ex10_1.htm


    AGREEMENT
      OF LEASE

     

    AGREEMENT
      OF LEASE (the “Lease”) made as of the 25 day of September, 2007
      between TMC-3011 S 52ND
      ST, LLC, an Arizona limited liability company (the
“Landlord”), and SONICWALL, INC., a California
      corporation (the “Tenant”).

     

    1.  Reference
      Data and Definitions.  The following sets forth some of
      the basic lease information and definitions used in this Lease:

     

    1.1  “Additional
      Rent” shall mean Tenant’s Proportionate Share of Real Estate Taxes and
      Operating Expenses, and all other sums (exclusive of Base Rent) payable by
      Tenant to Landlord under this Lease.

     

    1.2  “Base
      Rent” shall mean the base rent for respective periods set forth
      below:

     

    
      	
              Period
                (months)

            	
              Annual

              Base
                Rent

            	
              Monthly
                Installment of

              Annual
                Base Rent

            
	
              1-12

            	
              $499,200.00

            	
              $41,600.00

            
	
              13-24

            	
              $514,176.00

            	
              $42,848.00

            
	
              25-36

            	
              $529,601.28

            	
              $44,133.44

            
	
              37-48

            	
              $545,489.32

            	
              $45,457.44

            
	
              49-60

            	
              $561,854.00

            	
              $46,821.17

            
	
              61-72

            	
              $578,709.62

            	
              $48,225.80

            
	
              73-84

            	
              $596,070.91

            	
              $49,672.58

            
	
              85-90

            	
              $613,953.03

            	
              $51,162.75

            


    

    


    Base
      Rent
      escalates annually by three percent (3%) as described above.

    


    1.3  “Broker”
      shall mean Grubb & Ellis and Commercial Properties,
      Incorporated.

     

    1.4  “Building”
      shall mean 3011 South 52nd Street,
      Tempe,
      Arizona containing 79,183 square feet.

     

    1.5  “Common
      Areas” shall mean the roadways, parking areas and landscaped areas on
      the Property, and the entrances, accessways and other areas located on the
      Property intended for the common use of all tenants of the Property and their
      invitees.

     

    1.6  “Commencement
      Date” shall mean September 25, 2007.

     

    1.7  “Concession
      Costs” shall mean leasing commissions and costs such as construction
      allowances, rent concessions, moving expenses, takeover obligations and other
      similar inducements, incurred in leasing, subleasing or assigning a lease or
      this Lease.

     

    1.8  “Excess
      Assignment Consideration” shall mean an amount, if any, equal
      to:  (A) the consideration whenever paid by any assignee for the
      assignment, less (B) Concession Costs, reasonably incurred by Tenant in
      connection with such assignment.

     

    1.9  “Excess
      Sublease Rent” shall mean an amount, if any, equal to:  (A)
      (i) all rent or other consideration paid to Tenant by any subtenant, for and
      during each month less (ii) the portion applicable to such month (when amortized
      from the date such subtenant commences to pay rent over the remaining term
      of
      the sublease, exclusive of any renewals or extensions) of Tenant’s Concession
      Costs reasonably incurred by Tenant in connection with such subletting, less
      (B)
      (i) the Monthly installment of Base Rent for such month plus (ii) such other
      rent or consideration attributable to such month, which would otherwise be
      required to be paid by Tenant to Landlord.  In determining the amount
      of Excess Sublease Rent with respect to a sublease for less than all of the
      Premises, the amount of the Monthly installment of Base Rent to be deducted
      pursuant to clause (B)(i) of this Section 1.9
      shall be determined by multiplying the then applicable square foot rate of
      the
      Monthly installment of Base Rent by the area of the portion of the Premises
      which has been sublet.

     

    1.10  “Improvements”
      shall mean the build out work and other improvements to be performed by
      Landlord, at Landlord’s cost, to the Premises that are described in the Plans
      and Specifications.

     

    1.11  “Land”
      shall mean the land legally described or depicted on Exhibit
      A attached hereto.

     

    1.12  “Landlord”
      shall mean the Landlord named on page 1 of this Lease or any subsequent owner
      of
      such Landlord’s interest in the Property.

     

    1.13  “Landlord’s
      Address”:

     

    c/o
      Stewart Property Advisors LLC

    15540
      North 71st
      Street

    Suite
      119

    Scottsdale,
      AZ 85254

    Attn:  Tony
      Muscatello

     

    1.14  “Lease
      Interest Rate” shall mean the lesser of (A) 300 basis points in excess
      of the Prime Rate in effect from time to time or (B) the maximum amount or
      rate
      that lawfully may be charged in the circumstances, if such a maximum
      exists.

     

    1.15  “Lease
      Taxes” shall mean any tax, assessment, levy or other charge (other than
      any income, franchise, state or inheritance tax) by any federal, state or local
      law now or hereafter imposed directly or indirectly upon Landlord with respect
      to this Lease or the value thereof, or upon Tenant’s use or occupancy of the
      Premises, or upon the Base Rent, Additional Rent (including, but not limited
      to,
      all transaction privilege taxes) or any other similar sums payable under this
      Lease or upon this transaction.

     

    1.16  “Lease
      Year.”  The “First Lease Year” shall be the
      period commencing on the Commencement Date and continuing to the last day of
      calendar year 2008.  Each “Lease Year” after the
      First Lease Year shall be a consecutive twelve (12) month period commencing
      on
      the first day immediately following the preceding Lease Year.

     

    1.17  “Operating
      Expenses” shall have the meaning set forth in Section
5.1.

     

    1.18  “Permitted
      Use” shall mean general office, administrative, and related business
      purposes.

     

    1.19  “Plans
      and Specifications” shall mean the detailed plans and specifications
      describing any Improvements that are described on Exhibit B
      attached hereto.

     

    1.20  “Premises”
      shall mean the approximately 32,000 square foot area contained in the Building
      and depicted on Exhibit A-1 attached hereto (the “Site
      Plan”), together with any parking areas and truck courts expressly
      reserved for the use by the Premises on the Site Plan.

     

    1.21  “Prime
      Rate” shall mean the rate of interest announced from time to time by
      Wachovia Bank, N.A. or its successor as its prime rate or, if such rate is
      discontinued, such comparable rate as Landlord reasonably designates by notice
      to Tenant.

     

    1.22  “Property”
      shall mean the Building, including, but not limited to, the Common Areas,
      together with Land.

     

    1.23  “Real
      Estate Taxes” shall mean all real estate taxes and assessments, general
      or special, ordinary or extraordinary, foreseen or unforeseen (other than Lease
      Taxes) assessed or imposed upon the Property.  If, due to a future
      change in the method of taxation, any tax shall be levied or imposed in
      substitution, in whole or in part, for (or in lieu of) any tax or addition
      to or
      increase in any tax which would otherwise be included within the definition
      of
      Real Estate Taxes, then such other tax shall be deemed to be included within
      Real Estate Taxes.

     

    1.24  “Rent”
      shall mean Additional Rent and Base Rent, collectively.

     

    1.25  “Rent
      Commencement Date” shall mean the later of:  (i) Substantial
      Completion Date (or the date upon which the Substantial Completion of the
      Improvements would have occurred but for Tenant Delays); or (ii) January 1,
      2008.

     

    1.26  “Substantial
      Completion” and “Substantially Complete” shall each
      mean, with respect to the Premises, the date when (i) the construction of
      the Improvements is substantially completed, excepting only “punch list items”
(as that term is commonly used in the construction industry) that will not
      materially interfere with completion of Tenant Work and/or Tenant’s operations
      provided that Tenant has completed all of Tenant Work, and (ii) Landlord
      has obtained a temporary or permanent Certificate of Occupancy for the Premises;
      provided, however, that if the failure of Landlord to obtain a temporary or
      permanent Certificate of Occupancy is a result of the condition of the Tenant
      Work or the failure of Tenant to complete the Tenant Work, the delivery of
      a
      Certificate of Occupancy shall not be required for purposes of determining
      whether Substantial Completion has occurred.

     

    1.27  “Substantial
      Completion Date” shall mean the date upon which Substantial Completion
      of the Improvements occurs.

     

    1.28  “Tenant”
      shall mean the Tenant named on page 1 of this Lease and such person’s permitted
      successors and assigns, subject to the provisions of this Lease.

     

    1.29  “Tenant
      Delays” shall mean delays in the Substantial Completion of the
      Improvements, resulting from:  (a) the performance of the Tenant Work
      by or on behalf of Tenant other than in accordance with the terms and conditions
      of Section 3.2
      below; (b) the failure by Tenant to timely approve any plans and specifications
      or provide information necessary to complete the design of the Improvements;
      or
      (c) any other action, negligence or omission by or on the part of Tenant or
      any
      Tenant Parties (as hereinafter defined).

     

    1.30  “Tenant
      Work” shall mean any build out, fixturing and space preparation of any
      portion of the Premises to be performed by Tenant at Tenant’s sole
      cost.

     

    1.31  “Tenant’s
      Address” shall mean the Premises, with copies to:

     

    SonicWALL,
      Inc.

    1143
      Borregas Avenue

    Sunny
      Vale,
      California  94089-1306

    


    1.32  “Tenant’s
      Proportionate Share” shall be 40.41%.

     

    1.33  “Term”
      shall mean, subject to the provisions of Section 26 hereof, the
      seven (7) year, six (6)
      month period commencing on the Rent Commencement Date and terminating on the
      last day of the ninetieth (90th) calendar
      month
      after the Rent Commencement Date occurs (such date, the “Expiration
      Date”).

     

    2.  Demise
      of Premises.  Subject to the terms of  this
      Lease, Landlord leases to Tenant and Tenant leases from Landlord the Premises
      and grants to Tenant, so long as this Lease remains in effect, the non-exclusive
      right to use the Common Areas for their intended purposes in common with all
      others entitled to use them; provided, however, that Tenant shall not be
      entitled to use or occupy the Premises for any purposes other than the Tenant
      Work pursuant to Section 3.2 until the
      Substantial Completion
      Date.  Tenant shall be entitled to use the Common Areas in the same
      manner and fashion as other tenants of the Building on a non-discriminatory
      basis after the Substantial Completion Date.

     

    3.  Possession;
      Term.

     

    3.1  Improvement
      Work.  Landlord shall, at Landlord’s sole cost and
      expense, furnish all of the design, material, labor and equipment required
      to
      construct the Improvements in accordance with the Plans and
      Specifications.  Landlord shall construct the Improvements in a good
      and workmanlike manner, and in accordance with all applicable statutes,
      ordinances and building codes, governmental rules, regulations and orders
      relating to construction of the Improvements (but not matters arising because
      of
      Tenant Work or specific to the particular business Tenant seeks to engage in
      the
      Premises).  Landlord shall diligently proceed with the construction of
      the Improvements and use good faith efforts to Substantially Complete the
      Improvements on or prior to three (3) months after the Commencement Date (the
      “Projected Completion Date”), which Projected Completion Date
      shall be extended on account of any delays in the Substantial Completion of
      the
      Improvements that result from Force Majeure Events (as hereinafter defined)
      or
      Tenant Delays; provided, however, if Landlord fails to so Substantially Complete
      the Improvements and deliver possession of the Premises prior to the Project
      Completion Date, as the same may be extended on account of Force Majeure Events
      or Tenant Delays, then the validity of this Lease and the obligations of Tenant
      under this Lease shall not be affected, and Tenant shall have no claim against
      Landlord (and Landlord shall have no liability) hereunder, at law or in equity,
      arising from Landlord’s failure to Substantially Complete the Improvements and
      deliver possession of the Premises by such date, except that Tenant shall not
      be
      required to pay Rent until the Rent Commencement Date has
      occurred..

     

    3.2  Tenant’s
      Access.  From and after the Commencement Date, Landlord
      shall provide access to the Premises to Tenant and its contractors, agents
      and
      employees for purposes of performing Tenant Work.  For purposes of
      this Lease, the term “Schedule” shall mean a detailed description of the timing
      and coordination of Landlord’s construction of the Improvements and Tenant’s
      performance of the Tenant Work.  Landlord and Tenant shall reasonably
      cooperate in creating a procedure for such consultation and cooperation in
      reviewing and revising the Schedule. Prior to commencing
      any Tenant Work, Tenant shall provide Landlord with:  (i) copies of
      all plans and specifications pertaining to the Tenant Work for which such access
      is being requested; (ii) copies of all licenses and permits required in
      connection with the performance of the work for which such access is being
      requested; and (iii) certificates of insurance naming Landlord as additional
      insured/loss payee as applicable.  The access to the Premises provided
      to Tenant pursuant to this Section 3.2 shall
      be subject to the conditions that all of Tenant and Tenant’s agents,
      contractors, workmen, mechanics, suppliers, and invitees shall work in harmony
      and not interfere with Landlord and its agents and contractors in doing its
      work
      in, to, or on the Improvements.  If at any time such entry or
      occupancy shall cause or create an imminent likelihood of such disharmony or
      interference, Landlord, in Landlord’s reasonable discretion, shall have the
      right to suspend such access upon twenty-four (24) hours’ written notice to
      Tenant until such time as Tenant, at Tenant’s sole cost, has remedied such
      disharmony or interference.  Tenant agrees that any such entry into
      and occupancy of the applicable Premises shall be deemed to be under all of
      the
      terms, covenants, conditions and provisions of the Lease, except as to the
      covenant to pay Rent.

     

    3.3  Delivery
      of Possession, Punch List, and Acceptance Agreement.  As
      soon as the Improvements are Substantially Completed for the Premises, Landlord
      and Tenant shall together walk through the Premises and inspect all Improvements
      so Substantially Completed, using reasonable efforts to discover all uncompleted
      or defective construction in the Improvements.  After such inspection
      has been completed, each party shall sign an acceptance agreement in a
      reasonably agreed upon form (herein the “Acceptance
      Agreement”), which shall include, by attachment, a list of all “punch
      list” items which the parties agree are to be corrected by Landlord in
      connection with the Premises.  Landlord shall use reasonable efforts
      to complete and/or repair such “punch list” items within thirty (30) days after
      executing the applicable Acceptance Agreement.  Tenant’s commencement
      of business operations from and in any part of the Premises shall be deemed
      to
      be an acceptance by Tenant of the Improvements, except for the agreed upon
      punch
      list items.  Tenant agrees that Tenant is familiar with the condition
      of the Premises, and Tenant hereby accepts the foregoing on an “AS-IS,”
“WHERE-IS” basis except to the extent of Landlord’s repair and maintenance
      obligations hereunder.  Tenant acknowledges that Landlord has not made
      any representation as to the condition of the foregoing or the suitability
      of
      the foregoing for Tenant’s intended use, except as may be herein expressly set
      forth.  Tenant represents and warrants that Tenant has made its own
      inspection of the foregoing.  Landlord shall not be obligated to make
      any repairs, replacements or improvements (whether structural or otherwise)
      of
      any kind or nature to the foregoing in connection with, or in consideration
      of,
      this Lease, except (a) as set forth herein and (b) with respect to the
      Improvements.  Landlord agrees to make reasonable efforts to enforce,
      upon Tenant’s request, all manufacturer’s or contractor’s warranties, if any,
      issued in connection with any of the Improvements or the Premises.

     

    3.4  Commencement
      Date.  The term of this Lease shall commence on the
      Commencement Date and expire on the Expiration Date.  Notwithstanding
      the foregoing, Tenant shall not be entitled to use or occupy the Premises for
      any purpose other than Tenant Work until the Improvements have been
      Substantially Completed.

     

    3.5  Rent
      Commencement.  Tenant’s obligation to pay Base Rent shall
      commence on the Rent Commencement Date.

     

    4.  Base
      Rent.

     

    4.1  Payment.  From
      and after the Rent Commencement Date, Base Rent shall be payable by Tenant
      in
      equal monthly installments on or before the first day of each calendar month,
      in
      advance; provided, however, that if the Rent Commencement Date
      is  other than on the first day of a
      month.  Base Rent, shall be prorated on the basis of
      the actual number of days during such month that Base Rent is
      payable.  All payments of Base Rent and Additional Rent shall be made
      without prior demand and, except as otherwise expressly provided in this Lease,
      without offset, deduction or counterclaim of any kind, in lawful money of the
      United States of America.  Such payments shall be made at Landlord’s
      Address or at such other place as Landlord shall designate from time to
      time.  Tenant’s agreements to lease the Premises and pay Base Rent,
      Additional Rent and all other sums payable under this Lease are independent
      of
      any other covenant, agreement or term of this Lease.  Tenant shall pay
      any and all Lease Taxes simultaneously with its payment of Base Rent and shall
      be solely responsible for all such Lease Taxes regardless of against whom the
      same are assessed.

     

    4.2  Late
      Charges.  Late
      Charges.  Any Rent payable by Tenant to Landlord under
      this Lease which is not paid within five (5) days after written notice that
      the
      same is due will be automatically subject to a late payment charge, as
      Additional Rent, of five percent (5%) of the delinquent amount, in each
      instance, to cover Landlord's additional administrative costs.  In
      addition to the late charge set forth above, Tenant shall also be required
      to
      pay interest on all such unpaid sums (including any late charge(s)), at a flat
      rate of 3% of all such outstanding charges of Rent without further notice or
      demand therefore by Landlord.  Such late charges and interest will be
      due and payable as set forth herein and will accrue from the date that such
      Rent
      (including late charges and interest) sums are payable under the provisions
      of
      this Lease until actually paid by Tenant.

     

    4.3  Net
      Lease.  This Lease shall be deemed and construed to be a
“net lease.”  

     

    5.  Additional
      Rent for Operating Expenses and Real Estate Taxes.

     

    5.1  Definitions.  “Operating
      Expenses” shall mean the costs and expenses paid or incurred by
      Landlord in connection with the management, operation, maintenance and repair
      of
      the Property and the Common Areas including, without limitation:

     

    
      	
              (a)  

            	
              the
                cost of fire, extended coverage, boiler, sprinkler, apparatus, public
                liability, property damage, rent, earthquake and other insurance
                as
                Landlord carries with respect to the Property, including the amounts
                of
                any deductible payment for such insurance incurred by Landlord in
                connection with any claim
                thereunder;

            


    

     

    
      	
              (b)  

            	
              an
                annual management fee payable on the
                Rent;

            


    

     

    
      	
              (c)  

            	
              the
                cost of any capital improvements made to the Property after the date
                of
                this Lease designed to reduce Operating Expenses (amortized in accordance
                with generally accepted accounting principles), together with interest
                on
                the unamortized balance(s) at the rate of ten percent (10%) per annum
                or
                such other market rate as may actually be payable by Landlord on
                funds
                borrowed for the purpose of constructing such capital
                improvements;

            


    

     

    
      	
              (d)  

            	
              the
                cost of any capital improvements made to the Property after the date
                of
                this Lease that are required under any governmental law or regulation
                that
                was not applicable to the Property at the date of this Lease (amortized
                in
                accordance with generally accepted accounting principles), together
                with
                interest on the unamortized balance(s) at the rate of ten percent
                (10%)
                per annum or such other market rate as may actually be payable by
                Landlord
                on funds borrowed for the purpose of constructing such capital
                improvements;

            


    

     

    
      	
              (e)  

            	
              the
                cost of supplies, materials and equipment used in the management,
                operation, maintenance and repair of the Property and the Common
                Areas,
                including, without limitation, any rental
                fees;

            


    

     

    
      	
              (f)  

            	
              fees,
                costs and disbursements incurred in connection with proceedings to
                contest
                or reduce Operating Expenses or Real Estate Taxes to the extent of
                any
                savings realized;

            


    

     

    
      	
              (g)  

            	
              the
                cost of electricity, gas, water, sewer service, and other systems
                and
                utilities serving the Common Areas or not separately metered, and
                the cost
                of supplies and equipment and maintenance and service contracts in
                connection therewith;

            


    

     

    
      	
              (h)  

            	
              the
                cost of repairs, replacements, maintenance and cleaning the Property
                and
                the Common Areas, including, without limitation, the cost of janitorial
                and other service agreements and trash removal with respect to the
                Property;

            


    

     

    
      	
              (i)  

            	
              the
                cost of all repairs and maintenance associated with the landscaped
                areas,
                surface parking areas and truck courts of the Property and the Common
                Areas, including, without limitation, roof maintenance in connection
                with
                the Property and the Common Areas;

            


    

     

    
      	
              (j)  

            	
              any
                association fees, assessments, special assessments or other fees
                payable
                by Landlord under any Declaration of Protective Covenants or comparable
                instrument binding upon the Property;
                and

            


    

     

    
      	
              (k)  

            	
              the
                fee for a bi-annual roof inspection
                contract.

            


    

     

    “Operating
      Expenses” shall not include:

     

    
      	
              (a)  

            	
              leasing
                commissions, accountants’ or attorneys’ fees, costs and disbursements and
                other expenses incurred in connection with proposals, negotiations,
                or
                disputes with prospective tenants or associated with the enforcement
                of
                any leases or the defense of Landlord’s title to or interest in the
                Property or any part thereof;

            


    

     

    
      	
              (b)  

            	
              except
                as specifically provided in this Lease with regard to amortization
                of
                capital improvement costs, interest on debt or amortization payments
                on
                any mortgages or deeds of trust or any other borrowings of
                Landlord;

            


    

     

    
      	
              (c)  

            	
              except
                as provided in this Lease with regard to capital expenditures, any
                other
                expense that under generally accepted accounting principles and practices
                would not be considered a maintenance or operating
                expense;

            


    

     

    
      	
              (d)  

            	
              salaries,
                benefits or other compensation paid to leasing agents, promotional
                directors, officers, directors and executives of Landlord above the
                rank
                of Building managers, or not involved in the day-to-day operations
                or
                management of the Property (except for out-of-pocket expenses of
                such
                persons related to the Property);

            


    

     

    
      	
              (e)  

            	
              all
                contributions to any organizations, whether political or
                charitable;

            


    

     

    
      	
              (f)  

            	
              interest
                or penalties for late payments;

            


    

     

    
      	
              (g)  

            	
              costs
                reimbursed by insurance;

            


    

     

    
      	
              (h)  

            	
              ground
                lease rental;

            


    

     

    
      	
              (i)  

            	
              depreciation;

            


    

     

    
      	
              (j)  

            	
              expenses
                in connection with services or other benefits of a type which are
                not
                provided to Tenant but are provided to another tenant or occupant;
                and

            


    

     

    
      	
              (k)  

            	
              costs
                incurred by Landlord to comply with its obligations under Section
                6.4 (Hazardous Materials) and under its
                indemnity.

            


    

     

    5.2  Payment
      of Real Estate Taxes.  Commencing on the Rent
      Commencement Date, Tenant shall pay to Landlord as Additional Rent one twelfth
      (1/12th) of Tenant’s Proportionate Share of Real Estate Taxes on or before the
      first day of each month during each Lease Year, in advance, in an amount
      reasonably estimated by Landlord in good faith and billed by Landlord to
      Tenant.  Landlord shall have the right to reasonably revise such
      estimate from time to time.  Within one hundred twenty (120) days
      after the expiration of each fiscal year for Real Estate Taxes, Landlord shall
      furnish Tenant with a statement (“Landlord’s Tax Statement”)
      setting forth in reasonable detail the actual amount of Tenant’s Proportionate
      Share of Real Estate Taxes for such year.  If the actual amount of
      Tenant’s Proportionate Share of Real Estate Taxes due for such year differs from
      the estimated amount of Tenant’s Proportionate Share of Real Estate Taxes paid
      by Tenant for such year, then, if Tenant owes any amounts to Landlord, such
      amounts shall be paid by Tenant (whether or not this Lease has terminated)
      within thirty (30) days after receipt of Landlord’s Tax Statement, and if
      Landlord owes any amounts to Tenant, such amounts shall be credited against
      the
      next installments of Base Rent and Additional Rent due from Tenant (or if the
      Lease has terminated for any reason other than Tenant’s default, paid to Tenant
      within thirty (30) days after delivery of Landlord’s Tax
      Statement).  Tenant’s obligation to pay Tenant’s Proportionate Share
      of Real Estate Taxes shall commence as of the Rent Commencement
      Date.

     

    5.3  Payment
      of Operating Expenses.  Commencing on the Rent
      Commencement Date, Tenant shall pay to Landlord as Additional Rent one twelfth
      (1/12th) of Tenant’s Proportionate Share of Operating Expenses for the Property
      for each calendar year on or before the first day of each month during such
      year, in advance, in an amount reasonably estimated by Landlord in good faith
      and billed by Landlord to Tenant.  Landlord shall have the right to
      reasonably revise such estimate once during each calendar
      year.   Within one hundred twenty (120) days after the expiration
      of each calendar year, Landlord shall furnish Tenant with a statement
      (“Landlord’s Operating Expense Statement”), setting forth in
      reasonable detail the actual amount of Tenant’s Proportionate Share of Operating
      Expenses for such year.  If the actual amount of Tenant’s
      Proportionate Share of Operating Expenses due for such year differs from the
      estimated amount of Tenant’s Proportionate Share of Operating Expenses paid by
      Tenant for such year, then, if Tenant owes any amounts to Landlord, such amounts
      shall be paid by Tenant (whether or not this Lease has terminated) within thirty
      (30) days after receipt of Landlord’s Operating Expense Statement, and if
      Landlord owes any amounts to Tenant, such amounts shall be credited against
      the
      next installments of Base Rent and Additional Rent due from Tenant (or if the
      Lease has terminated for any reason other than Tenant’s default, paid to Tenant
      within thirty (30) days after delivery of Landlord’s Operating Expense
      Statement).

     

    5.4  Tenant’s
      Audit Rights.  Landlord shall keep reasonably detailed
      records of all Operating Expenses and Real Estate Taxes for a period of at
      least
      three (3) years.  Not more frequently than once in every 12-month
      period and after at least twenty (20) days’ prior written notice to Landlord,
      Tenant shall be permitted to audit the records of the Operating Expenses and
      Real Estate Taxes.  If Tenant exercises its audit rights as provided
      above, Tenant shall conduct any inspection at a reasonable time and in a manner
      so as not to unduly disrupt the conduct of Landlord’s business.  Any
      such inspection by Tenant shall be for the sole purpose of verifying the
      Tenant’s Proportionate Share of Operating Expenses and/or Real Estate
      Taxes.  Tenant shall hold any information obtained during any the
      inspection in confidence, except that Tenant shall be permitted to disclose
      such
      information to its attorneys and advisors, provided Tenant informs such parties
      of the confidential nature of such information and uses good faith and diligent
      efforts to cause such parties to maintain such information as
      confidential.  Any shortfall or excess revealed and verified by
      Tenant’s audit shall be paid to the applicable party within thirty (30) days
      after that party is notified of the shortfall or excess to the extent such
      overage or shortfall has not previously been adjusted pursuant to this
      Lease.  If Tenant’s inspection of the records for any given Lease Year
      or partial Lease Year reveals that Tenant was overcharged for Tenant’s
      Proportionate Share of Operating Expenses or Real Estate Taxes by an amount
      of
      greater than five percent (5%), Tenant paid such overage and such overage was
      not otherwise adjusted pursuant to the terms of this Lease, Landlord shall
      reimburse Tenant for its reasonable, third party costs of the audit, up to
      an
      amount not to exceed $1,000.

     

    6.  Use;
      Compliance With Law.

     

    6.1  Permitted
      Use; Signage.  The Premises shall be used only for the
      Permitted Use and for no other purpose.  Tenant shall not install any
      signs on the Premises or the Property without the prior written consent of
      Landlord.  Any such signage shall be removed by Tenant upon the
      expiration or sooner termination of this Lease and Tenant shall repair any
      damage resulting from its removal.

     

    6.2  No
      Nuisance.  Tenant shall not allow, suffer or permit the
      Premises or any use thereof to constitute a nuisance.

     

    6.3  Compliance
      with Laws.  Tenant, at Tenant’s expense, shall comply
      with and cause all of Tenant’s contractors, agents, servants, employees,
      invitees and licensees (the “Tenant Parties”) to comply with
      all applicable laws, ordinances, rules and regulations of governmental
      authorities applicable to the Premises or the use or occupancy
      thereof.  Without limiting the generality of the foregoing, Tenant
      shall comply with the requirements of (a) the Occupational Safety and Health
      Act
      (and all regulations promulgated thereunder), and (b) the Americans with
      Disabilities Act (and all regulations promulgated thereunder), as the same
      may
      be amended from time to time.  The foregoing obligation of Tenant
      shall not however permit Tenant to make, without Landlord’s prior written
      approval, any alterations to the Premises which otherwise would require
      Landlord’s approval under this Lease, and Tenant shall comply with all of the
      requirements of this Lease in making any such alterations.

     

    6.4  Hazardous
      Materials.

     

    6.4.1  Definitions.  “Hazardous
      Substance” shall mean any hazardous or toxic substance, material or
      waste which is or becomes regulated by any local, state or federal governmental
      authority having jurisdiction.  The term “Hazardous Substance”
includes, without limitation, any material or substance which is (i) designated
      as a “hazardous substance” pursuant to Section 311 of the Federal Water
      Pollution Control Act (33 U.S.C. Section 1317), (ii) defined as a “hazardous
      waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act,
      42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903), (iii) defined as a
      “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental
      Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. (42
      U.S.C. Section 9601), (iv) petroleum or (vi) asbestos or asbestos-containing
      materials.

     

    6.4.2  Compliance
      with Law.  Tenant shall conduct, and cause to be
      conducted, all operations and activity at the Premises in compliance with,
      and
      shall in all other respects applicable to the Premises comply with, all
      applicable present and future federal, state, municipal and other governmental
      statutes, ordinances, regulations, orders, directives and other requirements,
      and all present and future requirements of common law, concerning the protection
      of public health, safety or the environment (collectively “Environmental
      Statutes”).  Tenant, in a timely manner, shall, to the extent
      required due to Tenant’s use of the Premises or arising out of Tenant’s actions
      at the Property, obtain and maintain in full force and effect all permits,
      licenses and approvals, and shall make and file all notifications and
      registrations as required by Environmental Statutes.  Tenant shall at
      all times comply with the terms and conditions of any such permits, licenses,
      approvals, notifications and registrations.  Tenant shall provide to
      Landlord copies of the following pertaining to the Premises, the Property or
      Tenant’s use thereof, promptly after each shall have been submitted, prepared or
      received by Tenant:  (A) all applications and associated materials
      submitted to any governmental agency relating to any Environmental Statute;
      (B)
      all notifications, registrations, reports and other documents, and supporting
      information, prepared, submitted or maintained in connection with any
      Environmental Statute or otherwise relating to environmental conditions; (C)
      all
      permits, licenses, approvals, and amendments or modifications thereof, obtained
      under any Environmental Statute; and (D) any correspondence, notice of
      violation, summons, order, complaint, or other document received by Tenant
      pertaining to compliance with or liability under any Environmental
      Statute.

     

    6.4.3  Operations.  Tenant
      shall not cause or suffer or permit to occur in, on or under the Premises any
      generation, use, manufacturing, refining, transportation, emission, release,
      treatment, storage, disposal, presence or handling of Hazardous Substances,
      except that limited quantities of Hazardous Substances may be used, handled
      or
      stored on the Premises, provided such is incident to and reasonably necessary
      for the maintenance of the Premises and Tenant’s operations for the Permitted
      Use and is in compliance with all Environmental Statutes and all other
      applicable governmental requirements.  Should a release of any
      Hazardous Substance occur at the Premises or the Property as the result of
      the
      acts or omissions of Tenant and/or any of the Tenant Parties, Tenant shall
      immediately contain, remove and dispose of, off the Premises or the Property,
      such Hazardous Substances and any material that was contaminated by the release,
      and remedy and mitigate all threats to human health or the environment relating
      to such release.  When conducting any such measures Tenant shall
      comply with all Environmental Statutes.  Tenant shall not install or
      cause the installation of any above ground or underground storage tank at the
      Premises.

     

    6.4.4  Inspection.  Upon
      not less than twenty-four (24) hours’ prior telephonic or written notice (except
      in case of an emergency in which event Landlord shall provide such telephonic
      or
      written notice as Landlord is able to under the circumstances), Tenant agrees
      to
      permit Landlord and its authorized representatives to enter, inspect and assess
      the Premises at reasonable times for the purpose of determining Tenant’s
      compliance with the provisions of this Section.  Such inspections and
      assessments may include obtaining samples and performing tests of soil, surface
      water, groundwater or other media.

     

    6.4.5  Indemnification.  Notwithstanding
      any other provision in this Lease to the contrary, Tenant hereby agrees to
      indemnify and to hold harmless Landlord and its officers, directors,
      shareholders, partners and principals of, from and against any and all expense,
      loss, cost, claim, damage, penalty, fine, or liability of any kind or nature
      suffered by Landlord by reason of the presence or release of Hazardous
      Substances at or from the Premises or the Property to the extent caused by
      the
      acts or omissions of Tenant or the Tenant Parties or Tenant’s breach of any of
      the provisions of this Section 6, including
      without limitation:  (A) any and all expenses that Landlord may incur
      in complying with any Environmental Statutes, (B) any and all costs that
      Landlord may incur in studying, assessing, containing, removing, remedying,
      mitigating, or otherwise responding to, the presence or release of any Hazardous
      Substance at or from the Premises or the Property, (C) any and all costs for
      which Landlord may be liable to any governmental agency for studying, assessing,
      containing, removing, remedying, mitigating, or otherwise responding to, the
      presence or release of any Hazardous Substance at or from the Premises or the
      Property, (D) any and all fines or penalties assessed, or threatened to be
      assessed, upon Landlord by reason of a failure of Tenant to comply with any
      obligations, covenants or conditions set forth in this Section, and (E) any
      and
      all reasonable legal fees and costs incurred by Landlord in connection with
      any
      of the foregoing.  Tenant’s obligations under this Section shall
      survive the expiration or earlier termination of the Term of this
      Lease.  Notwithstanding anything to the contrary in this
Section 6.4, Tenant shall have no liability to
      Landlord with respect to Hazardous Substances present at the Property due to
      the
      acts or omissions of any party other than Tenant and the Tenant
      Parties.

     

    6.5  Common
      Areas.

     

    6.5.1  Use.  Tenant
      shall have the non-exclusive right to use the Common Areas in common with other
      persons approved by Landlord during the Term, subject to reasonable rules and
      regulations uniformly established by Landlord and the provisions of this
      Lease.

     

    6.5.2  Alterations  Landlord
      reserves the right, at any time and from time to time, without the consent
      of or
      liability to Tenant to (i) make alterations or additions to
      the  Property and the Common Areas, to change, add to, eliminate or
      reduce the extent, size, shape, number or configuration of any aspect of the
      Property and Common Areas provided such alterations or additions do not
      materially and adversely affect the use of the Common Areas by Tenant, (ii)
      close to the general public all or any portion of the Premises or the Property
      to the extent and for the period necessary to avoid any dedication to the
      public, (iii) effect any repairs or further construction, (iv) change the
      arrangement, character, use or location of entrances or passageways, doors
      and
      doorways, corridors, elevators, stairs, landscaping, toilets, mechanical,
      plumbing, electrical or other operating systems or any other portions of the
      Common Areas or other parts of the Premises or the Property provided such
      alterations or additions do not materially and adversely affect the use of
      the
      Common Areas by Tenant, and (v) change the name, number or designation by which
      the Property is commonly known; provided, however, Landlord shall use reasonable
      efforts to limit any disruption of Tenant’s use of the Premises in connection
      with Landlord’s actions undertaken pursuant to this Section.

     

    7.  Alterations
      and Tenant’s Property.

     

    7.1  Alterations
      Defined.

     

    7.1.1  Tenant
      shall not make or suffer or allow to be made any alterations, additions or
      improvements in or to the Premises (collectively,
“Alterations”) without first obtaining Landlord’s written
      consent based on detailed plans and specifications submitted by Tenant; provided
      Landlord’s consent will not be required if (a) the proposed Alterations will not
      affect the structure or the mechanical, electrical, HVAC, plumbing or life
      safety systems of the Building (collectively, “Building
      Systems”) and (b) the total cost to acquire and install the proposed
      Alterations will be no more than (i) $10,000.00 in any one instance and
      (ii) $25,000.00 in the aggregate during any calendar year.  In
      all other instances where Landlord’s consent is so required, it may be granted
      or withheld by Landlord in its reasonable discretion.  In all events,
      Tenant shall notify Landlord prior to commencing Alterations other than de
      minimis Alterations.

     

    7.1.2  Tenant
      agrees that all such work (regardless of whether Landlord’s consent is required)
      shall be done at Tenant’s sole cost and expense, in accordance with the plans
      and specifications approved by Landlord and in a good and workmanlike manner,
      that the structural integrity of the Building shall not be impaired, and that
      no
      liens shall attach to all or any part of the Property by reason
      thereof.  Tenant shall obtain, at its sole expense, all permits
      required for such work.

     

    7.2  Removal
      of Property.  All Alterations shall become the property
      of Landlord and shall be surrendered to Landlord upon the expiration or earlier
      termination of this Lease.  However movable equipment, trade fixtures,
      personal property, furniture, or any other items paid for by Tenant that can
      be
      removed without material harm to the Improvements will remain Tenant’s property
      (collectively, “Tenant Owned Property”) shall not become the
      property of Landlord but shall be removed by Tenant upon the expiration or
      earlier termination of this Lease.  All Tenant Owned Property shall be
      removed from the Premises at Tenant’s sole cost and expense at the expiration or
      sooner termination of this Lease.  When granting consent for any
      Alterations that require Landlord’s consent, Landlord shall indicate whether it
      will require the removal of those Alterations at the expiration or earlier
      termination of the Lease.  Prior to making any Alterations not
      requiring Landlord’s consent, Tenant may request that Landlord notify Tenant
      whether Landlord requires Tenant to remove that Alteration prior to expiration
      or earlier termination of the Lease.  Tenant shall remove those
      Alterations that Landlord requested be removed under the prior two sentences
      at
      the expiration or earlier termination of the Lease.  Tenant shall
      repair at its sole cost and expense all damage caused to the Premises or the
      Building by removal of any Alterations, its signage or Tenant Owned
      Property.  Landlord may remove any Tenant Owned Property or
      Alterations that Tenant is required but fails to remove at the expiration or
      earlier termination of the Lease and Tenant shall pay to Landlord the reasonable
      cost of removal.  Tenant’s obligations under this Section shall
      survive the expiration or earlier termination of this Lease.

     

    8.  Repairs
      and Other Work.

     

    8.1  Tenant’s
      Obligations.

     

    8.1.1  Subject
      to the terms of Section 8.1.2, Tenant
      shall maintain in good,
      clean and sanitary order and condition the Premises and every non-structural
      part thereof, including without limiting the generality of the foregoing, the
      maintenance, repair, and replacement, as necessary, of all plumbing,
      refrigeration, electrical, lighting facilities and equipment within the
      Premises, fixtures, interior walls, the inside of exterior walls, ceilings,
      decking, floors, windows, doors, plate glass and skylights located within the
      Premises, and signs (except Landlord’s signs, if any) located on the
      Premises.

     

    8.1.2  Tenant
      will not overload the electrical wiring serving the Premises or within the
      Premises, and will install at its expense, subject to the provisions of this
      Lease, any additional electrical wiring which may be required in connection
      with
      Tenant’s apparatus.

     

    8.1.3  Tenant
      will repair, at its expense, any damage to the Premises, or to the Property,
      arising out of Tenant’s use or occupancy thereof, including damage caused by
      bringing into the Premises any property for Tenant’s use or by the installation
      or removal of such property, unless caused by Landlord, its agents, employees,
      or contractors; and in default of such repairs by Tenant, Landlord may make
      the
      same and Tenant agrees to pay to Landlord, upon Landlord’s demand, as Additional
      Rent, the cost thereof.

     

    8.2  Conditions
      Applicable to Repairs and Other Work.  All repairs,
      replacements and reconstruction (including, without limitation, all Alterations)
      made by or on behalf of Tenant shall be made and performed: (a) at Tenant’s cost
      and expense and at such time and in such manner as Landlord may reasonably
      designate, (b) by contractors or mechanics reasonably approved by Landlord,
      (c)
      at least equal in quality of materials and workmanship to the original work
      or
      installation, (d) in accordance with such reasonable requirements as Landlord
      may impose with respect to insurance to be obtained by Tenant in connection
      with
      the proposed work, and (e) in accordance with all applicable laws and
      regulations of governmental authorities having jurisdiction over the Premises,
      and (f) Tenant shall provide Landlord with as built drawings of such
      Alterations.

     

    8.3  Landlord’s
      Obligations.  Landlord shall be responsible (subject to
      reimbursement through Operating Expenses pursuant to the terms of
Section 5.1) for
      the performance of all repair, maintenance and replacement of all heating,
      ventilating and air conditioning systems and equipment, all structural elements,
      roof and exterior walls of the Building, except to the extent such is part
      of
      any Alterations; provided, if any such work is required as a result of the
      negligence or misconduct of Tenant or the misuse of the Premises or the Property
      by Tenant , Tenant shall reimburse Landlord for all reasonable costs paid or
      incurred by Landlord for such work upon demand as Additional
      Rent.  Landlord shall not be liable for, and there shall be no
      abatement of Rent with respect to, any injury to or interference with Tenant’s
      business arising from any repairs, maintenance, alteration or improvement in
      or
      to any portion of the Property, including, without limitation, the Premises,
      or
      in or to the fixtures, appurtenances and equipment therein.

     

    9.  Liens.  Tenant
      shall keep the Premises and the Property free from any liens arising out of
      any
      work performed or material furnished to or for the Premises by or for
      Tenant.  If Tenant shall not, within thirty (30) days following notice
      of the imposition of any such lien, cause same to be released of record by
      payment or posting of a bond satisfactory to Landlord,  Landlord, in
      addition to all other remedies provided under this Lease and by law, shall
      have
      the right (but not the obligation) to cause the lien to be released by such
      means as Landlord shall deem proper, including, without limitation, payment
      of
      the claim giving rise to such lien.  All such sums reasonably paid by
      Landlord and all expenses incurred by it in connection therewith shall be
      considered Additional Rent and shall be payable by Tenant within ten (10) days
      after receipt of written demand.

     

    10.  Subordination.  Provided
      Tenant is provided with a reasonable and customary subordination, nondisturbance
      and attornment agreement (“SNDA”), this Lease shall be subject
      and subordinate at all times to (a) all ground leases or underlying leases
      that
      may now exist or hereafter be executed affecting the Property or any portion
      thereof, (b) the lien of any mortgage, deed of trust or other security
      instrument that may now exist or hereafter be executed in any amount for which
      the Property or any portion thereof, any ground leases or underlying leases,
      or
      Landlord’s interest or estate therein is specified as security, and (c) all
      modifications, renewals, supplements, consolidations and replacements
      thereof.  If any ground lease or underlying lease terminates for any
      reason or any mortgage, deed of trust or other security instrument is foreclosed
      or a conveyance in lieu of foreclosure is made for any reason, Tenant,
      notwithstanding any subordination, shall attorn to and become the tenant of
      the
      successor in interest to Landlord at the option of such successor in
      interest.    Within ten (10) days following request by
      Landlord, Tenant agrees to execute any documents reasonably required to
      effectuate the foregoing subordination or such other reasonable and customary
      SNDA submitted by Landlord to Tenant or to make this Lease prior to the lien
      of
      any mortgage, deed of trust or underlying lease, as the case may
      be.

     

    11.  Inability
      to Perform.  If, by reason of acts of God, governmental
      restrictions or failure to act, including, but not limited to, the failure
      to
      issue permits, strikes, labor disturbances, shortages of materials or supplies
      or any other cause or event beyond Landlord’s or Tenant’s reasonable control
      (collectively, “Force Majeure Events”), Landlord or Tenant is
      unable to furnish or is delayed in furnishing any utility or service required
      to
      be furnished by either party under the provisions of this Lease, or either
      party
      hereto is unable to perform or make or is delayed in performing or making any
      installations, decorations, repairs, alterations, additions or improvements
      required to be performed or made under this Lease, no such inability or delay
      shall impose any liability upon such non-performing party or provide the other
      party with any right to offset, deduction or abatement of rent by reason of
      inconvenience or annoyance to such other party, or otherwise.  The
      terms of this Section 11 shall not be
      applicable to or excuse any failing on the part of Tenant to satisfy Tenant’s
      obligations to pay Rent or other required payments to Landlord.

     

    12.  Destruction.

     

    12.1  Repair.  Subject
      to the provisions of Sections 12.2,
12.3 and
12.4
      below, if any portion
      of the Building is damaged by fire, earthquake, flood or other casualty,
      Landlord shall proceed immediately to make such repairs in accordance with
      Section 12.4.

     

    12.2  Tenant’s
      Right to Terminate.  If such damage causes all or any
      material portion of the Premises to be untenantable by Tenant and, in the
      reasonable opinion of Landlord and Tenant, such damage cannot be repaired within
      twelve (12) months after the date of the event causing such damage (under a
      normal construction schedule not requiring the payment of overtime or premium)
      or Tenant may terminate this Lease by delivery of written notice to Landlord
      within, as applicable, (i) thirty (30) days after the date on which Landlord’s
      opinion is delivered to Tenant.  Upon termination, Rent shall be
      apportioned as of the date of the damage and, provided Tenant is not in default,
      all prepaid Rent shall be repaid to Tenant.

     

    12.3  Landlord’s
      Right to Terminate.  If (i) the cost to repair damage to
      or destruction of the Property exceeds 50% of replacement cost of the Building
      and other improvements on the Property for a casualty of the type covered by
      the
      insurance required to be carried under Section
13.5, or (ii) if the Premises is damaged by
      a casualty
      not of the type covered by the insurance required to be carried under
Section 13.5 and the amount by which the
      cost to repair such damage exceeds available insurance proceeds, if any, is
      greater than the replacement cost of the Building and other improvements on
      the
      Property, or (iii) such damage cannot be repaired within twelve (12) months
      after the casualty (under a normal construction schedule not requiring the
      payment of overtime or premium), Landlord may terminate this Lease by delivery
      of written notice to Tenant within forty-five (45) days after the date of the
      casualty.  Upon termination, Rent shall be apportioned as of the date
      of the damage and all prepaid Rent shall be repaid to Tenant (less the amount
      necessary to cure any monetary default of Tenant under this Lease existing
      as of
      the date of termination).

     

    12.4  Extent
      of Repair Obligations.  If this Lease is not terminated,
      Landlord’s repair obligation shall extend to the structure of the Building and
      all improvements (except those constructed or installed by Tenant, if any and
      the Tenant Owned Property) in the Premises at the date possession of the
      Premises was delivered to Tenant, and Tenant shall repair all other portions
      of
      the Premises (including, without limitation, Alterations and Tenant Owned
      Property).  All such repairs shall be performed in a good and
      workmanlike manner, with due diligence, and shall restore the items repaired
      to
      substantially the same usefulness and construction as existed immediately before
      the damage.  All work by Tenant shall be performed in accordance with
      the requirements of Section 8.2
      above.  In the event of any termination of this Lease, the proceeds
      from any insurance paid by reason of damage to or destruction of the Property
      or
      any portion thereof, or any other element, component or property insured by
      Landlord (exclusive of proceeds for damage to Tenant Owned Property), shall
      belong to and be paid to Landlord. Proceeds for damage to Tenant Owned Property
      shall belong to and be paid to Tenant.

     

    12.5  Adjustment
      of Rent.  If a casualty renders all or part of the
      Premises untenantable, Rent shall proportionately abate commencing on the date
      of the casualty and ending when the Premises are delivered to Tenant with
      Landlord’s restoration obligation substantially complete.  The extent
      of the abatement shall be based upon the portion of the Premises rendered
      untenantable, inaccessible or unfit for use in a reasonable business manner
      for
      the purposes stated in this Lease.

     

    12.6  Mutual
      Waiver of Subrogation.  Notwithstanding anything to the
      contrary in this Lease, Landlord and Tenant mutually waive their respective
      rights of recovery against each other and each other’s officers, directors,
      constituent partners, agents and employees, and Tenant waives such rights
      against each lessor under any ground or underlying lease and each lender under
      any mortgage or deed of trust or other lien encumbering the Property or any
      portion thereof or interest therein, to the extent any loss is or would be
      covered by fire, extended coverage, and other property insurance policies
      required to be carried under this Lease and the rights of the insurance carriers
      of such policy or policies to be subrogated to the rights of the insured under
      the applicable policy.  Each party shall cause its insurance policy to
      be endorsed to evidence compliance with such waiver.

     

    13.  Insurance.  

     

    13.1  Insurance
      on Tenant’s Property.  Tenant shall procure at its cost
      and expense and keep in effect during the Term insurance coverage for all risks
      of physical loss or damage insuring the full replacement value of Alterations,
      Tenant’s trade fixtures, furnishings, equipment, plate glass, signs and all
      other items of Tenant Owned Property and other personal property of
      Tenant.  Landlord shall not be liable for any damage or damages of any
      nature whatsoever to persons or property caused by explosion, fire, theft or
      breakage, vandalism, falling plaster, by sprinkler, drainage or plumbing
      systems, or air conditioning equipment, by the interruption of any public
      utility or service, by steam, gas, electricity, water, rain or other substances
      leaking, issuing or flowing into any part of the Premises, by natural
      occurrence, acts of the public enemy, riot, strike, insurrection, war, court
      order, requisition or order of governmental body or authority, or by anything
      done or omitted to be done by any tenant, occupant or person in the Building,
      it
      being agreed that Tenant shall be responsible for obtaining appropriate
      insurance to protect its interests.

     

    13.2  Tenant’s
      Liability Insurance.  Tenant shall procure at its cost
      and expense and maintain throughout the Term comprehensive commercial general
      liability insurance applicable to the Premises with a minimum combined single
      limit of liability of Two Million Dollars ($2,000,000), statutory worker’s
      compensation insurance, and employer’s liability insurance with a Five Hundred
      Thousand Dollar ($500,000) minimum limit covering all of Tenant’s
      employees.  Such liability insurance shall include, without
      limitation, products and completed operations liability insurance, fire and
      legal liability insurance, and such other coverage as Landlord may reasonably
      require from time to time.  

     

    13.3  Form
      of Policies.  Tenant’s insurance shall be issued by
      companies authorized to do business in the State of Arizona.  Tenant
      shall have the right to provide insurance coverage pursuant to blanket policies
      obtained by Tenant if the blanket policies expressly afford coverage required
      by
      this Section 13.  All insurance
      policies required to be carried by Tenant under this Lease (except for worker’s
      compensation insurance) shall (i) name Landlord, and any lender of Landlord
      designated by Landlord, as additional insureds, (ii) as to liability coverages,
      be written on an “occurrence” basis, and (iii) contain a provision that no act
      or omission of Tenant shall affect or limit the obligation of the insurer to
      pay
      the amount of any loss sustained.  Tenant shall provide Landlord with
      no less than thirty (30) days prior written notice of any cancellation or change
      in the insurance coverages required hereunder.  Each such policy shall
      contain a provision that such policy and the coverage evidenced thereby shall
      be
      primary and non-contributing with respect to any policies carried by
      Landlord.  Tenant shall deliver reasonably satisfactory evidence of
      such insurance to Landlord on or before the Commencement Date, and thereafter
      at
      least thirty (30) days before the expiration dates of expiring
      policies.  At Landlord’s request, Tenant shall deliver to Landlord
      copies of such policies.  Notwithstanding the foregoing, if any such
      insurance expires without having been renewed by Tenant, Landlord shall have
      the
      option in addition to Landlord’s other remedies to procure such insurance for
      the account of Tenant immediately and without notice to Tenant, and the cost
      thereof shall be paid to Landlord as Additional Rent.  The limits of
      the insurance required under this Lease shall not limit the liability of
      Tenant.

     

    13.4  Compliance
      with Insurance Requirements.  Tenant shall not do
      anything, or suffer or permit anything to be done, in or about the Premises
      that
      shall invalidate or be in conflict with the provisions of any fire or other
      insurance policies covering the Building.  Tenant, at Tenant’s
      expense, shall comply with, and shall cause all occupants of the Premises to
      comply with, all applicable customary rules, orders, regulations or requirements
      of any board of fire underwriters or other similar body.

     

    13.5  Landlord’s
      Insurance.  Landlord will purchase and maintain a
      standard policy of “all risk” insurance with customary exclusions covering the
      Building in the full replacement cost of the Building and rent loss
      insurance.  Landlord will purchase and maintain broad form commercial
      general liability insurance with a minimum combined single limit of liability
      of
      at least Two Million Dollars ($2,000,000), written by companies authorized
      to do
      business in the State of Arizona.  All costs of insurance carried by
      Landlord and referred to in this Section or otherwise will constitute Operating
      Expenses.

     

    14.  Eminent
      Domain.

     

    14.1  Effect
      of Taking.  If all of the Premises is condemned or taken
      in any permanent manner before or during the Term for any public or quasi-public
      use, or any permanent transfer of the Premises is made in avoidance of an
      exercise of the power of eminent domain (each of which events shall be referred
      to as a “taking”), this Lease shall automatically terminate as of the date of
      the vesting of title as a result of such taking.  If a part of the
      Premises is so taken, this Lease shall automatically terminate as to the portion
      of the Premises so taken as of the date of the vesting of title as a result
      of
      such taking.  If such portion of the Property is taken as to render
      the balance of the Premises unusable by Tenant for the Permitted Use, as
      reasonably determined by Tenant and Landlord, this Lease may be terminated
      by
      Landlord or Tenant, as of the date of the vesting of title as a result of such
      taking, by written notice to the other party given within sixty (60) days
      following notice to Landlord of the date on which said vesting will
      occur.  If this Lease is not terminated as a result of any taking,
      Landlord shall restore the Building to an architecturally whole unit; provided,
      however, that Landlord shall not be obligated to expend on such restoration
      more
      than the amount of condemnation proceeds actually received by
      Landlord.

     

    14.2  Award.  Landlord
      shall be entitled to the entire award for any taking, including, without
      limitation, any award made for the value of the leasehold estate created by
      this
      Lease.  No award for any partial or entire taking shall be
      apportioned.

     

    14.3  Adjustment
      of Rent.  In the event of a partial taking that does not
      result in a termination of this Lease as to the entire Premises, Base Rent
      and
      Additional Rent shall be equitably adjusted in relation to the portions of
      the
      Premises and Building taken or rendered unusable by such taking.

     

    14.4  Temporary
      Taking.  If all or any portion of the Premises is taken
      for a limited period of time before or during the Term, this Lease shall remain
      in full force and effect; provided, however, that Rent shall abate during such
      limited period in proportion to the portion of the Premises taken by such
      taking.  Landlord shall be entitled to receive the entire award made
      in connection with any such temporary taking; provided, however, that nothing
      contained herein shall be deemed to give Landlord any interest in or to require
      Tenant to assign to Landlord any separate award made to Tenant for its
      relocation expenses, the taking of personal property and fixtures belonging
      to
      Tenant, the unamortized value of improvements made or paid for by Tenant or
      the
      interruption of or damage to Tenant’s business.  Any temporary taking
      of all or a portion of the Premises which continues for six (6) months shall
      be
      deemed a permanent taking of the Premises or such portion.

     

    15.  Assignment;
      Subleasing.

     

    15.1  Consent
      Required.  Neither Tenant nor any sublessee or assignee
      of Tenant, directly or indirectly, voluntarily or by operation of law, shall
      sell, assign, encumber, pledge or otherwise transfer or hypothecate all or
      any
      part of the Premises or Tenant’s leasehold estate hereunder (each such act is
      referred to as an “Assignment”), or sublet the Premises or any
      portion thereof or permit the Premises to be occupied by anyone other than
      Tenant (each such act is referred to as a “Sublease”), without
      Landlord’s prior written consent in each instance.  In the case of any
      proposed Sublease or Assignment, Landlord’s consent shall not be unreasonably
      withheld or delayed.  Any Assignment or Sublease that is not in
      compliance with this Section 15 shall be void
      and, at the option of Landlord, shall constitute a material default by Tenant
      under this Lease.  The acceptance of Rent by Landlord from a proposed
      assignee, sublessee or occupant of the Premises shall not constitute consent
      to
      such assignment of sublease by Landlord.  Fifty percent (50%) of the
      Excess Assignment Consideration which is attributable to this Lease in
      connection with any Assignment, and fifty percent (50%) of the Excess Sublease
      Rent, shall be payable to Landlord as Additional Rent.  The right to
      such amounts is expressly reserved from the grant of Tenant’s leasehold estate
      for the benefit of Landlord.

     

    15.2  Notice.  Any
      request by Tenant for Landlord’s consent to a specific Assignment or Sublease
      shall include (a) the name of the proposed assignee, sublessee or occupant,
      (b)
      the nature of the proposed assignee’s sublessee’s or occupant’s business to be
      carried on in the Premises, (c) a copy of the proposed Assignment or Sublease,
      and (d) such financial information (in the event of an Assignment) and such
      other information as Landlord may reasonably request concerning the proposed
      assignee, sublessee or occupant or its business.  Landlord shall
      respond in writing, stating the reasons for any disapproval, within fifteen
      (15)
      business days after receipt of all information reasonably necessary to evaluate
      the proposed Assignment or Sublease.

     

    15.3  No
      Release.  No consent by Landlord to any Assignment or
      Sublease by Tenant, and no specification in this Lease of a right of Tenant’s to
      make any Assignment or Sublease, shall relieve Tenant of any obligation to
      be
      performed by Tenant under this Lease, whether arising before or after (a) the
      Assignment or Sublease or (b) any extension of the Term (pursuant to exercise
      of
      an option granted in this Lease).  The consent by Landlord to any
      Assignment or Sublease shall not relieve Tenant or any successor of Tenant
      from
      the obligation to obtain Landlord’s express written consent to any other
      Assignment or Sublease.

     

    15.4  Corporate
      or Partnership Transfers.  Any sale or other transfer,
      including without limitation by consolidation, merger or reorganization, of
      a
      majority of the voting stock of Tenant or any beneficial interest therein,
      if
      Tenant is a corporation, or any sale or other transfer of a majority of the
      general partnership or membership interests in Tenant or any beneficial interest
      therein, if Tenant is a partnership or limited liability company, shall be
      an
      Assignment for purposes of this Lease.  The provisions of this
Section 15.4 shall not apply at any time the
      stock of Tenant is traded on a national exchange.  

     

    15.5  Assumption
      of Obligations.  Each assignee or other transferee of
      Tenant’s interest under this Lease, other than Landlord, shall assume all
      obligations of Tenant under this Lease and shall be and remain liable jointly
      and severally with Tenant for the payment of Base Rent and Additional Rent,
      and
      for the performance of all the terms, covenants, conditions and agreements
      contained in this Lease which are to be performed by Tenant.  Each
      sublessee of all or any portion of the Premises shall agree in writing for
      the
      benefit of Landlord (a) to comply with and agree to the provisions of this
      Lease, and (b) that such sublease (and all further subleases of any portion
      of
      the Premises) shall terminate upon any termination of this Lease, regardless
      of
      whether or not such termination is voluntary.  No Assignment or
      Sublease shall be valid or effective unless the assignee or sublessee or Tenant
      shall deliver to Landlord a fully-executed counterpart of the Assignment or
      Sublease and an instrument that contains a covenant of assumption by the
      assignee or agreement of the sublessee, reasonably satisfactory in substance
      and
      form to Landlord, consistent with the requirements of this Section
15.5.  The failure or refusal of the
      assignee to execute such instrument of assumption or of the sublessee to execute
      the agreement described above shall not release or discharge the assignee or
      sublessee from its obligations that would have been contained in such instrument
      or agreement, all of which obligations shall run automatically to such assignee
      or sublessee.

     

    16.  Utilities
      and Services.

     

    16.1  Utilities.  Tenant
      shall timely pay directly to the applicable providers, the cost of all electric,
      gas, water and sewer utilities that are separately metered to the
      Premises.

     

    16.2  Certain
      Services.  Tenant shall contract separately for the
      provision, at Tenant’s sole cost, of janitorial service and trash removal for
      the Premises and Landlord will have no obligation to provide any such services
      to the Premises.

     

    16.3  Involuntary
      Cessation of Services.  Landlord reserves the right,
      without any liability to Tenant and without affecting Tenant’s covenants and
      obligations hereunder, to stop service of any or all of the HVAC, electric,
      sanitary, and other systems serving the Premises, or to stop any other services
      required by Landlord under this Lease, whenever and for so long as may be
      necessary by reason of (i) accidents, emergencies, strikes, or the making of
      repairs or changes which Landlord, in good faith, deems necessary or (ii) any
      other cause beyond Landlord’s reasonable control.  No such
      interruption of service shall be deemed an eviction or disturbance of Tenant’s
      use and possession of the Premises or any part thereof, or render Landlord
      liable to Tenant for damages, or relieve Tenant from performance of Tenant’s
      obligations under this Lease, including, but not limited to, the obligation
      to
      pay Rent; provided, however, that if any interruption of services persists
      for a
      period in excess of three (3) consecutive business days Tenant shall, as
      Tenant’s sole remedy, be entitled to a proportionate abatement of Rent to the
      extent, if any, of any actual loss of use of the Premises by
      Tenant.

     

    17.  Default.

     

    17.1  Events
      of Default by Tenant.  Except as otherwise provided in
      this Lease, the failure to perform or honor any covenant, condition or other
      obligation of Tenant or the failure of any representation made by Tenant under
      this Lease shall constitute a default by Tenant upon expiration of the
      applicable grace period, if any.  Tenant shall have a period of five
      (5) days from the date it receives written notice from Landlord that any payment
      of Rent is due within which to cure any default in the payment of
      Rent.  Except as otherwise provided in Section
18, Tenant shall have a period of thirty
      (30) days
      from the date of written notice from Landlord within which to cure any other
      default under this Lease; provided, however, that with respect to any default
      (other than a default which can be cured by the payment of money) that cannot
      reasonably be cured within thirty (30) days, the default shall not be deemed
      to
      be uncured if Tenant commences to cure within thirty (30) days from Landlord’s
      notice, continues to prosecute diligently the curing of such default and
      actually cures such default within ninety (90) days after Landlord’s
      notice.  Notwithstanding anything contained in this Section
17.1, Landlord shall not be obligated to provide
      Tenant with notice of substantially similar defaults more than two (2) times
      in
      any twelve (12) month period.

     

    17.2  Remedies.  Upon
      the occurrence of a default by Tenant that is not cured by Tenant within the
      applicable grace periods specified in Section
17.1, Landlord shall have all of the following
      rights
      and remedies in addition to all other rights and remedies available to Landlord
      at law or in equity:

     

    17.2.1  The
      right
      to terminate Tenant’s right to possession of the Premises and to recover (i) all
      Rent which shall have accrued and remain unpaid through the date of termination;
      plus (ii) the amount by which the unpaid Rent for the balance of the Term,
      discounted to present value at the Prime Rate then in effect, shall exceed
      the
      then fair rental value of the Premises for the balance of the Term, similarly
      discounted; plus (iii) any other amount necessary to compensate Landlord for
      all
      the damages caused by Tenant’s failure to perform its obligations under this
      Lease (including, without limitation, reasonable attorneys’ and accountants’
fees, costs of alterations of the Premises, interest costs and brokers’ fees
      incurred upon any reletting of the Premises).

     

    17.2.2  The
      right
      to continue the Lease in effect after Tenant’s breach and recover Rent as it
      becomes due.  Acts of maintenance or preservation, efforts to relet
      the Premises or the appointment of a receiver upon Landlord’s initiative to
      protect its interest under this Lease shall not of themselves constitute a
      termination of Tenant’s right to possession.

     

    17.2.3  The
      right
      and power to enter the Premises and remove therefrom all  property, to
      store such property in a public warehouse or elsewhere at the cost of and for
      the account of Tenant, and to sell such property and apply the proceeds
      therefrom pursuant to applicable law.  In such event, Landlord may
      from time to time sublet the Premises or any part thereof for such term or
      terms
      (which may extend beyond the Term) and at such rent and such other terms as
      Landlord in its sole discretion may deem advisable, with the right to make
      alterations and repairs (in character substantially similar to those commonly
      made in warehouse facilities similar to the Property in the Phoenix metropolitan
      area) to the Premises.  Upon each such subletting, rents received from
      such subletting shall be applied by Landlord, first, to payment of any costs
      of
      such subletting (including, without limitation, reasonable attorneys’ and
      accountants’ fees, costs of alterations of the Premises, interest costs, and
      brokers’ fees) and of any such alterations and repairs; second, to payment of
      Base Rent and Additional Rent due and unpaid hereunder; and the residue, if
      any,
      shall be held by Landlord and applied in payment of future Base Rent and
      Additional Rent as they become due.  If any rental or other charges
      due under such sublease shall not be promptly paid to Landlord by the
      sublessees, or if such rentals received from such subletting during any month
      are less than Base Rent and Additional Rent to be paid during that month by
      Tenant, Tenant shall pay any such deficiency to Landlord the costs of such
      subletting (including, without limitation, attorneys’ and accountants’ fees,
      costs of alterations of the Premises, interest costs and brokers’ fees), and any
      other amounts due Landlord under this Section
17.2.  Such deficiency shall be calculated
      and paid monthly.  No taking possession of the Premises by Landlord
      shall be construed as an election on its part to terminate this Lease unless
      a
      written notice of such intention is given to Tenant.  Landlord’s
      subletting the Premises without termination shall not constitute a waiver of
      Landlord’s right to elect to terminate this Lease for such previous
      breach.

     

    17.2.4  Landlord
      shall use reasonable efforts to mitigate damages resulting from a default by
      Tenant, as required by applicable law.

     

    17.3  Remedies
      Cumulative.  The exercise of any remedy provided by law
      or the provisions of this Lease shall not exclude any other remedies unless
      they
      are expressly excluded by this Lease.  Tenant hereby waives any right
      of redemption or relief from forfeiture following termination of, or exercise
      of
      any remedy by Landlord with respect to, this Lease.

     

    17.4  Events
      of Default by Landlord and Tenant’s Remedies.  The
      failure by Landlord to observe or perform any of the covenants, conditions,
      or
      provisions of this Lease to be observed or performed by Landlord, where such
      failure shall continue for a period of thirty (30) days after written notice
      thereof by Tenant to Landlord, shall be deemed to be a default by Landlord
      under
      this Lease; provided, however, that if the nature of Landlord’s default is such
      that more than thirty (30) days are reasonably required for its cure, then
      Landlord shall not be deemed to be in default if Landlord commences such cure
      within said thirty (30) day period and thereafter diligently prosecutes such
      cure to completion, provided that the default shall actually be cured within
      ninety (90) days after notice.  In the event of a default by Landlord
      beyond applicable cure periods, Tenant shall have the right, at its election,
      to: (a) sue for damages sustained by reason of the default; or (b) perform
      the
      obligations described in the notice in which case Landlord shall reimburse
      Tenant for the reasonable cost of the performance of such obligations within
      ten
      (10) business days after Tenant’s submission of an invoice
      therefore.  If Tenant elects to proceed under clause (b) above, then
      the Landlord’s default shall be deemed to have been cured when Tenant’s expense
      has been reimbursed in full.  In the event Tenant commences a suit for
      damages sustained by reason of a Landlord Default and prevails in such suit
      and
      obtains a final, non-appealable judgment with respect to such suit, Tenant
      may
      then set-off the amount of such judgment against the amounts due to Landlord
      under this Lease.  Tenant shall have no other right to
      set-off.

     

    17.5  Limitation
      of Landlord’s Liability.  None of Landlord’s covenants,
      undertakings or agreements under this Lease is made or intended as personal
      covenants, undertakings or agreements by Landlord, or by any of Landlord’s
      shareholders, directors, officers, trustees or constituent
      partners.  All liability for damage or breach or nonperformance by
      Landlord shall be collectible only out of Landlord’s interest from time to time
      in the Property, and no personal liability is assumed by nor at any time may
      be
      asserted against Landlord or any of Landlord’s shareholders, directors,
      officers, trustees or constituent partners.

     

    17.6  Transfer
      of Landlord’s Interest.  Upon the sale or other
      conveyance or transfer of Landlord’s interest in the Property, the transferor
      shall be relieved of all covenants and obligations of Landlord arising under
      this Lease from and after the closing of such sale, conveyance or transfer,
      provided the transferee assumes the obligations of Landlord under this Lease
      from and after the date of transfer.

     

    18.  Insolvency
      or Bankruptcy.  The occurrence of any of the following
      shall, at Landlord’s option, constitute a breach of this Lease by Tenant: (i)
      the appointment of a receiver to take possession of all or substantially all
      of
      the assets of Tenant or the Premises, (ii) an assignment by Tenant for the
      benefit of creditors, (iii) any action taken or suffered by Tenant under any
      insolvency, bankruptcy, reorganization, moratorium or other debtor relief act
      or
      statute, whether now existing or hereafter amended or enacted, (iv) the filing
      of any voluntary petition in bankruptcy by Tenant, or the filing of any
      involuntary petition by Tenant’s creditors, which involuntary petition remains
      undischarged for a period of ninety (90) days, (v) the attachment, execution
      or
      other judicial seizure of all or substantially all of Tenant’s assets or the
      Premises, if such attachment or other seizure remains undismissed or
      undischarged for a period of thirty (30) days after the levy thereof, (vi)
      the
      admission of Tenant in writing of its inability to pay its debts as they become
      due, (vii) the filing by Tenant of any answer admitting or failing timely to
      contest a material allegation of a petition filed against Tenant in any
      proceeding seeking reorganization, arrangement, composition, readjustment,
      liquidation or dissolution of Tenant or similar relief, or (viii) if within
      sixty (60) days after the commencement of any proceeding against Tenant seeking
      any reorganization, arrangement, composition, readjustment, liquidation,
      dissolution or similar relief under any present or future statute, law or
      regulation, such proceeding shall not have been dismissed.  Upon the
      occurrence of any such event or at any time thereafter, Landlord may elect
      to
      exercise any of its remedies under Section
16.3 above or any other remedy available at
      law or in
      equity.  In no event shall this Lease be assigned or assignable by
      operation of law or by voluntary or involuntary bankruptcy proceedings or
      otherwise, and in no event shall this Lease or any rights or privileges under
      this Lease be an asset of Tenant under any bankruptcy, insolvency or
      reorganization proceedings.  If, upon the occurrence of any of the
      events enumerated above, under applicable law Tenant or the trustee in
      bankruptcy has the right to affirm this Lease and continue to perform the
      obligations of Tenant under this Lease, Tenant or such trustee, in such time
      period as may be permitted by the bankruptcy court having jurisdiction, shall
      cure all defaults of Tenant outstanding under this Lease as of the date of
      the
      affirmance of this Lease and provide to Landlord such adequate assurances as
      may
      be necessary to ensure Landlord of the continued performance of Tenant’s
      obligations under this Lease.  Notwithstanding the provisions of
Section 17.1, there shall be no cure periods
      for any breach or default under this Section
18 except as expressly provided in this
Section 18.

     

    19.  Fees
      and Expenses; Indemnity; Payment.

     

    19.1  Landlord’s
      Right to Remedy Defaults.  If Tenant shall default in the
      performance of any of its obligations under this Lease after notice and
      expiration of the applicable cure period, Landlord, at any time thereafter
      and
      without additional notice, may remedy such default for Tenant’s account and at
      Tenant’s expense, without waiving any other rights or remedies of Landlord with
      respect to such default.  Notwithstanding the foregoing, Landlord
      shall have the right to cure any failure by Tenant to perform any of its
      obligations under this Lease without notice to Tenant if such failure results
      in
      an immediate threat to life or safety of any person, or impairs the Building
      or
      its efficient operation.  Notwithstanding anything contained in this
      Lease, Landlord shall not be liable for, and there shall be no abatement of
      Rent
      with respect to, any injury to or interference with Tenant’s business arising
      from the exercise by Landlord of its rights under this Section
19.1.

     

    19.2  Indemnity.  Tenant
      shall indemnify, defend and hold Landlord harmless from and against any and
      all
      claims, losses, costs, liabilities, damages and expenses including, without
      limitation, penalties, fines and reasonable attorneys’ fees, to the extent
      incurred in connection with or arising from (a) any default by Tenant in the
      performance of its obligations under this Lease, or the failure of any
      representation made by Tenant in this Lease, and (b) the use or occupancy or
      manner of use or occupancy of the Premises or any injury or damage caused by
      Tenant, Tenant Parties or any person occupying the Premises through
      Tenant.  Landlord shall indemnify, defend and hold Tenant harmless
      from and against any and all claims, losses, costs, liabilities, damages and
      expenses including, without limitation, penalties, fines and reasonable
      attorneys’ fees, to the extent incurred in connection with or arising from (a)
      any default by Landlord in the performance of its obligations under this Lease,
      or the failure of any representation made by Landlord in this Lease, and (b)
      any
      injury or damage caused by any negligent or willful acts of any or all of
      Landlord and any parties within the control of Landlord.  Nothing
      contained in this Section 19.2 shall be deemed
      to exculpate Landlord from, or indemnify Landlord for, Landlord’s negligent or
      willful acts or omissions.  The terms of this Section
19.2 shall survive the expiration or sooner
      termination of this Lease.

     

    19.3  Interest
      on Past Due Obligations.  Unless otherwise specifically
      provided herein, any amount due from Tenant to Landlord under this Lease which
      is not paid within ten (10) days after written notice from Landlord shall bear
      interest from the due date until paid at the Lease Interest Rate.

     

    20.  Access
      to Premises.  Landlord reserves for itself and its
      agents, employees and independent contractors the right to enter the Premises
      upon at least twenty-four (24) hours notice to inspect the Premises, to supply
      any service to be provided by Landlord to Tenant, to prospective purchasers,
      mortgagees, beneficiaries or (no earlier than twelve (12) months prior to the
      expiration of this Lease) tenants, to post notices of nonresponsibility, to
      determine whether Tenant is complying with its obligations under this Lease,
      and
      to alter, improve or repair the Premises, the Common Areas or any other portion
      of the Building.  Landlord’s right to enter the Premises shall include
      the right to grant reasonable access to the Premises to governmental or utility
      employees.  Landlord may erect, use and maintain scaffolding, pipes,
      conduits and other necessary structures in and through the Premises, the Common
      Areas or any other portion of the Building where reasonably required by the
      character of the work to be performed in making repairs or improvements,
      provided that the entrance to the Premises shall not be blocked thereby, and
      that there is no unreasonable interference with the business of
      Tenant.  In the event of an emergency, Landlord shall have the right
      to enter the Premises at any time without notice.  Except to the
      extent caused by Landlord’s negligence or willful misconduct, Tenant waives any
      claim for damages for any injury or inconvenience to or interference with
      Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, any
      right to abatement of Rent, or any other loss occasioned by Landlord’s exercise
      of any of its rights under this Section
20.  Any entry to the Premises or portions
      thereof obtained by Landlord in accordance with this Section
20 shall not be construed or deemed to be
      a forcible
      or unlawful entry into, or a detainer of, the Premises, or an eviction, actual
      or constructive, of Tenant from the Premises or any portion
      thereof.  Landlord shall perform any work pursuant to this
Section 20 in a manner designed to cause as
      little interference with Tenant’s use of the Premises as is reasonably
      practical; provided, however, that Landlord shall not be obligated to perform
      work during other than normal business hours.  To the extent
      reasonably practicable, any entry shall occur during normal business
      hours.

     

    21.  Notices.  Except
      as otherwise expressly provided in this Lease, any payment required to be made
      and any bills, statements, notices, demands, requests or other communications
      given or required to be given under this Lease shall be effective only if
      rendered or given in writing, sent by personal delivery or registered or
      certified mail, return receipt requested, or by overnight courier service,
      addressed (a) to Tenant at Tenant’s Address, (b) to Landlord at Landlord’s
      Address, or (c) to such other address as either Landlord or Tenant may designate
      as its new address for such purpose by notice given to the other in accordance
      with the provisions of this
Section 21.  Any such bill,
      statement, notice, demand, request or other communication shall be deemed to
      have been rendered or given on the date of receipt or refusal to accept
      delivery.

     

    22.  No
      Waiver.  Neither this Lease nor any term or provision of
      this Lease may be waived, and no breach thereof shall be waived, except by
      a
      written instrument signed by the party against which the enforcement of the
      waiver is sought.  No failure by Landlord to insist upon the strict
      performance of any obligation of Tenant under this Lease or to exercise any
      right, power or remedy consequent upon a breach thereof, no acceptance of full
      or partial Base Rent or Additional Rent during the continuance of any such
      breach, no course of conduct between Landlord and Tenant, and no acceptance
      of
      the keys or to possession of the Premises before the termination of the Term
      by
      Landlord or any employee of Landlord shall constitute a waiver of any such
      breach or a waiver or modification of any term, covenant or condition of this
      Lease or operate as a surrender of this Lease.  No waiver of any
      breach shall affect or alter this Lease, but each and every term, covenant
      and
      condition of this Lease shall continue in full force and effect with respect
      to
      any other then-existing or subsequent breach thereof.  No payment by
      Tenant or receipt by Landlord of a lesser amount than the aggregate of all
      Base
      Rent and Additional Rent then due under this Lease shall be deemed to be other
      than on account of the first items of such Base Rent and Additional Rent then
      accruing or becoming due, unless Landlord elects otherwise.  No
      endorsement or statement on any check and no letter accompanying any check
      or
      other payment of Base Rent or Additional Rent in any such lesser amount and
      no
      acceptance by Landlord of any such check or other payment shall constitute
      an
      accord and satisfaction.  Landlord may accept such check or payment
      without prejudice to Landlord’s right to recover the balance of such Base Rent
      or Additional Rent or to pursue any other legal remedy.

     

    23.  Estoppel
      Certificates.  Either party, at any time and from time to
      time, within ten (10) days after written request from the other, shall execute,
      acknowledge and deliver to the other party, addressed (at Landlord’s request) to
      the other party and any prospective purchaser, ground or underlying lessor
      or
      mortgagee or beneficiary of any part of the Property, an estoppel certificate
      in
      form and substance reasonably designated by the other party.  Tenant
      shall cause Guarantor to join in any such estoppel certificate for the purpose
      of certifying that Guarantor’s guaranty remains in full force and
      effect.  It is intended that any such certificate may be relied upon
      by the party receiving the same and any prospective purchaser, investor, ground
      or underlying lessor or mortgagee or beneficiary of all or any part of the
      Property.

     

    24.  Rules
      and Regulations.  Tenant shall faithfully observe and
      comply with and cause all of its employees and invitees to observe and comply
      with all reasonable rules and regulations which may from time to time be put
      into effect by Landlord.  In the event of any conflict between any
      such rule or regulation and this Lease, this Lease shall govern.

     

    25.  Tenant’s
      Taxes.  In addition to all other sums to be paid by
      Tenant under this Lease, Tenant shall pay, before delinquency, all Lease Taxes
      and any and all other taxes levied or assessed during the Term, whether or
      not
      now customary or within the contemplation of the parties, (a) upon, measured
      by
      or reasonably attributable to Tenant’s improvements, equipment, furniture,
      fixtures and other personal property located in the Premises, (b) upon or
      measured by Base Rent or Additional Rent, or both, payable under this Lease,
      including without limitation, any gross income tax or excise tax levied by
      any
      governmental body having jurisdiction with respect to the receipt of such
      rental; (c) upon or with respect to the possession, leasing, operation,
      management, maintenance, alteration, repair, use or occupancy by Tenant of
      the
      Premises or any portion thereof; or (d) upon this transaction or any document
      to
      which Tenant is a party creating or transferring an interest or an estate in
      the
      Premises.  Tenant shall reimburse Landlord upon demand for any and all
      such taxes paid or payable by Landlord (other than state and federal personal
      or
      corporate income taxes measured by the net income of Landlord from all
      sources).  Notwithstanding anything to the contrary in this
Section 25, Tenant shall have the right to
      contest any taxes payable by Tenant under this Section provided that Tenant,
      at
      its sole cost and expense, diligently undertakes and pursues any such contest
      in
      appropriate proceedings, indemnifies Landlord against and holds Landlord
      harmless from all loss or damages that Landlord shall suffer by reason of such
      contest, and does not permit any lien to be placed on the Building or any part
      thereof or interest therein.

     

    26.  Renewal
      Option.  Provided that no default exists
      under this Lease beyond applicable notice and cure periods at the time the
      option to renew which is described below (the “Renewal Option”)
      is exercised, or at the commencement of the Renewal Period, Tenant shall have
      the right to extend the Term for one (1) five-year renewal period (the
“Renewal Period”) commencing on the Expiration Date, upon the
      same terms and conditions as are contained in this Lease, except as hereinafter
      provided:

     

    26.1  The
      Base
      Rent for the Renewal Period shall be as set forth below:

     

    
      	
              Period
                (months)

            	
              Annual

              Base
                Rent

            	
              Monthly
                Installment of

              Annual
                Base Rent

            
	
              91-102

            	
              $632,371.62

            	
              $52,697.64

            
	
              103-114

            	
              $651,342.77

            	
              $54,278.57

            
	
              115-126

            	
              $670,883.05

            	
              $55,906.92

            
	
              127-138

            	
              $691,009.54

            	
              $57,584.13

            
	
              139-150

            	
              $711,739.83

            	
              $59,311.65

            


    

    


    26.2  Landlord
      shall have no obligation to make improvements, decorations, repairs,
      alterations, or additions to the Premises as a condition to Tenant’s obligation
      to pay Rent for the Renewal Period, and the Base Rent for the Renewal Period
      shall not be reduced either (aa) by reason of such fact, (bb) to take into
      account any rental concession whatsoever (including, but not limited to rent
      abatements, allowances for moving expenses, lease assumptions, or other
      concessions), or (cc) to take into account the absence of any cost or expense
      which Landlord would have incurred had the Premises been leased to a person
      or
      entity other than Tenant.

     

    26.3  Tenant
      shall have no further or additional rights to extend the Term of this
      Lease.

     

    26.4  The
      Renewal Option shall be exercised, if at all, by written notice to Landlord
      given not earlier than one hundred eighty (180) days nor later than one hundred
      twenty (120) days prior to the Expiration Date.  In the event Tenant
      fails strictly to comply with the procedure for exercise of the Renewal Option,
      Tenant shall have no further right to extend the Term.

     

    26.5  The
      renewal option granted pursuant to this Section 26 is personal
      to Tenant.  If Tenant subleases any portion of the Premises or assigns
      or otherwise transfers any interest under the Lease to any other person or
      entity pursuant to, and in accordance with, Section 15 hereof,
      this Renewal Option shall lapse.

     

    27.  Miscellaneous.

     

    27.1  Annual
      Financial Statement.  Within ten (10) days following the
      request of Landlord, at any time during the Term that Tenant is not a “publicly
      traded company” (i.e., ownership interests are listed on a public securities
      exchange), then Tenant shall furnish to Landlord a financial statement, in
      form
      and substance satisfactory to Landlord, showing the complete results of such
      entity’s operations for its immediately preceding fiscal year, certified as true
      and correct by a certified public accountant and prepared after audit in
      accordance with generally accepted accounting principles applied on a consistent
      basis from year to year.  The obligation contained in this section
      shall not apply at any time during the Term that Tenant is a “publicly traded
      company.”

     

    27.2  References.  All
      personal pronouns used in this Lease, whether used in the masculine, feminine
      or
      neuter gender, shall include all other genders; the singular shall include
      the
      plural, and vice versa.  The use herein of the word “including” or
“include” when following any general statement, term or matter shall not be
      construed to limit such statement, term or matter to the specific items or
      matters set forth immediately following such word or to similar items or
      matters, whether or not non-limiting language (such as “without limitation”, or
“but not limited to,” or words of similar import) is used with reference
      thereto.  All references to “mortgage” and “mortgagee” shall include
      deeds of trust and beneficiaries under deeds of trust,
      respectively.  All Exhibits referenced and attached to this Lease are
      incorporated in this Lease by this reference.  The captions preceding
      the Sections and Sections of this Lease have been inserted solely as a matter
      of
      convenience, and such captions in no way define or limit the scope or intent
      of
      any provision of this Lease.

     

    27.3  Successors
      and Assigns.  The terms, covenants and conditions
      contained in this Lease shall bind and inure to the benefit of Landlord and
      Tenant and, except as otherwise provided herein, their respective personal
      representatives and successors and assigns; provided, however, that upon the
      sale, assignment or transfer by Landlord (or by any subsequent Landlord) of
      its
      interest in the Building as owner or lessee, including, without limitation,
      any
      transfer upon or in lieu of foreclosure or by operation of law, Landlord (or
      subsequent Landlord) shall be relieved from all subsequent obligations or
      liabilities under this Lease, and all obligations subsequent to such sale,
      assignment or transfer (but not any obligations or liabilities that have accrued
      prior to the date of such sale, assignment or transfer) shall be binding upon
      the grantee, assignee or other transferee of such interest.  Any such
      grantee, assignee or transferee, by accepting such interest, shall be deemed
      to
      have assumed such subsequent obligations and liabilities.

     

    27.4  Severability.  If
      any provision of this Lease or the application thereof to any person or
      circumstance shall, to any extent, be invalid or unenforceable, the remainder
      of
      this Lease, or the application of such provision to persons or circumstances
      other than those as to which it is invalid or unenforceable, shall not be
      affected thereby, and each provision of this Lease shall remain in effect and
      shall be enforceable to the full extent permitted by law.

     

    27.5  Construction.  This
      Lease shall be governed by and construed in accordance with the laws of the
      State in which the Building is located, without regard for such State’s choice
      of law requirements.

     

    27.6  Integration.  The
      terms of this Lease (including, without limitation, the Exhibits to this Lease)
      are intended by the parties as a final expression of their agreement with
      respect to such terms as are included in this Lease and may not be contradicted
      by evidence of any prior or contemporaneous agreement, arrangement,
      understanding or negotiation (whether oral or written).  The parties
      further intend that this Lease constitutes the complete and exclusive statement
      of its terms, and no extrinsic evidence whatsoever may be introduced in any
      judicial proceeding involving this Lease.  Neither Landlord nor
      Landlord’s agents have made any representations or warranties with respect to
      the Premises, the Building, the Property or this Lease except as expressly
      set
      forth herein.  The language in all parts of this Lease shall in all
      cases be construed as a whole and in accordance with its fair meaning and not
      construed for or against any party by reason of such party having drafted such
      language.

     

    27.7  Surrender.  Upon
      the expiration or sooner termination of the Term, Tenant will quietly and
      peacefully surrender to Landlord the Premises in the condition in which they
      are
      required to be kept as provided in this Lease, ordinary wear and tear
      excepted.

     

    27.8  Quiet
      Enjoyment.  Upon Tenant paying the Base Rent and
      Additional Rent and performing all of Tenant’s obligations under this Lease,
      Landlord warrants that Tenant shall peacefully and quietly enjoy the Premises
      during the Term as against all persons or entities claiming by or through
      Landlord; subject, however, to the provisions of this Lease and to any mortgages
      or deeds of trust or ground or underlying leases referred to in Section
10.

     

    27.9  Holding
      Over.  If Tenant shall hold over after the expiration of
      the Term, Tenant shall pay monthly Base Rent equal to one hundred fifty percent
      (150%) of the Base Rent payable during the final full month of the applicable
      Lease Year (exclusive of abatements, if any), in which such termination occurs
      together with an amount reasonably estimated by Landlord for the monthly
      Additional Rent payable under this Lease, and shall otherwise be on the terms
      and conditions herein specified so far as applicable (but expressly excluding
      all renewal or extension rights).  No holding over by Tenant after the
      Term shall operate to extend the Term.  Any holding over with
      Landlord’s written consent shall be construed as a tenancy at sufferance or from
      month to month, at Landlord’s option.  Any holding over without
      Landlord’s written consent shall entitle Landlord to reenter the Premises as
      provided in Section 16.3, and to enforce all
      other rights and remedies provided by law or this Lease.

     

    27.10  Time
      of Essence.  Time is of the essence of each and every
      provision of this Lease.

     

    27.11  Broker’s
      Commissions.  Each party represents and warrants to the
      other that it has not entered into any agreement or incurred or created any
      obligation which might require the other party to pay any broker’s commission,
      finder’s fee or other commission or fee relating to the leasing of the Premises,
      other than the Broker referenced herein.  Each party shall indemnify,
      defend and hold harmless the other and the other’s constituent partners and
      their respective officers, directors, shareholders, agents and employees from
      and against all claims for any such commissions or fees made by anyone claiming
      by or through the indemnifying party.

     

    27.12  No
      Merger.  The voluntary or other surrender or termination
      of this Lease by Tenant, or a mutual cancellation hereof shall not work a
      merger, but, at Landlord’s sole option, shall either terminate all existing
      subleases or subtenancies or shall operate as an assignment to Landlord of
      all
      such subleases or subtenancies.

     

    27.13  Survival.  All
      of Tenant’s and Landlord’s covenants and obligations contained in this Lease
      which by their nature might not be fully performed or capable of performance
      before the expiration or earlier termination of this Lease shall survive such
      expiration or earlier termination.  No provision of this Lease
      providing for termination in certain events shall be construed as a limitation
      or restriction of Landlord’s or Tenant’s rights and remedies at law or in equity
      available upon a breach by the other party of this Lease.

     

    27.14  Amendments.  No
      amendments or modifications of this Lease or any agreements in connection
      therewith shall be valid unless in writing duly executed by both Landlord and
      Tenant.  No amendment to this Lease shall be binding on any mortgagee
      or beneficiary of Landlord (or purchaser at any foreclosure sale) unless such
      mortgagee or beneficiary shall have consented in writing to such
      amendment.

     

    27.15  DELIVERY
      FOR EXAMINATION.  DELIVERY OF THE LEASE TO TENANT SHALL
      NOT BIND LANDLORD IN ANY MANNER, AND NO LEASE OR OBLIGATIONS OF LANDLORD SHALL
      ARISE UNTIL THIS INSTRUMENT IS SIGNED BY BOTH LANDLORD AND TENANT AND DELIVERY
      IS MADE TO EACH.

     

    [Signature
      Page to Follow]

     


    
       

      
        
        

        
          

        

      

       

    


    IN
      WITNESS WHEREOF, Landlord and Tenant have each caused their duly authorized
      representatives to execute this Lease on their behalf as of the date first
      above
      written.

     

    LANDLORD

    


    TMC-3011
      S 52ND
      ST, LLC, an Arizona limited liability company

    


    


    By:      /s/ Anthony
      Navicatecto
                                                                    

    Name:          Anthony
      Navicatecto

    Its:               Managing
      Partner                                                            

    



    
      
        
        

      

      
        
        

        
          

        

      

       

    


    TENANT

    


    SONICWALL,
      INC., a California corporation

    


    


    By:          /s/
      Robert Knauff
                                                                      

    Name:    Robert Knauff                                                                                  

    Its:                                                                           

    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    LEGAL
      DESCRIPTION

     

    LOTS
      72
      AND 73, EATON FREEWAY INDUSTRIAL PARK, ACCORDING TO BOOK 171 OF MAPS, PAGE
      31
      AND THAT PORTION OF LOT 74 OF EATON FREEWAY INDUSTRIAL PARK, DESCRIBED AS
      FOLLOWS:

    


    BEGINNING
      AT THE NORTHEAST CORNER OF SAID LOT 74;

    


    THENCE
      SOUTH 00 DEGREES 06 MINUTES 38 SECONDS WEST, 156.01 FEET;

    


    THENCE
      SOUTH 89 DEGREES 37 MINUTES 17 SECONDS WEST, 324.00 FEET;

    


    THENCE
      NORTH 00 DEGREES 06 MINUTES 38 SECONDS EAST, 104.00 FEET;

    


    THENCE
      SOUTH 89 DEGREES 37 MINUTES 17 SECONDS WEST, 14.90 FEET TO THE EAST RIGHT OF
      WAY
      LINE OF 52ND STREET, SAID POINT BEING ALONG THE ARC OF A CURVE;

    


    THENCE
      ALONG THE ARC OF A CURVE CONCAVE TO THE NORTHWEST, HAVING A RADIUS OF 330.00
      FEET AND AN ARC LENGTH OF 56.01 FEET AND A CENTRAL ANGLE OF 09 DEGREES 43
      MINUTES 26 SECONDS TO THE NORTH LINE OF SAID LOT 74;

    


    THENCE
      NORTH 89 DEGREES 37 MINUTES 17 SECONDS EAST ALONG THE NORTH LINE OF SAID LOT
      74,
      318.76 FEET TO THE TRUE POINT OF BEGINNING.

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-1

     

    SITE
      PLAN

     

    


     

    

    


     


    
       

      
        
        

        
          

        

      

      
        
        

      

    


    

     


    
      
        
        

      

      
        
          

        

      

       

    


    EXHIBIT
      B

     

    PLANS
      AND SPECIFICATIONS

     

    SonicWALL
      TI Specifications

    


    Tenant
      Partitions – Bottom of Grid +/- 10’ 0”

    Stud:                      3-5/8”
      metal stud, 25 GA @ 24” O.C.

    Drywall:                                5/8”Gypsum
      board ea side

    Insulation:                      None

    Finish:                                Taped,
      bedded, & finished w/ texture

    Base:                      Roppe
      Rubber 4 1⁄4” cove

    


    Typical
      Partition - 6” Above Ceiling Grid

    Stud:                      3-5/8”
      metal stud, 22 GA @ 24” O.C.

    Drywall:                                5/8”Type
      X Gypsum board ea side

    Insulation:                      R-11
      batt insulation

    Finish:                                Taped,
      bedded, & finished w/ texture

    Base:                      Roppe
      Rubber 4 1⁄4” cove

    


    Interior
      Doors

    Size:                      3’
      x 7’ x 1-3/4” thick full height single slab door

    Wood:                                Solid
      core

    Finish:                                Paint,
      color to be determined by Tenant

    Hardware:                      Schlage
      #14 Lever handles

    Hinges                                3
      – 4 1⁄2” ball bearing USD32 Satin Stainless

    Full-lite:                                2
      doors with full lites in timely frame

    Keying:                                Re
      key to master system

    


    


    Interior
      Door Frame

    Frame
      Material:                                HMF

    Frame
      Finish:                                Paint,
      color to be determined by Tenant

    


    Vinyl
      Composite Tile

    Manufacturer:                                Mannington
      or equal

    Style:                      Std
      12” x 12” x 1/8”

    Color:                      To
      be selected by Tenant

    


    Suite
      Carpet

    Type:                      $24.00
      per square yard Allowance

    Style:                      Design
      Weave by Shaw

    Color/pattern:                                Color
      to be select by Tenant

    


    Window
      Treatment (If applicable)

    Style:                      Vertical
      1” blinds

    Color:                      Dark
      Bronze #885

    Location:                                Perimeter
      Glass

    


    


    Paint

    Manufacturer:                                Dunn
      Edwards

    Color:                      Bldg
      Std for walls & ceiling is Swiss Coffee

    


    


    Restroom
      Floors & Wainscot

    Restroom
      finishes Ceramic Tile floors and Ceramic Tile on wet walls to 4’ AFF over 5/8”
green board. Walls above wainscoating to be sealed with 2 coats of semi-gloss
      paint.

    


    Lobby
      Flooring

    Ceramic
      Tile floors and Ceramic Tile Base.  All specifications
      TBD

    


    Millwork

    Manufacturer:                                WilsonArt
      or Nevamar

    Color:                      TBD

    Finish:                                Matte

    


    All
      millwork to be fabricated to AWI standards

    


    Acoustical
      Ceiling

    Manufacturer:                                           New
      Armstrong

    Height:                                           10’
      0” AFF

    Acoustical
      Tile:                                           24”
x 48” x 5/8” 2nd Look

    Color:                                White

    Additional:                                4
      coffered area’s 20’ x 20’

    


    HVAC

    
      	
               

            	
              General:

            	
              Air
                distribution, basic thermostat installation, secondary and flex duct
                provide w/tenant provided with tenant
                improvements

            


    

    Diffusers:                                Supply
      air – Titus TMSA 24” x 24” white

    Return
      air Titus PAR 24” x 24” white w/ sound boot

    


    Fluorescent
      Light Fixtures

    Manufacturer:                                           Lithonia
      or equal

    Model:

    Size:                                2’
      x 4’

    Lens
      Type                                Prismatic

    Number
      of
      Lamps:                                           4’,
      T8, 32 watt

    Voltage:                                           271
      Volts

    Allowance:                                1/80
      sf

    


    Additional
      Storefront

    Quantity:                                           4

    Size:                                10’
      x 10’

    Type                                Match
      Existing

    


    


    


    Covered
      Parking

    Quantity:                                           28
      Spaces

    Type                                Single
      Cantilevered

    Paint:                                TBD

    


    


    Interior
      Glazing

    Quantity:                                           1100
      sq/ft --- 220 lf

    
      	
               

            	
              Type:

            	
              3/8”
                glass in glazing channel with butt joint. 18” AFF to top of door frame
                7’0”

            


    

    Paint:                                TBD

    


    


    Partition
      Panels

    Quantity:                                           2
      @ 11’ X 28’

    
      	
               

            	
              Type:

            	
              Aluminum
                framed, Acoustical with vinyl face

            


    

    Color:                                TBD

    


    Equipment

    Quantity:                                           1
      – Refrigerator  ($1200.00 allowance)

    
      	
               

            	
              Type:

            	
              TBD

            


    

    Color:                                TBD