Mortgagee, the Tenant
      shall look solely to the estate or interest owned by the Mortgagee in the
      Premises and the Tenant will not collect or attempt to collect any such judgment
      out of any other assets of the Mortgagee.

     

    8. 
      Tenant
      shall neither suffer nor itself manufacture, store, handle, transport, dispose
      of, spill, leak or duMp any toxic or hazardous waste, waste products or
      substance (as they may be defined in any fedend or state statute, rule or
      regulation pertaining to or governing such wastes, waste products or substdnces)
      on the Premises at any time during the term, or extended term, of the Lease,
      except as are used in the ordinary course of Tenant's business as conducted
      on
      the Premises and in full compliance with environmental laws.

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

    EXHIBIT
      H


    SUBORDINATION,
      NON-DISTURBANCE

     

    AND
      ATTORNMENT AGREEMENT (continued)

     

    9.
       In connection with the assignment to Mortgagee pursuant to the Mortgage
      and/or the loan documents referred to therein of Landlord's interest in the
      Lease, Tenant agrees that after receipt of written notice from Mortgagee that
      Mortgagee is exercising its right under such assignment to have all rents and other sums
      due
      under the Lease paid directly to Mortgagee, Tenant shall pay to Mortgagee all
      rent and other sums due to Landlord under the Lease. By its signature below,
      the
      Landlord under the Lease hereby authorizes and directs Tenant to so pay such
      rents and other sums due under the Lease directly to Mortgagee and agrees that
      the Tenant shall be fully protected in doing so.

     

    10.
      Any
      notice, request, demand, statement, authorization, approval or consent made
      hereunder shall be in writing and shall be sent by Federal Express, or other
      reputable courier service, or by postage pre-paid registered or certified mail,
      return receipt requested, and shall be deemed given when received or refused
      (as
      indicated on the receipt) and addressed as follows:

     

     

     

    
      	 	If
              to the Mortgagee:


    

    
      	 	Eurohypo
              AG, New York Branch,	 
	 	as
              Administrative Agent	 
	 	1114
              Avenue of the Americas, 29th	 
	 	Floor
              New York, New York 10036	 
	 	Attention:
              Legal Director	 
	 	Facsimile:
              (212) 479-5803	 


    

     

    
      
        	 	
                With
                  a copy to:

              


      

    

    
      
        	 	
                Morrison
                  & Foerster LLP

              	 
	 	
                555
                  West Fifth Street

              	 
	 	
                Los
                  Angeles, California

              	 
	 	
                Attention:
                  Thomas R. Fileti, Esq. 

              	 
	 	
                Facsimile:
                  (203) 892-5454

              	 


      

       

    

    
      
        	 	
                
                  If
                    to the Tenant:

                

              


      

    

    
      
        	 	
                Platinum
                  Studios, LLC,

              	 
	 	
                9744
                  Wilshire Boulevard, Suite 230 

              	 
	 	
                Beverly
                  Hills, California 90212 

              	 
	 	
                Attention:
                  Scott Mitchell Rosenberg

              	 


      

    

     

    it
      being
      understood and agreed that each party will use reasonable efforts to send copies
      of any notices to the addresses marked With a copy to heremabove set forth;
      provided, however, that failure to deliver such copy or copies shall have no
      consequence whatsoever to the effectiveness of any notice made to the Tenant
      or
      the Mortgagee. Each party may designate a change of address by notice given,
      as
      hereinabove provided, to the other party, at least fifteen (15) days prior
      to
      the date such change of address is to become effective.

     

    1.1
      This
      Agreement shall be binding upon and inure to the benefit of the Mortgagee and
      the Tenant and their respective successors and assigns.

     

    1.2 The
      term ‘`Mortgagee"
      as
      used herein shall include the successors and assigns of the Mortgagee and any
      person, party or entity which shall become the owner of the Premises by reason
      of a foreclosure of the Mortgage or the acceptance of a deed or assignment
      in
      lieu of foreclosure or otherwise. The term "Landlord" as used herein shall
      mean
      and include the present landlord under the Lease and such landlord's
      predecessors and successors in interest under the Lease. The term "Premises"
      as
      used herein shall mean the Premises, the improvements now or hereafter located
      thereon and the estates therein encumbered by the Mortgage.

     

    1.3
      This
      Agreement may not be modified in any manner or terminated except by an
      instrument in writing executed by the parties hereto.

     

    [INTENTIONALLY
      LEFT BLANK]

     


    
      
        
        

      

      
        54

        
          

        

      

      
        
        

              

                        
    

      

    


    EXHIBIT
      H

    SUBORDINATION,
      NON-DISTURBANCE 

    AND
      ATTORNMENT AGREEMENT (continued)

     

    14.
      This
      Agreement shall be governed by and construed under the laws of the State in
      which the Premises are located.

     

    IN
      WITNESS WHEREOF, the Mortgagee and the Tenant have duly executed this Agreement
      as of the date first above written.

     

     

    
      	 	Mortgagee:	 
	 	 	
              EUROHYPO
                AG,

              New York Branch,

              as Administrative Agent

            	 
	
               

            	
              By:
                

            	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


    

     

     

     

    
      	 	Tenant:	 
	 	 	
              PLATINUM STUDIOS,
                LLC,

              a California limited liability company

            	 
	
               

            	
              By:
                

            	/s/ Scott
              Mitchell Rosenberg	 
	 	 	Name Scott
              Mitchell Rosenberg	 
	 	 	Title 	 
	 	 	 	 


    

     

    
      	
               

            	
              By:
                

            	/s/ Brian
              K. Altounian	 
	 	 	Name Brian
              K. Altounian	 
	 	 	Title 	 
	 	 	 	 


    

     

    
      	 	Lanlord:	 
	 	 	DOUGLAS
              EMMETT 1995, LLC	 
	
               

            	
              By:
                

            	/s/	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


    

    


     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

    ACKNOWLEDGMENTS

     

     

    STATE
      OF
      CALIFORNIA

     

    COUNTY
      OF LOS ANGELES ss:

     

    On
      200
      before me, . a Notary Public in and for said

    County
      and State, personally appeared , personally

    known
      to
      me (or proved to me on the basis of satisfactory evidence) to be the person(s)
      whose name(s) is/are sttbscribed to the within instrument and acknowledged
      to me
      that he/she/they executed the same in his/her/their authorized capacity(ies),
      and that by his/her/their signature(s) on the instrument the person(s), or
      the
      entity upon behalf of which the person(s) acted, executed the
      instrument.

     

    WITNESS
      my hand and official seal.

     

    Notary
      Public

     

    STATE
      OF
      CALIFORNIA

    ss:

    COUNTY
      OF
      LOS ANGELES

     

    On                                               
      200/, before me,  a Notary Public in and for said

    County
      and State, personally appeared Scott
      Mitchell Rosenberg, personally known to me (or proved to me on the
      basis of satisfactory evidence) to be the person(s) whose name(s) is/are
      subscribed to the within instrument and acknowledged to me that he/she/they
      executed the same in his/her/their authorized capacity(ies), and that by
      his/her/their signature(s) on the instrument the person(s), or the entity upon
      behalf of which the person(s) acted, executed the instrument.

     

    WITNESS
      my hand and official seal.

     

    


    
      	 


    

     

    
      	
                
                .                                                                                                                                    
                LORA
                BALL 

            


    

    
      	
              SS:

            


    

    Notary
      Public

     

     

    


    COUNTY
      OF
      LOS ANGELES

     

    On                                              ,
      200. before me,, a Notary Public in and for said

     

    County
      and State, personally appeared Brian
      K. Altounian, personally known to me (or proved to me on the baSis of
      satisfactory evidence) to be the person(s) whose name(s) is/are subscribed
      to
      the within instrument and acknowledged to me that he/she/they executed the
      same
      in his/her/their authorized capacity(ies), and that by his/her/their
      signature(s) on the instrument the person(s), or the entity upon behalf:of
      which
      the person(s) acted, executed the instrument.

     

    WITNESS
      my hand and official seal.

     

    
      Notary
        Public

    

     

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    


    DESCRIPTION
      OF THE PREMISES:

     

    PARCEL
      1:

     

    LOTS
      60,
      61, 62, 63, 64, 65, 66, 67, 68, 69, 70, 71, 72 AND 76 OF TRACT NO. 8369,
      TOGETHER WITH THE NORTHEASTERLY ONE-HALF OF THAT CERTAIN ALLEY 20 FEET WIDE
      LYING NORTHWESTERLY OF THE SOUTHWESTERLY PROLONGATION OF THE SOUTHEASTERLY
      LINE
      OF LOT 72 OF TRACT NO 8369 AND SOUTHEASTERLY OF THE SOUTHWESTERLY PROLONGATION
      OF THE NORTHWESTERLY LINE OF LOT 60 OF TRACT NO 8369, IN THE CITY OF LOS
      ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP-RECORDED
      IN BOOK 94
      PAGES 24 AND 25 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
      COUNTY.

     

    PARCEL
      2:

     

    NON-EXCLUSIVE
      EASEMENT APPURTENANT TO PARCEL ,1 FOR INGRESS AND EGRESS, FOR THE PASSAGE AND
      PARKING OF VEHICLES, AND FOR PASSAGE AND ACCOMMODATION OF PEDESTRIANS ON SUCH
      RESPECTIVE PORTIONS OF THE ALLEY AS ARE SET ASIDE MAINTAINED AND AUTHORIZED
      FOR
      SUCH USE AS DISCLOSED IN A RECIPROCAL EASEMENT AGREEMENT, RECORDED OCTOBER
      26,
      1959 AS INSTRUMENT NO 89-1732036 OF LOS ANGELES COUNTY, CALIFORNIA.

     

     

    EXECUTIVE
      TWR. \PLATINUM STUDIOS, LLCALO July 10,2006

     

     


    
      
        
        

      

      
        57