Exhibit 10.25


    

      LEASE
        AGREEMENT

       

      THIS
        LEASE AGREEMENT is made this 31st day of January, 2006 between Addison Park,
        Ltd. / The Gibby Family Living Trust as Landlord, (“Landlord), and the Tenant
        named below,

       

      
        	
                Tenant:
                  

              	
                ULURU,
                  Inc.

              
	
                 

              	 
	
                Premises:
                  

              	
                That
                  portion of the Building, containing approximately 8,923 rentable
                  square
                  feet, as determined by Landlord, as shown on Exhibit A.

              
	 	 
	
                 

              	 
	
                Building:
                  

              	
                Addison
                  Park Place

              
	 	
                4452
                  Belt Way Drive

              
	
                 

              	
                Addison,
                  TX 75001

              
	
                Tenant’s
                  Proportionate

              	 
	
                Share
                  of Building: 

              	
                24.53%

              
	 	 
	
                Lease
                  Term: 

              	
                Eighty-four
                  (84) months

              
	 	 
	
                Commencement
                  Date: 

              	
                April
                  1, 2006

              
	
                 

              	 
	
                Initial
                  Monthly Base Rent:

              	
                $6,989.68

              
	
                For
                  months 1-60 and $7,435.83 for months 61- 84.

              	 
	
                Initial
                  Estimated Monthly

              	 
	
                Operating
                  Expense Payments: 

              	
                1.
                  Common Area Charges: $
                  922.04

              
	
                (See
                  Paragraph 6) 

              	
                2.
                  Taxes: $1,018.71

              
	
                 

              	
                3.
                  Insurance: $
                  104.10

              
	
                Initial
                  Estimated Monthly

              	 
	
                Operating
                  Expense Payments:

              	
                $2,044.85

              
	
                 

              	 
	
                Initial
                  Monthly Base Rent and

              	
                $9,034.53

              
	
                Operating
                  Expense Payments:

              	 
	
                 

              	 
	
                Security
                  Deposit:

              	
                $18,069.06

              
	
                Addenda:
                  

              	
                Exhibit
                  “A”- Floor Plan

              


      

       

      
        	 	
                1.

              	
                Granting
                  Clause. In
                  consideration of the obligation of Tenant to pay rent as herein
                  provided
                  and in consideration of the other terms, covenants, and conditions
                  hereof,
                  Landlord leases to Tenant, and Tenant takes from Landlord, the
                  Premises,
                  to have and to hold for the Lease Term, subject to the terms, covenants
                  and conditions of this Lease.

              


      

      


      
        	 	
                2.

              	
                Acceptance
                  of Premises. Tenant
                  shall accept the Premises in its condition as of the Commencement
                  Date
                  subject to the improvements which shall be made per paragraph 40
                  and all-
                  applicable laws, ordinances, regulations, covenants and restrictions.
                  Landlord has made no representation or warranty as to the suitability
                  of
                  the Premises for the conduct of Tenant’s business, and Tenant waives any
                  implied warranty that the Premises are suitable for Tenant’s intended
                  purposes. Except as provided in Paragraph 10, in no event shall
                  Landlord
                  have any obligation for any defects in the Premises or any limitation
                  on
                  its use.

              


      

      


      


      


      


      3. 
        Use. The
        Premises shall be used only for the purpose of executive offices and
        pharmaceutical research and for such other lawful purpose as may be incidental
        thereto. Tenant shall not conduct or give notice of any auction, liquidation,
        or
        going out of business sale on the Premises. Tenant will use the Premises
        in a
        careful, safe and proper manner and will not commit waste, overload the floor
        or
        structure of the Premises or subject the Premises to use that would damage
        the
        Premise. Tenant shall not in it’s reasonable control permit any objectionable or
        unpleasant odors, smoke, dust, gas, noise, or vibrations to emanate from
        the
        Premises, or take any other action that would constitute a nuisance or would
        disturb, unreasonably interfere with, or endanger Landlord or any tenants
        of the
        Project. Outside storage, including without limitation, storage of trucks
        and
        other vehicles, is prohibited without Landlord’s prior written consent. Landlord
        warrants it has received no notice from any government authority that the
        Premises are not in compliance with the Americans With Disabilities Act and
        Landlord shall maintain the exterior of the Premises in compliance with the
        ADA.
        Tenant, at its sole expense, shall use and Occupy the interior of the Premises
        in compliance with all laws, including, without limitation, the Americans
        With
        Disabilities Act, orders, judgments, ordinances, regulations, codes, directives,
        permits, licenses, covenants and restrictions now or hereafter applicable
        to the
        Premises (collectively, “Legal Requirements”). The Premises shall not be used as
        a place of public accommodation under the Americans with Disabilities Act
        or
        similar state statutes or local ordinances or any regulations promulgated
        thereunder, all as may be amended from time to time. Tenant shall, at its
        expense, make any alterations or modifications, within or without the Premises
        that are required by Legal Requirements related to Tenant’s use or occupation of
        the Premises. Tenant will not use or permit the Premises to be used for any
        purpose or in any manner that would void Tenant’s or Landlord’s insurance or
        increase the insurance risk. If any increase in the cost of any insurance
        on the
        Premises or the Project is caused by Tenant’s use or occupation of the Premises,
        or because Tenant vacates the Premises prior to the expiration of its Lease,
        then Tenant shall pay the amount of such increase to Landlord. Any occupation
        of
        the Premises by Tenant prior to the Commencement Date shall be subject to
        all
        obligations of Tenant under this Lease.

      


      
        	 	
                4.

              	
                Base
                  Rent. Tenant shall pay Base Rent in the amount set forth above.
                  The first
                  month’s Base Rent, the Security Deposit, and the first monthly installment
                  of estimated Operating Expenses (as hereafter defined) shall be
                  due and
                  payable on the date hereof, and Tenant promises to pay to Landlord
                  in
                  advance, without demand, deduction or set-off, monthly installments
                  of
                  Base Rent on or before the first day of each calendar month succeeding
                  the
                  Commencement Date. Payments of Base Rent for any fractional calendar
                  month
                  shall be prorated. All payments required to be made by Tenant to
                  Landlord
                  hereunder shall be payable at such address as Landlord may specify
                  from
                  time to time by written notice delivered in accordance herewith.
                  The
                  obligation of Tenant to pay Base Rent and other sums to Landlord
                  and the
                  obligations of Landlord under this Lease are independent obligations.
                  Tenant shall have no right at any time to abate, reduce, or set-off
                  any
                  rent due hereunder except as may be expressly provided in this
                  Lease. If
                  Tenant is delinquent in any monthly installment of Base Rent or
                  of
                  estimated Operating Expenses for more than ten (10) days, Tenant
                  shall pay
                  to Landlord on demand a late charge equal to ten percent (10%)
                  of such
                  delinquent sum. The provision for such late charge shall be in
                  addition to
                  all of Landlord’s other rights and remedies hereunder or at law and shall
                  not be construed as a penalty.

              


      

      


      
        	 	
                5.

              	
                Security
                  Deposit. The Security Deposit shall be held by Landlord as security
                  for
                  the performance of Tenant’s obligations under this Lease. The Security
                  Deposit is not an advance rental deposit or a measure of Landlord’s
                  damages in case of Tenant’s default. Upon each occurrence of an Event of
                  Default (hereinafter defined), Landlord may use all or part of
                  the
                  Security Deposit to pay delinquent payments due under this Lease,
                  and the
                  cost of any damage, injury, expense or liability caused by such
                  Event of
                  Default, without prejudice to any other remedy provided herein
                  or provided
                  by law. Tenant shall pay Landlord on demand the amount that will
                  restore
                  the Security Deposit to its original amount. Landlord’s obligation
                  respecting the Security Deposit is that of a debtor, not a trustee;
                  no
                  interest shall accrue thereon. The Security Deposit shall be the
                  property
                  of Landlord, but shall be paid to Tenant when Tenant’s obligations under
                  this Lease have been completely fulfilled. Landlord shall be released
                  from
                  any obligation with respect to the Security Deposit upon transfer
                  of this
                  Lease and the Premises to a person or entity assuming Landlord’s
                  obligations under this Paragraph 5.


              


      

      


      
        	 	
                6.

              	
                Operating
                  Expense Payments. During each month of the Lease Term, on the same
                  date
                  that Base Rent is due, Tenant shall pay Landlord an amount equal
                  to 1/12
                  of the annual cost, as estimated by Landlord from time to time,
                  of
                  Tenant’s Proportionate Share (hereinafter defined) of Operating Expenses
                  for the Project. Payments thereof for any fractional calendar month
                  shall
                  be prorated. The term “Operating Expenses” means all costs and expenses
                  incurred by Landlord with respect to the ownership, maintenance,
                  and
                  operation of the Project including, but not limited to, costs of:
                  Taxes
                  (hereinafter defined) and fees payable to tax consultants and attorneys
                  for consultation and contesting taxes; insurance; utilities for
                  the common
                  area of the Project; maintenance, repair and replacement of all
                  portions
                  of the Project, including without limitation, paving and parking
                  areas,
                  roads, roofs, alleys, and driveways, mowing, landscaping, exterior
                  painting, utility lines, common area lighting, electrical systems
                  and
                  other mechanical and building systems; amounts paid to contractors
                  and
                  subcontractors for work or services performed in connection with
                  any of
                  the foregoing; property management fees and reasonable administrative
                  costs, security services, if any; litter collection, sweeping and
                  removal;
                  and additions or alterations made by Landlord to the Project or
                  the
                  Building in order to comply with Legal Requirements (other than
                  those
                  expressly required herein to be made by Tenant) or that are appropriate
                  to
                  the continued operation of the Project or the Building as a Office
                  Tech
                  facility in the market area, provided that the cost of additions
                  or
                  alterations that are required to be capitalized for federal income
                  tax
                  purposes shall be amortized on a straight line basis over a period
                  equal
                  to the useful life thereof for federal income tax purposes. Operating
                  Expenses do not include debt service under mortgages or ground
                  rent under
                  ground leases, costs of restoration to the extent of net insurance
                  proceeds received by Landlord with respect thereto, leasing commissions,
                  or the costs of renovating space for
                  tenants.

              


      

      


      If
        Tenant’s total payments of Operating Expenses for any year are less than
        Tenant’s Proportionate Share of actual Operating Expenses for such year, then
        Tenant shall pay the difference to Landlord within 30 days after demand,
        and if
        more, then Landlord shall retain such excess and credit it against Tenant’s next
        payments. For purposes of calculating Tenant’s Proportionate Share of Operating
        Expenses, a year shall mean a calendar year except the First year, which
        shall
        begin on the Commencement Date, and the last year, which shall end on the
        expiration of this Lease. With respect to Operating Expenses which Landlord
        allocates to the entire Project, Tenant’s “Proportionate Share” shall be the
        percentage set forth on the first page of this Lease as Tenant’s Proportionate
        Share of the Project as reasonably adjusted by Landlord in the future for
        changes in the physical size of the Premises or the Project; and, with respect
        to Operating Expenses which Landlord allocates only to the Building, Tenant’s
“Proportionate Share” shall be the percentage set forth on the first page of
        this Lease as Tenant’s Proportionate Share of the Building as reasonably
        adjusted by Landlord in the future for changes in the physical size of the
        Premises or the Building. Landlord may equitably increase Tenant’s Proportionate
        Share for any item of expense or cost reimbursable by Tenant that relates
        to a
        repair, replacement, or service that benefits only the Premises or only a
        portion of the Project or Building that includes the Premises or that varies
        with occupancy or use. The estimated Operating Expenses for the Premises
        set

      forth
        on
        the first page of this Lease are only estimates, and actual expenses may
        differ
        based on present and future years’ operational experience.

       

      7. Utilities.
        Tenant
        shall pay for all water, gas, electricity, heat, light, power, telephone,
        sewer,
        refuse, and other utilities and services used on the Premises, all maintenance
        charges for utilities, and any storm sewer charges or other similar charges
        for
        utilities imposed by any governmental entity or utility provider, together
        with
        any taxes, penalties, surcharges or the like on these services pertaining
        to
        Tenant’s use of the Premises. . Tenant shall pay its share of all charges for
        jointly metered utilities based upon consumption, as reasonably determined
        by
        Landlord. No interruption or failure of utilities shall result in the
        termination of this Lease or the abatement of rent. If water and sewer are
        master metered, Tenant shall pay it’s proportionate share of the actual cost of
        the Building’s water/sewer charges in addition to its operating expense
        payments.

      


      8. 
        Taxes.
        Landlord shall pay all taxes, assessments and governmental charges (collectively
        referred to as Taxes”) that accrue against the Project during the Lease Term,
        which shall be included as part of the Operating Expenses charged to Tenant.
        Landlord may contest by appropriate legal proceedings the amount, validity,
        or
        application of any taxes or liens thereof. All capital levies or other taxes
        assessed or imposed on Landlord upon the rents payable to Landlord under
        this
        Lease and any franchise tax, any excise, transaction, sales or privilege
        tax,
        assessment, levy or charge measured by or based, in whole or in part, upon
        such
        rents from the Premises and/or the Project or any portion thereof shall be
        paid
        by Tenant to Landlord monthly in estimated installments or upon demand, at
        the
        option of Landlord, as additional rent; provided, however, in no event shall
        Tenant be liable for any net income taxes imposed on Landlord unless such
        net
        income taxes are in substitution for any Taxes payable hereunder. If any
        such
        tax or excise is levied or assessed directly against Tenant, then Tenant
        shall
        be responsible for and shall pay the same at such times and in such manner
        as
        the taxing authority shall require. Tenant shall be liable for all taxes
        levied
        or assessed against any personal property or fixtures placed in the Premises,
        whether levied or assessed against Landlord or Tenant.

      


      	9.  	
              Insurance.
                Landlord shall maintain all risk property insurance covering the
                full
                replacement cost of the Building. Landlord may, but is not obligated
                to,
                maintain such other insurance and additional coverages as it may
                deem
                necessary, including, but not limited to, commercial liability of
                such
                insurance allocable to the Project or Building will be determined
                by
                Landlord based upon the insurer’s cost calculations). Tenant shall also
                reimburse Landlord for any increased premiums or additional insurance
                as a
                result of Tenant’s use of the Premises.

            


      


      Tenant,
        at its expense, shall maintain during the Lease Term: all risk property
        insurance covering the full replacement cost of all property and improvements
        installed or placed in the Premises by Tenant at Tenant’s expense; worker’s
        compensation insurance with no less than the minimum limits required by law;
        employer’s liability insurance with such limits as required by law; and
        commercial liability insurance, with a minimum limit of $1,000,000 per
        occurrence and a minimum umbrella limit of $1,000,000, for a total minimum
        combined general liability and umbrella limit of $2,000,000 for property
        damage,
        personal injuries, or deaths of persons occurring in or about the Premises.
        Landlord may from time to time require reasonable increases in any such limits.
        The commercial liability policies shall name Landlord as an additional insured,
        insure on an occurrence and not a claims-made basis, be issued by insurance
        companies which are reasonably acceptable to Landlord, not be cancelable
        unless
        thirty (30) days’ prior written notice shall have been given to Landlord,
        contain a hostile fire endorsement and a contractual liability endorsement
        and
        provide primary coverage to Landlord (any policy issued to Landlord providing
        duplicate or similar coverage shall be deemed excess over Tenant’s policies).
        Such policies or certificates thereof shall be delivered to Landlord by Tenant
        upon commencement of the Lease Term and upon each renewal of said
        insurance.

      


      The
        all
        risk property insurance obtained by Landlord and Tenant shall include a waiver
        of subrogation by the insurers and all rights based upon an assignment from
        its
        insured, against Landlord or Tenant, their officers, directors, employees,
        managers, agents, invitees and contractors, in connection with any loss or
        damage thereby insured against. Neither party nor its officers, directors,
        employees, managers, agents, invitees or contractors shall be liable to the
        other for loss or damage caused by any risk coverable by all risk property
        insurance, and each party waives any claims against the other party, and
        its
        officers, directors, employees, managers, agents, invitees and contractors
        for
        such loss or damage. The failure of a party to insure its property shall
        not
        void this waiver. Landlord and its agents, employees and contractors shall
        not
        be liable for, and Tenant hereby waives all claims against such parties for,
        business interruption and losses occasioned thereby sustained by Tenant or
        any
        person claiming through Tenant resulting from any accident or occurrence
        in or
        upon the Premises or the Project from any cause whatsoever, excluding without
        limitation, damage caused in whole or in part, directly or indirectly, by
        the
        negligence of Landlord or its agents, employees or contractors.

      


      
        	 	
                10.

              	
                Landlord’s
                  Repairs.
                  Landlord shall maintain, at its expense, the structural soundness
                  of

              


      

      the
        foundation and exterior walls of the Building, reasonable wear and tear and
        uninsured losses and damages caused by Tenant, its agents and contractors
        excluded. The term “walls” as used in this Paragraph 10 shall not include
        windows, glass or plate glass, doors or overhead doors, special store fronts,
        dock bumpers, dock plates or levelers, or office entries. Tenant shall promptly
        give Landlord written notice of any repair required by Landlord pursuant
        to this
        Paragraph 10, after which Landlord shall have a reasonable opportunity to
        repair. Landlord shall maintain the rubber seals around the
        windows.

      


      
        	 	
                11.

              	
                Tenant’s
                  Repairs. Landlord, at Tenant’s expense as provided in Paragraph 6, shall
                  maintain in good repair and condition the parking areas, roof and
                  the
                  common areas of the Building, including, but not limited to driveways,
                  alleys, landscape and grounds surrounding the Premises. Subject
                  to
                  Landlord’s obligation in Paragraph 10 and subject to Paragraphs 9 and 15,
                  Tenant, at its expense, shall repair, replace and maintain in good
                  condition all portions of the Premises and all areas, improvements
                  and
                  systems exclusively serving the Premises including, without limitation,
                  dock and loading areas, truck doors, plumbing, water and sewer
                  lines up to
                  points of common connection, entries, doors, ceilings, broken windows,
                  interior walls, and the interior side of demising walls, and heating,
                  ventilation and air conditioning systems. Such repair and replacements
                  include capital expenditures and repairs whose benefit may extend
                  beyond
                  the Term. Heating, ventilation and air conditioning systems and
                  other
                  mechanical and building systems serving the Premises shall be maintained
                  at Tenant’s expense. Landlord’s HVAC contractor shall perform the
                  quarterly filter changes and annual coil cleaning at Tenant’s expense,
                  subject to competitive pricing. Subject to Paragraphs 9 and 15,
                  Tenant
                  shall bear the full cost of any repair or replacement to any part
                  of the
                  Building or Project that results from damage caused by Tenant,
                  its agents,
                  contractors, or invitees and any repair that benefits only the
                  Premises.

              


      

      


      
        	 	
                12.

              	
                Tenant-Made
                  Alterations and Trade Fixtures. Any alterations, additions, or
                  improvements made by or on behalf of Tenant to the Premises (“Tenant-Made
                  Alterations”) shall be subject to Landlord’s prior written consent. Tenant
                  shall cause, at its expense, all Tenant-Made Alterations to comply
                  with
                  insurance requirements and with Legal Requirements and shall construct
                  at
                  its expense any alteration or modification required by Legal Requirements
                  as a result of any Tenant-Made Alterations. All Tenant Made Alterations
                  shall be constructed in a good and workmanlike manner by contractors
                  reasonably acceptable to Landlord and only good grades of materials
                  shall
                  be used. All plans and specifications for any Tenant-Made Alterations
                  shall be submitted to Landlord for its approval. Landlord may monitor
                  construction of the Tenant-Made Alterations. . Landlord’s right to review
                  plans and specifications and to monitor construction shall be solely
                  for
                  its own benefit, and Landlord shall have no duty to see that such
                  plans
                  and specifications or construction comply with applicable laws,
                  codes,
                  rules and regulations. Tenant shall provide Landlord with the identities
                  and mailing addresses of all persons performing work or supplying
                  materials, prior to beginning such construction, and Landlord may
                  post on
                  and about the Premises notices of non-responsibility pursuant to
                  applicable law. Tenant shall furnish security or make other arrangements
                  satisfactory to Landlord to assure payment for the completion of
                  all work
                  free and clear of liens and shall provide certificates of insurance
                  for
                  worker’s compensation and other coverage in amounts and from an insurance
                  company satisfactory to Landlord protecting Landlord against liability
                  for
                  personal injury or property damage during construction. Upon completion
                  of
                  any Tenant-Made Alterations, Tenant shall deliver to Landlord sworn
                  statements setting forth the names of all contractors and subcontractors
                  who did work on the Tenant-Made Alterations and final lien waivers
                  from
                  all such contractors and subcontractors. Upon surrender of the
                  Premises,
                  all Tenant-Made Alterations and any leasehold improvements constructed
                  by
                  Landlord or Tenant shall remain on the Premises as Landlord’s property,
                  except to the extent Landlord requires removal at Tenant’s expense of any
                  such items or Landlord and Tenant have otherwise agreed in writing
                  in
                  connection with Landlord’s consent to any Tenant-Made Alterations. Tenant
                  shall repair any damage caused by such removal.


              


      

      


      Tenant,
        at its own cost and expense and without Landlord’s prior approval, may erect
        such shelves, bins, machinery and trade fixtures (collectively “Trade Fixtures”)
        in the ordinary course of its business provided that such items do not alter
        the
        basic character of the Premises, do not overload or damage the Premises,
        and may
        be removed without injury to the Premises, and the construction, erection,
        and
        installation thereof complies with all Legal Requirements and with Landlord’s
        requirements set forth above. Tenant shall remove its Trade Fixtures the
        termination of the Lease and shall repair any damage caused by such
        removal.

      


      
        	 	
                13.

              	
                Signs.
                  Tenant
                  shall not make any changes to the exterior of the Premises, install
                  any
                  exterior lights, decorations, balloons, flags, pennants, banners,
                  or
                  painting, or erect or install any signs, windows or door lettering,
                  placards, decorations, or advertising media of any type which can
                  be
                  viewed from the exterior of the Premises, without Landlord’s prior written
                  consent. Upon surrender or vacation of the Premises, Tenant shall
                  have
                  removed all signs and repair, paint, and/or replace the building
                  facia
                  surface to which its signs are attached. Tenant shall obtain all
                  applicable governmental permits and approvals for sign and exterior
                  treatments. All signs, decorations, advertising media, blinds,
                  draperies
                  and other window treatment or bars or other security installations
                  visible
                  front outside the Premises shall be subject to Landlord’s approval and
                  conform in all respects to Landlord’s
                  requirements.

              


      

      


      
        	 	
                14.

              	
                Parking.
                  Tenant shall be entitled to park in common with other tenants of
                  the
                  Project in those areas designated for nonreserved parking. Landlord
                  may
                  allocate parking spaces between Tenant and other tenants in the
                  Project if
                  Landlord determines that such parking facilities are becoming
                  crowded.

              


      

      


      
        	 	
                15.

              	
                Restoration.
                  If
                  at any time during the Lease Term the Premises are damaged by a
                  fire or
                  other casualty, Landlord shall notify Tenant within sixty (60)
                  days after
                  such damage as to the amount of time Landlord reasonably estimates
                  it will
                  take to restore the Premises. If the restoration time is estimated
                  to
                  exceed six (6) months, either Landlord or Tenant may elect to terminate
                  this Lease upon notice to the other party given no later than 30
                  days
                  after Landlord’s notice. If neither party elects to terminate this Lease
                  or if Landlord estimates that restoration will take 6 months or
                  less,
                  then, subject to receipt of sufficient insurance proceeds, Landlord
                  shall
                  promptly restore the Premises excluding the improvements installed
                  by
                  Tenant or by Landlord and paid by Tenant, subject to delays arising
                  from
                  the collection of insurance proceeds or from Force Majeure events.
                  Tenant
                  at Tenant’s expense shall promptly perform, subject to delays arising from
                  the collection of insurance proceeds, or from Force Majeure events,
                  all
                  repairs or restoration not required to be done by Landlord and
                  shall
                  promptly re-enter the Premises and commence doing business in accordance
                  with this Lease. Notwithstanding the foregoing, either party may
                  terminate
                  this Lease if the Premises are damaged during the last year of
                  the Lease
                  Term and Landlord reasonably estimates that it will take more than
                  one
                  month to repair such damage. The cost of Landlord’s insurance deductible
                  shall be considered an Operating Expense in accordance with paragraph
                  6 of
                  this Lease. If the damage involves the premises of other tenants,
                  Tenant
                  shall pay the portion of the deductible that the cost of the restoration
                  of the Premises. bears to the total cost of restoration, as determined
                  by
                  Landlord. Base Rent and Operating Expenses shall be abated for
                  the period
                  of repair and restoration in the proportion which the area of the
                  Premises, if any, which is not usable by Tenant bears to the total
                  area of
                  the Premises. Such abatement shall be the sole remedy of Tenant,
                  and
                  except as provided herein, Tenant waives any right to terminate
                  the Lease
                  by reason of damage or casualty
                  loss.

              


      

       

      
        	 	
                16.

              	
                Condemnation.
                  If
                  any part of the Premises or the Project should be taken for any
                  public or
                  quasi-public use under governmental law, ordinance, or regulation,
                  or by
                  right of eminent domain, or by private purchase in lieu thereof
                  (a
                  “Taking” or “Taken”), and the Taking would prevent or materially interfere
                  with Tenant’s use of the Premises or in Landlord’s judgment would
                  materially interfere with or impair its ownership or operation
                  of the
                  Project, then upon written notice by Landlord this Lease shall
                  terminate
                  and Base Rent shall be apportioned as of said date. If part of
                  the
                  Premises shall be Taken, and this lease is not terminated as provided
                  above, the Base Rent payable hereunder during the unexpired Lease
                  Term
                  shall be reduced to such extent as may be fair and reasonable under
                  the
                  circumstances. In the event of any such Taking, Landlord shall
                  be entitled
                  to receive the entire price or award from any such Taking without
                  any
                  payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s
                  interest, if any, in such award. Tenant shall have the right to
                  make a
                  separate claim against the condemning authority (but not Landlord)
                  for
                  such compensation as may be separately awarded or recoverable by
                  Tenant
                  for Tenant improvements, moving expenses and damage to Tenant’s Trade
                  Fixtures, if a separate award for such items is made to
                  Tenant.

              


      

      


      
        	 	
                17.

              	
                Assignment
                  and Subletting.
                  Without Landlord’s prior written consent, Tenant shall not assign this
                  Lease or sublease the Premises or any part thereof or mortgage,
                  pledge, or
                  hypothecate its leasehold interest or grant any concession or license
                  within the Premises and any attempt to do any of the foregoing
                  shall be
                  void and of no effect. For purposes of this paragraph, a transfer
                  of the
                  ownership interests controlling Tenant shall be deemed an assignment
                  of
                  this Lease unless such ownership interests are publicly traded.
                  Notwithstanding the above, Tenant may assign or sublet the Premises,
                  or
                  any part thereof~ to any entity controlling Tenant, controlled
                  by Tenant
                  or under common control with Tenant (a “Tenant Affiliate”), without the
                  prior written consent of Landlord. Tenant shall reimburse Landlord
                  for all
                  of Landlord’s reasonable out-of-pocket expenses in connection with any
                  assignment or sublease. Upon Landlord’s receipt of Tenant’s written notice
                  of a desire to assign or sublet the Premises, or any part thereof
                  (other
                  than to a Tenant Affiliate), Landlord may, by giving written notice
                  to
                  Tenant within 30 days after receipt of Tenant’s notice, terminate this
                  Lease with respect to the space described in Tenant’s notice, as of the
                  date specified in Tenant’s notice for the commencement of the proposed
                  assignment or sublease.

              


      

      


      Notwithstanding
        any assignment or subletting, Tenant and any guarantor or surety of Tenant’s
        obligations under this Lease shall at all times remain fully responsible
        and
        liable for the payment of the rent and for compliance with all of Tenant’s other
        obligations under this Lease (regardless of whether Landlord’s approval has been
        obtained for any such assignments or sublettings). In the event that the
        rent
        due and payable by a sublessee or assignee (on a combination of the rental
        payable under such sublease or assignment plus any bonus or other consideration
        therefor or incident thereto) exceeds the rental payable under this Lease,
        then
        Tenant shall be bound and obligated to pay Landlord as additional rent hereunder
        all such excess rental and other excess consideration within 10 days following
        receipt thereof by Tenant.

      


      If
        this
        Lease be assigned or if the Premises be subleased (whether in whole or in
        part)
        or in the event of the mortgage, pledge, or hypothecation of Tenant’s leasehold
        interest or grant of any concession or license within the Premises or if
        the
        Premises be occupied in whole or in part by anyone other than Tenant, then
        upon
        a default by Tenant hereunder Landlord may collect rent from the assignee,
        sublessee, mortgagee, pledgee, party to whom the leasehold interest was
        hypothecated, concessionee or licensee or other occupant and, except to the
        extent set forth in the preceding paragraph, apply the amount collected to
        the
        next rent payable hereunder; and all such rentals collected by Tenant shall
        be
        held in trust for Landlord and immediately forwarded to Landlord. No such
        transaction or collection of rent or application thereof by Landlord, however,
        shall be deemed a waiver of these provisions or a release of Tenant from
        the
        further performance by Tenant of its covenants, duties, or obligations
        hereunder.

      


      
        	 	
                18.

              	
                Indemnification.
                  Except for the gross negligence of Landlord, its agents, employees
                  or
                  contractors, and to the extent permitted by law, Tenant agrees
                  to
                  indemnify, defend and hold harmless Landlord, and Landlord’s agents,
                  employees and contractors, from and against any and all losses,
                  liabilities, damages, costs and expenses (including attorneys’ fees)
                  resulting from claims by third parties for injuries to any person
                  and
                  damage to or theft or misappropriation or loss of property occurring
                  in or
                  about the Project and arising from the use and occupancy of the
                  Premises
                  or from any activity, work, or thing done, permitted or suffered
                  by Tenant
                  in or about the Premises or due to any other act or omission of
                  Tenant,
                  its subtenants, assignees, invitees, employees, contractors and
                  agents.
                  The furnishing of insurance required hereunder shall not be deemed
                  to
                  limit Tenant’s obligations under of this Paragraph
                  18.

              


      

      


      
        	 	
                19.

              	
                Inspection
                  and Access.
                  Landlord and its agents, representatives, and contractors may enter
                  the
                  Premises during business hours or at anytime in the event of an
                  emergency,
                  to inspect the Premises and to make such repairs as may be required
                  or
                  permitted pursuant to this Lease and for any other business purpose.
                  Landlord and Landlord’s representatives may enter the Premises during
                  business hours for the purpose of showing the Premises to prospective
                  purchasers and, during the last year of the Lease Term, to prospective
                  tenants. Landlord may erect a suitable sign on the Premises stating
                  the
                  Premises are available to let or that the Project is available
                  for sale.
                  Landlord may grant easements, make public dedications, designate
                  common
                  areas and create restrictions on or about the Premises, provided
                  that no
                  such easement, dedications designation or restriction materially
                  interferes with Tenant’s use or occupancy of the Premises. At Landlord’s
                  request, Tenant shall execute such instruments as may be necessary
                  for
                  such easements, dedications or
                  restrictions.

              


      

      


      
        	 	
                20.

              	
                Quiet
                  Enjoyment.
                  If
                  Tenant shall perform all of the covenants and agreements herein
                  required
                  to be performed by Tenant, Tenant shall, subject to the terms of
                  this
                  Lease, at all times during the lease Term, have peaceful and quiet
                  enjoyment of the Premises against any person claiming by, through
                  or under
                  Landlord.

              


      

      


      
        	 	
                21.

              	
                Surrender.
                  Upon termination of the Lease Term or earlier termination of Tenant’s
                  right of possession, Tenant shall surrender the Premises to Landlord
                  in
                  the same condition as received, broom clean, ordinary wear and
                  tear and
                  casualty loss and condemnation covered by Paragraphs 15 and 16
                  excepted.
                  Any Trade Fixtures, Tenant-Made Alterations and property not so
                  removed by
                  Tenant as permitted or required herein shall be deemed abandoned
                  and may
                  be stored, removed, and disposed of by Landlord at Tenant’s expense, and
                  Tenant waives all claims against Landlord for any damages resulting
                  from
                  Landlord’s retention and disposition of such property. All obligations of
                  Tenant hereunder not fully performed as of the termination of the
                  Lease
                  Term shall survive the termination of the Lease Term, including
                  without
                  limitation, indemnity obligations, payment obligations with respect
                  to
                  Operating Expenses and obligations concerning the condition and
                  repair of
                  the Premises.

              


      

      


      22.Holding
        Over.
        If
        Tenant retains possession of the Premises after the termination of the Lease
        Term, unless otherwise agreed in writing, such possession shall be subject
        to
        immediate termination by Landlord at any time, and all of the other terms
        and
        provisions of this Lease (excluding any expansion or renewal option or other
        similar right or option) shall be applicable during such holdover period,
        except
        that Tenant shall pay Landlord from time to time, upon demand, as Base Rent
        for
        the holdover period, an amount equal to double the Base Rent in effect on
        the
        termination date, computed on a monthly basis for each month or part thereof
        during such holding over. All other payments shall continue under the terms
        of
        this Lease. In addition, Tenant shall be liable for all damages incurred
        by
        Landlord as a result of such holding over. No holding over by Tenant, whether
        with or without consent of Landlord, shall operate to extend this Lease except
        as otherwise expressly provided, and this Paragraph 22 shall not be construed
        as
        consent for Tenant to retain possession of the Premises.

      


      23.Events
        of Default.
        Each of
        the following events shall be an event of default (“Event of Default”) by Tenant
        under this Lease:

      


      
        	 	
                (i)

              	
                Tenant
                  shall fail to pay any installment of Base Rent or any other payment
                  required herein when due, and such failure shall continue for a
                  period of
                  five (5) days from the date such payment was
                  due.

              


      

      
        	 	
                (ii)

              	
                Tenant
                  or any guarantor or surety of Tenant’s obligations hereunder shall (A)
                  make a general assignment for the benefit of creditors; (B) commence
                  any
                  case, proceeding or other action seeking to have an order for relief
                  entered on its behalf as a debtor or to adjudicate it a bankrupt
                  or
                  insolvent, or seeking reorganization, arrangement, adjustment,
                  liquidation, dissolution or composition of it or its debts or seeking
                  appointment of a receiver, trustee, custodian or other similar
                  official
                  for it or for all or of any substantial part of its property (collectively
                  a “proceeding for relief”); (C) become the subject of any proceeding for
                  relief which is not dismissed within sixty (60) days of its filing
                  or
                  entry; or (D) die or suffer a legal disability (if Tenant, guarantor,
                  or
                  surety is an individual) or be dissolved or otherwise fail to maintain
                  its
                  legal existence (if Tenant, guarantor or surety is a corporation,
                  partnership or other entity).

              


      

      


      
        	 	
                (iii)

              	
                Any
                  insurance required to be maintained by Tenant pursuant to this
                  Lease shall
                  be canceled or terminated or shall expire or shall be reduced or
                  materially changed, except, in each case, as permitted in this
                  Lease.
                  

              


      

      


      
        	 	
                (iv)

              	
                Tenant
                  shall holdover in the Premises after the expiration of the Lease
                  without

              


      

      having
        entered into a new Lease.

      


      
        	 	
                (v)

              	
                Tenant
                  shall attempt or there shall occur any assignment, subleasing or
                  other
                  transfer of Tenant’s interest in or with respect to this Lease except as
                  otherwise permitted in this Lease.

              


      

      


      
        	 	
                (vi)

              	
                Tenant
                  shall fail to discharge any lien placed upon the Premises in violation
                  of
                  this Lease within sixty (60) days after any such lien or encumbrance
                  is
                  filed against the Premises.

              


      

      	(vii)  	
              Tenant
                shall fail to comply with any provision of this Lease other than
                those
                specifically referred to in this Paragraph 23, and except as otherwise
                expressly provided herein, such default shall continue for more than
                thirty (30) days after Landlord shall have given Tenant written notice
                of
                such default.

            


      


      
        	 	
                (viii)

              	
                Tenant
                  shall disturb other Tenants in the Project by making loud noise
                  or
                  allowing Tenant’s guest to violate the common area of the Project by
                  defecating or urinating.

              


      

      


      
        	 	
                (viiii)

              	
                Tenant
                  shall fail to control the noise generated from the space to such
                  an extent
                  that it interrupts the rights of adjoining tenants to the peaceful
                  possession of their premises.

              


      

       

      
        	 	
                24.

              	
                Landlord’s
                  Remedies.
                  Upon each occurrence of an Event of Default and so long as such
                  Event of
                  Default shall be continuing, Landlord may at any time thereafter
                  at its
                  election: terminate this Lease or Tenant’s right of possession, (but
                  Tenant shall remain liable as hereinafter provided) and/or pursue
                  any
                  other remedies at law or in equity. Upon the termination of this
                  Lease or
                  termination of Tenant’s right of possession, it shall be lawful for
                  Landlord, without formal demand or notice of any kind, to re-enter
                  the
                  Premises by summary dispossession proceedings or any other action
                  or
                  proceeding authorized by law and to remove Tenant and all persons
                  and
                  property therefrom. If Landlord re-enters the Premises, Landlord
                  shall
                  have the right to keep in place and use, or sell all of Tenant’s
                  furniture, fixtures and equipment at the Premises, subject to any
                  existing
                  superior or properly filed UCC statement
                  lien.

              


      

      


      If
        Landlord terminates this Lease, Landlord may recover from Tenant the sum
        of: all
        Base Rent and all other amounts accrued hereunder to the date of such
        termination; the cost of reletting the whole or any part of the Premises,
        including without limitation brokerage fees and/or leasing commissions incurred
        by Landlord, and costs of removing and storing Tenant’s or any other occupant’s
        property, repairing, , or otherwise putting the Premises into the same condition
        as originally received following completion of the tenant improvements ,
        and all
        reasonable expenses incurred by Landlord in pursuing its remedies, including
        reasonable attorneys’ fees and court costs; and the excess of the then present
        value of the Base Rent and other amounts payable by Tenant under this Lease
        as
        would otherwise have been required to be paid by Tenant to Landlord during
        the
        period following the termination of this Lease measured from the date of
        such
        termination to the expiration date stated in this Lease, over the present
        value
        of any net amounts which Tenant establishes Landlord can reasonably expect
        to
        recover by reletting the Premises for such period, taking into consideration
        the
        availability of acceptable tenants and other market conditions affecting
        leasing. Such present values shall be calculated at a discount rate equal
        to the
        90-day U.S. Treasury bill rate at the date of such termination.

      


      If
        Landlord terminates Tenant’s right of possession (but not this Lease), Landlord
        may, but shall be under no obligation to, relet the Premises for the account
        of
        Tenant for such rent and upon such terms as shall be satisfactory to Landlord
        without thereby releasing Tenant from any liability hereunder and without
        demand
        or notice of any kind to Tenant. For the purpose of such reletting Landlord
        is
        authorized to make any repairs, in or to the Premises as Landlord deems
        reasonably necessary If the Premises are not relet, then Tenant shall pay
        to
        Landlord as damages a sum equal to the amount of the rental reserved in this
        Lease for such period or periods, plus the cost of recovering possession
        of the
        Premises (including attorneys’ fees and costs of suit), the unpaid Base Rent and
        other amounts accrued hereunder at the time of repossession, and the costs
        incurred in any attempt by Landlord to relet the Premises. If the Premises
        are
        relet and a sufficient sum shall not be realized from such reletting [after
        first deducting therefrom, for retention by Landlord, the unpaid Base Rent
        and
        other amounts accrued hereunder at the time of reletting, the cost of recovering
        possession (including attorneys’ fees and costs of suit), all of the costs and
        expense of repairs, the expense of such reletting (including without limitation
        brokerage fees and leasing commissions) and the cost of collection of the
        rent
        accruing therefrom] to satisfy the rent provided for in this Lease to be
        paid,
        then Tenant shall immediately satisfy and pay any such deficiency. Any such
        payments due Landlord shall be made upon demand therefor from time to time
        and
        Tenant agrees that Landlord may file suit to recover any sums falling due
        from
        time to time. Notwithstanding any such reletting without termination, Landlord
        may at any time thereafter elect in writing to terminate this Lease for such
        previous breach.

      


      Exercise
        by Landlord of any one or more remedies hereunder granted or otherwise available
        shall not be deemed to be an acceptance of surrender of the Premises and/or
        a
        termination of this Lease by Landlord, whether by agreement or by operation
        of
        law, it being understood that such surrender and/or termination can be effected
        only by the written agreement of Landlord and Tenant. Any law, usage, or
        custom
        to the contrary notwithstanding, Landlord shall have the right at all times
        to
        enforce the provisions of this Lease in strict accordance with the terms
        hereof;
        and the failure of Landlord at any time to enforce its rights under this
        Lease
        strictly in accordance with same shall not be construed as having created
        a
        custom in any way or manner contrary to the specific terms, provisions, and
        covenants of this Lease or as having modified the same. Tenant and Landlord
        further agree that forbearance or waiver by Landlord to enforce its rights
        pursuant to this Lease or at law or in equity, shall not be a waiver of
        Landlord’s right to enforce one or more of its rights in connection with any
        subsequent default. A receipt by Landlord of rent or other payment with
        knowledge of the breach of any covenant hereof shall not be deemed a waiver
        of
        such breach, and no waiver by Landlord of any provision of this lease shall
        be
        deemed to have been made unless expressed in writing and signed by Landlord.
        To
        the greatest extent permitted by law, Tenant requires the service of notice
        of
        Landlord’s intention to re-enter as provided for in any statute, or to institute
        legal proceedings to that end, and also waives all right of redemption in
        case
        Tenant shall be dispossessed by a judgment or by warrant of any court or
        judge.
        The terms “enter,” “re-enter,” “entry” or “re-entry,” as used in this Lease, are
        not restricted to their technical legal meanings. Any reletting of the Premises
        shall be on such terms and conditions as Landlord in its sole discretion
        may
        determine including without limitation a term different than the remaining
        Lease
        Term, rental concessions, repair of the Premises, lease of less than the
        entire
        Premises to any tenant and leasing any or all other portions of the Project
        before reletting the Premises). Landlord shall not be liable, nor shall Tenant’s
        obligations hereunder be diminished because of Landlord’s failure to relet the
        Premises or collect rent due in respect of such reletting. 

      


      25. Tenant’s
        Remedies/Limitation of Liability. Landlord
        shall not be in default hereunder unless Landlord fails to perform any of
        its
        obligations hereunder within thirty (30) days after written notice from Tenant
        specifying such failure (unless such performance will, due to the nature
        of the
        obligation, require a period of time in excess of thirty (30) days, then
        after
        such period of time as is reasonably necessary). All obligations of Landlord
        hereunder shall be construed as covenants, not conditions, and, except as
        may be
        otherwise expressly provided in this Lease, Tenant may not terminate this
        Lease
        for breach of Landlord’s obligations hereunder. All obligations of Landlord
        under this Lease will be binding upon Landlord only during the period of
        its
        ownership of the Premises and not thereafter. The term “Landlord” in this Lease
        shall mean only the owner, for the time being of the Premises, and in the
        event
        of the transfer by such owner of its interest in the Premises, such owner
        shall
        thereupon be released and discharged from all obligations of Landlord thereafter
        accruing, but such obligations shall be binding during the Lease Term upon
        each
        new owner for the duration of such owner’s ownership. Any liability of Landlord
        under this Lease shall be limited solely to its interest in the Project,
        and in
        no event shall any personal liability be asserted against Landlord in connection
        with this Lease nor shall any recourse be had to any other property or assets
        of
        Landlord.

      26.
         Waiver
        of Jury Trial.
        TENANT
        AND LANDLORD WAIVE ANY RIGHT TO TRIAL BY JURY OR TO HAVE A JURY PARTICIPATE
        IN
        RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE,
        BETWEEN
        LANDLORD AND TENANT ARISING OUT OF THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT,
        OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS
        RELATED HERETO

      


      27. Subordination.
        This
        lease and Tenant’s interest and rights hereunder are and shall be subject and
        subordinate at all times to the lien of any first mortgage, now existing
        or
        hereafter created on or against the Project or the Premises, and all amendments,
        restatements, renewals, modifications, consolidations, refinancing, assignments
        and extensions thereof, without the necessity of any further instrument or
        act
        on the part of Tenant. Tenant agrees, at the election of the holder of any
        such
        mortgage, to attorn to any such holder. Tenant agrees upon demand to execute,
        acknowledge and deliver such instruments, confirming such subordination and
        such
        instruments of attornment as shall be requested by any such holder. Tenant
        hereby appoints Landlord attorney in fact for Tenant irrevocably (such power
        of
        attorney being coupled with an interest) to execute, acknowledge and deliver
        any
        such instrument and instruments for and in the name of the Tenant and to
        cause
        any such instrument to be recorded. Notwithstanding the foregoing, any such
        holder may at any time subordinate its mortgage to this Lease, without Tenant’s
        consent, by notice in writing to Tenant, and thereupon this Lease shall be
        deemed prior to such mortgage without regard to their respective dates of
        execution, delivery or recording and in that event such holder shall have
        the
        same rights with respect to this Lease as though this Lease had been executed
        prior to the execution, delivery and recording of such mortgage and had been
        assigned to such holder. The term “mortgage” whenever used in this Lease shall
        be deemed to include deeds of trust, security assignments and any other
        encumbrances, and any reference to the “holder” of a mortgage shall be deemed to
        include the beneficiary under a deed of trust.

      


      28. Mechanic’s
        Liens. Tenant
        has no express or implied authority to create or place any lien or encumbrance
        of any kind upon, or in any manner to bind the interest of Landlord or Tenant
        in, the Premises or to charge the rentals payable hereunder for any claim
        in
        favor of any person dealing with Tenant, including those who may furnish
        materials or perform labor for any construction or repairs. Tenant covenants
        and
        agrees that it will pay or cause to be paid all sums legally due and payable
        by
        it on account of any labor performed or materials furnished in connection
        with
        any work performed on the Premises and that it will save and hold Landlord
        harmless from all loss, cost or expense based on or arising out of asserted
        claims or liens against the leasehold estate or against the interest of Landlord
        in the Premises or under this Lease. Tenant shall give Landlord immediate
        written notice of the placing of any lien or encumbrance against the Premises
        and cause such lien or encumbrance to be discharged within sixty (60) days
        of
        the filing or recording thereof; provided, however, Tenant may contest such
        liens or encumbrances as long as such contest prevents foreclosure of the
        lien
        or encumbrance and Tenant causes such lien or encumbrance to be bonded or
        insured over in a manner satisfactory to Landlord within such sixty (60)
        day
        period.

      


      29. Estoppel
        Certificate. Tenant
        agrees, from time to time, within ten (10) days after request of Landlord,
        to
        execute and deliver to Landlord, or Landlord’s designee, any estoppel
        certificate requested by Landlord, stating that this Lease is in full force
        and
        effect, the date to which rent has been paid, that Landlord is not in default
        hereunder (or specifying in detail the nature of Landlord’s default), the
        termination date of this Lease and such other matters pertaining to this
        Lease
        as may be requested by Landlord. Tenant’s obligation to furnish each estoppel
        certificate in a timely fashion is a material inducement for Landlord’s
        execution of this Lease. No cure or grace period provided in this Lease shall
        apply to Tenant’s obligations to timely deliver an estoppel certificate. Tenant
        hereby irrevocably appoints Landlord as its attorney in fact to execute on
        its
        behalf and in its name any such estoppel certificate if Tenant fails to execute
        and deliver the estoppel certificate within ten (10) days after Landlord’s
        written request thereof.

      


      
        	 	
                30.

              	
                Environmental
                  Requirements.
                  Except for Hazardous Material contained in products used by Tenant
                  in it’s
                  normal course of business or materials used in de minimis quantities
                  for
                  ordinary cleaning and office purposes, Tenant shall not permit
                  or cause
                  any party to bring any Hazardous Material upon the Premises or
                  transport,
                  store, use, generate, manufacture or release any Hazardous Material
                  in or
                  about the Premises without Landlord’s prior written consent. Tenant, at
                  its sole cost and expense, shall operate its business in the Premises
                  in
                  strict compliance with all Environmental Requirements and shall
                  remediate
                  in a manner satisfactory to Landlord any Hazardous Materials released
                  on
                  or from the Project by Tenant, its agents, employees, contractors,
                  subtenants or invitees. Tenant shall complete and certify to disclosure
                  statements as requested by Landlord from time to time relating
                  to Tenant’s
                  transportation, storage, use, generation, manufacture or release
                  of
                  Hazardous Materials on the Premises. The term “Environmental Requirements”
                  means all applicable present and future statutes, regulations,
                  ordinances,
                  rules, codes, judgments, orders or other similar enactments of
                  any
                  governmental authority or agency regulating or relating to health,
                  safety,
                  or environmental conditions on, under, or about the Premises or
                  the
                  environment, including without limitation, the following: the
                  Comprehensive Environmental Response, Compensation and Liability
                  Act; the
                  Resource Conservation and Recovery Act; and all state and local
                  counterparts thereto, and any regulations or policies promulgated
                  or
                  issued thereunder. The term ‘Hazardous Materials” means and includes any
                  substance, material, waste, pollutant, or containment listed or
                  defined as
                  hazardous or toxic, under any Environmental Requirements, asbestos
                  and
                  petroleum, including crude oil or any fraction thereof; natural
                  gas
                  liquids, liquefied natural gas, or synthetic gas usable for fuel
                  (or
                  mixtures of natural gas and such synthetic gas). As defined in
                  Environmental requirements, Tenant is and shall be deemed to be
                  the
                  “operator” of Tenant’s “facility” and the “owner” of all Hazardous
                  Materials brought on the Premises by Tenant, its agents, employees,
                  contractors or invitees, and the wastes, by-products, or residues
                  generated, resulting, or produced
                  therefrom.

              


      

      


      Tenant
        shall indemnify, defend, and hold Landlord harmless from and against any
        and all
        losses (including, without limitation, diminution in value of the Premises
        or
        the Project and loss of rental income from the Project), claims, demands,
        actions, suits, damages (including, without limitation, punitive damages),
        expenses (including, without limitation, remediation, removal, repair,
        corrective action, or cleanup expenses), and costs (including, without
        limitation, actual attorneys’ fees, consultant fees or expert fees and
        including, without limitation, removal or management of any asbestos brought
        into the property or disturbed in breach of the requirements of this Paragraph
        30, regardless of whether such removal or management is required by law)
        which
        are brought or recoverable against, or suffered or incurred by Landlord as
        a
        result of any release of Hazardous Materials for which Tenant is obligated
        to
        remediate as provided above or any other breach of the requirements under
        this
        Paragraph 30 by Tenant, its agents, employees, contractors, subtenants,
        assignees or invitees, regardless of whether Tenant had knowledge of such
        noncompliance. The obligations of Tenant under this Paragraph 30 shall survive
        any

      termination
        of this Lease.

      


      Landlord,
        during normal business hours shall have access to, and a right to perform
        inspections and tests of; the Premises to determine Tenant’s compliance with
        Environmental Requirements, its obligations under this Paragraph 30, or the
        environmental condition of the Premises. Access shall be granted to Landlord
        upon Landlord’s prior notice to Tenant and at such times so as to minimize, so
        far as may be reasonable under the circumstances, any disturbance to Tenant’s
        operations. Such inspections and tests shall be conducted at Landlord’s expense,
        unless such inspections or tests reveal that Tenant has not complied with
        any
        Environmental Requirement, in which case Tenant shall reimburse Landlord
        for the
        reasonable cost of such inspection and tests. Landlord’s receipt of or
        satisfaction with any environmental assessment in no way waives any rights
        that
        Landlord holds against Tenant.

      


      
        	 	
                31.

              	
                Rules
                  and Regulations. Tenant shall, at all times during the Lease Term
                  and any
                  extension thereof; comply with all reasonable rules and regulations
                  at any
                  time or from time to time established by Landlord covering use
                  of the
                  Premises and the Project. The current rules and regulations are
                  attached
                  hereto. in the event of any conflict between said rules and regulations
                  and other provisions of this Lease, the other terms and provisions
                  of this
                  Lease shall control. Landlord shall not have any liability or obligation
                  for the breach of any rules or regulations by other tenants in
                  the
                  Project, except to enforce the provisions of the other Tenants
                  lease.

              


      

      


      
        	 	
                32.

              	
                Security
                  Service.
                  Tenant acknowledges and agrees that, while Landlord may patrol
                  the
                  Project, Landlord is not providing any security services with respect
                  to
                  the Premises and that Landlord shall not be liable to Tenant for,
                  and
                  Tenant waives any claim against Landlord with respect to, any loss
                  by
                  theft or any other damage suffered or incurred by Tenant in connection
                  with any unauthorized entry into the Premises or any other breach
                  of
                  security with respect to the Premises. Tenant may, at its sole
                  cost and
                  expense, install a security alarm system in the
                  Premises.

              


      

      


      
        	 	
                33.

              	
                Force
                  Majeure.
                  Landlord shall not be held responsible for delays in the performance
                  of
                  Its obligations hereunder when caused by strikes, lockouts, labor
                  disputes, acts of God, inability to obtain labor or materials or
                  reasonable substitutes therefor, governmental restrictions, governmental
                  regulations, governmental controls, delay in issuance of permits,
                  enemy or
                  hostile governmental action, civil commotion, fire or other casualty,
                  and
                  other causes beyond the reasonable control of Landlord (“Force
                  Majeure”).

              


      

      


      
        	 	
                34.

              	
                Entire
                  Agreement.
                  This Lease constitutes the complete agreement of Landlord and Tenant
                  with
                  respect to the subject matter hereof. No representations, inducements,
                  promises or agreements, oral or written, have been made by Landlord
                  or
                  Tenant, or anyone acting on behalf of Landlord or Tenant, which
                  are not
                  contained herein, and any prior agreements, promises, negotiations,
                  or
                  representations are superseded by this Lease. This Lease may not
                  be
                  amended except by an instrument in writing signed by both parties
                  hereto.

              


      

      


      
        	 	
                35.

              	
                Severability.
                  If
                  any clause or provision of this Lease is illegal, invalid or unenforceable
                  under present or future laws, then and in that event, it is the
                  intention
                  of the parties hereto that the remainder of this Lease shall not
                  be
                  affected thereby. It is also the intention of the parties to this
                  Lease
                  that in lieu of each clause or provision of this Lease that is
                  illegal,
                  invalid or unenforceable, there be added, as a part of this Lease,
                  a
                  clause or provision as similar in terms to such illegal, invalid
                  or
                  unenforceable clause or provision as may be possible and be legal,
                  valid
                  and enforceable. 

              


      

      


      
        	 	
                36.

              	
                Brokers.
                  Tenant represents and warrants that it has dealt with no broker,
                  agent or
                  other person in connection with this transaction and that no broker,
                  agent
                  or other person brought about this transaction, other than the
                  broker, if
                  any, set forth on the first page of this Lease, and Tenant agrees
                  to
                  indemnify and hold Landlord harmless from and against any claims
                  by any
                  other broker, agent or other person claiming a commission or other
                  form of
                  compensation by virtue of having dealt with Tenant with regard
                  to this
                  leasing transaction.

              


      

      


      
        	 	
                37.

              	
                Miscellaneous.
                  (a) Any payments or charges due from Tenant to Landlord hereunder
                  shall be
                  considered “rent” for all purposes of this
                  Lease.

              


      

      
        	 	
                (b)

              	
                If
                  and when included within the term “Tenant,” as used in this instrument,
                  there is more than one person, firm or corporation, each shall
                  be jointly
                  and severally liable for the obligations of
                  Tenant.

              


      

      


      
        	 	
                (c)

              	
                All
                  notices required or permitted to be given under this Lease shall
                  be in
                  writing and shall be sent by registered or certified mail, return
                  receipt
                  requested, or by a reputable national overnight courier service,
                  postage
                  prepaid, or by hand delivery addressed to the parties at the addresses
                  below. Either party may by notice given aforesaid change its address
                  for
                  all subsequent notices. Except where otherwise expressly provided
                  to the
                  contrary, notice shall be deemed given upon
                  delivery.

              


      

      
        	
                Tenant:  ULURU,
                  Inc. 

              	
                Landlord: Addison
                  Park Place. do

              
	
                   4452
                  Beltway Drive 

              	
                Harkinson
                  Investment Co.

              
	
                Addison,
                  TX 75001 

              	
                4455
                  LBJ Freeway, Suite 812

              
	 	
                Tel
                  (972) 934-8414

              


      

      


      
        	 	
                (d)

              	
                Except
                  as otherwise expressly provided in this Lease or as otherwise required
                  by
                  law, Landlord retains the right to withhold any consent or approval
                  which
                  shall not be unreasonably
                  withheld..

              


      

      


      
        	 	
                (e)

              	
                At
                  Landlord’s request from time to time Tenant shall furnish Landlord with
                  true and complete copies of its most recent annual and quarterly
                  financial
                  statements prepared by Tenant r Tenant’s accountants and any other
                  financial information or summaries that Tenant typically provides
                  to its
                  lenders or shareholders.

              


      

      


      
        	 	
                (f)

              	
                Neither
                  this Lease nor a memorandum of lease shall be filed by or on behalf
                  of
                  Tenant in any public record unless required by law. Landlord may
                  prepare
                  and file and upon request by Landlord, Tenant will execute a memorandum
                  of
                  lease. 

              


      

      


      
        	 	
                (g)

              	
                The
                  normal rule of construction to the effect that any ambiguities
                  are to be
                  resolved against the drafting party shall not be employed in the
                  interpretation of this Lease or any exhibits or amendments
                  hereto.

              


      

      


      
        	 	
                (h)

              	
                The
                  submission by Landlord to Tenant of this Lease shall have no binding
                  force
                  or

              


      

      effect,
        shall not constitute an option for the leasing of the Premises, nor confer
        any
        right or impose any obligations upon either party until execution of this
        Lease
        by both parties.

      


      
        	 	
                (i)

              	
                Words
                  of any gender used in this Lease shall be held and construed to
                  include
                  any other gender, and words in the singular number shall be held
                  to
                  include the plural, unless the context otherwise requires. The
                  captions
                  inserted in this Lease are for convenience only and in no way define,
                  limit or otherwise describe the scope or intent of this Lease,
                  or any
                  provision hereof, or in any way affect the interpretation of this
                  Lease.

              


      

      


      
        	 	
                (j)

              	
                Any
                  amount not paid by Tenant within ten (10) days after its due date
                  in
                  accordance with the terms of this Lease shall bear interest from
                  such due
                  date until paid in full at the lesser of the highest rate permitted
                  by
                  applicable law or fifteen percent (15%) per year. It is expressly
                  the
                  intent of Landlord and Tenant at all times to comply with applicable
                  law
                  governing the maximum rate or amount of any interest payable on
                  or in
                  connection with this Lease. If applicable law is ever judicially
                  interpreted so as to render usurious any interest called for under
                  this
                  Lease, or contracted for, charged, taken, reserved, or received
                  with
                  respect to this lease, then it is Landlord’s and Tenant’s express intent
                  that all excess amounts theretofore collected by Landlord be credited
                  on
                  the applicable obligation (or, if the obligation has been or would
                  thereby
                  be paid in full, refunded to Tenant), and the provisions of this
                  Lease
                  immediately shall be deemed reformed and the amounts thereafter
                  collectible hereunder reduced, without the necessity of the execution
                  of
                  any new document, so as to comply with the applicable law, but
                  so as to
                  permit the recovery of the fullest amount otherwise called for
                  hereunder.

              


      

      


      
        	 	
                (k)

              	
                Construction
                  and interpretation of this Lease shall be governed by the laws
                  of the
                  State Texas, excluding any principles of conflicts of
                  laws.

              


      

      


      
        	 	
                (l)

              	
                Time
                  is of the essence as to the performance of Tenant’s obligations under this
                  Lease.

              


      

      


      
        	 	
                (m)

              	
                All
                  exhibits and addenda attached hereto are hereby incorporated into
                  this
                  Lease and made a part hereof. In the event of any conflict between
                  such
                  exhibits or addenda and the terms of his Lease, such exhibits or
                  addenda
                  shall control.

              


      

      


      
        	 	
                38.

              	
                Landlord’s
                  Lien/Security Interest. Tenant hereby grants Landlord a security
                  interest,
                  and this Lease constitutes a security agreement, within the meaning
                  of the
                  pursuant to the Uniform Commercial Code of the state in which the
                  Premises
                  are situated as to all of Tenant’s property situated in or upon, or used
                  in connection with the Premises are situated as to all of Tenant’s
                  property situated in, or upon, or used in connection with the Premises
                  (except merchandise sold in the ordinary course of business) as
                  security
                  for all of Tenant’s obligations hereunder, including, without limitations
                  the obligation to pay rent. Such personalty thus encumbered includes
                  specifically all trade and other fixtures for the purpose of this
                  Paragraph and inventory, equipment, contract rights, accounts receivable
                  and the proceeds thereof In order to perfect such security interest,
                  Tenant shall execute such financing statements and file the same
                  at
                  Tenant’s expense at the state and county Uniform Commercial Code filing
                  offices as often as Landlord in its discretion shall require; and
                  Tenant
                  hereby irrevocably appoints, Landlord its agent for the purpose
                  of
                  executing and filing such statements on Tenant’s behalf as Landlord shall
                  deem necessary.

              


      

      


      	39.  	
              Limitation
                of Liability of Trustees, Shareholders, and Officers of Addison Park,
                LTD.
                And Harkinson Investment Corporation. Any obligation or liability
                whatsoever of Landlord and Harkinson Investment Corporation, a Texas
                corporation, as its sole general partner, which may arise at any
                time
                under this Lease or any obligation or liability which may be incurred
                by
                it pursuant to any other instrument, transaction, or undertaking
                contemplated hereby shall not be personally binding upon, nor shall
                resort
                for the enforcement thereof be had to the property of, its trustees,
                directors, shareholders, officers, employees or agents, regardless
                of
                whether such obligation or liability is in the nature of contract,
                tort,
                or otherwise.

            


      


      	40.  	
              Tenant
                Improvements. Tenant accepts the premises in their “as is” condition other
                than Landlord shall modify the space per the attached exhibit. The
                construction cost is estimated at $188,755.00, which is attached
                hereto
                and made a part of this lease. Tenant shall contribute $50,000.00
                to the
                construction cost and Landlord shall contribute the balance. If Tenant
                changes the scope of the work, then Tenant shall be responsible for
                the
                additional costs. Landlord shall janitorially clean the space and
                replace
                any damaged or missing ceiling tiles. Landlord shall service the
                HVAC
                equipment and put in good 

            


      


      IN
        WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day
        and
        year


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                TENANT:

              	
                LANDLORD:

              
	
                 

              	 
	
                ULURU
                  Inc. 

              	
                Addison
                  Park, Ltd. /

              
	
                 

              	 
	 	
                The
                  Gibby Family Living Trust

              
	
                 

              	 
	 	 
	 	 
	
                By: /s/
                  Kerry P. Gray

              	
                By: /s/
                  William J. Harkinson

              
	
                 

              	 
	 	 
	
                Title: President
                  and CEO 

              	
                Title:
                   President
                  / Harkinson Investment

              
	
                  

              	
                Corporation
                  / General Partner 

              
	
                 

              	 
	
                Address:
                  4452 Beltway Drive

              	
                Address:
                  4455 LBJ, Suite 812

              
	
                Addison,
                  TX 75001

              	
                Dallas,
                  TX 75244

              


      

      


      


      Rules
        and Regulations

      


      	1.  	
              The
                sidewalk, entries, and driveways of the Project shall not be obstructed
                by
                Tenant, or its agents, or used by them for any purpose other than
                ingress
                and egress to and from the Premises.

            


      


      	2.  	
              Tenant
                shall not place any objects, including antennas, outdoor furniture,
                etc.,
                in the parking areas, landscaped areas or other areas outside of
                its
                Premises, or on the roof of the Project. Landlord agrees to allow
                Tenant
                to place a satellite dish on the roof of the Premises provided such
                dish
                is not visible from the public street and provided Tenant, at Tenant’s
                expense uses Landlord’s approved roofing contractor for such installation
                so as to not void Landlord’s existing roof
                warranty.

            


      


      	3.  	
              Except
                for seeing-eye dogs, no animals shall he allowed in the offices,
                halls, or
                corridors in the Project.

            


      


      	4.  	
              Tenant
                shall not disturb the occupants of the Project or adjoining buildings
                by
                the use of any radio or musical instrument or by the making of loud
                or
                improper noises.

            


      


      	5.  	
              If
                Tenant desires telegraphic, telephonic or other electric connections
                in
                the Premises, Landlord or its agent will direct the electrician as
                to
                where and how the wires may be introduced: and, without such direction,
                no
                boring or cutting of wires will be permitted. Any such installation
                or
                connection shall be made at Tenant’s
                expense.

            


      


      	6.  	
              Tenant
                shall not install or operate any steam or gas engine or boiler, or
                other
                mechanical apparatus in the Premises, except as specifically approved
                in
                the Lease. The use of oil, gas or inflammable liquids for heating,
                lighting or any other purpose is expressly prohibited. Explosives
                or other
                articles deemed extra hazardous shall not be brought into the Project.
                Landlord grants Tenant the right to place a gas powered generator
                behind
                the Premises, which shall be installed at Tenant’s expense at a location
                acceptable to Landlord and shall be screened from view with a wood
                privacy
                fence.

            


      


      	7.  	
              Parking
                any type of recreational vehicles is specifically prohibited on or
                about
                the Project. Except for the overnight parking of operative vehicles,
                no
                vehicle of any type shall be stored in the parking areas at any time.
                In
                the event that a vehicle is disabled, it shall be removed within
                48 hours.
                There shall be no “For Sale” or other advertising signs on or about any
                parked vehicle. All vehicles shall be parked in the designated parking
                areas in conformity with all signs and other markings. All parking
                will be
                open parking, and no reserved parking, numbering or lettering of
                individual spaces will be permitted except as specified by
                Landlord.

            


      


      	8.  	
              Tenant
                shall maintain the Premises free from rodents, insects and other
                pests.

            


      


      	9.  	
              Landlord
                reserves the right to exclude or expel from the Project any person
                who, in
                the judgment of Landlord, is intoxicated or under the influence of
                liquor
                or drugs or who shall in any manner do any act in violation of the
                Rules
                and Regulations of the Project.

            


      


      	10.  	
              Tenant
                shall not cause any unnecessary labor by reason of Tenant’s carelessness
                or indifference in the preservation of good order and cleanliness.
                Landlord shall not be responsible to Tenant for any loss of property
                on
                the Premises, however occurring, or for any damage done to the effects
                of
                Tenant by the janitors or any other employee or person. except due
                to the
                gross negligence of Landlord.

            


      


      	11.  	
              Tenant
                shall give Landlord prompt notice of any defects in the water, lawn
                sprinkler, sewage, gas pipes, electrical lights and fixtures, hearing
                apparatus, or any other service equipment affecting the
                Premises.

            


      


      	12.  	
              Tenant
                shall not permit storage outside the Premises, including without
                limitation, outside storage of trucks and other vehicles, or dumping
                of
                waste or refuse or permit any harmful materials to be placed in any
                drainage system or sanitary system in or about the
                Premises.

            


      


      	13.  	
              All
                moveable trash receptacles provided by the trash disposal firm for
                the
                Premises must be kept in the trash enclosure areas, if any, provided
                for
                that purpose.

            


      


      	14.  	
              No
                auction, public or private, will be permitted on the Premises or
                the
                Project.

            


      


      	15.  	
              No
                awnings shall be placed over the windows in the Premises except with
                the
                prior written consent of Landlord.

            


      


      	16.  	
              The
                Premises shall not be used for lodging, sleeping or cooking or for
                any
                immoral or illegal purposes or for any purpose other than that specified
                in the Lease. No gaming devices shall be operated in the
                Premises.

            


      


      	17.  	
              Tenant
                shall ascertain from Landlord the maximum amount of electrical current
                which can safely be used in the Premises, taking into account the
                capacity
                of the electrical wiring in the Project and the Premises and the
                needs of
                other tenants, and shall not use more than such safe capacity. Landlord’s
                consent to the installation of electric equipment shall not relieve
                Tenant
                from the obligation not to use more electricity than such safe
                capacity.

            


      


      	18.  	
              Tenant
                assumes full responsibility for protecting the Premises from theft,
                robbery and pilferage.

            


      


      	19.  	
              Tenant
                shall not install or operate on the Premises any machinery or mechanical
                devices of a nature not directly related to Tenant’s ordinary use of the
                Premises and shall keep all such machinery free of vibration, noise
                and
                air waves which may be transmitted beyond the
                Premises.

            



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      15-Dec-05

      


      
        	
                OAKMONT
                  CONSTRUCTION, INC.

                4460
                  BELTWAY

                 

                ATTN:
                  MR. MARK THARP

              
	
                SCOPE
                  OF WORK PER DRAWING

              	 	 	 	 
	 	 	 	 	 
	
                DEMOLITION

              	 	 	 	 
	
                WALLS

              	
                LF

              	
                269

              	
                $
                  9.00

              	
                $
                  2,421.00

              
	
                REPAIR
                  WALLS WHERE DEMO WALL INTERSECTED, TAPE, BED

              	
                EACH

              	
                8

              	
                $
                  55.00

              	
                $
                  440.00

              
	
                DUMPSTER
                  EXPENSE

              	
                EACH

              	
                5

              	
                $
                  300.00

              	
                $
                  1,500.00

              
	 	 	 	 	 
	
                NEW
                  WALL CONSTRUCTION

              	 	 	 	 
	
                NEW
                  INTERIOR PARTITIONS X 9’HT

              	
                LF

              	
                405

              	
                $23.00

              	
                $9,315.00

              
	
                NEW
                  DECK WALLS

              	
                LF

              	
                48

              	
                $
                  58.00

              	
                $
                  2,784.00

              
	
                NEW
                  LOW WALLS

              	
                LF

              	
                115

              	
                $
                  27.00

              	
                $
                  3,105.00

              
	
                PATCH
                  HOLES IN PARTITIONS

              	 	 	 	
                $
                  242.00

              
	
                MULLION
                  WALL CAPS

              	
                EACH

              	
                6

              	
                $
                  75.00

              	
                $
                  450.00

              
	
                CUT
                  OPENINGS

              	
                LF

              	
                1

              	
                $
                  75.00

              	
                $
                  75.00

              
	
                 

              	 	 	 	 
	
                WALL
                  FINISHES

              	 	 	 	 
	
                TAPE,
                  BED AND SAND NEW WALLS

              	
                SF

              	
                9,270

              	
                $
                  0.39

              	
                $
                  3,615.30

              
	
                 

              	 	 	 	 
	
                FRAMES
                  AND DOORS

              	 	 	 	 
	
                NEW
                  7’ SOLID CORE PREFINISHED BIRCH DOORS

              	
                EACH

              	
                10

              	
                $
                  400.00

              	
                $
                  4,000.00

              
	
                REMOVE
                  AND RELOCATE EXISTING DOORS

              	
                EACH

              	
                7

              	
                $
                  145.00

              	
                $
                  1,015.00

              
	
                NEW
                  ADA DOOR LEVERS

              	
                ECAH

              	
                7

              	
                $
                  45.00

              	
                $
                  315.00

              
	
                PAINTING
                  DOORS AND FRAMES

              	
                EACH

              	
                7

              	
                $
                  85.00

              	
                $
                  595.00

              
	
                CEILINGS

              	 	 	 	 
	
                ACOUSTICAL
                  CEILINGS

              	
                SF

              	
                3,626F

              	
                $
                  2.00

              	
                $
                  7,252.00

              
	
                REPAIR
                  CEILINGS DUE TO HVAC ELECTRICAL WORK

              	
                SF

              	
                1,216

              	
                $
                  1.50

              	
                $
                  1,824.00

              
	 	 	 	 	 
	
                RESTROOM
                  ACCESSORIES

              	 	 	 	 
	
                TOTAL
                  ACCESSORIES

              	 	 	 	
                $
                  1,300.00

              
	
                TOILET
                  PARTITIONS

              	
                LF

              	
                44

              	
                $
                  65.00

              	
                $
                  2,860.00

              
	 	 	 	 	 
	
                CABINETS

              	 	 	 	 
	
                RESTROOM
                  VANITY CABINETS W I ADA PANELS

              	
                EACH

              	
                2

              	
                $
                  425.00

              	
                $
                  850.00

              
	 	 	 	 	 
	
                GLAZING

              	 	 	 	 
	
                WINDOW
                  IN WALL

              	
                EACH

              	
                2

              	
                $
                  587.00

              	
                $
                  1,174.00

              
	
                WINDOWS
                  NEXT TO DOORS

              	
                EACH
                  4

              	
                4

              	
                $
                  387.00

              	
                $
                  1,548.00

              
	
                 

              	 	 	 	 
	
                ELECTRICAL
                  SYSTEMS

              	 	 	 	
                $
                  37,226.00

              
	
                 

              	 	 	 	 
	
                PLUMBING
                  SYSTEMS

              	 	 	 	
                $
                  21,050.00

              
	
                SAW
                  CUTTING AND REMOVAL OF CONCRETE FOR DRAIN CONNECTION

              	
                LF

              	
                61

              	
                $
                  10.00

              	
                $
                  610.00

              
	
                POUR
                  CONCRETE LEAVE OUT FOR PLUMBING

              	
                LF

              	
                61

              	
                $
                  15.00

              	
                $
                  915.00

              
	
                 

              	 	 	 	 
	
                GAS
                  LINES

              	 	 	 	
                $
                  345.00

              
	
                GAS
                  TEST / DOES NOT INCLUDE REPAIRING ANY LINES

              	 	 	 	 
	
                NO
                  GAS NOTED TO EQUIPMENT NEEDS

              	 	 	 	 
	
                 

              	 	 	 	 
	
                HVAC
                  SYSTEMS

              	 	 	 	
                $
                  12,600.00

              
	
                FOR
                  PROPER ZONING REQUIRED ADD 3-TON UNIT

              	 	 	 	
                $
                  4,150.00

              
	
                 

              	 	 	 	 
	
                GENERAL
                  REQUIREMENTS

              	 	 	 	 
	
                CLEAN
                  UP AND HAUL TRASH AT NEW CONSTRUCTION

              	 	 	 	
                $
                  435.00

              
	
                FIRE
                  EXTINGUISHERS PER FIRE DEPT REGULATIONS

              	 	 	 	
                $
                  225.00

              
	 	 	 	 	 
	
                CITY
                  PERMIT AND INSPECTION FEES

              	 	 	 	
                $
                  956.00

              
	
                SCALED
                  DRAWINGS, COPIES OF DRAWINGS FOR CITY PERMIT APPLICATION

              	 	 	 	
                $
                  550.00

              
	 	 	 	 	 
	
                OAKMONT
                  FEE

              	
                8%
                  

              	 	 	
                $
                  10,059.38

              
	
                 

              	 	 	 	 
	
                STATE
                  SALES TAX

              	
                7.75%

              	 	 	
                $
                  10,524.63

              
	
                 

              	 	 	 	 
	
                TOTAL
                  ESTIMATE BEFORE PAINT AND FLOORING

              	 	 	 	
                $
                  146,326.31

              
	
                PAINT

              	 	 	 	
                $
                  8,000.00

              
	
                FLOORING

              	 	 	 	
                $
                  10,900.00

              
	
                TOTAL
                  ESTIMATE

              	 	 	 	
                $
                  165,226.31

              
	 	 	 	 	 
	
                OWNER
                  EXPENSE

              	 	 	 	 
	
                REPAIR
                  HVAC SYSTEMS IF REQUIRED

              	 	 	 	 
	
                ROOFING
                  REPAIRS

              	 	 	 	 
	
                REPAIR
                  EXISTING PLUMBING IF REQUIRED

              	 	 	 	 
	
                TASS
                  INSPECTIONS

              	 	 	 	 
	
                FINAL
                  CLEAN

              	 	 	 	 
	 	 	 	 	 
	
                TENANT
                  EXPENSES

              	 	 	 	 
	
                CERTIFICATE
                  OF OCCUPANCY

              	 	 	 	 
	
                SECURITY
                  SYSTEMS

              	 	 	 	 
	
                DATA
                  AND PHONE SYSTEMS

              	 	 	 	 
	
                FIRE
                  ALARM SYSTEM

              	 	 	 	 
	 	 	 	 	 
	
                BRUCE
                  EDWARDS 214-546-7605

              	 	 	 	 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                OAKMONT
                  CONSTRUCTION, INC.

              
	
                4460
                  BELTWAY

              	 	 	 	 	 
	
                 

              	 	 	 	 	 
	
                ATTN:
                  MR. MARK THARP

              	 	 	 	 	 
	
                 

              	 	 	 	 	 
	
                SCOPE
                  OF WORK PER DRAWING

              	 	 	 	 	 
	
                 

              	 	 	 	 	 
	
                 

              	 	 	 	 	 
	
                ELECTRICAL
                  REQUIREMENTS

              	 	 	 	 	 
	
                 

              	 	 	 	 	 
	
                INSTALL
                  LIGHT SWITCHES

              	
                EACH

              	
                38

              	
                $68.00

              	
                $

              	
                2,564.00

              
	
                 

              	
                 

              	 	 	 	
                 

              
	
                DUPLEX
                  OUTLETS

              	
                EACH

              	
                66
                  

              	
                $66.00

              	
                $

              	
                5,984.00

              
	
                DEDICATED
                  OUTLETS

              	
                EACH

              	
                23
                  

              	
                $145.00

              	
                $

              	
                3,335.00

              
	
                220V
                  RECEPTACLES

              	
                EACH

              	
                6

              	
                $220.00

              	
                $

              	
                1,760.00

              
	
                 

              	
                 

              	
                 

              	 	 	 
	
                HOOK
                  UP BATH EXHAUST FANS

              	
                EACH

              	
                4
                  

              	
                $102.00

              	
                $

              	
                408.00

              
	
                 

              	
                 

              	
                 

              	 	 	 
	
                UPGRADE
                  125A ELECTRICAL SERVICES TO 200 AMP

              	
                EACH

              	
                2
                  

              	
                $4,700.00

              	
                $

              	
                9400.00

              
	
                RECONNECT
                  POWER ( NEW DISCONNECTS)

              	 	 	 	
                $

              	
                660.00

              
	
                LABOR
                  FOR EQUIPMENT HOOK UP

              	 	 	 	
                $

              	
                4950.00

              
	
                 

              	 	 	 	 	 
	
                EXIT
                  LIGHTS

              	
                EACH

              	
                6

              	
                $145.00
                  

              	
                $

              	
                870.00

              
	
                EMERGENCY
                  LIGHTING

              	
                EACH

              	
                8
                  

              	
                $125.00

              	
                $

              	
                1000.00

              
	
                 

              	
                 

              	 	 	 	 
	
                T-8
                  2’ X 4 PRISMATIC LIGHT FIXTURES

              	
                EACH

              	
                44
                  

              	
                $110.00

              	
                $

              	
                4,840.00

              
	
                8’
                  STRIP WAREHOUSE LIGHTS

              	
                EACH

              	
                6
                  

              	
                $135.00

              	
                $

              	
                810.00

              
	
                 

              	 	 	 	 	 
	
                POWER
                  FOR 3 TON UNIT

              	 	 	 	
                $

              	
                625.00

              
	
                 

              	 	 	 	 	 
	
                TOTAL
                  ESTIMATE

              	 	
                 

              	 	
                $

              	
                37,226.00

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                John
                  St. John 

              	 	 	
                December
                  9, 2005

              
	
                Major
                  Equipment Electrical Needs

              
	
                 

              	 	 	 
	
                1. Zeta
                  Potential System-Malvern

              	 	
                5A

              	
                120V

              
	
                2. HPLC
                  System Waters

              	 	
                5A
                  

              	
                120V

              
	
                3. Waters
                  Computer

              	
                2x

              	
                5A
                  

              	
                120V

              
	
                4. HPLC
                  system HP

              	
                2x

              	
                5A

              	
                120V

              
	
                5. HP
                  Computer

              	
                2x

              	
                5A

              	
                120V

              
	
                6. Lyophilizer
                  600 SL

              	
                2x

              	
                5A

              	
                120V

              
	
                7. Lyophilizer
                  research

              	 	
                12A

              	
                220V

              
	
                8. MicroscopeNikon

              	
                2x

              	
                5A

              	
                120V

              
	
                9. Spray
                  Dryer

              	 	
                12A

              	
                220V

              
	
                10. UV
                  Visible Cary

              	
                3x

              	
                5A

              	
                120V

              
	
                11. Centrifuge
                  GS-15R

              	 	
                12A

              	
                220V

              
	
                12. Centrifuge
                  z360K 1

              	 	
                16A

              	
                120V

              
	
                13. Centrifuge
                  z360K 2

              	 	
                16A

              	
                120V

              
	
                14. Laminar
                  Flow Hood I

              	 	
                19A

              	
                120V

              
	
                15. Laminar
                  Flow Hood 2

              	 	
                19A

              	
                120V

              
	
                16. Fume
                  Hoods

              	
                4x

              	
                Blower
                  systems

              
	
                17. Fume
                  Hoods

              	
                4x
                  

              	
                19A

              	
                120V

              
	
                18. Humidity
                  oven

              	 	
                1A

              	
                120V

              
	
                19. Humidity
                  ovens-stability

              	
                2x
                  

              	
                15A

              	
                120V

              
	
                20. Water
                  purifier

              	 	
                10A

              	
                120V

              
	
                21. GCMS
                  System

              	 	
                5A

              	
                120V

              
	
                22. GCMS
                  Computer

              	 	
                5A

              	
                120V

              
	
                23. Forced
                  Air oven

              	
                2X
                  

              	
                15A

              	
                120V

              
	
                24. Dishwasher

              	
                3X

              	
                20A

              	
                220V

              
	
                25. -80
                  C freezer

              	 	
                10A

              	
                220V

              
	
                26. Environmental
                  Chamber

              	 	
                23A

              	
                120V

              


      

      


      Then
        regularly spaced wall outlets and small appliance outlets on lab benches.
        For

      stirring
        apparatus, pH meters, pumps and other small appliances.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                5-OCT-05

              
	
                 OAKMONT
                  CONSTRUCTION INC.

              
	
                4452
                  BELTWAY DRIVE

              
	 
	
                ATTN:
                  MR. BILL WALKER / MARK TKARP

              
	 	 	 	 	 
	
                SCOPE
                  OF WORK

              	 	 	 	 
	 	 	 	 	 
	
                DEMOLITION

              	 	 	 	 
	
                WALLS

              	
                LF

              	
                56

              	
                $
                  9.00

              	
                $504.00

              
	
                REPAIR
                  WALLS WHERE DEMO WALL INTERSECTED, TAPE BED

              	
                EACH

              	
                5

              	
                $
                  55.00

              	
                $
                  275.00

              
	
                REPAIR
                  CEILINGS At DEMO WALLS CEILINGS

              	
                SF

              	
                672

              	
                $1.00

              	
                $672.00

              
	
                DUMPSTER
                  EXPENSE

              	
                EACH

              	
                1

              	
                $
                  300.00

              	
                $
                  300.00

              
	
                 

              	 	 	 	 
	
                NEW
                  WALLCONSTRUCTION

              	 	 	 	 
	
                NEW
                  INTERIOR PARTITIONS X 9 HT

              	
                LF

              	
                225

              	
                $
                  21.00

              	
                $
                  4,725.00

              
	
                PARTITION
                  WINDOW MULLION CAPS

              	
                EACH

              	
                2

              	
                $
                  75.00

              	
                $
                  150.00

              
	
                PATCH
                  HOLES IN PARTITIONS

              	 	 	 	
                $
                  65.00

              
	
                CLOSE
                  DOOR OPENINGS IN PARTITIONS, TAPEBED

              	
                EACH

              	
                3

              	
                $
                  145.00

              	
                $
                  435.00

              
	
                CUT
                  DOOR OPENINGS IN PARTITIONS

              	
                EACH

              	
                2

              	
                $
                  75.00

              	
                $
                  150.00

              
	 	 	 	 	 
	
                WALL
                  FINISHES

              	 	 	 	 
	
                TAPE,
                  BED AND SAND NEW PARTITIONS

              	
                SF
                  

              	
                4,050

              	
                $
                  0.39

              	
                $
                  1,579.50

              
	 	 	 	 	 
	
                FRAMES
                  AND DOORS

              	 	 	 	 
	
                NEW
                  DOORS

              	
                EACH

              	
                8

              	
                $
                  310.00

              	
                $
                  2,480.00

              
	
                REMOVE
                  AND RELOCATE EXISTING DOORS

              	
                EACH

              	
                4

              	
                $
                  145.00

              	
                $
                  580.00

              
	
                PAINTING
                  DOORS AND FRAMES

              	
                EACH

              	
                8

              	
                $
                  85.00

              	
                $
                  680.00

              
	 	 	 	 	 
	
                CEILINGS

              	 	 	 	 
	
                REPAIR
                  CEILINGS DUE TO HVAC .ELECTRICAL WORK

              	
                SF

              	
                700

              	
                $
                  1.00

              	
                $
                  700.00

              
	 	 	 	 	 
	
                ELECTRICAL
                  SYSTEMS

              	 	 	 	
                $
                  4,782.00

              
	 	 	 	 	 
	
                HVAC
                  SYSTEMS

              	 	 	 	
                $
                  950.00

              
	
                RELOCATE
                  SUPPLY GRILLS

              	 	 	 	 
	
                RELOCATE
                  RETURN AIR GRILLS

              	 	 	 	 
	
                RELOCATE
                  THERMOSTATS

              	 	 	 	 
	 	 	 	 	 
	
                GENERAL
                  REQUIREMENTS

              	 	 	 	 
	
                CLEAN
                  UP AND HAUL TRASH AT NEW CONSTRUCTION

              	 	 	 	
                $
                  325.00

              
	 	 	 	 	 
	
                CITY
                  PERMIT REQUIRED

              	 	 	 	
                $
                  867.00

              
	 	 	 	 	 
	
                OAKMONT
                  FEE

              	
                8%

              	 	 	
                $
                  1,617.56

              
	 	 	 	 	 
	
                STATE
                  SALES TAX

              	
                7.75%

              	 	 	
                $
                  1,692.37

              
	
                 

              	 	 	 	 
	
                TOTAL
                  ESTIMATE

              	 	 	 	
                $
                  23,529.43

              
	
                 

              	 	 	 	 
	
                OPTION:

              	 	 	 	 
	
                INSTALL
                  GLASS SJDELITES NEXT TO DOORS (2’ WIDE X DOOR HT”.)

              	
                EACH

              	
                1

              	
                $
                  375.00

              	
                $
                  375.00

              
	 	 	 	 	 
	
                OWNER
                  EXPENSES

              	 	 	 	 
	
                FINAL
                  CLEAN

              	 	 	 	 
	
                REPLACE
                  DAMAGED CEILING BOARD

              	 	 	 	 
	
                REPAIR
                  HVAC SYSTEMS IF REQUIRED

              	 	 	 	 
	
                WINDOW
                  BLINDS IF REQUIRED

              	 	 	 	 
	
                REPLACE
                  FIXTURE LAMPS AND BALLAST

              	 	 	 	 
	
                TENANT
                  EXPENSES

              	 	 	 	 
	
                CERTIFICATE
                  OF OCCUPANCY

              	 	 	 	 
	
                PLUMBING
                  APPLIANCES

              	 	 	 	 
	
                SECURITY
                  SYSTEMS

              	 	 	 	 
	
                DATA
                  AND PHONE SYSTEMS

              	 	 	 	 
	
                FIRE
                  EXTINGUISHERS PER FIRE DEPT REGULATIONS

              	 	 	 	 


      

      Bruce
        Edwards 214-546-7605 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                OAKMONT
                  CONSTRUCTION, INC.

              
	
                4452
                  BELTWAY DRIVE

              
	 
	
                ATTN:
                  MR. BILL WALKER / MARK THARP

              
	 	 	 	 	 
	
                ELECTRICAL
                  REQUIREMENTS

              	 	 	 	 
	 	 	 	 	 
	
                DEMO
                  ELECTRICAL

              	 	 	 	
                $
                  324.00

              
	 	 	 	 	 
	
                INSTALL
                  LIGHT SWITCHES

              	
                EACH

              	
                26

              	
                $
                  68.00

              	
                $
                  1,768.00

              
	 	 	 	 	 
	
                DUPLEX
                  OUTLETS

              	
                EACH

              	
                20

              	
                $
                  68.00

              	
                $
                  1,360.00

              
	 	 	 	 	 
	
                EXIT
                  LIGHTS

              	
                EACH

              	
                2

              	
                $
                  145.00

              	
                $
                  290.00

              
	
                DEDICATED
                  OUTLETS

              	
                EACH

              	
                2

              	
                $
                  145.00

              	
                $
                  290.00

              
	 	 	 	 	 
	
                RELOCATE
                  EXISTING LIGHT FIXTURES

              	
                EACH

              	
                10

              	
                $
                  75.00

              	
                $
                  750.00

              
	 	 	 	 	 
	
                TOTAL
                  ESTIMATE

              	 	 	 	
                $
                  4,782.00