Exhibit
10.1  AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS  BY AND BETWEEN  COUNTRYWIDE HOME LOANS, INC., a New York
corporation  AS SELLER  AND  DTS, Inc., a Delaware corporation,  AS BUYER  RELATING TO  5220 Las
Virgenes Road Calabasas,
California  DATED AS OF  August 28, 2008  1


AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS  THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (Agreement) is made and entered into as of August 28,
2008 by and between COUNTRYWIDE HOME LOANS, INC., a New York corporation (Seller) and DTS, Inc., a Delaware corporation (Buyer).  Buyer and Seller hereby agree as follows:  1.Definitions:  For the purposes of this Agreement the following
terms will be defined as follows:  (a)Actual Knowledge of
Seller:  Actual Knowledge of Seller
means and is limited to the actual knowledge of John OBrien
(OBrien) EVP,
Facilities Operations without having conducted or being under any
obligation to conduct any independent inquiry or inspection.  If at any time after the Effective Date and
before the Close of Escrow OBrien is no longer employed by Seller, then Actual
Knowledge of Seller shall thereafter mean and be limited to the actual knowledge
of the person with the most knowledge about the Property who is then employed
by Seller.  (b)Bill of Sale:  Shall have the meaning given thereto in Section 18
hereof.  (c)Broker:  The Sellers Broker is Madison
Partners and the Buyers Broker is Cresa
Partners.  (d)Intentionally
deleted.  (e)Closing Date:  The
Closing Date is the date which is thirty (30) days after the end of the Due
Diligence Period and is the last date on which the Closing/Close of Escrow can
occur, subject to extension only as expressly provided for in this
Agreement.  As soon as practical after
the receipt of this Agreement fully executed by Seller and Buyer, Escrow Holder
is hereby instructed to ascertain the Closing Date and confirm the same
pursuant to a writing signed by Seller and Buyer.  (f)Closing
and Close of Escrow:  Closing and Close of Escrow are terms used
interchangeably in this Agreement.  The
Closing or the Close of Escrow will be deemed to have occurred, on that date
when the Grant Deed (as defined below) is recorded in the official records of
the county in which the Property is located.  (g)Deposit:  The Deposit will be $500,000.00
and will be placed into escrow on the Opening of Escrow as defined in Section 4.  2


(h)Due
Diligence Period:  The Due Diligence
Period is the forty (40) day
period starting on the Effective Date during which Buyer must complete its due
diligence as described in Section 9.  (i)Effective
Date:  The Effective Date is the date
on which this Agreement is fully executed and delivered by Seller and
Buyer.  As soon as practical after the
receipt of this Agreement fully executed by Seller and Buyer, Escrow Holder is
hereby instructed to ascertain the Effective Date and confirm the same pursuant
to a writing signed by Seller and Buyer..  (j)Environmental
Audit:  Shall have the meaning given
thereto in Section 19 hereof.  (k)Environmental
Law:  Shall have the meaning given
thereto in Section 19 hereof.  (l)Intentionally
deleted.  (m)Escrow:  Shall have the meaning given thereto in Section 4
hereof.  (n)Escrow Holder:  The Escrow Holder is Chicago Title, 700 South
Flower St., CA 90071 (attn: Mike Slinger).  (o)Exhibits:  Exhibits means the following, each of which
is attached hereto and incorporated herein by this reference:  Exhibit A -
  Legal
  DescriptionExhibit B -
  Form of
  DeedExhibit C -
  FIRPTA AffidavitExhibit D -
  Bill of SaleExhibit E -
  General
  AssignmentExhibit F -
  LeaseExhibit G -
  Available
  Personal PropertyExhibit H -
  Form of
  Owners Declaration  (p)FIRPTA
Affidavit:  Shall have the meaning
given thereto in Section 6 hereof.  (q)General Assignment: 
Shall have the meaning given thereto in Section 6.  (r)Grant Deed:  Shall
have the meaning given thereto in Section 6 hereof.  (s)Hazardous
Substance: Shall have the meaning given thereto in Section 19 hereof.  (T)Improvements:  All improvements and fixtures situated on the
Real Property.  3


(u)Notices:  will be sent as follows to:  Seller:
  
  Countrywide Home Loans, Inc., Attn: Corporate 
  Administration and Real Estate, 31303 Agoura Rd., Mail 
  Stop WLAR-01, Westlake Village, CA 91361,Telephone: (818) 874-8584
  Telecopy No.: (818)
  707-4987with a copy to:
  
  Countrywide Home Loans, Inc., Attn: Legal 
  Department/R.E., Mail Stop AC-115220 Las Virgenes, Calabasas, CA 91302Telephone: (818)
  871-4808Telecopy No.:
  (818) 871-4604Buyer:
  
  DTS, Inc.5171 Clareton
  DriveAgoura Hills, CA
  91301Attn: General
  CounselTelephone: (818)
  706-3525Telecopy No.:
  (818) 827-2470with a copy to:
  
  Greenwald Pauly
  Foster & Miller1299 Ocean
  Avenue, Suite 400Santa Monica, CA
  90401Attn:
  Richard L.
  Miller, Esq. andChristy M.
  Morcomb, Esq.Telephone: (310)
  451-8001Telecopy No.:
  (310) 395-5961Escrow Holder:
  
  Chicago Title
  Company700 South Flower
  Street, Suite 800Los Angeles, CA
  90071Attn:Mike SlingerTelephone: (213)
  612-4131Telecopy No.:
  (213) 612-4133  (v)Opening of Escrow: 
Shall have the meaning given thereto in Section 4 hereof.  (w)Permitted
Exceptions:  Shall have the meaning
given thereto in Section 7 hereof.  (x)Personal
Property:  All of the Available
Personal Property (as defined below in Section 18), except for the Buyer
Excluded Personal Property (as defined below in Section 18).  4


(y)Property:  Collectively, (i) the Real Property
(together with all easements, rights of way, hereditaments, entitlements (to
the extent transferrable) and appurtenances thereto), (ii) the
Improvements, and (iii) the Personal Property.  (z)Purchase
Price:  The Purchase Price for the
Property is Fifteen Million Seven Hundred Thousand
Dollars ($15,700,000.00).  (aa)Real Property:  That certain real property located in the
County of Los Angeles, State of California and commonly known as 5220 Las
Virgenes Road, Calabasas, Californiaand more particularly described
in Exhibit A attached hereto.  (bb)Seller Party/Parties: 
Shall have the meaning given thereto in Section 10.2 hereof.  (cc)Sellers Representations and Warranties:  Sellers express representations and
warranties set forth in this Agreement, Sellers express representations and
warranties set forth in the Bill of Sale, and Sellers implied warranties under
the Grant Deed pursuant to Section 1113 of the California Civil Code, all
of which are subject to any matters discovered by Buyer during its due
diligence investigation of the Property.  (dd)Title
Company:  The Title Company is
Chicago Title, 700 South Flower St., Los Angeles, CA 90071 (attn: Mike Slinger).  (ee)Title
Policy:  Shall have the meaning
given thereto in Section 11 hereof.  2.Purchase and Sale:  2.1Upon and
subject to the terms and conditions set forth in this Agreement, Seller agrees
to sell to Buyer and Buyer agrees to buy from Seller the Property.  In consideration of Sellers sale of the
Property to Buyer, Buyer will (a) pay the Purchase Price to Seller
pursuant to Section 3 below, and (b) perform all of Buyers other
obligations hereunder, which will include the various indemnities set forth
herein whether or not the Closing occurs hereunder.  2.2At the
time of Closing Seller, as Tenant, and Buyer, as Landlord, shall enter into,
execute and deliver a Lease of the Property upon the terms and conditions and
in the form of Exhibit F attached hereto and incorporated by reference
herein (hereinafter called the Lease).  3.Purchase Price:  The Purchase Price
for the Property will be paid as follows:  3.1  Deposit.  Upon the Opening of Escrow (as defined in
Section 4), Buyer will deliver to Escrow Holder in cash, by confirmed wire
transfer or by certified or cashiers check collectible in same day funds, the
Deposit.  Escrow Holder will invest the
Deposit in an interest bearing account and interest will accrue for the account
of Buyer, except as otherwise expressly provided in this Agreement, and will be
applied against the Purchase Price at Closing. Notwithstanding the foregoing,
Escrow Holder shall advise Buyer whether, as of the date of the Opening of
Escrow,  5


Escrow Holder
reasonably anticipates that interest on the Deposit will likely exceed any
set-up and account maintenance fees charged by Escrow Holder and/or the bank at
which such deposits will be deposited. 
Except as expressly provided otherwise in this Agreement, the Deposit
will become non-refundable on the first day following the end of the Due
Diligence Period and will be immediately delivered by Escrow Holder to Seller
(without any further instruction by Seller or Buyer to Escrow Holder) unless
Buyer terminates provided, however, the Deposit (excluding the Independent
Consideration (as defined below)) shall be refundable in the event of a default
by Seller (including, without limitation, a failure of closing conditions set
forth in Sections 8.1.3 and/or 8.1.4), or termination of the Agreement pursuant
to Section 17.  Notwithstanding any
other provision herein, no interest will accrue on the Deposit after its
delivery to Seller, except as expressly provided above.  If this Agreement terminates due to a default
by Seller (including, without limitation, a failure of closing conditions set forth
in Sections 8.1.3 and/or 8.1.4) or the provisions set forth in Section 17,
then Seller shall wire transfer the Deposit (less the Independent
Consideration) to Buyer within five (5) business days after such
termination and such obligation shall survive the termination of this
Agreement; provided, however, if Seller in good faith disputes the existence of
such a default by Seller, then Seller shall give Buyer written notice thereof
within five (5) business days after Seller first receives notice from Buyer
alleging such default and Seller shall thereafter exercise diligent good faith
efforts to resolve such dispute pursuant to the provisions set forth below in Section 26.17,
in which event Seller shall not be required to return the Deposit (less the
Independent Consideration) to Buyer unless and until either (i) the
parties mutually agree in writing thereto, or (ii) the arbitrator awards
Buyer with the return of the Deposit or a portion thereof, and in such event,
Seller shall thereafter comply with the applicable agreement or award within
five (5) business days.  The sum of ONE
HUNDRED AND NO ONE-HUNDREDTHS DOLLARS ($100.00) shall be retained from the
Deposit by Seller as consideration for Buyers right to inspect the Property
and for Sellers execution, delivery, and performance of this Agreement, the
sufficiency of which is acknowledged by Seller (the Independent
Consideration).  The
Independent Consideration is in addition to and independent of any
consideration or payment provided in this Agreement, is nonrefundable, and
shall be retained by Seller notwithstanding any other provision of this
Agreement.  In addition, the parties
further acknowledge and agree that Independent Consideration includes Buyers
covenant to obtain a Phase 1 environmental assessment for the Property and a
survey of the Property and to provide copies of the same to Seller pursuant to
the terms and conditions of this Agreement.  3.2  Cash Balance.  No later than one (1) business day prior
to the Closing Date or such earlier time as is required by Escrow Holder or
otherwise in order for the Closing to occur by the Closing Date, Buyer will
deposit into the Escrow the balance of the Purchase Price in cash, by confirmed
wire transfer of funds, or by certified or cashiers check collectible in same
day funds.  4.Escrow:  Within 5 days after
the full execution and delivery of this Agreement, Buyer and Seller will open
an escrow (the Escrow) with the Escrow Holder
by delivering to Escrow Holder a fully executed copy of this Agreement (the Opening of Escrow). 
The purchase and sale of the Property will be completed through the
Escrow.  Buyer and Seller agree to
execute any additional instructions reasonably required by the Escrow
Holder.  If there is a conflict between
any printed escrow instructions and this Agreement, the terms of this Agreement
will govern.  6


5.Cancellation Fees and
Expenses:  If the Closing does not
occur at the time and in the manner provided in this Agreement because of the
default of one of the parties, the non-defaulting party has the right to cancel
the Escrow by written notice to the defaulting party and to the Escrow
Holder.  All costs of cancellation, if
any, will be paid by the defaulting party subject to section 24.1.  In addition, in the event of a default by
Seller which results in a termination of this Agreement, Buyer will be entitled
to a return of the Deposit together with all interest accrued thereon while the
Deposit was held in Escrow pursuant to the provisions set forth in Section 3.1.  At any time before or on the last day of the
Due Diligence Period, the Buyer may give the Seller written notice (the Termination Notice) that Buyer does not wish to acquire the
Property, in which event this Agreement will terminate.  If the Purchaser gives a Termination Notice
before or on the last day of the Due Diligence Period, this Agreement shall
terminate, all the Deposit and accrued interest (less the Independent Consideration)
will promptly be returned to the Buyer, and neither the Buyer nor Seller will
have any further obligations or liabilities in connection with this
Agreement.  The Independent Consideration
shall be paid to Seller.  The Buyers
decision as to whether to give the Termination Notice may be made for any
reason or no reason and in its sole, absolute and unreviewable discretion.  6.Deliveries to Escrow
Holder:  6.1By Seller.  On or prior to the Closing Date, Seller will
deliver or cause to be delivered to Escrow Holder the following items:  (a)A Grant Deed (Grant Deed),
in the form attached to this Agreement as Exhibit B,
duly executed and acknowledged by Seller and in recordable form, conveying the
Property to Buyer.  (b)A Transferors Certificate of Non-Foreign
Status in the form attached to this Agreement as Exhibit C
(FIRPTA Affidavit) duly executed by
Seller.  (c)A properly executed California Form 593-W
or other evidence sufficient to establish that Buyer is not required to
withhold any portion of the Purchase Price pursuant to Sections 18805 and 26131
of the California Revenue and Taxation Code.  (d)Two (2) executed counterpart copies of
a general assignment of intangible rights in the form attached to this
Agreement as Exhibit E (General Assignment)duly executed by Seller.  (e)A Lease
executed by Seller in the form attached to this Agreement as Exhibit F.  (f)Such
corporate resolutions, certificates of good standing and/or other corporate or
partnership documents relating to Seller as are reasonably required by Title
Company in connection with this transaction.  (g)A bill of
sale (Bill of Sale) in the form attached to
this Agreement as Exhibit Dduly
executed by Seller.  7


(h)Two (2) originals
of an Assignment of Declarants Rights under Declaration of Covenants,
Conditions and Restrictions for Calabasas Commerce Center II in the form
mutually agreed upon by the parties during the Due Diligence Period (the Declarants Rights Assignment);  6.2By Buyer.  On or prior to the Closing Date, Buyer will
deliver or cause to be delivered to Escrow Holder the following items:  (a)The balance of the Purchase Price in
accordance with Section 3.  (b)The amount due Seller, if any, after the
prorations are computed in accordance with Section 13.  (c)Such corporate resolutions, certificates of
good standing and/or other corporate or partnership documents relating to Buyer
as are reasonably required by Title Company in connection with this
transaction.  (d)Two (2) executed counterparts of the
General Assignment.  (e)A Lease executed by Buyer in the form
attached to this Agreement as Exhibit F.  (f)A
bill of sale (Bill of Sale) in the form
attached to this Agreement as Exhibit Dduly
executed by Buyer.  (g)Two (2) originals
of the Declarants Rights Assignment;  6.3By Buyer and Seller.  Buyer and Seller will each deposit such other
commercially reasonable instruments consistent with this Agreement as are
reasonably required by Escrow Holder or otherwise required to close escrow.  In addition Seller and Buyer hereby designate
Escrow Holder as the Reporting Person
for the transaction pursuant to Section 6045(e) of the Internal
Revenue Code.  7.Condition of Title:  At the Close of Escrow, fee simple title to
the Property will be conveyed to Buyer by Seller by the Grant Deed, subject
only to the following matters (Permitted Exceptions):  (a)a lien for real property taxes and
assessments not then delinquent;  (b)matters of title respecting the Property
approved or deemed approved by Buyer in accordance with this Agreement;  8


(c)matters affecting the condition of title to
the Property created by or with the written consent of Buyer; and  (d)any matters which would be shown by an
inspection or a survey of the Property.  The parties agree
that (i) except as specifically provided in the Grant Deed, Seller makes
no express or implied warranties regarding the condition of title to the
Property, and (ii) Buyer shall rely on the Title Policy for protection
against any title defects.  8.Conditions to the
Close of Escrow:  8.1Conditions Precedent
to Buyers Obligations.  The
following conditions must be satisfied not later than the Closing Date or such
other period of time as may be specified below:  8.1.1  Title.  Buyer may obtain a title examination or title
Commitment (the Title Commitment) for the Property, at Buyers expense,
issued by a title company selected by Buyer, reflecting the status of title to
the Property.  Such title company shall
deliver to Buyer and Seller together with the Title Commitment, legible copies
of all instruments shown as exceptions thereon, together with copies of tax
statements for the prior year reflecting amounts owed by Seller for such year
to each taxing authority located within the county in which the Property is
located.  At Closing, the Buyers Closing
Statement shall reflect the amount owed to each such taxing authority as a
separate line item.  8.1.2  Inspections
and Studies.  By the end of the Due
Diligence Period, Buyer must notify Seller in writing as to whether Buyer
approves, disapproves and/or waives the results of any and all inspections,
investigations, tests and studies (including but not limited to the Title
Commitment) as Buyer may have elected to make or obtain within the Due
Diligence Period.  If Buyer fails to so
notify Seller in writing of such approval, disapproval and/or waiver, Buyer
will be deemed to have accepted the
condition of the Property and all matters relating to the Property as referenced
in Section 9.1.  Buyer will pay for all
such inspections, tests and studies.  In
the event this Agreement is terminated prior to Closing, Buyer will give to
Seller copies of any property inspection report, phase 1 report and survey
obtained by Buyer with respect to the Property prior to such termination, as a
condition precedent to the return of the Deposit.  Buyer will obtain, at
Buyers expense, a current survey (the Survey) of the
Property prepared by a surveyor licensed in the State of California.  The Survey shall show such information and
include such certifications as Buyer may request in its sole discretion.  Buyer shall cause a copy of the Survey to be
delivered to Seller and the Escrow Holder prior to the Close of Escrow.  8.1.3  Representations,
Warranties and Covenants of Seller. 
Seller will have duly performed each and every agreement to be performed
by Seller hereunder (including, without limitation, the pre-closing covenants
set forth below in Section 16.7) and, subject to any matters discovered by
Buyer during its due diligence investigation of the Property, Sellers express
representations and warranties set forth in this Agreement will be true and
correct as of the Closing Date.  9


8.1.4  Sellers Deliveries.  Seller will have delivered the items
described in Section 6.1.  8.1.5  Title Insurance.  As of the Close of Escrow, the Title Company
will issue or have committed to issue to Buyer the Title Policy described in Section 11.  Notwithstanding anything to the contrary
contained herein, Seller shall, at Sellers sole cost and expense, have the
obligation to satisfy and remove any monetary encumbrance placed on the
Property solely by Seller (excluding non-delinquent real property taxes which
are subject to the proration provisions in Section 13.1), if Buyer
disapproves the same.  The conditions set forth in this Section 8.1 are solely for the
benefit of Buyer and may be waived only by Buyer.  At all times Buyer has the right to waive any
condition.  Such waiver or waivers must
be in writing to Seller.  If any
conditions are not satisfied on or before the end of the Due Diligence Period
or the Closing Date, as applicable (unless such conditions are deemed satisfied
for failure to notify Seller of disapproval), and Buyer has not waived the
unsatisfied conditions, Seller will not be deemed to be in default (unless
Seller has breached Sections 8.1.3 or 8.1.4 above) and Buyers sole remedy
will be to terminate this Agreement and obtain the refund of the Deposit
together with interest accrued thereon less the
Independent Consideration.  8.2Conditions Precedent
to Sellers Obligations.  The Close
of Escrow and Sellers obligations with respect to this transaction are subject
to the following conditions precedent:  8.2.1  Buyers delivery to Escrow
Holder on or before the Closing Date, of the Purchase Price and the other items
described in Section 6.2.  8.2.2  Buyer having duly
performed each and every agreement to be performed by Buyer hereunder, and
Buyers representations, warranties and covenants set forth in this Agreement,
continuing to be true and correct as of the Closing Date.  The conditions set
forth in this Section 8.2 are solely for the benefit of Seller and may be
waived only by Seller, with such waiver to be in writing to Buyer.  8.3Sellers Rights
Regarding Buyers Conditions. 
Notwithstanding any other provision to the contrary herein, Seller will
have the right to terminate this Agreement if Buyer has not satisfied or waived
in writing its conditions precedent and notified Seller in writing of Buyers
desire to close escrow on or before the Closing Date; provided, however, Seller
shall not be entitled to terminate this Agreement if the closing conditions set
forth above in Sections 8.1.3 have not
been satisfied or waived in writing by Buyer.  9.Due Diligence Investigation:Buyer
covenants to and represents and warrants to Seller that it shall, independently
investigate all aspects of the Property that Buyer desires to so investigate,
including, without limitation, the physical condition thereof and the
suitability of the Property for Buyers intended uses.  10


9.1Matters To Be
Reviewed.  Buyer must complete its
due diligence, which due diligence shall be determined in Buyers sole
discretion (except that Buyer covenants, as part of the Independent
Consideration, that Buyer will obtain a survey of the Property and a Phase 1
assessment report for the Property), and approve, disapprove or waive the
following matters within the Due Diligence Period:  (a)the physical condition of the Property,
including without limitation:  (i)soil, seismic
(including whether or not the Property is situated in a Special Study Zone as
designated under the Alquist-Priolo Special Earthquake Studies Zone Act, which
may subject construction or development of the Property to the findings of an
acceptable geologic report), hydrological, geological and topographical
conditions,  (ii)the availability of
adequate utilities and public access,  (iii)the status and nature of
any existing or proposed assessment districts and the amount of any assessment
liability,  (iv)the character and amount
of any fee or charge which may be imposed in connection with the development of
the Property,  (v)whether or not the
Property is located in a Special Flood Hazard Area,  (vi)the status of the
Property with respect to asbestos and other hazardous and toxic materials,  (vii)all matters disclosed by
the Environmental Report(s), and  (viii)compliance of the Property
with all applicable laws, including Environmental Laws (defined below).  Seller will allow Buyer and/or its agents access to the Property to perform
any and all investigations and inspections desired by Buyer (provided that any
entry will be subject to the provisions of Section 23 and any
Environmental Audit (defined below) will be subject to the provisions of Section 19) - Buyer shall conduct its inspections and
investigations in a manner that will not result in any damage to the Property
or any liability to the Seller (provided that Buyer shall not be deemed to have breached the
foregoing covenant due to the discovery of any pre-existing adverse condition
at the Property as a result of such inspections and investigations), and Buyer shall indemnify, defend and hold Seller harmless from any and all
claims, damages, liabilities and costs incurred by Seller as a result of Buyers
access to the Property for the purpose of conducting any such inspections and
investigations; provided, however, Buyer shall not have any
obligation to indemnify or defend Seller from claims, damages, liabilities or
costs resulting from (i) the discovery of any pre-existing adverse
condition at the Property as a result of such inspections and investigations,
or (ii) the negligence or willful acts of any Seller Parties.  Any information so obtained by Buyer with
respect to the Property, and any information  11


provided by Seller to Buyer, shall be considered confidential and not
disclosed to outside third parties, except Buyer shall have the right, without
Sellers consent, to disclose, on a need to know basis only, to Buyers broker,
consultants, attorneys (provided such broker, consultants or attorneys shall
also be subject to the same confidentiality restrictions as provided in this
agreement) and/or as otherwise required for Buyer to comply with SEC
regulations;  (b)applicable government ordinances, rules and
regulations and evidence of compliance therewith, including without limitation
zoning and building regulations;  (c)all private restrictions applicable to the
Property, including without limitation, title issues (per section 8.1.1),
declarations of covenants, conditions and restrictions, reciprocal easement and
operating agreements, architectural restrictions and owners association
governing documents;  (d)all licenses, permits, subdivision maps and
conditions, improvement agreements, bonds, development agreements, and any and
all other governmental approvals and/or authorizations relating to the
Property;  (e)leases, appraisals, agreements, contracts,
documents, instruments, reports, surveys, books and records relating to the
Property; and  (f)any and all other matters concerning the
current and future use, feasibility or value, or governmental permissions or
entitlements pertaining to the Property, or any other matter or circumstance
relevant to Buyer in its discretion concerning the Property and its
marketability.  9.2Delivery of Copies.  Seller has previously provided to Buyer for
inspection, copies of all items described in Subparagraphs 9.1(d) and (e) above,
and any and all other applicable due diligence documents, materials and items
related to the Property (see 9.1 above) which are, to Sellers knowledge, in
Sellers possession.  Buyer expressly
agrees that Seller has furnished copies of all such documents and information
to Buyer for informational purposes only and without representation or warranty
as to the accuracy or completeness of the contents of such materials. Buyer
covenants and agrees that it will not rely on such documents and information
and will conduct its own due diligence on all matters referred to in such
documents and information, or otherwise relating to the Property.  9.3Notice of Objections.  (a)If Buyer fails to notify Seller in writing
within the Due Diligence Period of either (i) any objections that Buyer
has to the matters set forth in paragraphs (a) through (f) of Section 9.1, or (ii) Buyers approval and/or
waiver of the matters set forth in paragraphs (a) through (f) of Section 9.1, then Buyer will be deemed to have (A) disapproved
matters referred to therein or otherwise deemed relevant to Buyer in respect of
the Property, and (B) elected to terminate this Agreement, in which event
the Deposit and all interest accrued thereon (less the Independent
Consideration) will promptly be returned to the Buyer, and neither the Buyer
nor Seller will have any further obligations or liabilities in connection with
this Agreement.  12


(b)If Buyer notifies Seller in writing of any
objections to the condition of the Property or any other matters relating to
the Property as referred to in Subparagraph (a) through (f) of Section 9.1
within the Due Diligence Period (as opposed to Buyer simply giving Seller
notice of Buyers election to terminate this Agreement due to Buyers
disapproval of the Property or matters pertaining thereto), the parties will
have ten (10) business days to agree
upon a resolution of the objection(s). 
If the parties cannot agree within the ten (10) business
day period, then Buyer shall have the right, at Buyers sole option,
to either (i) accept the objectionable matter by written notice delivered
to Seller within three (3) business days after
expiration of such ten (10) business day
period, in which event the Closing shall occur on the later of the
Closing Date or the date which is ten (10) business
days after expiration of the previous ten (10) business day
period, or (ii) terminate this Agreement by written notice to Seller given
within three (3) business days after the
expiration of the ten (10) business day
period and Buyer, as its sole remedy, will be entitled to the return of the
Deposit and any interest accrued thereon less the Independent
Consideration.  If Buyer fails to timely
give notice pursuant to clause (i) or (ii) of this subparagraph (b),
then Buyer shall be deemed to have elected clause (ii).  (c)However, if Buyer gives Seller notice of its
election to terminate this Agreement pursuant to clause (ii) of Section 9.3(b),
Seller may elect, by written notice to Buyer and to Escrow Holder within three (3) business days following Sellers receipt of
Buyers notice, to correct the objectionable matter prior to the Close of
Escrow, which correction shall be satisfactory to Buyer in its sole
discretion.  If Seller elects to correct
the objectionable matter, Seller will be entitled to extend the Close of Escrow
for not more than thirty (30) days
in order to correct the objectionable matter and, in such event, this Agreement
will not terminate.  If Seller fails to
correct the objectionable matter by the Closing Date, as extended, Buyer shall
have the right, at Buyers sole option, to either (i) accept the
objectionable matter by written notice delivered to Seller within three (3) business days after expiration of such thirty
(30) day period, in which event the Closing shall occur within ten (10) business days after expiration of such thirty
(30) day period, or (ii) terminate this Agreement by written notice to
Seller within three (3) business days after
expiration of such thirty (30) day period and, as Buyers sole remedy, receive
a refund of its Deposit and any interest accrued thereon less the Independent
Consideration.  If Buyer fails to timely
give notice pursuant to clause (i) or (ii) of this subparagraph (c),
then Buyer shall be deemed to have elected clause (ii).  10.Property As-Is:  10.1  NO SIDE
AGREEMENTS OR REPRESENTATIONS; AS-IS PURCHASE.  BUYER REPRESENTS, WARRANTS AND COVENANTS TO
SELLER THAT BUYER WILL, DURING THE DUE DILIGENCE PERIOD, INDEPENDENTLY AND
PERSONALLY INSPECT THE PROPERTY AND IMPROVEMENTS, IF ANY, AND THAT BUYER HAS
ENTERED INTO THIS AGREEMENT BASED UPON ITS RIGHTS AND INTENTIONS TO MAKE SUCH
PERSONAL EXAMINATION AND INSPECTION. 
BUYER AGREES THAT BUYER WILL ACCEPT THE PROPERTY, IN ITS THEN CONDITION AS-IS AND WITH ALL ITS FAULTS, INCLUDING WITHOUT LIMITATION,
ANY FAULTS AND CONDITIONS SPECIFICALLY REFERENCED IN THIS AGREEMENT.  NO PERSON ACTING ON BEHALF OF SELLER IS
AUTHORIZED TO MAKE, AND BY EXECUTION  13


HEREOF, BUYER
ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SPECIFICALLY PROVIDED IN THIS
AGREEMENT, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND
DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR
GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED,
ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT
TO:  (I)THE
VALUE OF THE PROPERTY;  (II)THE
INCOME TO BE DERIVED FROM THE PROPERTY;  (III)THE SUITABILITY OF THE PROPERTY FOR ANY AND
ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON, INCLUDING ANY
DEVELOPMENT OF THE PROPERTY;  (IV)THE
HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OF THE PROPERTY;  (V)THE
MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY;  (VI)THE
NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING WITHOUT LIMITATION, THE
WATER, SOIL AND GEOLOGY;  (VII)THE COMPLIANCE OF OR BY THE PROPERTY OR ITS
OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE
GOVERNMENTAL AUTHORITY OR BODY;  (VIII)THE MANNER, CONDITION OR QUALITY OF THE
CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY;  (IX)COMPLIANCE
WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES,
REGULATION, ORDERS OR REQUIREMENTS, INCLUDING BUT NOT LIMITED TO, THE
ENDANGERED SPECIES ACT, TITLE III OF THE AMERICANS WITH DISABILITIES ACT OF
1990 OR ANY OTHER LAW, RULE OR REGULATION GOVERNING ACCESS BY DISABLED PERSONS,
CALIFORNIA HEALTH & SAFETY CODE, THE FEDERAL WATER POLLUTION CONTROL
ACT, THE FEDERAL RESOURCE CONSERVATION AND RECOVERY ACT, THE U.S. ENVIRONMENTAL
PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261, THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, THE
RESOURCES CONSERVATION AND RECOVERY ACT OF 1976, THE CLEAN WATER ACT, THE SAFE
DRINKING WATER ACT, THE HAZARDOUS MATERIALS TRANSPORTATION ACT, THE  14


TOXIC SUBSTANCE CONTROL ACT, AND REGULATIONS PROMULGATED UNDER ANY OF
THE FOREGOING;  (X)THE
PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER, OR ADJACENT TO THE
PROPERTY;  (XI)THE
CONTENT, COMPLETENESS OR ACCURACY OF THE DUE DILIGENCE MATERIALS, INCLUDING ANY
INFORMATIONAL PACKAGE, COST TO COMPLETE ESTIMATE OR OTHER MATERIALS PREPARED BY
SELLER;  (XII)THE CONFORMITY OF THE IMPROVEMENTS TO ANY PLANS
OR SPECIFICATIONS FOR THE PROPERTY, INCLUDING ANY PLANS AND SPECIFICATIONS THAT
MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER;  (XIII)THE CONFORMITY OF THE PROPERTY TO PAST, CURRENT
OR FUTURE APPLICABLE ZONING OR BUILDING REQUIREMENTS;  (XIV)DEFICIENCY OF ANY UNDERSHORING;  (XV)DEFICIENCY
OF ANY DRAINAGE;  (XVI)THE FACT THAT ALL OR A PORTION OF THE PROPERTY MAY BE
LOCATED ON OR NEAR AN EARTHQUAKE FAULT LINE OR LOCATED IN AN ALQUIST-PRIOLO
SPECIAL STUDY ZONE;  (XVII)THE EXISTENCE OF VESTED LAND USE, ZONING OR
BUILDING ENTITLEMENTS AFFECTING THE PROPERTY, OR  (XVIII) WITH RESPECT TO ANY OTHER MATTER CONCERNING THE PROPERTY EXCEPT
AS MAY BE OTHERWISE EXPRESSLY STATED HEREIN, INCLUDING ANY AND ALL SUCH
MATTERS REFERENCED, DISCUSSED OR DISCLOSED IN ANY DOCUMENTS DELIVERED BY SELLER
TO BUYER, IN ANY PUBLIC RECORDS OF ANY GOVERNMENTAL AGENCY OR ENTITY OR UTILITY
COMPANY, OR IN ANY OTHER DOCUMENTS AVAILABLE TO BUYER.  BUYER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE
OPPORTUNITY TO INSPECT THE PROPERTY AND REVIEW INFORMATION AND DOCUMENTATION
AFFECTING THE PROPERTY, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE
PROPERTY AND REVIEW OF SUCH INFORMATION AND DOCUMENTATION AND SELLERS
REPRESENTATIONS AND WARRANTIES (AS DEFINED ABOVE IN SECTION 1(CC)), AND
NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER (OTHER THAN SELLERS
REPRESENTATIONS AND WARRANTIES (AS DEFINED ABOVE IN SECTION 1(CC)).  BUYER FURTHER ACKNOWLEDGES AND AGREES THAT
ANY INFORMATION MADE AVAILABLE TO BUYER OR PROVIDED OR TO BE PROVIDED BY OR ON
BEHALF OF SELLER WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF  15


SOURCES AND THAT
SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH
INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF
SUCH INFORMATION EXCEPT AS MAY OTHERWISE BE PROVIDED HEREIN.  BUYER AGREES TO FULLY AND IRREVOCABLY RELEASE
ALL SUCH SOURCES OF INFORMATION AND PREPARERS OF INFORMATION AND DOCUMENTATION
TO THE EXTENT SUCH SOURCES OR PREPARERS ARE SELLER OR BANK, OR THEIR EMPLOYEES,
OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS, SERVANTS, ATTORNEYS, AFFILIATES,
PARENT COMPANIES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS FROM ANY AND ALL CLAIMS
THAT THEY MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST SUCH SOURCES AND
PREPARERS OF INFORMATION FOR ANY COSTS, LOSS, LIABILITY, DAMAGE, EXPENSE,
DEMAND, ACTION OR CAUSE OF ACTION ARISING FROM SUCH INFORMATION OR
DOCUMENTATION.  EXCEPT FOR SELLERS
REPRESENTATIONS AND WARRANTIES (AS DEFINED ABOVE IN SECTION 1(CC), SELLER
IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS,
REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION
THEREOF, FURNISHED BY ANY OF THE FOREGOING ENTITIES AND INDIVIDUALS OR ANY
OTHER INDIVIDUAL OR ENTITY.  BUYER
FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW,
THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN AS-IS CONDITION AND BASIS WITH ALL FAULTS, AND THAT SELLER
HAS NO OBLIGATIONS TO MAKE REPAIRS, REPLACEMENTS OR IMPROVEMENTS EXCEPT AS MAY OTHERWISE
BE EXPRESSLY STATED HEREIN.  10.2 RELEASE. 
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, BUYER AND ANYONE
CLAIMING BY, THROUGH OR UNDER BUYER HEREBY FULLY AND IRREVOCABLY RELEASES
SELLER (PROVIDED, HOWEVER, THE PROVISIONS OF THIS SECTION 10.2 SHALL NOT EXTEND
TO ANY CLAIMS RESULTING FROM A BREACH OF SELLERS OBLIGATIONS AS TENANT UNDER
THE LEASE) AND THEIR EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS,
SERVANTS, ATTORNEYS, AFFILIATES, PARENT COMPANIES, SUBSIDIARIES, SUCCESSORS AND
ASSIGNS, AND ALL PERSONS, FIRMS, CORPORATIONS AND ORGANIZATIONS ACTING ON THEIR
BEHALF (COLLECTIVELY, THE SELLER PARTIES)  FROM ANY AND ALL CLAIMS THAT IT MAY NOW HAVE
OR HEREAFTER ACQUIRE AGAINST ANY SELLER PARTY FOR ANY COSTS, LOSS, LIABILITY,
DAMAGE, EXPENSES, DEMAND, ACTION OR CAUSE OF ACTION ARISING FROM OR RELATED TO
ANY CONSTRUCTION DEFECTS, ERRORS, OMISSIONS OR OTHER CONDITIONS, LATENT OR
OTHERWISE, GEOTECHNICAL AND SEISMIC, AFFECTING THE PROPERTY OR ANY PORTION
THEREOF INCLUDING, WITHOUT LIMITATION, (1) ENVIRONMENTAL MATTERS WHICH WERE:  (i)DESCRIBED OR REFERRED
TO IN THE ENVIRONMENTAL REPORT(S) OR IN ANY ENVIRONMENTAL AUDIT OBTAINED
BY BUYER; OR  (ii)REASONABLY DISCOVERABLE
BY PRUDENT INVESTIGATION DURING THE DUE DILIGENCE PERIOD; OR  16


(iii)OTHERWISE DISCLOSED BY
SELLER TO BUYER OR DISCOVERED BY BUYER AT ANY TIME PRIOR TO THE CLOSING;  AND (2) THE
ITEMS DESCRIBED IN SECTION 10.1 ABOVE.  THIS RELEASE
INCLUDES CLAIMS OF WHICH BUYER IS PRESENTLY UNAWARE OR WHICH BUYER DOES NOT
PRESENTLY SUSPECT TO EXIST WHICH, IF KNOWN BY BUYER, WOULD MATERIALLY AFFECT
BUYERS RELEASE TO SELLER.  BUYER
SPECIFICALLY WAIVES THE PROVISION OF CALIFORNIA CIVIL CODE SECTION 1542,
WHICH PROVIDES AS FOLLOWS:  A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR EXPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR.  IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED
BY PRIOR NEGOTIATIONS TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND
PURCHASED BY BUYER SUBJECT TO THE FOREGOING. 
IT IS NOT CONTEMPLATED THAT THE PURCHASE PRICE WILL BE INCREASED IF
COSTS TO BUYER ASSOCIATED WITH THE PROPERTY PROVE TO BE LESS THAN EXPECTED NOR
WILL THE PURCHASE PRICE BE REDUCED IF THE BUYERS PLAN FOR THE PROPERTY LEADS
TO HIGHER COST PROJECTIONS.  IN SUCH
EVENT, THE SOLE REMEDY OF THE BUYER WILL BE TO TERMINATE THIS AGREEMENT AS
PROVIDED HEREIN PRIOR TO THE END OF THE DUE DILIGENCE PERIOD.  NOTHING CONTAINED IN THIS SECTION 10 OR
ELSEWHERE IN THIS AGREEMENT SHALL BE DEEMED TO WAIVE OR LIMIT THE EXPRESS
COVENANTS, REPRESENATIONS OR WARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT.  /s/ JK
  
  /s/ PBBuyers initials
  
  Sellers
  initials  11.Title
Insurance:  At the Close of
Escrow, the Title Company will issue to Buyer a Standard Coverage Policy (1990)
(e.g. CLTA) with coverage in an amount equal to the Purchase Price showing
title to the Property vested in Buyer subject only to the Permitted Exceptions
and the standard printed exceptions and conditions in the policy of title
insurance (Title Policy).  If Buyer elects to obtain any additional
endorsements or an extended coverage policy, the additional premium and costs
of survey for the extended coverage policy and the cost of any endorsements
will be at Buyers sole cost and expense; however, Buyers election to obtain
an extended coverage policy will not delay the Closing and Buyers inability to
obtain an extended coverage policy or any such endorsements will not be deemed
to be a failure of any condition to Closing; provided,  17


however, Seller
covenants that it will provide Title Company with an Owners Declaration in the
form attached hereto as Exhibit H.  12.Costs and Expenses:  Seller will pay:  (a)costs
arising from obtaining CLTA form Title Insurance (standard coverage only);  (b)one-half
(1/2) of all escrow fees and costs;  (c)documentary
transfer fees and documentary taxes;  (d)Sellers
share of proration; and  (e)the first
month of rent payable under the Lease.  Buyer will pay:  (a)any and all survey, inspection,
investigations or other similar charges resulting from Buyers due diligence
investigation;  (b)one-half (1/2)
of all escrow fees and costs;  (c)the
entire additional cost of an extended coverage title policy, the cost of any
required survey and, the cost of any endorsements required by Buyer; and  (d)Buyers
share of prorations.  Buyer and Seller will each pay all legal and professional fees and fees
of other consultants incurred by Buyer and Seller, respectively.  All other normal costs and expenses will be
allocated between Buyer and Seller in accordance with the customary practice in
the county in which the Property is located.  13.Prorations:  13.1  Taxes and Assessments.  All non-delinquent real estate taxes and
assessments on the Property will be prorated as of the Close of Escrow based on
the actual current tax bill.  If the
Close of Escrow takes place before the real estate taxes are fixed for the tax
year in which the Close of Escrow occurs, the apportionment of real estate
taxes will be made on the basis of the real estate taxes for the immediately
preceding tax year applied to the latest assessed valuation, in which event the
parties shall properly adjust the proration of real estate taxes after the
Close of Escrow promptly following the issuance of the tax bill for the tax
year in which the Close of Escrow occurs and such obligation shall survive the
Close of Escrow.  All delinquent taxes
and all delinquent assessments, if any, on the Property will be paid at the
Close of Escrow from funds accruing to Seller. 
All  18


supplemental taxes
billed after the Close of Escrow for periods prior to the Close of Escrow will
be paid promptly by Seller, which obligation shall survive the Close of
Escrow.  Any tax refunds received by
Buyer which are allocable to the period prior to Closing will be paid by Buyer
to Seller, which obligation will survive the Close of Escrow.  13.2  Rents
and Deposits.  Intentionally deleted.  13.3  Utilities.  Seller will notify all utility companies
servicing the Property of the sale of the Property to Buyer and will request
that such companies send Seller a final bill for the period ending on the last
day before the Close of Escrow.  Buyer
will notify the utility companies that all utility bills for the period
commencing on the Close of Escrow are to be sent to Buyer.  Seller shall be entitled to receive a return
of any utility deposits deposited by Seller with utility companies for the
Property and Buyer shall be responsible to arrange for substitute deposits with
the utility companies as may be required. 
If following the Close of Escrow either Buyer or Seller receives a bill
for utilities or other services provided to the Property for the period in
which the Close of Escrow occurred, Buyer and Seller will equitably prorate the
bill, which obligation shall survive the Close of Escrow.  13.4  Method
of Proration.  All prorations will be made as of the date of Close of
Escrow based on a 365 day year or
a 30 day month, as
applicable.  14.Disbursements
and Other Actions by Escrow Holder: 
At the Close of Escrow, Escrow Holder will promptly undertake all of the
following:  14.1  Funds.  Disburse all funds deposited with Escrow
Holder by Buyer in payment of the Purchase Price for the Property as follows:  (a)deliver to
Seller the Purchase Price, less the amount of all items, costs and prorations
chargeable to the account of Seller; and  (b)disburse
the remaining balance, if any, of the funds deposited by Buyer to Buyer, less
amounts chargeable to Buyer.  14.2  Recording.  Cause the Grant Deed to be recorded with the
County Recorder and obtain conformed copies thereof for distribution to Buyer
and Seller.  14.3  Title
Policy.  Direct the Title Company to
issue the Title Policy to Buyer.  14.4  Delivery
of Documents to Buyer or Seller. 
Deliver to Buyer the FIRPTA Affidavit and any other documents (or copies
thereof) deposited into Escrow by Seller (except Buyer shall not be entitled to
receive copies of any organizational documents of Seller).  Deliver to Seller any other documents (or
copies thereof) deposited into Escrow by Buyer (except Seller shall not be
entitled to receive copies of any organizational documents of Buyer).  19


15.Joint Representations and Warranties:  In addition to any express agreements of the
parties contained herein, the following constitute representations and
warranties of the parties each to the other:  15.1  Authority.  Each party has the legal power, right and
authority to enter into this Agreement and the instruments referenced herein,
and to consummate this transaction.  15.2  Actions.  All requisite action (corporate, trust,
partnership or otherwise) has been taken by each party in connection with the
entering into of this Agreement, the instruments referenced herein, and the
consummation of this transaction.  No
further consent of any partner, shareholder, creditor, investor, judicial or
administrative body, governmental authority or other party is required.  15.3  Due
Execution.  The individuals executing
this Agreement and the instruments referenced herein on behalf of each party
and the partners, officers or trustees of each party, if any, have the legal
power, right, and actual authority to bind each party to the terms and
conditions of those documents.  15.4  Valid
and Binding.  This Agreement and all
other documents required to close this transaction are and will be valid,
legally binding obligations of and enforceable against each party in accordance
with their terms, subject only to applicable bankruptcy, insolvency,
reorganization, moratorium laws or similar laws or equitable principles
affecting or limiting the rights of contracting parties generally.  16.Sellers Warranties and Representations:  Seller makes the following representations,
covenants and warranties and acknowledges that Buyer will rely on such
representations, covenants and warranties in entering into this Agreement and
in acquiring the Property, each of which will survive the Closing for a period
of 1 year; provided that any
claims must be made in writing to Seller within the 1 year period.  16.1  Lease.  Intentionally deleted.  16.2  Non-Foreign
Entity.  Seller is not a foreign person within the meaning of
Section 1445(f)(3) of the Internal Revenue Code.  16.3  Person
With Most Knowledge.  As of the
Effective Date, OBrien is the person employed by Seller who has the most
knowledge regarding the Property.  16.4  Owner
of Property.  Seller is the owner of
the Property and has the full right, power and authority to sell, convey and
transfer the Property to Buyer as provided herein.  16.5  Compliance.  To the Actual Knowledge of Seller, Seller has
not received any notice of the following: 
(i) any aspect or condition of the Property violates applicable
laws, rules, regulations, codes or covenants, conditions or restrictions; (ii) any
improvements or alterations were made to the Property without a permit where
once was required; or (iii) any unfulfilled order or directive of any
applicable governmental agency or casualty insurance company requiring any
investigation, remediation, repair, maintenance or improvement to be performed
on the Property.  20


16.6  Actions, Suits or
Proceedings.  .  To the Actual Knowledge of Seller, there are
no actions, suits or proceedings pending or threatened before any commission,
board, bureau, agency, arbitrator, court or tribunal that would affect the
Property or the right to occupy or utilize the same.  16.7  Pre-Closing
Covenants.  So long as this Agreement
remains in full force and effect:  (a)Without the prior written consent of Buyer
(which consent shall be at the sole discretion of Buyer), Seller will not
convey any interest in the Property and will not subject the Property to any
additional liens, encumbrances, covenants, conditions, easements, rights of way
or similar matters after the date of this Agreement which will not be
eliminated prior to the Close of Escrow.  (b)Seller will not make any material
alterations to the Property without Buyers prior written consent, which will
be at Buyers sole discretion.  (c)Seller will maintain the Property in
substantially the same condition as of the Effective Date, ordinary wear and
tear excepted, and manage the Property in accordance with Sellers established
practices.  (d)Seller will keep and perform all of the
obligations to be performed by Seller under any leases or contracts. 
After the Effective Date, Seller will not enter into any contract or agreement
providing for the provision of goods or services to or with respect to the
Property or the operation thereof unless such contracts or agreements can be
terminated without penalty by the Closing Date, without prior written consent
of Buyer (which will be at Buyers sole discretion).  Seller will not enter into any new leases for
any portion of the Property or extend the terms of any existing leases without
Buyers written consent, which will be at Buyers sole discretion.  Seller shall terminate, on or before the
Close of Escrow, all contracts for the provision of goods or services with
respect to the Property, unless Buyer agrees in writing to the assume the same
(the election of which shall be at Buyers sole discretion), provided that
Buyer agrees to enter into the Declarants Rights Assignment (but in no event
shall Buyers agreement to enter into the Declarants Rights Assignment
prohibit Buyer from objecting to or disapproving, during the Due Diligence
Period, matters related to the Declaration of Covenants, Conditions and
Restrictions for Calabasas Commerce Center II dated March 6, 1996).  Notwithstanding anything to the contrary
within this provision, this provision shall not apply to the Lease contemplated
in this Agreement and any services, contracts or similar agreements related
thereto, provided that the all such services, contracts and similar agreements
are terminated as of the expiration or earlier termination of the Lease.  17.Condemnation and
Destruction:  17.1  Eminent Domain or Taking.  If proceedings under a power of eminent
domain relating to the Property or any part thereof are commenced prior to
Close of Escrow, Seller will promptly inform Buyer in writing.  21


(a)If such proceedings involve the taking of
title to all or a material interest in the Property, Buyer may elect to
terminate this Agreement by notice in writing sent within 10 days
of Sellers written notice to Buyer, in which case the Deposit and any interest
accrued thereon, less the Independent Consideration and Buyers one-half share
of cancellation costs (if any) charged by Escrow Holder and Title Company, will
be returned to Buyer, and neither party will have any further obligation to or
rights against the other except any rights or obligations of either party which
are expressly stated to survive termination of this Agreement.  (b)If the proceedings do not involve the taking
of title to all or a material interest in the Property, or if Buyer does not
elect to terminate this Agreement, this transaction will be consummated as
described herein and any award or settlement payable with respect to such
proceeding will be paid or assigned to Buyer upon Close of Escrow.  (c)If this sale is not consummated for any
reason, any condemnation award or settlement will belong to Seller.  17.2  Damage or Destruction.  Except as provided in this Section, prior to
the Close of Escrow the entire risk of loss of damage by earthquake, flood,
landslide, fire or other casualty is borne and assumed by Seller.  If, prior to the Close of Escrow, any part of
the Improvements is damaged or destroyed by earthquake, flood, landslide, fire
or other casualty, Seller will promptly inform Buyer of such fact in writing
and advise Buyer as to the extent of the damage and whether it is, based on the
opinion of a licensed contractor mutually approved by Seller and Buyer (the mutually approved licensed contractor), material or not material (as
such term is defined below).Seller and Buyer shall attempt to agree upon
such mutually approved licensed contractor using their best good-faith
efforts.  If Seller and Buyer fail to
reach agreement within five (5) business days after the date of such
casualty, then either party may, upon at least five (5) days prior
written notice to the other party, request the Presiding Judge of the Los
Angeles County Superior Court, acting in his private and nonjudicial capacity,
to appoint a licensed contractor (who shall meet the criteria set forth below
in Section 17.2(d)(i)) to act as the mutually approved licensed
contractor for purposes of determining whether or not the applicable damage is
material.  (a)If such damage or destruction is material, Buyer has the option to terminate this Agreement
upon written notice to the Seller given not later than 10 days
after receipt of Sellers written notice to Buyer advising of such damage or
destruction.  (b)For purposes hereof, material
is deemed to be any damage or destruction to the Improvements where the cost of
repair or replacement is estimated by the mutually approved licensed contractor
to be more than ten percent (10%) of the Purchase
Price of the Property and will take more than 60 days
to repair.  (c)If this Agreement is so terminated, the
provisions of Section 5 will govern.  (d)If
Buyer does not elect to terminate this Agreement, or if the casualty is not
material, the Purchase Price shall be reduced by the value reasonably estimated
by the mutually approved licensed contractor to repair or restore the damaged
portion of the Improvements (the  22


Purchase Price Reduction Amount);
provided, however, each party shall have the right to object to the Purchase
Price Reduction Amount determined by the mutually approved licensed contractor
by sending the other party written notice thereof within five (5) business
days after the objecting partys receipt of notice of the Purchase Price
Reduction Amount.  A partys failure to
timely object to the mutually approved licensed contractors Purchase Price
Reduction Amount shall constitute such partys approval thereof.  If either party timely objects to the
mutually approved licensed contractors Purchase Price Reduction Amount, then
Seller and Buyer shall attempt to agree upon such Purchase Price Reduction
Amount using their best good-faith efforts. 
If Seller and Buyer fail to reach agreement within five (5) business
days after the initial objection to the mutually approved licensed contractors
Purchase Price Reduction Amount (the Outside Agreement Date),
then each party shall submit to the other party a separate written
determination of the Purchase Price Reduction Amount within five (5) business
days after the Outside Agreement Date, and such determinations shall be
submitted to arbitration in accordance with clauses (i) through (vii),
below.  Failure of Seller or Buyer to
submit a written determination of such Purchase Price Reduction Amount within
such five (5) business day period shall conclusively be deemed to be the
non-determining partys approval of such Purchase Price Reduction Amount
submitted within such five (5) business day period by the other party.  (i)Seller and Buyer shall each appoint one
arbitrator who shall by profession be an independent contractor licensed in the
State of California who has no financial interest in Seller or Buyer, who has
no ongoing relationship with Seller or Buyer and who shall have been active
over the five (5) year period ending on the date of such appointment in
the construction of improvements comparable to the Improvements in the
metropolitan Los Angeles, California area. 
The determination of the arbitrators shall be limited solely to the
issue of whether Sellers or Buyers submitted Purchase Price Reduction Amount
is the closest to the total cost reasonably estimated by the arbitrators to
repair or restore the damaged portion of the Improvements to the condition
existing prior to the applicable casualty. 
Each such arbitrator shall be appointed within ten (10) days after
the Outside Agreement Date.  (ii)The two (2) arbitrators so appointed shall within five (5) business
days after the date of the appointment of the last appointed arbitrator agree
upon and appoint a third arbitrator who shall be qualified under the same
criteria as set forth hereinabove for qualification of the initial two (2) arbitrators,
except that the third arbitrator shall not have been previously engaged by
Seller or Buyer for any purpose.  (iii)The three (3) arbitrators shall conduct a hearing within ten (10) business
days after the appointment of the third arbitrator and within ten (10) business
days thereafter reach a decision as to which of the Sellers or Buyers
submitted Purchase Price Reduction Amount is closest to the total cost
reasonably estimated by the arbitrators to repair or restore the damaged
portion of the Improvements to the condition existing prior to the applicable
casualty, and the arbitrators shall use whichever of Sellers or Buyers
submitted Purchase Price Reduction Amount is closest thereto and shall notify
Seller and Buyer thereof.  (iv)The decision of the majority of the three (3) arbitrators shall be
binding upon Seller and Buyer.  23


(v)If either Seller or Buyer fails to appoint an arbitrator within ten (10) business
days after the Outside Agreement Date, the arbitrator appointed by one of them
shall reach a decision, notify Seller and Buyer thereof, and such arbitrators
decision shall be binding upon Seller and Buyer.  (vi)If the two (2) arbitrators fail to agree upon and appoint a third
arbitrator within the time period provided above in clause (ii), then the
parties shall mutually select the third arbitrator.  If Seller and Buyer are unable to agree upon
the third arbitrator within five (5) business days, then either party may,
upon at least five (5) days prior written notice to the other party,
request the Presiding Judge of the Los Angeles County Superior Court, acting in
his private and nonjudicial capacity, to appoint the third arbitrator (who
shall meet the criteria set forth above in clause (i)).  Following the appointment of the third
arbitrator, the panel of arbitrators shall perform in accordance with the
provisions set forth above in clause (iii).  (vii)The cost of the arbitrators and the arbitration proceeding shall be
paid by Seller and Buyer equally, except that each party shall pay for the cost
of its own witnesses and attorneys.  (e)If, prior to the Close
of Escrow, any part of the Available Personal Property is damaged or destroyed
by earthquake, flood, landslide, fire or other casualty, Seller will promptly
inform Buyer of such fact in writing and advise Buyer as to the extent of
damage to the Available Personal Property and
the Purchase Price shall be reduced by the lesser of (i) the replacement
value of the damaged Available Personal Property, or (ii) One Hundred
Thousand Dollars ($100,000.00).  Seller
and Buyer shall use their best good-faith efforts to agree upon the replacement
value of the damaged Available Personal Property.  (f)Whether or not the sale of the Property is
consummated hereunder, all rights to insurance claims or proceeds in respect of
damage or destruction to the Improvements occurring prior to the Close of
Escrow will belong to Seller.  (g)If, prior
to the Close of Escrow, any part of the Improvements or Available Personal
Property is damaged or destroyed by earthquake, flood, landslide, fire or other
casualty and this Agreement is not terminated pursuant to the provisions
hereinabove, then, notwithstanding anything to the contrary herein, the Closing
Date shall be the later of the following dates: 
(i) the date that would have otherwise been the Closing Date had no
casualty occurred; or (ii) the date which is five (5) business days
after the date on which amount by which the Purchase Price shall be reduced
pursuant to the provisions set forth above in this Section 17 is finally
determined in accordance with such provisions.  18.Available Personal
Property.Seller represents and
warrants to Buyer that Exhibit G
attached hereto sets forth all of all of the equipment, furniture, fixtures and
other personal property owned by Seller and located on the Real Property as of
the Effective Date (the Available Personal
Property), except that Available Personal Property does not include
Sellers proprietary equipment and other personal property.  Buyer shall have the right to notify Seller
in writing, not later than five (5) business days prior to the Closing Date,
as to which Available Personal Property (if any) that Buyer desires Seller to
remove from the Property (the Buyer Excluded Property).  Upon the expiration or termination of the
Lease, Seller shall remove the Buyer Excluded Property  24


within the time
period set forth in the Lease.  Seller
shall duly execute and deliver to Buyer a bill of Sale (Bill of Sale)
in the form attached to this Agreement as Exhibit D,
pursuant to which Seller conveys the Personal Property to Buyer.  The obligations set forth in this Section 18
shall survive the Close of Escrow.  19.Hazardous Substances:  19.1  Definitions.  For the purposes of this Agreement, the
following terms have the following meanings:  (a)Environmental Law
means any law, statute, ordinance or regulation pertaining to health,
industrial hygiene or the environment including, without limitation CERCLA (Comprehensive Environmental Response, Compensation
and Liability Act of 1980) and RCRA (Resources
Conservation and Recovery Act of 1976).  (b)Hazardous Substance
means any substance, material or waste which is or becomes designated,
classified or regulated as being toxic or hazardous or a pollutant or
which is or becomes similarly designated, classified or regulated, under any
Environmental Law, including asbestos, petroleum and petroleum products.  (c)Environmental Audit
means an environmental audit, review or testing of the Property performed by
Buyer or any third party or consultant engaged by Buyer to conduct such study.  19.2  Sellers Representations and Warranties:  PURSUANT TO THE TERMS OF SECTION 10 ABOVE,
BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE
MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR
HEREIN IS MADE ON AN AS-IS, WHERE-IS CONDITION AND BASIS WITH ALL
FAULTS.  IT IS UNDERSTOOD AND AGREED THAT
THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT THE
PROPERTY IS SOLD BY SELLER AND PURCHASED BY BUYER SUBJECT TO THE FOREGOING.  19.3  Notices
Regarding Hazardous Substances.  From
the Effective Date through the Closing Date, Seller will promptly notify Buyer
if to the Actual Knowledge of Seller there may be any Hazardous Substance on
the Property, or in the soil, groundwater or soil vapor on or under the
Property, or that Seller or the Property may be subject to any threatened or
pending investigation by any governmental agency under any law, regulation or
ordinance pertaining to any Hazardous Substance.  19.4  Environmental
Release.  No Seller Party will be
liable to Buyer, and Buyer hereby releases each Seller Party from any and all
liability, for any third party claims or any other claims (including claims by
Buyer) under any federal, state or local law which are attributable to any  25


environmental
condition whatsoever; provided, however, Buyer shall not be deemed to release
Seller from any breach of its obligations under Section 19.3.  The provisions of Sections 19.4 will survive the Close of
Escrow.  The provisions of this Section 19.4
are not intended to diminish in any way the release set forth in Article 10
above.  19.5  Environmental
Audit.  If during the Due Diligence
Period Buyer elects to perform an Environmental Audit:  (a)The Environmental Audit will be conducted
pursuant to standard quality control/quality assurance procedures and in
accordance with Section 23.  Buyer
will give Seller at least 2 business days
prior notice of any on-site testing of soil or subsurface conditions.  (b)If any report is prepared as the result of
the Environmental Audit, such report will be conspicuously labeled as a draft,
and Buyer will promptly give Seller a copy of the draft report.  Prior to the Closing, Buyer will keep the
report and the information contained therein confidential and will not disclose
it to any person or entity without Sellers prior written consent; provided,
however, that Buyer may furnish a copy of said report to any proposed lender in
connection with prosecution of an application for a mortgage loan and to any
person or entity contemplating an investment in the Property as a partner or
permitted assignee of Buyer, or to Buyers broker, counsel and any other
consultant engaged in, or commenting upon the results of, said report.  (c)If Buyer elects during the Due Diligence
Period not to acquire the Property or if the Closing fails to occur for any
reason other than a default by Seller, then Buyer will deliver all copies of
the report to, and they will become the property of, Seller, and Buyer will not
disclose to any party the contents of the report except pursuant to valid legal
process or with the written consent of Seller.  (d)Any ground water, soil or other samples
taken from the Property will be properly disposed of by Buyer at Buyers sole
cost and in accordance with all applicable laws.  20.  Confidentiality:  Unless otherwise agreed to in writing by
Seller and Buyer, each party will keep confidential all documents, financial
statements, reports or other information provided to, or generated by the other
party relating to the Property (excluding such documents, statements, reports
or information provided to Seller under Section 9.1(a)) and will not disclose
any such information to any person other than (i) those employees and agents of
Seller or Buyer; (ii) those who are actively and directly participating in the
evaluation of the Property and the negotiation and execution of this Agreement
or financing of the purchase of the Property, (iii) governmental, administrative,
regulatory or judicial authorities in the investigation of the compliance of
the Property with applicable legal requirements, and (iv) as required for a
party to comply with SEC regulations. 
However, Buyer expressly covenants and agrees that it will not disclose
any code compliance, environmental or other regulatory matters to governmental
or other authorities without the express prior written approval by Seller.  Upon any termination of this Agreement for
any reason, Buyer will promptly return to Seller copies of all documents or
other information pertaining to the  26


Property provided
to Buyer by Seller, including, without limitation, pursuant to Section 9.  The provisions of this Section will
survive the termination of this Agreement other than by Closing.  21.Notices:  All notices or other communications required
or permitted hereunder must be in writing, and must be personally delivered
(including by means of professional messenger service) or sent by overnight
courier, providing evidence of delivery to the addresses set forth in Section 1.  All
notices sent shall be deemed received on the date delivered as evidenced by a
receipt of delivery or other record of delivery.  22.Broker:  Subject to the completion of the transactions
contemplated herein and the Close of Escrow, Seller will pay Sellers Broker a
commission pursuant to a separate agreement between Seller and Sellers
Broker.  Subject to the completion of the
transactions contemplated herein and the Close of Escrow, Buyer will pay Buyers
Broker a commission pursuant to a separate agreement between Buyer and Buyers
Broker.  Seller represents and warrants
to Buyer, and Buyer represents and warrants to Seller, that no broker or finder
has been engaged by them, respectively other than the Broker(s) whose name(s) appear
in Section 1, in connection with any of the transactions contemplated by
this Agreement, or to its knowledge is in any way connected with any of such
transactions.  Buyer will indemnify, save
harmless and defend Seller from any liability, cost, or expense arising out of
or connected with any claim for any commission or compensation made by any
person or entity claiming to have been retained or contacted by Buyer in
connection with this transaction, other than the Broker(s).  Seller will indemnify, save harmless and
defend Buyer from any liability, cost, or expense arising out of or connected
with any claim for any commission or compensation made by any person or entity
claiming to have been retained or contacted by Seller in connection with this
transaction, other than the Broker(s). 
This indemnity provision will survive the Closing or any earlier
termination of this Agreement.  23.Entry:  Upon Sellers consent (which shall be in
Sellers reasonable discretion) Buyer and Buyers representatives, agents and
designees will have the right, at reasonable times and upon reasonable notice
to Seller, (which notice must describe the scope of the planned testing and
investigations) to enter upon the Property, in connection with Buyers proposed
purchase of the Property.  However, Buyer
agrees that:  (a)all tests and investigations will be at
Buyers sole cost and expense;  (b)the persons or entities performing such
tests and investigations will be properly licensed and qualified and will have
obtained all appropriate permits therefor to the extent required by any
governmental agency having jurisdictional authority;  (c)Seller has the right of approval (which will
be at Sellers sole and absolute discretion) of any proposed physical testing or
drilling or any other invasive inspection;  (d)Buyer will advise Seller in advance of the
dates of all tests and investigations and will schedule all tests and
investigations during normal business hours whenever feasible unless otherwise
requested by Seller;  27


(e)Seller will have the right to have a
representative of Seller accompany Buyer and Buyers representatives, agents or
designees while they are on the Property;  (f)any entry by Buyer, its representative,
agents or designees will not interfere with Sellers or any tenants use of the
Property;  (g)Buyer will indemnify, defend and hold Seller
harmless for, from and against any and all claims, damages, costs, liabilities
and losses (including mechanics liens) arising out of any entry by Buyer or
its agents, designees or representatives; provided,
however, Buyer shall not have any obligation to indemnify or defend Seller from
claims, damages, costs, liabilities or losses resulting from (i) the
discovery of any pre-existing adverse condition at the Property as a result of
such inspections and investigations, or (ii) the negligence or willful
acts of any Seller Parties; and  (h)Buyer will restore any damage caused to the
Property by Buyer or Buyers representatives, agents, contractors or
consultants at Buyers sole cost and expense if this transaction does not
close.  Until restoration is complete,
Buyer will take all steps necessary to ensure that any conditions on the
Property created by Buyers testing will not interfere with the normal
operation of the Property or create any dangerous, unhealthy, unsightly or
noisy conditions on the Property.  In addition, prior
to any entry involving physical or invasive testing, drilling or other
disturbance, Buyer will obtain, maintain and provide Seller, or shall cause any
consultant, contractor or other person entering the Property to obtain,
maintain and provide Seller, with proof of comprehensive general liability
insurance in the amount of at least $1,000,000.00 combined, single limit
coverage, naming Seller as an additional insured and with coverages reasonably
satisfactory to Seller.  The foregoing
indemnity provision will survive the Closing or any earlier termination of this
Agreement.  24.Legal and Equitable
Enforcement of this Agreement:  24.1  Default by Seller.  In the event the Close of Escrow and the
consummation of the transaction contemplated by this Agreement do not occur by
reason of default by Seller (provided Buyer gave Seller written notice of same
and Seller failed to cure such default within five (5) days after Buyers
notice), Buyer as its sole remedy will be entitled to either (i) the
return of its Deposit and any interest accrued thereon (less the Independent
Consideration) and Sellers reimbursement to Buyer of Buyers reasonable,
documented out-of-pocket expenses incurred in connection with the transaction;
provided, however, that such out-of-pocket expenses shall not exceed five percent
(5%) of the Purchase Price; or (ii) pursue an action for the specific
performance of this Agreement, but only if Buyer files such specific
performance action within thirty (30) days afterthe scheduled Closing Date and Buyer diligently prosecutes such action
to completion.  Buyer shall not be
entitled to record or file a notice of lis pendens or notice of pendency of
action or similar notice against any portion of the Property other than in
connection and concurrently with the filing of such specific performance
action.  The provisions of this Section 24.1
shall not be deemed to waive or limit Buyers rights and remedies for Sellers
failure to perform its obligations which, by the express terms of this
Agreement, survive the Close of Escrow.  28


24.2  Default
by Buyer.  IN THE EVENT THE CLOSING
AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS
HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, BUYER AND SELLER AGREE THAT
IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES
SUFFERED BY SELLER AS A RESULT OF BUYERS FAILURE TO COMPLETE THE PURCHASE OF
THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT THE LIQUIDATED DAMAGES
PROVIDED FOR IN THIS SECTION (I.E., THE DEPOSIT IN THE AMOUNT OF $500,000 PLUS ANY ACCRUED INTEREST THEREON)
REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A
RESULT OF SUCH FAILURE AND SUCH LIQUIDATED DAMAGES SHALL BE SELLERS SOLE
REMEDY AS A RESULT OF ANY DEFAULT OF BUYER; PROVIDED, HOWEVER THAT THIS
PROVISION WILL NOT LIMIT SELLERS RIGHTS UNDER SECTION 26.6, NOR WAIVE OR
AFFECT BUYERS INDEMNITY OBLIGATIONS AND SELLERS RIGHTS TO THOSE INDEMNITY
OBLIGATIONS UNDER THIS AGREEMENT, NOR WAIVE OR AFFECT SELLERS RIGHT TO
SPECIFICALLY ENFORCE (WITHOUT DAMAGES) BUYERS OBLIGATIONS TO RETURN OR PROVIDE
TO SELLER DOCUMENTS, REPORTS OR OTHER INFORMATION PROVIDED TO OR PREPARED BY OR
FOR BUYER PURSUANT TO APPLICABLE PROVISIONS OF THIS AGREEMENT.  THEREFORE, BUYER AND SELLER DO HEREBY AGREE
THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER
IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE
PROPERTY IS AN AMOUNT EQUAL TO THE DEPOSIT (I.E., $500,000 PLUS
ANY ACCRUED INTEREST THEREON).  SAID
AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS
AGREEMENT BY BUYER.  THE PAYMENT OF SUCH
AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN
THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO
CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE
SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA
CIVIL CODE SECTION 3389.  UPON DEFAULT BY
BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR BUYERS INDEMNITY AND
OTHER SPECIFIC OBLIGATIONS EXPRESSLY SET FORTH ABOVE WHICH MAY BE ENFORCED BY
SELLER (IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF BUYERS DEPOSIT AS
PROVIDED HEREUNDER), NEITHER PARTY WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS
HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH
LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDER.  Buyers Initials: /s/ JKSellers Initials: /s/ PB  25.Assignment:  Buyer will not assign this Agreement without
obtaining Sellers prior written consent, which consent may be withheld by
Seller in its sole and absolute discretion for any reason whatsoever; provided,
however, that Buyer may assign this Agreement, without Sellers consent, to an
Affiliate (as hereinafter defined).  For
purposes hereof, (a) Affiliate shall mean (i) an entity which
acquires all or substantially all of the assets of Buyer, (ii) a
corporation, partnership, limited liability company or other entity that
controls, is controlled by or is under common  29


control with
Buyer, and/or (iii) an entity created by a merger with Buyer, and (b) control
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a person or entity,
whether by the ownership of voting securities, by contract or otherwise.  If Buyer desires to assign this Agreement to
an Affiliate as permitted hereinabove without Sellers consent, Buyer shall
provide Seller with notice thereof no later than five (5) business days
prior to the Close of Escrow and a copy of the applicable assignment and
assumption agreement between Buyer and such Affiliate.  Any assignment of this Agreement (whether to
an Affiliate or a non-Affiliate) will not release Buyer from any of its
obligations under this Agreement.  The
following additional provisions shall apply to an assignment of this Agreement
to a non-Affiliate:  25.1Any
attempted assignment without Sellers prior written consent will, at Sellers
option, be voidable and constitute a material breach of this Agreement.  25.2If Seller
consents to such an assignment, the assignment will not be effective against
Seller until Buyer delivers to Seller a fully executed copy of the assignment
instrument, which instrument must be satisfactory to Seller in both form and
substance and pursuant to which the assignee assumes and agrees to perform for
the benefit of Seller the obligations of Buyer under this Agreement, and
pursuant to which the assignee makes the warranties and representations
required of Buyer under this Agreement and such other representations and
warranties as Seller may reasonably require.  26.Miscellaneous:  26.1  Counterparts.  This Agreement may be executed in
counterparts.  Either party may deliver
its signature hereto by telecopy or electronic mail.  Escrow Holder and any party that receives an
executed signature page hereto from another party by telecopy or via electronic
mail may rely upon said signature page as if it was a signed original.  26.2  Partial
Invalidity.  If any provision of this
Agreement is determined to be invalid, illegal or unenforceable, the remaining
provisions of this Agreement shall remain in full force and effect as long as the
essential terms of this Agreement for each party remain valid, binding and
enforceable.  26.3  Possession
of the Property.  Seller will deliver
possession of the Property to Buyer upon the Close of Escrow subject to the
Lease.  26.4  Waivers.  No waiver of any breach of any covenant or
provision contained herein will be deemed a waiver of any preceding or
succeeding breach thereof, or of any other covenant or provision contained
herein.  No extension of time for performance
of any obligation or act will be deemed an extension of the time for
performance of any other obligation or act except those of the waiving party,
which will be extended by a period of time equal to the period of the delay.  26.5  Successors
and Assigns.  This Agreement is
binding upon and inures to the benefit of the permitted successors and assigns
of the parties hereto.  30


26.6  Professional Fees.  In the event of the bringing of any action,
arbitration or suit by a party hereto against another party hereunder by reason
of any breach of any of the covenants, agreements or provisions on the part of
the other party arising out of this Agreement, then in that event the
prevailing party will be entitled to have the recovery of and from the other
party all costs and expenses of the action, arbitration or suit, including,
without limitation, reasonable attorneys fees, witness fees and any other
professional fees resulting therefrom.  26.7  Entire Agreement.  This Agreement (including all Exhibits
attached hereto) constitutes the entire contract between the parties hereto
with respect to the subject matter hereof and may not be modified except by an
instrument in writing signed by the party to be charged.  26.8  Time of Essence.  Seller and Buyer hereby acknowledge and agree
that time is strictly of the essence with respect to each and every term,
condition, obligation and provision hereof.  26.9  Construction.  This Agreement has been prepared by Seller
and its professional advisors and reviewed by Buyer and its professional
advisers.  Seller and Buyer and their
respective advisors believe that this Agreement is the product of all of their
efforts, that it expresses their agreement and that it should not be
interpreted in favor of or against either Buyer or Seller.  The parties further agree that this Agreement
will be construed to effectuate the normal and reasonable expectations of a
sophisticated Seller and Buyer.  26.10  Governing Law.  The parties hereto expressly agree that this
Agreement will be governed by, interpreted under, and construed and enforced in
accordance with the laws of the State in which the Property is located, without
resort to choice of law principles.  26.11  Survival.  All obligations of the parties contained
herein which by their terms do not arise until after the Close of Escrow and
any other provisions of this Agreement which by their terms survives the Close
of Escrow, shall survive the Close of Escrow.  26.12  Wear and Tear.  Buyer specifically acknowledges that Seller
will continue to use the Property in the course of its business and accepts the
fact that reasonable wear and tear will occur after the date of this
Agreement.  Buyer specifically agrees
that Seller is not responsible for repairing such reasonable wear and tear and
that Buyer is prohibited from raising such wear and tear as a reason for not
consummating this transaction or for requesting a reduction in the Purchase
Price.  26.13  No Recordation.  No memorandum or other document relating to
this Agreement will be recorded without the prior written consent of Seller,
and any such consent or approval will be conditioned upon Buyer providing Seller
with a quitclaim deed fully executed and acknowledged by Buyer, quitclaiming
any and all interests that it may have in the Property to Seller, which
quitclaim deed Seller may record in the event that this Agreement is terminated
or the transaction contemplated herein is not consummated.  26.14  Buyer OFAC
Representations.  Buyer and each of
its subsidiaries, predecessors, agents, direct and indirect owners and their
respective affiliates has at all applicable times been, is now and will in the
future be, in compliance with U.S. Executive Order 13224 (Order) and  31


no action,
proceeding, investigation, charge, claim, report or notice has been filed,
commenced or threatened against any of them alleging any failure to so
comply.  Neither Buyer nor any of its
respective agents, subsidiaries or other affiliates has knowledge or notice of
any fact, event, circumstance, situation or condition which could reasonably be
expected to result in (i) any action, proceeding, investigation, charge,
claim, report or notice being filed, commenced or threatened against any of
them alleging any failure to comply with the Order, or (ii) the imposition
of any civil or criminal penalty against any of them for any failure to so
comply.  Neither Buyer nor its partners
are included in the OFAC List set forth in the Order or 31 CFR Ch V (Part 595)
Appendix A.  26.15  Seller OFAC
Representations.  Seller and each of
its subsidiaries, predecessors, agents, direct and indirect owners and their
respective affiliates has at all applicable times been, is now and will in the
future be, in compliance with the Order and no action, proceeding,
investigation, charge, claim, report or notice has been filed, commenced or
threatened against any of them alleging any failure to so comply.  Neither Seller nor any of its respective
agents, subsidiaries or other affiliates has knowledge or notice of any fact,
event, circumstance, situation or condition which could reasonably be expected
to result in (i) any action, proceeding, investigation, charge, claim,
report or notice being filed, commenced or threatened against any of them
alleging any failure to comply with the Order, or (ii) the imposition of
any civil or criminal penalty against any of them for any failure to so
comply.  Neither Seller nor its partners
are included in the OFAC List set forth in the Order or 31 CFR Ch V (Part 595)
Appendix A.  26.16  Not an
Offer; Last Date for Submission. 
Sellers delivery of unsigned copies of this Agreement is solely for the
purpose of review by the party to whom delivered, and neither the delivery nor
any prior communications between the parties, whether oral or written, will in
any way be construed as an offer by Seller, nor in any way imply that Seller is
under any obligation to enter the transaction which is the subject of this
Agreement.  The signing of this Agreement
by Buyer constitutes an offer which will not be deemed accepted by Seller
unless and until Seller has signed this Agreement and delivered a duplicate
original to Buyer.  26.17  Dispute
Resolution.  (a)Mediation.  The parties agree to mediate any dispute or
claim arising between them out of this agreement, or any resulting transaction,
before resorting to arbitration or court action.  Notwithstanding anything to the contrary in
this Agreement, the provisions set forth below in Section 26.17(b)(ii) shall
apply to mediation.  Mediation fees, if
any, shall be divided equally among the parties involved.  If for any dispute or claim to which this paragraph
applies, any party commences an action without first attempting to resolve the
matter through mediation or refuses to mediate after a request has been made,
then that party shall not be entitled to recover attorney fees, even if they
would otherwise be available to that party in any such action.  (b)Arbitration.  (i)Seller and Buyer
agree that any dispute or claim in law or equity arising between them out of
this Agreement or any resulting transaction, which is not settled  32


through mediation, shall be decided by neutral,
binding arbitration, subject to subsection (ii) below.  The arbitrator shall be a retired judge or an
attorney with significant commercial real estate transactional experience, unless
the parties mutually agree to a different arbitrator, who shall render an award
in accordance with substantive California law. 
The parties shall have the right to discovery in accordance with
California Code of Civil Procedure § 1283.05.  In all other respects, the arbitration shall
be conducted in accordance with Title 9 of Part III of the California Code
of Civil Procedure.  Judgment upon the
award of the arbitrator(s) may be entered into any court having
jurisdiction.  Interpretation of this
agreement to arbitrate shall be governed by the Federal Arbitration Act.  (ii)Notwithstanding
anything to the contrary in this Agreement, the following matters are excluded
from mediation and arbitration:  (a) an
unlawful detainer action; and (b) any matter that is within the
jurisdiction of a probate, small claims or bankruptcy court.  In addition, without limitation of the
foregoing and notwithstanding anything to the contrary in this Agreement, the
filing of a court action to enable the recording of a notice of pending action,
for order of attachment, receivership, injunction or other provisional
remedies, shall not constitute a waiver of the mediation and/or arbitration
provisions set forth in this Section 26.17.  NOTICE:  BY
INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT
OF THE MATTERS INCLUDED IN THE ARBITRATION OF DISPUTES PROVISION SET FORTH
ABOVE DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE
GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT
OR JURY TRIAL.  BY INITIALING IN THE
SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL,
UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE ARBITRATION OF DISPUTES
PROVISION SET FORTH ABOVE.  IF YOU REFUSE
TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE
COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL
PROCEDURE.  YOUR AGREEMENT TO THIS
ARBITRATION PROVISION IS VOLUNTARY.  WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE
TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE ARBITRATION OF
DISPUTES PROVISION SET FORTH ABOVE TO NEUTRAL ARBITRATION.  SELLERS INITIALS:
  /s/ PB
  
  BUYERS INITIALS:
  /s/ JK[Remainder of
  Page Intentionally Left Blank]  33


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the respective dates set forth below.  SELLER
  
  BUYERCountrywide Home
  Loans, Inc.,
  a New York corporation
  
  DTS, INC.,
  a Delaware corporationBy:
  /s/ Patrick
  Benten
  
  By:
  /s/ Jon E.
  KirchnerIts:
  Managing
  Director
  
  Its:
  President &
  CEODate:
  August 29,
  2008
  
  Date:
  August 29,
  2008  34


EXHIBIT A  LEGAL DESCRIPTION OF REAL PROPERTY  PARCEL 1:  THAT PORTION OF PARCEL MAP 6 OF PARCEL MAP NO. 21801, IN THE CITY OF
CALABASAS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED BOOK
263 PAGES 78 TO 84 INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER
COUNTY, SAID PORTION BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:  COMMENCING AT THE SOUTHEAST CORNER OF SAID PARCEL 6, OF SAID PARCEL
MAP;  THENCE, NORTHERLY, ALONG THE EASTERLY LINE OF SAID PARCEL 6, NORTH 10°02 20 EAST
277.00 FEET TO THE POINT OF BEGINNING;  THENCE, NORTH 79°57 40 WEST, 116.92 FEET;  THENCE, NORTH 40°48 03 WEST, 61.47 FEET;  THENCE, NORTH 88°31 08 WEST, 118.01 FEET
TO A POINT ON A NON-TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS OF 1350
FEET; A RADIAL LINE TO SAID POINT BEARS SOUTH 88°31 08 EAST, SAID POINT
BEING ON THE EASTERLY RIGHT OF WAY OF LAS VIRGENES ROAD (100 FEET WIDE), SAID
POINT ALSO BEING A POINT ON THE WESTERLY LINE OF SAID PARCEL 6;  THENCE ALONG THE LINES OF SAID PARCEL 6, THE FOLLOWING FOUR (4) COURSES;  1)  NORTHERLY, ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 3°48 34, AN ARC LENGTH
89.76 FEET TO A POINT ON A REVERSE CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS
OF 27.00 FEET; RADIAL LINE TO SAID POINT BEARS SOUTH 8°40 18 WEST;  2)  THENCE, NORTHEASTERLY ALONG
SAID CURVE THROUGH A CENTRAL ANGLE OF 87°07 48, AN ARC LENGTH OF
41.06 FEET TO A POINT OF TANGENCY;  3)  THENCE, NORTH 84°48 06 EAST,
114.75 FEET TO A POINT ON A TANGENT CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF
958.00 FEET; A RADIAL LINE TO SAID POINT BEARS NORTH 5°11 54 WEST;  4)  THENCE, EASTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 10°11 42, AN ARC LENGTH OF
170.46 FEET TO THE NORTHEAST CORNER OF SAID LOT 6;  1


THENCE SOUTHERLY, ALONG THE EASTERLY LINE OF SAID LOT 6, SOUTH 10°02 20 WEST,
201.47 FEET TO THE POINT OF BEGINNING.  SAID LAND IS ALSO SHOWN AS PARCEL A OF THE CERTIFICATE OF COMPLIANCE
FOR LOT LINE ADJUSTMENT CERTIFICATE NO.98-04, RECORDED JULY 23, 1998 AS
INSTRUMENT NO. 98-1259521 OF OFFICIAL RECORDS.  EXCEPT FROM A PORTION OF SAID LAND HEREINABOVE DESCRIBED ONE-HALF OF
THE OIL, MINERAL AND SUBSURFACE RIGHTS IN SUBJECT PROPERTY, PROVIDED, HOWEVER,
M. LOUISE CLAWSON DOES NOT EXCEPT RESERVED FOR HERSELF OR HER HEIRS, EXECUTORS,
ADMINISTRATORS AND ASSIGNS ANY RIGHT TO ENTER UPON SAID LAND OR THE SURFACE
THEREOF OR ANY PARTIAL RECONVEYANCE THEREOF RECORDED THEREOF FOR THE PURPOSE OF
PROSPECTING, EXPLORING, DEVELOPING, DRILLING, PRODUCING, MINING OR FOR ANY
OTHER PURPOSES, AS RESERVED IN DEED BY LOUISE M. CLAWSON, RECORDED AUGUST 12,
1955 IN BOOK 48634 PAGE 321 OF SAID OF OFFICIAL RECORDS.  ALSO EXCEPT FROM A PORTION OF SAID LAND HEREINABOVE DESCRIBED ALL OIL,
OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS AND OTHER
HYDROCARBONS BY WHATSOEVER NAME KNOWN MAY BE WITHIN OR UNDER THE PARCELS
OF LAND HEREINABOVE DESCRIBED TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING,
MINING, EXPLORING AND OPERATING THEREFORE AND REMOVING THE SAME FROM SAIL OR
ANY OTHER LANDS, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND
MINE FROM LAND OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS,
TUNNELS AND SHAFTS INTO, THROUGH ACROSS THE SUBSURFACE OF THE DIRECTIONALLY
DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH BEYOND THE EXTERIOR LIMITS
THEREOF AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN: OPERATE ANY
SUCH WELLS OR MINES WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND 00
THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE LANDS
HEREINABOVE DES OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY
HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS AS EXCEPTED BY BOB HOPE, WHO
ACQUIRED TITLE AS LESTER T. HOPE AND DOLORES HOPE HUSBAND AND WIFE IN DEED RECORDED
JANUARY 23, 1963 AS INSTRUMENT NO. 1480 IN BOOK D1895; PAGE 337 OF OFFICIAL
RECORDS.  PARCEL 2:  PARCEL 7 AND THAT PORTION OF PARCEL 6 OF PARCEL MAP NO. 21801, IN THE
CITY OF CALABASAS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED
IN BOOK 263 PAGES 78 TO 84 INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY, SAID PORTION BEING MORE PARTICULARLY DESCRIBED
AS FOLLOWS:  COMMENCING AT THE SOUTHEAST CORNER OF SAID PARCEL 6, OF SAID PARCEL
MAP;  2


THENCE, ALONG THE LINES OF PARCEL 7 AND THE WESTERLY LINE OF PARCEL 6
OF SAID PARCEL MAP, THE FOLLOWING NINE (9) COURSES:  1)  SOUTH 79°57 40 EAST,
12.99 FEET TO A POINT ON A TANGENT CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS
OF 111.11 FEET; A RADIAL LINE TO SAID POINT BEARS NORTH 10°02 20 EAST;  2)  THENCE, SOUTHEASTERLY ALONG
SAID CURVE THROUGH A CENTRAL ANGLE OF 52°49 57, AN ARC LENGTH OF
102.45 FEET TO A POINT OF TANGENCY;  3)  THENCE, SOUTH 27°07 43 EAST,
87.75 FEET;  4)  THENCE, SOUTH 62°52 17 WEST,
14.68 FEET;  5)  THENCE, SOUTH 54°59 13 WEST,
339.64 FEET;  6)  THENCE, SOUTH 78°30 51 WEST,
261.48 FEET TO A POINT OF CUSP ON A CURVE CONCAVE EASTERLY HAVING A RADIUS OF
950.00 FEET; A RADIAL LINE TO SAID POINT BEARS NORTH 75°23 58 WEST;  7)  THENCE, NORTHERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 5°43 02, AN ARC LENGTH OF
94.80 FEET TO A POINT OF TANGENCY;  8)  THENCE, NORTH 20°19 04 EAST,
225.22 FEET TO A TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS OF 1350.00
FEET;  9)  THENCE, NORTHERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 18°50 12, AN ARC LENGTH OF
443.83 FEET, A RADIAL LINE TO WHICH POINT BEARS SOUTH 88°31 08 EAST;  THENCE, LEAVING THE WESTERLY LINE OF LOT 6, SOUTH 88°31 08 EAST,
118.01 FEET;  THENCE, SOUTH 40°48 03 EAST, 61.47 FEET;  THENCE, SOUTH 79°57 40 EAST, 116.92 FEET
TO A POINT IN THE EASTERLY LINE OF SAID PARCEL 6, DISTANT NORTH 10°02 20 EAST,
277.00 FEET FROM THE POINT OF BEGINNING;  THENCE, SOUTHERLY, ALONG THE SAID EASTERLY LINE, SOUTH 10°02 20 WEST,
277.00 THE POINT OF BEGINNING.  SAID LAND IS ALSO SHOWN AS PARCEL B OF THE CERTIFICATE OF COMPLIANCE
FOR LOT LINE ADJUSTMENT CERTIFICATE NO.98-04, RECORDED JULY 23, 1998 AS
INSTRUMENT NO. 98-1259521 OF OFFICIAL RECORDS.  3


EXCEPT FROM A PORTION OF SAID LAND HEREINABOVE DESCRIBED ONE-HALF OF
THE OIL, MINERAL AND SUBSURFACE RIGHTS IN SUBJECT PROPERTY, PROVIDED, HOWEVER,
M. LOUISE CLAWSON DOES NOT EXCEPT RESERVED FOR HERSELF OR HER HEIRS, EXECUTORS,
ADMINISTRATORS AND ASSIGNS ANY RIGHT TO ENTER UPON SAID LAND OR THE SURFACE
THEREOF OR ANY PARTIAL RECONVEYANCE THEREOF RECORDED THEREOF FOR THE PURPOSE OF
PROSPECTING, EXPLORING, DEVELOPING, DRILLING, PRODUCING, MINING OR FOR ANY
OTHER PURPOSES, AS RESERVED IN DEED BY LOUISE M. CLAWSON, RECORDED AUGUST 12,
1955 IN BOOK 48634 PAGE 321 OF SAID OF OFFICIAL RECORDS.  ALSO EXCEPT FROM A PORTION OF SAID LAND HEREINABOVE DESCRIBED ALL OIL,
OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS AND OTHER
HYDROCARBONS BY WHATSOEVER NAME KNOWN MAY BE WITHIN OR UNDER THE PARCELS
OF LAND HEREINABOVE DESCRIBED TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING,
MINING, EXPLORING AND OPERATING THEREFORE AND REMOVING THE SAME FROM SAIL OR
ANY OTHER LANDS, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND
MINE FROM LAND OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS,
TUNNELS AND SHAFTS INTO, THROUGH ACROSS THE SUBSURFACE OF THE DIRECTIONALLY DRILLED
WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH BEYOND THE EXTERIOR LIMITS THEREOF
AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN: OPERATE ANY SUCH
WELLS OR MINES WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND 00
THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE LANDS
HEREINABOVE DES OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY
HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS AS EXCEPTED BY BOB HOPE, WHO
ACQUIRED TITLE AS LESTER T. HOPE AND DOLORES HOPE HUSBAND AND WIFE IN DEED
RECORDED JANUARY 23, 1963 AS INSTRUMENT NO. 1480 IN BOOK D1895; PAGE 337 OF
OFFICIAL RECORDS.  Assessors Parcel Number:2052-043-020 & 021  4


EXHIBIT B  FORM OF DEED  RECORDING
  REQUESTED BY ANDWHEN RECORDED
  MAIL TO:Attention:MAIL TAX
  STATEMENTS TO:Same as above(Above Space For
  Recorders Use Only)GRANT DEED  FOR A VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED,
Countrywide Home Loans, Inc, a New York corporation, hereby grants to DTS, Inc.,
a Delaware corporation, the real property in Los Angeles County, State of
California, 5220 Las Virgenes Road, Calabasas, California,
and described in Exhibit A attached hereto and made a part hereof (the Property),
together with all improvements, easements, rights of way and appurtenances
thereto.  This conveyance is subject to non-delinquent taxes and assessments, and
all matters of record and off-record affecting the Property, including without
limitation matters which could be ascertained by an inspection or survey of the
Property.  Grantor disclaims any and all
express or implied warranties regarding the Property other than the implied
warranties stated in Section 1113 of the California Civil Code.  DATED: Effective
  as of                           ,
  200Countrywide Home
  Loans, Inc., a New York
  corporationBy:Title:  1


ACKNOWLEDGMENT  STATE OF
  CALIFORNIA
  )) ss.COUNTY OF
  )  On
                                  ,
before me                                                                                 ,
a Notary Public in and for said County and State, personally appeared
                                                ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the
instrument.  I certify under PENALTY OF PERJURY under the laws of the State of
California that the foregoing paragraph is true and correct.  WITNESS my hand and official seal.  Signature:(Notary Seal)  2


EXHIBIT C  Sellers FIRPTA Affidavit  CERTIFICATION OF NON-FOREIGN STATUS  Section 1445 of the Internal Revenue Code provides that a
transferee of a U.S. real property interest must withhold tax if the transferor
is a foreign person.  To inform the
transferee that withholding of tax is not required upon the disposition of a
U.S. real property interest by Countrywide Home Loans, Inc., a New York
corporation. (Transferor), the undersigned
hereby certifies the following on behalf of Transferor:  1.Transferor
is not a foreign corporation, foreign partnership, foreign trust and foreign
estate (as those terms are defined in the Internal Revenue Code and Income Tax
Regulations);  2.Transferors
U.S. employer identification number is
                ;
and  3.Transferors
office address is
                                  .  Transferor understands that this certification may be disclosed to the
Internal Revenue Service by transferee and that any false statement contained
herein could be punished by fine, imprisonment or both.  Under penalties of perjury I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct
and complete, and I further declare that I have authority to sign the document
on behalf of the Transferor.  Dated:
                            ,
  200
  
  Countrywide Home
  Loans, Inc, a New York
  corporationBy:Title:  1


EXHIBIT D  BILL OF SALE  For good and valuable consideration, the receipt of which is hereby
acknowledged, Countrywide Home Loans, Inc, a New York corporation (Seller) does hereby sell, transfer, and convey to DTS, Inc.,
a Delaware corporation (Buyer), all of
the equipment, furniture, fixtures and other personal property more
particularly described on Exhibit A attached hereto (collectively, the Personal Property).  Without waiver of the express representations and warranties of Seller
set forth in that certain Agreement of Purchase and Sale of Joint Escrow
Instructions dated
                        ,
2008 (the Purchase Agreement), by and
between Seller and Buyer, Buyer accepts such personal property in its AS-IS
condition and WITH ALL FAULTS.  Seller
specifically disclaims all express or implied warranties regarding the
existence or condition of, or title to, such personal property, including
without limitation the implied warranties of merchantability and suitability
for a particular purpose; provided, however, notwithstanding the foregoing,
Seller hereby represents and warrants to Buyer that (i) Seller has no
knowledge that anyone has any right to possession of any of the Personal
Property, other than Bank of America under that certain lease agreement entered
into pursuant to the terms of the Purchase Agreement (which right shall
terminate upon the expiration or termination of such lease agreement), and (ii) Seller
has no knowledge of any liens or encumbrances affecting the Personal Property.  Date:
                          ,200Countrywide Home
  Loans, Inc, a New York corporationBy:Title:By:Title:  1


EXHIBIT A TO BILL OF SALE  2


EXHIBIT E  GENERAL ASSIGNMENT
AGREEMENT  THIS GENERAL
ASSIGNMENT AGREEMENT (Assignment),
is made as of the           
day of
                              ,
2008, by and between COUNTRYWIDE HOME LOANS, INC., a New York corporation (Assignor), and DTS, INC., a Delaware
corporation (Assignee).  WITNESSETH:  Assignor
is the owner of that certain land (the Land)
located in the City of Los Calabasas, County of Los Angeles, State of
California more particularly described in Exhibit A attached
hereto, and all rights, privileges and easements appurtenant to the Land (the Appurtenances), and all buildings and
other improvements thereon (the Improvements).  The Land, the Appurtenances and the
Improvements are hereinafter referred to collectively as the Real Property.  The Real Property is being conveyed by
Assignor to Assignee pursuant to a grant deed (Grant Deed) of on or about even date herewith.  NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:  1.Assignor hereby
grants, assigns, transfers, conveys and delivers to Assignee (to the extent
assignable and on a non-warranty basis)
all of Assignors right, title, interest, benefits and privileges in and to the
following described property (collectively, the Rights):  (a)All plans, drawings and
specifications (including as-built plans) relating to any or all of the Real
Property;  (b)All governmental
permits, applications, consents, authorizations, approvals, variances, waivers,
development rights and agreements, certificates of occupancy, licenses and
other entitlements relating to any or all of the Real Property;  (c)All general intangibles
relating to the development or use of the Real Property, including, without
limitation, construction and equipment warranties (including, without
limitation, all warranties afforded by
the general contractor(s) responsible for the construction of the
Improvements); and  (d)All mineral rights relating to any or all of the Real Property.  2.Assignee hereby accepts the grant,
assignment, transfer, conveyance and delivery of the Rights set forth in
Paragraph 1 hereof, effective as of the recordation of the Grant Deed.  3.This Assignment shall
be binding upon and inure to the benefit of the successors, assigns, personal
representatives, heirs and legatees of the respective parties hereto.  1


4.In the event of the
bringing of any action or suit by a party hereto against another party
hereunder by reason of any breach of any of the covenants, conditions,
agreements or provisions on the part of the other party arising out of this
Assignment, then in that event the prevailing party shall be entitled to have
and recover of and from the other party all costs and expenses of the action or
suit, including reasonable attorneys fees.  5.This Assignment shall
be governed by, interpreted under, and enforced and construed in accordance
with the laws of the State of California.  6.This Assignment may
be executed in multiple counterparts, each of which shall be deemed an
original, but all of which together shall constitute but one and the same
instrument.  IN
WITNESS WHEREOF, the parties hereto have executed this instrument as of the
date first hereinabove written.  Assignor
  COUNTRYWIDE HOME
  LOANS, INC.,a New York
  corporationBy:Its:Assignee
  DTS, INC.,a Delaware
  corporationBy:Its:  2


EXHIBIT
A TO GENERAL ASSIGNMENT AGREEMENT  LEGAL DESCRIPTION  1


EXHIBIT F  LEASE  [SEE ATTACHED]  1


LEASE AGREEMENT  between  DTS, Inc.,
a Delaware corporation (Landlord)  and  COUNTRYWIDE HOME LOANS, INC.,
a New York corporation (Tenant)  Dated as of [TO BE DATED AS OF THE CLOSING DATE]


TABLE OF CONTENTS  PageARTICLE
  1 DEFINITIONS; HEADINGS
  11.01
  Definitions
  11.02
  Captions
  11.03
  Table of Contents
  1ARTICLE
  2 DEMISE; TITLE
  22.01
  Demise of Premises
  22.02
  Title and Condition
  22.03
  Common Areas
  22.04
  Equipment Room
  3ARTICLE
  3 TERMS
  33.01
  Term Commencement
  33.02
  Term
  4ARTICLE 4 RENT
  44.01
  Base Rent
  44.02
  Additional Rent
  44.03
  Landlord Expenditures
  44.04
  Utilities
  44.05
  Rental; Late Charge
  44.06
  Successor
  5ARTICLE
  5 FULL SERVICE GROSS LEASE
  55.01
  Full Service Gross Lease
  55.02
  No Termination; No Abatement
  5ARTICLE
  6 PAYMENT OF TAXES, ASSESSMENTS, ETC. (IMPOSITIONS)
  56.01
  Impositions
  56.02
  Taxes and Other Charges for Which Tenant Is Directly
  Responsible
  6ARTICLE
  7 USE, MAINTENANCE, ALTERATIONS, REPAIRS, ETC.
  67.01
  Services and Maintenance by Landlord
  67.02
  Abatement Event
  97.03
  Intentionally deleted
  97.04
  Use of Demised Premises
  97.06
  Signage
  107.07
  Use of Parking Facilities
  107.08
  Tenants Duty of Repair and Replacement; Indemnification
  107.09
  Alterations
  117.10
  Waste
  127.11
  Compliance with Law
  127.12
  Landlord Not Liable
  127.13
  Entry; Security Considerations
  137.14
  No Liens
  137.15
  Surrender
  137.16
  Landlord Lien Waiver
  14  i


ARTICLE
  8 CONTRACTION/EARLY TERMINATION RIGHTS
  148.01
  Contraction Rights
  148.02
  Holdover After Contraction Exercise Date
  148.03
  Early Termination Rights
  14ARTICLE
  9 INSURANCE
  159.01
  Coverage
  159.02
  Policies
  159.03
  Renewals
  169.04
  No Separate Insurance
  169.05
  Notifications to Landlord
  169.06
  INTENTIONALLY DELETED
  169.07
  Blanket Policies
  169.08
  Tenant Trade Fixtures
  169.09
  Failure to Maintain Insurance
  169.10
  Indemnity
  169.11
  Self Insurance
  17ARTICLE
  10 DAMAGE OR DESTRUCTION
  1810.01
  Damage; Insurance Proceeds
  1810.02
  No Abatement
  1810.03
  Waiver of Statutory Provisions
  18ARTICLE
  11 CONDEMNATION
  1911.01
  Substantial Taking
  1911.02
  Forty Percent or More Taking
  1911.03
  Award Payable to Landlord
  1911.04
  No Termination
  1911.05
  No Restoration Obligation
  1911.06
  Temporary Taking
  19ARTICLE
  12 ASSIGNMENT, SUBLETTING, ETC.
  2012.01
  Assignment and Subletting.
  2012.02
  No Release of Tenant
  2012.03
  Documents Required for Permitted Transfer
  20ARTICLE
  13 SUBORDINATION OF LEASE; NON-DISTURBANCE
  2113.01
  Subordination; Non-Disturbance
  2113.02
  Subordination of Mortgage
  21ARTICLE
  14 DEFAULT PROVISIONS
  2114.01
  Default; Remedies
  2114.02
  No Waiver
  2414.03
  Cure by Landlord
  2414.04
  Sublessees of Tenant
  2414.05
  Consent
  2414.06
  Landlord Default
  24ARTICLE
  15 BROKERAGE FEES AND COMMISSIONS
  24ARTICLE
  16 INTENTIONALLY DELETED
  25ARTICLE 17ENVIRONMENTAL MATTERS
  2517.01
  Environmental Covenants
  2517.02
  Definitions
  25  ii


17.03
  Landlords Rights
  2617.04
  Tenants Indemnification
  26ARTICLE
  18 QUIET ENJOYMENT
  2618.01
  Quiet Enjoyment
  26ARTICLE 19 ESTOPPELCERTIFICATES
  2719.01
  Estoppel Certificates
  27ARTICLE
  20 INVALIDITY OF PARTICULAR PROVISIONS  CONSTRUCTION
  2720.01
  Separability
  2720.02
  Governing Law
  27ARTICLE
  21 NOTICES
  27ARTICLE
  22 MISCELLANEOUS
  2822.01
  Holding Over
  2822.02
  No Merger
  2822.03
  Waiver of Trial by Jury
  2822.04
  Binding Effect
  2922.05
  Integration
  2922.06
  No Recording
  2922.07
  Attorneys Fees
  2922.08
  Satellite Installation
  2922.09
  Security
  2922.10
  Intentionally Deleted
  2922.11
  Time of Essence
  2922.12
  Landlord Exculpation
  2922.13
  Landlord Renovations
  3022.14
  Anti-Terrorism Laws
  3022.15
  Anti-Terrorism Laws
  30EXHIBIT
  A DEFINITIONSEXHIBIT
  B SITE PLANEXHIBIT
  C DEPICTION OF PROPERTYEXHIBIT
  D ESTOPPEL LETTEREXHIBIT
  E EQUIPMENT ROOM  iii


LEASE AGREEMENT  THIS LEASE AGREEMENT (the Lease) is dated the              day of           , 2008 [TO BE DATED AS OF THE
CLOSING DATE], between DTS, INC., a Delaware corporation (Landlord), and
COUNTRYWIDE HOME LOANS, INC., a New York corporation (Tenant).  RECITALS  A.Landlord
and Countrywide Home Loans, Inc., a New York corporation (Seller),
entered into that certain Purchase and Sale Agreement dated
              ,
2008 (the Purchase Agreement), pursuant to which Landlord acquired, among
other things, that certain real property more particularly described on Exhibit B
attached hereto (the Real Property) and all improvements located thereon,
including, but not limited to, that certain building containing approximately
85,948 square feet located at 5220 Las Virgenes Road, Calabasas, California
(the Building), which Building is more specifically depicted on the site plan
attached hereto as Exhibit C.  B.Prior to
the execution of this Lease, the Property (as defined in Exhibit A)
was occupied by and in the possession of Tenant, which is an affiliate of
Seller.  C.As
provided in the Purchase Agreement, Landlord and Tenant are entering into this
Lease, pursuant to which Landlord shall lease to Tenant, and Tenant shall lease
from Landlord, approximately 59,457 square feet of space on the entire second
(2nd) and third (3rd) floors of the Building (the Demised Premises), subject
to the terms and conditions set forth in this Lease.  AGREEMENTS  NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, Landlord and Tenant hereby agree as follows:  DEFINITIONS;
HEADINGS  I.Definitions. 
All terms with leading capitals used in this Lease, and all agreements
supplemental hereto, and not otherwise defined shall have the meanings ascribed
thereto in Exhibit A, unless the context otherwise requires.  II.Captions. 
The captions under the Article numbers and the Section headings of
this Lease are for convenience and reference only and in no way define, limit
or describe the scope or intent of this Lease nor in any way affect this Lease.  III.Table of Contents. 
The table of contents preceding this Lease, although under the same cover, is
for the purpose of convenience and reference only and is not to be deemed or
construed in any way as part of this Lease, nor as supplemental thereto or
amendatory thereof.  1


DEMISE; TITLE  I.Demise of Premises.  In
consideration of the rents and covenants herein stipulated to be paid and
performed, Landlord hereby demises and lets to Tenant, and Tenant hereby leases
from Landlord, the Demised Premises, upon the terms and conditions hereinafter
specified.  II.Title
and Condition.  The Demised Premises are demised and let subject to
the following (collectively, Existing Matters): (a) the existing state
of the title of the Property as of the Lease Commencement Date; (b) any state
of facts which an accurate survey or physical inspection of the Property might
show; (c) all zoning regulations, restrictions, rules and ordinances,
building restrictions and other laws and regulations, now in effect or
hereafter adopted by any governmental authority having jurisdiction; and (d) the
condition of the Property as of the Lease Commencement Date without
representation or warranty of any kind by Landlord.  TENANT
ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASE, LANDLORD
HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS,
WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES CONCERNING OR WITH
RESPECT TO (A) THE CURRENT NATURE, QUALITY OR CONDITION OF THE DEMISED
PREMISES, INCLUDING, WITHOUT LIMITATION, THE STRUCTURE AND CONDITION OF THE
IMPROVEMENTS AND THE WATER, SOIL AND GEOLOGY, (B) THE CURRENT SUITABILITY
OF THE DEMISED PREMISES AND/OR PROPERTY FOR ANY AND ALL ACTIVITIES AND USES
WHICH TENANT MAY CONDUCT THEREON, OR (C) THE CURRENT COMPLIANCE OF OR
BY THE DEMISED PREMISES AND/OR PROPERTY OR THEIR OPERATION WITH ANY LAWS,
RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR
BODY, INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT AND
ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION
THEREWITH.  TENANT FURTHER ACKNOWLEDGES
AND AGREES THAT BEING AN AFFILIATE OF THE PRIOR OWNER OF THE PROPERTY AND
HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE DEMISED PREMISES AND PROPERTY,
TENANT IS RELYING SOLELY ON ITS OWN INVESTIGATION.  TENANT FURTHER ACKNOWLEDGES AND AGREES THAT
THE DEMISED PREMISES ARE LEASED ON AN AS IS, WHERE IS CONDITION AND BASIS WITH
ALL FAULTS.  I.Common
Areas.  During the Lease Term, Tenant shall have the non-exclusive
right to use the common areas for the Building (collectively, Common Areas),
which may include, as applicable, driveways, walkways, the common corridors,
hallways, stairwells, elevators, restrooms, the main ground floor lobby and
other public or common areas located within the Property (excluding the roof);
provided, however, Tenants use of such Common Areas shall be:  (i) in common with Landlord and other
tenants in the Building and their employees, customers, agents, subtenants,
assignees, contractors, invitees and licensees; and (ii) subject to any
covenants, conditions and restrictions regarding the use thereof now or
hereafter recorded against the Real Property and such reasonable,
non-discriminatory rules,  2


regulations and restrictions as Landlord may make from
time to time (which shall be provided in writing to Tenant).  II.Equipment
Room.  During the Lease Term, Landlord grants Tenant the right to
install, operate and maintain, at Tenants sole cost and expense but free from
rent or other charge, in the Equipment Room located on the first (1st)
floor of the Building as depicted on Exhibit E hereto (the Equipment
Room) certain computer and telephone equipment of Subtenant, to connect to the
existing source of power located therein. 
Subject to the terms of this Lease, Tenant will have the right to access
the Equipment Room 24 hours per day, 7 days per week. Each party agrees to
refrain from, and to cause others within its control to refrain from,
accessing, disturbing or damaging the computer or telephone equipment of the
other party, and Landlord shall adhere to Tenants reasonable security and
privacy policies and procedures.  The
Equipment Room shall be deemed to be a part of the Demised Premises leased
to Tenant hereunder.  TERMS  I.Term
Commencement.  A.Lease
Term.  Subject to the terms,
covenants, agreements and conditions herein contained, Tenant shall have and
hold the Demised Premises commencing on the Lease Commencement Date and expiring
at midnight on January 31, 2009 (the Expiration Date).  B.Vacation
by Existing Occupant.  Tenant will
vacate the floors of the Building not included in the Demised Premises and the
common areas within the Building (collectively, the Vacated Areas) by the
Lease Commencement Date and surrender the same to Landlord in a broom clean
condition only (without any further obligation under this Lease) and will
consolidate its operations in the Demised Premises.  Upon such vacation by Tenant, Tenant shall
deliver (or shall cause Seller to deliver) to Landlord the keys to the Vacated
Areas and the Demised Premises.  However,
Landlord acknowledges and agrees that Tenant (and its employees, contractors
and agents) shall have the right (but not the obligation), upon providing
Landlord with reasonable prior written notice of entry together with the right
of Landlord to have Landlords employees and/or agents occupancy Tenant during
any such entry, to continue to have access to such Vacated Areas as may be
necessary for a period of the lesser of (i) sixty (60) days after the
Lease Commencement Date, or (ii) through the Expiration Date, in order to
disable or remove therefrom computer related equipment containing proprietary
information of Tenant from the Demised Premises (including, without limitation,
computers, CPUs and servers); provided, however, in no event shall Tenant have
any right to remove any Personal Property, as such term is defined in the
Purchase Agreement and subject to the Bill of Sale therein.  Furthermore, Tenant shall be liable for any
and all damage to the Property caused by Tenant, its agents, employees and
contractors, while exercising its vacation rights and removal of equipment
under this Section I.B.  In
exercising its rights under this Section 3.01(b), Tenant shall use good
faith effort to not unreasonably interfere with Landlords use of the Vacated
Areas.  3


C.Lease
Commencement Date.  The Lease
Commencement Date shall be the date on which the Property is conveyed to
Landlord, as evidenced by the recordation of a grant deed in the Official
Records of Los Angeles County, California.  II.Term. 
As used in this Lease, the phrase Lease Term shall mean the period commencing
on the Lease Commencement Date and ending on the Expiration Date, unless this
Lease is sooner terminated pursuant to the terms hereof.  RENT  I.Base
Rent.  Commencing on the Lease Commencement Date, Tenant covenants and
agrees to pay, without notice or demand, Base Rent to Landlord in an amount
equal to Two and 25/100 Dollars ($2.25) per square foot of the Demised Premises
per month, payable in equal consecutive monthly installments of One Hundred
Thirty-Three Thousand Seven Hundred Seventy-Eight and 25/100 Dollars ($133,778.25)
each, in advance on the first day of each and every month during the Lease
Term.  In the event the first and/or last
calendar month of the Lease Term is a partial month, the Base Rent payable for
that month shall be prorated on the basis of the actual number of days
contained in that applicable month.  The
Base Rent for the first (1st) full month of the Lease Term shall be paid by
Tenant to Landlord on the Lease Commencement Date.  II.Additional
Rent.  This Lease is a full service gross lease, and Tenant shall
therefore have no obligation to pay Tenants Proportionate Share of Operating
Expenses, except as set forth in Section I below.  III.Landlord
Expenditures.  Tenant shall reimburse Landlord for all expenditures
and all costs and expenses, including reasonable attorneys fees, made or
incurred by Landlord in curing any default by Tenant, as permitted by this
Lease, such amounts to become due upon the making of any such expenditures by
Landlord, and Tenant shall also pay to Landlord all amounts as and when due it
as reimbursements or indemnities pursuant to any Sections of this Lease.  IV.Utilities. 
Landlord shall procure from all appropriate utility providers all utility
services currently available to the Demised Premises as necessary for the
operation of the Demised Premises in the same condition as existing on the
Lease Commencement Date.  V.            Rental;
Late Charge.  The Base Rent and all
other amounts payable by Tenant to Landlord pursuant to the terms of this Lease
shall be collectively referred to in this Lease as Rental.  All Rental shall be paid as provided in this
Lease, without abatement, setoff or deduction, except as otherwise expressly
provided herein.  All Rental shall be
paid to Landlord in currency which at the time of payment is legal tender for
public and private debts in the United States of America, at Landlords address
or at such other place as Landlord may from time to time direct in
writing.  If any payment of Rental shall
not be received within five (5) days of Tenants receipt of written notice from
Landlord that such amounts are past due, then Tenant shall pay Landlord:  (i) a late charge of Five Cents ($.05) for
each overdue Dollar ($1.00) of Rental (i.e., 5% of the overdue amount); and
(ii) interest on the overdue amount at the Default  4


Rate from the date due until paid.  Each such late charge and default interest
shall be deemed immediately due and payable.Landlord covenants and agrees, as a condition
precedent to Tenants obligations under this Lease, to provide Tenant with a
complete, signed Form W-9 from Landlord contemporaneously with the
execution and delivery of this Lease.  VI.Successor. 
In the event that Landlords interest in this Lease shall pass or devolve upon
another, or in the event that one other than Landlord shall become entitled to
collect the rent, then in any such event notice of the fact shall be given to
Tenant by Landlord; or, if Landlord is an individual and shall have died or
became incapacitated, by Landlords executors, administrators or legal
representatives, together with due proof of the status of such executors,
administrators or legal representatives, and until such notice and proof Tenant
may continue to pay rent to the one to whom the last preceding installment of
rent was paid and each such payment shall fully exonerate Tenant to the extent
of the obligation to pay the same.  FULL SERVICE GROSS LEASE  I.Full
Service Gross Lease.  This Lease shall be deemed and construed to be a
Full Service Gross Lease and, except as otherwise expressly set forth in this
Lease, under no circumstances or conditions, whether now existing or hereafter
arising, or whether beyond the present contemplation of the parties, shall
Tenant be expected or required to make any payments of any kind whatsoever or
perform or make any maintenance, repairs, replacements, renovations or
improvements to or in respect of the Demised Premises, whether ordinary or
extraordinary, or be under any other obligation or liability hereunder except
as herein otherwise expressly set forth. 
In no event shall the foregoing provision be deemed to waive any of
Tenants obligations expressly set forth in this Lease.  II.No
Termination; No Abatement.  Unless otherwise specifically provided in
Sections I, 7.02 or I or in Articles 0 or 0, this Lease shall not terminate,
nor shall Tenant be entitled to the abatement of any rent hereunder or any
reduction thereof, nor shall the obligations of Tenant under this Lease be
otherwise affected, by reason of:  (i) any
damage to or the destruction of all or any part of the Demised Premises or
Property from whatever cause, or the Taking of the Demised Premises or Property
or any portions thereof, (ii) prohibition, limitation or restriction of
Tenants use of all or any part of the Demised Premises or Property, or the
interference with or prevention of such use by any person other than Landlord
or anyone claiming by, through or under Landlord, or (iii) any title
defect or encumbrance or any eviction by paramount title or otherwise unless
caused by Landlord or anyone claiming by, through or under Landlord.  PAYMENT OF TAXES,
ASSESSMENTS, ETC.
(IMPOSITIONS)  I.Impositions. 
Throughout the entire Lease Term, Landlord will pay, as and when due, all
Impositions which may be duly levied or assessed by Los Angeles County against
the  5


Demised Premises; provided, however, nothing contained
in this Section 6.01 shall make Landlord responsible for Impositions that
are the responsibility of the Seller under the Purchase Agreement.  II.Taxes
and Other Charges for Which Tenant Is Directly Responsible. 
Notwithstanding anything to the contrary in this Lease, Tenant shall pay, as
and when due, any and all taxes and/or assessments that are measured by or
reasonably attributable to the cost or value of Tenants equipment, furniture,
fixtures and other personal property located at the Property (specifically
excluding any Personal Property conveyed to Landlord pursuant to the Purchase
Agreement), and to the extent Landlord is required to pay any of the same in
connection with Landlords payment of the Impositions, then Tenant shall
reimburse Landlord therefor within ten (10) days after Landlords demand
therefor.  USE, MAINTENANCE,
ALTERATIONS, REPAIRS, ETC.  I.Services
and Maintenance by Landlord.  A.Landlord
shall be responsible for providing, repairing and maintaining the Property,
base building services (such as but not limited to fire life safety,
mechanical, electrical, utilities and all other common systems throughout the
Building), and the structure of the Property, Building, Parking Area, including
exterior and structural walls, foundations, roof (including roof membranes)
and required capital expenditures respecting the walls, foundations and roof
membranes (Landlords Maintenance); provided, however, notwithstanding
anything to the contrary in this Lease, in no event shall Landlord have any
repair, maintenance or other obligation with respect to the condition of the
Property as of the Lease Commencement Date (e.g., Landlord shall not be
obligated to fix anything that is broken as of the Lease Commencement Date) nor
shall Landlord have any obligation for any repairs, alterations or replacements
necessitated by the willful acts or negligence of Tenant, its agents or
employees for which costs Tenant shall be responsible.  Landlords Maintenance shall be at a standard
which is no less than the lesser of (i) the condition in which the
Building was maintained immediately prior to the Lease Commencement Date, or (ii) the
condition of other buildings similar to the Building located in Calabasas,
California (Comparable Buildings). 
Landlord shall not be required to furnish any services or facilities or
to make any repairs, replacements or alterations in or to the Demised Premises
throughout the Lease Term, except for those repairs, replacements or
alterations hereby provided for as Landlords Maintenance within this Section I
and for common area maintenance expenses, Tenant hereby assuming responsibility
for the condition, operation, repair, replacement, maintenance and management
of the Demised Premises, subject to the provisions of Articles 0 and 0 and
except for any such repairs, alterations or replacements necessitated by the
willful acts or negligence of Landlord, its agents or employees.  B.Landlord
shall not be in default under this Lease unless Landlord fails to perform
obligations required of Landlord within a reasonable time, but in no event
earlier than thirty (30) days after written notice by Tenant to Landlord and to
the holder of any first mortgage  6


or deed of trust covering the Demised Premises whose
name and address shall have theretofore been furnished to Tenant in writing,
specifying that Landlord has failed to perform such obligation; provided,
however, that if the nature of Landlords obligation is such that more than
thirty (30) days are required for performance then Landlord shall not be in
default if Landlord commences performance within such thirty (30) day period
and thereafter diligently prosecutes the same to completion.  In the event Landlord fails to commence
performance within thirty (30) days after such written notice from Tenant
(except in the case of emergencies (i.e., the imminent threat of loss of life,
serious injuries to persons or material damage to property), then within one (1) business
day after written notice by Tenant to Landlord), Tenant shall have the right to
perform such work as may be necessary to cure such default upon delivery of an
additional five (5) business days notice to Landlord that Tenant is
performing such work.  If such repairs
and/or maintenance were required under the terms of this Lease to be performed
by Landlord and are not performed by Landlord prior to the expiration of such
5-business day period (the Outside
Repair Period), then Tenant shall be entitled to perform such work and
to reimbursement by Landlord of Tenants actual, reasonable, and documented
costs and expenses in performing such maintenance and/or repairs.  Such reimbursement shall be made within
thirty (30) days after Landlords receipt of invoice of such costs and
expenses, and if Landlord fails to so reimburse Tenant within such 30-day
period, then Tenant shall be entitled to offset against the Rental payable by
Tenant under this Lease the amount of such invoice together with interest
thereon at the Default Rate, which shall have accrued on the amount of such
invoice during the period from and after Tenants delivery of such invoice to
Landlord through and including the earlier of the date Landlord delivers the
payment to Tenant or the date Tenant offsets such amount against the Rental;
provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord
delivers to Tenant prior to the expiration of the Outside Repair Period
described above, a written objection to Tenants right to receive any such
reimbursement based upon Landlords good faith claim that such work did not
have to be performed by Landlord pursuant to the terms of this Lease, or (ii) Landlord
delivers to Tenant, within thirty (30) days after receipt of Tenants invoice,
a written objection to the payment of such invoice based upon Landlords good
faith claim that such charges are excessive (in which case, Landlord shall
reimburse Tenant, within such 30-day period, the amount Landlord contends would
not be excessive), then Tenant shall not be entitled to such reimbursement or
offset against Rent, but Tenant, as its sole remedy, may proceed to institute
an arbitration proceeding through the American Arbitration Association to
determine and collect the amount, if any, of such reimbursement.  In the event Tenant prevails in such arbitration
and receives a monetary arbitration award against Landlord, then Landlord shall
pay such arbitration award to Tenant within thirty (30) days of date such
arbitration award is issued.  If such
arbitration award is not so paid, then, notwithstanding any contrary provision
of this Lease, Tenant shall be entitled to offset against the Rental payable
under this Lease the amount of such monetary arbitration award together with
interest which shall have accrued on such monetary arbitration award during the
period from and after the day after the date such monetary arbitration award
was issued through and including the date that Tenant offsets against the
Rental the amount of such monetary arbitration award, at the Default Rate.  In the event Tenant undertakes such repairs
and/or maintenance and such work will affect the Building systems and
equipment, any structural portions of the Building, any Common Areas or other
areas outside the Building and/or the exterior appearance of the Building or
other exterior portions of the Property, Tenant shall use only those unrelated
third party contractors used by Landlord in the Building (provided such
contractor information has been provided to Tenant in  7


writing prior to the default or within one (1) business
day of Tenants written request therefor) for such work unless such contractors
are unwilling or unable to perform such work at competitive prices, in which
event Tenant may utilize the services of any other qualified contractor which
normally and regularly performs similar work in Comparable Buildings.  Tenant shall comply with the other terms and
conditions of this Lease applicable to Alterations if Tenant takes the required
action, except that Tenant is not required to obtain Landlords consent for such
repairs.  Subject to the provisions of
this Section 7.01(b), Tenant hereby waives and releases its right to make
repairs at Landlords expense under Sections 1941 and 1942 of the
California Civil Code, or under any similar law, statute, or ordinance now or
hereafter in effect.  C.Landlord
shall furnish to Tenant and maintain (i) water (hot and cold) at those
points of supply provided for general use of occupants of the Building; (ii) heating,
ventilating and air-conditioning (HVAC) sufficient for normal comfort for
normal office use of the Demised Premises per the standards of the lesser of (i) the
condition of the Building as of the Lease Commencement Date, or (ii) those
in Comparable Buildings, Monday through Friday from 7:00 A.M. to 6:00 P.M.,
and Saturday from 8:00 A.M. to 2:00 P.M. (Business Hours); (iii) janitorial
service to the Common Areas on Business Days, pursuant to the Building standard
cleaning specifications; (iv) elevator service, in common with other
tenants and occupants, to the floor on which the Demised Premises are located; (v) replacement
of Building-standard light bulbs and fluorescent tubes, provided that the cost
of such bulbs and tubes shall be paid by Tenant; and (vi) electric
current, and utilities for the Building as necessary for general office
use.  Landlord shall maintain the common
areas of the Building in good order and condition.  If Tenant desires any of the services
specified in this Section 7.1 at any time other than times herein
designated, such services shall be supplied to Tenant upon the written request
of Tenant delivered to Landlord on the business day preceding such extra usage,
subject to the provisions set forth below in subsection (d).  D.Notwithstanding
anything to the contrary in this Lease, Tenant shall not, without Landlords
prior written consent, (i) use heat-generating machines, machines other
than normal fractional horsepower office machines, or equipment or lighting
other than currently existing in the Demised Premises, which may materially
affect the temperature otherwise maintained by the air conditioning system, or (ii) materially
increase the water normally furnished for the normal office use for the Demised
Premises by Landlord pursuant to the terms this Lease.  In addition, Tenant shall not use electricity
in the Demised Premises in excess of the capacity of the electricity feeders
and risers currently serving the Demised Premises.  If Tenant uses water materially in excess of
the quantities to be provided by Landlord for normal office use pursuant
subsection (c) above, or if Tenants consumption of electricity shall
exceed four (4) watts per usable square foot of the Demised Premises for
connected electrical load of 120/208 voltage power equipment and one (1) watt
per usable square foot of the Demised Premises for connected electrical load
for 277/480 voltage power equipment, calculated on an average annualized basis
for the Business Hours set forth above as reasonably determined by Landlord,
then Tenant shall pay to Landlord, within ten (10) days after billing, the
sum of (A) the actual cost of such excess consumption plus a ten percent
(10%) surcharge on such costs to cover Landlords administrative costs, plus (B) the
cost of the installation, operation, and maintenance of equipment which is installed
in order to supply such excess consumption. 
If Tenant uses HVAC in the Demised Premises during hours other than the
Business Hours, then the hourly  8


after-hours HVAC charge to Tenant therefor shall be
equal to Thirty-Five Dollars ($35.00) per floor per hour.  II.Abatement
Event.  In the event Tenant is
prevented from using, and does not use, the Demised Premises or any portion
thereof, as a result of any disruption, failure, lack or shortage of any
such service or utility listed herein due to any cause whatsoever (an Abatement
Event), then Tenant shall give
Landlord notice of such Abatement Event, and if such Abatement Event continues
uninterrupted for five (5) consecutive business days after Tenant gives
any such notice as provided in this Section 7.02 (the Eligibility
Period), then Tenant shall be
entitled to an abatement of Base Rent after the expiration of the Eligibility
Period for such period that Tenant continues to be so prevented from using, and does not use, the Demised Premises or a
portion thereof, in the proportion that the rentable area of the portion of the
Demised Premises that Tenant is prevented from using, and does not use, bears
to the total rentable area of the Demised Premises; provided, however, that if
Tenant is prevented from using, and does not use, a portion of the Demised
Premises for a period of time in excess of the Eligibility Period and the
remaining portion of the Demised Premises is not sufficient to allow Tenant to
effectively conduct its business therein, and if Tenant does not conduct its
business from such remaining portion, then for such time after expiration of
the Eligibility Period during which Tenant is so prevented from effectively
conducting its business therein, the Base Rent for the entire Premises shall be
abated for such time as Tenant continues to be so prevented from using, and
does not use, the Demised Premises.  Such
right to abate Base Rent shall be Tenants sole and exclusive remedy at law or in
equity as a result of an Abatement Event. 
To the extent Tenant is entitled to abatement without regard to the
Eligibility Period because of an event described in Articles 10 or 11 below,
then the Eligibility Period shall not be applicable..  III.Intentionally
deleted.  IV.Use
of Demised Premises.  A.During
the Lease Term, Tenants use of the Demised Premises shall be for a call
center, general office and administrative use or any other lawful use
consistent with Tenants business operations. 
Without limiting the provisions of this Section IV, or Sections 0,
or I, Tenant shall not use or occupy or permit the Demised Premises to be used
or occupied, nor do or permit anything to be done in or on the Demised
Premises, in whole or in part, in a manner which would in any way violate any
certificate of occupancy affecting the Demised Premises, or make void or
voidable any insurance then in force with respect thereto, or which may make it
impossible to obtain fire or other insurance thereon required to be furnished
by Tenant hereunder, or which may result in increases in insurance costs of
Landlord, or as will cause or be apt to cause structural injury to the
Improvements or any part thereof or adversely affect any Building systems or
equipment, or as will constitute a public or private nuisance, and shall not
use or occupy the Demised Premises in a manner which may violate any present or
future laws, regulations, ordinances or requirements of the Federal, State or
municipal governments, or of any departments, subdivision, bureaus or offices
thereof, or of any other governmental, public or quasi-public authorities now
existing or hereafter created, having jurisdiction in the Demised Premises;
provided, however, that Tenant may, in good faith (and wherever necessary in
the name of, but without expense to, the Landlord) contest the validity of any
such laws, regulations, ordinances or requirements and, pending the
determination of such contest, may postpone  9


compliance therewith, except that the Tenant shall not
so postpone compliance therewith if such postponement will subject the Landlord
to any fine or penalty or to prosecution for a crime.  Tenant will indemnify, defend and save
harmless Landlord, in Landlords individual as well as Landlords
representative capacity, if any, against any recovery or loss to which Landlord
may be subject or which Landlord may sustain, including reasonable attorney
fees and expenses incurred by Landlord arising from any breach of this covenant
or by reason of any action or proceedings which may be brought against Landlord
or against the Demised Premises, or any part thereof, by virtue of any
violation by Tenant of such laws, regulations, ordinances or requirements, and
except that Tenant shall not indemnify Landlord against the negligence or
willful acts of Landlord, its agents and employees.  B.Landlord
acknowledges that Tenant, for the benefit of itself and its Affiliates,
reserves and maintains the exclusive right to the Banking Use within the
Building during the Lease Term.  For
purposes of this section, the term Banking Use is defined as conducting
retail or wholesale banking operations, which include, but are not limited to,
receiving deposits or making loans to the general public, whether done by a
state bank, national bank, savings and loan institution, credit union,
investment brokerage firm, mortgage company, or other entity and whether
accomplished by means of full service, express service or motorbank facilities.  Except as aforesaid, so long as Tenant or its
Affiliates lease any portion of the Demised Premises pursuant to this Lease,
Landlord shall not lease, sublease, license, grant occupancy rights to or
permit any portion of the Building be used for any Banking Use by any person or
entity other than Tenant and its Affiliates.  7.05Continuous
Use.  Tenant shall not be required to occupy the Demised Premises or
conduct any business therein and neither failure to occupy or operate on the
Demised Premises, nor the abandonment of the Demised Premises by Tenant, shall
constitute an Event of Default or breach of this Lease by Tenant.  Signage. 
Tenant is permitted to maintain its existing signs on the Demised Premises,
including but not limited to, Tenants monument signs (if any) located on the
Building, provided that Tenant shall, at Tenants sole cost and expense, (i) repair
and maintain the same in a condition consistent with signage at Comparable
Buildings, and (ii) remove such existing signs at the end of the Lease
Term and repair any and all damage caused by such removal.  I.Use
of Parking Facilities.  Commencing on the Lease Commencement Date,
Tenant shall be entitled to use four (4) unreserved, undesignated spaces
per 1,000 square feet of the Demised Premises (the Parking Spaces), which
Parking Spaces shall be located in the Parking Area and available to Tenants
employees, customers, agents, contractors and other invitees on a first-come
basis.  The Parking Spaces shall be at no
additional cost or expense to Tenant. 
This Lease shall not create a bailment between the parties hereto.  Tenants use of the Parking Spaces shall be
subject to all applicable laws and any non-discriminatory rules and
regulations reasonably established from time to time by Landlord of which
Tenant is given written notice.  II.Tenants
Duty of Repair and Replacement; Indemnification.  Notwithstanding
anything to the contrary in this Lease, it is the intention of the parties that
Landlord shall have no obligation respecting the maintenance, replacement,
rebuilding and repair of the non-structural interior elements of the Demised
Premises or to make any alterations or renewals of any nature,  10


except for those maintenance responsibilities of Landlord
expressly set forth in Section I. 
To this end, Tenant shall take good care of the nonstructural portions
of the Demised Premises as now or as hereafter improved, make all repairs,
replacements, installations and renovations thereto, interior and exterior,
ordinary and extraordinary, foreseen and unforeseen, and shall maintain and
keep the said Demised Premises, excluding the Common Areas, in good order and
appearance, and first class repair and condition, subject to the provisions of Section I
and Articles 0 and 0 and except that Tenant shall not be responsible for
repairs necessitated by the willful acts or negligence of Landlord, its
employees and agents.  Tenant shall
indemnify, defend and hold Landlord harmless of and from any and all claims, demands,
liabilities, costs and expenses (including, but not limited to, reasonable
attorneys fees), upon or arising out of the failure of Tenant to perform the
covenants in this Section II. 
Tenant further shall keep the Demised Premises free and clear of any and
all mechanics liens or other similar liens or charges incidental to work done
or material supplied at the instance of Tenant in or about the Demised
Premises.  III.Alterations. 
Tenant may not make any Alterations without first procuring the prior written
consent of Landlord to such Alterations, which consent shall be requested by
Tenant not less than fifteen (15) Business Days prior to the commencement
thereof.  Landlord shall not unreasonably
withhold or delay its consent for any Alterations (provided that an Event of
Default does not exist), except that Landlord may withhold its consent, in its
sole and absolute discretion, with respect to such Alterations which affect (i) the
moving of any walls or improvements which Landlord intends to use in their
currently existing configuration following the termination or expiration of
this Lease, (ii) affect the structural components of the Building, and/or (iii) Building
systems and equipment.  In addition,
notwithstanding anything to the contrary in this Lease, in the event Landlord
consents to any Alterations, Landlord may condition its consent upon the
requirement that Tenant shall, at Tenants sole cost and expense, remove such
Alterations at the end of the Lease Term and repair any and all damage to the
Property caused by such removal.  Tenant
shall pay for all overhead, general conditions, fees and other costs and
expenses of the Alterations.  All
Alterations shall be subject, however, in all cases to the following:  A.no
Alterations shall be undertaken until Tenant shall have procured and paid for,
so far as the same may be required from time to time, all permits and
authorizations of all municipal departments and governmental subdivisions
having jurisdiction;  B.any
Alterations shall be made promptly (Unavoidable Delays excepted) and in a good
and workmanlike manner and in compliance with all applicable permits and
authorizations and building and zoning laws and with all other laws,
ordinances, orders, rules, regulations and requirements of all Federal, State
and municipal governments, departments, commissions, boards and officers, and
in accordance with the orders, rules and regulations of the Board of Fire
Underwriters or any other body or bodies hereafter exercising similar
functions;  C.the
cost of any such Alterations shall be paid in strict accordance with the terms
of payment provided in the contracts and subcontracts made with mechanics and
materialmen for labor and materials supplied to the Demised Premises;  11


D.            Builders Risk Insurance and general
liability insurance for the mutual benefit of Landlord and Tenant with limits
of not less than $5,000,000 in the event of bodily injury or death to one
person and not less than $10,000,000 in the event of bodily injury or death to
any number of persons in any one accident, and with limits of not less than
$5,000,000 for damages or injury to property with not more than $25,000
deductible, shall be maintained by Tenant at Tenants sole cost and expense at
all times when any substantial work is in progress in connection with any
Alterations.  All policies or
certificates therefor issued by the respective insurers, bearing notations
evidencing the payment of premiums or accompanied by other evidence
satisfactory to Landlord of such payment, shall be delivered to Landlord;  E.             Tenant shall utilize only
contractors, materials, mechanics and materialmen reasonably approved by
Landlord;  F.             the plans, specifications and
working drawings for any such Alterations shall be subject to Landlords
reasonable approval, but in no event shall Landlords approval thereof create
any responsibility or liability on the part of Landlord for their completeness,
design sufficiency, or compliance with all laws, rules and regulations of
governmental agencies or authorities;  IV.           Waste.  Tenant will not
do, permit or suffer any waste, damages or injury to or upon the Demised
Premises or any part thereof.  V.            Compliance with Law. 
Except in respect of repairs or replacements which are the responsibility of
Landlord under Section I, Tenant shall comply with and obey the direction
of, at its own expense during the Lease Term, all present and future laws,
acts, rules, requirements, orders, directions, ordinances and/or regulations,
ordinary or extraordinary, foreseen or unforeseen, concerning Tenants use of
the Demised Premises or any part thereof, of any federal, state, municipal or
other public department, bureau, officer or authority or any Board of Fire
Underwriters, or other body having similar functions, or of any liability, fire
or other insurance company having policies outstanding with respect to the
Demised Premises.  Tenant further shall
protect, hold harmless, defend and indemnify Landlord of and from all fines,
penalties, liabilities, costs, expenses (including, but not limited to,
reasonable attorneys fees), claim or claims for damages of every kind and
nature arising out of any failure to comply with any such laws, acts, rules,
requirements, orders, directions, ordinances and/or regulations described in
the preceding sentence.  VI.           Landlord Not Liable. 
Except as otherwise provided in this Lease, Landlord shall not be responsible
or liable for, and rent shall not abate by reason of, any damage or injury to
any property, fixtures, merchandise or decorations or to any person or persons
at any time on the Demised Premises or Property from fire, explosion, falling
plaster, broken glass, steam, gas or electricity or from water, rain or snow,
whether the same may leak into, issue or flow from any part of the Improvements
or from pipes, appliances or plumbing work of the same, or from the roof or
street or subsurface or any other place or quarter; nor shall Landlord be in
any way responsible or liable in case of any accident or injury including death
of or to any of Tenants servants, employees, agents, or to any person or
persons in or about the Demised Premises or Property or the streets, sidewalks
or vaults adjacent thereto, except to the extent caused by any willful act or
gross negligence of Landlord, its agents or employees; and Tenant agrees that
it  12


will not hold Landlord in
any way responsible or liable therefor (including, without limitation, any
damage to Tenants business) and will further indemnify, defend and hold
Landlord harmless from and against any and all claims, liability, penalties,
damages, expenses and judgments arising from any such injury or damage to
persons or property of any nature occurring during the term hereof, except that
Tenant will not indemnify, defend and save harmless Landlord from and against
any loss, damage or liability to the extent occasioned by any willful act or
negligence on the part of Landlord, its agents or employees.  VII.          Entry; Security Considerations. 
Tenant shall permit Landlord and its employees, agents and contractors to enter
the Demised Premises and all parts thereof (i) upon forty-eight (48)
hours prior notice (or without notice in an emergency if loss of life, injuries
to persons or damage to property is believed to be imminent), at all reasonable
times for any of the following purposes: to inspect the Demised Premises; to
maintain the Demised Premises; to make such repairs to the Demised Premises as
Landlord is obligated or may elect to make; to make repairs, alterations or
additions to any other portion of the Demised Premises.  The above mentioned rights of entry shall not
impose or imply any duty on the part of Landlord to make any such repairs or
perform any such work to the Demised Premises. 
With respect to any such entry which is not an emergency entry, Landlord
agrees not to unreasonably disturb Tenants use or enjoyment of the Demised
Premises, and to minimize disruption to Tenant as much as reasonably practical,
Landlord shall have such right of entry without any rebate of rent to Tenant
for any loss of occupancy or quiet enjoyment of the Demised Premises hereby
occasioned.  Notwithstanding the
foregoing, Landlord shall not be allowed access to any secured areas,
including, but not limited to, vaults or other areas where money or other
important documents are stored, without the presence of a representative of
Tenant.  Further, all access by Landlord
to the Demised Premises shall be in conformance with commercially reasonable
security policies and standards consistent with security procedures in effect
prior to the Lease Commencement Date.  VIII.        No Liens.  Notice is hereby
given that Landlord shall not be liable for any labor or materials furnished or
to be furnished to Tenant upon credit, and that no mechanics or other lien for
any such labor or materials shall attach to or affect the estate or interest of
Landlord in and to the Demised Premises. 
Whenever and as often as any such lien shall have been filed against the
Demised Premises based upon any action or interest of Tenant or any subtenant,
for or affecting any materials, machinery or fixtures used in the construction,
repair or operation thereof, or annexed thereto by Tenant or any subtenant,
Tenant shall forthwith take such action by bonding, deposit or payment as will
remove or satisfy the lien, which action shall be taken within fifteen (15)
Business Days from the date on which Tenant is first made aware of such lien.  IX.           Surrender.  Upon the
expiration or earlier termination (see Article 8)  of the Lease Term or on the sooner
termination thereof, Tenant shall peaceably and quietly leave, surrender and
yield up unto Landlord the Demised Premises in a broom clean condition and with
the Demised Premises in a condition at least equal to the condition existing on
the Lease Commencement Date (with any Alterations removed which Landlord has
required to be removed).  Upon any such
expiration of the term or earlier termination of the Lease, all leasehold
improvements within the Demised Premises, Alterations and other property then
located within the Demised Premises (other than Sellers computers, CPUs,
laptops, servers, files and other personal property which contains customer
information) shall become the property of Landlord.  13


Notwithstanding the
foregoing, no computer servers, CPUs, laptops, files or other personal property
which contains customer information (collectively, the Protected Items) shall
become the property of or shall be disposed of by Landlord and Tenant shall
remove all such Protected Items by the end of the Lease Term, and if Tenant
fails to so remove such Protected Items, then Landlord may arrange for storage
of the same at Tenants sole cost and expense for a period not less than thirty
(30) days, only after first providing an additional written notice to Tenant
and five (5) additional business days, and access during Landlords normal
business hours, for Tenant to retrieve said items, it being acknowledged by
both Landlord and Tenant that such items may contain sensitive, confidential
and/or proprietary information which is the subject of federal regulations as
to ownership, possession, storage, disposal, removal or other handling.  X.            Landlord Lien Waiver.  Notwithstanding
anything in the foregoing to the contrary, Landlord hereby specifically waives
and disclaims any and all rights to a landlord or other statutory or common law
lien upon the personal property of Tenant.  CONTRACTION/EARLY
TERMINATION RIGHTS  I.              Contraction Rights. 
Notwithstanding anything in this Lease to the contrary, so long as no material
Event of Default exists beyond any applicable notice and cure periods, Tenant
shall have the right, commencing on the day immediately after September 31,
2008, to reduce the Demised Premises (the Contraction Rights) in contiguous
full floor increments up to one hundred (100%) percent of the Demised Premises
(the Termination Space).  In no event
shall the Contraction Rights apply to less than an entire floor.  Tenant shall give Landlord not less than 15
days prior written notice of the exercise of its Contraction Rights, which
notice shall include a description of the Termination Space which Tenant
desires to surrender and the date on which Tenant shall vacate and surrender
such Termination Space (Contraction Exercise Date).  Upon such Contraction, Base Rent shall be
reduced in proportion to the square footage of the Termination Space.  II.            Holdover After Contraction
Exercise Date.  Should Tenant provide notice to Landlord of its intent
to vacate the Termination Space and subsequently fail to vacate the Termination
Space by the stated Contraction Exercise Date, Tenant shall be deemed a
holdover Tenant pursuant to Section I as to the Termination Space, and
shall be subject to any penalties and waivers specified in Section I as
they apply to the Termination Space.  III.           Early Termination Rights. 
Notwithstanding anything in this Lease to the contrary, so long as no material
Event of Default exists beyond any applicable notice and cure periods, Tenant
shall have the right, commencing on the day immediately after September 31,
2008, to terminate this Lease provided Tenant notifies Landlord in writing of
its intent to so terminate this Lease at least 15 days prior to the termination
date set forth in such notice (the Early Termination Date).  If Tenant exercises its right to so terminate
this Lease, this Lease and the Lease Term hereof shall end on the Early
Termination Date and Rental shall be apportioned and paid to the Early
Termination Date; provided, however, that those provisions of this Lease which
are designated to cover matters of termination and the period thereafter shall
survive the termination of this Lease.  14


INSURANCE  I.              Coverage.  From and
after the Lease Commencement Date, Tenant will, at its sole cost and expense,
keep and maintain policies of:  A.            all risk property casualty insurance
on all personal property, fixtures and equipment owned by Tenant and
Alterations within the Demised Premises against loss or damage by fire,
lighting, windstorm, hail, explosion, aircraft, smoke, vandalism, malicious
mischief, vehicle damage and other risks from time to time included under special
form policies;  B.            general public liability insurance
protecting and indemnifying Tenant and Landlord against any and all claims for
damages to persons or property or for loss of life or of property occurring
upon, in or about the Demised Premises and Property and the adjoining streets
and passageways, such insurance to be in the amount of not less than $5,000,000
in respect of bodily injury or death to any one person and not less than
$10,000,000 in respect of any one accident or occurrence and not less than
$5,000,000 for property damage and may include provisions for deductibles or
self insured retentions not to exceed $250,000 per occurrence;  C.            workmens compensation insurance (or
a state plan giving comparable coverage) covering all persons employed in
connection with any work done on or about the Demised Premises in connection
with which claims for death or bodily injury could be asserted against Tenant;
and  D.            such other insurance as Landlord and
any mortgagee of the Demised Premises may from time to time reasonably request
to protect Landlord, Tenant and/or the Demised Premises and Property including
pollution legal liability coverage in such amounts and against such other
insurable hazards which at the time are commonly obtained in the case of
property similar to the Demised Premises and Property, and similarly located.  II.            Policies.  All insurance
provided for in subsection D of Section III hereof and subsections A, B
and D of Section I hereof, if readily obtainable, shall be effected under
standard form policies issued by insurers of recognized financial
responsibility, having a Best rating equal to the better of the rating required
by the holder of any Mortgage on the Demised Premises or of A:X or better,
authorized to do business in the State. 
Any policies of insurance, other than those described in subsection C of
Section I hereof, shall expressly provide that any losses thereunder shall
be adjusted and paid as provided in Article 0.  All such insurance shall be carried in the
name of Tenant and Landlord and the holder of any Mortgage on the Demised
Premises shall be named as additional insureds (except with respect to the
policies described in subsection C of Section I hereof, for which only
Tenant shall be the named insured), as their respective interests may appear,
and the proceeds thereof shall be held and disbursed in accordance with the
provisions of Article 0 of this Lease.  15


III.           Renewals.  Upon the
execution and delivery of this Lease and thereafter not less than thirty (30)
days prior to the expiration dates of the expiring policies theretofore
furnished pursuant to this Article, certified copies of all policies required
hereunder, bearing notations evidencing the payment of premiums or accompanied by
other evidence satisfactory to Landlord of such payment, shall be delivered by
Tenant to Landlord.  IV.           No Separate Insurance. 
Neither Landlord nor Tenant shall take out separate insurance concurrent in
form or contributing in the event of loss with that required in this Article to
be furnished by, or which may reasonably be required to be furnished by, Tenant
unless Landlord or Tenant, respectively, and the holder of any mortgage on the
Demised Premises, is included therein as an insured, with loss payable as in
this Lease provided.  Each party shall
immediately notify the other of the taking out of any such separate insurance
and shall deliver certified copies therefor as provided in Section III
hereof.  V.            Notifications to Landlord. 
Each policy delivered hereunder shall contain an agreement by the insurer that
such policy shall not be canceled without at least thirty (30) days prior
written notice to Landlord and to any mortgagee named or required to be named
in such policy.  VI.           INTENTIONALLY DELETED.  VII.          Blanket Policies.  Any
insurance required to be maintained by Tenant may be taken out under a blanket
insurance policy or policies covering other premises, properties or insured in
addition to the Demised Premises; provided, however, that any such policy of
blanket insurance either shall specify therein, or Tenant shall furnish
Landlord with a written statement from the insurer under such policy so
specifying, the amount of the total insurance allocated to the Demised
Premises, i.e. a so-called agreed amount endorsement.  VIII.        Tenant Trade Fixtures.  If
Tenant procures and maintains insurance upon its signs, trade fixtures and
other similar equipment, Tenant shall be the sole owner of such insurance and
shall recover and retain the proceeds of such insurance in the event of any
loss covered by such insurance; provided, however, Landlord shall be the sole
owner of any insurance proceeds applicable to loss of Personal Property, as
such term is defined in the Purchase Agreement and which are subject to the
Bill of Sale thereto.  IX.           Failure to Maintain Insurance. 
Should Tenant fail to effect, maintain or renew any insurance provided for in
this Article 0, or to pay the premium therefor, or to deliver to Landlord
any of such policies or certificates, then and in any of said events Landlord,
at its option, but without obligation so to do, may with reasonable prior
written notice to Tenant procure such insurance, and any sums expended by it to
procure any such insurance shall be Rental hereunder and shall be repaid by
Tenant within thirty (30) days after receipt of bills therefor from Landlord.  X.            Indemnity.  Without
limitation of any other obligations of Tenant set forth elsewhere in this
Lease, Tenant shall indemnify, defend, protect, and hold harmless the Landlord
and its directors, officers, employees and agents (collectively, the Landlord
Parties) from any and all loss, cost, damage, expense and liability
(collectively, Claims), including,without  16


limitation court costs
and reasonable attorneys fees, incurred in connection with or arising from the
following:  (i) any cause in, on or
about the Demised Premises or Property during the Lease Term (including,
without limitation, Tenants installation, placement and removal of
Alterations, improvements, fixtures and/or equipment in, on or about the
Demised Premises); (ii) any breach by Tenant of its obligations under this
Lease; provided, however, in no event shall Tenant be required to indemnify the
Landlord Parties for any Claims to the extent arising from the negligence or
willful misconduct of the Landlord Parties; and (iii) any acts, omissions
or negligence of Tenant or of any person claiming by, through or under Tenant,
or of the contractors, agents, servants, employees, licensees or invitees of
Tenant or any such person, in, on or about the Property on or after the Lease
Commencement Date, except to the extent resulting from the negligence or
willful misconduct of Landlord or Landlord Parties for which Landlord shall
indemnify, defend, protect, and hold harmless the Tenant and its directors,
officers, employees, and agents from any and all loss, cost, damage, expense
and liability, including without limitations, court costs and reasonable attorneys
fees.  The provisions of this Section 9.10
and all other indemnity obligations set forth in this Lease shall survive the
expiration or sooner termination of this Lease.  XI.Self
Insurance.  So long as Tenant has fully and timely performed its
obligations under this Lease, and has a tangible net worth (determined in
accordance with generally accepted accounting principles) of not less than One
Hundred Million Dollars ($100,000,000), Tenant may satisfy all or any part of
its obligations to provide insurance under this Lease by way of Self-Insurance
(as defined below) provided and upon the condition that Tenant provides written
notice of same to Landlord of its election to provide Self-Insurance prior to
implementing the same and compliance by Tenant with each of the following
provisions:  1.For
purposes hereof, Self-Insurance means that Tenant is acting as though it were
the insurance company providing the insurance required under the provisions of
this Article and Tenant shall pay any and all amounts due in lieu of
insurance proceeds as required under the provisions of this Lease, which
amounts shall be treated as insurance proceeds for all purposes under this
Lease; and  2.All
amounts which Tenant pays or is required to pay and all losses or damages resulting
from risks for which Tenant has elected to cover by Self-Insurance shall be
subject to the waiver of subrogation provisions set forth in this Lease and
shall not limit Tenants or Landlords indemnification obligations set forth in
this Lease; and  3.If
Tenant elects to cover any risk by Self-Insurance, and an event or claim occurs
which a defense and/or coverage would have been available from the insurance
carrier had Tenant not elected to cover such risk with Self-Insurance, Tenant,
using the auspices of a recognized independent insurance adjuster, shall:  a)undertake
the defense of any such claim, including, without limitation, a defense of
Landlord, at Tenants sole cost and expense; and  17


b)use
of Tenants own funds to pay any claim or replace, reconstruct and/ or fully
repair any property (including the Tenant Improvements) or otherwise provide
the funding which would have been available from insurance proceeds but for
such election by Tenant to cover such risk with Self-Insurance; and  4.In
no event shall Landlord be entitled to less coverage or benefits than Landlord
would have been entitled to had Tenant obtained the insurance required under
this Lease from a third party insurance carrier; and  5.Tenant
shall respond promptly to all inquiries from Landlord with respect to any claim
or loss, shall keep Landlord fully informed of the status of all claims and
losses, shall work cooperatively with Landlord in addressing all such claims
and losses, and shall have the same duty to act in good faith towards the
Landlord as an insurer would have under the laws and regulations of the state
in which the Demised Premises is located.  DAMAGE
OR DESTRUCTION  I.Damage;
Insurance Proceeds.  If during the Lease Term, the Improvements shall
be destroyed or substantially damaged (substantial damage being defined as
damage of thirty five percent (35%) or more of the full insurable value of any
of the buildings comprising the Demised Premises exclusive of brick, concrete
or stone foundations below grade), then and in such event, Landlord or Tenant
shall have the right to terminate this Lease by giving notice to the other not
later than thirty (30) days after the happening of such destruction or damage
(the Termination Notice), in which event all rent shall be apportioned to the
date of damage or destruction and Tenant shall be relieved of any obligation of
repair or restoration, but the entire proceeds of any such insurance shall be
paid over to Landlord and not to Tenant. 
Notwithstanding anything to the contrary in this Lease, in no event
shall Landlord have any obligation to repair any material portion of the
Property damaged by fire or other casualty during the Lease Term.  II.No
Abatement.  Tenant shall be entitled to an equitable abatement,
allowance, reduction or suspension of rent if part or all of the Demised
Premises shall be untenantable owing to the partial or total destruction
thereof.  III.Waiver
of Statutory Provisions.  The provisions of this Lease, including this
Article 10, constitute an express agreement between Landlord and Tenant
with respect to any and all damage to, or destruction of, all or any part of
the Property, and any statute or regulation of the State, including, without
limitation, Sections 1932(2) and 1933(4) of the California Civil
Code, with respect to any rights or obligations concerning damage or
destruction in the absence of an express agreement between the parties, and any
other statute or regulation, now or hereafter in effect, shall have no
application to this Lease or any damage or destruction to all or any part of
the Property.  18


CONDEMNATION  I.Substantial
Taking.  If, at any time during the Lease Term there shall be a Taking
of the whole or substantially all of the Demised Premises, this Lease shall
terminate and expire on the date of such Taking and the Rental and other
charges payable hereunder shall be apportioned and paid to the date of such
Taking.  II.Forty
Percent or More Taking.  If, at any time during the Lease Term there
shall be a Taking of more than forty percent (40%) of the Improvements with
respect to any of the Building, either party shall have the right upon thirty
(30) days notice (such notice to be given no later than the date that title be
vested in the appropriating authority) to terminate this Lease, and in the
event of such election by either party, this Lease shall terminate and expire
on the date of such Taking, and the Rental and other charges payable hereunder
shall be apportioned and paid to the date of Taking.  III.Award
Payable to Landlord.  In the event of a Taking described in Section I
or Section II where either party shall elect to terminate this Lease,
Landlord shall be entitled to the entire award or awards made in connection
with such Taking.  IV.No
Termination.  In the event of a Taking of any of the Building where
Tenant or Landlord do not elect or do not have the right to elect to terminate
this Lease, this Lease shall continue in full force and effect and the net
annual base rent required by Section I hereof shall be abated in the ratio
of the number of square feet of the portion of the Demised Premises so taken
bears to the total number of square feet of the Demised Premises existing
immediately prior to the Taking.  V.No
Restoration Obligation.  Notwithstanding anything to the contrary in
this Lease, in no event shall either party have any obligation to repair or
restore the Demised Premises or Property, and to extent the remaining portion
of the Demised Premises existing after the Taking is not sufficient to allow Tenant to effectively conduct its business
therein or cannot be legally occupied by Tenant, this Lease shall
terminate and expire on the date of such Taking and the Rental and other
charges payable hereunder shall be apportioned and paid to the date of such
Taking.  VI.Temporary
Taking.  If, at any time during the Lease Term there shall be a
Temporary Taking, this Lease shall continue in full force and effect without abatement
of rent and the award or awards made in connection with such Temporary Taking
shall be the sole property of Tenant, unless the period of occupancy by the
condemning authority extends beyond the Lease Term in which case the award
shall be equitably apportioned between Landlord and Tenant.  19


ASSIGNMENT,
SUBLETTING, ETC.  I.              Assignment and Subletting.  A.            Landlord and Tenant hereby
acknowledge and agree that Tenant is leasing the Demised Premises for temporary
purposes only as a short-term lease back following Landlords acquisition of
the Property pursuant to the Purchase Agreement.  Accordingly, except as otherwise provided
below in Section 12.01(b), Tenant hereby acknowledges and agrees that it
shall not have any right to assign, mortgage, pledge, hypothecate, encumber or
permit any lien to attach to, or otherwise transfer, this Lease or any interest
hereunder, permit any assignment or other such foregoing transfer of this Lease
or any interest hereunder by operation of law, sublet the Demised Premises or
any part thereof, or permit the use of the Demised Premises by any persons
other than Tenant and its Affiliates.  B.            Notwithstanding Section 12.01(a) above
to the contrary, Tenant shall have the right, without the Landlords prior
written consent, at any time during the Lease Term, to assign Tenants entire
interest under this Lease or sublease all or a portion of the Demised Premises
to an Affiliate (hereinafter, a Permitted Transfer), provided that (a) the
Affiliate is a bona fide entity engaged in a business substantially similar to
Tenant, (b) the Affiliate shall assume the obligations of Tenant under
this Lease by signing a commercially reasonable assumption agreement (provided,
however, in no event shall such assumption relieve Tenant from liability under
this Lease), (c) such assignment or sublease shall not be a subterfuge by
Tenant to avoid its obligations under this Lease, and (d) Tenant shall
give Landlord not less than ten (10) Business Days prior written notice of
any such assignment or sublease to an Affiliate.  II.            No Release of Tenant. 
No Permitted Transfer shall release Tenant of Tenants obligation or alter the
primary liability of Tenant to pay the Rental and to perform all other
obligations to be performed by Tenant hereunder.  The acceptance of Rental by Landlord from any
person other than Tenant shall not be deemed Landlords consent to any
assignment to or subletting by such other person.  In the event of default by the Affiliate
subject to a Permitted Transfer in the performance of any of the terms hereof,
Landlord may proceed directly against Tenant without the necessity of
exhausting remedies against said Affiliate.  III.           Documents Required for Permitted
Transfer.  Tenants written request to Landlord regarding a Permitted
Transfer (the Permitted Transfer Notice) shall be accompanied by (a) the
name and legal composition of the applicable Affiliate; (b) the nature of
said Affiliates business to be carried on in the Demised Premises; and (c) the
terms and provisions of the applicable Permitted Transfer which shall include
an express assumption of the terms of this Lease by the applicable Affiliate.  20


SUBORDINATION
OF LEASE; NON-DISTURBANCE  I.              Subordination; Non-Disturbance. 
This Lease is subject and subordinate to all present and future Mortgages, now
or hereafter in force against the Demised Premises and/or Property and to all
advances made or hereafter to be made upon the security of such Mortgages,
unless the holders of such Mortgages require in writing that this Lease be
superior thereto.  The terms of this Section shall
be self-operating and no further instrument of subordination shall be required
in order to effect such subordination. 
Tenant shall, within fourteen (14) days after request by Landlord,
execute such further instruments or assurances as Landlord may reasonably deem
necessary or as otherwise requested by the holder of any Mortgage to evidence
or confirm the subordination or superiority of this Lease to any such
Mortgages.  Tenant agrees to attorn to
any mortgagee or purchaser in a foreclosure sale and to recognize such
mortgagee or purchaser as the lessor under this Lease.  II.            Subordination of Mortgage. 
Any mortgagee of all or any part of the Demised Premises may at any time elect
to cause this Lease to have priority over its Mortgage, by executing
unilaterally an instrument subordinating its Mortgage to this Lease, or placing
a clause of such subordination in its Mortgage and recording the same or in any
pleadings filed by such mortgagee, in which event this Lease shall have
priority over said Mortgage.  DEFAULT
PROVISIONS  I.              Default; Remedies. 
The occurrence of any one or more of the following events shall constitute an Event
of Default and breach of this Lease by Tenant:  A.            The failure by Tenant to make any
payment of Rental or any other payment required to be made by Tenant hereunder,
as and when due, if such failure continues for a period of five (5) business
days after Tenant receives written notice from Landlord to Tenant of the
failure to make such payment, provided that any such notice delivered by
Landlord shall be in lieu of, and not in addition to, any notice required under
California Code of Civil Procedure Section 1161 or any similar successor
law.  B.            The failure by Tenant to observe or
perform any of the covenants, conditions or provisions of this Lease to be
observed or performed by Tenant, other than described in paragraph (a) above,
if such failure continues for a period of thirty (30) days after written notice
thereof from Landlord to Tenant (or such longer time as may be reasonably
necessary to cure so long as Tenant shall have commenced to cure the same
within said thirty (30) days and diligently prosecutes the same to completion,
provided that any such notice delivered by Landlord shall be in lieu of, and
not in addition to, any notice required under California Code of Civil
Procedure Section 1161 or any similar successor law.  C.            (i) The making by Tenant of any
general arrangement or assignment for the benefit of creditors; (ii) the
filing by Tenant of a voluntary petition in bankruptcy under Title  21


11 U.S.C. or the filing
of an involuntary petition against Tenant which is not dismissed within sixty
(60) days after filing; (iii) the appointment of a trustee or receiver to
take possession of substantially all of Tenants assets located at the Demised
Premises or of Tenants interest in this Lease; or (iv) the attachment,
execution or other judicial seizure of substantially all of Tenants assets
located at the Demised Premises or of Tenants interest in this Lease,
provided, however, in the event that any provisions of this Section I.C is
contrary to any applicable law, such provision shall be of no force or effect.  In the event of
any of the foregoing Events of Default, Landlord shall be entitled, at its
election, to exercise concurrently or successively, any one or more of the
following rights and remedies, without any additional notice or demand
whatsoever:  1.             Without waiving such default and
without releasing Tenant from any of its obligations under this Lease, to pay
any sum required to be paid by Tenant and which Tenant has failed to pay and to
perform any obligation required to be performed by Tenant (and Landlord may enter
the Demised Premises for such purposes) for the account of Tenant, and any
amount so paid by Landlord shall bear interest thereon equal to the Default
Rate.  Any amount or amounts paid by
Landlord for the account of Tenant for the performance of any obligations
required to be performed by Tenant shall be treated as Rental due hereunder and
Landlord may exercise concurrently or successively any one or more of the
rights and remedies contained in this Lease for the enforcement of the payment
of Rental, which obligations of Tenant shall survive the expiration or sooner
termination of this Lease.  2.             To enjoin any breach by Tenant of
the covenants hereof.  3.             To bring suit for the collection of
the Rental or other amounts for which Tenant may be in default, or for the
performance of any other covenant devolving upon Tenant for performance, or
damages therefor, plus, to the extent permitted by law, costs and reasonable
attorney fees, all without entering into possession or terminating this Lease.  4.             To reenter the Demised Premises,
and take possession thereof, without thereby terminating this Lease, and
thereupon, to expel all persons and remove all property therefrom, and relet
the Demised Premises making reasonable efforts therefor, for such periods and upon
such terms according to Landlords sole discretion, and receive the rent
therefrom, applying the same first to the payment of the reasonable expenses of
such reentry and the cost of such reletting, including but not limited to the
expense of such decorations, alterations and remodeling as shall be incident to
such reletting, then to costs and, to the extent permitted by law, reasonable
attorney fees, and then to the payment of the Rental and other sums accruing
hereunder, and Tenant, whether or not the Demised Premises are relet, shall
remain liable for any deficiency, which deficiency shall be paid by Tenant to
Landlord, periodically, upon the successive days upon which the Rental
hereunder is payable.  It is agreed that the
commencement and prosecution of any action by Landlord in forcible entry and
detainer, ejectment or otherwise, or the appointment of a receiver, or any
execution of any decree obtained in any action to recover possession of the
Demised Premises, or any reentry, shall not be construed as an election to
terminate this Lease unless Landlord shall, in writing, expressly exercise its
election to declare the term hereunder ended and to terminate this Lease, and
such reentry or entry by Landlord, whether taken under summary proceedings, or
otherwise,  22


shall not be deemed to
have absolved or discharged Tenant from any of its obligations and liabilities
for the remainder of the Lease Term.  1.             To terminate this Lease, in which
event Tenant shall immediately surrender the Demised Premises to Landlord, and
if Tenant fails to do so, Landlord may, without prejudice to any other remedy
which it may have for possession or arrearages in rent, enter upon and take
possession of the Demised Premises and expel or remove Tenant and any other
person who may be occupying the Demised Premises or any part thereof, without
being liable for prosecution or any claim or damages therefor; and Landlord may
recover from Tenant the following:  a)The
worth at the time of award of any unpaid rent which has been earned at the time
of such termination; plus  b)The
worth at the time of award of the amount by which the unpaid rent which would
have been earned after termination until the time of award exceeds the amount
of such rental loss that Tenant proves could have been reasonably avoided; plus  c)The
worth at the time of award of the amount by which the unpaid rent for the
balance of the Lease Term after the time of award exceeds the amount of such
rental loss that Tenant proves could have been reasonably avoided; plus  d)Any
other amount necessary to compensate Landlord for all the detriment proximately
caused by Tenants failure to perform its obligations under this Lease or which
in the ordinary course of things would be likely to result therefrom,
specifically including but not limited to, brokerage commissions and
advertising expenses incurred, and expenses of remodeling the Demised Premises
or any portion thereof for a new tenant, whether for the same or a different
use and any special concessions made to obtain a new tenant; and  e)At
Landlords election, such other amounts in addition to or in lieu of the
foregoing as may be permitted from time to time by applicable law.  The term rent as
used in this subsection (v) shall be deemed to be and to mean all sums of
every nature required to be paid by Tenant pursuant to the terms of this Lease,
whether to Landlord or to others.  As
used above in clauses (A) and (B), the worth at the time of award shall
be computed by allowing interest at the Default Rate.  As used above in clause (C), the worth at
the time of award shall be computed by discounting such amount at the discount
rate of the Federal Reserve Bank of San Francisco at the time of award plus one
percent (1%).  All rights and
remedies granted Landlord herein and any other rights or remedies which
Landlord may have at law or in equity are hereby declared to be cumulative and
not exclusive,  23


and the fact
that Landlord may have exercised any remedy without terminating this Lease
shall not impair Landlords rights thereafter to terminate or to exercise any
other remedy herein granted or to which it otherwise may be entitled.  I.              No Waiver.  No waiver
of any covenant or condition or the breach of any covenant or condition of this
Lease shall be taken to constitute a waiver of any subsequent breach of such
covenant or condition, nor to justify or authorize the non-observance on any
other occasion of the same, or any other covenant or condition hereof, nor
shall any waiver or indulgence granted by Landlord or Tenant be taken as an
estoppel against Landlord or Tenant, as applicable.  The failure of Landlord to insist at any time
upon the strict performance of any of the covenants or agreements or to
exercise any option, right, power or remedy contained in this Lease shall not
be construed as a waiver or a relinquishment thereof for the future.  II.            Cure by Landlord.  If an
Event of Default occurs, Landlord may, upon an additional five (5) business
day written notice to Tenant, at its option, in addition to any other remedy
specified herein, without waiving any claim for damages for breach of
agreement, at any time thereafter cure such default for the account of Tenant and
any amount paid or any contractual liability incurred by Landlord in so doing
shall be deemed paid or incurred for the account of Tenant and Tenant agrees to
reimburse promptly Landlord therefor (together with Default Interest until
paid) and save Landlord harmless therefrom.  III.           Sublessees of Tenant.  If
Landlord elects to terminate this Lease on account of any default by Tenant as
set forth in this Article 14, Landlord shall have the right to terminate
any and all subleases, licenses, concessions or other consensual arrangements
for possession entered into by Tenant and affecting the Demised Premises or
may, in Landlords sole discretion, succeed to Tenants interest in such
subleases, licenses, concessions or arrangements.  In the event of Landlords election to
succeed to Tenants interest in any such subleases, licenses, concessions or
arrangements, Tenant shall, as of the date of notice by Landlord of such
election, have no further right to or interest in the rent or other
consideration receivable thereunder.  IV.           Consent.  If any action
by either party shall require the consent to or approval of such action on any
one occasion, the same shall not be deemed a consent to or approval of said
action on any subsequent occasion or a consent to or approval of any other
action on the same or any subsequent occasion.  V.            Landlord Default.  If
Landlord fails to perform any of its obligations provided in this Lease within
thirty (30) days written notice (or
five (5) days written notice if such failure causes the premises to be
untenable, unsafe or unhealthful for its occupants)  then Landlord shall be deemed in default, and
thereafter Tenant shall be allowed all remedies at law or as provided under
this Lease, including but not limited to, lease termination, rental abatement or offset, and/or to
perform on Landlords behalf and at Landlords cost.  BROKERAGE
FEES AND COMMISSIONS  Landlord and
Tenant each represent and warrant that no real estate broker or agent except  24


Madison Partners (the Tenants
Broker) on behalf of Tenant and Cresa Partners (the Landlords Broker) acted
on its behalf in connection with this lease transaction.  Tenant and Landlord each agree to defend,
indemnify and hold each other, its agents, employees, partners, directors,
shareholders and independent contractors harmless from and against any and all
liabilities, costs, demands, judgments, settlements, claims, and losses,
including reasonable attorneys fees and costs, incurred by Landlord or Tenant
in connection with a breach of the foregoing representation.  Landlord covenants and agrees that it shall
be solely responsible for the payment of any leasing commissions which may
become due to Landlords Broker in connection with this Lease.  Tenant covenants and agrees that it shall be
solely responsible for the payment of any leasing commissions which may become
due to Tenants Broker in connection with this Lease.  The provisions of this Article 15 shall
survive the expiration or sooner termination of this Lease.  INTENTIONALLY
DELETED  ENVIRONMENTAL
MATTERS  I.              Environmental Covenants. 
Tenant covenants and agrees that (a) all uses and operations on or of the
Demised Premises and Property by Tenant shall be in compliance with all Environmental
Laws and permits issued pursuant thereto; (b) there shall be no release of
Hazardous Materials in, on, under or from the Demised Premises and/or Property
by Tenant; (c) there shall be no Hazardous Materials brought onto the
Demised Premises and/or the Property by Tenant, except those that are both (i) in
compliance with all Environmental Laws and with permits issued pursuant
thereto, if and to the extent required, and (ii) consistent with, and in
amounts not in excess of, that necessary for general office purposes; (d) Tenant
shall keep the Demised Premises and Property free and clear of all liens and
other encumbrances imposed pursuant to any Environmental Law, due to any act or
omission of Tenant (the Environmental Liens); (e) Tenant shall, at its
sole cost and expense, fully and expeditiously cooperate in all activities
pursuant to Section III below, including but not limited to providing all
relevant information and making knowledgeable persons available for interviews;
(f) Tenant shall immediately notify Landlord in writing after it has
become aware of (A) any presence or Release or threatened Release of
Hazardous Materials in, on, under, from or migrating towards the Demised
Premises and/or Property; (B) any non-compliance with any Environmental
Laws related in any way to the Demised Premises and/or Property; (C) any
actual or potential Environmental Lien; (D) any required or proposed
remediation of environmental conditions relating to the Demised Premises and/or
Property; and (E) any written or oral notice or other communication of
which Tenant becomes aware from any source whatsoever (including but not
limited to a governmental entity) relating in any way to Hazardous Materials.  II.            Definitions.  Environmental
Law means any and all present and future Federal, State and local laws,
statutes, ordinances, rules, regulations, standards, policies and other
government directives or requirements, as well as common law, including but not
limited to the Comprehensive Environmental Response, Compensation and Liability
Act, the Clean Water Act and the Resource Conservation and Recovery Act, that
apply to Landlord, Tenant or the Property  25


and relate to Hazardous
Materials.  Hazardous Materials shall
mean petroleum and petroleum products and compounds containing them, including
gasoline, diesel fuel and oil; explosives, flammable materials; radioactive
materials; polychlorinated biphenyls (PCBs) and compounds containing them;
lead and lead-based paint, asbestos or asbestos-containing materials in any
form that is or could become friable; underground or above-ground storage
tanks, whether empty or containing any substance; any substance the presence of
which on the Demised Premises and/or Property is prohibited by any Federal,
State or local authority; any substance that requires special handling; and any
other material or substance now or in the future defined as a hazardous
substance, hazardous material, hazardous waste, toxic substance, toxic pollutant,
contaminant, or pollutant within the meaning of any Environmental Law.  Release of any Hazardous Materials includes
but is not limited to any release, deposit, discharge, emission, leaking,
spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping,
dumping, disposing or other movement of Hazardous Materials.  III.           Landlords Rights. 
Without limiting the generality of Landlords other rights under this Lease,
Landlord and any other person or entity designated by Landlord, including but
not limited to any representative of a governmental entity, and any
environmental consultant, and any receiver appointed by any court of competent
jurisdiction, shall have the right, but not the obligation, to enter upon the
Demised Premises at all reasonable times to assess any and all aspects of the
environmental condition of the Demised Premises and its use, including but not
limited to conducting any environmental assessment or audit (the scope of which
shall be determined in Landlords sole discretion) and taking samples of soil,
groundwater or other water, air, or building materials, and conducting other
invasive testing.  Tenant shall
reasonably cooperate with and provide access to Landlord and the holder of any
Mortgage on the Demised Premises and any such person or entity designated by
Landlord or such holder.  IV.           Tenants Indemnification. 
Without limiting Tenants other obligations to indemnify Landlord contained in
this Lease, Tenant agrees to indemnify, defend and save harmless Landlord from
and against, any and all liabilities, obligations, losses, damages, costs,
penalties, expenses (including all reasonable attorneys fees and expenses of
Landlord), causes of action, suits, claims, demands or judgments of any nature
whatsoever arising from any liability arising out of, resulting from or
connected with any breach of the provisions of Sections I, II or III
hereof; provided, however, Tenant shall have no indemnification obligation with
respect to Hazardous Materials, or violations of Environmental Laws which
relate to a period which preceded the Lease Commencement Date.  The provisions of this Section 17.04
shall survive the expiration or sooner termination of this Lease.  QUIET
ENJOYMENT  I.              Quiet Enjoyment. 
Landlord covenants that Tenant shall quietly enjoy the Demised Premises without
hindrance or molestation by any person claiming by, through or under Landlord,
subject to the covenants, agreements, terms, provisions and conditions of this
Lease.  26


ESTOPPEL CERTIFICATES  I.              Estoppel Certificates. 
At any time and from time to time Landlord and Tenant each agrees, upon request
in writing from the other, to execute, acknowledge and deliver within thirty
(30) days to the other or to any person designated by the other a statement in
writing certifying that the Lease is unmodified and in full force and effect
(or if there have been modifications, that the same is in full force and effect
as modified and stating the modifications), that the other party is not in
default in the performance of its covenants hereunder (or if there are such
defaults, specifying the same), and the dates to which the rent and other
charges have been paid.  Such statement shall
be substantially consistent in form and substance with the Estoppel Certificate
attached hereto as Exhibit D (the Estoppel Certificate), provided
the same shall be modified as necessary if being provided by Landlord.  INVALIDITY
OF PARTICULAR PROVISIONS  CONSTRUCTION  I.              Separability.  Each
and every covenant and agreement in this Lease shall be contained as a separate
and independent covenant.  If any term or
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 term or provision to persons or
circumstances other than those as to which it is held invalid and
unenforceable, shall not be affected thereby, and each term and provision of
this Lease shall be valid and be enforced to the fullest extent permitted by
law.  II.            Governing Law.  This
Lease shall be construed and enforced in accordance with the laws of the State
of California, without resort to choice of law principles.  NOTICES  Any notice or
election which may be or is required to be given pursuant to the provisions of
this Agreement must be in writing and will be deemed effective when delivered
on the first Business Day after it is sent if sent by Federal Express or other
nationally recognized overnight delivery service, or on the third Business Day
after the day on which mailed if sent by certified or registered mail, postage
prepaid, return receipt requested, and in each case addressed as follows:  AS TO LANDLORD:
  
  DTS, Inc.5171 Clareton DriveAgoura Hills, CA 91301Attn: Facilities Manager and General CounselTelephone: (818) 7063525Telecopy No.: (818) 8272470   27


with a copy to:
  
  Greenwald Pauly Foster & Miller1299 Ocean Avenue, Suite 400Santa Monica, CA 90401Attn: Richard L. Miller, Esq. andTelephone: (310) 4518001Telecopy No.: (310) 3955961AS TO TENANT:
  
  Countrywide Home Loans, Inc.Attn: Corporate Administration and Real Estate(Lease Administration)31303 Agoura Rd., mail Stop WLAR-01WestlakeVillage,
  CA 91361Telephone: (818) 874-8584Telecopy No.: (818) 7074987With a copy to:
  
  Countrywide Home Loans, Inc.Attn: Legal Department/R.E., Mail Stop AC-115220 Las VirgenesCalabasas, CA 91302Telephone: (818) 8714808Telecopy No.: (818) 8714604  Any notice sent by
facsimile transmission must be confirmed by one of the other permitted
means.  Any party, by notice to the other
as aforesaid, may change its address or addresses.  MISCELLANEOUS  I.              Holding Over.  If
Tenant shall remain in possession of all or any part of the Demised Premises
after the expiration or earlier termination of the Lease Term, then Tenant
shall be deemed a tenant at sufferance only, at a rental rate equal to one
hundred fifty percent (150%) per month of the initial Base Rent referenced in Section 4.01
above, and subject to all of the other terms and provisions hereof, except only
as to the Lease Term.  The provisions of
this Section 22.01 shall not be deemed to limit or constitute a waiver of
any other rights or remedies of Landlord provided herein or at law.  II.            No Merger.  There shall
be no merger of this Lease or of the leasehold estate hereby created with the
fee estate in the Demised Premises or any part thereof by reason of the fact
that the same person may acquire or hold, directly or indirectly, this Lease or
the leasehold estate and the fee estate in the Demised Premises or any part
thereof or any interest in such fee estate, and this Lease shall not be
terminated for any reason except as expressly provided in this instrument.  III.           Waiver of Trial by Jury. 
LANDLORD AND TENANT HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN
CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS LEASE OR
ANY  28


ACTS OR OMISSIONS OF
LANDLORD OR TENANT AND THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, MEMBERS
OR AGENTS IN CONNECTION THEREWITH.  IV.           Binding Effect.  Except
as in this Lease otherwise specifically provided, all of the terms, provisions
and conditions hereof shall be binding upon and shall inure to the benefit of
Landlord, its heirs, personal representatives, successors and assigns and
Tenant, its heirs, personal representatives, successors and permitted assigns.  V.            Integration.  This Lease
contains the entire and only agreement between the parties, and no other prior
agreement or oral statement or representation shall have any force or
effect.  This Lease shall not be modified
in any way except by a writing signed by both parties.  VI.           No Recording.  Landlord
and Tenant agree that neither this Lease nor any memorandum hereof will be
recorded.  VII.          Attorneys Fees. 
Notwithstanding anything contained in this Lease to the contrary, if either
party herein brings an action or proceeding to enforce the terms hereof or to
declare rights hereunder, the prevailing party in any such action or proceeding,
on trial or appeal, shall be entitled to recover its reasonable attorneys
fees, expert witness fees and costs.  VIII.        Satellite Installation. 
Landlord and Tenant agree that Tenant shall have the right, at Tenants sole
cost and expense, to continue to maintain any so-called satellite dishes (or
other similar devices) existing upon the Building as of the Lease Commencement
Date and, notwithstanding anything to the contrary in this Lease, Tenant shall,
at Tenants sole cost and expense, be responsible for all of the repairs and
maintenance related thereto or resulting therefrom.  IX.           Security.  Tenant shall
have the right to continue to maintain, within the Demised Premises, any
security system existing as of the Lease Commencement Date and, notwithstanding
anything to the contrary in this Lease, Tenant shall, at Tenants sole cost and
expense, be responsible for all of the repairs and maintenance related thereto
or resulting therefrom.  X.            Intentionally Deleted.  XI.           Time of Essence.  Time is
of the essence of this Lease and each of its provisions.  XII.         Landlord Exculpation.  It
is expressly understood and agreed that notwithstanding anything in this Lease
to the contrary, and notwithstanding any applicable law to the contrary, the
liability of Landlord and the other Landlord Parties hereunder and any recourse
by Tenant against Landlord and/or the other Landlord Parties shall be limited
solely and exclusively to the equity interest Landlord has in the
Property.  Neither Landlord nor any of
the other Landlord Parties shall have any personal liability therefor, and
Tenant hereby expressly waives and releases such personal liability on behalf
of itself and all persons claiming by, through or under Tenant.  The limitations of liability contained in
this Section 22.12 shall inure to the benefit of the present and future
partners, beneficiaries, members, officers, directors, trustees, shareholders,
agents and employees of Landlord and the other Landlord Parties and their
respective partners,  29


heirs, successors and
assigns.  Notwithstanding any provision
to the contrary in this Lease, neither Landlord nor the other Landlord Parties
shall be liable under any circumstances for injury or damage to, or interference
with, Tenants business, including but not limited to, loss of profits, loss of
rents or other revenues, loss of business opportunity, loss of goodwill or loss
of use, in each case, however occurring.  XIII.        Landlord Renovations. 
Tenant acknowledges that Landlord may during the Lease Term renovate, improve,
alter, or modify (collectively, the Renovations) the Property, including,
without limitation, the Building, Parking Areas, Common Areas, systems and
equipment, roof, and structural portions of the same; provided, however, that
such Renovations shall not materially interfere with Tenants ability to access
or use and enjoyment of the Demised Premises and Landlord shall use
commercially reasonable efforts to minimize any material and adverse
interference with Tenants use and occupancy of the Demised Premises.  Tenant hereby agrees that such Renovations
and Landlords actions in connection with such Renovations shall in no way
constitute a constructive eviction of Tenant nor entitle Tenant to any abatement
of Rent (except as otherwise expressly provided in this Lease, provided such
Renovations do not unreasonably impair Tenants use and enjoyment of or access
to the Demised Premises).  Except as
otherwise provided herein, Landlord shall have no responsibility or for any
reason be liable to Tenant for any direct or indirect injury to or interference
with Tenants business arising from the Renovations, nor shall Tenant be
entitled to any compensation or damages from Landlord for loss of the use of
the whole or any part of the Demised Premises or of Tenants personal property
or improvements resulting from the Renovations or Landlords actions in
connection with such Renovations, or for any inconvenience or annoyance
occasioned by such Renovations or Landlords actions in connection with such
Renovations.  XIV.        Anti-Terrorism Laws.  Tenant
represents and warrants to Landlord, and covenants with Landlord, that neither
Tenant nor any of the entities or individuals constituting Tenant, or which may
own or control Tenant, or which may be owned or controlled by Tenant, currently
are, or shall be at any time during the Lease Term (including, if applicable,
any extension thereof), among the individuals or entities identified on any
list compiled pursuant to any laws relating to terrorism or money laundering
for purposes of identifying suspected terrorists or regulations promulgated
pursuant thereto (collectively, the Anti-Terrorism
Laws), including, without limitation, Executive Order No. 13224 on
Terrorist Financing.  At any time and
from time to time during the Lease Term (including, if applicable, any
extension thereof), Tenant shall deliver to Landlord, within ten (10) days
after receipt of a written request therefor, a written certification or such
other evidence reasonably acceptable to Landlord evidencing and confirming
Tenants compliance with this Section XIV.  XV.         Anti-Terrorism Laws. 
Landlord represents and warrants to Tenant, and covenants with Tenant, that
neither Landlord nor any of the entities or individuals constituting Landlord,
or which may own or control Landlord, or which may be owned or controlled by
Landlord, currently are, or shall be at any time during the Lease Term
(including, if applicable, any extension thereof), among the individuals or entities
identified on any list compiled pursuant to any Anti-Terrorism Laws.  At any
time and from time to time during the Lease Term (including, if applicable, any
extension thereof), Landlord shall deliver to Tenant, within ten (10) days
after receipt of a written request therefor, a written certification or such
other evidence reasonably acceptable to Tenant evidencing and confirming
Landlords compliance with this Section XV.  30


[signatures follow on next page]  31


IN WITNESS
WHEREOF, the parties hereto have duly executed this instrument as of the day
and year first above written.  LANDLORD:DTS, INC.,a Delaware corporationBy:Name:Title:TENANT:COUNTRYWIDE HOME LOANS, INC.,a New York corporationBy:Name:Title:  32


EXHIBIT A
DEFINITIONS  (a)Affiliate
shall mean:  (i) an entity which
acquires all or substantially all of the assets of Tenant; (ii) a
corporation, partnership, limited liability company or other entity that
controls, is controlled by or is under common control with Tenant; and/or (iii) an
entity created by a merger with Tenant. 
As used in this section (a), control shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a person or entity, whether by the ownership of
voting securities, by contract or otherwise.  (b)Alterations
shall mean improvements, alterations, additions or changes to the Demised
Premises.  (c)Banking
Use shall have the meaning specified in Section IV.B.  (d)Building
shall have the meaning specified in Recital A.  (e)Business
Day shall mean any day other than a Saturday, Sunday or day on which national
banks are required or authorized to be closed for business.  (f)Common
Areas shall have the meaning specified in Section I.  (g)Contraction
Exercise Date shall have the meaning specified in Section I.  (h)Contraction
Rights shall have the meaning specified in Section I.  (i)Default
Rate shall the lower of (i) the then-current prime interest rate as such
rate is announced by The Wall Street Journal plus two (2) percentage
points, or (ii) the highest rate permitted by applicable law.  (j)Demised
Premises shall have the meaning specified in Recital C.  (k)Environmental
Laws shall have the meaning specified in Section II  (l)Event
of Default shall have the meaning specified in Section I.  (m)Impositions
shall mean all taxes, assessments, use and occupancy taxes, water and sewer
charges, rates and rents, charges for public or private utilities, excises,
levies, license and permit fees and other charges, general and special,
ordinary and extraordinary, foreseen and unforeseen, of any kind and nature
whatsoever, which shall or may during the Lease Term be assessed, levied,
charged, confirmed or imposed upon or become payable out of or become a lien on
the Demised Premises or any part thereof, the appurtenances thereto or the
sidewalks or streets adjacent thereto or the rent and income received by or for
the account of Tenant or for any use or occupation of the Demised Premises, and
such franchises, licenses and permits as may be appurtenant to the use of the
Demised Premises; but shall not include any municipal, state or federal  A-1


income, estate, succession, inheritance or transfer taxes of Landlord,
or any franchise taxes imposed upon any corporate owner of the Real Property,
or any income, profits or revenues tax, assessment or charge imposed upon the
rent received as such (except so-called sales or use or commercial activity
taxes) by Landlord under this Lease.  (n)Improvements
shall mean the Building, together with the other buildings, structures, parking
areas (surface), and other improvements including, without limitation, all
building machinery, equipment and fixtures erected or located on the Real
Property at the Lease Commencement Date and any buildings, structures and other
improvements which may be erected or located on the Real Property during the
Lease Term; provided, however, the term Improvements shall not include any of
Tenants signs, trade fixtures and other similar equipment belonging to Tenant
which are not permanently affixed to the Real Property or the buildings,
structures or other improvements so as to become fixtures under State law.  Notwithstanding the foregoing or anything to
the contrary in this Lease, in no event shall any provision in this Lease be
deemed to modify Landlords right, title and interest in the Personal
Property, as such term is defined in the Purchase Agreement, to be conveyed to
Landlord pursuant to the terms of the Purchase Agreement.  (o)Landlords
Maintenance shall have the meaning specified in Section I.  (p)Lease
Term shall have the meaning specified in Section II.  (q)Mortgage
shall be deemed to include deeds of trust or other similar instruments and
modifications, consolidations, extensions, renewals and substitutes thereof.  (r)Operating
Expenses shall mean all expenses, costs and amounts which Landlord shall pay
in connection with the ownership, management, maintenance, repair, replacement,
restoration or operation of the Real Property, which shall include, without
limitation, Impositions.  (s)Parking
Area shall mean the parking areas adjacent to the Building which are available
for parking by employees, customers, invitees, vendors, etc. of the occupants
of the Building.  (t)Property
shall mean, collectively, the Real Property, the Building, the Parking Area and
the Common Areas.  (u)Proportionate
Share shall mean:  (i) with respect
to only the second floor of the Building, thirty-three and eighty-seven
hundredths percent (33.87%); (ii) with respect to only the third floor of
the Building, thirty-five and thirty-one hundredths percent (35.31%); and (iii) with
respect to, collectively, the second and third floors of the Building,
sixty-nine and eighteen hundredths percent (69.18%).  (v)Purchase
Agreement shall have the meaning specified in Recital A.  (w)Rental
shall have the meaning specified in Section V.  (x)Seller
shall have the meaning specified in Recital A.  A-2


(y)State
shall mean the state of the United States in which the Property is located.  (z)Taking
shall mean an acquisition or condemnation by eminent domain for any public or
quasi-public use or purpose and an acquisition or condemnation by agreement in
anticipation of the exercise of the right of eminent domain.  (aa)Temporary
Taking shall mean any Taking of all or any portion of the Demised Premises as
a result of the power of eminent domain for temporary use.  (bb)Termination
Notice shall have the meaning specified in Section I.  (cc)Termination
Space shall have the meaning specified in Section I.  (dd)Unavoidable
Delays shall mean delays due to strikes, lock-outs, acts of God, inability to
obtain labor or materials, government restrictions, enemy action, civil
commotion, fire, unavoidable casualty or other similar causes beyond the
control of Landlord or Tenant, as the case may be.  A-3


EXHIBIT B  SITE PLAN  B-1


EXHIBIT C  DEPICTION OF PROPERTY  C-1


EXHIBIT D  ESTOPPEL LETTER  , 200      Re:Lease
at  Ladies and Gentlemen:  The undersigned (Tenant) hereby acknowledges the following
information with respect to the premises leased by Tenant at
                                                  
under the lease (the Lease) described below:  1.Name
and mailing address of Tenant:  Countrywide Home Loans, Inc. Attn:  Corporate
Administration and Real Estate (Lease Administration) 31303
Agoura Rd., Mail stop WLAR-01 Westlake
Village, CA 91361  2.The
Lease, as identified below, is in full force and effect and, except as set
forth below, the Lease has not been amended, altered, supplemented, or
otherwise modified:  Date of Lease: Amendments: Landlord:  3.The
premises demised under the Lease is approximately
                    
square feet.  4.Landlord
currently holds
$                
as security deposit under the Lease. 
Other than the foregoing security deposit, Tenant has no other claims
for security deposits.  5.Rentals
have commenced to accrue under the Lease and Tenant is currently paying a
monthly rent of
$                      .  Tenant is currently paying monthly operating
expense charges of
$                          .  6.Rentals
accruing under the Lease have been paid through <Insert Date>.  Subject to any audit currently underway or
any future audits, to the best of Tenants knowledge, there are no offsets or
credits against rentals payable by Tenant under the Lease nor are there any
defenses or counterclaims against rental payable by Tenant under the
Lease.  No rental payable under the Lease
is in arrears or has been prepaid more than thirty (30) days in advance.  D-1


7.The
expiration of the term of the Lease is
                                        .  8.There
are no renewals or extension options with respect to the Lease.  10.There
are no expansion or first refusal rights with respect to additional space.  11.Tenant
has accepted possession of the premises demised under the Lease, and Landlord
has no obligation to provide or furnish any improvements under the Lease.  Subject to any audit currently underway or
any future audits, to the best of Tenants knowledge, Landlord is not in
default in the performance of any of Landlords obligations under the Lease.  12.There
are no purchase options under the Lease or other agreements giving Tenant any
rights or options to purchase the real property and/or improvements, or a part
thereof, on which the space covered by the Lease is located.  It is understood that this letter is being given in
contemplation of a sale and/or financing of the property located at
                                                            ,
and it is intended that this letter may be relied upon by any purchaser of such
property or any lender providing financing in connection therewith.  Notwithstanding the foregoing, nothing
contained herein shall be deemed to constitute a waiver of any of Tenants
rights under the Lease, including without limitation any right to audit, or a
modification or amendment of the Lease. 
If there are any conflicts between the terms of this Estoppel
Certificate and the Lease, the terms of the Lease will prevail.  TENANT NAME:Countrywide Home Loans, Inc.,a New York corporationBy:Name:Title:Date:
                  
                  ,
  200  D-2


EXHIBIT E  EQUIPMENT ROOM  E-1


EXHIBIT G  AVAILABLE
PERSONAL PROPERTY  Las Virgenes Inventory : 1st Floor 5x8 cubes = 75 8x8 cubes = 19 Offices = 20 Desks = 21 2-drawer wood file cabinet = 15 Book cases = 13 Guest chairs = 48 Conference rooms = 3 Conference room Tables = (4) Tables 42
IN (1) Table 4x10 FT (1) Table 4x8 FT (1) Table 3x6 FT AND (2) Credenzas Lunch room= 17 Tables 68 Chairs Conference room chairs = 24  2nd floor 8x8 cubes = (54 48 IN panels) ( 23 High wall
glass panels 66 IN ) 5x8 cubes = 1 Offices = 48 Desks =48 2-drawer wood file cabinet = 54 Book cases = 76 Guest chairs = 128 Conference rooms = 4 Conference room Tables = 15 Tables 42 IN (2) Tables
4x8 FT (1) Table 4x12 FT (2) Tables 3x6 FT (2) Credenzas Conference room chairs = 55  3rd floor 8x8 cubes = 41 5x8 cubes = 90 Offices = 30 Desks = 30 2-drawer wood file cabinet = 31 Book cases = 31 Guest chairs = 74 Conference rooms = 2 Conference room Tables = 2 tables 4x 10  (7) Tables 42 IN  1


Conference room chairs = 22  Weight Room :  Cardiovascular equipment  Treadmills  ( 3 ) Elliptical   ( 3) Stair Climber ( 3 ) Upright Bike  ( 1 ) Recumbent cycle  ( 1 )  Weight Machine  Bicep/Tricep Machine Leg Ext. / Leg Curl Machine Pec. Fly  Machine Lat. Pull / Mid. Row Machine Leg Press / Calf raise Machine Shoulder Press / Shrug Machine Inner / Outer Thigh Machine Smith Machine with Benches Abdominal Machine Vertical Knee Raise ( Capt. Chair ) Adjustable Inclined Bench Adjustable Inclined / declined Bench w/ foot hold Dumbbells 5 lbs. to 100 lbs. Exercise Balls Slant Boards Ankle Stretch Scales Mats (3)  Lobby :  Four single couches One center table  IDF Room(s): Six (6) rooms, each room has Racks, Ladders and Patch panels  Server Room: Seven (7) Compaq Racks Two (2) Leibert Cooling Units  2


UPS Back-up Power System  MDF Room: Racks with Patch panels FM-200 Fire suppression system  PBX Room: Two (2) Telco Racks (these items are owned by AT&T/Pac Bell) Two (2) modular desktops Existing ladder racks  General: Access Control System not include any PCs, programs and/or equipment
in connection with the remote management of this system)  3


EXHIBIT H  FORM OF OWNERS
DECLARATION  OWNERS
DECLARATION  The undersigned hereby
declares to the best of his/her/its knowledge as follows:  *1.*[Fill in the
applicable paragraph and strike the others.]  *A.That Declarant is the
owner or lessee, as the case may be, of certain premises (Owner) located at
                                                                                             ,
in                     
County, State of
                                               ,
further described as follows:  See
Preliminary Report/Commitment No.                                
for  full legal description (the Land).  *B.That Declarant is the
                                                       
of                                        ,
a                     
corporation, which is the owner or lessee, as the case may be, of certain
premises (Owner) located at                                                                          in
County, State of
                              ,
further described as follows:  See
Preliminary Report/Commitment No.                       
for full legal description (the Land).  *C.That Declarant is the                                              
of                                         ,
a                     
partnership, which is the owner or lessee, as the case may be, of certain
premises (Owner) located at                                                            ,
in                                        
County, State of                                ,
further described as follows:  See
Preliminary Report/Commitment No.                              
for full legal description.  *D.The Declarant is the
                                                       of
                                               ,which is the managing member of                                                                      ,
a                     limited liability
company, which is the owner or lessee, as the case may be, of certain premises
(Owner) located at         in                     County, State of                        , further described as
follows:  See Preliminary
Report/Commitment No.               
 for full legal description (the
Land).  **2.**[Fill in the applicable
paragraph and strike the other.]  **A.That during the period of
four months immediately preceding the date of this declaration no work has been
done, no surveys or architectural or engineering plans have been prepared, and
no materials have been furnished in connection with the erection, equipment,
repair, protection or removal of any building or other structure  1


on the Land or in
connection with the improvement of the Land in any manner whatsoever.  B.That during the period
of six months immediately preceding the date of this declaration certain work
has been done and materials furnished in connection with  [STATE GENERAL NATURE OF THE
WORK]  upon the Land in
the approximate total sum of $                               , but that no
work whatever remains to be done and that no materials remain to be furnished
to complete the construction in full compliance with the plans and
specifications, nor are there any unpaid bills incurred for labor and materials
used in making such improvements or repairs upon the Land, or for the services
of architects, surveyors or engineers, except as follows:                    .  3.That Owner has not
previously conveyed the Land; is not a debtor in bankruptcy (and if a
partnership, the general partner thereof is not a debtor in bankruptcy); and
has not received notice of any pending court action affecting the title to the
Land.  4.That except as shown
in the above-referenced Preliminary Report/Commitment, there are no known
unpaid or unsatisfied security deeds, mortgages, deeds of trust, Uniform
Commercial Code financing statements, claims of lien, special assessments for
sewage or street improvements, or taxes that constitute a lien against the Land
or that affect the Land but have not been recorded in the public records.  5.That the Land is
currently in use as                                                              
; that                                                  
occupy/occupies the Land; and that the following are all of the leases
or other occupancy rights affecting the land:  [Please provide a
current rent roll to Chicago Title Insurance Company.]  6.That there are no
other persons or entities known to the Owner that assert an ownership interest
in the Land, nor are there known unrecorded easements, claims of easement, or
boundary disputes that affect the Land.  7.That there are no
outstanding options to purchase or rights of first refusal affecting the  2


Land.  8.Intentionally
deleted.  9.That this declaration
is made with the intention that Chicago Title Insurance Company (the Company)
and its policy issuing agents will rely upon it in issuing their title
insurance policies and endorsements.  I declare under penalty
of perjury that the foregoing is true and correct.  Dated this            day of                    , 200     .  By:Printed Name:Its:   Subscribed and Sworn tobefore me this
           day of,
  200    .Notary PublicMy commission expires:  
 *Fill in the
applicable paragraph and strike the others. **Fill in the applicable
paragraph and strike the other.  3


FIRST AMENDMENT TO AGREEMENT OF PURCHASE  AND SALE AND JOINT ESCROW INSTRUCTIONS  THIS FIRST AMENDMENT TO
AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (this Amendment) is entered into as of the 13th day of October,
2008, by and between COUNTRYWIDE HOMES LOANS, INC., a New York corporation (Seller), and DTS, INC., a Delaware corporation (Buyer), with reference to the following facts:  1.RECITALS  A.Seller and Buyer entered into that certain
Agreement of Purchase and Sale and Joint Escrow Instructions dated as of August 28,
2008 (the Original Agreement), pursuant to
which Seller agreed to sell to Buyer, and Buyer agreed to purchase from Seller,
that certain property commonly known by the street address of 5220 Las Virgenes
Road, Calabasas, California, upon the terms and conditions set forth in the
Original Agreement.  B.On October 7, 2008, Buyer delivered to
Seller a letter which, among other things, set forth Buyers disapproval and
objection to certain conditions of the Property (i.e., boiler, HVAC and roof)
and other matters relating to the Property (i.e., suspension of Calabasas
Commerce Center II Association (the Association)),
which letter is hereinafter referred to as the Due
Diligence Letter.  C.Seller and Buyer now desire to modify and
amend the Original Agreement as hereinafter provided.  NOW,
THEREFORE, with
reference to the foregoing recitals of fact, and for good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, Buyer
and Seller hereby agree as follows:  1.Definitions.  Unless expressly superseded by
the terms of this Amendment, all capitalized terms used herein shall have the
same meaning as is given such terms in the Original Agreement.  For purposes of this Amendment, the Agreement shall mean and refer to the Original Agreement,
as amended by this Amendment.  2.Purchase Price. 
Notwithstanding anything to the contrary contained in the Original
Agreement, the Purchase Price shall be Fifteen Million Six Hundred Forty
Thousand Dollars ($15,640,000.00).  3.Waiver of Buyers Contingencies. 
Pursuant to the terms of the Agreement, and subject to the provisions of
this Paragraph 3, Buyer hereby waives its right to terminate the
Agreement based on Buyers objection to or disapproval of the matters set forth
in Sections 8.1.2 and 9.1 of the Original Agreement; provided, however, nothing
contained in this Paragraph 3 shall constitute a waiver of (i) any
closing conditions that continue beyond the Due Diligence Period pursuant to
the terms of the Agreement, (ii) any of Sellers obligations set forth in
the Agreement, including, without limitation, Sellers obligations set forth
below in Paragraph 4.  4.Additional Covenants to be Performed by
Seller Prior to Closing.  Without limitation of any other obligations
of Seller set forth in the Agreement, Seller shall perform the following
covenants prior to the Closing Date, Sellers performance of which shall be
deemed conditions precedent to Buyers  1


obligations under the Agreement (and shall therefore
constitute additional contingencies to Buyers obligations pursuant to Section 8.1
of the Original Agreement):  (a)Revive
Association.  Seller shall cause the Association to be
placed back into good standing and revived with both the California Secretary
of State and the California Franchise Tax Board.  (b)Association
Directors.  Seller shall cause (a) Patrick Benton
and Jay Laifman to resign from the Associations Board of Directors (the Board) prior to the Closing Date, (b) John OBrien to
fill the two vacancies on the Board with two persons designated by Buyer
effective as of the Closing, and (c) John OBrien to resign from the Board
effective as of the date immediately following the Closing.  5.No Other Amendments.  The
Original Agreement has not been amended other than by this Amendment and, as
amended by this Amendment, the Original Agreement is and remains in full force
and effect and is hereby ratified by Seller and Buyer.  In the event of any conflict between this
Amendment and the Original Agreement, the terms of this Amendment shall
prevail.  6.Counterparts.  This
Amendment may be executed in counterparts, each of which shall be deemed and
original and all of which counterparts taken together shall constitute but one
and the same agreement.  Either party may
deliver its signature hereto by telecopy or electronic mail.  Escrow Holder and any party that receives an
executed signature page hereto from another party by telecopy or via
electronic mail may rely upon said signature page as if it was a signed
original.  IN WITNESS WHEREOF, this
Amendment has been executed as of the day and year first above written.   SELLER:
  BUYER:COUNTRYWIDE HOME LOANS,
  INC.,
  DTS, INC.,a New York corporation
  a Delaware corporationBy:
  /s/ John OBrien
  
  By:
  /s/ Jon E. KirchnerName:
  John OBrien
  
  Name:
  Jon E. KirchnerIts:
  EVP Facility Operations
  
  Its:
  President & CEO  2