exv10w8






Exhibit 10.08









EXECUTION ORIGINAL




BISHOP RANCH BUSINESS PARK




BUILDING LEASE




Sunset Development Company 

One Annabel Lane, Suite 201, San Ramon, CA 94583

Tel: 925 866 0100 Fax: 925 866 1330





 









 








GLOBAL MONITORING SYSTEMS, INC.




BISHOP RANCH BUSINESS PARK — BUILDING LEASE




TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	1.
	 	PREMISES 	 	 	1	 
	 
	 	 	 	 	 	 
	2.
	 	TERM 	 	 	1	 
	 
	 	2.1 Term 	 	 	1	 
	 
	 	2.2 Delay in Commencement	 	 	1	 
	 
	 	2.3 Acknowledgment of Commencement Date 	 	 	1	 
	 
	 	 	 	 	 	 
	3.
	 	RENT 	 	 	1	 
	 
	 	3.1 Base Rent 	 	 	1	 
	 
	 	3.2 Adjustments to Base Rent 	 	 	2	 
	 
	 	3.3 Amounts Constituting Rent	 	 	2	 
	 
	 	 	 	 	 	 
	4.
	 	SECURITY DEPOSIT 	 	 	2	 
	 
	 	 	 	 	 	 
	5.
	 	TAX AND OPERATING COST INCREASES 	 	 	3	 
	 
	 	5.1 Definitions	 	 	3	 
	 
	 	5.2 Tenant’s Share 	 	 	5	 
	 
	 	5.3 Notice and Payment	 	 	5	 
	 
	 	5.4 Additional Taxes 	 	 	6	 
	 
	 	5.5 Tenant’s Taxes 	 	 	6	 
	 
	 	 	 	 	 	 
	6.
	 	USE 	 	 	6	 
	 
	 	6.1 Use 	 	 	6	 
	 
	 	6.2 Suitability	 	 	6	 
	 
	 	6.3 Uses Prohibited 	 	 	7	 
	 
	 	 	 	 	 	 
	7.
	 	SERVICE AND UTILITIES 	 	 	7	 
	 
	 	7.1 Landlord’s Obligations	 	 	7	 
	 
	 	7.2 Tenant’s Obligation 	 	 	8	 
	 
	 	7.3 Tenant’s Additional Requirements 	 	 	8	 
	 
	 	7.4 Nonliability 	 	 	8	 
	 
	 	 	 	 	 	 
	8.
	 	MAINTENANCE AND REPAIRS; ALTERATIONS AND ADDITIONS 	 	 	9	 
	 
	 	8.1 Maintenance and Repairs 	 	 	9	 
	 
	 	8.2 Alterations and Additions 	 	 	10	 
	 
	 	 	 	 	 	 
	9.
	 	ENTRY BY LANDLORD 	 	 	10	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	10.
	 	LIENS	 	 	11	 
	 
	 	 	 	 	 	 
	11.
	 	INDEMNITY 	 	 	11	 
	 
	 	11.1 Indemnity 	 	 	11	 
	 
	 	11.2 Exemption of Landlord from Liability 	 	 	12	 
	 
	 	 	 	 	 	 
	12.
	 	INSURANCE 	 	 	12	 
	 
	 	12.1 Coverage 	 	 	12	 
	 
	 	12.2 Insurance Policies 	 	 	12	 
	 
	 	12.3 Landlord’s Insurance 	 	 	12	 
	 
	 	12.4 Waiver of Subrogation 	 	 	13	 
	 
	 	 	 	 	 	 
	13.
	 	DAMAGE OR DESTRUCTION 	 	 	13	 
	 
	 	13.1 Landlord’s Duty to Repair 	 	 	13	 
	 
	 	13.2 Landlord’s Right to Terminate 	 	 	13	 
	 
	 	13.3 Tenant’s Right to Terminate 	 	 	14	 
	 
	 	13.4 Exclusive Rights 	 	 	14	 
	 
	 	 	 	 	 	 
	14.
	 	CONDEMNATION 	 	 	14	 
	 
	 	 	 	 	 	 
	15.
	 	ASSIGNMENT AND SUBLETTING 	 	 	15	 
	 
	 	15.1 Landlord’s Consent Required 	 	 	15	 
	 
	 	15.2 Reasonable Consent	 	 	15	 
	 
	 	15.3 Excess Consideration 	 	 	16	 
	 
	 	15.4 No Release of Tenant 	 	 	16	 
	 
	 	15.5 Attorneys’ Fees 	 	 	16	 
	 
	 	15.6 Transfer of Ownership Interest 	 	 	16	 
	 
	 	15.7 Effectiveness of Transfer 	 	 	16	 
	 
	 	15.8 Landlord’s Right to Space 	 	 	16	 
	 
	 	15.9 No Net Profits Leases 	 	 	17	 
	 
	 	 	 	 	 	 
	16.
	 	SUBORDINATION 	 	 	17	 
	 
	 	16.1 Subordination	 	 	17	 
	 
	 	16.2 Junior Liens 	 	 	17	 
	 
	 	16.3 Subordination Agreements 	 	 	17	 
	 
	 	16.4 Attornment 	 	 	17	 
	 
	 	 	 	 	 	 
	17.
	 	QUIET ENJOYMENT 	 	 	18	 
	 
	 	 	 	 	 	 
	18.
	 	DEFAULT; REMEDIES 	 	 	18	 
	 
	 	18.1 Default 	 	 	18	 
	 
	 	18.2 Remedies 	 	 	19	 
	 
	 	18.3 Late Charges 	 	 	21	 
	 
	 	18.4 Interest 	 	 	21	 
	 
	 	18.5 Default by Landlord 	 	 	21	 
	 
	 	 	 	 	 	 
	19.
	 	PARKING 	 	 	21	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	20.
	 	RELOCATION OF PREMISES	 	 	21	 
	 
	 	20.1                      Conditions	 	 	21	 
	 
	 	20.2               Notice 	 	 	22	 
	 
	 	 	 	 	 	 
	21.
	 	MORTGAGEE PROTECTION 	 	 	22	 
	 
	 	 	 	 	 	 
	22.
	 	ESTOPPEL CERTIFICATES 	 	 	22	 
	 
	 	 	 	 	 	 
	23.
	 	SURRENDER, HOLDING OVER 	 	 	23	 
	 
	 	23.1               Surrender 	 	 	23	 
	 
	 	23.2               Holding Over 	 	 	23	 
	 
	 	 	 	 	 	 
	24.
	 	HAZARDOUS MATERIALS 	 	 	24	 
	 
	 	 	 	 	 	 
	25.
	 	MISCELLANEOUS 	 	 	24	 
	 
	 	25.1               Attornment 	 	 	24	 
	 
	 	25.2               Captions; Attachments; Defined Terms 	 	 	24	 
	 
	 	25.3               Entire Agreement 	 	 	25	 
	 
	 	25.4               Severability 	 	 	25	 
	 
	 	25.5               Costs of Suit 	 	 	25	 
	 
	 	25.6               Time; Joint and Several Liability 	 	 	25	 
	 
	 	25.7               Binding Effect; Choice Of Law 	 	 	26	 
	 
	 	25.8               Waiver 	 	 	26	 
	 
	 	25.9               Force Majeure 	 	 	26	 
	 
	 	25.10              Landlord’s Liability 	 	 	26	 
	 
	 	25.11              Consents and Approvals 	 	 	26	 
	 
	 	25.12              Signs 	 	 	27	 
	 
	 	25.13              Rules And Regulations 	 	 	27	 
	 
	 	25.14              Notices 	 	 	27	 
	 
	 	25.15              Authority 	 	 	28	 
	 
	 	25.16              Lease Guaranty 	 	 	28	 
	 
	 	25.17              Brokers 	 	 	28	 
	 
	 	25.18              Reserved Rights 	 	 	28	 






EXHIBIT A — SITE AND FLOOR PLANS

EXHIBIT B — WORK LETTER

EXHIBIT C — SPACE PLAN

EXHIBIT D — RULES AND REGULATIONS

EXHIBIT E — JANITORIAL SPECIFICATIONS

EXHIBIT F — DOOR SIGN, DIRECTORY STRIP AND MAIL BOX REQUEST

EXHIBIT G — COMMENCEMENT OF LEASE





 











 





BISHOP RANCH BUSINESS PARK 




BUILDING LEASE




     This Lease is made and entered
into this 28th day of December, 2005,
by and between Alexander Properties Company, a California partnership, (hereinafter
“Landlord”) and Global Monitoring Systems, Inc. (hereinafter “Tenant”). For and in consideration of
the rental and of the covenants and agreements hereinafter set forth to be kept and performed by
Tenant, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises herein
described for the term, at the rental and subject to and upon all of the terms, covenants and
agreements hereinafter set forth.



     1. PREMISES



          Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises (the
“Premises”) crosshatched on Exhibit A containing 2,394 rentable square feet known as
Suite 518,
located on the fifth floor of 3000 Executive Parkway, Building Q (including all tenant
improvements thereto, the “Building”), located at San Ramon, California 94583. The Building is
part of a Complex containing the Building and two (2) other buildings (the “Complex”). The
Complex, which contains 631,578 rentable square feet, the land on which the Complex is situated
(the “Land”), the common areas of the Complex, any other improvements in the Complex and the
personal property used by Landlord in the operation of the Complex (the “Personal Property”) are
herein collectively called the “Project.” Tenant has inspected the Premises and shall occupy the
Premises in as-is condition.




     2. TERM



          
2.1 Term. The term of this Lease shall commence on February 1, 2006
(the “Commencement Date”) and shall end three (3) years thereafter (the “Expiration Date”), unless
sooner terminated pursuant to this Lease.




          
2.2 Delay in Commencement. Intentionally deleted.





          
2.3 Acknowledgment of Commencement Date. Intentionally deleted.




     3. RENT



          3.1 Base Rent. Tenant shall pay to Landlord monthly as base rent
(“Base Rent”) for the Premises in advance on the Commencement Date and on the first day of each
calendar month thereafter during the term of this Lease without deduction, offset, prior notice or
demand, in lawful money of the United States of America, the sum of FIVE THOUSAND ONE HUNDRED
EIGHTY-SEVEN AND 00/100 DOLLARS ($5,187.00). For any prorations of Base Rent due to changes in the
Premises on a day other than the first or last day of the month, the portion of Base Rent
associated with the change in the Premises shall be calculated by multiplying the number of days
that the space was part of the Premises by the daily Base Rent defined to be the monthly Base Rent
for said space divided by 30.




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     Concurrently with Tenant’s execution of this Lease, Tenant shall pay to Landlord the sum of
FIVE THOUSAND ONE HUNDRED EIGHTY-SEVEN AND 00/100
DOLLARS ($5,187.00) to be applied against Base Rent when it becomes due.



        
  3.2 Adjustments to Base Rent. Intentionally deleted.




          
3.3 Amounts Constituting Rent. All amounts payable or reimbursable by Tenant under
this Lease, including late charges and interest, “Operating Cost Payments” (as defined in Paragraph
5), and amounts payable or reimbursable under the Work Letter and the other Exhibits hereto, shall
constitute “Rent” and be payable and recoverable as such. Base Rent is due and payable as provided
in Paragraph 3.1 — “Base Rent”, Operating Cost Payments are due and payable as provided in
Paragraph 5.3 — “Notice and Payment”, and all other Rent payable to Landlord on demand under the
terms of this Lease, unless otherwise set forth herein, shall be payable within thirty (30) days
after written notice from Landlord of the amounts due. All Rent shall be paid to Landlord without
deduction or offset in lawful money of the United States of America at the address for notices or
at such other place as Landlord may from time to time designate in writing.




     4. SECURITY DEPOSIT



        
  Concurrently with Tenant’s execution of this Lease, Tenant shall deposit with Landlord the sum
of FIVE THOUSAND ONE HUNDRED EIGHTY-SEVEN AND 00/100
DOLLARS ($5,187.00) (the “Security Deposit”). The Security Deposit shall be held by
Landlord as security for the faithful performance by Tenant of all of the terms, covenants and
conditions of this Lease to be performed by Tenant during the term hereof. If Tenant defaults with
respect to any provision of this Lease, including the provisions relating to the payment of any
Rent, Landlord may (but shall not be required to) use, apply or retain all or any part of the
Security Deposit to cure such default or to compensate Landlord for any other loss or damage which
Landlord may suffer by reason of Tenant’s default. If any portion of said deposit is so used or
applied, Tenant shall, within ten (10) days after written demand therefore, deposit cash with
Landlord in an amount sufficient to restore the Security Deposit to its original amount; Tenant’s
failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep
the Security Deposit separate from its general funds, and Tenant shall not be entitled to interest
on such deposit. If Tenant shall fully and faithfully perform every provision of this Lease to be
performed by it, the Security Deposit or any balance thereof shall be returned to Tenant (or, at
Landlord’s option, to the last assignee of Tenant’s interest hereunder) upon the expiration of the
Lease term and Tenant’s vacating the Premises; provided, however, that Landlord may elect, in its
discretion, to retain a portion of the Security Deposit in an amount to be determined by Landlord
in its reasonable judgment and Landlord shall, promptly upon determining the increases in Operating
Costs for the calendar year in which this Lease terminates, pursuant to Paragraph 5.3 — “Notice and
Payment,” apply from such retained portion of the Security Deposit any sums underpaid by Tenant
with respect to Operating Costs for the final year of the Lease term, and return the balance, if
any, to Tenant or its assignee. In the event of termination of Landlord’s interest in this Lease,
Landlord shall transfer the Security Deposit to Landlord’s successor in interest whereupon Landlord
shall be released from liability for the return of the Security Deposit or the accounting therefore.
Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, and all other
provisions of any Regulations, now or hereafter in force, which restricts the amount or types of
claim that a landlord may make upon a




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security deposit or imposes upon a landlord (or its successors) any obligation with respect to the
handling or return of security deposits.




     5. TAX AND OPERATING COST INCREASES



          5.1 Definitions. For purposes of this paragraph, the following terms are
herein defined:




               (a) Base Year: The calendar year in which this Lease commences.



               (b) Operating Costs: Operating Costs shall include all costs and expenses of
ownership, operation, repair and maintenance of the Project (excluding depreciation of the
improvements in the Project and all amounts paid on loans of Landlord) computed in accordance with
accounting principles adopted by Landlord consistently applied, including by way of illustration
but not limited to: real property taxes, taxes assessed on the Personal Property, any other
governmental impositions imposed on or by reason of the ownership, operation or use of the Project,
and any tax in addition to or in lieu thereof, other than taxes covered by Paragraph 5.4, whether
assessed against Landlord or Tenant or collected by Landlord or both; parts; equipment; supplies;
insurance premiums; license, permit and inspection fees; cost of services and materials (including
property management fees); cost of compensation (including employment taxes and fringe benefits) of
all persons who perform duties connected with the operation, maintenance and repair of the Project;
costs of providing utilities and services, including water, gas, electricity, sewage disposal,
rubbish removal, janitorial, gardening, security, parking, window washing, supplies and materials,
and signing (but excluding services not uniformly available to substantially all of the Project
tenants); costs of capital improvements (i) required to cause the Project to comply with all laws,
statutes, ordinances, regulations, rules and requirements of any governmental or public authority,
including, without limitation, the Americans with Disabilities Act of 1990 (the “ADA”)
(collectively, “Legal Requirements”), except for costs, if any, of correcting any failure of the
Project to comply, as of the Commencement Date, with any Legal Requirement as enacted as of the
Commencement Date, or (ii) which reduce Operating Costs, such costs, together with interest on the
unamortized balance at the rate of twelve percent (12%) per annum, to be amortized over such
reasonable periods as Landlord shall determine; costs of maintenance and replacement of
landscaping; legal, accounting and other professional services incurred in connection with the
operation of the Project and the calculation of Operating Costs; and rental expense or a reasonable
allowance for depreciation of personal property used in the maintenance, operation and repair of
the Project. If the Project is not fully occupied for any calendar year during the term of this
Lease, Operating Costs shall be adjusted to the amount which would have been incurred if the
Project had been fully occupied for the year. Notwithstanding the foregoing, Operating Costs shall
not include the following:



                    (1) Depreciation and amortization, except as provided for above.



                    (2) Costs of capital repairs, replacements or improvements, except as provided
for above.



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                    (3) Costs to acquire sculpture, paintings or other objects
of art.


                    (4) Costs incurred in connection with upgrading the Building to comply with disability, life,
fire, safety codes, ordinances, statutes, or other laws in effect prior to the Commencement Date
including, without limitation, the ADA, and penalties or damages incurred due to such
non-compliance.



                    (5) Advertising and promotional expenses.



                    (6) Real estate broker’s or other leasing commissions, attorneys’ fees, architects’ fees and
other costs incurred in connection with negotiations or disputes with tenants or prospective
tenants of the Building or Project, other than disputes as to the common areas.



                    (7) Costs incurred in renovating or otherwise improving or decorating or redecorating space
for tenants or other occupants in the Project or vacant space in the Project.



                    (8) Repairs or other work occasioned by fire, windstorm, or other casualty and public
liability claims, to the extent such are covered by insurance proceeds, the cost of which is
included in Operating Costs, and costs incurred by Landlord in connection with or made necessary by
the actual or threatened exercise by governmental authorities (or other entities with power of
eminent domain) of the power of eminent domain.



                    (9) Costs, other than Operating Costs, specially billed to Tenant or any other specific
tenants, such as (but not limited to) above Building Standard janitor service, or electrical usage
or other services or benefits above Building Standard.



                    (10) Costs incurred to remedy or monitor any Hazardous Materials condition except if caused
by Tenant.



                    (11) Interest or penalties resulting from (a) late payment of any operating expense by
Landlord due to Landlord’s negligence or willful misconduct (unless Landlord in good faith
disputes a charge and subsequently loses or settles that dispute); or (b) any amount payable by
Landlord to any tenant resulting solely from Landlord’s default in its obligations to that tenant.



                    (12) Costs incurred in installing, operating and maintaining any specialty service that is
not necessary for Landlord’s provision, management, maintenance and repair of the Project. The
following are examples of these specialty services: observatory; broadcasting facilities (other
than the life-support and security system for the Project); luncheon club, cafeteria, or other
dining facility; newsstand; flower services; shoeshine service; carwash; and athletic or
recreational club.



                    (13) Any compensation paid to clerks, attendants, or other persons in commercial concessions
in the Project that are operated by Landlord.



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                    (14) Debt service, interest or other financing.




                    (15) Rental payments to any ground Lessor.



          5.2 Tenant’s Share. If Operating Costs during any calendar year following the Base
Year exceed the rentable square footage of the Complex multiplied by $9.80 (the “Expense Stop”),
Tenant shall pay to Landlord “Tenant’s Share” multiplied by such excess (“Operating Cost
Payments”). “Tenant’s Share” means .38%, which is calculated by dividing the rentable square
footage of the Premises by the rentable square footage of the Complex as such rentable square
footages are set forth in Paragraph 1, and multiplying such number by 100.




          5.3 Notice and Payment. As soon as reasonably practical after the end of each calendar
year following the Base Year, Landlord shall furnish Tenant a written statement showing in
reasonable detail the Operating Costs for the preceding calendar year, and the amount of any
payment due from Tenant to Landlord or from Landlord to Tenant, taking into account prior Operating
Cost Payments made by Tenant for such preceding calendar year. Tenant shall have one hundred eighty
(180) days after receipt of Landlord’s statement to notify Landlord of any objections they have to
such statement, or of their intention to review supporting documentation for such statement. If
Tenant does not so notify Landlord, such statement shall conclusively be deemed correct and Tenant
shall have no right thereafter to dispute or review support for such statement, any item therein,
or the computation of Operating Costs. If Tenant does so notify the Landlord within the one hundred
eighty (180) day period, Tenant shall have two (2) months from the date of notification to Landlord
to complete their review of the supporting documentation and notify Landlord of all objections, if
any, to such statement. Landlord and Tenant hereby agree that Tenant will submit in writing to
Landlord on or before the end of said two (2) month period, all objections to Landlord’s statement,
and Tenant’s only rights after said two (2) month period shall be nonreversible removals or
reductions of the said objections submitted to Landlord. Landlord and Tenant hereby agree that
after said two (2) month period, Tenant has no further rights to review any supporting
documentation unrelated to the objections submitted. Any notifications to Landlord will be done in
accordance with Paragraph 25.14.




          Coincidentally with the monthly Base Rent next due following Tenant’s receipt of such
statement, Tenant shall pay to Landlord (in the case of an underpayment) or Landlord shall credit
against the next Base Rent due from Tenant (in the case of an overpayment) the difference between
(i) Tenant’s Share of any excess of Operating Costs for the preceding calendar year over the
Expense Stop (the “Prior Year’s Increase”), and (ii) the Operating Cost Payments made by Tenant
for such preceding calendar year. In addition, Tenant shall pay to Landlord coincidentally with
such next due Base Rent an amount equal to (A) one-twelfth (1/12) of the Prior Year’s Increase, if
any, multiplied by (B) the number of months or partial months (including the then current month)
then elapsed in the current calendar year, less (C) the aggregate of any Operating Cost Payments
made by Tenant for such current calendar year. Monthly thereafter until adjustment is made the
following year pursuant to this paragraph, Tenant shall pay together with the monthly Base Rent
one-twelfth (1/12) of any such Prior Year’s Increase. In no event will Tenant be entitled to
receive the benefit of a reduction in Operating Costs below the Expense Stop.




          For any partial calendar year at the termination of this Lease, Tenant’s Share of any
increases in Operating Costs for such year over the Expense Stop shall be prorated on the




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basis of a 365-day year by computing Tenant’s Share of the increases in Operating Costs for the
entire year and then prorating such amount for the number of days this Lease was in effect during
such year. Notwithstanding the termination of this Lease, and within ten (10) days after Tenant’s
receipt of Landlord’s statement regarding the determination of increases in Operating Costs for the
calendar year in which this Lease terminates, Tenant shall pay to Landlord or Landlord shall pay to
Tenant, as the case may be, an amount equal to the difference between Tenant’s Share of the
increases in Operating Costs for such year (as prorated) and the amount previously paid by Tenant
toward such increases.




          5.4 Additional Taxes. Tenant shall reimburse to Landlord, within thirty (30) days
after receipt of a demand therefore, Tenant’s Share of any and all taxes payable by Landlord (other
than net income taxes or any taxes included within Operating Costs), whether or not now customary
or within the contemplation of the parties hereto (i) upon, allocable to or measured by the area
of the Building, (ii) upon all or any portion of the Rent payable hereunder and under other leases
of space in the Building, including any gross receipts tax or excise tax levied with respect to
the receipt of such Rent (but not including income or franchise taxes), or (iii) upon or with
respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or
occupancy of the Building or any portion thereof. Tenant shall not be required to reimburse
Landlord for taxes under this Paragraph 5.4 to the extent Tenant has paid Tenant’s Share of such
taxes through Operating Cost Payments under Paragraph 5.2.




          5.5 Tenant’s Taxes. Tenant shall pay before delinquency (whether levied on Landlord
or Tenant), any and all taxes assessed upon or measured by (i) Tenant’s equipment, furniture,
fixtures and other personal property located in the Premises, or (ii) any improvements or
alterations made to the Premises prior to or during the term of this Lease paid for by Tenant
(“Above-Standard Improvements”), but only to the extent the same are assessed during the Term of
the Lease or (iii) this transaction or any document to which Tenant is a party creating or
transferring an interest or an estate in the Premises. For the purpose of determining said
amounts, figures supplied by the County Assessor as to the amount so assessed shall be conclusive.
Tenant shall comply with the provisions of any law, ordinance or rule of the taxing authorities
which require Tenant to file a report of Tenant’s property located in the Premises.




     6. USE



          6.1 Use. The Premises shall be used and occupied by Tenant for general office
purposes and for no other purpose without the prior written consent of Landlord.




          6.2 Suitability. Tenant acknowledges that neither Landlord nor any agent of Landlord
has made any representation or warranty with respect to the Premises or the Building or with
respect to the suitability of either for the conduct of Tenant’s business, nor has Landlord agreed
to undertake any modification, alteration or improvement to the Premises except as provided in the
Work Letter. The taking of possession of the Premises by Tenant shall conclusively establish that
the Premises and the Building were at such time in satisfactory condition unless within ten (10)
days after such date Tenant shall give Landlord written notice specifying in reasonable detail the
respects in which the Premises or the Building were not in satisfactory condition, except with
respect to latent defects.




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          6.3 Uses Prohibited.



               (a) Tenant shall not do nor permit anything to be done in or about the Premises nor bring or
keep anything therein which will in any way increase the existing rate or affect any fire or other
insurance upon the Building or any of its contents, or cause a cancellation of any insurance policy
covering said Building or any part thereof or any of its contents, nor shall Tenant sell or permit
to be kept, used or sold in or about said Premises any articles which may be prohibited by a
standard form policy of fire insurance.



               (b) Tenant shall not do or permit anything to be done in or about the Premises which will in
any way unreasonably obstruct or interfere with the rights of other tenants or occupants of the
Building, or injure or annoy them, or use or allow the Premises to be used for any unlawful or
objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in or about the
Premises. Tenant shall not commit or suffer to be committed any waste in or upon the Premises.
Tenant shall not bring onto the Premises any apparatus, equipment or supplies that may overload the
Premises or the Building or any utility or elevator systems or jeopardize the structural integrity
of the Building or any part thereof.



               (c) Tenant shall not use the Premises or permit anything to be done in or about the Premises
which will in any way conflict with, and at its sole cost and expense shall promptly comply with,
any Legal Requirement now in force or which may hereafter be enacted or promulgated relating to
the condition, use or occupancy of the Premises, excluding structural changes not relating to or
affecting the condition, use or occupancy of the Premises or Tenant’s improvements or acts or any
non-compliance of the Premises with existing Legal Requirements as of the date thereof. The
judgment of any court of competent jurisdiction or the admission of Tenant in any action against
Tenant, whether Landlord be a party thereto or not, that Tenant has violated any Legal
Requirement, shall be conclusive of the fact as between Landlord and Tenant.



     7. SERVICE AND UTILITIES



          7.1 Landlord’s Obligations. Provided Tenant is not in default hereunder,
Landlord shall furnish to the Premises during reasonable hours of generally recognized business
days, as more particularly set forth below, and subject to the rules and regulations of the
Building, water, gas and electricity suitable for the intended use of the Premises, heat and air
conditioning required in Landlord’s judgment for the comfortable use and occupancy of the
Premises, scavenger, janitorial services as described in Exhibit E attached hereto, window washing
service and elevator service customary in similar buildings in the competing geographical areas.
Landlord shall also maintain and keep lighted the common lobbies, hallways, stairs and toilet
rooms in the Building.




               (a) Landlord’s current hours of operation in Bishop Ranch
(hereinafter “Hours of Operation”) are 7 a.m. to 7 p.m., Monday through Friday, excepting holidays
(New Year’s Day, President’s Day, Memorial Day, July 4th (Independence Day), Labor Day,
Thanksgiving, and Christmas Day). In the event the holiday falls on a weekend, the business day
closest to the holiday will be considered to be the holiday. The building and its services are
available to Tenant 24 hours a day, seven (7) days a week, 365 days a year. The after hours rate
for air conditioning and heating service after Landlord’s Hours of Operation is currently $75.00
per hour, per floor. This rate is subject to adjustment based upon the decrease
or increase in utilities as charged by Landlord’s utility provider.



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          7.2 Tenant’s Obligation. Tenant shall pay for, prior to delinquency, all telephone
and all other materials and services, not expressly required to be paid by Landlord, which may be
furnished to or used in, on or about the Premises during the term of this Lease.




          7.3 Tenant’s Additional Requirements




               (a) Tenant shall pay for heat and air-conditioning furnished at Tenant’s request during times
other than Hours of Operation on an hourly basis at a reasonable rate established by Landlord.
Tenant shall not use in excess of Building Standard amounts (as determined by Landlord) of
electricity, water or any other utility without Landlord’s prior written consent, which consent
Landlord may refuse. Landlord may cause a water meter or electric current meter to be installed in
the Premises so as to measure the amount of water and electric current consumed for any such excess
use. The cost of such meters and of installation, maintenance and repair thereof shall be paid by
Tenant and Tenant agrees to pay Landlord promptly upon demand by Landlord for all such water and
electric current consumed as shown by said meters, at the rates charged for such services by the
city in which the Building is located or by the local public utility furnishing the same, plus any
additional expense incurred in keeping account of the water and electric current so consumed. If a
separate meter is not installed to measure any such excess use, Landlord shall have the right to
estimate the amount of such use through qualified personnel. In addition, Landlord may impose a
reasonable charge for the use of any additional or unusual janitorial services required by Tenant
because of any Suite Improvements different from or above Building Standard, carelessness of Tenant
or the nature of Tenant’s business (including hours of operation).



               (b) If any lights other than Building Standard or equipment are used in the Premises which
affect the temperature otherwise maintained by the air conditioning system, Landlord may install
supplementary air conditioning units in the Premises and the cost thereof, including the cost of
installation, operation and maintenance thereof, shall be paid by Tenant to Landlord upon demand
by Landlord. In addition, if any lights other than Building Standard are used in the Premises,
Tenant shall pay the cost to replace any worn or dead bulbs or tubes.



               (c) In no event shall Tenant (i) connect any apparatus, machine or device through electrical
outlets except in the manner for which such outlets are designed and without the use of any device
intended to increase the plug capacity of any electrical outlet or (ii) maintain at any time an
electrical demand load in excess of four (4) watts per square foot of usable area of the Premises.



          7.4 Nonliability. Landlord shall not be liable for, and Tenant shall not
be entitled to any abatement or reduction of Rent, by reason of Landlord’s failure to furnish
any
of the foregoing when due to “Force Majeure Events” (as defined in Paragraph 25.9). If
failure
to furnish the foregoing is within Landlord’s reasonable control and Tenant is unable to
occupy
the Premises due to such failure, Tenant shall be entitled to an abatement of Base Rent
commencing with the fifteenth consecutive day of such failure unless prior thereto Landlord
commences to cure such failure and thereafter diligently proceeds with such cure. Any failure
to
furnish any of the foregoing shall not constitute an eviction of Tenant, constructive or
otherwise
and, notwithstanding any law to the contrary that may now or hereafter exist, Tenant shall
not be




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entitled to terminate this Lease on account of such failure. Landlord shall not be liable under any
circumstances for loss of or injury to property or business or consequential damages, however
occurring, through or in connection with failure to furnish any of the foregoing.




     8. MAINTENANCE AND REPAIRS: ALTERATIONS AND ADDITIONS



          8.1 Maintenance and Repairs




               (a) Landlord’s Obligations. Landlord shall maintain in good order, condition and
repair the structural and common areas of the Building, and the basic heating, ventilating, air
conditioning, electrical, plumbing, fire protection, life safety, security and mechanical systems
of the Building (the “Building Systems”), and shall cause the common areas of the Building and Project to comply with all Legal Requirements (including, without limitation, the ADA), provided
that any maintenance and repair caused by the negligent acts or omissions of Tenant or Tenant’s
agents, employees, invitees, visitors (collectively “Tenant’s Representatives”) shall be paid for
by Tenant. Notwithstanding any law to the contrary that may now or hereafter exist, Tenant shall
not have the right to make repairs at Landlord’s expense or to terminate this Lease because of
Landlord’s failure to keep the foregoing in good order, condition and repair, nor shall Landlord
be liable under any circumstances for any consequential damages or loss of business, however
occurring, through or in connection with any such failure.



               (b) Tenant’s Obligations



                    (1) Tenant, at Tenant’s sole cost and expense, except for services furnished by Landlord
pursuant to Paragraph 7 hereof, shall maintain the Premises in good order, condition and repair
including the interior surfaces of the ceilings, walls and floors, all doors, interior windows, and
all plumbing pipes, electrical wiring, switches, fixtures, nonbuilding standard lights, and
equipment installed for the use of the Premises, and shall cause the Premises to comply with all
Legal Requirements (including, without limitation, the ADA) excepting any physical conditions
affecting the Premises which are in existence as of the date hereof. Notwithstanding any law to the
contrary that may now or hereafter exist, Tenant shall not have the right to make repairs at
Landlord’s expense or to terminate this Lease because of Landlord’s failure to keep the Premises in
good order, condition and repair.



                    (2) In the event Tenant fails to maintain the Premises in good order, condition and repair,
Landlord shall give Tenant notice to do such acts as are reasonably required to so maintain the
Premises. In the event Tenant fails to promptly commence such work and diligently prosecute it to
completion, Landlord shall have the right to do such acts and expend such funds at the expense of
Tenant as are reasonably required to perform such work. Any amount so expended by Landlord shall
be paid by Tenant promptly after demand with interest from the date expended by Landlord until
paid by Tenant at the “Default Rate,” as defined below. Landlord shall have no liability to Tenant
for any damage, inconvenience or interference with the use of the Premises by Tenant as a result
of performing any such work. As used in this Lease, “Default Rate” shall mean the lesser of twelve
percent per annum (12%) or the maximum rate permitted by law.



               (c) Compliance with Law. Landlord and Tenant shall each do
all acts required to comply with all applicable Legal Requirements relating to their
respective
maintenance and repair obligations as set forth herein.



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          8.2 Alterations and Additions




               (a) Tenant shall make no alterations, additions or improvements to the Premises or any part
thereof without obtaining the prior written consent of Landlord, which consent shall not be
unreasonably withheld for non-structural interior alterations.



               (b) Landlord may impose as a condition to the aforesaid consent such requirements as Landlord
may deem necessary in its sole discretion, including without limitation thereto, performing the
work itself, specifying the manner in which the work is done, and selecting the contractor by whom
the work is to be performed and the times during which it is to be accomplished. Tenant shall pay
to Landlord upon demand an amount equal to the reasonable costs and expenses for time spent by
Landlord’s employees or contractors in supervising, approving and administering such alterations.



               (c) All such alterations, additions or improvements, all other Above-Standard Improvements,
and all work performed under the Work Letter shall be the property of Landlord and shall remain
upon and be surrendered with the Premises, unless Landlord upon approval of such work or prior to
the termination or expiration of the Lease requests in writing that Tenant remove all or any part
of same prior to the termination or expiration of the Lease.



               (d) All articles of personal property and all business and trade fixtures, machinery and
equipment, cabinetwork, furniture and movable partitions owned by Tenant or installed by Tenant at
its expense in the Premises shall be and remain the property of Tenant and may be removed by
Tenant at any time during the Lease term when Tenant is not in default hereunder.



     9. ENTRY BY LANDLORD



          Landlord and Landlord’s agents shall at any and all times have the right to enter the
Premises to inspect the same, to supply janitorial service and any other service to be provided by
Landlord to Tenant hereunder, to show the Premises to prospective purchasers or tenants (during
the last six (6) months of the term with respect to prospective tenants), to post notices of
non-responsibility and “for lease” signs, and to alter, improve or repair the Premises and any
portion of the Building, and may for that purpose erect scaffolding and other necessary structures
where reasonably required by the character of the work to be performed, always providing the
entrance to the Premises shall not be blocked thereby. Landlord shall conduct its activities under
this Paragraph 9 in a manner that will minimize inconvenience to Tenant without incurring
additional expense to Landlord. For each of the aforesaid purposes, Landlord shall at all times
have and retain a key with which to unlock all of the doors in, upon and about the Premises,
excluding Tenant’s vaults and safes, and Landlord and Landlord’s agents shall have the right to
use any and all means which Landlord may deem proper to open said doors in an emergency, in order
to obtain entry to the Premises, and any entry to the Premises obtained by Landlord or Landlord’s
agents by any of said means, or otherwise, shall not under any circumstances be construed or
deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction of
Tenant from the Premises or any portion thereof. Tenant shall not be released from its obligations
under this Lease nor be entitled to any abatement of Rent on account of Landlord’s




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entry under this Paragraph, and Tenant hereby waives any claim for damages for any injury or
inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment
of the Premises, and any other loss occasioned thereby.




     10. LIENS



          Tenant shall keep the Premises and the Building free from any liens arising out of work
performed, materials furnished, or obligations incurred by Tenant and shall indemnify, hold
harmless and defend Landlord from any liens and encumbrances arising out of any work performed,
materials furnished or obligations incurred by or at the direction of Tenant. In the event that
Tenant shall not, within twenty (20) days following the imposition of any such lien, cause such
lien to be released of record by payment or posting of a proper bond, Landlord shall have, in
addition to all other remedies provided herein and by law, the right, but no obligation, to cause
the same to be released by such means as it shall deem proper, including payment of the claim
giving rise to such lien. All such sums paid by Landlord and all expenses incurred by it in
connection therewith, including attorneys’ fees and costs, shall be payable to Landlord by Tenant
on demand with interest at the Default Rate until paid. Landlord shall have the right at all times
to post and keep posted on the Premises any notices permitted or required by law, or which Landlord
shall deem proper, for the protection of Landlord and the Premises, and any other party having an
interest therein, from mechanics’ and materialmen’s liens, and Tenant shall give to Landlord at
least three (3) business days prior written notice of the expected date of commencement of any work
relating to alterations or additions to the Premises.




     11. INDEMNITY



          11.1 Indemnity.




               (a) Tenant shall protect, indemnify, defend and hold Landlord, its partners, members,
officers, shareholders, directors, employees, agents and property managers harmless from and
against any and all losses, damages, costs, claims, attorneys’ fees, expenses, liability, fines,
and penalties arising from (i) any default or breach by Tenant in the observance or performance of
any of the terms, covenants or conditions of this Lease by Tenant or (ii) any negligence or
willful misconduct of Tenant or Tenant Representative in, on, or about the Premises, or any part
of the Project, either during or prior to occupancy or during the Term of this Lease.
Notwithstanding the foregoing, in no event shall Tenant be liable for indirect or consequential
damages of Landlord (including lost profits) however occurring.



               (b) Landlord agrees to indemnify Tenant against and save Tenant harmless from any and all
loss, cost liability, damage, and expense, including without limitation penalties, fines and
reasonable attorneys’ fees and disbursements, incurred in connection with or arising from any
gross negligence or willful misconduct of Landlord in, on, or about the Premises, or any part of
the Project, either during occupancy prior to the Term or during the Term of this Lease.
Notwithstanding the foregoing, in no event shall Landlord be liable for indirect or consequential
damages of Tenant (including lost profits) however occurring.



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          11.2 Exemption of Landlord from Liability. Landlord shall not be liable
for injury or damage which may be sustained by the person or property of Tenant, its employees,
invitees or customers, or any other person in or about the Premises caused by or resulting from
fire, steam, electricity, gas, water or rain, which may leak or flow from or into any part of the
Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers,
wires, appliances, plumbing, air conditioning, telephone cabling or wiring, or lighting fixtures of
the same, whether the damage or injury results from conditions arising upon the Premises or upon
other portions of the Building of which the Premises are a part, or from other sources unless and
to the extent that the same is the result of Landlord’s gross negligence or willful misconduct
Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of
the Building.




     12. INSURANCE



          12.1 Coverage. Tenant shall, at all times during the term of this Lease, and at its
own cost and expense, procure and continue in force the following insurance coverage:




               (a) Commercial General Liability Insurance with a combined single limit for personal or
bodily injury and property damage of not less than $2,000,000 or such other level of coverage that
Landlord may require in its reasonable judgment.



               (b) Fire and Extended Coverage Insurance, including vandalism and malicious mischief
coverage, covering and in an amount equal to the full replacement value of all fixtures, furniture
and improvements installed in the Premises by or at the expense of Tenant.



          12.2 Insurance Policies. The aforementioned minimum limits of policies shall in no
event limit the liability of Tenant hereunder. The aforesaid insurance shall name Landlord and its
partners, property manager, and mortgagees as an additional insured. Said insurance shall be with
companies having a rating of not less than A+, XI in “Best’s Insurance Guide”. Tenant shall
furnish from the insurance companies or cause the insurance companies to furnish certificates of
coverage. No such policy shall be cancelable or subject to reduction of coverage or other
modification or cancellation except after thirty (30) days prior written notice to Landlord by the
insurer. All such policies shall be written as primary policies, not contributing with and not in
excess of the coverage which Landlord may carry. Tenant shall, at least twenty (20) days prior to
the expiration of such policies, furnish Landlord with evidence of renewals or binders. Tenant
agrees that if Tenant does not take out and maintain such insurance, Landlord may (but shall not
be required to) procure said insurance on Tenant’s behalf and charge Tenant the premiums together
with a reasonable handling charge and Default Interest from the date paid by Landlord, payable
upon demand. Tenant shall have the right to provide such insurance coverage pursuant to blanket
policies obtained by Tenant, provided such blanket policies expressly afford coverage to the
Premises and to Tenant as required by this Lease.




          12.3 Landlord’s Insurance. During the term of this Lease Landlord shall maintain in
effect insurance on the Building against fire, extended coverage perils and vandalism and
malicious mischief (to the extent such coverages are available), with responsible insurers
licensed to do business in California, insuring the Building in an amount equal to at least
ninety-five percent (95%) of the replacement cost thereof, excluding foundations, footings and




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underground installations. Landlord may, but shall not be obligated to, carry insurance against
additional perils and/or in greater amounts.




          12.4 Waiver of Subrogation. Tenant and Landlord hereby waive and
release any and all right of recovery, whether arising in contract or tort, against the other,
including employees and agents, arising during the Term for any and all loss or damage to any
property located within or constituting a part of the Building or Complex, which loss or damage
arises from the perils that could be insured against under the ISO Causes of Loss-Special Form
Coverage including any deductible thereunder (whether or not the party suffering the loss or
damage actually carries such insurance, recovers under such insurance or self insures the loss or
damage) or which right of recovery arises from loss of earnings or rents resulting from loss or
damage caused by such a peril. This mutual waiver is in addition to any other waiver or release
contained in this Lease. Landlord and Tenant shall each have their insurance policies issued in
such form as to waive any right of subrogation which might otherwise exist.




     13. DAMAGE OR DESTRUCTION.



          13.1 Landlord’s Duty to Repair. If all or a substantial part of the Premises are
rendered untenantable or inaccessible by damage to all or any part of the Project from fire or
other casualty then, unless either party elects to terminate this Lease pursuant to Paragraphs
13.2 or 13.3, Landlord shall, at its expense, use its commercially reasonable efforts to repair
and restore the Premises and/or access thereto, as the case may be, to substantially their former
condition to the extent permitted by the then applicable codes, laws and regulations; provided,
however, that Tenant rather than Landlord shall be obligated at Tenant’s expense to repair or
replace Tenant’s personal property, trade fixtures and any items or improvements that are required
to be covered by Tenant’s insurance under Paragraph 12.1(b).




               If Landlord is required or elects to repair damage to the Premises and/or access thereto,
this Lease shall continue in effect but Tenant’s Base Rent and Operating Cost Payments from the
date of the casualty through the date of substantial completion of the repair shall be abated by a
proportionate amount based on the portion of the Premises that Tenant is prevented from using by
reason of such damage or its repair; provided, however, that if the casualty is the result of the
willful misconduct or negligence of Tenant or Tenant’s Representatives, there will be no such
rental abatement. In no event shall Landlord be liable to Tenant by reason of any injury to or
interference with Tenant’s business or property arising from fire or other casualty or by reason
of any repairs to any part of the Project made necessary by such casualty.



          13.2 Landlord’s Right to Terminate. Landlord may elect to terminate this Lease,
effective as of the last day of the calendar month in which such election is made, under the
following circumstances:




               (a) Where, in the reasonable judgment of Landlord, the damage cannot be substantially
repaired and restored under applicable laws and governmental regulations within one (1) year after
the date of the casualty;



               (b) Where, in the reasonable judgment of Landlord, adequate proceeds are not, for any reason,
made available to Landlord from Landlord’s insurance policies to make the required repairs;



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               (c) Where the Project is damaged or destroyed to the extent that the cost to repair and
restore the Project exceeds twenty-five percent (25%) of the full replacement cost of the Project,
whether or not the Premises are damaged or destroyed; or



               (d) Where the damage occurs within the last twelve (12) months of the term of the Lease.



                    If any of the circumstances described in this Paragraph 13.2 arise, Landlord must notify
Tenant in writing of that fact within one hundred and twenty (120) days after such circumstances
arise and in such notice Landlord must also advise Tenant whether Landlord has elected to
terminate the Lease.



          13.3 Tenant’s Right to Terminate. Tenant shall have the right to terminate this Lease
if all or a substantial part of the Premises are rendered untenantable or inaccessible by damage
to all or any part of the Project from fire or other casualty, provided that such casualty is not
the result of the willful misconduct or negligence of Tenant or Tenant’s Representatives, but only
under the following circumstances:




               (a) Tenant may elect to terminate this Lease if Landlord had the right under Paragraph 13.2
to terminate this Lease but did not elect to so terminate and Landlord failed to commence the
required repair within ninety (90) days after the date it received proceeds to commence such
repair. In such event, Tenant may terminate this Lease as of the date of the casualty by notice to
Landlord given before the earlier of the date on which Landlord commences such repair or ten (10)
days after the expiration of such ninety (90)-day period; or



               (b) Tenant may elect to terminate this Lease in the circumstance described in Subparagraph
13.2(a). In such event, Tenant may terminate this Lease as of the date of the casualty by notice
to Landlord given within thirty (30) days after Landlord’s notice to Tenant pursuant to Paragraph
13.2.



          13.4 Exclusive Rights. Landlord and Tenant each hereby agree that, notwithstanding
any law to the contrary that may now or hereafter exist, neither party shall have any right to
terminate this Lease in the event of any damage or destruction under any circumstances other than
as provided in Paragraphs 13.2 and 13.3.




     14. CONDEMNATION



          If all or a material portion of the Premises shall be taken or appropriated for public or
quasi-public use by right of eminent domain with or without litigation or transferred by agreement
in connection with such public or quasi-public use, either party hereto shall have the right at
its option, exercisable within thirty (30) days of receipt of notice of such taking, to terminate
this Lease as of the date possession is taken by the condemning authority, provided, however, that
before Tenant may terminate this Lease by reason of taking or appropriation as provided
hereinabove, such taking or appropriation shall be of such an extent and nature as to
substantially handicap, impede or impair Tenant’s use of the Premises. If any part of the Building
other than the Premises shall be so taken or appropriated, Landlord shall have the right at its
option to terminate this Lease. No award for any partial or entire taking shall be apportioned,
and Tenant hereby assigns to Landlord any award which may be made in such taking or




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condemnation, together with any and all rights of Tenant now or hereafter arising in or to the
same or any part thereof; provided, however, that nothing contained herein shall be deemed to give
Landlord any interest in or to require Tenant to assign to Landlord any award made to Tenant for
the taking of personal property and fixtures belonging to Tenant and/or for Tenant’s unamortized
cost of leasehold improvements, so long as such award to Tenant does not decrease the value of the
award that would otherwise be made to Landlord in such taking or condemnation. In the event of a
partial taking which does not result in a termination of this Lease, rent shall be abated in the
proportion which the part of Premises so made unusable bears to the rented area of the Premises
immediately prior to the taking, and Landlord, at Landlord’s cost, shall restore the Premises
remaining to an architectural whole with the Base Rent reduced in proportion to what the area
taken bears to the Premises prior to the taking. No temporary taking of the Premises and/or of
Tenant’s rights therein or under this Lease shall give Tenant the right to terminate this Lease or
to any abatement of Rent thereunder. Any award made to Tenant by reason of any such temporary
taking where Landlord does not terminate this Lease shall belong entirely to Tenant so long as
said award does not diminish Landlord’s award.




     15. ASSIGNMENT AND SUBLETTING



          15.1 Landlord’s Consent Required. Tenant shall not assign, transfer, mortgage, pledge,
hypothecate or encumber this Lease or any interest therein (each a “Transfer”), and shall not
sublet the Premises or any part thereof, without the prior written consent of Landlord and any
attempt to do so without such consent being first had and obtained shall be wholly void and shall
constitute a breach of this Lease. Notwithstanding the foregoing, a transfer to an affiliate shall
not require Landlords consent so long as Tenant remains obligated under the terms and conditions of
Lease.




          15.2 Reasonable Consent.




               (a) If Tenant complies with the following conditions, Landlord shall not unreasonably
withhold its consent to the subletting of the Premises or any portion thereof or the assignment of
this Lease. Tenant shall submit in writing to Landlord (i) the name and legal composition of the
proposed subtenant or assignee; (ii) the nature of the business proposed to be carried on in the
Premises; (iii) the terms and provisions of the proposed sublease; (iv) such reasonable financial
information as Landlord may request concerning the proposed subtenant or assignee; and (v) the
form of the proposed sublease or assignment. Within ten (10) business days after Landlord receives
all such information it shall notify Tenant whether it approves such assignment or subletting or
if it elects to proceed under Paragraph 15.8 below.



               (b) The parties hereto agree and acknowledge that, among other circumstances for which
Landlord could reasonably withhold its consent to a sublease or assignment, it shall be reasonable
for Landlord to withhold its consent where (i) the assignee or subtenant (a “Transferee”) does not
itself occupy the entire portion of the Premises assigned or sublet, (ii) Landlord reasonably
disapproves of the Transferee’s reputation or creditworthiness or the character of the business to
be conducted by the Transferee at the Premises, (iii) the Transferee’s business entails the
operation of a call center, (iv) the Transferee is an existing tenant of the Building or any of
the other buildings in the Bishop Ranch Business Park (“Bishop Ranch”), (v) the assignment or
subletting would increase the burden on the Building services or the number of people occupying
the Premises, (vi) the rental and other consideration payable by the Transferee is less than that
currently being paid by tenants under new leases of comparable



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space in the Building, or (vii) Landlord otherwise determines that the assignment or sublease would
have the effect of decreasing the value of the Project or increasing the expenses associated with
operating the Project. In no event may Tenant publicly advertise or offer all or any portion of the
Premises for assignment or sublease at a rental less than that then sought by Landlord for
comparable space in the Project.




          15.3 Excess Consideration. If Landlord consents to the assignment or sublease,
Landlord shall be entitled to receive as additional Rent hereunder 50% of any consideration paid by
the Transferee for the assignment or sublease and, in the case of a sublease, the excess of the
rent and other consideration payable by the subtenant over the amount of Base Rent and Operating
Cost Payments payable hereunder applicable to the subleased space.




          15.4 No Release of Tenant. No consent by Landlord to any assignment or subletting
by Tenant shall relieve Tenant of any obligation to be performed by Tenant under this Lease,
whether occurring before or after such consent, assignment or subletting, and the Transferee shall
be jointly and severally liable with Tenant for the payment of Rent (or that portion applicable to
the subleased space in the case of a sublease) and for the performance of all other terms and
provisions of the Lease. The consent by Landlord to any assignment or subletting shall not relieve
Tenant and any such Transferee from the obligation to obtain Landlord’s express written consent to
any subsequent assignment or subletting. The acceptance of rent by Landlord from any other person
shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent
to any assignment, subletting or other transfer. Consent to one assignment, subletting or other
transfer shall not be deemed to constitute consent to any subsequent assignment, subletting or
other transfer.




          15.5 Attorneys’ Fees. Tenant shall pay Landlord’s reasonable attorneys’ fees incurred
in connection with reviewing any proposed assignment or sublease.




          15.6 Transfer of Ownership Interest. If Tenant is a business entity, any direct or
indirect transfer of 50 percent or more of the ownership interest of the entity (whether all at
one time or over the term of the Lease) shall be deemed a Transfer.




          15.7 Effectiveness of Transfer. No permitted assignment by Tenant shall be effective
until Landlord has received a counterpart of the assignment and an instrument in which the
assignee assumes all of Tenant’s obligations under this Lease arising on or after the date of
assignment. The voluntary, involuntary or other surrender of this Lease by Tenant, or a mutual
cancellation by Landlord and Tenant, shall not work a merger, and any such surrender or
cancellation shall, at the option of Landlord, either terminate all or any existing subleases or
operate as an assignment to Landlord of any or all of such subleases.




          15.8 Landlord’s Right to Space. Notwithstanding any of the above provisions of this
Paragraph 15 to the contrary, if Tenant notifies Landlord that it desires to assign this Lease or
sublet all or any part of the Premises, Landlord, in lieu of consenting to such assignment or
sublease, may elect to terminate this Lease (in the case of an assignment or a sublease of the
entire Premises), or to terminate this Lease as it relates to the space proposed to be subleased
by Tenant (in the case of a sublease of less than the entire Premises). In such event, this Lease
(or portion thereof) will terminate on the date the assignment or sublease was to be effective,
and Landlord may lease such space to any party, including the prospective Transferee




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identified by Tenant (and if there is a partial termination, there will be a proportionate
adjustment to Base Rent and Operating Expense Payments).




          15.9 No Net Profits Leases. Anything contained in the foregoing
provisions of this Paragraph 15 to the contrary notwithstanding, neither Tenant, nor any other
person having an interest in the possession, use, occupancy or utilization of the Premises, shall
enter into any lease, sublease, license, concession or other agreement for the use, occupancy or
utilization of space in the Premises which provides for rental or other payment for such use,
occupancy or utilization based in whole or in part on the net income or profits derived by any
person from the premises leased, used, occupied or utilized (other than an amount based on a fixed
percentage or percentages of receipts or sales), and any such purported lease, sublease, license,
concession or other agreement shall be void and ineffective as a conveyance of any right or
interest in the possession, use, occupancy or utilization of any part of the Premises.




     16. SUBORDINATION



          16.1 Subordination. Except as provided in the next sentence, or as the Tenant and the
mortgagee or trustee of any “First Mortgage” (as defined below) may otherwise agree, this Lease, at
Landlord’s option, shall be subject and subordinate to all ground or underlying leases which now
exist or may hereafter be executed affecting all or any part of the Project, and to the lien of any
first mortgages or first deeds of trust (each a “First Mortgage”) in any amount or amounts
whatsoever now or hereafter placed on or against the Land or Building, Landlord’s interest or
estate therein, or any ground or underlying lease, without the necessity of the execution and
delivery of any further instruments on the part of Tenant to effectuate such subordination. If any
mortgagee or trustee of a First Mortgage or ground lessor shall elect to have this Lease prior to
the lien of its First Mortgage or ground lease, and shall give written notice thereof to Tenant,
this Lease shall be deemed prior to such First Mortgage or ground lease, whether this Lease is
dated prior to or subsequent to the date of said First Mortgage or ground lease or the date of the
recording thereof.




          16.2 Junior Liens. Tenant hereby agrees that this Lease shall be superior to the lien
of any present or future mortgages or deeds of trust that are junior to any First Mortgage.




          16.3 Subordination Agreements. Tenant will execute and deliver upon demand without
charge therefor, such further instruments evidencing the subordination of this Lease to any First
Mortgage or ground lease, or the subordination of any First Mortgage or ground lease to such
Lease, pursuant to Section 16.1, as the case may be, as may be required by Landlord. Tenant’s
failure to comply with its obligations under this Paragraph 16.3 within fifteen (15) days of
demand shall constitute an Event of Default and Landlord shall have the right, in such event, to
impose upon Tenant a monetary penalty of $1,000.00 for such non-compliance, in addition to all
other remedies available to Landlord under this Lease and by law. Tenant hereby appoints Landlord
as Tenant’s attorney-in-fact, irrevocably, to execute and deliver any such agreements,
instruments, releases or other documents.




          16.4 Attornment. If this Project is transferred to any purchaser pursuant to or in
lieu of proceedings to enforce any mortgage, deed of trust or ground lease (collectively,
“Encumbrance”), this Lease will not be barred, terminated, cut off or foreclosed nor will the
rights and possession of Tenant thereunder be disturbed if Tenant is not in default under the




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terms of the Lease. Tenant shall attorn to such purchaser as the Landlord under the Lease so long
as the rights of Tenant hereunder shall not be disturbed, diminished, or interfered with, but shall
continue in full force and effect so long as Tenant shall not be in default hereunder.




     17. QUIET ENJOYMENT



          Landlord covenants and agrees with Tenant that upon Tenant paying the Rent and performing its
other covenants and conditions under this Lease, Tenant shall have the quiet possession of the
Premises for the term of this Lease as against any persons or entities lawfully claiming by,
through or under Landlord, subject, however, to the terms of this Lease and of any Encumbrance.




     18. DEFAULT; REMEDIES



          18.1 Default. The occurrence of any of the following shall constitute an
“Event of Default” by Tenant:




               (a) Tenant fails to pay Rent when due and such failure continues for five (5) days after the
same is due;



               (b) Tenant fails to deliver any subordination agreement requested by Landlord within the
period described in Paragraph 16;



               (c) Tenant fails to deliver any estoppel certificate requested by Landlord within the period
described in Paragraph 22;



               (d) Tenant Transfers or attempts to Transfer this Lease without complying with the provisions
of Paragraph 15;



               (e) Tenant fails to observe and perform any other provision of this Lease to be observed or
performed by Tenant, where such failure continues for twenty (20) days after written notice
thereof by Landlord to Tenant; provided, however, that if the nature of the default is such that
the same cannot reasonably be cured within said twenty (20) day period, Tenant shall not be deemed
to be in default if Tenant shall within such period commence such cure and thereafter diligently
prosecute the same to completion;



               (f) Tenant abandons the Premises and fails to pay Rent when due; or



               (g) The making by Tenant of any general assignment or general arrangement for the benefit of
creditors; the filing by or against Tenant of a petition seeking relief under any law relating to
bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within
sixty (60) days); the appointment of a trustee or receiver to take possession of substantially all
of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where possession
is not restored to Tenant within thirty (30) days; or the attachment, execution or other judicial
seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in
this Lease, where such seizure is not discharged within thirty (30) days.



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          18.2 Remedies. Upon the occurrence of an Event of Default, Landlord
may, at any time thereafter exercise the following remedies, which shall be in addition to any
other rights or remedies now or hereafter available to Landlord at law or in equity:




               (a) Maintain this Lease in full force and effect and recover Rent as it becomes due, without
terminating Tenant’s right to possession irrespective of whether Tenant shall have abandoned the
Premises. In the event Landlord elects not to terminate the Lease, Landlord shall have the right to
attempt to relet the Premises at such rent and upon such conditions and for such a term, and to do
all acts necessary to maintain or preserve the Premises as Landlord deems reasonable and necessary
without being deemed to have elected to terminate the Lease, including removal of all persons and
property from the Premises; such property may be removed and stored in a public warehouse or
elsewhere at the cost of and for the account of Tenant. In the event any such reletting occurs,
rents received by Landlord from such subletting shall be applied (i) first, to the payment of the
costs of maintaining, preserving, altering and preparing the Premises for subletting and other
costs of subletting, including but not limited to brokers’ commissions, attorneys’ fees and
expenses of removal of Tenant’s personal property, trade fixtures, alterations and leasehold
improvements; (ii) second, to the payment of Rent then due and payable; (iii) third, to the payment
of future Rent as the same may become due and payable hereunder; and (iv) fourth, the balance, if
any, shall be paid to Tenant upon (but not before) expiration of the term of this Lease. If the
rents received by Landlord from such subletting, after application as provided above, are
insufficient in any month to pay the Rent due and payable hereunder for such month, Tenant shall
pay such deficiency to Landlord monthly upon demand. Notwithstanding any such subletting for
Tenant’s account without termination, Landlord may at any time thereafter, by written notice to
Tenant, elect to terminate this Lease by virtue of a previous Event of Default. During the
continuance of an Event of Default, for so long as Landlord does not terminate Tenant’s right to
possession of the Premises, Landlord shall not unreasonably withhold its consent to an assignment
of this Lease or a sublease of the Premises as set forth in Paragraph 15.2 — “Reasonable Consent”.



               (b) Terminate Tenant’s right to possession of the Premises at any time by written notice to
Tenant, in which case Tenant shall immediately surrender possession of the Premises to Landlord.
Tenant expressly acknowledges that in the absence of such written notice from Landlord, no other
act of Landlord, including, but not limited to, its re-entry into the Premises, its efforts to
relet the Premises, its reletting of the Premises for Tenant’s account, its storage of Tenant’s
personal property and trade fixtures, its acceptance of keys to the Premises from Tenant or its
exercise of any other rights and remedies under this Paragraph 18.2, shall constitute an
acceptance of Tenant’s surrender of the Premises or constitute a termination of this Lease or of
Tenant’s right to possession of the Premises. If Landlord terminates Tenant’s right to possession
in writing, Landlord shall be entitled to recover from Tenant all damages as provided in
California Civil Code Section 1951.2 or any other applicable existing or future law, ordinance or
regulation providing for recovery of damages for such breach, including but not limited to the
following:



                    (1) The reasonable cost of recovering the Premises; plus



                    (2) The reasonable cost of removing Tenant’s alterations, trade fixtures and
Above-Standard Improvements; plus



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                    (3) All unpaid Rent due or earned hereunder prior to the date of termination, less the
proceeds of any reletting or any rental received from subtenants prior to the date of termination
applied as provided in subsection (a) above, together with interest at the Default Rate, on such
sums from the date such Rent is due and payable until the date of the award of damages; plus



                    (4) The amount by which the Rent which would be payable by Tenant hereunder, including
Operating Cost Payments as reasonably estimated by Landlord, from the date of termination until
the date of the award of damages exceeds the amount of such rental loss Tenant proves could have
been reasonably avoided, together with interest at the Default Rate on such sums from the date
such Rent is due and payable until the date of the award of damages; plus



                    (5) The amount by which the Rent which would be payable by Tenant hereunder, including
Operating Cost Payments, as reasonably estimated by Landlord, for the remainder of the then term,
after the date of the award of damages exceeds the amount of such rental loss as Tenant proves
could have been reasonably avoided, discounted at the discount rate published by the Federal
Reserve Bank of San Francisco for member banks at the time of the award plus one percent (1 %);
plus



                    (6) Such other amounts in addition to or in lieu of the foregoing as may be permitted from
time to time by applicable law.



               (c) During the continuance of an Event of Default, Landlord
may enter the Premises without terminating this Lease and remove all Tenant’s personal
property, and trade fixtures from the Premises. If Landlord removes such property from the
Premises and stores it at Tenant’s risk and expense, and if Tenant fails to pay the cost of
such
removal and storage after written demand therefor and/or to pay any Rent then due, after the
property has been stored for a period of thirty (30) days or more Landlord may sell such
property
at public or private sale, in the manner and at such times and places as Landlord in its sole
discretion deems commercially reasonable following reasonable notice to Tenant of the time
and
place of such sale. The proceeds of any such sale shall be applied first to the payment of
the
expenses for removal and storage of the property, preparation for and conducting such sale,
and
attorneys’ fees and other legal expenses incurred by Landlord in connection therewith, and
the
balance shall be applied as provided in subsection (a) above.



                    Tenant hereby waives all claims for damages that may be caused by Landlord’s reentering and
taking possession of the Premises or removing and storing Tenant’s personal property pursuant to
this Paragraph, and Tenant shall hold Landlord harmless from and against any loss, cost or damage
resulting from any such act. No reentry by Landlord shall constitute or be construed as a forcible
entry by Landlord.



               (d) Landlord may cure the Event of Default at Tenant’s
expense. If Landlord pays any sum or incurs any expense in curing the Event of Default,
Tenant
shall reimburse Landlord upon demand for the amount of such payment or expense with interest
at the Default Rate from the date the sum is paid or the expense is incurred until Landlord
is
reimbursed by Tenant.



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          18.3 Late Charges. Tenant hereby acknowledges that late payment by Tenant to Landlord
of Rent will cause Landlord to incur costs not contemplated by this Lease, the exact amount of
which will be extremely difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges. Accordingly, if any installment of Base Rent or Operating Costs
Payments is not received by Landlord or Landlord’s designee within five (5) days of the date such
amount shall be due, or if any installment of other Rent is not received by Landlord or Landlord’s
designee on or before the date such amount shall be due, Tenant shall pay to Landlord a late
charge equal to ten percent (10%) of such overdue amount. The parties hereby agree that such late
charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of
late payment by Tenant. Acceptance of such late charge by Landlord shall in no event constitute a
waiver of Tenant’s default with respect to such overdue amount nor prevent Landlord from
exercising any of the other rights and remedies granted hereunder.




          18.4 Interest. In addition to the late charges referred to above which are intended
to defray Landlord’s costs resulting from late payments, any payment of Rent which is not paid
within five (5) days after the date due shall, at Landlord’s option, bear interest from the due
date of any such payment to the date the same is paid at the Default Rate, provided, however, that
if Landlord imposes a late charge on any overdue payment, such overdue payment shall not begin to
bear interest under this Paragraph 18.4 until thirty (30) days after the due date thereof.




          18.5 Default by Landlord. Landlord shall not be in default unless Landlord fails to
perform obligations required of Landlord within a reasonable time, but in no event later than
thirty (30) days after written notice by Tenant to Landlord and to any mortgagee, trustee or ground
lessor of the Project (each a “Holder”) whose name and address shall have theretofore been
furnished to Tenant in writing, specifying that Landlord has failed to perform such obligations;
provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30)
days are required for performance, then Landlord shall not be in default if Landlord commences
performance within such thirty (30) day period and thereafter diligently prosecutes the same to
completion.




     19. PARKING



          Tenant and Tenant’s employees, invitees and customers shall have the right to use the parking
areas of the Building free of charge subject to such regulations as Landlord shall adopt from time
to time and apply to all tenants of the Project, and subject to the right of Landlord to restrict
the use by Tenant and Tenant’s Representatives when in the sole judgment of Landlord such use is
excessive for the parking area in relationship to the reasonable use required by other Tenants
(i.e. above 3.5 spaces per 1,000 square feet of the Premises). If Landlord becomes obligated under
applicable laws or regulations or any other directive of any governmental or quasi-governmental
authority to pay or assess fees or charges for parking in the Building’s parking area, Tenant
shall pay such amounts to Landlord as additional Rent.




     20. RELOCATION OF PREMISES



          20.1 Conditions. For the purpose of maintaining an economical and
proper distribution of Tenants throughout Bishop Ranch acceptable to Landlord, Landlord shall have
the right from time to time during the term of this Lease to relocate the Premises within Bishop
Ranch, subject to the following terms and conditions:




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               (a) The rented and usable areas of the new Premises must be of
equal size to the existing Premises (subject to a variation of up to ten percent (10%)
provided the
amount of Base Rent payable under this Lease is not increased);



               (b) Landlord shall pay the cost of providing tenant improvements in the new Premises
comparable to the tenant improvements in the existing Premises;



               (c) Landlord shall pay the expenses reasonably incurred by Tenant in connection with such
substitution of Premises, including but not limited to costs of moving, door lettering, telephone
relocation and reasonable quantities of new stationery;



          20.2 Notice. Landlord shall deliver to Tenant written notice of Landlord’s election to relocate the Premises, specifying the new location and the amount of rent
payable therefore at least sixty (60) days prior to the date the relocation is to be effective. If
the relocation of the Premises is not acceptable to Tenant, Tenant for a period of ten (10) days
after receipt of Landlord’s notice to relocate shall have the right (by delivering written notice
to Landlord) to terminate this Lease. If Tenant so notifies Landlord, Landlord at its option may
withdraw its relocation notice, in which event this Lease shall continue and Tenant shall not be
relocated, or accept Tenant’s termination notice, in which event this Lease shall terminate
effective as of the date the relocation was to be effective.




     21. MORTGAGEE PROTECTION.



     Tenant agrees to give any Holder, by registered mail, a copy of any notice of default served
upon the Landlord, provided that prior to such notice Tenant has been notified in writing (by way
of notice of assignment of rents and leases, or otherwise) of the address of such Holder. If
Landlord shall have failed to cure such default within the time period set forth in Paragraph 18.5
the Holder shall have an additional thirty (30) days within which to cure such default or if such
default cannot be cured within that time, then such additional time as may be necessary to cure
such default (including the time necessary to foreclose or otherwise terminate its Encumbrance, if
necessary to effect such cure), and this Lease shall not be terminated so long as such remedies
are being diligently pursued.



     22. ESTOPPEL CERTIFICATES.



          (a) Upon ten (10) days’ notice from Landlord, Tenant shall execute and
deliver to Landlord, in form provided by or satisfactory to Landlord, a certificate stating that
this Lease is in full force and effect, describing any amendments or modifications hereto,
acknowledging that this Lease is subordinate or prior, as the case may be, to any Encumbrance and
stating any other information Landlord may reasonably request, including the term of this Lease,
the monthly Base Rent, the estimated Operating Cost Payments, the date to which Rent has been
paid, the amount of any security deposit or prepaid Rent, whether either party hereto is in
default under the terms of the Lease, whether Landlord has completed its construction obligations
hereunder and any other information reasonably requested by Landlord. Any person or entity
purchasing, acquiring an interest in or extending financing with respect to the Project shall be
entitled to rely upon any such certificate. Tenant shall be liable to Landlord for any damages
incurred by Landlord including any profits or other benefits from any financing of the




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Project or any interest therein which are lost or made unavailable as a result, directly or
indirectly, of Tenant’s failure or refusal to timely execute or deliver such estoppel certificates.




          (b) Tenant’s failure to deliver such statement within such time shall be
conclusive upon Tenant:




               (1) That this Lease is in full force and effect, without modification except as
may be represented by Landlord;



               (2) That there are no uncured defaults in Landlord’s performance; and



               (3) That not more than one month’s Rent has been paid in advance; and



               (4) That Landlord has completed its construction obligations.



          (c) If Landlord desires to finance or refinance the Building, or any part
thereof, Tenant hereby agrees to deliver to any lender designated by Landlord such financial
statements of Tenant as may be reasonably required by such lender. Such statements shall
include the past three years’ financial statements of Tenant. All such financial statements
shall be received by Landlord in confidence and shall be used only for the purposes herein set
forth.




     23. SURRENDER, HOLDING OVER



          23.1 Surrender. Upon the expiration or termination of this Lease, Tenant shall
surrender the Premises to Landlord in its original condition, except for reasonable wear and tear
and damage from casualty or condemnation; provided, however, that prior to the expiration or
termination of this Lease Tenant shall remove from the Premises all Tenant’s personal property,
trade fixtures, alterations and other Above-Standard Improvements that Tenant has the right or is
required by Landlord to remove under the provisions of this Lease. Tenant shall also be
responsible for removal of all telephone cables and wires, CRT, data and telephone equipment, and
any other form of cabling that exists in Tenant’s space. If any of such removal is not completed
at the expiration or termination of this Lease, Landlord may remove the same at Tenant’s expense.
Any damage to the Premises or the Building caused by such removal shall be repaired promptly by
Tenant or, if Tenant fails to do so, Landlord may do so at Tenant’s expense, in which event Tenant
shall immediately reimburse Landlord for such expenses together with interest at the Default rate
until so paid. Tenant’s obligations under this Paragraph shall survive the expiration or
termination of this Lease. Upon expiration or termination of this Lease or of Tenant’s possession,
Tenant shall surrender all keys to the Premises or any other part of the Building and shall make
known to Landlord the combination of locks on all safes, cabinets and vaults that may be located
in the Premises.



          
23.2 Holding Over. If Tenant remains in possession of the Premises after the
expiration or termination of this Lease, Tenant’s continued possession shall be on the basis of a
tenancy at the sufferance of Landlord, and Tenant shall continue to comply with or perform all the
terms and obligations of the Tenant under this Lease, except that the Base Rent during Tenant’s
holding over shall be one hundred fifty percent (150%) of the monthly Base Rent payable in the
last month prior to the termination or expiration hereof. Tenant shall indemnify



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and hold Landlord harmless from and against all claims, liability, damages, costs or expenses,
including reasonable attorneys fees and costs of defending the same, incurred by Landlord and
arising directly or indirectly from Tenant’s failure to timely surrender the Premises, including
(i) any loss, cost, penalties, or damages, including lost profits, claimed by any prospective
tenant of the Premises, and (ii) Landlord’s damages as a result of such prospective tenant
rescinding or refusing to enter into the prospective lease of the Premises by reason of such
failure to timely surrender the Premises.




     24. HAZARDOUS MATERIALS



          Tenant shall not (either with or without negligence) cause or permit the escape, disposal or
release of any biologically or chemically active or other hazardous substances or materials.
Tenant shall not allow the storage or use of such substances or materials in any manner not
sanctioned by law or by the highest standards prevailing in the industry for the storage and use
of such substances or materials, nor allow to be brought into the Project any such materials or
substances except to use in the ordinary course of Tenant’s business, and then only after written
notice is given to Landlord of the identity of such substances or materials. Without limitation,
hazardous substances and materials shall include those described in the Comprehensive
Environmental Response Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601
et seq., any applicable state or local laws and the regulations adopted under these acts. If any
lender or governmental agency shall ever require testing to ascertain whether or not there has
been any release of hazardous materials, then Tenant shall promptly notify Landlord of the same,
and the reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand as
additional charges if such requirement applies to the Premises. Landlord shall have the right, but
not the obligation, to enter the Premises at any reasonable time to perform any required testing,
to confirm Tenant’s compliance with the provisions of this Paragraph, and to perform Tenant’s
obligations under this Paragraph if Tenant has failed to do so. In addition, Tenant shall execute
affidavits, representations and the like from time to time at Landlord’s request concerning
Tenant’s best knowledge and belief regarding the presence of hazardous substances or materials on
the Premises. In all events, Tenant shall indemnify Landlord in the manner elsewhere provided in
this Lease from any release of hazardous materials on the Premises occurring while Tenant is in
possession, or elsewhere if caused by Tenant or persons acting under Tenant. The within covenants
shall survive the expiration or earlier termination of the lease term.




     25. MISCELLANEOUS



          25.1 Attornment. Upon any transfer by Landlord of Landlord’s interest in the Premises
or the Building (other than a transfer for security purposes only), Tenant agrees to attorn to any
transferee or assignee of Landlord.




          25.2 Captions; Attachments; Defined Terms



               (a) The captions of the paragraphs of this Lease are for
convenience only and shall not be deemed to be relevant in resolving any question of
interpretation or construction of any paragraph of this Lease. The provisions of this Lease shall
be construed in accordance with the fair meaning of the language used and shall not be strictly
construed against either party. When required by the contents of this Lease, the singular includes



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the plural. Wherever the term “including” is used in this Lease, it shall be interpreted as meaning
“including, but not limited to,” the matter or matters thereafter enumerated.




               (b) Exhibits attached hereto, and addenda and schedules initialed by the parties, are deemed
to constitute part of this Lease and are incorporated herein.



               (c) The words “Landlord” and “Tenant” as used herein, shall include the plural as well as the
singular. Words used in neuter gender include the masculine and feminine and words in the masculine
or feminine gender include the neuter. The obligations of this Lease as to a Tenant which consists
of husband and wife shall extend individually to their sole and separate property as well as
community property.



          25.3 Entire Agreement. This Lease along with any exhibits and attachments hereto
constitutes the entire agreement between Landlord and Tenant relative to the Premises, and this
Lease and the exhibits and attachments may be altered, amended or revoked only by instrument in
writing signed by both Landlord and Tenant. Landlord and Tenant agree hereby that all prior or
contemporaneous oral agreements between and among themselves and their agents or representatives
relative to the leasing of the Premises are merged in or revoked by this Lease.




          25.4 Severability. If any term or provision of this Lease shall, to any extent, be
determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of
this Lease shall not be affected thereby, and each term and provision of this Lease shall be valid
and be enforceable to the fullest extent permitted by law.




          25.5 Costs of Suit




               (a) If Tenant or Landlord brings any action for the enforcement or interpretation of this
Lease, including any suit by Landlord for the recovery of Rent or possession of the Premises, the
losing party shall pay to the prevailing party a reasonable sum for attorneys’ fees. The
“prevailing party” will be determined by the court before whom the action was brought based upon
an assessment of which party’s major arguments or positions taken in the suit or proceeding could
fairly be said to have prevailed over the other party’s major arguments or positions on major
disputed issues in the court’s decision.



               (b) Should Landlord, without fault on Landlord’s part, be made a party to any litigation
instituted by Tenant or by any third party against Tenant, or by or against any person holding
under or using the Premises by license of Tenant, or for the foreclosure of any lien for labor or
material furnished to or for Tenant or any such other person or otherwise arising out of or
resulting from any act or transaction of Tenant or of any such other person, Tenant covenants to
save and hold Landlord harmless from any judgment rendered against Landlord or the Premises or any
part thereof, and all costs and expenses, including reasonable attorneys’ fees, incurred by
Landlord in or in connection with such litigation.



          25.6 Time; Joint and Several Liability. Time is of the essence of this
Lease and each and every provision hereof, except as to the conditions relating to the
delivery of
possession of the Premises to Tenant. All the terms, covenants and conditions contained in
this
Lease to be performed by either party, if such party shall consist of more than one person or




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organization, shall be deemed to be joint and several, and all rights and remedies of the parties
shall be cumulative and nonexclusive of any other remedy at law or in equity.




          25.7 Binding Effect; Choice of Law. The parties hereto agree that all provisions
hereof are to be construed as both covenants and conditions as though the words imparting such
covenants and conditions were used in each separate paragraph hereof. Subject to any provisions
hereof restricting assignment or subletting by Tenant, all of the provisions hereof shall bind and
inure to the benefit of the parties hereto and their respective heirs, legal representatives,
successors and assigns. This Lease shall be governed by the laws of the State of California.



          25.8 Waiver. No covenant, term or condition or the breach thereof shall be deemed
waived, except by written consent of the party against whom the waiver is claimed, and any waiver
or breach of any covenant, term or condition shall not be deemed to be a waiver of any preceding
or succeeding breach of the same or any other covenant, term or condition. Acceptance by Landlord
of any performance by Tenant after the time the same shall have become due shall not constitute a
waiver by Landlord of the breach or default of any covenant, term or condition unless otherwise
expressly agreed to by Landlord in writing.



          25.9 Force Majeure. In the event Landlord is delayed, interrupted or prevented from
performing any of its obligations under this Lease, including its obligations under the Work
Letter, and such delay, interruption or prevention is due to fire, act of God, governmental act,
strike, labor dispute, unavailability of materials or any other cause outside the reasonable
control of Landlord, then the time for performance of the affected obligations of Landlord shall
be extended for a period equivalent to the period of such delay, interruption or prevention. Each
day of delay under this Subsection shall result in one (1) Scheduled Commencement Adjustment Day.



          25.10 Landlord’s Liability. The term “Landlord”, as used in this Lease, shall mean
only the owner or owners of the Project at the time in question. Notwithstanding any other term or
provision of this Lease, the liability of Landlord for its obligations under this Lease is limited
solely to Landlord’s interest in the Project as the same may from time to time be encumbered, and
no personal liability shall at any time be asserted or enforceable against any other assets of
Landlord or against Landlord’s stockholders, directors, officers or partners on account of any of
Landlord’s obligations or actions under this Lease. In addition, in the event of any conveyance of
title to the Building or the Project, then from and after the date of such conveyance, Landlord
shall be relieved of all liability with respect to Landlord’s obligations to be performed under
this Lease after the date of such conveyance. Upon any conveyance of title to the Building or the
Project, the grantee or transferee, by accepting such conveyance, shall be deemed to have assumed
Landlord’s obligations to be performed under this Lease from and after the date of transfer,
subject to the limitations on liability set forth above in this Paragraph 25.10. In no event will
Landlord be liable under this Lease for consequential or indirect damages or loss of profits.



          25.11 Consents and Approvals. Wherever the consent, approval, judgment or
determination of Landlord is required or permitted under this Lease, Landlord may exercise its
good faith business judgment in granting or withholding such consent or approval or in making such
judgment or determination without reference to any extrinsic standard of reasonableness, unless
the provision providing for such consent, approval, judgment or determination specifies



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that Landlord’s consent or approval is not to be unreasonably withheld, or that such judgment or
determination is to be reasonable, or otherwise specifies the standards under which
Landlord may withhold its consent. If it is determined that Landlord failed to give its consent
where it was required to do so under this Lease, Tenant shall be entitled to specific performance
but not to monetary damages for such failure, unless Landlord withheld its consent maliciously and
in bad faith.




               The review and/or approval by Landlord of any item to be reviewed or approved by Landlord
under the terms of this Lease or any Exhibits hereto shall not impose upon Landlord any
liability for accuracy or sufficiency of any such item or the quality or suitability of such
item for its intended use. Any such review or approval is for the sole purpose of protecting
Landlord’s interest in the Project under this Lease, and no third parties, including Tenant or
Tenant’s Representatives or any person or entity claiming by, through or under Tenant, shall
have any rights hereunder.



          25.12 Signs. Tenant shall not place or permit to be placed in or upon the Premises
where visible from outside the Premises or any part of the Building, any signs, notices, drapes,
shutters, blinds or displays of any type without the prior consent of Landlord. Landlord shall
include Tenant in the Building directories located in the Building. Landlord reserves the right
in Landlord’s sole discretion to place and locate on the roof, exterior of the Building, and in
any area of the Building not leased to Tenant such signs, notices, displays and similar items as
Landlord deems appropriate in the proper operation of the Building.



          25.13 Rules and Regulations. Tenant and Tenant’s Representatives shall observe and
comply fully and faithfully with all reasonable and nondiscriminatory rules and regulations
adopted by Landlord for the care, protection, cleanliness and operation of the Building and its
tenants including those annexed to this Lease as Exhibit D and any modification or addition
thereto adopted by Landlord, provided Landlord shall give written notice thereof to Tenant.
Landlord shall not be responsible to Tenant for the nonperformance by any other tenant or
occupant of the Building of any of said rules and regulations.



          
25.14 Notices. All notices or demands of any kind required or desired to be given
by Landlord or Tenant hereunder shall be in writing and shall be personally delivered, sent in
the United States mail, certified or registered, postage prepaid, or sent by private messenger,
addressed to the Landlord or Tenant respectively at the addresses set forth below:



	 	 	 
	Landlord:

	 	Tenant:


	Alexander Properties Company

	 	Mr. Tom Logan, CEO
	One Annabel Lane

	 	Global Monitoring Systems, Inc.
	Suite 201

	 	3000 Executive Parkway, Suite 518
	San Ramon, CA 94583

	 	San Ramon, CA 94583






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or such other address as shall be established by notice to the other pursuant to this paragraph.
Notices personally delivered or delivered by private messenger shall be deemed delivered when
received at the address for such party designated pursuant to this paragraph. Notices sent by mail
shall be deemed delivered on the earlier of the third business day following deposit thereof with
the United States Postal Service or the delivery date shown on the return receipt prepared in
connection therewith. Notwithstanding the foregoing, Landlord shall have the right, upon notice to
Tenant thereof, to eliminate personal delivery as an effective means of notice hereunder.




          25.15 Authority. If Tenant is a corporation or a partnership, each individual
executing this Lease on behalf of Tenant represents and warrants that Tenant is a duly organized
and validly existing entity, the persons signing on behalf of Tenant, are duly authorized to
execute and deliver this Lease on behalf of Tenant and this Lease is binding upon Tenant in
accordance with its terms. If Tenant is a corporation, Tenant shall, within thirty (30) days after
execution of this Lease, deliver to Landlord a certified copy of a resolution of the board of
directors of said corporation authorizing or ratifying the execution of this Lease.



          25.16 Lease Guaranty. Intentionally Deleted.



          25.17 Brokers. Tenant warrants and represents to Landlord that in the negotiating or
making of this Lease neither Tenant nor anyone acting on its behalf has dealt with any real estate
broker or finder who might be entitled to a fee or commission for this Lease other than MCC Realty
Group, whose commission is to be paid by Landlord. Tenant agrees to indemnify and hold Landlord
harmless from any claim or claims, including costs, expenses and attorney’s fees incurred by
Landlord asserted by any other broker or finder for a fee or commission based upon any dealings
with or statements made by Tenant or its agents, employees or representatives.



          25.18 Reserved Rights. Landlord retains and shall have the rights set forth below,
exercisable without notice and without liability to Tenant for damage or injury to property,
person or business and without effecting an eviction, constructive or actual, or disturbance of
Tenant’s use or possession of the Premises or giving rise to any claim for set-off or abatement of
Rent, to reduce, increase, enclose or otherwise change at any time and from time to time the size,
number, location, layout and nature of the common areas and facilities and other tenancies and
premises in the Project and to create additional rentable areas through use or enclosure of common
areas.



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     Landlord and Tenant have executed this Lease on the date and year set forth at the beginning
of this Lease.



	 	 	 	 	 	 	 
	Landlord:	 	Tenant:
	 
	Alexander Properties Company, 

a California partnership	 	Global Monitoring Systems, Inc.
	 	 	 	 	 	 	 
	By:

	 	/s/ Illegible 	 	By:	 	/s/ Illegible 
	 

	 	 

Title: CFO
	 	 	 	 

Title: CEO
	 
	 	 	 	 	 	 
	By:
	 	/s/ Illegible 	 	 	 	 
	 

	 	 

Title: CONTROLLER	 	 	 	 






29









 






EXHIBIT A









			
	2,394 RSF
	 	Please Initial
	Bishop Ranch 8, Building Q	 	 
	3000 Executive Parkway, Suite 518
	 	Tenant (          )
	San Ramon, CA 94583
	 	Landlord (          )






 









 











Please Initial




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Landlord (          )




 









 





EXHIBIT B




WORK LETTER




INTENTIONALLY DELETED




Please
Initial


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Landlord (          )





 









 








EXHIBIT C




SPACE PLAN




INTENTIONALLY DELETED




Please Initial




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EXHIBIT D




RULES AND REGULATIONS




     1. No sign, placard, picture, advertisement, name or notice shall be inscribed, displayed,
printed, affixed or otherwise displayed by Tenant on or to any part of the outside or inside of the
Building or the Premises without the prior written consent of Landlord and Landlord shall have the
right to remove any such sign, placard, picture, advertisement, name or notice without notice to
and at the expense of Tenant. All approved signs or lettering on doors shall be printed, painted,
affixed or inscribed at the expense of Tenant by a person approved by Landlord. Tenant shall not
place anything or allow anything to be placed near the glass of any window, door, partition or wall
which may appear unsightly from outside the Premises; provided, however that Tenant may request
Landlord to furnish and install a building standard window covering at all exterior windows at
Tenant’s cost. Tenant shall not install any radio or television antenna, loud speaker, or other
device on or about the roof area or exterior walls of the Building.



     2. The sidewalks, halls, passages, exits, entrances, elevators and stairways shall not be
obstructed by Tenant or used by it for any purpose other than for ingress to and egress from the
Premises. The halls, passages, exits, entrances, elevators, stairways, balconies and roof are not
for the use of the general public and Landlord shall in all cases retain the right to control and
prevent access thereto by all persons whose presence in the judgment of the Landlord shall be
prejudicial to the safety, character, reputation and interests of the Building and its tenants,
provided that nothing herein contained shall be construed to prevent such access to the common
areas by persons with whom Tenant normally deals in the ordinary course of its business unless
such persons are engaged in illegal activities. In no event may Tenant go upon the roof of the
Building.



     3. Landlord will
furnish Tenant with 10 keys to the Premises, free of charge. Additional keys
shall be obtained only from Landlord and Landlord may make a reasonable charge for such additional
keys. No additional locking devices shall be installed in the Premises by Tenant, nor shall any
locking devices be changed or altered in any respect without the prior written consent of
Landlord. All locks installed in the Premises excluding Tenant’s vaults and safes, or special
security areas (which shall be designated by Tenant in a written notice to Landlord), shall be
keyed to the Building master key system. Landlord may make reasonable charge for any additional
lock or any bolt (including labor) installed on any door of the Premises. Tenant, upon the
termination of its tenancy, shall deliver to Landlord all keys to doors in the Premises.



     4. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any
purpose other than that for which they were constructed and no foreign substance of any kind
whatsoever shall be deposited therein and Tenant shall bear the expense of any breakage, stoppage
or damage resulting from its violation of this rule.



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     5. Tenant shall not overload the floor of the Premises or mark, drive nails, screw or drill
into the partitions, woodwork or plaster or in any way deface the Premises or any part thereof. No
boring, cutting or stringing of wires or laying of linoleum or other similar floor coverings or
installation of wallpaper or paint shall be permitted except with the prior written consent of the
Landlord and as the Landlord may direct.



     6. Tenant may use the
freight elevators in accordance with such reasonable scheduling as
Landlord shall deem appropriate. Tenant shall schedule with Landlord, by written notice given no
less than forty-eight (48) hours in advance, its move into or out of the Building which moving
shall occur after 5:30 p.m. or on weekend days if required by Landlord; and Tenant shall reimburse
Landlord upon demand for any additional security or other charges incurred by Landlord as a
consequence of such moving. The persons employed by Tenant to move equipment or other items in or
out of the Building must be acceptable to Landlord. The floors, corners and walls of elevators and
corridors used for moving of equipment or other items in or out of the Project must be adequately
covered, padded and protected and, Landlord may provide such padding and protection at Tenant’s
expense if Landlord determines that such measures undertaken by Tenant or Tenant’s movers are
inadequate. Landlord shall have the right to prescribe the weight, size and position of all safes
and other heavy equipment or furnishings brought into the Building and also the times and manner
of moving the same in or out of the Building. Safes or other heavy objects shall, if considered
necessary by Landlord, stand on wood strips of such thickness as is necessary to properly
distribute the weight. Landlord will not be responsible for loss of or damage to any such safe or
property from any cause and all damage done to the Building by moving or maintaining any such safe
or other property shall be repaired at the expense of Tenant. There shall not be used in any
space, or in the public halls of the Building, either by any Tenant or others, any hand trucks
except those equipped with rubber tires and side guards.



     7. Tenant shall not employ any person or persons other than the janitor of Landlord for the
purpose of cleaning the Premises unless otherwise agreed to by Landlord in writing. Except with
the written consent of Landlord, no person or persons other than those approved by Landlord shall
be permitted to enter the Building for the purpose of cleaning the same. 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 in no way be responsible to any Tenant for any loss of
property on the Premises, however occurring, or for any damage done to the effects of Tenant by
the janitor or any other employee or any other person. Janitor service will not be furnished on
nights when rooms are occupied after 9:30 p.m. Window cleaning shall be done only by Landlord.



     8. Tenant shall not use or keep in the Premises or the Building any kerosene, gasoline or
flammable, combustible or noxious fluid or material, or use any method of heating or air
conditioning other than that supplied by Landlord. Tenant shall not use, keep or permit or suffer
the Premises to be occupied or used in a manner offensive or objectionable to the Landlord or
other occupants of the Building by reason of noise, odors and/or vibrations, or interfere in any
way with other tenants or those having business therein, nor shall any animals or birds be brought
in or kept in or about the Premises or the Building. Tenant shall not make or permit to



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Landlord (          )




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be made any unseemly or disturbing noises or disturb or interfere with occupants of this or
neighboring Buildings or premises or those having business with them whether by the use of any
musical instrument, radio, phonograph, unusual noise, or in any other way.




     9. The Premises shall not be used for the storage of merchandise except as such storage may be incidental to the use of the Premises for general office purposes. Tenant shall not
occupy or permit any portion of the Premises to be occupied for the manufacture or sale of liquor,
narcotics, or tobacco in any form. The Premises shall not be used for lodging or sleeping or for
any illegal purposes. No cooking shall be done or permitted by Tenant on the Premises, except that
use by Tenant of Underwriters’ Laboratory approved portable equipment for brewing coffee, tea and
similar beverages and of microwave ovens approved by Landlord shall be permitted provided that such
use is in accordance with all applicable federal, state and local laws, codes, ordinances, rules
and regulations.



     10. Landlord will direct electricians as to where and how telephone wires and any other
cables or wires are to be installed. No boring or cutting for cables or wires will be allowed
without the consent of Landlord. The location of telephones, call boxes and other office equipment
affixed to the Premises shall be subject to the approval of Landlord.



     11. Tenant shall not lay linoleum, tile, carpet or other similar floor covering so that the
same shall be affixed to the floor of the Premises in any manner except as approved by the
Landlord. Tenant shall bear the expense of repairing any damage resulting from a violation of this
rule or removal of any floor covering.



     12. No furniture, packages, supplies, equipment or merchandise will be received in the
Building or carried up or down in the elevators, except between such hours and in such elevators
as shall be designated by Landlord. In its use of such, Tenant shall not obstruct or permit the
obstruction of walkways, ingress and egress to the Building and tenant spaces and at no time shall
Tenant park vehicles which will create traffic and safety hazards or create other obstructions.



     13. On Saturdays, Sundays and legal holidays all day, and on other days between the hours of
7:00 p.m. and 7:00 a.m. the following day, access to the Building or to the halls, corridors,
elevators, or stairways in the Building, or to the Premises may be refused unless the person
seeking access is known to the person or employee of the Building in charge and has a pass or is
properly identified. Landlord shall in no case be liable for damages for any error with regard to
the admission to or exclusion from the Building of any person. Tenant assumes all responsibility
for protecting its Premises from theft, robbery and pilferage. In case of invasion, mob, riot,
public excitement, or other commotion, the Landlord reserves the right to prevent access to the
Building during the continuance of the same by closing the doors or otherwise, for the safety of
the Tenants and protection of property in the Building and the Building. Landlord reserves the
right to close and keep locked all entrance and exit doors of the Building on Saturdays, Sundays
and legal holidays all day, and on other days between the hours of 7:00 p.m. and 7:00 a.m. and
during such further hours as Landlord may deem advisable for the adequate



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protection of said Building and the property of its tenants, and to implement such additional
security measures as Landlord deems appropriate for such purposes. The cost of such additional
security measures, as reasonably allocated by Landlord to Tenant, shall be reimbursed by Tenant
within thirty (30) days after receipt of Landlord’s demand therefor.




     14. Tenant shall see that the doors of the Premises are closed and securely locked before
leaving the Building and must observe strict care and caution that all water faucets, water
apparatus and utilities are entirely shut off before Tenant or Tenant’s employees leave the
Building, and that all electricity shall likewise be carefully shut off, so as to prevent waste or
damage and for any default or carelessness Tenant shall make good all injuries sustained by other
tenants or occupants of the Building or Landlord. On multiple-tenancy floors, all tenants shall
keep the doors to the Building corridors closed at all times except for ingress and egress, and all
tenants shall at all times comply with any rules and orders of the fire department with respect to
ingress and egress.



     15. Landlord reserves the right to exclude or expel from the Building 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 any of the rules and regulations of the Building.



     16. Landlord shall attend to the requests of Tenant after notice thereof from Tenant by
telephone, in writing or in person at the Office of the Landlord. Employees of Landlord shall not
perform any work or do anything outside of their regular duties unless under special instructions
from the Landlord.



     17. No vending machine or machines of any description shall be installed, maintained or
operated upon the Premises without the written consent of the Landlord.



     18. Tenant agrees that it shall comply with all fire and security regulations that may be
issued from time-to-time by Landlord and Tenant also shall provide Landlord with the name of a
designated responsible employee to represent Tenant in all matters pertaining to such fire or
security regulations.



     19. Landlord may waive any one or more of these Rules and Regulations for the benefit of any
particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of
those Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from
thereafter enforcing any such Rules and Regulations against any or all of the tenants of the
Project.



     20. Canvassing, soliciting, peddling or distribution of handbills or other written material
in the Building and Project is prohibited and Tenant shall cooperate to prevent same.



     21. Landlord reserves the right to (i) select the name of the Project and Building and to
make such change or changes of name, street address or suite numbers as it may deem appropriate
from time to time, (ii) grant to anyone the exclusive right to conduct any business or render any
service in or to the Building and its tenants, provided such exclusive right shall not



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4









 







operate to require Tenant to use or patronize such business or service or to exclude Tenant from
its use of the Premises expressly permitted in the Lease, and (iii) reduce, increase, enclose or
otherwise change at any time and from time to time the size, number, location, layout and nature
of the common areas and facilities and other tenancies and premises in the Project and to create
additional rentable areas through use or enclosure of common areas. Tenant shall not refer to the
Project by any name other than the name as selected by Landlord (as same may be changed from time
to time), or the postal address, approved by the United States Post Office. Without the written
consent of Landlord, Tenant shall not use the name of the Building or Bishop Ranch Business Park
in connection with or in promoting or advertising the business of Tenant or in any respect except
as Tenant’s address.




     22. Tenant shall store all its trash and garbage within the Premises until removal of same to
such location in the Project as may be designated from time to time by Landlord. No material shall
be placed in the Project trash boxes or receptacle if such material is of such nature that it may
not be disposed of in the ordinary and customary manner of removing and disposing of trash and
garbage in the City of San Ramon without being in violation of any law or ordinance governing such
disposal.



     23. Landlord shall furnish heating and air conditioning during the hours of 7:00 a.m. and
7:00 p.m., Monday through Friday, except for holidays. In the event Tenant requires heating and
air conditioning during off hours, Saturdays, Sundays or holidays, Landlord shall on notice
provide such services at the rate established by Landlord from time-to-time. Landlord shall have
the right to control and operate the public portions of the Building and the public facilities,
and heating and air conditioning, as well as facilities furnished for the common use of the
Tenants, in such manner as it deems best for the benefit of the Tenants generally.



     24. The directory of the Building will be provided for the display of the name and location
of tenants and Landlord reserves the right to exclude any other names therefrom. Any additional
name that Tenant shall desire to place upon the directory must first be approved by Landlord and,
if so approved, a charge will be made for each such name.



     25. Except with the prior written consent of Landlord, Tenant shall not sell, or permit the
sale from the Premises of, or use or permit the use of any sidewalk or common area adjacent to the
Premises for the sale of newspapers, magazines, periodicals, theater tickets or any other goods,
merchandise or service, nor shall Tenant carry on, or permit or allow any employee or other person
to carry on, business in or from the Premises for the service or accommodation of occupants of any
other portion of the Building, nor shall the Premises be used for manufacturing of any kind, or
for any business or activity other than that specifically provided for in Tenant’s lease.



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     26. The word “Tenant” occurring in these Rules and Regulations shall mean Tenant
and Tenant’s Representatives. The word “Landlord” occurring in these Rules and Regulations shall
mean Landlord’s assigns, agents, clerks, employees and visitors.



ACKNOWLEDGED AND ACCEPTED:




	 	 	 	 	 	 	 	 	 	 	 
	Landlord:



	 	 
	 	Tenant:
	 	 
	By:

	 	/s/ Illegible
	 	 
	 	By:
	 	/s/ Illegible
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	12/28/05
	 	 	 	Date:
	 	12/22/05	 	 







6











 





EXHIBIT E




JANITORIAL SPECIFICATIONS



The following specific janitorial services will be provided in accordance with provisions of
Paragraph 7.1, Landlord’s Obligations:




OFFICE AREAS (DAILY)





	1.	 	Empty all waste baskets and disposal cans, if liners used, replace as necessary.
	 
	2.	 	Spot dust desks, chairs, file cabinets, counters and furniture.
	 
	3.	 	Spot vacuum all carpets and walk-off mats; spot as necessary.
	 
	4.	 	Sweep all hard surface floors with treated dust mop.





OFFICE AREAS (WEEKLY)





	1.	 	Vacuum carpets completely, including around base boards, etc.
	 
	2.	 	Perform low dusting of furniture.
	 
	3.	 	Dust window sills and ledges.





OFFICE AREAS (QUARTERLY)





	1.	 	Perform all high dusting of doors, sashes, moldings, etc.

	 
	2.	 	Dust mini blinds as needed.





OFFICE AREA CORRIDORS AND LOBBIES (DAILY SERVICE)





	1.	 	Vacuum carpets and dust mop any hard floors.
	 
	2.	 	Spot clean carpets of all spillage.
	 
	3.	 	Clean all thresholds.





OFFICE AREA CORRIDORS AND LOBBIES (WEEKLY)





	1.	 	Perform all high dusting of doors, sashes, moldings, etc.
	 
	2.	 	Vacuum and clean all ceiling vents.
	 
	3.	 	Polish any metal railings, placards, etc.





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STAIRWAYS (DAILY)





	1.	 	Sweep all hard surface steps.
	 
	2.	 	Dust banisters.





STAIRWAYS (WEEKLY)





	1.	 	Sweep all hard surfaces.
	 
	2.	 	Spot mop all spills as needed.





RESTROOMS COMMON AREA (DAILY SERVICE)





	1.	 	Empty all waste containers and replace liners as needed.
	 
	2.	 	Clean all metal, mirrors, and fixtures.
	 
	3.	 	Sinks, toilet bowls and urinals are to be kept free of scale.
	 
	4.	 	Clean all lavatory fixtures using disinfectant cleaners.
	 
	5.	 	Wash and disinfect underside and tops of toilet seats.
	 
	6.	 	Wipe down walls around urinals.
	 
	7.	 	Refill soap, towel, and tissue dispensers.
	 
	8.	 	Wet mop tile floors with disinfectant solution.
	 
	9.	 	Refill sanitary napkin machines as necessary.





RESTROOMS COMMON AREA (WEEKLY)





	1.	 	Perform high dusting and vacuum vents.
	 
	2.	 	Use germicidal solution in urinal traps, lavatory traps, and floor drains.





RESTROOMS COMMON AREA (MONTHLY)





	1.	 	Scrub floors with power machine.
	 
	2.	 	Wash down all ceramic tile and toilet compartments.





ELEVATORS (DAILY)





	1.	 	Vacuum floors.
	 
	2.	 	Clean thresholds.
	 
	3.	 	Spot walls and polish surfaces.





GENERAL



All glass entry doors to offices, corridors, or lunch rooms are to be cleaned as necessary.




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EXHIBIT F




DOOR SIGN, DIRECTORY STRIP AND MAIL BOX REQUEST





	1.	 	I, the undersigned, hereby authorize Landlord to order one glass door sign. The business name on
it shall be: (For full specifications for glass door signage, please contact your Property Manager
at 925/277-1700)
	 
	 	 	Mirion Technologies
	 
	2.	 	The lobby directory strip shall read:
	 
	 	 	Mirion Technologies

(23 characters max)
	 
	3.	 	The floor directory strip shall read:
	 
	 	 	Mirion Technologies
(23 characters max)
	 
	4.	 	The mail box strip shall read:
	 
	 	 	Mirion Technologies
	 
	5.	 	Daily Contact Name: Thomas Logan
	 
	 	 	Phone: 925 487-7656             
           
  Fax:                     
	 
	 	 	Email: TLOGAN@Dosimetry.com
	 
	 	 	Signed: /s/ Illegible                     Date: 10/22/05





	 	 	 	 	 
	 

	 	Building Address:
	 	3000 Executive Parkway
	 
	 	 	 	 
	 

	 	Suite No:
	 	518
	 
	 	 	 	 
	 

	 	Building:
	 	Q
	 
	 	 	 	 
	 

	 	Complex:
	 	8
















 






EXHIBIT G




COMMENCEMENT OF LEASE




INTENTIONALLY DELETED