Unassociated Document


    EXHIBIT
      10.3

    


    STANDARD
      MULTI-TENANT OFFICE LEASE - GROSS

    


    AIR
      COMMERCIAL REAL ESTATE ASSOCIATION

    


    1.
      BASIC PROVISIONS ("BASIC PROVISIONS").

    


    1.1
      PARTIES: This Lease ("LEASE"), dated for reference purposes only

    August
      16, 2005 , is made by and between Beverly Robertson Design Plaza, a


    California
      General Partnership__________________________________________________


    ______________________________________________________________________("LESSOR")
      

    and
      Arbios System, Inc., a California Corporation_______________________________
      

    _____________________________________________________________________("LESSEE"),
      

    (collectively
      the `PARTIES", or individually a "PARTY"). 

    


    1.2(a)
      PREMISES: That certain portion of the Project (as defined below), known as
      Suite
      Numbers(s)
      #304
floor(s),
      consisting of a approximately 2,027
      rentable
      square feet and approximately
      1,622
useable
      square feet ("PREMISES"). The Premises are located at:__8797 Beverly Blvd.,__
      in
      the City of __Los Angeles,__ County of __Los Angeles,__State of__California__
      with zip code 90048. In addition to Lessee's rights to use and occupy the
      Premises as hereinafter specified, Lessee shall have non-exclusive rights to
      the
      Common Areas (as defined in Paragraph 2.7 below) as hereinafter specified,
      but
      shall not have any rights to the roof, the exterior walls, the area above the
      dropped ceilings, or the utility raceways of the building containing the
      Premises ("BUILDING") or to any other buildings in the Project. The Premises,
      the Building, the Common Areas, the land upon which they are located, along
      with
      all other buildings and improvements thereon, are herein collectively referred
      to as the "PROJECT." The Project consists of approximately __24,000__ rentable
      square feet. (See also Paragraph 2) 

    


    1.2(b)
      PARKING:
      0
unreserved
      and 4_ reserved
      vehicle parking spaces at a monthly cost of ____ per unreserved space and
      $
      98.00
per
      reserved space. (See Paragraph 2.6) Tenant shall be entitled to two (2) Parking
      Space at no charge. 

    


    1.3
      TERM:
      (two) 2 years
      and
      __0__months ("ORIGINAL TERM") commencing September
      1, 2005
      ("COMMENCEMENT DATE") and ending August
      31, 2007
      ("EXPIRATION DATE"). (See also Paragraph 3) 

    


    1.4
      EARLY
      POSSESSION:
      N/A
("EARLY
      POSSESSION DATE"). (See also Paragraphs 3.2 and 3.3) 

    


    1.5
      BASE
      RENT:
      $5,777.00 per
      month
      ("BASE RENT)", payable on the__1st__ day of each month commencing September
      1,
      2005 . (See also Paragraph 4) | | If this box is checked, there are provisions
      in this Lease for the Base Rent to be adjusted. 

    


    1.6
      LESSEE'S SHARE OF OPERATING EXPENSE INCREASE:
      8.4
percent
      (8.4%) ("LESSEE'S SHARE"). Lessee's Share has been calculated by dividing the
      approximate rentable square footage of the Premises by the total approximate
      square footage of the rentable space contained in the Project and shall not
      be
      subject to revision except in connection with an actual change in the size
      of
      the Premises or a change in the space available for lease in the Project.


    


    1.7
      BASE RENT AND OTHER MONIES PAID UPON EXECUTION: 

    


    (a)
      BASE
      RENT:
      $5,777.00 for
      the
      period
      September 1, 2005

    


    (b)
      SECURITY DEPOSIT:
      $5,777.00 ("SECURITY
      DEPOSIT"). (See also Paragraph 5) 

    


    (c)
      PARKING: $
      0.00
for
      the
      period _________. 

    


    (d)
      OTHER: $____________for___________ 

    


    (e)
      TOTAL
      DUE UPON EXECUTION OF THIS LEASE: $
      11,554.00

    


    


    1.8
      AGREED USE: Office Use______________________________________________


    _________________________________________________________(See
      also Paragraph 6). 

    


    1.9
      BASE
      YEAR; INSURING PARTY. The Base Year is
      2005
      . Lessor
      is
      the "INSURING PARTY". (See also Paragraphs 4.2 and 8) 

    


    1.10
      REAL
      ESTATE BROKERS: (See also Paragraph 15) 

    


    (a)
      REPRESENTATION: The following real estate brokers ( the "BROKERS") and brokerage
      relationships exist in this transaction (check applicable boxes): 

    


    |_|
      __None__ represents Lessor exclusively ("LESSOR'S BROKER"); |_| __None__
      represents Lessee exclusively ("LESSEE'S Broker"); or 

    


    |_|
      ________ represents both Lessor and Lessee ("DUAL AGENCY"). 

     

    (b)PAYMENT
      TO BROKERS: Upon execution and delivery of this Lease by both Parties, Lessor
      shall pay to the Brokers the brokerage fee agreed to in a separate written
      agreement (or if there is no such agreement, the sum of _________ or _________
      %
      of the total Base Rent for the brokerage services rendered by the Brokers).
      

    


    1.11
      GUARANTOR. The obligations of the Lessee under this Lease shall be guaranteed
      by
      __N/A__ ("GUARANTOR"). (See also Paragraph 37) 

    


    1.12
      BUSINESS HOURS FOR THE BUILDING:: __8:00__a.m. to __6:00__p.m., Mondays through
      Fridays (except Building Holidays) and __9:00__a.m. to __1:00__ p.m. on
      Saturdays (except Building Holidays). "BUILDING HOLIDAYS" shall mean the dates
      of observation of New Year's Day, President's Day, Memorial Day, Independence
      Day, Labor Day, Thanksgiving Day, Christmas Day, and ___________. 

    


     

     

    
      	 Initials 	
               Initials
                /s/ Moussa Shaaya, /s/ Jacek
                Rozga

            


    

    

      
        
          
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    1.13
      LESSOR SUPPLIED SERVICES. Notwithstanding the provisions of Paragraph 11.1,
      Lessor is NOT obligated to provide the following: 

    


    |_|
      Janitorial services 

    |_|
      Electricity 

    |_|
      Other
      (specify):____________________________________________________________


    


    1.14
      ATTACHMENTS. Attached hereto are the following, all of which constitute a part
      of this Lease: 

    


    |_|
      an
      Addendum consisting of Paragraphs _______________through_________________ |_|
      a
      plot plan depicting the Premises; |_| a current set of the Rules and
      Regulations; |_| a Work Letter; 

    |_|
      a
      janitorial schedule; 

    |_|
      other (specify):____________________________________________________________
      

    2.
      PREMISES. 

    


    2.1
      LETTING. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor,
      the Premises, for the term, at the rental, and upon all of the terms, covenants
      and conditions set forth in this Lease. Unless otherwise provided herein, any
      statement of size set forth in this Lease, or that may have been used in
      calculating Rent, is an approximation which the Parties agree is reasonable
      and
      any payments based thereon are not subject to revision whether or not the actual
      size is more or less. NOTE: LESSEE IS ADVISED TO VERIFY THE ACTUAL SIZE PRIOR
      TO
      EXECUTING THIS LEASE. 

    


    2.2
      CONDITION. Lessor shall deliver the Premises to Lessee in a clean condition
      on
      the Commencement Date or the Early Possession Date, whichever first occurs
      ("START DATE"), and warrants that the existing electrical, plumbing, fire
      sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"),
      and all other items which the Lessor is obligated to construct pursuant to
      the
      Work Letter attached hereto, if any, other than those constructed by Lessee,
      shall be in good operating condition on said date. 

    


    2.3
      COMPLIANCE. Lessor warrants that the improvements comprising the Premises and
      the Common Areas comply with the building codes that were in effect at the
      time
      that each such improvement, or portion thereof, was constructed, and also with
      all applicable laws, covenants or restrictions of record, regulations, and
      ordinances ("APPLICABLE Requirements") in effect on the Start Date. Said
      warranty does not apply to the use to which Lessee will put the Premises,
      modifications which may be required by the Americans with Disabilities Act
      or
      any similar laws as a result of Lessee's use (see Paragraph 50), or to any
      Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made
      or to
      be made by Lessee. NOTE: LESSEE IS RESPONSIBLE FOR DETERMINING WHETHER OR NOT
      THE ZONING AND OTHER APPLICABLE REQUIREMENTS ARE APPROPRIATE FOR LESSEE'S
      INTENDED USE, AND ACKNOWLEDGES THAT PAST USES OF THE PREMISES MAY NO LONGER
      BE
      ALLOWED. If the Premises do not comply with said warranty, Lessor shall, except
      as otherwise provided, promptly after receipt of written notice from Lessee
      setting forth with specificity the nature and extent of such non-compliance,
      rectify the same. If the Applicable Requirements are hereafter changed so as
      to
      require during the term of this Lease the construction of an addition to or
      an
      alteration of the Premises, the remediation of any Hazardous Substance, or
      the
      reinforcement or other physical modification of the Premises ("CAPITAL
      EXPENDITURE"), Lessor and Lessee shall allocate the cost of such work as
      follows: 

    


    (a)Subject
      to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result
      of the specific and unique use of the Premises by Lessee as compared with uses
      by tenants in general, Lessee shall be fully responsible for the cost thereof,
      provided, however that if such Capital Expenditure is required during the last
      2
      years of this Lease and the cost thereof exceeds 6 months' Base Rent, Lessee
      may
      instead terminate this Lease unless Lessor notifies Lessee, in writing, within
      10 days after receipt of Lessee's termination notice that Lessor has elected
      to
      pay the difference between the actual cost thereof and the amount equal to
      6
      months' Base Rent, If Lessee elects termination, Lessee shall immediately cease
      the use of the Premises which requires such Capital Expenditure and deliver
      to
      Lessor written notice specifying a termination date at least 90 days thereafter.
      Such termination date shall, however, in no event be earlier than the last
      day
      that Lessee could legally utilize the Premises without commencing such Capital
      Expenditure. 

    


    (b)If
      such Capital Expenditure is not the result of the specific and unique use of
      the
      Premises by Lessee (such as, governmentally mandated seismic modifications),
      then Lessor and Lessee shall allocate the cost of such Capital Expenditure
      as
      follows: Lessor shall advance the funds necessary for such Capital Expenditure
      but Lessee shall be obligated to pay, each month during the remainder of the
      term of this Lease, on the date on which Base Rent is due, an amount equal
      to
      the product of multiplying Lessee's share of the cost of such Capital
      Expenditure (the percentage specified in Paragraph 1.6 by a fraction, the
      numerator of which is one, and the denominator of which is 144 (ie. 1/144th
      of
      the cost per month). Lessee shall pay interest on the unamortized balance of
      Lessee's share at a rate that is commercially reasonable in the judgment of
      Lessor's accountants. Lessee may, however, prepay its obligation at any time.
      Provided, however, that if such Capital Expenditure is required during the
      last
      2 years of this Lease or if Lessor reasonably determines that it is not
      economically feasible to pay its share thereof, Lessor shall have the option
      to
      terminate this Lease upon 90 days prior written notice to Lessee unless Lessee
      notifies Lessor, in writing, within 10 days after receipt of Lessor's
      termination notice that Lessee will pay for such Capital Expenditure. If Lessor
      does not elect to terminate, and fails to tender its share of any such Capital
      Expenditure, Lessee may advance such funds and deduct same, with Interest,
      from
      Rent until Lessor's share of such costs have been fully paid. If Lessee is
      unable to finance Lessor's share, or if the balance of the Rent due and payable
      for the remainder of this Lease is not sufficient to fully reimburse Lessee
      on
      an offset basis, Lessee shall have the right to terminate this Lease upon 30
      days written notice to Lessor. 

    


    (c)Notwithstanding
      the above, the provisions concerning Capital Expenditures are intended to apply
      only to nonvoluntary, unexpected, and new Applicable Requirements. If the
      Capital Expenditures are instead triggered by Lessee as a result of an actual
      or
      proposed change in use, change in intensity of use, or modification to the
      Premises then, and in that event, Lessee shall be fully responsible for the
      cost
      thereof, and Lessee shall not have any right to terminate this Lease.


    


    2.4
      ACKNOWLEDGEMENTS. Lessee acknowledges that: (a) Lessee has been advised by
      Lessor and/or Brokers to satisfy itself with respect to the condition of the
      Premises (including but not limited to the electrical, HVAC and fire sprinkler
      systems, security, environmental aspects, and compliance with ApplicabIe
      Requirements), and their suitability for Lessee's intended use, (b) Lessee
      has
      made such investigation as it deems necessary with reference to such matters
      and
      assumes all responsibility therefor as the same relate to its occupancy of
      the
      Premises, and (c) neither Lessor, Lessor's agents, nor Brokers have made any
      oral or written representations or warranties with respect to said matters
      other
      than as set forth in this Lease. In addition, Lessor acknowledges that: (i)
      Brokers have made no representations, promises or warranties concerning Lessee's
      ability to honor the Lease or suitability to occupy the Premises, and (ii)
      it is
      Lessor's sole responsibility to investigate the financial capability and/or
      suitability of all proposed tenants. 

    


    2.5
      LESSEE AS PRIOR OWNER/OCCUPANT. The warranties made by Lessor in Paragraph
      2
      shall be of no force or effect if immediately prior to the Start Date, Lessee
      was the owner or occupant of the Premises. In such event, Lessee shall be
      responsible for any necessary corrective work. 

    


    2.6
      VEHICLE PARKING. So long as Lessee is not in default, and subject to the Rules
      and Regulations attached hereto, and as established by Lessor from time to
      time,
      Lessee shall be entitled to rent and use the number of parking spaces specified
      in Paragraph 1.2(b) at the rental rate applicable from time to time for monthly
      parking as set by Lessor and/or its licensee. 

    


    (a)If
      Lessee commits, permits or allows any of the prohibited activities described
      in
      the Lease or the rules then in effect, then Lessor shall have the right, without
      notice, in addition to such other rights and remedies that it may have, to
      remove or tow away the vehicle involved and charge the cost to Lessee, which
      cost shall be immediately payable upon demand by Lessor. 

    


    
      
        
          	 Initials 	
                   Initials
                    /s/ Moussa Shaaya, /s/ Jacek
                    Rozga

                


        


        
          
            
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    (b)The
      monthly rent per parking space specified in Paragraph 1.2(b) is subject to
      change upon 30 days prior written notice to Lessee. The rent for the parking
      is
      payable one month in advance prior to the first day of each calendar month.
      

    


    2.7
      COMMON AREAS - DEFINITION. The term "COMMON AREAS" is defined as all areas
      and
      facilities outside the Premises and within the exterior boundary line of the
      Project and interior utility raceways and installations within the Premises
      that
      are provided and designated by the Lessor from time to time for the general
      nonexclusive use of Lessor, Lessee and other tenants of the Project and their
      respective employees, suppliers, shippers, customers, contractors and invitees,
      including, but not limited to, common entrances, lobbies, corridors, stairwells,
      public restrooms, elevators, parking areas, loading and unloading areas, trash
      areas, roadways, walkways, driveways and landscaped areas. 

    


    2.8
      COMMON AREAS - LESSEE'S RIGHTS. Lessor grants to Lessee, for the benefit of
      Lessee and its employees, suppliers, shippers, contractors, customers and
      invitees, during the term of this Lease, the nonexclusive right to use, in
      common with others entitled to such use, the Common Areas as they exist from
      time to time, subject to any rights, powers, and privileges reserved by Lessor
      under the terms hereof or under the terms of any rules and regulations or
      restrictions governing the use of the Project. Under no circumstances shall
      the
      right herein granted to use the Common Areas be deemed to include the right
      to
      store any property, temporarily or permanently, in the Common Areas. Any such
      storage shall be permitted only by the prior written consent of Lessor or
      Lessor's designated agent, which consent may be revoked at any time. In the
      event that any unauthorized storage shall occur then Lessor shall have the
      right, without notice, in addition to such other rights and remedies that it
      may
      have, to remove the property and charge the cost to Lessee, which cost shall
      be
      immediately payable upon demand by Lessor. 

    


    2.9
      COMMON AREAS - RULES AND REGULATIONS. Lessor or such other person(s) as Lessor
      may appoint shall have the exclusive control and management of the Common Areas
      and shall have the right, from time to time, to adopt, modify, amend and enforce
      reasonable rules and regulations ("RULES AND REGULATIONS") for the management,
      safety, care, and cleanliness of the grounds, the parking and unloading of
      vehicles and the preservation of good order, as well as for the convenience
      of
      other occupants or tenants of the Building and the Project and their invitees.
      The Lessee agrees to abide by and conform to all such Rules and Regulations,
      and
      to cause its employees, suppliers, shippers, customers, contractors and invitees
      to so abide and conform. Lessor shall not be responsible to Lessee for the
      noncompliance with said Rules and Regulations by other tenants of the Project.
      

    


    2.10
      COMMON AREAS - CHANGES. Lessor shall have the right, in Lessor's sole
      discretion, from time to time: 

    


    (a)
      To
      make changes to the Common Areas, including, without limitation, changes in
      the
      location, size, shape and number of the lobbies, windows, stairways, air shafts,
      elevators, escalators, restrooms, driveways, entrances, parking spaces, parking
      areas, loading and unloading areas, ingress, egress, direction of traffic,
      landscaped areas, walkways and utility raceways; 

    


    (b)
      To
      close temporarily any of the Common Areas for maintenance purposes so long
      as
      reasonable access to the Premises remains available; 

     

    (c)
      To
      designate other land outside the boundaries of the Project to be a part of
      the
      Common Areas; 

    


    (d)
      To
      add additional buildings and improvements to the Common Areas; 

    


    (e)
      To
      use the Common Areas while engaged in making additional improvements, repairs
      or
      alterations to the Project, or any portion thereof; and 

    


    (f)
      To do
      and perform such other acts and make such other changes in, to or with respect
      to the Common Areas and Project as Lessor may, in the exercise of sound business
      judgment, deem to be appropriate. 

    


    3.
      TERM. 

    


    3.1
      TERM.
      The Commencement Date, Expiration Date and Original Term of this Lease are
      as
      specified in Paragraph 1.3. 

    


    3.2
      EARLY
      POSSESSION. If Lessee totally or partially occupies the Premises prior to the
      Commencement Date, the obligation to pay Base Rent shall be abated for the
      period of such early possession. All other terms of this Lease (including but
      not limited to the obligations to pay Lessee's Share of the Operating Expense
      Increase) shall, however, be in effect during such period. Any such early
      possession shall not affect the Expiration Date. 

    


    3.3
      DELAY
      IN POSSESSION. Lessor agrees to use its best commercially reasonable efforts
      to
      deliver possession of the Premises to Lessee by the Commencement Date, If,
      despite said efforts, Lessor is unable to deliver possession by such date,
      Lessor shall not be subject to any liability therefor, nor shall such failure
      affect the validity of this Lease. Lessee shall not, however, be obligated
      to
      pay Rent or perform its other obligations until Lessor delivers possession
      of
      the Premises and any period of rent abatement that Lessee would otherwise have
      enjoyed shall run from the date of delivery of possession and continue for
      a
      period equal to what Lessee would otherwise have enjoyed under the terms hereof,
      but minus any days of delay caused by the acts or omissions of Lessee. If
      possession is not delivered within 60 days after the Commencement Date, as
      the
      same may be extended under the terms of any Work Letter executed by Parties,
      Lessee may, at its option, by notice in writing within 10 days after the end
      of
      such 60 day period, cancel this Lease, in which event the Parties shall be
      discharged from all obligations hereunder, If such written notice is not
      received by Lessor within said 10 day period, Lessee's right to cancel shall
      terminate, If possession of the Premises is not delivered within 120 days after
      the Commencement Date, this Lease shall terminate unless other agreements are
      reached between Lessor and Lessee, in writing. 

    


    3.4
      LESSEE COMPLIANCE. Lessor shall not be required to deliver possession of the
      Premises to Lessee until Lessee complies with its obligation to provide evidence
      of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall
      be
      required to perform all of its obligations under this Lease from and after
      the
      Start Date, including the payment of Rent, notwithstanding Lessor's election
      to
      withhold possession pending receipt of such evidence of insurance. Further,
      if
      Lessee is required to perform any other conditions prior to or concurrent with
      the Start Date, the Start Date shall occur but Lessor may elect to withhold
      possession until such conditions are satisfied. 

    


    4.
      RENT. 

    


    4.1.
      RENT
      DEFINED. All monetary obligations of Lessee to Lessor under the terms of this
      Lease (except for the Security Deposit) are deemed to be rent ("Rent").


    


    4.2
      OPERATING EXPENSE INCREASE. Lessee shall pay to Lessor during the term hereof,
      in addition to the Base Rent, Lessee's Share of the amount by which all
      Operating Expenses for each Comparison Year exceeds the amount of all Operating
      Expenses for the Base Year, such excess being hereinafter referred to as the
      "OPERATING EXPENSE INCREASE", in accordance with the following provisions:
      

    


    (a)
      "BASE
      YEAR" is as specified in Paragraph 1.9. 

    


    (b)
      "COMPARISON YEAR" is defined as each calendar year during the term of this
      Lease
      subsequent to the Base Year; provided, however, Lessee shall have no obligation
      to pay a share of the Operating Expense Increase applicable to the first 12
      months of the Lease Term (other than such as are mandated by a governmental
      authority, as to which government mandated expenses Lessee shall pay Lessee's
      Share, notwithstanding they occur during the first twelve (12) months). Lessee's
      Share of the Operating Expense Increase for the first and last Comparison Years
      of the Lease Term shall be prorated according to that portion of such Comparison
      Year as to which Lessee is responsible for a share of such increase.


    


    (c)
      "OPERATING EXPENSES" include all costs incurred by Lessor relating to the
      ownership and operation of the Project, calculated as if the Project was at
      least 95% occupied, including, but not limited to, the following: 

    


    (i)
      The
      operation, repair, and maintenance in neat, clean, safe, good order and
      condition, but not the replacement (see subparagraph (g)), of the following:
      

     

    
 

    
      	 Initials 	
               Initials
                /s/ Moussa Shaaya, /s/ Jacek
                Rozga

            


    

    

      
        
          
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    (aa)
      The
      Common Areas, including their surfaces, coverings, decorative items, carpets,
      drapes and window coverings, and including parking areas, loading and unloading
      areas, trash areas, roadways, sidewalks, walkways, stairways, parkways,
      driveways, landscaped areas, striping, bumpers, irrigation systems, Common
      Area
      lighting facilities, building exteriors and roofs, fences and gates;


    


    (bb)
      All
      heating, air conditioning, plumbing, electrical systems, life safety equipment,
      communication systems and other equipment used in common by, or for the benefit
      of, lessees or occupants of the Project, including elevators and escalators,
      tenant directories, fire detection systems including sprinkler system
      maintenance and repair. 

    


    (ii)
      Trash disposal, janitorial and security services, pest control services, and
      the
      costs of any environmental inspections;

    


    (iii)
      Any
      other service to be provided by Lessor that is elsewhere in this Lease stated
      to
      be an "Operating Expense"; 

    


    (iv)
      The
      cost of the premiums for the insurance policies maintained by Lessor pursuant
      to
      paragraph 8 and any deductible portion of an insured loss concerning the
      Building or the Common Areas; 

    


    (v)
      The
      amount of the Real Property Taxes payable by Lessor pursuant to paragraph 10;
      

    


    (vi)
      The
      cost of water, sewer, gas, electricity, and other publicly mandated services
      not
      separately metered; 

    


    (vii)
      Labor, salaries, and applicable fringe benefits and costs, materials, supplies
      and tools, used in maintaining and/or cleaning the Project and accounting and
      management fees attributable to the operation of the Project; 

    


    (viii)
      The cost of any Capital Expenditure to the Building or the Project not covered
      under the provisions of Paragraph 2.3 provided; however, that essor shall
      allocate the cost of any such Capital Expenditure over a 12 year period and
      Lessee shall not be required to pay more than Lessee's Share of 1/144th of
      the
      cost of such Capital Expenditure in any given month; 

    


    (ix)
      Replacement of equipment or improvements that have a useful life for accounting
      purposes of 5 years or less. 

    


    (d)
      Any
      item of Operating Expense that is specifically attributable to the Premises,
      the
      Building or to any other building in the Project or to the operation, repair
      and
      maintenance thereof, shall be allocated entirely to such Premises, Building,
      or
      other building. However, any such item that is not specifically attributable
      to
      the Building or to any other building or to the operation, repair and
      maintenance thereof, shall be equitably allocated by Lessor to all buildings
      in
      the Project. 

    


    (e)
      The
      inclusion of the improvements, facilities and services set forth in Subparagraph
      4.2(c) shall not be deemed to impose an obligation upon Lessor to either have
      said improvements or facilities or to provide those services unless the Project
      already has the same, Lessor already provides the services, or Lessor has agreed
      elsewhere in this Lease to provide the same or some of them. 

    


    (f)
      Lessee's Share of Operating Expense Increase shall be payable by Lessee within
      10 days after a reasonably detailed statement of actual expenses is presented
      to
      Lessee by Lessor. At Lessor's option, however, an amount may be estimated by
      Lessor from time to time in advance of Lessee's Share of the Operating Expense
      Increase for any Comparison Year, and the same shall be payable monthly during
      each Comparison Year of the Lease term, on the same day as the Base Rent is
      due
      hereunder. In the event that Lessee pays Lessor's estimate of Lessee's Share
      of
      Operating Expense Increase as aforesaid, Lessor shall deliver to Lessee within
      60 days after the expiration of each Comparison Year a reasonably detailed
      statement showing Lessee's Share of the actual Operating Expense Increase
      incurred during such year. If Lessee's payments under this paragraph (f) during
      said Comparison Year exceed Lessee's Share as indicated on said statement,
      Lessee shall be entitled to credit the amount of such overpayment against
      Lessee's Share of Operating Expense Increase next falling due. If Lessee's
      payments under this paragraph during said Comparison Year were less than
      Lessee's Share as indicated on said statement, Lessee shall pay to Lessor the
      amount of the deficiency within 10 days after delivery by Lessor to Lessee
      of
      said statement. Lessor and Lessee shall forthwith adjust between them by cash
      payment any balance determined to exist with respect to that portion of the
      last
      Comparison Year for which Lessee is responsible as to Operating Expense
      Increases, notwithstanding that the Lease term may have terminated before the
      end of such Comparison Year. 

    


    (g)
      Operating Expenses shall not include the costs of replacement for equipment
      or
      capital components such as the roof, foundations, exterior walls or a Common
      Area capital improvement, such as the parking lot paving, elevators, fences
      that
      have a useful life for accounting purposes of 5 years or more unless it is
      of
      the type described in paragraph 4.2(c) (viii), in which case their cost shall
      be
      included as above provided. 

    


    (h)
      Operating Expenses shall not include any expenses paid by any tenant directly
      to
      third parties, or as to which Lessor is otherwise reimbursed by any third party,
      other tenant, or by insurance proceeds. 

    


    4.3
      PAYMENT. Lessee shall cause payment of Rent to be received by Lessor in lawful
      money of the United States on or before the day on which it is due, without
      offset or deduction (except as specifically permitted in this Lease). Rent
      for
      any period during the term hereof which is for less than one full calendar
      month
      shall be prorated based upon the actual number of days of said month. Payment
      of
      Rent shall be made to Lessor at its address stated herein or to such other
      persons or place as Lessor may from time to time designate in writing.
      Acceptance of a payment which is less than the amount then due shall not be
      a
      waiver of Lessor's rights to the balance of such Rent, regardless of Lessor's
      endorsement of any check so stating. In the event that any check, draft, or
      other instrument of payment given by Lessee to Lessor is dishonored for any
      reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any Late
      Charge. Payments will be applied first to accrued late charges and attorney's
      fees, second to accrued interest, then to Base Rent and Operating Expense
      Increase, and any remaining amount to any other outstanding charges or costs.
      

    


    5.
      SECURITY DEPOSIT. Lessee shall deposit with Lessor upon execution hereof the
      Security Deposit as security for Lessee's faithful performance of its
      obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults
      under this Lease, Lessor may use, apply or retain all or any portion of said
      Security Deposit for the payment of any amount due Lessor or to reimburse or
      compensate Lessor for any liability, expense, loss or damage which Lessor may
      suffer or incur by reason thereof, If Lessor uses or applies all or any portion
      of the Security Deposit, Lessee shall within 10 days after written request
      therefor, deposit monies with Lessor sufficient to restore said Security Deposit
      to the full amount required by this Lease. If the Base Rent increases during
      the
      term of this Lease, Lessee shall, upon written request from Lessor, deposit
      additional moneys with Lessor so that the total amount of the Security Deposit
      shall at all times bear the same proportion to the increased Base Rent as the
      initial Security Deposit bore to the initial Base Rent. Should the Agreed Use
      be
      amended to accommodate a material change in the business of Lessee or to
      accommodate a sublessee or assignee, Lessor shall have the right to increase
      the
      Security Deposit to the extent necessary, in Lessor's reasonable judgment,
      to
      account for any increased wear and tear that the Premises may suffer as a result
      thereof. If a change in control of Lessee occurs during this Lease and following
      such change the financial condition of Lessee is, in Lessor's reasonable
      judgment, significantly reduced, Lessee shall deposit such additional monies
      with Lessor as shall be sufficient to cause the Security Deposit to be at a
      commercially reasonable level based on such change in financial condition.
      Lessor shall not be required to keep the Security Deposit separate from its
      general accounts, Within 14 days after the expiration or termination of this
      Lease, if Lessor elects to apply the Security Deposit only to unpaid Rent,
      and
      otherwise within 30 days after the Premises have been vacated pursuant to
      Paragraph 7.4(c) below, Lessor shall return that portion of the Security Deposit
      not used or applied by Lessor, No part of the Security Deposit shall be
      considered to be held in trust, to bear interest or to be prepayment for any
      monies to be paid by Lessee under this Lease. 

    


    6.
      USE. 

    


    6.1
      USE.
      Lessee shall use and occupy the Premises only for the Agreed Use, or any other
      legal use which is reasonably comparable thereto, and for no other purpose.
      Lessee shall not use or permit the use of the Premises in a manner that is
      unlawful, creates damage, waste or a nuisance, or that disturbs occupants of
      or
      causes damage to neighboring premises or properties. Lessor shall not
      unreasonably withhold or delay its consent to any written request for a
      modification of the Agreed Use, so long as the same will not impair the
      structural integrity of the improvements of the Building, will not adversely
      affect the mechanical, electrical, HVAC, and other systems of the Building,
      and/or will not affect the exterior appearance of the Building. If Lessor elects
      to withhold consent, Lessor shall within 7 days after such request give written
      notification of same, which notice shall include an explanation of Lessor's
      objections to the change in the Agreed Use. 

    


    
      
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    6.2
      HAZARDOUS SUBSTANCES. 

    


    (a)REPORTABLE
      USES REQUIRE CONSENT. The term "HAZARDOUS SUBSTANCE" as used in this Lease
      shall
      mean any product, substance, or waste whose presence, use, manufacture,
      disposal, transportation, or release, either by itself or in combination with
      other materials expected to be on the Premises, is either: (i) potentially
      injurious to the public health, safety or welfare, the environment or the
      Premises, (ii) regulated or monitored by any governmental authority, or (iii)
      a
      basis for potential liability of Lessor to any governmental agency or third
      party under any applicable statute or common law theory. Hazardous Substances
      shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or
      crude oil or any products, byproducts or fractions thereof. Lessee shall not
      engage in any activity in or on the Premises which constitutes a Reportable
      Use
      of Hazardous Substances without the express prior written consent of Lessor
      and
      timely compliance (at Lessee's expense) with all Applicable Requirements.
      "REPORTABLE USE" shall mean (i) the installation or use of any above or below
      ground storage tank, (ii) the generation, possession, storage, use,
      transportation, or disposal of a Hazardous Substance that requires a permit
      from, or with respect to which a report, notice, registration or business plan
      is required to be filed with, any governmental authority, and/or (iii) the
      presence at the Premises of a Hazardous Substance with respect to which any
      Applicable Requirements requires that a notice be given to persons entering
      or
      occupying the Premises or neighboring properties. Notwithstanding the foregoing,
      Lessee may use any ordinary and customary materials reasonably required to
      be
      used in the normal course of the Agreed Use such as ordinary office supplies
      (copier toner, liquid paper, glue, etc.) and common household cleaning
      materials, so long as such use is in compliance with all Applicable
      Requirements, is not a Reportable Use, and does not expose the Premises or
      neighboring property to any meaningful risk of contamination or damage or expose
      Lessor to any liability therefor. In addition, Lessor may condition its consent
      to any Reportable Use upon receiving such additional assurances as Lessor
      reasonably deems necessary to protect itself, the public, the Premises and/or
      the environment against damage, contamination, injury and/or liability,
      including, but not limited to, the installation (and removal on or before Lease
      expiration or termination) of protective modifications (such as concrete
      encasements) and/or increasing the Security Deposit. 

    


    (b)DUTY
      TO INFORM LESSOR. If Lessee knows, or has reasonable cause to believe, that
      a
      Hazardous Substance has come to be located in, on, under or about the Premises,
      other than as previously consented to by Lessor, Lessee shall immediately give
      written notice of such fact to Lessor, and provide Lessor with a copy of any
      report, notice, claim or other documentation which it has concerning the
      presence of such Hazardous Substance. 

    


    (c)LESSEE
      REMEDIATION. Lessee shall not cause or permit any Hazardous Substance to be
      spilled or released in, on, under, or about the Premises (including through
      the
      plumbing or sanitary sewer system) and shall promptly, at Lessee's expense,
      comply with all Applicable Requirements and take all investigatory and/or
      remedial action reasonably recommended, whether or not formally ordered or
      required, for the cleanup of any contamination of, and for the maintenance,
      security and/or monitoring of the Premises or neighboring properties, that
      was
      caused or materially contributed to by Lessee, or pertaining to or involving
      any
      Hazardous Substance brought onto the Premises during the term of this Lease,
      by
      or for Lessee, or any third party, 

    


    (d)LESSEE
      INDEMNIFICATION. Lessee shall indemnify, defend and hold Lessor, its agents,
      employees, lenders and ground lessor, if any, harmless from and against any
      and
      all loss of rents and/or damages, liabilities, judgments, claims, expenses,
      penalties, and attorneys' and consultants' fees arising out of or involving
      any
      Hazardous Substance brought onto the Premises by or for Lessee, or any third
      party (provided, however, that Lessee shall have no liability under this Lease
      with respect to underground migration of any Hazardous Substance under the
      Premises from areas outside of the Project not caused or contributed to by
      Lessee). Lessee's obligations shall include, but not be limited to, the effects
      of any contamination or injury to person, property or the environment created
      or
      suffered by Lessee, and the cost of investigation, removal, remediation,
      restoration and/or abatement, and shall survive the expiration or termination
      of
      this Lease. No termination, cancellation or release agreement entered into
      by
      Lessor and Lessee shall release Lessee from its obligations under this Lease
      with respect to Hazardous Substances, unless specifically so agreed by Lessor
      in
      writing at the time of such agreement. 

    


    (e)LESSOR
      INDEMNIFICATION. Lessor and its successors and assigns shall indemnify, defend,
      reimburse and hold Lessee, its employees and lenders, harmless from and against
      any and all environmental damages, including the cost of remediation, which
      result from Hazardous Substances which existed on the Premises prior to Lessee's
      occupancy or which are caused by the gross negligence or willful misconduct
      of
      Lessor, its agents or employees. Lessor's obligations, as and when required
      by
      the Applicable Requirements, shall include, but not be limited to, the cost
      of
      investigation, removal, remediation, restoration and/or abatement, and shall
      survive the expiration or termination of this Lease. 

    


    (f)INVESTIGATIONS
      AND REMEDIATIONS. Lessor shall retain the responsibility and pay for any
      investigations or remediation measures required by governmental entities having
      jurisdiction with respect to the existence of Hazardous Substances on the
      Premises prior to Lessee's occupancy, unless such remediation measure is
      required as a result of Lessee's use (including "Alterations", as defined in
      paragraph 7.3(a) below) of the Premises, in which event Lessee shall be
      responsible for such payment. Lessee shall cooperate fully in any such
      activities at the request of Lessor, including allowing Lessor and Lessor's
      agents to have reasonable access to the Premises at reasonable times in order
      to
      carry out Lessor's investigative and remedial responsibilities. 

    


    (g)LESSOR
      TERMINATION OPTION. If a Hazardous Substance Condition (see Paragraph 9.1(e))
      occurs during the term of this Lease, unless Lessee is legally responsible
      therefor (in which case Lessee shall make the investigation and remediation
      thereof required by the Applicable Requirements and this Lease shall continue
      in
      full force and effect, but subject to Lessor's rights under Paragraph 6.2(d)
      and
      Paragraph 13), Lessor may, at Lessor's option, either (i) investigate and
      remediate such Hazardous Substance Condition, if required, as soon as reasonably
      possible at Lessor's expense, in which event this Lease shall continue in full
      force and effect, or (ii) if the estimated cost to remediate such condition
      exceeds 12 times the then monthly Base Rent or $100,000, whichever is greater,
      give written notice to Lessee, within 30 days after receipt by Lessor of
      knowledge of the occurrence of such Hazardous Substance Condition, of Lessor's
      desire to terminate this Lease as of the date 60 days following the date of
      such
      notice. In the event Lessor elects to give a termination notice, Lessee may,
      within 10 days thereafter, give written notice to Lessor of Lessee's commitment
      to pay the amount by which the cost of the remediation of such Hazardous
      Substance Condition exceeds an amount equal to 12 times the then monthly Base
      Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said
      funds or satisfactory assurance thereof within 30 days following such
      commitment. In such event, this Lease shall continue in full force and effect,
      and Lessor shall proceed to make such remediation as soon as reasonably possible
      after the required funds are available, If Lessee does not give such notice
      and
      provide the required funds or assurance thereof within the time provided, this
      Lease shall terminate as of the date specified in Lessor's notice of
      termination. 

    


    6.3
      LESSEE'S COMPLIANCE WITH APPLICABLE REQUIREMENTS. Except as otherwise provided
      in this Lease, Lessee shall, at Lessee's sole expense, fully, diligently and
      in
      a timely manner, materially comply with all Applicable Requirements, the
      requirements of any applicable fire insurance underwriter or rating bureau,
      and
      the recommendations of Lessor's engineers and/or consultants which relate in
      any
      manner to the Premises, without regard to whether said requirements are now
      in
      effect or become effective after the Start Date. Lessee shall, within 10 days
      after receipt of Lessor's written request, provide Lessor with copies of all
      permits and other documents, and other information evidencing Lessee's
      compliance with any Applicable Requirements specified by Lessor, and shall
      immediately upon receipt, notify Lessor in writing (with copies of any documents
      involved) of any threatened or actual claim, notice, citation, warning,
      complaint or report pertaining to or involving the failure of Lessee or the
      Premises to comply with any Applicable Requirements. 

    


    6.4
      INSPECTION; COMPLIANCE. Lessor and Lessor's "LENDER" (as defined in Paragraph
      30) and consultants shall have the right to enter into Premises at any time,
      in
      the case of an emergency, and otherwise at reasonable times, for the purpose
      of
      inspecting the condition of the Premises and for verifying compliance by Lessee
      with this Lease. The cost of any such inspections shall be paid by Lessor,
      unless a violation of Applicable Requirements, or a Hazardous Substance
      Condition (see paragraph 9.1e) is found to exist or be imminent, or the
      inspection is requested or ordered by a governmental authority. In such case,
      Lessee shall upon request reimburse Lessor for the cost of such inspection,
      so
      long as such inspection is reasonably related to the violation or contamination.
      

    


    
      
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                  Rozga

              


      

    


    
      
        
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    7.
      MAINTENANCE; REPAIRS; UTILITY INSTALLATIONS; TRADE FIXTURES AND ALTERATIONS.
      

    


    7.1
      LESSEE'S OBLIGATIONS. Notwithstanding Lessor's obligation to keep the Premises
      in good condition and repair, Lessee shall be responsible for payment of the
      cost thereof to Lessor as additional rent for that portion of the cost of any
      maintenance and repair of the Premises, or any equipment (wherever located)
      that
      serves only Lessee or the Premises, to the extent such cost is attributable
      to
      causes beyond normal wear and tear. Lessee shall be responsible for the cost
      of
      painting, repairing or replacing wall coverings, and to repair or replace any
      improvements with the Premises. Lessor may, at its option, upon reasonable
      notice, elect to have Lessee perform any particular such maintenance or repairs
      the cost of which is otherwise Lessee's responsibility hereunder, 

    


    7.2
      LESSOR'S OBLIGATIONS. Subject to the provisions of Paragraphs 2.2 (Condition),
      2.3 (Compliance), 4.2 (Operating Expenses), 6 (Use), 7.1 (Lessee's Obligations),
      9 (Damage or Destruction) and 14 (Condemnation), Lessor, subject to
      reimbursement pursuant to Paragraph 4.2, shall keep in good order, condition
      and
      repair the foundations, exterior walls, structural condition of interior bearing
      walls, exterior roof, fire sprinkler system, fire alarm and/or smoke detection
      systems, fire hydrants, and the Common Areas. Lessee expressly waives the
      benefit of any statute now or hereafter in effect to the extent it is
      inconsistent with the terms of this Lease. 

    


    7.3
      UTILITY INSTALLATIONS; TRADE FIXTURES; ALTERATIONS. 

    


    (a)DEFINITIONS.
      The term "UTILITY INSTALLATIONS" refers to all floor and window coverings,
      air
      lines, vacuum lines, power panels, electrical distribution, security and fire
      protection systems, communication cabling, lighting fixtures, HVAC equipment,
      and plumbing in or on the Premises. The term "TRADE FIXTURES" shall mean
      Lessee's machinery and equipment that can be removed without doing material
      damage to the Premises. The term "ALTERATIONS" shall mean any modification
      of
      the improvements, other than Utility Installations or Trade Fixtures, whether
      by
      addition or deletion. "LESSEE OWNED ALTERATIONS AND/OR UTILITY INSTALLATIONS"
      are defined as Alterations and/or Utility Installations made by Lessee that
      are
      not yet owned by Lessor pursuant to Paragraph 7.4(a). 

    


    (b)CONSENT.
      Lessee shall not make any Alterations or Utility Installations to the Premises
      without Lessor's prior written consent. Lessee may, however, make non-structural
      Utility Installations to the interior of the Premises (excluding the roof)
      without such consent but upon notice to Lessor, as long as they are not visible
      from the outside, do not involve puncturing, relocating or removing the roof,
      ceilings, floors or any existing walls, will not affect the electrical,
      plumbing, HVAC, and/or life safety systems, and the cumulative cost thereof
      during this Lease as extended does not exceed $2000. Notwithstanding the
      foregoing, Lessee shall not make or permit any roof penetrations and/or install
      anything on the roof without the prior written approval of Lessor. Lessor may,
      as a precondition to granting such approval, require Lessee to utilize a
      contractor chosen and/or approved by Lessor. Any Alterations or Utility
      Installations that Lessee shall desire to make and which require the consent
      of
      the Lessor shall be presented to Lessor in written form with detailed plans.
      Consent shall be deemed conditioned upon Lessee's: (i) acquiring all applicable
      governmental permits, (ii) furnishing Lessor with copies of both the permits
      and
      the plans and specifications prior to commencement of the work, and (iii)
      compliance with all conditions of said permits and other Applicable Requirements
      in a prompt and expeditious manner. Any Alterations or Utility Installations
      shall be performed in a workmanlike manner with good and sufficient materials.
      Lessee shall promptly upon completion furnish Lessor with asbuilt plans and
      specifications. For work which costs an amount in excess of one month's Base
      Rent, Lessor may condition its consent upon Lessee providing a lien and
      completion bond in an amount equal to 150% of the estimated cost of such
      Alteration or Utility Installation and/or upon Lessee's posting an additional
      Security Deposit with Lessor. 

    


    (c)LIENS;
      BONDS. Lessee shall pay, when due, all claims for labor or materials furnished
      or alleged to have been furnished to or for Lessee at or for use on the
      Premises, which claims are or may be secured by any mechanic's or materialmen's
      lien against the Premises or any interest therein. Lessee shall give Lessor
      not
      less than 10 days notice prior to the commencement of any work in, on or about
      the Premises, and Lessor shall have the right to post notices of
      non-responsibility. If Lessee shall contest the validity of any such lien,
      claim
      or demand, then Lessee shall, at its sole expense defend and protect itself,
      Lessor and the Premises against the same and shall pay and satisfy any such
      adverse judgment that may be rendered thereon before the enforcement thereof.
      If
      Lessor shall require, Lessee shall furnish a surety bond in an amount equal
      to
      150% of the amount of such contested lien, claim or demand, indemnifying Lessor
      against liability for the same. If Lessor elects to participate in any such
      action, Lessee shall pay Lessor's attorneys' fees and costs. 

    


    7.4
      OWNERSHIP; REMOVAL; SURRENDER; AND RESTORATION. 

    


    (a)OWNERSHIP.
      Subject to Lessor's right to require removal or elect ownership as hereinafter
      provided, all Alterations and Utility Installations made by Lessee shall be
      the
      property of Lessee, but considered a part of the Premises. Lessor may, at any
      time, elect in writing to be the owner of all or any specified part of the
      Lessee Owned Alterations and Utility Installations. Unless otherwise instructed
      per paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility
      Installations shall, at the expiration or termination of this Lease, become
      the
      property of Lessor and be surrendered by Lessee with the Premises. 

    


    (b)REMOVAL.
      By delivery to Lessee of written notice from Lessor not earlier than 90 and
      not
      later than 30 days prior to the end of the term of this Lease, Lessor may
      require that any or all Lessee Owned Alterations or Utility Installations be
      removed by the expiration or termination of this Lease. Lessor may require
      the
      removal at any time of all or any part of any Lessee Owned Alterations or
      Utility Installations made without the required consent. 

    


    (c)SURRENDER;
      RESTORATION. Lessee shall surrender the Premises by the Expiration Date or
      any
      earlier termination date, with all of the improvements, parts and surfaces
      thereof clean and free of debris, and in good operating order, condition and
      state of repair, ordinary wear and tear excepted. "Ordinary wear and tear"
      shall
      not include any damage or deterioration that would have been prevented by good
      maintenance practice. Notwithstanding the foregoing, if this Lease is for 12
      months or less, then Lessee shall surrender the Premises in the same condition
      as delivered to Lessee on the Start Date with NO allowance for ordinary wear
      and
      tear. Lessee shall repair any damage occasioned by the installation, maintenance
      or removal of Trade Fixtures, Lessee owned Alterations and/or Utility
      Installations, furnishings, and equipment as well as the removal of any storage
      tank installed by or for Lessee. Lessee shall also completely remove from the
      Premises any and all Hazardous Substances brought onto the Premises by or for
      Lessee, or any third party (except Hazardous Substances which were deposited
      via
      underground migration from areas outside of the Project) even if such removal
      would require Lessee to perform or pay for work that exceeds statutory
      requirements. Trade Fixtures shall remain the property of Lessee and shall
      be
      removed by Lessee. The failure by Lessee to timely vacate the Premises pursuant
      to this Paragraph 7.4(c) without the express written consent of Lessor shall
      constitute a holdover under the provisions of Paragraph 26 below. 

    


    8.
      INSURANCE; INDEMNITY. 

    


    8.1
      INSURANCE PREMIUMS. The cost of the premiums for the insurance policies
      maintained by Lessor pursuant to paragraph 8 are included as Operating Expenses
      (see paragraph 4.2 (c)(iv)). Said costs shall include increases in the premiums
      resulting from additional coverage related to requirements of the holder of
      a
      mortgage or deed of trust covering the Premises, Building and/or Project,
      increased valuation of the Premises, Building and/or Project, and/or a general
      premium rate increase. Said costs shall not, however, include any premium
      increases resulting from the nature of the occupancy of any other tenant of
      the
      Building. If the Project was not insured for the entirety of the Base Year,
      then
      the base premium shall be the lowest annual premium reasonably obtainable for
      the required insurance as of the Start Date, assuming the most nominal use
      possible of the Building and/or Project. In no event, however, shall Lessee
      be
      responsible for any portion of the premium cost attributable to liability
      insurance coverage in excess of $2,000,000 procured under Paragraph 8.2(b).
      

    


    
      
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                  Rozga

              


      

    


    
      
        
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    8.2
      LIABILITY INSURANCE. 

    


    (a)CARRIED
      BY LESSEE. Lessee shall obtain and keep in force a Commercial General Liability
      policy of insurance protecting Lessee and Lessor as an additional insured
      against claims for bodily injury, personal injury and property damage based
      upon
      or arising out of the ownership, use, occupancy or maintenance of the Premises
      and all areas appurtenant thereto. Such insurance shall be on an occurrence
      basis providing single limit coverage in an amount not less than $1,000,000
      per
      occurrence with an annual aggregate of not less than $2,000,000, an "Additional
      Insured-Managers or Lessors of Premises Endorsement" and contain the "Amendment
      of the Pollution Exclusion Endorsement" for damage caused by heat, smoke or
      fumes from a hostile fire. The policy shall not contain any intra-insured
      exclusions as between insured persons or organizations, but shall include
      coverage for liability assumed under this Lease as an "INSURED CONTRACT" for
      the
      performance of Lessee's indemnity obligations under this Lease. The limits
      of
      said insurance shall not, however, limit the liability of Lessee nor relieve
      Lessee of any obligation hereunder. All insurance carried by Lessee shall be
      primary to and not contributory with any similar insurance carried by Lessor,
      whose insurance shall be considered excess insurance only. 

    


    (b)CARRIED
      BY LESSOR. Lessor shall maintain liability insurance as described in Paragraph
      8.2(a), in addition to, and not in lieu of, the insurance required to be
      maintained by Lessee. Lessee shall not be named as an additional insured
      therein, 

    


    8.3
      PROPERTY INSURANCE - BUILDING, IMPROVEMENTS AND RENTAL VALUE.


    


    (a)BUILDING
      AND IMPROVEMENTS. Lessor shall obtain and keep in force a policy or policies
      of
      insurance in the name of Lessor, with loss payable to Lessor, any ground-lessor,
      and to any Lender insuring loss or damage to the Building and/or Project. The
      amount of such insurance shall be equal to the full replacement cost of the
      Building and/or Project, as the same shall exist from time to time, or the
      amount required by any Lender, but in no event more than the commercially
      reasonable and available insurable value thereof, Lessee Owned Alterations
      and
      Utility Installations, Trade Fixtures, and Lessee's personal property shall
      be
      insured by Lessee under Paragraph 8.4. If the coverage is available and
      commercially appropriate, such policy or policies shall insure against all
      risks
      of direct physical loss or damage (except the perils of flood and/or earthquake
      unless required by a Lender), including coverage for debris removal and the
      enforcement of any Applicable Requirements requiring the upgrading, demolition,
      reconstruction or replacement of any portion of the Premises as the result
      of a
      covered loss. Said policy or policies shall also contain an agreed valuation
      provision in lieu of any coinsurance clause, waiver of subrogation, and
      inflation guard protection causing an increase in the annual property insurance
      coverage amount by a factor of not less than the adjusted U.S. Department of
      Labor Consumer Price Index for All Urban Consumers for the city nearest to
      where
      the Premises are located. If such insurance coverage has a deductible clause,
      the deductible amount shall not exceed $1,000 per occurrence. 

    


    (b)RENTAL
      VALUE. Lessor shall also obtain and keep in force a policy or policies in the
      name of Lessor with loss payable to Lessor and any Lender, insuring the loss
      of
      the full Rent for one year with an extended period of indemnity for an
      additional 180 days ("RENTAL VALUE INSURANCE"). Said insurance shall contain
      an
      agreed valuation provision in lieu of any coinsurance clause, and the amount
      of
      coverage shall be adjusted annually to reflect the projected Rent otherwise
      payable by Lessee, for the next 12 month period. 

    


    (c)ADJACENT
      PREMISES. Lessee shall pay for any increase in the premiums for the property
      insurance of the Building and for the Common Areas or other buildings in the
      Project if said increase is caused by Lessee's acts, omissions, use or occupancy
      of the Premises. 

    


    (d)LESSEE'S
      IMPROVEMENTS. Since Lessor is the Insuring Party, Lessor shall not be required
      to insure Lessee Owned Alterations and Utility Installations unless the item
      in
      question has become the property of Lessor under the terms of this Lease.


    


    8.4
      LESSEE'S PROPERTY; BUSINESS INTERRUPTION INSURANCE. 

    


    (a)PROPERTY
      DAMAGE. Lessee shall obtain and maintain insurance coverage on all of Lessee's
      personal property, Trade Fixtures, and Lessee Owned Alterations and Utility
      Installations. Such insurance shall be full replacement cost coverage with
      a
      deductible of not to exceed $1,000 per occurrence. The proceeds from any such
      insurance shall be used by Lessee for the replacement of personal property,
      Trade Fixtures and Lessee Owned Alterations and Utility Installations. Lessee
      shall provide Lessor with written evidence that such insurance is in force.
      

    


    (b)BUSINESS
      INTERRUPTION. Lessee shall obtain and maintain loss of income and extra expense
      insurance in amounts as will reimburse Lessee for direct or indirect loss of
      earnings attributable to all perils commonly insured against by prudent lessees
      in the business of Lessee or attributable to prevention of access to the
      Premises as a result of such perils. 

    


    (c)NO
      REPRESENTATION OF ADEQUATE COVERAGE. Lessor makes no representation that the
      limits or forms of coverage of insurance specified herein are adequate to cover
      Lessee's property, business operations or obligations under this Lease.


    


    8.5
      INSURANCE POLICIES. Insurance required herein shall be by companies duly
      licensed or admitted to transact business in the state where the Premises are
      located, and maintaining during the policy term a "General Policyholders Rating"
      of at least B+, V, as set forth in the most current issue of "Best's Insurance
      Guide", or such other rating as may be required by a Lender. Lessee shall not
      do
      or permit to be done anything which invalidates the required insurance policies.
      Lessee shall, prior to the Start Date, deliver to Lessor certified copies of
      policies of such insurance or certificates evidencing the existence and amounts
      of the required insurance. No such policy shall be cancelable or subject to
      modification except after 30 days prior written notice to Lessor. Lessee shall,
      at least 30 days prior to the expiration of such policies, furnish Lessor with
      evidence of renewals or "insurance binders" evidencing renewal thereof, or
      Lessor may order such insurance and charge the cost thereof to Lessee, which
      amount shall be payable by Lessee to Lessor upon demand. Such policies shall
      be
      for a term of at least one year, or the length of the remaining term of this
      Lease, whichever is less. If either Party shall fail to procure and maintain
      the
      insurance required to be carried by it, the other Party may, but shall not
      be
      required to, procure and maintain the same. 

    


    8.6
      WAIVER OF SUBROGATION. Without affecting any other rights or remedies, Lessee
      and Lessor each hereby release and relieve the other, and waive their entire
      right to recover damages against the other, for loss of or damage to its
      property arising out of or incident to the perils required to be insured against
      herein. The effect of such releases and waivers is not limited by the amount
      of
      insurance carried or required, or by any deductibles applicable hereto. The
      Parties agree to have their respective property damage insurance carriers waive
      any right to subrogation that such companies may have against Lessor or Lessee,
      as the case may be, so long as the insurance is not invalidated thereby.


    


    8.7
      INDEMNITY. Except for Lessor's gross negligence or willful misconduct, Lessee
      shall indemnify, protect, defend and hold harmless the Premises, Lessor and
      its
      agents, Lessor's master or ground lessor, partners and Lenders, from and against
      any and all claims, loss of rents and/or damages, liens, judgments, penalties,
      attorneys' and consultants' fees, expenses and/or liabilities arising out of,
      involving, or in connection with, the use and/or occupancy of the Premises
      by
      Lessee. If any action or proceeding is brought against Lessor by reason of
      any
      of the foregoing matters, Lessee shall upon notice defend the same at Lessee's
      expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate
      with Lessee in such defense. Lessor need not have first paid any such claim
      in
      order to be defended or indemnified. 

    


    8.8
      EXEMPTION OF LESSOR FROM LIABILITY. Lessor shall not be liable for injury or
      damage to the person or goods, wares, merchandise or other property of Lessee,
      Lessee's employees, contractors, invitees, customers, or any other person in
      or
      about the Premises, whether such damage or injury is caused by or results from
      fire, steam, electricity, gas, water or rain, or from the breakage, leakage,
      obstruction or other defects of pipes, fire sprinklers, wires, appliances,
      plumbing, HVAC or lighting fixtures, or from any other cause, whether the said
      injury or damage results from conditions arising upon the Premises or upon
      other
      portions of the Building, or from other sources or places. Lessor shall not
      be
      liable for any damages arising from any act or neglect of any other tenant
      of
      Lessor nor from the failure of Lessor to enforce the provisions of any other
      lease in the Project. Notwithstanding Lessor's negligence or breach of this
      Lease, Lessor shall under no circumstances be liable for injury to Lessee's
      business or for any loss of income or profit therefrom. 

    


    
      
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    9.
      DAMAGE OR DESTRUCTION. 

    


    9.1
      DEFINITIONS. 

    


    (a)
      "PREMISES PARTIAL DAMAGE" shall mean damage or destruction to the improvements
      on the Premises, other than Lessee Owned Alterations and Utility Installations,
      which can reasonably be repaired in 3 months or less from the date of `the
      damage or destruction, and the cost thereof does not exceed a sum equal to
      6
      month's Base Rent. Lessor shall notify Lessee in writing within 30 days from
      the
      date of the damage or destruction as to whether or not the damage is Partial
      or
      Total. 

    


    (b)"PREMISES
      TOTAL DESTRUCTION" shall mean damage or destruction to the improvements on
      the
      Premises, other than Lessee Owned Alterations and Utility Installations and
      Trade Fixtures, which cannot reasonably be repaired in 3 months or less from
      the
      date of the damage or destruction and/or the cost thereof exceeds a sum equal
      to
      6 month's Base Rent. Lessor shall notify Lessee in writing within 30 days from
      the date of the damage or destruction as to whether or not the damage is Partial
      or Total. 

    


    (c)"INSURED
      LOSS" shall mean damage or destruction to improvements on the Premises, other
      than Lessee Owned Alterations and Utility Installations and Trade Fixtures,
      which was caused by an event required to be covered by the insurance described
      in Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits
      involved. 

    


    (d)"REPLACEMENT
      COST" shall mean the cost to repair or rebuild the improvements owned by Lessor
      at the time of the occurrence to their condition existing immediately prior
      thereto, including demolition, debris removal and upgrading required by the
      operation of Applicable Requirements, and without deduction for depreciation.
      

    


    (e)"HAZARDOUS
      SUBSTANCE CONDITION" shall mean the occurrence or discovery of a condition
      involving the presence of, or a contamination by, a Hazardous Substance as
      defined in Paragraph 6.2(a), in, on, or under the Premises which requires
      repair, remediation, or restoration. 

    


    9.2
      PARTIAL DAMAGE - INSURED LOSS. If a Premises Partial Damage that is an Insured
      Loss occurs, then Lessor shall, at Lessor's expense, repair such damage (but
      not
      Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations)
      as soon as reasonably possible and this Lease shall continue in full force
      and
      effect; provided, however, that Lessee shall, at Lessor's election, make the
      repair of any damage or destruction the total cost to repair of which is $5,000
      or less, and, in such event, Lessor shall make any applicable insurance proceeds
      available to Lessee on a reasonable basis for that purpose. Notwithstanding
      the
      foregoing, if the required insurance was not in force or the insurance proceeds
      are not sufficient to effect such repair, the Insuring Party shall promptly
      contribute the shortage in proceeds as and when required to complete said
      repairs. In the event, however, such shortage was due to the tact that, by
      reason of the unique nature of the improvements, full replacement cost insurance
      coverage was not commercially reasonable and available, Lessor shall have no
      obligation to pay for the shortage in insurance proceeds or to fully restore
      the
      unique aspects of the Premises unless Lessee provides Lessor with the funds
      to
      cover same, or adequate assurance thereof, within 10 days following receipt
      of
      written notice of such shortage and request therefor If Lessor receives said
      funds or adequate assurance thereof within said 10 day period the party
      responsible for making the repairs shall complete them as soon as reasonably
      possible and this Lease shall remain in full force and effect If such funds
      or
      assurance are not received Lessor may nevertheless elect by written notice
      to
      Lessee within 10 days thereafter to (i) make such restoration and repair as
      is
      commercially reasonable with Lessor paying any shortage in proceeds, in which
      case this Lease shall remain in full force and effect, or (ii) have this Lease
      terminate 30 days thereafter, Lessee shall not be entitled to reimbursement
      of
      any funds contributed by Lessee to repair any such damage or destruction.
      Premises Partial Damage due to flood or earthquake shall be subject to Paragraph
      9.3, notwithstanding that there may be some insurance coverage, but the net
      proceeds of any such insurance shall be made available for the repairs if made
      by either Party. 

    


    9.3
      PARTIAL DAMAGE - UNINSURED LOSS. If a Premises Partial Damage that is not an
      Insured Loss occurs, unless caused by a negligent or willful act of Lessee
      (in
      which event Lessee shall make the repairs at Lessee's expense), Lessor may
      either: (i) repair such damage as soon as reasonably possible at Lessor's
      expense, in which event this Lease shall continue in full force and effect,
      or
      (ii) terminate this Lease by giving written notice to Lessee within 30 days
      after receipt by Lessor of knowledge of the occurrence of such damage. Such
      termination shall be effective 60 days following the date of such notice. In
      the
      event Lessor elects to terminate this Lease, Lessee shall have the right within
      10 days after receipt of the termination notice to give written notice to Lessor
      of Lessee's commitment to pay for the repair of such damage without
      reimbursement from Lessor. Lessee shall provide Lessor with said funds or
      satisfactory assurance thereof within 30 days after making such commitment.
      In
      such event this Lease shall continue in full force and effect, and Lessor shall
      proceed to make such repairs as soon as reasonably possible after the required
      funds are available. If Lessee does not make the required commitment, this
      Lease
      shall terminate as of the date specified in the termination notice.


    


    9.4
      TOTAL
      DESTRUCTION. Notwithstanding any other provision hereof if a Premises Total
      Destruction occurs this Lease shall terminate 60 days following such
      Destruction. If the damage or destruction was caused by the gross negligence
      or
      willful misconduct of Lessee Lessor shall have the right to recover Lessor's
      damages from Lessee, except as provided in Paragraph 8.6. 

    


    9.5
      DAMAGE NEAR END OF TERM. If at any time during the last 6 months of this Lease
      there is damage for which the cost to repair exceeds one month's Base Rent,
      whether or not an Insured Loss, Lessor may terminate this Lease effective 60
      days following the date of occurrence of such damage by giving a written
      termination notice to Lessee within 30 days after the date of occurrence of
      such
      damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable
      option to extend this Lease or to purchase the Premises, then Lessee may
      preserve this Lease by, (a) exercising such option and (b) providing Lessor
      with
      any shortage in insurance proceeds (or adequate assurance thereof) needed to
      make the repairs on or before the earlier of (i) the date which is 10 days
      after
      Lessee's receipt of Lessor's written notice purporting to terminate this Lease,
      or (ii) the day prior to the date upon which such option expires. If Lessee
      duly
      exercises such option during such period and provides Lessor with funds (or
      adequate assurance thereof) to cover any shortage in insurance proceeds. Lessor
      shall, at Lessor's commercially reasonable expense, repair such damage as soon
      as reasonably possible and this Lease shall continue in full force and effect.
      If Lessee fails to exercise such option and provide such funds or assurance
      during such period, then this Lease shall terminate on the date specified in
      the
      termination notice and Lessee's option shall be extinguished. 

    


    9.6
      ABATEMENT OF RENT; LESSEE'S REMEDIES. 

    


    (a)ABATEMENT.
      In the event of Premises Partial Damage or Premises Total Destruction or a
      Hazardous Substance Condition for which Lessee Is not responsible under this
      Lease the Rent payable by Lessee for the period required for the repair
      remediation or restoration of such damage shall be abated in proportion to
      the
      degree to which Lessee's use of the Premises is impaired, but not to exceed
      the
      proceeds received from the Rental Value insurance. All other obligations of
      Lessee hereunder shall be performed by Lessee, and Lessor shall have no
      liability for any such damage, destruction, remediation, repair or restoration
      except as provided herein, 

    


    (b)REMEDIES.
      If Lessor shall be obligated to repair or restore the Premises and does not
      commence, in a substantial and meaningful way, such repair or restoration within
      90 days after such obligation shall accrue, Lessee may, at any time prior to
      the
      commencement of such repair or restoration, give written notice to Lessor and
      to
      any Lenders of which Lessee has actual notice, of Lessee's election to terminate
      this Lease on a date not less than 60 days following the giving of such notice.
      If Lessee gives such notice and such repair or restoration is not commenced
      within 30 days thereafter, this Lease shall terminate as of the date specified
      in said notice. If the repair or restoration is commenced within such 30 days,
      this Lease shall continue in full force and effect. "Commence" shall mean either
      the unconditional authorization of the preparation of the required plans, or
      the
      beginning of the actual work on the Premises, whichever first occurs.


    


    9.7
      TERMINATION; ADVANCE PAYMENTS. Upon termination of this Lease pursuant to
      Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made
      concerning advance Base Rent and any other advance payments made by Lessee
      to
      Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security
      Deposit as has not been, or is not then required to be, used by Lessor.


    


    
      
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                  Rozga

              


      

    

    

      
        
          
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    9.8
      WAIVE
      STATUTES. Lessor and Lessee agree that the terms of this Lease shall govern
      the
      effect of any damage to or destruction of the Premises with respect to the
      termination of this Lease and hereby waive the provisions of any present or
      future statute to the extent inconsistent herewith. 

    


    10.
      REAL PROPERTY TAXES. 

    


    10.1
      DEFINITIONS. As used herein, the term "REAL PROPERTY TAXES" shall include any
      form of assessment; real estate, general, special, ordinary or extraordinary,
      or
      rental levy or tax (other than inheritance, personal income or estate taxes);
      improvement bond; and/or license fee imposed upon or Ievied against any legal
      or
      equitable interest of Lessor in the Project, Lessor's right to other income
      therefrom, and/or Lessor's business of leasing, by any authority having the
      direct or indirect power to tax and where the funds are generated with reference
      to the Project address and where the proceeds so generated are to be applied
      by
      the city, county or other local taxing authority of a jurisdiction within which
      the Project is located. "REAL PROPERTY TAXES" shall also include any tax, fee,
      levy, assessment or charge, or any increase therein, imposed by reason of events
      occurring during the term of this Lease, including but not limited to, a change
      in the ownership of the Project or any portion thereof or a change in the
      improvements thereon. 

    


    10.2
      PAYMENT OF TAXES. Except as otherwise provided in Paragraph 10.3, Lessor shall
      pay the Real Property Taxes applicable to the Project, and said payments shall
      be included in the calculation of Operating Expenses in accordance with the
      provisions of Paragraph 4.2. 

    


    10.3
      ADDITIONAL IMPROVEMENTS. Operating Expenses shall not include Real Property
      Taxes specified in the tax assessor's records and work sheets as being caused
      by
      additional improvements placed upon the Project by other lessees or by Lessor
      for the exclusive enjoyment of such other lessees. Notwithstanding Paragraph
      10.2 hereof, Lessee shall, however, pay to Lessor at the time Operating Expenses
      are payable under Paragraph 4.2, the entirety of any increase in Real Property
      Taxes if assessed solely by reason of Alterations, Trade Fixtures or Utility
      Installations placed upon the Premises by Lessee or at Lessee's request.


    


    10.4
      JOINT ASSESSMENT. If the Building is not separately assessed, Real Property
      Taxes allocated to the Building shall be an equitable proportion of the Real
      Property Taxes for all of the land and improvements included within the tax
      parcel assessed, such proportion to be determined by Lessor from the respective
      valuations assigned in the assessor's work sheets or such other information
      as
      may be reasonably available. Lessor's reasonable determination thereof, in
      good
      faith, shall be conclusive. 

    


    10.5
      PERSONAL PROPERTY TAXES. Lessee shall pay prior to delinquency all taxes
      assessed against and levied upon Lessee Owned Alterations and Utility
      Installations, Trade Fixtures, furnishings, equipment and all personal property
      of Lessee contained in the Premises. When possible, Lessee shall cause its
      Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings,
      equipment and all other personal property to be assessed and billed separately
      from the real property of Lessor. If any of Lessee's said property shall be
      assessed with Lessor's real property, Lessee shall pay Lessor the taxes
      attributable to Lessee's property within 10 days after receipt of a written
      statement setting forth the taxes applicable to Lessee's property. 

    


    11.
      UTILITIES AND SERVICES. 

    


    11.1
      SERVICES PROVIDED BY LESSOR. Lessor shall provide heating, ventilation, air
      conditioning, reasonable amounts of electricity for normal lighting and office
      machines, water for reasonable and normal drinking and lavatory use in
      connection with an office, and replacement light bulbs and/or fluorescent tubes
      and ballasts for standard overhead fixtures. Lessor shall also provide
      janitorial services to the Premises and Common Areas 5 times per week, excluding
      Building Holidays, or pursuant to the attached janitorial schedule, if any.
      Lessor shall not, however, be required to provide janitorial services to
      kitchens or storage areas included within the Premises. 

    


    11.2
      SERVICES EXCLUSIVE TO LESSEE. Lessee shall pay for all water, gas, heat, light,
      power, telephone and other utilities and services specially or exclusively
      supplied and/or metered exclusively to the Premises or to Lessee, together
      with
      any taxes thereon, If a service is deleted by Paragraph 1.13 and such service
      is
      not separately metered to the Premises, Lessee shall pay at Lessor's option,
      either Lessee's Share or a reasonable proportion to be determined by Lessor
      of
      all charges for such jointly metered service. 

    


    11.3
      HOURS OF SERVICE. Said services and utilities shall be provided during times
      set
      forth in Paragraph 1.12. Utilities and services required at other times shall
      be
      subject to advance request and reimbursement by Lessee to Lessor of the cost
      thereof. 

    


    11.4
      EXCESS USAGE BY LESSEE. Lessee shall not make connection to the utilities except
      by or through existing outlets and shall not install or use machinery or
      equipment in or about the Premises that uses excess water, lighting or power,
      or
      suffer or permit any act that causes extra burden upon the utilities or
      services, including but not limited to security and trash services, over
      standard office usage for the Project. Lessor shall require Lessee to reimburse
      Lessor for any excess expenses or costs that may arise out of a breach of this
      subparagraph by Lessee. Lessor may, in its sole discretion, install at Lessee's
      expense supplemental equipment and/or separate metering applicable to Lessee's
      excess usage or loading. 

    


    11.5
      INTERRUPTIONS. There shall be no abatement of rent and Lessor shall not be
      liable in any respect whatsoever for the inadequacy, stoppage, interruption
      or
      discontinuance of any utility or service due to riot, strike, labor dispute,
      breakdown, accident, repair or other cause beyond Lessor's reasonable control
      or
      in cooperation with governmental request or directions, 

    


    12.
      ASSIGNMENT AND SUBLETTING. 

    


    12.1
      LESSOR'S CONSENT REQUIRED. 

    


    (a)Lessee
      shall not voluntarily or by operation of law assign, transfer, mortgage or
      encumber (collectively, "ASSIGN OR ASSIGNMENT") or sublet all or any part of
      Lessee's interest in this Lease or in the Premises without Lessor's prior
      written consent. 

    


    (b)Unless
      Lessee is a corporation and its stock is publicly traded on a national stock
      exchange, a change in the control of Lessee shall constitute an assignment
      requiring consent. The transfer, on a cumulative basis, of 25% or more of the
      voting control of Lessee shall constitute a change in control for this purpose.
      

    


    (c)The
      involvement of Lessee or its assets in any transaction, or series of
      transactions (by way of merger, sale, acquisition, financing, transfer,
      leveraged buyout or otherwise), whether or not a formal assignment or
      hypothecation of this Lease or Lessee's assets occurs, which results or will
      result in a reduction of the Net Worth of Lessee by an amount greater than
      25%
      of such Net Worth as it was represented at the time of the execution of this
      Lease or at the time of the most recent assignment to which Lessor has
      consented, or as it exists immediately prior to said transaction or transactions
      constituting such reduction, whichever was or is greater, shall be considered
      an
      assignment of this Lease to which Lessor may withhold its consent. "Net Worth
      of
      Lessee" shall mean the net worth of Lessee (excluding any guarantors)
      established under generally accepted accounting principles. 

    


    (d)An
      assignment or subletting without consent shall, at Lessor's option, be a Default
      curable after notice per Paragraph 13.1(c), or a noncurable Breach without
      the
      necessity of any notice and grace period. If Lessor elects to treat such
      unapproved assignment or subletting as a noncurable Breach, Lessor may either:
      (i) terminate this Lease, or (ii) upon 30 days written notice, increase the
      monthly Base Rent to 110% of the Base Rent then in effect. Further, in the
      event
      of such Breach and rental adjustment, (i) the purchase price of any option
      to
      purchase the Premises held by Lessee shall be subject to similar adjustment
      to
      110% of the price previously in effect, and (ii) all fixed and non-fixed rental
      adjustments scheduled during the remainder of the Lease term shall be increased
      to 110% of the scheduled adjusted rent, 

    


    (e)Lessee's
      remedy for any breach of Paragraph 12.1 by Lessor shall be limited to
      compensatory damages and/or injunctive relief. 

    


    12.2
      TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING.


    


    (a)Regardless
      of Lessor's consent, no assignment or subletting shall: (i) be effective without
      the express written assumption by such assignee or sublessee of the obligations
      of Lessee under this Lease, (ii) release Lessee of any obligations hereunder,
      or
      (iii) alter the primary liability of Lessee or the payment of Rent or for the
      performance of any other obligations to be performed by Lessee. 

     

     

    
      
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                  Rozga

              


      

    


    
      
        
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    (b)Lessor
      may accept Rent or performance of Lessee's obligations from any person other
      than Lessee pending approval or disapproval of an assignment. Neither a delay
      in
      the approval or disapproval of such assignment nor the acceptance of Rent or
      performance shall constitute a waiver or estoppel of Lessor's right to exercise
      its remedies for Lessee's Default or Breach. 

    


    (c)Lessor's
      consent to any assignment or subletting shall not constitute a consent to any
      subsequent assignment or subletting. 

    


    (d)In
      the
      event of any Default or Breach by Lessee, Lessor may proceed directly against
      Lessee, any Guarantors or anyone else responsible for the performance of
      Lessee's obligations under this Lease, including any assignee or sublessee,
      without first exhausting Lessor's remedies against any other person or entity
      responsible therefore to Lessor, or any security held by Lessor. 

    


    (e)Each
      request for consent to an assignment or subletting shall be in writing,
      accompanied by information relevant to Lessor's determination as to the
      financial and operational responsibility and appropriateness of the proposed
      assignee or sublessee, including but not limited to the intended use and/pr
      required modification of the Premises, if any. Lessee agrees to provide Lessor
      with such other or additional information and/or documentation as may be
      reasonably requested. (See also Paragraph 36) 

    


    (f)Any
      assignee of, or sublessee under, this Lease shall, by reason of accepting such
      assignment or entering into such sublease, be deemed to have assumed and agreed
      to conform and comply with each and every term, covenant, condition and
      obligation herein to be observed or performed by Lessee during the term of
      said
      assignment or sublease, other than such obligations as are contrary to or
      inconsistent with provisions of an assignment or sublease to which Lessor has
      specifically consented to in writing. 

    


    (g)Lessor's
      consent to any assignment or subletting shall not transfer to the assignee
      or
      sublessee any Option granted to the original Lessee by this Lease unless such
      transfer is specifically consented to by Lessor in writing. (See Paragraph
      39.2)


    


    12.3
      ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING. The following terms
      and conditions shall apply to any subletting by Lessee of all or any part of
      the
      Premises and shall be deemed included in all subleases under this Lease whether
      or not expressly incorporated therein: 

    


    (a)Lessee
      hereby assigns and transfers to Lessor all of Lessee's interest in all Rent
      payable on any sublease, and Lessor may collect such Rent and apply same toward
      Lessee's obligations under this Lease: provided, however, that until a Breach
      shall occur in the performance of Lessee's obligations, Lessee may collect
      said
      Rent. Lessor shall not, by reason of the foregoing or any assignment of such
      sublease, nor by reason of the collection of Rent, be deemed liable to the
      sublessee for any failure of Lessee to perform and comply with any of Lessee's
      obligations to such sublessee. Lessee hereby irrevocably authorizes and directs
      any such sublessee, upon receipt of a written notice from Lessor stating that
      a
      Breach exists in the performance of Lessee's obligations under this Lease,
      to
      pay to Lessor all Rent due and to become due under the sublease. Sublessee
      shall
      rely upon any such notice from Lessor and shall pay all Rents to Lessor without
      any obligation or right to inquire as to whether such Breach exists,
      notwithstanding any claim from Lessee to the contrary. 

    


    (b)In
      the
      event of a Breach by Lessee, Lessor may, at its option, require sublessee to
      attorn to Lessor, in which event Lessor shall undertake the obligations of
      the
      sublessor under such sublease from the time of the exercise of said option
      to
      the expiration of such sublease; provided, however, Lessor shall not be liable
      for any prepaid rents or security deposit paid by such sublessee to such
      sublessor or for any prior Defaults or Breaches of such sublessor. 

    


    (c)Any
      matter requiring the consent of the sublessor under a sublease shall also
      require the consent of Lessor. 

    


    (d)No
      sublessee shall further assign or sublet all or any part of the Premises without
      Lessor's prior written consent. 

    


    (e)Lessor
      shall deliver a copy of any notice of Default or Breach by Lessee to the
      sublessee, who shall have the right to cure the Default of Lessee within the
      grace period, if any, specified in such notice. The sublessee shall have a
      right
      of reimbursement and offset from and against Lessee for any such Defaults cured
      by the sublessee. 

    


    13.
      DEFAULT; BREACH; REMEDIES. 

    


    13.1
      DEFAULT; BREACH. A "DEFAULT" is defined as a failure by the Lessee to comply
      with or perform any of the terms, covenants, conditions or Rules and Regulations
      under this Lease. A "BREACH" is defined as the occurrence of one or more of
      the
      following Defaults, and the failure of Lessee to cure such Default within any
      applicable grace period: 

    


    (a)The
      abandonment of the Premises; or the vacating of the Premises without providing
      a
      commercially reasonable level of security, or where the coverage of the property
      insurance described in Paragraph 8.3 is jeopardized as a result thereof, or
      without providing reasonable assurances to minimize potential vandalism,


    


    (b)The
      failure of Lessee to make any payment of Rent or any Security Deposit required
      to be made by Lessee hereunder, whether to Lessor or to a third party, when
      due,
      to provide reasonable evidence of insurance or surety bond, or to fulfill any
      obligation under this Lease which endangers or threatens life or property,
      where
      such failure continues for a period of 3 business days following written notice
      to Lessee. 

    


    (c)The
      failure by Lessee to provide (i) reasonable written evidence of compliance
      with
      Applicable Requirements, (ii) the service contracts, (iii) the rescission of
      an
      unauthorized assignment or subletting, (iv) an Estoppel Certificate, (v) a
      requested subordination, (vi) evidence concerning any guaranty and/or Guarantor,
      (vii) any document requested under Paragraph 41 (easements), or (viii) any
      other
      documentation or information which Lessor may reasonably require of Lessee
      under
      the terms of this Lease, where any such failure continues for a period of 10
      days following written notice to Lessee. 

    


    (d)A
      Default by Lessee as to the terms, covenants, conditions or provisions of this
      Lease, or of the rules adopted under Paragraph 2.9 hereof, other than those
      described in subparagraphs 13.1(a), (b) or (c), above, where such Default
      continues for a period of 30 days after written notice; provided, however,
      that
      if the nature of Lessee's Default is such that more than 30 days are reasonably
      required for its cure, then it shall not be deemed to be a Breach if Lessee
      commences such cure within said 30 day period and thereafter diligently
      prosecutes such cure to completion. 

    


    (e)The
      occurrence of any of the following events: (i) the making of any general
      arrangement or assignment for the benefit of creditors; (ii) becoming a "DEBTOR"
      as defined in 11 U.S.C. ss. 101 or any successor statute thereto (unless, in
      the
      case of a petition filed against Lessee, the same is dismissed within 60 days);
      (iii) the appointment of a trustee or receiver to take possession of
      substantially all of Lessee's assets located at the Premises or of Lessee's
      interest in this Lease, where possession is not restored to Lessee within 30
      days; or (iv) the attachment, execution or other judicial seizure of
      substantially all of Lessee's assets located at the Premises or of Lessee's
      interest in this Lease, where such seizure is not discharged within 30 days;
      provided, however, in the event that any provision of this subparagraph (e)
      is
      contrary to any applicable law, such provision shall be of no force or effect,
      and not affect the validity of the remaining provisions. 

    


    (f)
      The
      discovery that any financial statement of Lessee or of any Guarantor given
      to
      Lessor was materially false, 

    


    (g)
      It
      the performance of Lessee's obligations under this Lease is guaranteed: (i)
      the
      death of a Guarantor, (ii) the termination of a Guarantor's liability with
      respect to this Lease other than in accordance with the terms of such guaranty,
      (iii) a Guarantor's becoming insolvent or the subject of a bankruptcy filing,
      (iv) a Guarantor's refusal to honor the guaranty, or (v) a Guarantor's breach
      of
      its guaranty obligation on an anticipatory basis, and Lessee's failure, within
      60 days following written notice of any such event, to provide written
      alternative assurance or security, which, when coupled with the then existing
      resources of Lessee, equals or exceeds the combined financial resources of
      Lessee and the Guarantors that existed at the time of execution of this Lease.
      

    


    13.2
      REMEDIES. If Lessee fails to perform any of its affirmative duties or
      obligations, within 10 days after written notice (or in case of an emergency,
      without notice), Lessor may. at its option, perform such duty or obligation
      on
      Lessee's behalf, including but not limited to the obtaining of reasonably
      required bonds, insurance policies, or governmental licenses, permits or
      approvals. The costs and expenses of any such performance by Lessor shall be
      due
      and payable by Lessee upon receipt of invoice therefor. If any check given
      to
      Lessor by Lessee shall not be honored by the bank upon which it is drawn,
      Lessor, at its option, may require all future payments to be made by Lessee
      to
      be by cashier's check. In the event of a Breach, Lessor may, with or without
      further notice or demand, and without limiting Lessor in the exercise of any
      right or remedy which Lessor may have by reason of such Breach: 

    


    
      
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    (a)Terminate
      Lessee's right to possession of the Premises by any lawful means, in which
      case
      this Lease shall terminate and Lessee shall immediately surrender possession
      to
      Lessor. In such event Lessor shall be entitled to recover from Lessee: (i)
      the
      unpaid Rent which had been earned at the time of termination; (ii) 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 the Lessee proves could have been reasonably avoided; (iii)
      the
      worth at the time of award of the amount by which the unpaid rent for the
      balance of the term after the time of award exceeds the amount of such rental
      loss that the Lessee proves could be reasonably avoided; and (iv) any other
      amount necessary to compensate Lessor for all the detriment proximately caused
      by the Lessee's failure to perform its obligations under this Lease or which
      in
      the ordinary course of things would be likely to result therefrom, including
      but
      not limited to the cost of recovering possession of the Premises, expenses
      of
      reletting, including necessary renovation and alteration of the Premises,
      reasonable attorneys' fees, and that portion of any leasing commission paid
      by
      Lessor in connection with this Lease applicable to the unexpired term of this
      Lease. The worth at the time of award of the amount referred to. in provision
      (iii) of the immediately preceding sentence shall be computed by discounting
      such amount at the discount rate of the Federal Reserve Bank of the District
      within which the Premises are located at the time of award plus one percent.
      Efforts by Lessor to mitigate damages caused by Lessee's Breach of this Lease
      shall not waive Lessor's right to recover damages under Paragraph 12, If
      termination of this Lease is obtained through the provisional remedy of unlawful
      detainer, Lessor shall have the right to recover in such proceeding any unpaid
      Rent and damages as are recoverable therein, or Lessor may reserve the right
      to
      recover all or any part thereof in a separate suit. If a notice and grace period
      required under Paragraph 13.1 was not previously given, a notice to pay rent
      or
      quit, or to perform or quit given to Lessee under the unlawful detainer statute
      shall also constitute the notice required by Paragraph 13.1. In such case,
      the
      applicable grace period required by Paragraph 13.1 and the unlawful detainer
      statute shall run concurrently, and the failure of Lessee to cure the Default
      within the greater of the two such grace periods shall constitute both an
      unlawful detainer and a Breach of this Lease entitling Lessor to the remedies
      provided for in this Lease and/or by said statute. 

    


    (b)Continue
      the Lease and Lessee's right to possession and recover the Rent as it becomes
      due, in which event Lessee may sublet or assign, subject only to reasonable
      limitations. Acts of maintenance, efforts to relet, and/or the appointment
      of a
      receiver to protect the Lessor's interests, shall not constitute a termination
      of the Lessee's right to possession. 

    


    (c)Pursue
      any other remedy now or hereafter available under the laws or judicial decisions
      of the state wherein the Premises are located. The expiration or termination
      of
      this Lease and/or the termination of Lessee's right to possession shall not
      relieve Lessee from liability under any indemnity provisions of this Lease
      as to
      matters occurring or accruing during the term hereof or by reason of Lessee's
      occupancy of the Premises. 

    


    13.3
      INDUCEMENT RECAPTURE. Any agreement for free or abated rent or other charges,
      or
      for the giving or paying by Lessor to or for Lessee of any cash or other bonus,
      inducement or consideration for Lessee's entering into this Lease, all of which
      concessions are hereinafter referred to as "INDUCEMENT PROVISIONS", shall be
      deemed conditioned upon Lessee's full and faithful performance of all of the
      terms, covenants and conditions of this Lease. Upon Breach of this Lease by
      Lessee, any such Inducement Provision shall automatically be deemed deleted
      from
      this Lease and of no further force or effect, and any rent, other charge, bonus,
      inducement or consideration theretofore abated, given or paid by Lessor under
      such an Inducement Provision shall be immediately due and payable by Lessee
      to
      Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The
      acceptance by Lessor of rent or the cure of the Breach which initiated the
      operation of this paragraph shall not be deemed a waiver by Lessor of the
      provisions of this paragraph unless specifically so stated in writing by Lessor
      at the time of such acceptance. 

    


    13.4
      LATE
      CHARGES. Lessee hereby acknowledges that late payment by Lessee of Rent will
      cause Lessor to incur costs not contemplated by this Lease, the exact amount
      of
      which will be extremely difficult to ascertain. Such costs include, but are
      not
      limited to, processing and accounting charges, and late charges which may be
      imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be
      received by Lessor within 5 days after such amount shall be due, then, without
      any requirement for notice to Lessee, Lessee shall pay to Lessor a one-time
      late
      charge equal to 10% of each such overdue amount or $100, whichever is greater.
      The parties hereby agree that such late charge represents a fair and reasonable
      estimate of the costs Lessor will incur by reason of such late payment.
      Acceptance of such late charge by Lessor shall in no event constitute a waiver
      of Lessee's Default or Breach with respect to such overdue amount, nor prevent
      the exercise of any of the other rights and remedies granted hereunder. In
      the
      event that a late charge is payable hereunder, whether or not collected, for
      3
      consecutive installments of Base Rent, then notwithstanding any provision of
      this Lease to the contrary, Base Rent shall, at Lessor's option, become due
      and
      payable quarterly in advance. 

    


    13.5
      INTEREST. Any monetary payment due Lessor hereunder, other than late charges,
      not received by Lessor, when due as to scheduled payments (such as Base Rent)
      or
      within 30 days following the date on which it was due for nonscheduled payment,
      shall bear interest from the date when due, as to scheduled payments, or the
      31st day after it was due as to nonscheduled payments. The interest ("INTEREST")
      charged shall be computed at the rate of 10% per annum but shall not exceed
      the
      maximum rate allowed by law. Interest is payable in addition to the potential
      late charge provided for in Paragraph 13.4. 

    


    13.6
      BREACH BY LESSOR. 

    


    (a)NOTICE
      OF BREACH. Lessor shall not be deemed in breach of this Lease unless Lessor
      fails within a reasonable time to perform an obligation required to be performed
      by Lessor. For purposes of this Paragraph, a reasonable time shall in no event
      be less than 30 days after receipt by Lessor, and any Lender whose name and
      address shall have been furnished Lessee in writing for such purpose, of written
      notice specifying wherein such obligation of Lessor has not been performed;
      provided, however, that if the nature of Lessor's obligation is such that more
      than 30 days are reasonably required for its performance, then Lessor shall
      not
      be in breach if performance is commenced within such 30 day period and
      thereafter diligently pursued to completion. 

    


    (b)PERFORMANCE
      BY LESSEE ON BEHALF OF LESSOR. In the event that neither Lessor nor Lender
      cures
      said breach within 30 days after receipt of said notice, or if having commenced
      said cure they do not diligently pursue it to completion, then Lessee may elect
      to cure said breach at Lessee's expense and offset from Rent the actual and
      reasonable cost to perform such cure, provided however, that such offset shall
      not exceed an amount equal to the greater of one month's Base Rent or the
      Security Deposit, reserving Lessee's right to seek reimbursement from Lessor.
      Lessee shall document the cost of said cure and supply said documentation to
      Lessor. 

    


    14.
      CONDEMNATION. If the Premises or any portion thereof are taken under the power
      of eminent domain or sold under the threat of the exercise of said power
      (collectively "CONDEMNATION"), this Lease shall terminate as to the part taken
      as of the date the condemning authority takes title or possession, whichever
      first occurs. If more than 10% of the rentable floor area of the Premises,
      or
      more than 25% of Lessee's Reserved Parking Spaces, if any, are taken by
      Condemnation, Lessee may, at Lessee's option, to be exercised in writing within
      10 days after Lessor shall have given Lessee written notice of such taking
      (or
      in the absence of such notice, within 10 days after the condemning authority
      shall have taken possession) terminate this Lease as of the date the condemning
      authority takes such possession. If Lessee does not terminate this Lease in
      accordance with the foregoing, this Lease shall remain in full force and effect
      as to the portion of the Premises remaining, except that the Base Rent shall
      be
      reduced in proportion to the reduction in utility of the Premises caused by
      such
      Condemnation. Condemnation awards and/or payments shall be the property of
      Lessor, whether such award shall be made as compensation for diminution in
      value
      of the leasehold, the value of the part taken, or for severance damages;
      provided, however, that Lessee shall be entitled to any compensation for
      Lessee's relocation expenses, loss of business goodwill and/or Trade Fixtures,
      without regard to whether or not this Lease is terminated pursuant to the
      provisions of this Paragraph. All Alterations and Utility Installations made
      to
      the Premises by Lessee, for purposes of Condemnation only, shall be considered
      the property of the Lessee and Lessee shall be entitled to any and all
      compensation which is payable therefor. In the event that this Lease is not
      terminated by reason of the Condemnation, Lessor shall repair any damage to
      the
      Premises caused by such Condemnation. 

    


    
      
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    15.
      BROKERAGE FEES. 

    


    15.1
      ADDITIONAL COMMISSION. In addition to the payments owed pursuant to Paragraph
      1.10 above, and unless Lessor and the Brokers otherwise agree in writing, Lessor
      agrees that: (a) if Lessee exercises any Option, (b) if Lessee acquires from
      Lessor any rights to the Premises or other premises owned by Lessor and located
      within the Project, (c) if Lessee remains in possession of the Premises, with
      the consent of Lessor, after the expiration of this Lease, or (d) if Base Rent
      is increased, whether by agreement or operation of an escalation clause herein,
      then, Lessor shall pay Brokers a fee in accordance with the schedule of the
      Brokers in effect at the time of the execution of this Lease. 

    


    15.2
      ASSUMPTION OF OBLIGATIONS. Any buyer or transferee of Lessor's interest in
      this
      Lease shall be deemed to have assumed Lessor's obligation hereunder. Brokers
      shall be third party beneficiaries of the provisions of Paragraphs 1.10, 15,
      22
      and 31. If Lessor fails to pay to Brokers any amounts due as and for brokerage
      fees pertaining to this Lease when due, then such amounts shall accrue Interest.
      In addition, if Lessor fails to pay any amounts to Lessee's Broker when due,
      Lessee's Broker may send written notice to Lessor and Lessee of such failure
      and
      if Lessor fails to pay such amounts within 10 days after said notice, Lessee
      shall pay said monies to its Broker and offset such amounts against Rent. In
      addition, Lessee's Broker shall be deemed to be a third party beneficiary of
      any
      commission agreement entered into by and/or between Lessor and Lessor's Broker
      for the limited purpose of collecting any brokerage fee owed. 

    


    15.3
      REPRESENTATIONS AND INDEMNITIES OF BROKER RELATIONSHIPS. Lessee and Lessor
      each
      represent and warrant to the other that it has had no dealings with any person,
      firm, broker or finder (other than the Brokers, if any) in connection with
      this
      Lease, and that no one other than said named Brokers is entitled to any
      commission or finder's fee in connection herewith. Lessee and Lessor do each
      hereby agree to indemnify, protect, defend and hold the other harmless from
      and
      against liability for compensation or charges which may be claimed by any such
      unnamed broker, finder or other similar party by reason of any dealings or
      actions of the indemnifying Party, including any costs, expenses, attorneys'
      fees reasonably incurred with respect thereto. 

    


    16.
      ESTOPPEL CERTIFICATES. 

    


    (a)Each
      Party (as "RESPONDING PARTY") shall within 10 days after written notice from
      the
      other Party (the "REQUESTING PARTY") execute, acknowledge and deliver to the
      Requesting Party a statement in writing in form similar to the then most current
      "ESTOPPEL CERTIFICATE" form published by the Air Commercial Real Estate
      Association, plus such additional information, confirmation and/or statements
      as
      may be reasonably requested by the Requesting Party. 

    


    (b)If
      the
      Responding Party shall fail to execute or deliver the Estoppel Certificate
      within such 10 day period, the Requesting Party may execute an Estoppel
      Certificate stating that: (i) the Lease is in full force and effect without
      modification except as may be represented by the Requesting Party, (ii) there
      are no uncured defaults in the Requesting Party's performance, and (iii) if
      Lessor is the Requesting Party, not more than one month's rent has been paid
      in
      advance. Prospective purchasers and encumbrancers may rely upon the Requesting
      Party's Estoppel Certificate, and the Responding Party shall be estopped from
      denying the truth of the facts contained in said Certificate. 

    


    (c)If
      Lessor desires to finance, refinance, or sell the Premises, or any part thereof,
      Lessee and all Guarantors shall deliver to any potential lender or purchaser
      designated by Lessor such financial statements as may be reasonably required
      by
      such lender or purchaser, including but not limited to Lessee's financial
      statements for the past 3 years. All such financial statements shall be received
      by Lessor and such lender or purchaser in confidence and shall be used only
      for
      the purposes herein set forth. 

    


    17.
      DEFINITION OF LESSOR. The term "LESSOR" as used herein shall mean the owner
      or
      owners at the time in question of the fee title to the Premises, or, if this
      is
      a sublease, of the Lessee's interest in the prior lease. In the event of a
      transfer of Lessor's title or interest in the Premises or this Lease, Lessor
      shall deliver to the transferee or assignee (in cash or by credit) any unused
      Security Deposit held by Lessor. Except as provided in Paragraph 15, upon such
      transfer or assignment and delivery of the Security Deposit, as aforesaid,
      the
      prior Lessor shall be relieved of all liability with respect to the obligations
      and/or covenants under this Lease thereafter to be performed by the Lessor.
      Subject to the foregoing, the obligations and/or covenants in this Lease to
      be
      performed by the Lessor shall be binding only upon the Lessor as hereinabove
      defined. 

    


    18.
      SEVERABILITY. The invalidity of any provision of this Lease, as determined
      by a
      court of competent jurisdiction, shall in no way affect the validity of any
      other provision hereof. 

    


    19.
      DAYS.
      Unless otherwise specifically indicated to the contrary, the word "DAYS" as
      used
      in this Lease shall mean and refer to calendar days. 

    


    20.
      LIMITATION ON LIABILITY. The obligations of Lessor under this Lease shall not
      constitute personal obligations of Lessor or its partners, members, directors,
      officers or shareholders, and Lessee shall look to the Project, and to no other
      assets of Lessor, for the satisfaction of any liability of Lessor with respect
      to this Lease, and shall not seek recourse against Lessor's partners, members,
      directors, officers or shareholders, or any of their personal assets for such
      satisfaction. 

    


    21.
      TIME
      OF ESSENCE. Time is of the essence with respect to the performance of all
      obligations to be performed or observed by the Parties under this Lease.


    


    22.
      NO
      PRIOR OR OTHER AGREEMENTS; BROKER DISCLAIMER. This Lease contains all agreements
      between the Parties with respect to any matter mentioned herein, and no other
      prior or contemporaneous agreement or understanding shall be effective. Lessor
      and Lessee each represents and warrants to the Brokers that it has made, and
      is
      relying solely upon, its own investigation as to the nature, quality, character
      and financial responsibility of the other Party to this Lease and as to the
      use,
      nature, quality and character of the Premises. Brokers have no responsibility
      with respect thereto or with respect to any default or breach hereof by either
      Party. The liability (including court costs and attorneys' fees) of any Broker
      with respect to negotiation, execution, delivery or performance by either Lessor
      or Lessee under this Lease or any amendment or modification hereto shall be
      limited to an amount up to the fee received by such Broker pursuant to this
      Lease; provided, however, that the foregoing limitation on each Broker's
      liability shall not be applicable to any gross negligence or willful misconduct
      of such Broker. 

    


    23.
      NOTICES. 

    


    23.1
      NOTICE REQUIREMENTS. All notices required or permitted by this Lease or
      applicable law shall be in writing and may be delivered in person (by hand
      or by
      courier) or may be sent by regular, certified or registered mail or U.S. Postal
      Service Express Mail, with postage prepaid, or by facsimile transmission, and
      shall be deemed sufficiently given if served in a manner specified in this
      Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease
      shall be that Party's address for delivery or mailing of notices. Either Party
      may by written notice to the other specify a different address for notice,
      except that upon Lessee's taking possession of the Premises, the Premises shall
      constitute Lessee's address for notice. A copy of all notices to Lessor shall
      be
      concurrently transmitted to such party or parties at such addresses as Lessor
      may from time to time hereafter designate in writing. 

    


    23.2
      DATE
      OF NOTICE. Any notice sent by registered or certified mail, return receipt
      requested, shall be deemed given on the date of delivery shown on the receipt
      card, or if no delivery date is shown, the postmark thereon. If sent by regular
      mail the notice shall be deemed given 48 hours after the same is addressed
      as
      required herein and mailed with postage prepaid. Notices delivered by United
      States Express Mail or overnight courier that guarantee next day delivery shall
      be deemed given 24 hours after delivery of the same to the Postal Service or
      courier. Notices transmitted by facsimile transmission or similar means shall
      be
      deemed delivered upon telephone confirmation of receipt (confirmation report
      from fax machine is sufficient), provided a copy is also delivered via delivery
      or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall
      be deemed received on the next business day. 

    


    
      
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    24.
      WAIVERS. No waiver by Lessor of the Default or Breach of any term, covenant
      or
      condition hereof by Lessee, shall be deemed a waiver of any other term, covenant
      or condition hereof, or of any subsequent Default or Breach by Lessee of the
      same or of any other term, covenant or condition hereof. Lessor's consent to,
      or
      approval of, any act shall not be deemed to render unnecessary the obtaining
      of
      Lessor's consent to, or approval of, any subsequent or similar act by Lessee,
      or
      be construed as the basis of an estoppel to enforce the provision or provisions
      of this Lease requiring such consent. The acceptance of Rent by Lessor shall
      not
      be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be
      accepted by Lessor on account of moneys or damages due Lessor, notwithstanding
      any qualifying statements or conditions made by Lessee in connection therewith,
      which such statements and/or conditions shall be of no force or effect
      whatsoever unless specifically agreed to in writing by Lessor at or before
      the
      time of deposit of such payment. 

    


    25.
      DISCLOSURES REGARDING THE NATURE OF A REAL ESTATE AGENCY RELATIONSHIP.


    


    (a)
      When
      entering into a discussion with a real estate agent regarding a real estate
      transaction, a Lessor or Lessee should from the outset understand what type
      of
      agency relationship or representation it has with the agent or agents in the
      transaction. Lessor and Lessee acknowledge being advised by the Brokers in
      this
      transaction, as follows: 

    


    (i)
      Lessor's
      Agent.
      A
      Lessor's agent under a listing agreement with the Lessor acts as the agent
      for
      the Lessor only. A Lessor's agent or subagent has the following affirmative
      obligations: To
      the
      Lessor:
      A
      fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings
      with
      the Lessor. To
      the
      Lessee and the Lessor:
      a.
      Diligent exercise of reasonable skills and care in performance of the agent's
      duties. b. A duty of honest and fair dealing and good faith. c. A duty to
      disclose all facts known to the agent materially affecting the value or
      desirability of the property that are not known to, or within the diligent
      attention and observation of, the Parties. An agent is not obligated to reveal
      to either Party any confidential information obtained from the other Party
      which
      does not involve the affirmative duties set forth above. 

    


    (ii)
      Lessee's
      Agent. An
      agent
      can agree to act as agent for the Lessee only. In these situations, the agent
      is
      not the Lessor's agent, even if by agreement the agent may receive compensation
      for services rendered, either in full or in part from the Lessor. An agent
      acting only for a Lessee has the following affirmative obligations. To
      the
      Lessee:
      A
      fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings
      with
      the Lessee. To
      the
      Lessee and the Lessor:
      a.
      Diligent exercise of reasonable skills and care in performance of the agent's
      duties. b. A duty of honest and fair dealing and good faith. c. A duty to
      disclose all facts known to the agent materially affecting the value or
      desirability of the property that are not known to, or within the diligent
      attention and observation of, the Parties. An agent is not obligated to reveal
      to either Party any confidential information obtained from the other Party
      which
      does not involve the affirmative duties set forth above. 

    


    (iii)
      Agent
      Representing Both Lessor and Lessee.
      A real
      estate agent, either acting directly or through one or more associate licenses,
      can legally be the agent of both the Lessor and the Lessee in a transaction,
      but
      only with the knowledge and consent of both the Lessor and the Lessee. In a
      dual
      agency situation, the agent has the following affirmative obligations to both
      the Lessor and the Lessee: a. A fiduciary duty of utmost care, integrity,
      honesty and loyalty in the dealings with either Lesser or the Lessee, b. Other
      duties to the Lessor and the Lessee as stated above in subparagraphs (I) or
      (ii). In representing both Lessor and Lessee, the agent may not without the
      express permission of the respective Party, disclose to the other Party that
      the
      Lessor will accept rent in an amount less than that indicated in the listing
      or
      that the Lessee is willing to pay a higher rent than that offered. The above
      duties of the agent in a real estate transaction do not relieve a Lessor or
      Lessee from the responsibility to protect their own interests, Lessor and Lessee
      should carefully read all agreements to assure that they adequately express
      their understanding of the transaction. A real estate agent is a person
      qualified to advise about real estate. If legal or tax advise is desired,
      consult a competent professional. 

    


    (b)
      Brokers have no responsibility with respect to any default or breach hereof
      by
      either Party. The liability (including court costs and attorneys' fees), of
      any
      Broker with respect to any breach of duty, error or omission relating to this
      Lease shall not exceed the fee received by such Broker pursuant to this Lease;
      provided, however, that the foregoing limitation on each Broker's liability
      shall not be applicable to any gross negligence or willful misconduct of such
      Broker, 

    


    (c)
      Buyer
      and Seller agree to identify to Brokers as "Confidential" any communication
      or
      information given Brokers that is considered by such Party to be confidential.
      

    


    26.
      NO
      RIGHT TO HOLDOVER. Lessee has no right to retain possession of the Premises
      or
      any part thereof beyond the expiration or termination of this Lease. In the
      event that Lessee holds over, then the Base Rent shall be increased to 150%
      of
      the Base Rent applicable immediately preceding the expiration or termination.
      Nothing contained herein shall be construed as consent by Lessor to any holding
      over by Lessee. 

    


    27.
      CUMULATIVE REMEDIES. No remedy or election hereunder shall be deemed exclusive
      but shall, wherever possible, be cumulative with all other remedies at law
      or in
      equity. 

    


    28.
      COVENANTS AND CONDITIONS; CONSTRUCTION OF AGREEMENT. All provisions of this
      Lease to be observed or performed by Lessee are both covenants and conditions.
      In construing this Lease, all headings and titles are for the convenience of
      the
      Parties only and shall not be considered a part of this Lease. Whenever required
      by the context, the singular shall include the plural and vice versa. This
      Lease
      shall not be construed as if prepared by one of the Parties, but rather
      according to its fair meaning as a whole, as if both Parties had prepared it.
      

    


    29.
      BINDING EFFECT; CHOICE OF LAW. This Lease shall be binding upon the Parties,
      their personal representatives, successors and assigns and be governed by the
      laws of the State in which the Premises are located. Any litigation between
      the
      Parties hereto concerning this Lease shall be initiated in the county in which
      the Premises are located. 

     

    30.
      SUBORDINATION; ATTORNMENT; NON-DISTURBANCE. 

    


    30.1
      SUBORDINATION. This Lease and any Option granted hereby shall be subject and
      subordinate to any ground lease, mortgage, deed of trust, or other hypothecation
      or security device (collectively, "SECURITY DEVICE"), now or hereafter placed
      upon the Premises, to any and all advances made on the security thereof, and
      to
      all renewals, modifications, and extensions thereof. Lessee agrees that the
      holders of any such Security Devices (in this Lease together referred to as
      "LENDER") shall have no liability or obligation to perform any of the
      obligations of Lessor under this Lease. Any Lender may elect to have this Lease
      and/or any Option granted hereby superior to the lien of its Security Device
      by
      giving written notice thereof to Lessee, whereupon this Lease and such Options
      shall be deemed prior to such Security Device, notwithstanding the relative
      dates of the documentation or recordation thereof. 

    


    30.2
      ATTORNMENT. In the event that Lessor transfers title to the Premises, or the
      Premises are acquired by another upon the foreclosure or termination of a
      Security Device to which this Lease is subordinated (i) Lessee shall, subject
      to
      the nondisturbance provisions of Paragraph 30.3, attorn to such new owner,
      and
      upon request, enter into a new lease, containing all of the terms and provisions
      of this Lease, with such new owner for the remainder of the term hereof, or,
      at
      the election of such new owner, this Lease shall automatically become a new
      Lease between Lessee and such new owner, upon all of the terms and conditions
      hereof, for the remainder of the term hereof, and (ii) Lessor shall thereafter
      be relieved of any further obligations hereunder and such new owner shall assume
      all of Lessor's obligations hereunder, except that such new owner shall not:
      (a)
      be liable for any act or omission of any prior lessor or with respect to events
      occurring prior to acquisition of ownership; (b) be subject to any offsets
      or
      defenses which Lessee might have against any prior lessor, (c) be bound by
      prepayment of more than one month's rent, or (d) be liable for the return of
      any
      security deposit paid to any prior lessor. 

    


    30.3
      NON-DISTURBANCE. With respect to Security Devices entered into by Lessor after
      the execution of this Lease, Lessee's subordination of this Lease shall be
      subject to receiving a commercially reasonable non-disturbance agreement (a
      "NON-DISTURBANCE AGREEMENT") from the Lender which Non-Disturbance Agreement
      provides that Lessee's possession of the Premises, and this Lease, including
      any
      options to extend the term hereof, will not be disturbed so long as Lessee
      is
      not in Breach hereof and attorns to the record owner of the Premises. Further,
      within 60 days after the execution of this Lease, Lessor shall use its
      commercially reasonable efforts to obtain a Non-Disturbance Agreement from
      the
      holder of any pre-existing Security Device which is secured by the Premises.
      In
      the event that Lessor is unable to provide the Non-Disturbance Agreement within
      said 60 days, then Lessee may, at Lessee's option, directly contact Lender
      and
      attempt to negotiate for the execution and 

    delivery
      of a Non-Disturbance Agreement. 

     

    
      
        	 Initials 	
                 Initials
                  /s/ Moussa Shaaya, /s/ Jacek
                  Rozga

              


      

    

    

      
        
          
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    30.4
      Self-Executing. The agreements contained in this Paragraph 30 shall be effective
      without the execution of any further documents; provided, however, that, upon
      written request from Lessor or a Lender in connection with a sale, financing
      or
      refinancing of the Premises, Lessee and Lessor shall execute such further
      writings as may be reasonably required to separately document any subordination,
      attornment and/or Non-Disturbance Agreement provided for herein. 

    


    31.
      ATTORNEYS' FEES. If any Party or Broker brings an action or proceeding involving
      the Premises whether founded in tort, contract or equity, or to declare rights
      hereunder, the Prevailing Party (as hereafter defined) in any such proceeding,
      action, or appeal thereon, shall be entitled to reasonable attorneys' fees.
      Such
      fees may be awarded in the same suit or recovered in a separate suit, whether
      or
      not such action or proceeding is pursued to decision or judgment. The term,
      "PREVAILING PARTY" shall include, without limitation, a Party or Broker who
      substantially obtains or defeats the relief sought, as the case may be, whether
      by compromise, settlement, judgment, or the abandonment by the other Party
      or
      Broker of its claim or defense. The attorneys' fees award shall not be computed
      in accordance with any court fee schedule, but shall be such as to fully
      reimburse all attorneys' fees reasonably incurred. In addition, Lessor shall
      be
      entitled to attorneys' fees, costs and expenses incurred in the preparation
      and
      service of notices of Default and consultations in connection therewith, whether
      or not a legal action is subsequently commenced in connection with such Default
      or resulting Breach ($200 is a reasonable minimum per occurrence for such
      services and consultation). 

    


    32.
      LESSOR'S ACCESS; SHOWING PREMISES; REPAIRS. Lessor and Lessor's agents shall
      have the right to enter the Premises at any time, in the case of an emergency,
      and otherwise at reasonable times for the purpose of showing the same to
      prospective purchasers, lenders, or tenants, and making such alterations,
      repairs, improvements or additions to the Premises as Lessor may deem necessary
      or desirable and the erecting, using and maintaining of utilities, services,
      pipes and conduits through the Premises and/or other premises as long as there
      is no material adverse effect to Lessee's use of the Premises. All such
      activities shall be without abatement of rent or liability to Lessee. Lessor
      may
      at any time place on the Premises any ordinary "FOR SALE" signs and Lessor
      may
      during the last 6 months of the term hereof place on the Premises any ordinary
      "FOR LEASE" signs. In addition, Lessor all have the right to retain keys to
      the
      Premises and to unlock all doors in or upon the Premises other than to files,
      vaults and safes; and in the case of emergency to enter the Premises by any
      reasonably appropriate means, and any such entry shall not be deemed a forcible
      or unlawful entry or detainer of the Premises or an eviction. Lessee waives
      any
      charges for damages or injuries or interference with Lessee's property or
      business in connection therewith. 

    


    33.
      Auctions. Lessee shall not conduct, nor permit to be conducted, any auction
      upon
      the Premises without Lessor's prior written consent. Lessor shall not be
      obligated to exercise any standard of reasonableness in determining whether
      to
      permit an auction. 

    


    34.
      Signs. Lessee shall not place any sign upon the Project without Lessor's prior
      written consent. 

    


    35.
      Termination; Merger. Unless specifically stated otherwise in writing by Lessor,
      the voluntary or other surrender of this Lease by Lessee, the mutual termination
      or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee,
      shall automatically terminate any sublease or lesser estate in the Premises;
      provided, however, that Lessor may elect to continue any one or all existing
      subtenancies. Lessor's failure within 10 days following any such event to elect
      to the contrary by written notice to the holder of any such lesser interest,
      shall constitute Lessor's election to have such event constitute the termination
      of such interest. 

    


    36.
      Consents. Except as otherwise provided herein, wherever in this Lease the
      consent of a Party is required to an act by or for the other Party, such consent
      shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs
      and expenses (including but not limited to architects', attorneys', engineers'
      and other consultants' fees) incurred in the consideration of, or response
      to, a
      request by Lessee for any Lessor consent, including but not limited to consents
      to an assignment, a subletting or the presence or use of a Hazardous Substance,
      shall be paid by Lessee upon receipt of an invoice and supporting documentation
      therefor. Lessor's consent to any act, assignment or subletting shall not
      constitute an acknowledgment that no Default or Breach by Lessee of this Lease
      exists, nor shall such consent be deemed a waiver of any then existing Default
      or Breach, except as may be otherwise specifically stated in writing by Lessor
      at the time of such consent. The failure to specify herein any particular
      condition to Lessor's consent shall not preclude the imposition by Lessor at
      the
      time of consent of such further or other conditions as are then reasonable
      with
      reference to the particular matter for which consent is being given. In the
      event that either Party disagrees with any determination made by the other
      hereunder and reasonably requests the reasons for such determination, the
      determining party shall furnish its reasons in writing and in reasonable detail
      within 10 business days following such request. 

    


    37.
      GUARANTOR. 

    


    37.1
      EXECUTION. The Guarantors, if any, shall each execute a guaranty in the form
      most recently published by the Air Commercial Real Estate Association.


    


    37.2
      DEFAULT. It shall constitute a Default of the Lessee if any Guarantor fails
      or
      refuses, upon request to provide: (a) evidence of the execution of the guaranty,
      including the authority of the party signing on Guarantor's behalf to obligate
      Guarantor, and in the case of a corporate Guarantor, a certified copy of a
      resolution of its board of directors authorizing the making of such guaranty,
      (b) current financial statements, (c) an Estoppel Certificate, or (d) written
      confirmation that the guaranty is still in effect. 

    


    38.
      QUIET
      POSSESSION. Subject to payment by Lessee of the Rent and performance of all
      of
      the covenants, conditions and provisions on Lessee's part to be observed and
      performed under this Lease, Lessee shall have quiet possession and quiet
      enjoyment of the Premises during the term hereof. 

    


    39.
      OPTIONS. If Lessee is granted an Option, as defined below, then the following
      provisions shall apply. 

    


    39.1
      DEFINITION. "OPTION" shall mean: (a) the right to extend the term of or renew
      this Lease or to extend or renew any lease that Lessee has on other property
      of
      Lessor; (b) the right of first refusal or first offer to lease either the
      Premises or other property of Lessor; (c) the right to purchase or the right
      of
      first refusal to purchase the Premises or other property of Lessor,


    


    39.2
      OPTIONS PERSONAL TO ORIGINAL LESSEE. Any Option granted to Lessee in this Lease
      is personal to the original Lessee, and cannot be assigned or exercised by
      anyone other than said original Lessee and only while the original Lessee is
      in
      full possession of the Premises and, if requested by Lessor, with Lessee
      certifying that Lessee has no intention of thereafter assigning or subletting.
      

    


    39.3
      MULTIPLE OPTIONS. In the event that Lessee has any multiple Options to extend
      or
      renew this Lease, a later Option cannot be exercised unless the prior Options
      have been validly exercised. 

    


    39.4
      EFFECT OF DEFAULT ON OPTIONS. 

    


    (a)Lessee
      shall have no right to exercise an Option: (i) during the period commencing
      with
      the giving of any notice of Default and continuing until said Default is cured,
      (ii) during the period of time any Rent is unpaid (without regard to whether
      notice thereof is given Lessee), (iii) during the time Lessee is in Breach
      of
      this Lease, or (iv) in the event that Lessee has been given 3 or more notices
      of
      separate Default, whether or not the Defaults are cured, during the 12 month
      period immediately preceding the exercise of the Option. 

    


    (b)The
      period of time within which an Option may be exercised shall not be extended
      or
      enlarged by reason of Lessee's inability to exercise an Option because of the
      provisions of Paragraph 39.4(a). 

    


    
      
        	 Initials 	
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                  /s/ Moussa Shaaya, /s/ Jacek
                  Rozga

              


      

    

    

      
        
          
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    (c)An
      Option shall terminate and be of no further force or effect, notwithstanding
      Lessee's due and timely exercise of the Option, if, after such exercise and
      prior to the commencement of the extended term or completion of the purchase,
      (i) Lessee fails to pay Rent for a period of 30 days after such Rent becomes
      due
      (without any necessity of Lessor to give notice thereof), or (ii) if Lessee
      commits a Breach of this Lease. 

    40.
      SECURITY MEASURES. Lessee hereby acknowledges that the Rent payable to Lessor
      hereunder does not include the cost of guard service or other security measures,
      and that Lessor shall have no obligation whatsoever to provide same. Lessee
      assumes all responsibility for the protection of the Premises, Lessee, its
      agents and invitees and their property from the acts of third parties. In the
      event, however, that Lessor should elect to provide security services, then
      the
      cost thereof shall be an Operating Expense. 

    


    41.
      RESERVATIONS. 

    


    (a)Lessor
      reserves the right: (i) to grant, without the consent or joinder of Lessee,
      such
      easements, rights and dedications that Lessor deems necessary, (ii) to cause
      the
      recordation of parcel maps and restrictions, (iii) to create and/or install
      new
      utility raceways, so long as such easements, rights, dedications, maps,
      restrictions, and utility raceways do not unreasonably interfere with the use
      of
      the Premises by Lessee. Lessor may also: change the name, address or title
      of
      the Building or Project upon at least 90 days prior written notice; provide
      and
      install, at Lessee's expense, Building standard graphics on the door of the
      Premises and such portions of the Common Areas as Lessor shall reasonably deem
      appropriate; grant to any lessee the exclusive right to conduct any business
      as
      long as such exclusive right does not conflict with any rights expressly given
      herein; and to place such signs, notices or displays as Lessor reasonably deems
      necessary or advisable upon the roof, exterior of the Building or the Project
      or
      on pole signs in the Common Areas. Lessee agrees to sign any documents
      reasonably requested by Lessor to effectuate such rights. The obstruction of
      Lessee's view, air, or light by any structure erected in the vicinity of the
      Building, whether by Lessor or third parties, shall in no way affect this Lease
      or impose any liability upon Lessor. 

    


    (b)Lessor
      also reserves the right to move Lessee to other space of comparable size in
      the
      Building or Project, Lessor must provide at least 45 prior written notice of
      such move, and the new space must contain improvements of comparable quality
      to
      those contained within the Premises. Lessor shall pay the reasonable out of
      pocket costs that Lessee incurs with regard to such relocation, including the
      expenses of moving and necessary stationary revision costs. In no event,
      however, shall Lessor be required to pay an amount in excess of two months
      Base
      Rent. Lessee may not be relocated more than once during the term of this Lease.
      

    


    (c)Lessee
      shall not: (i) use a representation (photographic or otherwise) of the Building
      or Project or their name(s) in connection with Lessee's business; or (ii) suffer
      or permit anyone, except in emergency, to go upon the roof of the Building.
      

    


    42.
      PERFORMANCE UNDER PROTEST. If at any time a dispute shall arise as to any amount
      or sum of money to be paid by one Party to the other under the provisions
      hereof, the Party against whom the obligation to pay the money is asserted
      shall
      have the right to make payment "under protest" and such payment shall not be
      regarded as a voluntary payment and there shall survive the right on the part
      of
      said Party to institute suit for recovery of such sum. If it shall be adjudged
      that there was no legal obligation on the part of said Party to pay such sum
      or
      any part thereof, said Party shall be entitled cover such sum If it shall be
      adjudged that there was no legal obligation on the part of said Party to pay
      such sum or any part thereof, said Party shall be entitled to recover such
      sum
      or so much thereof as it was not legally required to pay. 

    


    43.
      AUTHORITY. 

    


    (a)If
      either Party hereto is a corporation, trust, limited liability company,
      partnership, or similar entity, each individual executing this Lease on behalf
      of such entity represents and warrants that he or she is duly authorized to
      execute and deliver this Lease on its behalf, Each party shall, within 30 days
      after request, deliver to the other party satisfactory evidence of such
      authority. 

    


    (b)If
      this Lease is executed by more than one person or entity as "Lessee", each
      such
      person or entity shall be jointly and severally liable hereunder. It is agreed
      that any one of the named Lessees shall be empowered to execute any amendment
      to
      this Lease, or other document ancillary thereto and bind all of the named
      Lessees, and Lessor may rely on the same as if all of the named Lessees had
      executed such document. 

    


    44.
      CONFLICT. Any conflict between the printed provisions of this Lease and the
      typewritten or handwritten provisions shall be controlled by the typewritten
      or
      handwritten provisions. 

    


    45.
      OFFER. Preparation of this Lease by either party or their agent and submission
      of same to the other Party shall not be deemed an offer to lease to the other
      Party. This Lease is not intended to be binding until executed and delivered
      by
      all Parties hereto. 

    


    46.
      AMENDMENTS. This Lease may be modified only in writing, signed by the Parties
      in
      interest at the time of the modification. As long as they do not materially
      change Lessee's obligations hereunder, Lessee agrees to make such reasonable
      nonmonetary modifications to this Lease as may be reasonably required by a
      Lender in connection with the obtaining of normal financing or refinancing
      of
      the Premises. 

    


    47.
      MULTIPLE PARTIES. If more than one person or entity is named herein as either
      Lessor or Lessee, such multiple Parties shall have joint and several
      responsibility to comply with the terms of this Lease. 

    


    48.
      WAIVER OF JURY TRIAL. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL
      BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF
      THIS AGREEMENT. 

    


    49.
      MEDIATION AND ARBITRATION OF DISPUTES. An Addendum requiring the Mediation
      and/or the Arbitration of all disputes between the Parties and/or Brokers
      arising out of this Lease 0 is 0 is not attached to this Lease. 

    


    50.
      AMERICANS WITH DISABILITIES ACT. In the event that as a result of Lessee's
      use,
      or intended use, of the Premises the Americans with Disabilities Act or any
      similar law requires modifications or the construction or installation of
      improvements in or to the Premises, Building, Project and/or Common Areas,
      the
      Parties agree that such modifications, construction or improvements shall be
      made at: 0 Lessor's expense 0 Lessee's expense. 

    


    


    LESSOR
      AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
      PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR
      INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE
      TIME THIS LEASE IS EXECUTED. THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE
      AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO
      THE
      PREMISES. 

    


    ATTENTION:
      NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE
      ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR
      TAX
      CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES
      ARE URGED TO: 

    


    1.
      SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.
      

    


    2.
      RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE
      PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE
      PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING AND SIZE OF THE PREMISES, THE
      STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS,
      COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF
      THE
      PREMISES FOR LESSEE'S INTENDED USE. 

    


    WARNING:
      IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS
      OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN
      WHICH THE PREMISES ARE LOCATED. 

    


    
      
        	 Initials 	
                 Initials
                  /s/ Moussa Shaaya, /s/ Jacek
                  Rozga

              


      

    

    

      
        
          
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    The
      Parties have executed this Lease at the respective place and on the dates
      specified above their respective signatures

     

    
      
        	 	
                Executed
                  at Los
                  Angeles, California 

                on:

              	 	 	Executed
                at Los
                Angeles, California 
                on:

              
	 	 	 	 	 
	 	
                By LESSOR:

                Beverly Robertson Design Plaza, a

                California General Partnership 

              	 	 	
                By
                  LESSEE:

                
                  Arbios
                    System, Inc., a California

                  Corporation

                

              
	 	 	 	 	 
	 	 	 	 	 
	 By:	/s/ Moyssa
                Shaaya 	 	 By:	/s/ Jacek
                Rozga
	 	
                
Name
                Printed: Moyssa
                Shaaya 	 	 	
                
Name
                Printed: Jacek
                Rozga
	 	Title: General
                Partner 	 	 	Title: President
	 	 	 	 	 
	 	 	 	 By:	 
	 By: 	 	 	 	 
	 	 	 	 	 Name
                Printed:_______________________
	 	 Name
                Printed:_______________________	 	 	 
	 	 Title:
                _____________________________	 	 	 Address: 8797
                Beverly Boulevard
	 	 Address:_______________________	 	 	
                            
                   #304

                                   Los
                  Angeles, California 90048

              
	 	 	 	 	 
	 	 	 	 	 
	 	Telephone / Facsimile Tel. (310)
                652-1611 	 	 	Telephone
                / Facsimile Tel.
                (310) 423-7702
	 	
                Fax.
                  (310) 652-1711 

              	 	 	 
	 	 	 	 	 
	 	Federal ID No.	 	 	Federal ID No.
	 	 	 	 	 
	 	
                LESSOR'S

                BROKER:

              	 	 	
                LESSEE'S

                BROKER:

              
	 	 	 	 	 
	 	Attn:______________________ 	 	 	Attn:______________________ 
	 	Address:___________________	 	 	Address:___________________
	 	 	 	 	 
	 	Telephone / Facsimile No.	 	 	Telephone / Facsimile
                No.


      

    

     

    


    THESE
      FORMS ARE OFTEN MODIFIED TO MEET CHANGING REQUIREMENTS OF LAW AND NEEDS OF
      THE
      INDUSTRY. ALWAYS WRITE OR CALL TO MAKE SURE YOU ARE UTILIZING THE MOST CURRENT
      FORM: AIR COMMERCIAL REAL ESTATE ASSOCIATION, 700 SOUTH FLOWER STREET, SUITE
      600, LOS ANGELES, CA 90017. 

    


    (C)COPYRIGHT
      1999-BY AIR COMMERCIAL REAL ESTATE ASSOCIATION. 

    


    ALL
      RIGHTS RESERVED. 

    


    NO
      PART OF THESE WORKS MAY BE REPRODUCED IN ANY FORM 

    WITHOUT
      PERMISSION IN WRITING. 

     

    
      
        	 Initials 	
                 Initials
                  /s/ Moussa Shaaya, /s/ Jacek
                  Rozga

              


      

    

    

      
        
          
            (C)1999
              -
              Air Commercial REVISED FORM OFG-1-9/99E Real Estate Association 

            01879/0001
              98744.1 

          

        

        
          Page
            16 of
            18

          
            

          

        

        
          
          

        

      



    OPTION(S)
      TO EXTEND

    STANDARD
      LEASE ADDENDUM

    


    DATED
      August 16, 2005 . 

    


    BY
      AND
      BETWEEN (LESSOR) Arbios
      System, a California Corporation .

    


    BY
      AND
      BETWEEN (LESSEE) Beverly
      Robertson design Plaza, a California General Partnership
      

    


    ADDRESS
      OF PREMISES: 8797
      Beverly B1vd. #206, Los Angeles, CA 90048 

    


    Paragraph
      _______ 

    


    A.
      OPTION(S) TO EXTEND:

    Lessor
      hereby grants to Lessee the option to extend the term of this Lease for
2
      years additional
      24
      month
      period(s) commencing when the prior term expires upon each and all of the
      following terms and conditions: 

    


    (i) In
      order
      to exercise an option to extend, Lessee must give written notice of such
      election to Lessor and Lessor must receive the same at least _________ but
      not
      more than ________ months prior to the date that the option period would
      commence, time being of the essence. If proper notification of the exercise
      of
      an option is not given and/or received, such option shall automatically expire.
      Options (if there are more than one) may only be exercised
      consecutively.

    


    (ii)
       The
      provisions of paragraph 39, including those relating to Lessee’s Default set
      forth in paragraph 39.4 of this Lease, are conditions of this
      Option.

    


    (iii)
      Except for the provisions of this Lease granting an option or options to extend
      the term, all of the terms and conditions of this Lease except where
      specifically modified by this option shall apply.

    


    (iv)
      This
      Option is personal to the original Lessee, and cannot be assigned or exercised
      by anyone other than said original Lessee and only while the original Lessee
      is
      in full possession of the Premises and without the intention of thereafter
      assigning or subletting.

    


    (v) The
      monthly rent for each month of the option period shall be calculated as follows,
      using the method(s) indicated below: (Check Method(s) to be Used and Fill in
      Appropriately)

    


    


    |X|
      I. COST OF LIVING ADJUSTMENT(S) (COLA) 

    


    


    a.
      On
      (Fill in COLA Dates) September 1, 2007 

    the
      Base
      Rent shall be adjusted by the change, if any, from the Base Month specified
      below, in the Consumer Price Index of the Bureau of Labor Statistics of the
      U.S.
      Department of Labor for (select one): |_| CPI W (Urban Wage Earners and Clerical
      Workers) or |X| CPI U (All Urban Consumers), for (Fill in Urban 

    Area):
      , 

    All
      Items
      (1982-1984 = 100), herein referred to as "CPI". 

    


    b.
      The
      monthly rent payable in accordance with paragraph A.1.a. of this Addendum shall
      be calculated as follows: the Base Rent set forth in paragraph 1.5 of the
      attached Lease, shall be multiplied by a fraction the numerator of which shall
      be the CPI of the calendar month 2 months prior to the month(s) specified in
      paragraph A.1.a. above during which the adjustment is to take effect, and the
      denominator of which shall be the CPI of the calendar month which is 2 months
      prior to (select one): |_| the first month of the term of this Lease as set
      forth in paragraph 1.3 ("Base Month") or |_| (Fill in Other "Base
      Month"): 
      . The
      sum so calculated shall constitute the new monthly rent hereunder, but in no
      event, shall any such new monthly rent be less than the rent payable for the
      month immediately preceding the rent adjustment. 

    


    c.
      In the
      event the compilation and/or publication of the CPI shall be transferred to
      any
      other governmental department or bureau or agency or shall be discontinued,
      then
      the index most nearly the same as the CPI shall be used to make such
      calculation. In the event that the Parties cannot agree on such alternative
      index, then the matter shall be submitted for decision to the American
      Arbitration Association in accordance with the then rules of said Association
      and the decision of the arbitrators shall be binding upon the parties. The
      cost
      of said Arbitration shall be paid equally by the Parties. 

    


    |_|
      II. MARKET RENTAL VALUE ADJUSTMENT(S) (MRV) 

    


    


    a.
      On
      (Fill in MRV Adjustment Date(s):____________________________________


    the
      Base
      Rent shall be adjusted to the "Market Rental Value" of the property as follows:
      

    


    1)
      Four
      months prior to each Market Rental Value Adjustment Date described above, the
      Parties shall attempt to agree upon what the new MRV will be on the adjustment
      date. If agreement cannot be reached within thirty days, then: 

    


    (a)
      Lessor and Lessee shall immediately appoint a mutually acceptable appraiser
      or
      broker to establish the new MRV within the next 30 days~ Any associated costs
      will be split equally between the Parties, or 

    


    (b)
      Both
      Lessor and Lessee shall each immediately make a reasonable determination of
      the
      MRV and submit such determination, in writing, to arbitration in accordance
      with
      the following provisions: 

    


    (i)
      Within 15 days thereafter, Lessor and Lessee shall each select an |_| appraiser
      or |_| broker ("CONSULTANT" - check one) of their choice to act as an
      arbitrator. The two arbitrators so appointed shall immediately select a third
      mutually acceptable Consultant to act as a third arbitrator. 

    


    
      
        	 Initials 	
                 Initials
                  /s/ Moussa Shaaya, /s/ Jacek
                  Rozga

              


      

    

    

      
        
          
            (C)1999
              -
              Air Commercial REVISED FORM OFG-1-9/99E Real Estate Association 

            01879/0001
              98744.1 

          

        

        
          Page
            17 of
            18

          
            

          

        

        
          
          

        

      



    (ii)
      The
      3 arbitrators shall within 30 days of the appointment of the third arbitrator
      reach a decision as to what the actual MRV for the Premises is, and whether
      Lessor's or Lessee's submitted MRV is the closest thereto. The decision of
      a
      majority of the arbitrators shall be binding on the Parties. The submitted
      MRV
      which is determined to be the closest to the actual MRV shall thereafter be
      used
      by the Parties. 

    


    (iii)
      If
      either of the Parties fails to appoint an arbitrator within the specified 15
      days, the arbitrator timely appointed by one of them shall reach a decision
      on
      his or her own, and said decision shall be binding on the Parties. 

    


    (iv)
      The
      entire cost of such arbitration shall be paid by the party whose submitted
      MRV
      is not selected, le. the one that is NOT the closest to the actual MRV.


    


    2)
      Notwithstanding the foregoing, the new MRV shall not be less than the rent
      payable for the month immediately preceding the rent adjustment. 

    


    b.
      Upon
      the establishment of each New Market Rental Value: 

    


    1)
      the
      new MRV will become the new "Base Rent" for the purpose of calculating any
      further Adjustments, and 2) the first month of each Market Rental Value term
      shall become the new `Base Month' for the purpose of calculating any further
      Adjustments. 

    


    |_|
      III. FIXED RENTAL ADJUSTMENT(S) (FRA) 

    


    The
      Base
      Rent shall be increased to the following amounts on the dates set forth below:
      

    


    On
      (Fill
      in FRA Adjustment Date(s)): The
      New
      Base Rent shall be:

     

    
 

    
      	 	 	 $
	 	 	 $
	 	 	 $
	 	 	 $


    

    


    B.
      NOTICE:

    


    Unless
      specified otherwise herein, notice of any such adjustments, other than Fixed
      Rental Adjustments, shall be made as specified in paragraph 23 of the Lease,
      

    


    C.
      BROKER'S FEE: 

    


    The
      Brokers shall be paid a Brokerage Fee for each adjustment specified above in
      accordance with paragraph 15 of the Lease. 

    


    NOTE:
      THESE FORMS ARE OFTEN MODIFIED TO MEET CHANGING REQUIREMENTS OF LAW AND NEEDS
      OF
      THE INDUSTRY. ALWAYS WRITE OR CALL TO MAKE SURE YOU ARE UTILIZING THE MOST
      CURRENT FORM: AIR COMMERCIAL REAL ESTATE ASSOCIATION, 700 S. FLOWER STREET,
      SUITE 600, LOS ANGELES, CALIF. 90017 

    


    
      
        	 Initials 	
                 Initials
                  /s/ Moussa Shaaya, /s/ Jacek
                  Rozga

              


      

    

     

    
      
        
          (C)1999
            -
            Air Commercial REVISED FORM OFG-1-9/99E Real Estate Association 

          01879/0001
            98744.1 

        

      

      
        Page
          18 of
          18