Q3 2009 Exhibit 10.2




                                                                                     Exhibit 10.2 




OFFICE LEASE


THIS OFFICE LEASE is executed this    19    day of
    August    , 2009 by and between DUKE CONSTRUCTION LIMITED
PARTNERSHIP, an Indiana limited partnership ("Landlord"), and TEKELEC, a California corporation doing business in North Carolina as
Tekelec, Inc. ("Tenant").


ARTICLE 1 - LEASE OF PREMISES


Section 1.01.  Basic Lease Provisions and Definitions.


(a)Leased Premises (shown outlined in Exhibit A hereto):  Suite 100 of the building (the "Building")
located at 5200 West Paramount Parkway, Morrisville, North Carolina, 27560, within Perimeter Park (the "Park").


(b)Rentable Area:  approximately 160,747 rentable square feet.  


(c)Tenant's Proportionate Share:  100%.


(d)Minimum Annual Rent: 


	

Year 1

	

$2,411,205.00


	

Year 2-9

	

(subject to abatement and increases
pursuant to Section 3.01 hereof)






(e)Monthly Rental Installments: 


	


Months 1-12

	

$200,933.75


	


Months 13-108

	

(subject to abatement and increases
pursuant to Section 3.01 hereof)






(f)Intentionally Omitted.


(g)Commencement Date:  August 1, 2009.


(h)Lease Term:  Nine (9) years.


(i)Security Deposit:  $84,937.36.


(j)Broker:  W.C. Pinkard & Co., Inc. representing Tenant.


(k)Permitted Use:  General office purposes; product research and development; general product testing; electrical laboratory testing
and procedures all related to the telecommunications industry.


(l)Address for notices and payments are as follows:


	

Landlord:

	

Duke Construction Limited Partnership

   c/o Duke Realty Corporation

   Attn.:  Raleigh Market - Vice President, 

   Asset Management & Customer Service

   3005 Carrington Mill Road, Suite 100

   Morrisville, North Carolina, 27560











	

With a copy to:

	

   Duke Construction Limited Partnership 

   c/o Duke Realty Corporation

   Attn:  Raleigh Market Attorney

   3950 Shackleford Road, Suite 300

   Duluth, Georgia 30096-8268






	

With

Payments to:

	

        Duke Construction Limited Partnership 

       75 Remittance Drive, Suite 3230 

       Chicago, Illinois 60675-3230 






	

Tenant:

	

   Tekelec 

   5200 West Paramount Parkway

   Morrisville, North Carolina 27560






EXHIBITS

   Exhibit A - Leased Premises

   Exhibit B - Intentionally Omitted 

   Exhibit C - Intentionally Omitted

   Exhibit D - Intentionally Omitted

   Exhibit E - Rules and Regulations

   Exhibit F- Perimeter Two Refusal Space

   Exhibit G- Perimeter One Refusal Space 

   Exhibit H - Adjacent Land

   Exhibit I- BLS Index


Section 1.02.  Lease of Premises.  Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the
Leased Premises, under the terms and conditions herein, together with a non-exclusive right, in common with others, to use the following
(collectively, the "Common Areas"): the areas of the Park that are designed for use in common by all tenants of the Park and their respective
employees, agents, customers, invitees and others.  


ARTICLE 2 - TERM AND POSSESSION


Section 2.01.  Term.  The Commencement Date and Lease Term shall be as set forth in Sections 1.01(g) and
1.01(h) above. 


Section 2.02.  Condition of the Leased Premises. Tenant has personally inspected the Leased Premises and
accepts the same "AS IS" without representation or warranty by Landlord of any kind. 


Section 2.03.  Surrender of the Leased Premises.  Upon the expiration or earlier
termination of this Lease, Tenant shall, at its sole cost and expense, immediately (a) surrender the Leased Premises to Landlord in
broom-clean condition and in good order, condition and repair, subject to normal wear and tear and casualty, (b) remove from the Leased Premises or
where located  (i) Tenant's Property (as defined in Section 8.01 below), (ii) all data and communications equipment, wiring and
cabling (including above ceiling, below raised floors and behind walls), and (iii) if requested by Landlord, any alterations required to be
removed pursuant to Section 7.03 below  and the manufacturing area (which shall include the


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removal of the lift and the Generators
(as defined in Section 17.09 below) and restoration of loading dock), and (c) repair any damage caused by any such removal and
restore the Leased Premises to the condition existing upon the commencement date of the Existing Lease (as defined in Section
17.02 below), reasonable wear and tear excepted.  All of Tenant's Property that is not removed within ten (10) business days following
Landlord's written demand therefor shall be conclusively deemed to have been abandoned and Landlord shall be entitled to dispose of such
property at Tenant's cost without incurring any liability to Tenant.  This Section 2.03 shall survive the expiration or any earlier
termination of this Lease. Notwithstanding anything to the contrary contained herein, Tenant may submit a written request to Landlord no later
than ninety (90) days prior to the date upon which this Lease is set to expire of its desire to leave its wiring and cabling in the Building.
Landlord shall provide a written response to any such request by Tenant within thirty (30) days after its receipt of same advising Tenant as to
whether (i) Tenant must remove all wiring and cabling from the Building at the expense of Tenant prior to the vacation by Tenant of the
Building, or (ii) Tenant may leave all wiring and cabling in the Building.  


Section 2.04.  Holding Over.  If Tenant retains possession of the Leased Premises
after the expiration or earlier termination of this Lease, Tenant shall be a tenant at sufferance at one hundred twenty-five percent (125%) of the
Monthly Rental Installments and Annual Rental Adjustment (as hereinafter defined) for the Leased Premises in effect upon the date of such
expiration or earlier termination, and otherwise upon the terms, covenants and conditions herein specified, so far as applicable.  Acceptance
by Landlord of rent after such expiration or earlier termination shall not result in a renewal of this Lease, nor shall such acceptance create a
month-to-month tenancy.  In the event a month-to-month tenancy is created by operation of law, either party shall have the right to terminate
such month-to-month tenancy upon thirty (30) days' prior written notice to the other, whether or not said notice is given on the rent paying date.
This Section 2.04 shall in no way constitute a consent by Landlord to any holding over by Tenant upon the expiration or earlier
termination of this Lease, nor limit Landlord's remedies in such event.


ARTICLE 3 - RENT



Section 3.01.  Base Rent.  Except as otherwise expressly provided for in this Lease, Tenant shall pay to Landlord
the Minimum Annual Rent in the Monthly Rental Installments in advance, without demand, deduction or offset, on the Commencement Date
and on or before the first day of each and every calendar month thereafter during the Lease Term.  The Monthly Rental Installments for partial
calendar months shall be prorated.  


The parties agree that the Minimum Annual Rent shall be increased on each anniversary of the Commencement Date in an amount equal
to the US Department of Labor, Bureau of Labor Statistics Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI-W),
Seasonally Adjusted (SA), U.S. City Average, All Items, 1982-84=100 (herein collectively defined as "BLS Index") for the twelve (12) month
period ending two (2) months prior to the expiration of the current lease year (as used herein, a "lease year" shall refer to the twelve (12)
month period beginning on the Commencement Date, or anniversary thereof, as applicable).  


Notwithstanding the foregoing, in no event shall the Minimum Annual Rent payable during any subsequent lease year as adjusted hereby
be less than a one percent (1%) increase over the Minimum Annual Rent paid during the immediately preceding lease year or more than a two
and one-half percent (2.5%) increase over the Minimum Annual Rent paid during the immediately preceding lease year.  Monthly Rental
Installments shall be an amount equal to one twelfth (1/12) of the Minimum Annual Rent.


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Based on a Commencement Date of August 1, 2009, the initial twelve (12) month period shall be June 2009 through May 2010.  The
parties agree that the initial "BLS Index" shall be calculated by summing the individual one (1) month percent changes for the
twelve (12) month period described above.  By way of example, as illustrated on the chart attached hereto as Exhibit I, the
"BLS Index" for the period June 2008 through May 2009 calculates to an aggregate negative (-) 1.5%.  Therefore, in this instance,
the minimum 1.0% increase shall apply.


If the Bureau of Labor Statistics shall discontinue publication of said "BLS Index" or shall adopt a new method of computing the
"BLS Index", the parties agree to use a published price or cost index or published data as comparable as possible to the "BLS
Index" prior to the change in such method.  If the "BLS Index" has not been published for any of the time periods set forth
above, Landlord shall use the most recent publication dates available.


Notwithstanding anything contained in Section 1.01 (d) or (e), Landlord hereby excuses Tenant from the payment of Monthly
Rental Installments for July 1, 2011 through October 31, 2011, July 1, 2012 through October 31, 2012, and July 1, 2015 through October 31,
2015 of the Lease Term.  Notwithstanding anything to the contrary contained herein, in the event Tenant is in Default under this Lease
beyond any applicable cure period on the first day of the month of any excused rent payment, Tenant shall not be entitled to such excused
rent. The payment of any such excused rent shall be deducted from any Accelerated Rent Difference or Accelerated Rent to which Landlord
maybe entitled under Section 13.02.



Section 3.02.  Annual Rental Adjustment Definitions.


(a)"Annual Rental Adjustment" shall mean the amount of Tenant's Proportionate Share of Building Operating Expenses and
Building Common Area and prorata share of Park Common Area expenses for a particular calendar year.  Tenant's prorata share of Park
Common Area expenses shall be calculated by dividing the total acreage of the parcel upon which the Building is located by the total acreage
of that portion of the Park that is encumbered by the protective covenants.



(b)"Operating Expenses" shall mean the amount of all of Landlord's reasonable costs and expenses paid
or incurred in operating, repairing, replacing and maintaining the Building and the Common Areas in good condition and repair for a particular
calendar year (including all additional costs and expenses that Landlord reasonably determines that it would have paid or incurred during such
year if the Building had been fully occupied), including by way of illustration and not limitation, the following: all Real Estate Taxes (as
hereinafter defined), insurance premiums and deductibles; water, sewer, electrical and other utility charges other than the separately billed
electrical and other charges paid by Tenant as provided in this Lease (or other tenants in the Building); painting; stormwater discharge fees;
service and other charges incurred in the repair, replacement, operation and maintenance of the elevators; washing of windows at intervals
reasonably established by Landlord; base building life safety equipment; tools and supplies; repair costs; landscape maintenance costs;
security patrols; license, permit and inspection fees; management fees (which shall not exceed 3% of the gross rental receipts for the
Building); administrative fees; supplies, costs, wages and related employee benefits payable for the management, maintenance and operation
of the Building; maintenance, repair and replacement of the driveways, parking areas, curbs and sidewalk areas (including snow and ice
removal), landscaped areas, drainage strips, sewer lines, exterior walls, foundation, structural frame, roof, gutters and lighting; and
maintenance and repair costs, dues, fees and assessments incurred under any covenants or charged by any owners association.  The cost of
any Operating Expenses that are capital in nature shall be amortized over the useful life of the improvement (as reasonably determined by
Landlord), and only the amortized


                                              -4-







portion shall be included in Operating Expenses.  Notwithstanding anything contained to the contrary herein,
Tenant shall have the right to directly contract for elevator maintenance, pest control, window washing, landscaping and trash removal services
upon thirty (30) days written notice to Landlord and subject to Landlord's consent, and after the expiration or earlier termination if allowable, of
any existing Landlord contracts, in which case the costs of such services shall be paid by Tenant directly to such vendor and not be included in
the Operating Expenses.


Operating Expenses shall not include the following:




	costs of selling, ground leasing, syndicating or financing, mortgaging or hypothecating any interest of
Landlord in the Building (including the costs of defending any lawsuits in connection with any of the foregoing); payments of principal, interest
and other amounts under any Mortgage or other secured debt; and all rent and other payments due under any ground lease; 


	marketing costs, brokerage fees, leasing commissions, legal fees, advertising and promotional expenses, design
fees, space planners' fees, improvement allowances, and construction costs (including permit, license and inspection fees) incurred in
connection with lease of space in the Building; 


	legal fees and costs, settlements, judgments or awards arising out of any disputes between Landlord and any
other tenant or occupant of the Building (or prospective tenants or occupants), or between Landlord and its employees or agents not engaged
in Building operations; 


	costs associated with the operation of the business of the ownership entity which constitutes "Landlord" (as
distinguished from the cost of Building operations), including the costs of corporate overheard, general administrative expenses, accounting
and legal matters related thereto; 


	bad debt loss, rent loss, or reserves (except for the premiums, if any, for rent loss insurance); 


	late charges, fines, penalties and liquidated damages payable by Landlord as a result of Landlord's unwillingness
or inability to make payments when due; 


	capital costs incurred in connection with the original construction of the Building or in connection with any major
structural change in or to the Building, such as adding or deleting floors;


	the wages and benefits of any employee who does not devote substantially all of his or her employed time to the
Building unless such wages and benefits are appropriately prorated (but in no event above the level of VP Asset Management or
equivalent);


	rentals and other related expenses incurred in leasing air conditioning systems, elevators or other equipment, the
cost of which, if purchased, would be excluded from Operating Expenses as a capital cost, except for equipment not affixed to the Building
which is used in providing janitorial or similar services, and further excepting from this exclusion such equipment rented or leased to remedy or
ameliorate an emergency condition in the Building; 


	costs for the acquisition of sculptures, paintings, fountains or other objects of art in excess of $5,000.00 in the
aggregate per calendar year; 



                                              -5-








	rent for any office space occupied by Building management personnel to the extent the size or rental rate of such
office space exceeds the size or fair market rental value of office space occupied by management personnel of comparable buildings in
Raleigh, with adjustment where appropriate for the size of the applicable Building; 


	costs arising from Landlord's charitable or political contributions; 


	costs of monitoring, testing, reporting, management, removal or remediation (collectively, "Hazardous Materials
Compliance Actions") incurred in connection with any Hazardous Material existing at the Building as of the date of initial occupancy of the
Building by Tenant; 


	any Operating Expense which is not billed to Tenant within two (2) years following the end of the calendar year in
which such Operating Expense became payable by Landlord, specifically excluding the amortization of capitals as permitted below;  


	costs of capital improvements undertaken in the Building, except  such capital improvements as (i) are reasonably
anticipated by Landlord to effect economies in the operation or maintenance of the Building, or any portion thereof; (ii) are undertaken for the
purpose of enhancing or maintaining the Building/site integrity, general security and safety of occupants of the Building;  (iii) are required under
any Law enacted on or after the original occupancy of the Building by Tenant, The cost of each capital improvement permitted to be included in
Operating Expenses shall be amortized over the reasonably estimated useful life of the item, at an interest rate equal to Landlord's actual cost
of funds; 


	the cost of all deductible and self-insured retention amounts paid or incurred by Landlord (collectively, "Landlord
Deductible Amounts"), to the extent such costs would exceed a commercially reasonable amount; 


	the cost of any services or utilities that are provided directly to and payable directly by any tenant of the Building;



	expenses arising out of the operation, management, maintenance or repair of any retail or other non-office
premises in the Building;  


	compensation paid to clerks, attendants, or other persons in any concierge (not including any messenger or
reception desk) or commercial concessions operated by Landlord, its agents, contractors, vendors or affiliates; 


	depreciation on the Building; 


	costs representing amounts paid to an affiliate of Landlord for services or materials which are in excess of the amounts which would have
been paid in the absence of such relationship;
	Repairs and replacements for which and to the extent that Landlord has been reimbursed by insurance and/or paid pursuant to warranties;
and


	validated parking for any entity, except for validated parking for vendors and others coming to the management
office of the Building for building management business. 




                                              -6-






(c)"Tenant's Proportionate Share of Operating Expenses" shall mean an amount equal to the product of
Tenant's Proportionate Share times the Building Operating Expenses and Building Common Area and prorata share of Park Common Area
expenses.


(d)"Real Estate Taxes" shall mean any form of real estate tax or assessment or service payments in lieu thereof, and any
license fee, commercial rental tax, improvement bond or other similar charge or tax (other than inheritance, personal income or estate taxes)
imposed upon the Building or Common Areas, or against Landlord's business of leasing the Building, by any governmental authority having the
power to so charge or tax, together with reasonable costs and expenses of contesting the validity or amount of the Real Estate Taxes.


Section 3.03.  Payment of Additional Rent.


(a)Any amount required to be paid by Tenant hereunder (exclusive of Minimum Annual Rent) and any charges or expenses incurred
by Landlord on behalf of Tenant under the terms of this Lease shall be considered "Additional Rent" payable in the same manner and upon the
same terms and conditions as the Minimum Annual Rent reserved hereunder, except as set forth herein to the contrary.  Any failure on the part
of Tenant to pay such Additional Rent when and as the same shall become due shall entitle Landlord to the remedies available to it for
non-payment of Minimum Annual Rent.  


(b)In addition to the Minimum Annual Rent specified in this Lease, Tenant shall pay to Landlord as Additional Rent for the Leased
Premises, in each calendar year or partial calendar year during the Lease Term, an amount equal to the Annual Rental Adjustment for such
calendar year.  Landlord shall estimate the Annual Rental Adjustment annually, and Landlord shall endeavor to provide written notice thereof
to Tenant at least thirty (30) days prior to the beginning of each calendar year but Landlord shall provide written notice to Tenant at least fifteen
(15) days prior to the beginning of each calendar year.  Tenant shall pay to Landlord each month, at the same time the Monthly Rental
Installment is due, an amount equal to one-twelfth (1/12) of the estimated Annual Rental Adjustment.  If Operating Expenses increase during a
calendar year, Landlord may increase the estimated Annual Rental Adjustment during such year by giving Tenant written notice to that effect
at least thirty (30) days prior to such increase, and thereafter Tenant shall pay to Landlord, in each of the remaining months of such year, an
amount equal to the amount of such increase in the estimated Annual Rental Adjustment divided by the number of months remaining in such
year.  Within a reasonable time after the end of each calendar year, Landlord shall prepare and deliver to Tenant a statement showing the
actual Annual Rental Adjustment.  Within thirty (30) days after receipt of the aforementioned statement, Tenant shall pay to Landlord, or
Landlord shall credit against the next rent payment or payments due from Tenant, as the case may be, the difference between the actual
Annual Rental Adjustment for the preceding calendar year and the actual amount paid by Tenant during such year.  This Section 3.03
shall survive the expiration or any earlier termination of this Lease.


Section 3.04.  Late Charges.  Tenant acknowledges that Landlord shall incur certain
additional unanticipated administrative and legal costs and expenses if Tenant fails to pay timely any payment required hereunder.  Therefore,
in addition to the other remedies available to Landlord hereunder, if any payment required to be paid by Tenant to Landlord hereunder shall
become overdue, such unpaid amount shall bear interest from the due date thereof to the date of payment at the prime rate of interest, as
reported in the Wall Street Journal (the "Prime Rate") plus six percent (6%) per annum; provided, however, that Tenant shall not be liable for
late charges for the period of the one-time Default which is subject to the grace period granted to Tenant under Section 13.01(a).



                                              -7-







Section 3.05.  Right to Audit.  Tenant will be entitled from time to time to audit and verify the operations of the Building and the
related books and records of Landlord to assure that the Operating Expenses from time to time reported by Landlord are in keeping with the
provisions of this Agreement.  As to any calendar year, any undertaking by Tenant must be initiated within sixty (60) days of receipt by
Tenant of the statement from Landlord identifying the Annual Rental Adjustment; and absent fraud or gross negligence on Landlord's part, the
Operating Expenses as timely reported by Landlord for the calendar year will be deemed controlling upon the expiration of Tenant's audit and
verification rights for such calendar year.  In the event of any errors, the appropriate party will make a correcting payment in full to the
other party within thirty (30) days after the determination and written communication to all parties of the amount of such error. 
In the event of any errors on the part of Landlord in excess of seven percent (7%) of Operating Expenses for any calendar year,
Landlord will reimburse Tenant for all costs of an audit reasonably incurred by Tenant, such costs not to exceed Seven Hundred Fifty and
00/100 Dollars ($750.00).


ARTICLE 4 - SECURITY DEPOSIT


Tenant has previously deposited with Landlord the Security Deposit equal to Eighty-Four Thousand Nine Hundred Thirty-Seven
and 36/100 Dollars ($84,937.36) as security for the performance by Tenant of all of Tenant's obligations contained in this Lease.  In the event
of a default by Tenant, Landlord may apply all or any part of the Security Deposit to cure all or any part of such default; provided, however, that
any such application by Landlord shall not be or be deemed to be an election of remedies by Landlord or considered or deemed to be
liquidated damages. Tenant agrees to promptly, upon demand, deposit such additional sum with Landlord as may be required to maintain the
full amount of the Security Deposit.  All sums held by Landlord pursuant to this section shall be without interest and may be commingled by
Landlord. At the end of the Lease Term, provided that there is then no uncured default or any repairs required to be made by Tenant pursuant
to Section 2.03 above or Section 7.03 below, Landlord shall return the Security Deposit to Tenant.

ARTICLE 5 - OCCUPANCY AND USE


Section 5.01.  Use.  Tenant shall use the Leased Premises for the Permitted Use and
for no other purpose without the prior written consent of Landlord, not to be unreasonably withheld, conditioned or delayed.


Section 5.02.  Covenants of Tenant Regarding Use.  


(a)Tenant shall (i) use and maintain the Leased Premises and conduct its business thereon in a safe, careful, reputable and lawful
manner, (ii) comply with all covenants that encumber the Building and all laws, rules, regulations, orders, ordinances, directions and
requirements of any governmental authority or agency, now in force or which may hereafter be in force, including, without limitation, those
which shall impose upon Landlord or Tenant any duty with respect to or triggered by a change in the use or occupation of, or any improvement
or alteration to, the Leased Premises, and (iii) comply with and obey all reasonable directions, rules and regulations of Landlord, including the
Building Rules and Regulations attached hereto as Exhibit E and made a part hereof, as may be modified in writing from
time to time by Landlord on reasonable written notice to Tenant, provided, however, that except in the event of changes compelled by
governing law, Landlord shall not alter any of its directions, rules, or regulations in a manner that would materially adversely affect Tenant;
provided that (a) in the event of any conflict between said rules and regulations and the
express terms of this Lease, the Lease shall control, (b) such rules and regulations are for the safety, care, order, and cleanliness of the
Building and the Common Areas, (c) such rules and regulations do not materially interfere with the Permitted Use, (d) such rules and
regulations do not require payment of additional monies, and (e) such rules and regulations are uniformly enforced in a non-discriminatory
manner.  


                                              -8-






(b)Tenant shall not do or permit anything to be done in or about the Leased Premises that will in any way cause a nuisance, obstruct
or interfere with the rights of other tenants or occupants of the Building, if any, or injure or annoy them.  Landlord shall not be responsible to
Tenant for the non-performance by any other tenant or occupant of the Building, if any, of Landlord's directions, rules and regulations, but
agrees that any enforcement thereof shall be done uniformly.  Tenant shall not overload the floors of the Leased Premises.  All damage to the
floor structure or foundation of the Building due to improper positioning or storage of items or materials shall be repaired by Tenant at the sole
expense of Tenant, provided that Tenant is able to affect such repairs within thirty (30) days of the occurrence of such damage.  If Tenant is
unable to complete such repairs within thirty (30) days, then, Landlord shall make such repairs at the sole expense of Tenant, who shall
reimburse Landlord immediately therefor upon demand for reasonable expenses related thereto upon receipt of reasonable documentation.
Tenant shall not use the Leased Premises, nor allow the Leased Premises to be used, for any purpose other than the Permitted Use or in any
manner that would (i) invalidate any policy of insurance now or hereafter carried by Landlord on the Building, or (ii) increase the rate of
premiums payable on any such insurance policy unless Tenant reimburses Landlord for any increase in premium charged.  Upon written
documentation evidencing that Tenant's use was the proximate cause of such increase, Tenant shall reimburse Landlord for such increase;
provided that Tenant receives notice and an opportunity to cure prior to being charged for such increase.


Section 5.03.  Landlord's Rights Regarding Use.  Without limiting any of Landlord's rights specified elsewhere in this
Lease (a) Landlord shall have the right at any time, upon written notice to Tenant, to control, change or otherwise alter the Common Areas in
such manner as it deems necessary or proper, and (b) Landlord, its agents, employees and contractors and any mortgagee of the Building
shall have the right to enter any part of the Leased Premises at reasonable times upon reasonable notice (except in the event of an emergency
where no notice shall be required) for the purposes of examining or inspecting the same (including, without limitation, testing to confirm
Tenant's compliance with this Lease), showing the same to prospective purchasers, mortgagees, showing (within the last twelve (12) months
of the Lease Term and at reasonable times or any time during the Lease Term in the event of a Default hereunder) the same to prospective
tenants, and making such repairs, alterations or improvements to the Leased Premises or the Building as Landlord may deem necessary or
desirable.  Except as provided in Article 8 below, Landlord shall incur no liability to Tenant for such entry, nor shall such entry constitute an
eviction of Tenant or a termination of this Lease, or entitle Tenant to any abatement of rent therefor; provided, however, that except in case of
an emergency, Landlord shall use reasonable efforts to minimize any interruption to Tenant's business operation during entry by Landlord into
the Leased Premises and Landlord, except in case of emergency shall be accompanied by Tenant and follow Tenant's protocol.


ARTICLE 6 - UTILITIES AND OTHER BUILDING SERVICES


Tenant shall obtain in its own name and pay directly to the appropriate supplier the cost of all utilities and services, including cleaning and
janitorial services, serving the Leased Premises.  However, if any services or utilities are jointly metered with other property, Landlord shall
make a reasonable determination of Tenant's proportionate share of the cost of such utilities and services (at rates that would have been
payable if such utilities and services had been directly billed by the utilities or services providers) and Tenant shall pay such share to Landlord
within thirty (30) days after receipt of Landlord's written statement.  Notwithstanding the provisions of Section 17.13(c), Landlord shall
not be liable in damages or otherwise for any failure or interruption of any utility or other Building service and no such failure or interruption
shall entitle Tenant to terminate this Lease or withhold sums due hereunder.


                                              -9-






ARTICLE 7 - REPAIRS, MAINTENANCE AND ALTERATIONS


Section 7.01.  Repair and Maintenance of Building.  Landlord shall maintain in good
condition and make all necessary repairs, replacements, and maintenance to the roof, sprinkler systems, exterior
walls, exterior doors, foundation, structural frame of the Building, windows, corridors, the
parking and landscaped areas and other Common Areas, serving the Leased Premises and the Common
Areas ( in accordance with Section 7.02 of this Lease), and Landlord shall use reasonable efforts to keep all equipment used in
common with other tenants, if any, in good condition and repair..  The cost of such repairs, replacements and maintenance shall be included in
Operating Expenses to the extent provided in Section 3.02; provided however, to the extent any such repairs, replacements or
maintenance are required because of the negligence, misuse or Default of Tenant, its employees, agents, contractors, customers or invitees,
Landlord shall make such repairs at Tenant's sole expense. Repairs shall be commenced within five (5) business days after receiving written
notice from Tenant of the need for such repair or replacement.  


Section 7.02.  Repair and Maintenance of Leased Premises.  Tenant shall, at its own cost and expense, maintain the
Leased Premises in good condition, regularly servicing and promptly making all repairs and replacements thereto, unless repair is necessitated
by Landlord's negligence as it relates to Landlord's obligations in Section 7.01, including but not limited to the electrical systems,
heating and air conditioning systems, plate glass, floors, windows and doors, non-base building life safety and/or critical cooling equipment,
and plumbing systems.  Tenant shall obtain a preventive maintenance contract on the heating, ventilating and air-conditioning systems and
provide Landlord with a copy thereof.  The preventive maintenance contract shall meet or exceed Landlord's standard maintenance criteria,
and shall provide for the inspection and maintenance of the heating, ventilating and air conditioning system on at least a semi-annual basis.
Nothing in this Article 7 shall obligate Landlord or Tenant to repair normal wear and tear to any paint, wall covering or carpet in the
Leased Premises.


Section 7.03.  Alterations.  


(a)Tenant shall not permit alterations in or to the Leased Premises unless and until Landlord has approved the plans therefor in
writing, which approval shall not be unreasonably withheld, conditioned or delayed.  As a condition of such approval, Landlord may require
Tenant to remove the alterations and restore the Leased Premises upon termination of this Lease; otherwise, all such alterations shall at
Landlord's option become a part of the realty and the property of Landlord, and shall not be removed by Tenant.  However, Tenant shall not be
required to remove any such alteration unless at the time Tenant requested Landlord's consent to such installation Landlord notified Tenant in
writing that the alteration must be removed at the time of surrendering the Leased Premises.  Tenant shall ensure that all alterations shall be
made in accordance with all applicable laws, regulations and building codes, in a good and workmanlike manner and of quality equal to or
better than the original construction of the Building.  No person shall be entitled to any lien derived through or under Tenant for any labor or
material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute Landlord's consent to the creation of any
lien.  If any lien is filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to
Tenant, Tenant shall cause such lien to be discharged of record within thirty (30) days after filing.  Tenant shall indemnify Landlord from all
costs, losses, expenses and attorneys' fees in connection with any construction or alteration and any related lien.  Tenant agrees that Duke
Construction Limited Partnership or a subsidiary or affiliate of Landlord shall be permitted to bid as general contractor for any alterations to the
Leased Premises.  In the event Duke Construction Limited Partnership or a subsidiary or affiliate of Landlord is not the general contractor for
any alterations to the Leased Premises, (i) Tenant's proposed general contractor is subject to Landlord's prior approval which shall not be
unreasonably withheld, conditioned or delayed, (ii) the general


                                              -10-







contractor shall provide evidence of insurance, and copies of plans
and specifications relating to the alterations and (iii) Landlord shall receive a construction management fee equal to three and one-half percent
(3.5%) of the cost of such alterations (an "Oversight Fee").  Tenant shall cause said general contractor to comply with Landlord's reasonable
building standards, Landlord's reasonable mechanical, electrical and plumbing specifications and Landlord's reasonable rules of conduct.



(b)Notwithstanding anything to the contrary above, Tenant shall have the right to make alterations to the Leased Premises without
obtaining Landlord's prior written consent and without paying an Oversight Fee, provided that (i) such alterations do not exceed One Hundred
Thousand and No/100 Dollars ($100,000.00) in cost in any one instance; (ii) such alterations are non-structural in nature and do not affect the
Building systems; (iii) no permit is required for such alteration; and (iv) Tenant provides Landlord with prior written notice of its intention to
make such alterations stating in reasonable detail the nature, extent and estimated cost of such alterations together with the plans and
specifications for the same no less than ten (10) days before the date on which Tenant anticipates commencing construction of the same.



ARTICLE 8 - INDEMNITY AND INSURANCE


Section 8.01.  Tenant's Property.  All of Tenant's trade fixtures, merchandise, inventory, special fire protection
equipment, telecommunication and computer equipment, supplemental air conditioning equipment, kitchen equipment and all other personal
property in or about the Leased Premises, the Building or the Common Areas, which is deemed to include the trade fixtures, merchandise,
inventory and personal property of others located in or about the Leased Premises or Common Areas at the invitation, direction or
acquiescence (express or implied) of Tenant (all of which property shall be referred to herein, collectively, as "Tenant's Property"), shall be and
remain at Tenant's sole risk.  Landlord shall not be liable to Tenant or to any other person for, and Tenant hereby releases Landlord from (a)
any and all liability for theft or damage to Tenant's Property, and (b) any and all liability for any injury to Tenant or its employees, agents,
contractors, guests and invitees in or about the Leased Premises, the Building or the Common Areas, except to the extent of personal injury
caused directly by the negligence or willful misconduct of Landlord, its agents, employees or contractors.  Nothing contained in this
Section 8.01 shall limit (or be deemed to limit) the waivers contained in Section 8.06 below.  In the event of any conflict
between the provisions of Section 8.06 below and this Section 8.01, the provisions of Section 8.06 shall prevail.
This Section 8.01 shall survive the expiration or earlier termination of this Lease.


Section 8.02.  Indemnification by Tenant.  Tenant shall protect, defend, indemnify and hold Landlord, and its parents,
owners, affiliates, successors, assigns, directors, officers, agents, employees and contractors harmless from and against any and all claims,
damages, demands, penalties, costs, liabilities, losses, and expenses (including reasonable attorneys' fees and expenses at the trial and
appellate levels) to the extent (a) arising out of or relating to any act, omission, negligence, or willful misconduct of Tenant or Tenant's agents,
employees, contractors, customers or invitees in or about the Leased Premises, the Building or the Common Areas, (b) arising out of or
relating to any of Tenant's Property, or (c) arising out of any other act or occurrence within the Leased Premises, in all such cases except to
the extent of personal injury caused directly by the negligence or willful misconduct of Landlord, its agents, employees or contractors.  Nothing
contained in this Section 8.02 shall limit (or be deemed to limit) the waivers contained in Section 8.06 below.  In the event of
any conflict between the provisions of Section 8.06 below and this Section 8.02, the provisions of Section 8.06 shall
prevail.  This Section 8.02 shall survive the expiration or earlier termination of this Lease.


                                              -11-






Section 8.03.  Indemnification by Landlord.  Landlord shall protect, defend, indemnify and hold Tenant, and its parents,
owners, affiliates, successors, assigns, directors, officers, agents, employees and contractors harmless from and against any and all claims,
damages, demands, penalties, costs, liabilities, losses and expenses (including reasonable attorneys' fees and expenses at the trial and
appellate levels) to the extent arising out of or relating to any act, omission, negligence or willful misconduct of Landlord or Landlord's agents,
employees or contractors.  Nothing contained in this Section 8.03 shall limit (or be deemed to limit) the waivers contained in
Section 8.06 below.  In the event of any conflict between the provisions of Section 8.06 below and this Section
8.03, the provisions of Section 8.06 shall prevail.  This Section 8.03 shall survive the expiration or earlier termination of
this Lease.


Section 8.04.  Tenant's Insurance.  


(a)During the Lease Term (and any period of early entry or occupancy or holding over by Tenant, if applicable), Tenant shall maintain
the following types of insurance, in the amounts specified below:


(i)Liability Insurance.  Commercial General Liability Insurance (which insurance shall not exclude blanket, contractual liability,
broad form property damage, personal injury, or fire damage coverage) covering the Leased Premises and Tenant's use thereof against claims
for bodily injury or death and property damage, which insurance shall provide coverage on an occurrence basis with a per occurrence limit of
not less than $6,000,000, which may be satisfied by any combination of primary and excess or umbrella per occurrence policies.   Tenant shall
only be required to obtain one (1) policy meeting these requirements which may also be used to satisfy the insurance requirement for Liability
Insurance for the space that Tenant leases from Landlord's affiliate, Duke Realty Limited Partnership, in the building located at 5200 East
Paramount Parkway, Morrisville, North Carolina, 27560,


(ii)Property Insurance.  Special Form Insurance (which insurance shall not exclude flood or earthquake) in the amount of the
full replacement cost of Tenant's Property and betterments (including alterations or additions performed by Tenant pursuant hereto, but
excluding those improvements, if any, made pursuant to Section 2.02 above), which insurance shall include an agreed amount
endorsement waiving coinsurance limitations. 


(iii)Worker's Compensation Insurance.  Worker's Compensation insurance in amounts required by applicable law; provided, if
there is no minimum statutory amount required for Tenant, Tenant shall still be required to obtain Worker's Compensation insurance coverage
and provide Landlord with evidence of such Worker's Compensation insurance.


(iv)Business Interruption Insurance.  Business Interruption Insurance with limits not less than an amount equal to two (2)
years rent hereunder. 


(v)Automobile Insurance.  Comprehensive Automobile Liability Insurance insuring bodily injury and property damage arising
from all owned, non-owned and hired vehicles, if any, with minimum limits of liability of $1,000,000 per accident.  Notwithstanding the foregoing, Tenant
may elect not to carry Automobile Liability Insurance; provided, however, that in such event Tenant shall release Landlord from any and all
liability (except to the extent arising from Landlord's negligence) arising  during the Lease Term that would have been covered by such
Automobile Liability Insurance had Tenant elected to carry such coverage.


(vi)Pollution Liability.  In addition, commencing as of the Commencement Date, Tenant shall obtain a policy of liability
insurance, or endorsements to Tenant's policy or policies of




                                              -12-







liability insurance, covering pollution liability with limits of not less than $3,000,000.
Notwithstanding the foregoing, Tenant may elect not to carry Pollution Liability Insurance; provided, however, that in such event Tenant shall
release Landlord from any and all liability (except to the extent arising from Landlord's negligence) arising  during the Lease Term that would
have been covered by such Pollution Liability Insurance had Tenant elected to carry such coverage.




(b)All insurance required to be carried by Tenant hereunder shall (i) be issued by one or more insurance companies reasonably
acceptable to Landlord, licensed to do business in the State in which the Leased Premises is located and having an AM Best's rating of A IX or
better, and (ii) provide that said insurance shall not be materially changed, canceled or permitted to lapse on less than thirty (30) days' prior
written notice to Landlord.  In addition, Tenant's insurance shall protect Tenant and Landlord as their interests may appear, naming Landlord,
Landlord's managing agent, and any mortgagee requested by Landlord, as additional insureds under its commercial general liability policies.
On or before the Commencement Date (or the date of any earlier entry or occupancy by Tenant), and thereafter, within thirty (30) days prior to
the expiration of each such policy, Tenant shall furnish Landlord with certificates of insurance in the form of ACORD 25 or ACORD 25-S (or
other evidence of insurance reasonably acceptable to Landlord), evidencing all required coverages, together with a copy of the
endorsement(s) to Tenant's commercial general liability policy evidencing primary and non-contributory coverage offered to the appropriate
additional insureds.  Upon Tenant's receipt of a request from Landlord, Tenant shall provide Landlord with copies of all insurance policies,
including all endorsements, evidencing the coverages required hereunder.  If Tenant fails to carry such insurance and furnish Landlord with
such certificates of insurance or copies of insurance policies (if applicable), within ten (10) business days after Landlord's written demand,
Landlord may obtain such insurance on Tenant's behalf and Tenant shall reimburse Landlord upon demand and receipt of reasonable
documentation for the cost thereof as Additional Rent.  


Section 8.05.  Landlord's Insurance.  During the Lease Term, Landlord shall maintain the following types of insurance, in the
amounts specified below (the cost of which shall be included in Operating Expenses):


(a)Liability Insurance.  Commercial General Liability Insurance (which insurance shall not exclude blanket, contractual
liability, broad form property damage, personal injury, or fire damage coverage) covering the Common Areas against claims for bodily injury or
death and property damage, which insurance shall provide coverage on an occurrence basis with a per occurrence limit of not less than
$6,000,000, which may be satisfied by any combination of primary and excess or umbrella per occurrence policies.


(b)Property Insurance.  Special Form Insurance (which insurance shall not exclude flood or earthquake) in the amount of the
full replacement cost of the Building, including, without limitation, any improvements, if any, made pursuant to Section 2.02 above, but
excluding Tenant's Property and any other items required to be insured by Tenant pursuant to Section 8.04 above.


(c)Insurance Certificates.  Landlord shall provide certificates evidencing the above referenced insurance coverage within ten
(10) business days of Tenant's request.


Section 8.06.  Waiver of Subrogation.  Notwithstanding anything contained in this Lease to the contrary, Landlord and
Tenant hereby waive any rights each may have against the other on account of any loss of or damage to their respective property, the Leased
Premises, its contents, or other portions of the Building or Common Areas arising from any risk which is required to be insured against by
Sections 8.04(a)(ii), 8.04(a)(iii), 8.04(a)(iv) and 8.05(b) above.  In addition, Landlord and Tenant hereby waive


                                              -13-







any rights each may have against the other on account of any loss, injury or damage to an employee of the other arising out of such employee's
employment relationship.  The special form coverage insurance policies and worker's compensation insurance policies maintained by Landlord
and Tenant as provided in this Lease shall include an endorsement containing an express waiver of any rights of subrogation by the insurance
company against Landlord and Tenant, as applicable. Each party shall provide evidence of such waiver upon request of the other party.


ARTICLE 9 - CASUALTY


In the event of total or partial destruction of the Building or the Leased Premises by fire or other casualty, Landlord agrees promptly to
restore and repair same; provided, however, Landlord's obligation hereunder with respect to the Leased Premises shall be limited to the
reconstruction of such of the leasehold improvements as were originally required to be made by Landlord pursuant to Section 2.02
above, if any.  Rent shall proportionately abate during the time that the Leased Premises or part thereof are unusable because of any such
damage.  Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt within two hundred
ten (210) days from the casualty date; or (b) destroyed by a casualty that is not covered by the insurance required hereunder or, if covered,
such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Building and the Leased
Premises; then, in case of a clause (a) casualty, either Landlord or Tenant may, or, in the case of a clause (b) casualty, then Landlord may,
upon sixty (60) days' written notice to the other party, terminate this Lease with respect to matters thereafter accruing.  Both parties waive any
rights under applicable laws inconsistent with the terms of this paragraph.  


ARTICLE 10 - EMINENT DOMAIN


If all or any substantial part (such that the Leased Premises will be commercially impracticable for Tenant's Permitted
Use) of the Building or Common Areas shall be acquired by the exercise of eminent domain, Landlord may terminate this Lease by giving
written notice to Tenant on or before the date possession thereof is so taken; provided, however Landlord shall use good faith efforts to notify
Tenant of any such anticipated termination in advance of the effective date thereof.  If all or any part of the Leased Premises shall be acquired
by the exercise of eminent domain so that the Leased Premises shall become commercially impracticable for Tenant to use for Tenant's
Permitted Use, Tenant may terminate this Lease by giving written notice to Landlord as of the date possession thereof is so taken.  All
damages awarded shall belong to Landlord; provided, however, that notwithstanding the foregoing, nothing contained herein shall prevent
Tenant from seeking in a separate action reimbursement from the condemning authority (if permitted by law) for moving expenses, business
interruption, expenses for removal of Tenant's personal property, loss of Tenant's business good will, or for the value of the leasehold estate,
but if and only if such action shall not reduce the amount of the award or other compensation otherwise recoverable from the condemning
authority by Landlord or any mortgagees. Provided that if Landlord is alleging that Tenant's award shall or has reduced Landlord's award,
Landlord shall provide Tenant with reasonable documentation that Tenant's award shall or has reduced Landlord's award.  If the Lease is not
terminated pursuant to this Article 10, Monthly Rental Installments and Additional Rent shall be reduced as of the date of such taking
in the proportion that the area of the Leased Premises or Common Areas so taken bears to the total area of the Leased Premises or, as
applicable, the Common Areas.


                                              -14-






ARTICLE 11 - ASSIGNMENT AND SUBLEASE


Section 11.01.  Assignment and Sublease.  


(a)Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without Landlord's prior written consent, which
consent shall not be unreasonably withheld, conditioned or delayed.  In the event of any permitted assignment or subletting, Tenant shall
remain primarily liable hereunder.  The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of
this Lease or to be a consent to the assignment of this Lease or the subletting of the Leased Premises.  Any assignment or sublease
consented to by Landlord shall not relieve Tenant (or its assignee) from obtaining Landlord's consent to any subsequent assignment or
sublease.  


(b)By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or
sublease if in Landlord's reasonable opinion (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation
of the proposed assignee or subtenant is unacceptable; or (iii) the financial worth of the proposed assignee is insufficient to meet the
obligations under the assignment.


(c)If Tenant shall make any assignment or sublease, with Landlord's reasonable consent, for a rental in excess of the rent payable
under this Lease, Tenant shall pay to Landlord fifty percent (50%) of any such excess rental upon receipt, less reasonable cost of subleasing
(including commissions, advertising costs, reasonable consulting fees or permits, legal costs and tenant improvement costs).  Tenant agrees
to pay Landlord $500.00 upon demand by Landlord for reasonable accounting and attorneys' fees incurred in conjunction with the processing
and documentation of any requested assignment of this Lease or Tenant's interest in and to the Leased Premises as consideration for
Landlord's consent.


Section 11.02.  Permitted Transfer.  Notwithstanding anything to the contrary contained in Section 11.01
above, Tenant shall have the right, without Landlord's consent, but upon ten (10) days prior notice to Landlord, to (a) sublet all or part of the
Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with
Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is
under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires
substantially all of Tenant's stock,  assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public
offering of Tenant's stock on the New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financing,
provided that in the event of a transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net
worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant
(any such entity hereinafter referred to as a "Permitted Transferee").  For the purpose of this Article 11.02 "control" shall mean
ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "tangible
net worth" shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and
trademarks) over liabilities.  Any such transfer shall not relieve Tenant of its obligations under this Lease.  Nothing in this paragraph is intended
to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this
Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a
Default hereunder.  Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership
interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be


                                              -15-







deemed an assignment or transfer that requires Landlord's prior written consent pursuant to Section 11.01 above.
Notwithstanding anything to the contrary contained in this Lease, if Tenant transfers either this Lease or the lease for the 5200 East Paramount
Parkway (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the
"Rights") shall remain with Tenant.   If Tenant has transferred both leases to two different Permitted Transferees, then all of the
Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted
Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right
to rely upon such notice.


ARTICLE 12 - TRANSFERS BY LANDLORD


Section 12.01.  Sale of the Building.  Landlord shall have the right to sell or transfer
the Building at any time during the Lease Term, subject only to the rights of Tenant hereunder.  Upon assumption by the transferee of
Landlord's obligations hereunder, such sale shall operate to release Landlord from liability hereunder after the date of such conveyance;
provided, however, that except as otherwise provided in this Lease, any such sale or transfer shall be subject to the rights of Tenant under
Section 17.05.


Section 12.02.  Estoppel Certificate.  Within ten (10) business days following receipt of
a written request from Landlord, Tenant shall execute and deliver to Landlord, without cost to Landlord, an estoppel certificate in such form as
Landlord may reasonably request certifying, to the extent such matters are true (a) that this Lease is in full force and effect and unmodified or
stating the nature of any modification, (b) the date to which rent has been paid, (c) that there are not, to Tenant's knowledge, any uncured
Defaults or specifying such Defaults if any are claimed, and (d) any other matters or statement of facts reasonably required respecting the
Lease.  Such estoppel may be relied upon by Landlord and by any purchaser or mortgagee of the Building.  


Section 12.03.  Subordination, Non-Disturbance.  Landlord shall have the right to subordinate this Lease to any
mortgage, deed to secure debt, deed of trust or other instrument in the nature thereof, and any amendments or modifications thereto
(collectively, a "Mortgage") presently existing or hereafter encumbering the Building by so declaring in such Mortgage.  Within ten (10)
business days following receipt of a written request from Landlord, Tenant shall execute and deliver to Landlord, without cost, any
commercially reasonable instrument that Landlord deems reasonably necessary or desirable to confirm the subordination of this Lease.
Notwithstanding the foregoing, if the holder of the Mortgage shall take title to the Leased Premises through foreclosure or deed in lieu of
foreclosure, Tenant shall be allowed to continue in possession of the Leased Premises as provided for in this Lease so long as Tenant is not in
Default, provided, however, that Tenant's obligation to subordinate its interests or attorn to any mortgagee is conditioned upon the mortgagee's
agreement not to disturb Tenant's possession and quiet enjoyment of the Leased Premises under this Lease provided Tenant is not in Default .



ARTICLE 13 - DEFAULT AND REMEDY


Section 13.01.  Default.  The occurrence of any of the following shall be a
"Default":


(a)Tenant fails to pay any Monthly Rental Installments or Additional Rent within five (5) business days after the same is due.
Notwithstanding the foregoing, Landlord shall provide Tenant with a written courtesy notice of such Default and Tenant shall have an additional
five (5) business days to cure such Default; provided, however, that Landlord shall not be required to give such courtesy notice more than one
(1) time in any consecutive twelve (12) month period.


                                              -16-






(b)Tenant fails to perform or observe any other term, condition, covenant or obligation required under this Lease for a period of thirty
(30) days after written notice thereof from Landlord; provided, however, that if the nature of Tenant's Default is such that more than thirty (30)
days are reasonably required to cure, then such Default shall be deemed to have been cured if Tenant commences such performance within
said thirty (30) day period and thereafter diligently completes the required action within a reasonable time.


(c)Tenant shall vacate or abandon the Leased Premises, or fail to occupy the Leased Premises or any substantial portion thereof for a
period of thirty (30) days. Notwithstanding the foregoing, Tenant may vacate the Leased Premises during the term of this Lease provided (i)
Tenant is not otherwise in Default hereunder; (ii) Tenant adequately secures the Leased Premises to prevent damage, destruction or
vandalism to the Leased Premises; (iii) Tenant continues such utilities to the Leased Premises as will prevent any damage to the Leased
Premises; (iv) Tenant continues to provide insurance for the Leased Premises and Tenant pays any increased premium resulting from a lack
of a tenant in the Leased Premises.  Landlord shall provide reasonable documentation to Tenant that such increase in premium is a result of
the lack of a tenant in the Leased Premises.


(d)Tenant shall assign or sublet all or a portion of the Leased Premises in contravention of the provisions of Article 11 of this
Lease.


(e)All or substantially all of Tenant's assets in the Leased Premises or Tenant's interest in this Lease are attached or levied under
execution (and Tenant does not discharge the same within sixty (60) days thereafter); a petition in bankruptcy, insolvency or for reorganization
or arrangement is filed by or against Tenant (and Tenant fails to secure a stay or discharge thereof within sixty (60) days thereafter); Tenant is
insolvent and unable to pay its debts as they become due; Tenant makes a general assignment for the benefit of creditors; Tenant takes the
benefit of any insolvency action or law; the appointment of a receiver or trustee in bankruptcy for Tenant or its assets if such receivership has
not been vacated or set aside within thirty (30) days thereafter; or, dissolution or other termination of Tenant's corporate charter if Tenant is a
corporation .except in cases of merger or acquisition. 


In addition to the Defaults described above, the parties agree that if Tenant receives written notice of a violation of the performance of any
(but not necessarily the same) term or condition of this Lease three (3) or more times during any twelve (12) month period, regardless of
whether such violations are ultimately cured, then such conduct shall, at Landlord's option, represent a separate Default.


Section 13.02.  Remedies.  Upon the occurrence of any Default and after the
expiration of all notice and cure periods as stipulated in Section 13.01 of the Lease, Landlord shall have the following rights and
remedies, in addition to those stated elsewhere in this Lease and those allowed by law or in equity, any one or more of which may be
exercised without further notice to Tenant:


(a)Landlord may lawfully re-enter the Leased Premises and cure any Default of Tenant, and Tenant shall reimburse Landlord as
Additional Rent for any reasonable costs and expenses which Landlord thereby incurs; and Landlord shall not be liable to Tenant for any loss
or damage which Tenant may sustain by reason of Landlord's action, unless Landlord was grossly negligent or engaged in willful
misconduct.


(b)Without terminating this Lease, Landlord may terminate Tenant's right to possession of the Leased Premises, and thereafter,
neither Tenant nor any person claiming under or through Tenant shall be entitled to possession of the Leased Premises, and Tenant shall
immediately surrender the Leased Premises to Landlord, and Landlord may re-enter the Leased Premises and dispossess Tenant and any


                                              -17-







other occupants of the Leased Premises by any lawful means and may remove their effects, without prejudice to any other remedy that
Landlord may have.  Upon termination of possession, Landlord may (i) re-let all or any part thereof for a term different from that which would
otherwise have constituted the balance of the Lease Term and for rent and on terms and conditions different from those contained herein (in
Landlord's reasonable discretion), whereupon Tenant shall be immediately obligated to pay to Landlord an amount equal to the present value
(discounted at the Prime Rate) of the difference between the rent provided for herein and that provided for in any lease covering a subsequent
re-letting of the Leased Premises, for the period which would otherwise have constituted the balance of the Lease Term (the "Accelerated Rent
Difference"), or (ii) without re-letting, declare the present value (discounted at the Prime Rate) of all rent which would have been due under this
Lease for the balance of the Lease Term less the present value (discounted at the Prime Rate) of the net amount of such rent for the balance
of the Lease Term which Landlord reasonably demonstrates could be recovered by Landlord from re-letting the Leased Premises under then
current and reasonably anticipated market conditions for the remainder of the Lease Term to be immediately due and payable as liquidated
damages (the "Accelerated Rent").  Upon termination of possession, Tenant shall be obligated to pay to Landlord (A) the Accelerated Rent
Difference or the Accelerated Rent, whichever is applicable, less any excused rent payments that Tenant has made under Section
3.02, (B) all loss or damage that Landlord may sustain by reason of Tenant's Default ("Default Damages"), which shall include, without
limitation, reasonable expenses of preparing the Leased Premises for re-letting, demolition, repairs, tenant finish improvements, brokers'
commissions and attorneys' fees, and (C) all unpaid Minimum Annual Rent and Additional Rent that accrued prior to the date of termination of
possession, plus any interest and late fees due hereunder (the "Prior Obligations").


(c)Landlord may terminate this Lease and declare the Accelerated Rent to be immediately due and payable, whereupon Tenant shall
be obligated to pay to Landlord (i) the Accelerated Rent, (ii) all of Landlord's Default Damages, and (iii) all Prior Obligations.  It is expressly
agreed and understood that all of Tenant's liabilities and obligations set forth in this subsection (c) shall survive termination.


(d)Landlord and Tenant acknowledge and agree that the payment of the Accelerated Rent Difference or the Accelerated Rent as set
above shall not be deemed a penalty, but merely shall constitute payment of liquidated damages, it being understood that actual damages to
Landlord are extremely difficult, if not impossible, to ascertain.  Neither the filing of a dispossessory proceeding nor an eviction of personalty in
the Leased Premises shall be deemed to terminate the Lease. 


(e)Landlord may sue for injunctive relief or to recover damages for any loss resulting from the Default.



(f)If Landlord has terminated this Lease or Tenant's right to possession, Landlord agrees to use commercially reasonable
efforts to mitigate its damages.  Landlord shall be required only to use reasonable efforts to mitigate, which shall not exceed such efforts as
Landlord generally uses to lease other space in buildings owned by Landlord.  Landlord will not be deemed to have failed to mitigate if
Landlord leases any other space before reletting all or any portion of the Leased Premises.  Landlord shall not be deemed to have failed to
mitigate if it incurs Default Damages. Tenant shall bear the burden of proof that Landlord failed to mitigate.


Section 13.03.  Landlord's Default and Tenant's Remedies.  Landlord shall be in Default if it fails to perform any
term, condition, covenant or obligation required under this Lease for a period of thirty (30) days after written notice thereof from Tenant to
Landlord; provided, however, that if the term, condition, covenant or obligation to be performed by Landlord is such that it cannot reasonably
be performed within thirty (30) days, such Default shall be deemed to have been cured if Landlord


                                              -18-







commences such performance within said
thirty-day period and thereafter diligently undertakes to complete the same.  Landlord will use commercially reasonable efforts to repair
essential Building services as soon as possible.  If Landlord has not commenced to cure a maintenance or repair Default set forth in said
notice from Tenant within said 30-day period, Tenant may undertake all reasonable action to cure Landlord's failure of performance.  If Tenant
elects to cure said Default, Tenant shall, prior to commencement of said work, provide to Landlord a specific description of the work to be
performed by Tenant and the name of Tenant's contractor.  Any materials used shall be of equal or better quality than currently exists in the
Building and Tenant's contractor shall be adequately insured and of good reputation. Landlord agrees to reimburse Tenant on demand for all
reasonable, third party out-of-pocket expenses incurred by Tenant in connection therewith, provided that Tenant delivers to Landlord adequate
bills or other supporting evidence substantiating said cost.  Upon the occurrence of any such Default, Tenant may sue for injunctive relief or to
recover damages for any loss directly resulting from the breach, but Tenant shall not be entitled to terminate this Lease or withhold, offset or
abate any sums due hereunder. 


Section 13.04.  Limitation of Landlord's Liability.  If Landlord shall fail to perform any
term, condition, covenant or obligation required to be performed by it under this Lease and if Tenant shall, as a consequence thereof, recover
a money judgment against Landlord, Tenant agrees that it shall look solely to (i) Landlord's right, title and interest in and to the Building, (ii) any
rental income, or (iii) any insurance or condemnation proceeds received because of damage to or condemnation of the Building for the
collection of such judgment; and Tenant further agrees that no other assets of Landlord shall be subject to levy, execution or other process for
the satisfaction of Tenant's judgment.


Section 13.05.  Nonwaiver of Defaults.  Neither party's failure or delay in exercising
any of its rights or remedies or other provisions of this Lease shall constitute a waiver thereof or affect its right thereafter to exercise or enforce
such right or remedy or other provision.  No waiver of any Default shall be deemed to be a waiver of any other Default.  Landlord's receipt of
less than the full rent due shall not be construed to be other than a payment on account of rent then due, nor shall any statement on Tenant's
check or any letter accompanying Tenant's check be deemed an accord and satisfaction.  No act or omission by Landlord or its employees or
agents during the Lease Term shall be deemed an acceptance of a surrender of the Leased Premises, and no agreement to accept such a
surrender shall be valid unless in writing and signed by Landlord.


Section 13.06.  Attorneys' Fees.  If either party Defaults in the performance or
observance of any of the terms, conditions, covenants or obligations contained in this Lease and the non-Defaulting party obtains a judgment
against the Defaulting party, then the Defaulting party agrees to reimburse the non-Defaulting party for reasonable attorneys' fees incurred in
connection therewith.  



Section 13.07.  Waiver of Consequential Damages.  Neither Landlord nor Tenant shall be liable to the
other under or in connection with this Lease for any consequential damages and both Landlord and Tenant waive, to the full extent permitted
by law, any claim for consequential damages.


ARTICLE 14 - LANDLORD'S RIGHT TO RELOCATE TENANT


Intentionally Omitted.


                                              -19-







ARTICLE 15 - TENANT'S RESPONSIBILITY REGARDING 

                  ENVIRONMENTAL LAWS AND HAZARDOUS SUBSTANCES


Section 15.01.  Environmental Definitions.


(a)"Environmental Laws" shall mean all present or future federal, state and municipal laws, ordinances, rules and regulations
applicable to the environmental and ecological condition of the Leased Premises, and the rules and regulations of the Federal Environmental
Protection Agency and any other federal, state or municipal agency or governmental board or entity having jurisdiction over the Leased
Premises.


(b)"Hazardous Substances" shall mean those substances included within the definitions of "hazardous substances," "hazardous
materials," "toxic substances" "solid waste" or "infectious waste" under Environmental Laws and petroleum products.


Section 15.02.  Restrictions on Tenant.  Tenant shall not cause or permit the use,
generation, release, manufacture, refining, production, processing, storage or disposal of any Hazardous Substances on, under or about the
Leased Premises, or the transportation to or from the Leased Premises of any Hazardous Substances, except as necessary and appropriate
for its Permitted Use in which case the use, storage or disposal of such Hazardous Substances shall be performed in compliance with the
Environmental Laws and the standards prevailing in the industry.


Section 15.03.  Notices, Affidavits, Etc.  Tenant shall immediately (a) notify Landlord
of (i) any violation by Tenant, its employees, agents, representatives, customers, invitees or contractors of any Environmental Laws on, under
or about the Leased Premises, or (ii) the presence or suspected presence of any Hazardous Substances on, under or about the Leased
Premises, and (b) deliver to Landlord any notice received by Tenant relating to (a)(i) and (a)(ii) above from any source.  Tenant shall execute
affidavits, representations and the like within ten (10) business days of Landlord's written request therefor concerning Tenant's best knowledge
and belief regarding the presence of any Hazardous Substances on, under or about the Leased Premises.  No notice shall be required,
however, for commercially reasonable amount of ordinary office supplies and janitorial supplies.  


Section 15.04.  Tenant's Indemnification.  Tenant shall indemnify Landlord and
Landlord's managing agent from any and all claims, losses, liabilities, costs, expenses and damages, including attorneys' fees, costs of testing
and remediation costs, incurred by Landlord in connection with any breach by Tenant of its obligations under this Article 15.  The
covenants and obligations under this Article 15 shall survive the expiration or earlier termination of this Lease.


Section 15.05.  Existing Conditions.  Notwithstanding anything contained in this
Article 15 to the contrary, Tenant shall not have any liability to Landlord under this Article 15 resulting from any conditions
existing, or events occurring, or any Hazardous Substances existing or generated, at, in, on, under or in connection with the Leased Premises
prior to the commencement date of the Existing Lease (as defined in Section 17.02 below) (or any earlier occupancy of the Leased
Premises by Tenant) except to the extent Tenant exacerbates the same.


ARTICLE 16 - MISCELLANEOUS


Section 16.01.  Benefit of Landlord and Tenant.  This Lease shall inure to the benefit
of and be binding upon Landlord and Tenant and their respective successors and assigns.



                                              -20-






Section 16.02.  Governing Law.  This Lease shall be governed in accordance with the
laws of the State where the Building is located.


Section 16.03.  Force Majeure.  Landlord and Tenant (except with respect to the
payment of any monetary obligation) shall be excused for the period of any delay in the performance of any obligation hereunder when such
delay is occasioned by causes beyond its control, including but not limited to work stoppages, boycotts, slowdowns or strikes; shortages of
materials, equipment, labor or energy; unusual weather conditions; or acts or omissions of governmental or political bodies.


Section 16.04.  Examination of Lease.  Submission of this instrument by Landlord to
Tenant for examination or signature does not constitute an offer by Landlord to lease the Leased Premises.  This Lease shall become
effective, if at all, only upon the execution by and delivery to both Landlord and Tenant.  Execution and delivery of this Lease by Tenant to
Landlord constitutes an offer to lease the Leased Premises on the terms contained herein.  The offer by Tenant will be irrevocable until 6:00
p.m. EST, five (5) business days after the date Landlord receives the Lease executed by Tenant.


Section 16.05.  Indemnification for Leasing Commissions.  The parties hereby
represent and warrant that the only real estate brokers involved in the negotiation and execution of this Lease are the Brokers and that no
other party is entitled, as a result of the actions of the respective party, to a commission or other fee resulting from the execution of this Lease.
Each party shall indemnify the other from any and all liability for the breach of this representation and warranty on its part and shall pay any
compensation to any other broker or person who may be entitled thereto.  Landlord shall pay any commissions due Brokers based on this
Lease pursuant to separate agreements between Landlord and Brokers.


Section 16.06.  Notices.  Any notice required or permitted to be given under this
Lease or by law shall be deemed to have been given if it is written and delivered in person or by overnight courier or mailed by certified mail,
postage prepaid, to the party who is to receive such notice at the address specified in Section 1.01(l).  If sent by overnight courier, the
notice shall be deemed to have been given one (1) day after sending.  If mailed, the notice shall be deemed to have been given on the date
that is three (3) business days following mailing.  Either party may change its address by giving written notice thereof to the other party.


Section 16.07.  Partial Invalidity; Complete Agreement.  If any provision of this Lease
shall be held to be invalid, void or unenforceable, the remaining provisions shall remain in full force and effect.  This Lease represents the
entire agreement between Landlord and Tenant covering everything agreed upon or understood in this transaction.  There are no oral
promises, conditions, representations, understandings, interpretations or terms of any kind as conditions or inducements to the execution
hereof or in effect between the parties in addition to this Lease.  No change or addition shall be made to this Lease except by a written
agreement executed by Landlord and Tenant.


Section 16.08.  Financial Statements.  If at any time during the Lease Term and any
extensions thereof Tenant is no longer publicly traded, Tenant shall provide to Landlord upon request, a copy of Tenant's most recent financial
statements prepared as of the end of Tenant's fiscal year.  Such financial statements shall be signed by Tenant or an officer of Tenant, if
applicable, who shall attest to the truth and accuracy of the information set forth in such statements, or if the Minimum Annual Rent hereunder
exceeds $100,000.00, said statements shall be certified and audited.  All financial statements provided by Tenant to Landlord hereunder shall
be prepared in conformity with generally accepted accounting principles, consistently applied.


                                              -21-







Section 16.09.  Representations and Warranties.  


(a)Tenant hereby represents and warrants that (i) Tenant is duly organized, validly existing and in good standing (if applicable) in
accordance with the laws of the State under which it was organized; (ii) Tenant is authorized to do business in the State where the Building is
located; and (iii) the individual(s) executing and delivering this Lease on behalf of Tenant has been properly authorized to do so, and such
execution and delivery shall bind Tenant to its terms.


(b)Landlord hereby represents and warrants that (i) Landlord is duly organized, validly existing and in good standing (if applicable) in
accordance with the laws of the State under which it was organized; (ii) Landlord is authorized to do business in the State where the Building is
located; and (iii) the individual(s) executing and delivering this Lease on behalf of Landlord has been properly authorized to do so, and such
execution and delivery shall bind Landlord to its terms.


Section 16.10.  Signage.  Tenant may, at its own expense, modify its existing signage or erect a new sign concerning
the business of Tenant that shall be in keeping with the decor and other signs on the Building.  All signage (including the signage described in
the preceding sentence) in or about the Leased Premises shall be first approved by Landlord and shall be in compliance with Town of
Morrisville standards and Perimeter Park signage guidelines, codes and recorded restrictions applicable to the sign or the Building.  The
location, size and style of all signs shall be approved by Landlord.  Tenant agrees to maintain any sign in good state of repair, and upon
expiration of the Lease Term, Tenant agrees to promptly remove such signs and repair any damage to the Leased Premises.


Section 16.11.  Parking.  Tenant shall be entitled to the non-exclusive use of the parking spaces designated for the
Building by Landlord (approximately 690 parking spaces).  Tenant agrees not to overburden the parking facilities and agrees to cooperate with
Landlord and other tenants in the Building, if applicable, in the use of the parking facilities.  Landlord reserves the right in its absolute discretion
to determine whether parking facilities are becoming crowded and, in such event, to allocate parking spaces between Tenant and other
tenants.  There will be no assigned parking unless Landlord, in its sole discretion, deems such assigned parking advisable.  No vehicle may be
repaired or serviced in the parking area and any vehicle brought into the parking area by Tenant, or any of Tenant's employees, contractors or
invitees, and reasonably deemed abandoned by Landlord will be towed and all costs thereof shall be borne by the Tenant.  All driveways,
ingress and egress, and all parking spaces are for the joint use of all tenants of the Building.  There shall be no parking permitted on any of the
streets or roadways located within the Park.  In addition, Tenant agrees that its employees will not park in the spaces designated visitor
parking.  


Section 16.12.  Consent.  Where the consent of a party is required, such consent will not be unreasonably withheld,
conditioned or delayed.


Section 16.13.  Time.  Time is of the essence as to each term and provision of this Lease.


Section 16.14.  Patriot Act.  Each of Landlord and Tenant, to the best of Tenant's knowledge each as to itself, hereby
represents its compliance and its agreement to continue to comply with all applicable anti-money laundering laws, including, without limitation,
the USA Patriot Act, and the laws administered by the United State Treasury Department's Office of Foreign Assets Control, including, without
limitation, Executive Order 13224 ("Executive Order").  Each of Landlord and Tenant further represents (such representation to be
true throughout the Lease Term) (i) that it is not, and to its actual knowledge, it is not owned or controlled directly or indirectly by any person or
entity, on the SDN List published by the United States Treasury Department's Office of Foreign Assets Control and (ii) that it is not a person
otherwise identified by government or legal authority as a person with whom a U.S. Person


                                              -22-







is prohibited from transacting business.  As of the
date hereof, a list of such designations and the text for the Executive Order are published under the internet website address
www.ustreas.gov/offices/enforcement/ofac.


ARTICLE 17 - SPECIAL PROVISIONS


Section 17.01.  Options to Extend.


(a)Grant and Exercise of Option.  Provided that (i) no Default has occurred and is then continuing (ii) the creditworthiness of
Tenant is then reasonably acceptable to Landlord and (iii) Tenant originally named herein or a Permitted Transferee remains in possession of
the Leased Premises throughout the term immediately preceding the Extension Term (as defined below), Tenant shall have the option to
extend the Lease Term for two (2) additional periods of five (5) years each (the "Extension Term(s)").  Each Extension Term shall be upon the
same terms and conditions contained in the Lease except (x) this provision giving two (2) extension options shall be amended to reflect the
remaining options to extend, if any, and (y) any improvement allowances or other concessions applicable to the Leased Premises under the
Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment").
Tenant shall exercise each option by delivering to Landlord, no later than twelve (12) months prior to the expiration of the preceding term,
written notice of Tenant's desire to extend the Lease Term.  Tenant's failure to timely exercise such option shall be deemed a waiver of such
option and any succeeding option.  Landlord shall notify Tenant of the amount of the Rent Adjustment no later than one hundred eighty (180)
days prior to the commencement of the Extension Term.  Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to
Landlord a written objection thereto within thirty (30) days after receipt thereof.  If Tenant exercises its option to extend in accordance with the
terms hereof, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term within
thirty (30) days after Tenant's acceptance (or deemed acceptance) of the Rent Adjustment.


 (b)Rent Adjustment.  The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the
Minimum Annual Rent then being quoted by Landlord to prospective renewing tenants of the Building and other buildings in the Research
Triangle Park  area for space of comparable size and quality and with similar or equivalent improvements, including free rent concessions and
tenant improvement allowances as are found in the Building, and if none, then in similar buildings in the Research Triangle Park area;
provided, however, that in no event shall the Minimum Annual Rent during the applicable Extension Term be less than the highest Minimum
Annual Rent payable during the immediately preceding term.  The Monthly Rental Installments shall be an amount equal to one-twelfth (1/12)
of the Minimum Annual Rent for the applicable Extension Term and shall be paid at the same time and in the same manner as provided in the
Lease.   Landlord reserves the right in the event of any extension of the Lease Term to require Tenant to obtain higher minimum amounts or
different types of insurance if Landlord can demonstrate that it is customary for other landlords of similar buildings in the area to require similar
sized tenants in similar industries to carry insurance of such higher minimum amounts or such different types.



Section 17.02.  Existing Lease.  Landlord and Tenant hereby acknowledge and agree that the current lease between
Landlord and Tenant with respect to the Leased Premises (the "Existing Lease") shall be null and void and of no further force and effect after
the Commencement Date and Landlord and Tenant shall be released and discharged from their respective obligations under the Existing
Lease, and neither party shall have any further liability under the Existing Lease, excluding, however, the obligations of Tenant attributable to
any period of the Existing Lease on or prior to the Commencement Date


                                              -23-







(including without limitation the payment of Base Rent and the
reconciliation of expenses) and any obligations of Tenant under the Existing Lease which survive termination thereof.  


Section 17.03.  Right of First Refusal - Perimeter Two.


(a)Provided that (i)  no Default has occurred and is then continuing, (ii) the creditworthiness of Tenant is the same or better
than the date hereof, or otherwise reasonably acceptable to Landlord, (iii) Tenant originally named herein or a Permitted Transferee
remains in possession of the Leased Premises throughout the Lease Term, and (iv) Landlord owns the Perimeter Two building, Tenant
shall have a one-time right of first refusal during the initial Lease Term ("Perimeter Two Refusal Option") to lease any space in any speculative
(not one hundred percent preleased and not a build to suit) office building constructed and owned by Landlord on the land north of the Building
shown on Exhibit F attached hereto ("Perimeter Two Refusal Space").  Prior to entering into any lease that includes all or
any portion of the Perimeter Two Refusal Space, Landlord shall notify Tenant in writing (the "Perimeter Two Landlord's Notice") of Landlord's
receipt of an arms-length offer to lease such space that Landlord is willing to accept from a bona fide third party offeror ("Perimeter Two
Bona Fide Offer") and setting forth the material terms of the Perimeter Two Bona Fide Offer and such other terms as are herein provided.
If the Perimeter Two Bona Fide Offer includes space in addition to the Perimeter Two Refusal Space, then the Perimeter Two Refusal Space
shall be deemed to include, and this Perimeter Two Refusal Option shall be deemed to apply to, all of the space included in the Perimeter Two
Bona Fide Offer.  Tenant shall have ten (10) business days after Tenant receives the Perimeter Two Landlord's Notice in which to notify
Landlord in writing of its election to lease the Perimeter Two Refusal Space which is the subject of the Perimeter Two Landlord's Notice upon
the terms set forth in the Perimeter Two Landlord's Notice.  If Tenant declines to exercise this Perimeter Two Refusal Option with respect to a
particular Perimeter Two Landlord's Notice or fails to give such written notice within the time period required, Tenant shall be deemed to have
waived this Perimeter Two Refusal Option with respect to that space which was the subject of the Perimeter Two Landlord's Notice , and
thereafter this Perimeter Two Refusal Option shall be void and of no further force or effect with respect to the space which is the subject of the
Perimeter Two Landlord's Notice, and Landlord shall be free to lease that space to the bona fide offeror or any other third party at any time
during the Lease Term and any extensions thereof.


(b)The Perimeter Two Refusal Space shall be leased by Tenant at the rental rate and the lease term and upon such other terms and
conditions, as are contained in the Perimeter Two Bona Fide Offer.  Landlord reserves the right in the event that Tenant's exercises its
Perimeter Two Refusal Option to
require Tenant to obtain higher minimum amounts or different types of insurance if Landlord can demonstrate that it is customary for other
landlords of similar buildings in the area to require similar sized tenants in similar industries to carry insurance of such higher minimum
amounts or such different types.


(c)If Tenant shall exercise the Perimeter Two Refusal Option, the parties shall enter into a new lease for the Perimeter Two
Refusal Space upon the terms and conditions set forth above.  If Tenant shall fail to enter into such new lease within thirty (30) days following
Tenant's exercise of the Perimeter Two Refusal Option, then Landlord may terminate this Perimeter Two Refusal Option, by notifying Tenant in
writing, in which event this Perimeter Two Refusal Option shall become void and of no further force or effect, and Landlord shall thereafter be
free to lease the Perimeter Two Refusal Space to the bona fide offeror or any other third party. 


(d)This Perimeter Two Refusal Option is personal to Tekelec or any Permitted Transferee as provided in Section 11.02
and shall not inure to the benefit of any other successor or assign.


Section 17.04.  Right of First Refusal - Perimeter One.



                                              -24-






(a)Provided that (i)  no Default has occurred and is then continuing, (ii) the creditworthiness of Tenant is the same or better
than the date hereof, or otherwise reasonably acceptable to Landlord, (iii) Tenant originally named herein or a Permitted Transferee
remains in possession of the Leased Premises throughout the Lease Term, and (iv) Landlord owns the building located at 3005
Carrington Mill Boulevard ("Perimeter One"), and subject to any rights of other tenants to the Perimeter One Refusal Space (as defined herein)
and Landlord's right to renew or extend the lease term of any other tenant with respect to the portion of the Perimeter One Refusal Space now
or hereafter leased by such other tenant, Tenant shall have a one-time right of first refusal during the initial Lease Term ("Perimeter One
Refusal Option") to lease the space in the Perimeter One building shown on Exhibit G attached hereto ("Perimeter One
Refusal Space").  Prior to entering into any lease that includes all or any portion of the Perimeter One Refusal Space, Landlord shall notify
Tenant in writing (the " Perimeter One Landlord's Notice") of Landlord's receipt of an arms-length offer to lease such space that Landlord is
willing to accept from a bona fide third party offeror ("Perimeter One Bona Fide Offer") and setting forth the material terms of the
Perimeter One Bona Fide Offer and such other terms as are herein provided.  If the Perimeter One Bona Fide Offer includes space in addition
to the Perimeter One Refusal Space, then the Perimeter One Refusal Space shall be deemed to include, and this Perimeter One Refusal
Option shall be deemed to apply to, all of the space included in the Perimeter One Bona Fide Offer.  Tenant shall have ten (10) business days
after Tenant receives the Perimeter One Landlord's Notice in which to notify Landlord in writing of its election to lease the Perimeter One
Refusal Space which is the subject of the Perimeter One Landlord's Notice upon the terms set forth in the Perimeter One Landlord's Notice.  If
Tenant declines to exercise this Perimeter One Refusal Option with respect to a particular Perimeter One Landlord's Notice or fails to give
such written notice within the time period required, Tenant shall be deemed to have waived this Perimeter One Refusal Option with respect to
that space which was the subject of the Perimeter One Landlord's Notice, and thereafter this Perimeter One Refusal Option shall be void and
of no further force or effect with respect to the space which is the subject of the Perimeter One Landlord's Notice, and Landlord shall be free to
lease that space to the bona fide offeror or any other third party at any time during the Lease Term and any extensions thereof.


(b)The Perimeter One Refusal Space shall be leased by Tenant at the rental rate and the lease term and upon such other terms and
conditions, as are contained in the Perimeter One Bona Fide Offer.  Landlord reserves the right in the event that Tenant's exercises its
Perimeter One Refusal Option to
require Tenant to obtain higher minimum amounts or different types of insurance if Landlord can demonstrate that it is customary for other
landlords of similar buildings in the area to require similar sized tenants in similar industries to carry insurance of such higher minimum
amounts or such different types.


(c)If Tenant shall exercise the Perimeter One Refusal Option, the parties shall enter into a new lease for the Perimeter One
Refusal Space upon the terms and conditions set forth above.  If Tenant shall fail to enter into such new lease within thirty (30) days following
Tenant's exercise of the Perimeter One Refusal Option, then Landlord may terminate this Perimeter One Refusal Option, by notifying Tenant in
writing, in which event this Perimeter One Refusal Option shall become void and of no further force or effect, and Landlord shall thereafter be
free to lease the Perimeter One Refusal Space to the bona fide offeror or any other third party. 


(d) This Perimeter One Refusal Option is personal to Tekelec or any Permitted Transferee as provided in Section 11.02
and shall not inure to the benefit of any other successor or assign.


Section 17.05.  Right of First Offer to Purchase - Building.  Provided that no Default has occurred and is then continuing,
Landlord hereby grants to Tenant a right of first offer (the "Building Purchase Offer") to purchase the Building, subject to the terms and
conditions set forth herein.


                                              -25-






(a)The term of the Building Purchase Offer shall commence as of the date hereof and shall continue throughout the initial Lease
Term, unless sooner terminated pursuant to the terms hereof.  Notwithstanding anything contained herein to the contrary, in the event the
Lease is terminated or expires prior to the exercise of the Building Purchase Offer by Tenant, then the Building Purchase Offer shall
terminate.


(b)Prior to offering the Building for sale to a third party, Landlord shall deliver to Tenant a written notice that Landlord intends to
list the Building for sale (the " Building Notice to Sell"), which Building Notice to Sell shall specify, among other things, the purchase price for
the Building and the terms of payment (the "Building Purchase Price") and the closing date.  Tenant shall have fifteen (15) days after receipt of
the Building Notice to Sell to deliver an offer to Landlord offering to purchase the Building (the " Building Notice of Purchase") for the Building
Purchase Price and on the terms set forth in the Building Notice to Sell.  The negotiation and execution of a mutually acceptable purchase and
sale agreement, based on Landlord's standard form, must occur no more than thirty (30) calendar days after the date on which Tenant gives
Landlord the Building Notice of Purchase.  Landlord and Tenant agree to negotiate said purchase and sale agreement during said 30-day
period in good faith; provided, however, that Tenant acknowledges that the purchase and sale agreement will provide that the contemplated
purchase and sale is subject to approval thereof by Landlord's investment committee on or before the expiration of any applicable inspection
period set forth therein.


(c)If Tenant fails or elects not to give the Building Notice of Purchase within said fifteen (15) day period, then this Building
Purchase Offer shall terminate and Landlord may proceed to offer to sell the Building, and may thereafter sell the Building, without any longer
being subject to this Purchase Offer.  


(d)If Tenant elects to give the Building Notice of Purchase within said fifteen (15) day period, but a mutually acceptable purchase
and sale agreement is not executed, delivered and accepted by and between Landlord and Tenant within the thirty (30) calendar day period
referenced in subsection (b) above, then this Building Purchase Offer shall terminate and Landlord may proceed to offer to sell the Building,
and may thereafter sell the Building, without any longer being subject to this Building Purchase Offer.


(e)The following transactions by Landlord shall be excluded from the Building Purchase Offer:


(i)A transfer of the Building from Landlord to a joint venture partner of Landlord, or from one joint venture partner of Landlord
to another joint venture partner of Landlord, or a transfer of the Building to an entity controlled by Landlord or a joint venture partner of
Landlord;


(ii)A transfer of the Building to an industrial development authority or other governmental or quasi-governmental agency
(collectively, the "Agency") as part of a tax reduction or tax abatement program in which Landlord leases the Building back from the Agency
and then subleases to a tenant;


(iii)A sale of the Building to the appropriate condemning authority pursuant to eminent domain or under threat of eminent
domain; or


(iv)If Landlord creates a security interest in the Building as collateral for a loan.




                                              -26-






(f)This Building Purchase Offer shall be null and void and terminate if Tenant is a holdover Tenant pursuant to Section
2.04 of the Lease.


(g)Pursuant to a commission agreement between Landlord and W.C. Pinkard & Co.,
Inc., a Missouri corporation ("Pinkard"), in the event that Tenant exercises its right of first offer to purchase
as set forth in this Section 17.05, Pinkard will be paid a commission of one and one-half percent (1.5%) of the total Purchase Price,
which commission shall be paid out of the Building Purchase Price.  


(h)This Right of First Offer to Purchase the Building is personal to Tekelec or any Permitted Transferee as provided in Section
11.02 and shall not inure to the benefit of any other successor or assign.


Section 17.06.  Right of First Offer to Purchase - Adjacent Land.  Provided that no Default has occurred and is then
continuing, and Landlord owns the Adjacent Land, Landlord hereby grants to Tenant a right of first offer (the "Adjacent Land Purchase Offer")
to purchase the adjacent land shown on Exhibit H attached hereto (the "Adjacent Land"), subject to the terms and conditions
set forth herein.


(a)The term of the Adjacent Land Purchase Offer shall commence as of the date hereof and shall continue throughout the initial
Lease Term, unless sooner terminated pursuant to the terms hereof.  Notwithstanding anything contained herein to the contrary, in the event
the Lease is terminated or expires prior to the exercise of the Adjacent Land Purchase Offer by Tenant, then the Adjacent Land Purchase Offer
shall terminate.


(b)Prior to offering the Adjacent Land for sale to a third party, Landlord shall deliver to Tenant a written notice that Landlord
intends to list the Adjacent Land for sale (the "Adjacent Land Notice to Sell"), which Adjacent Land Notice to Sell shall specify, among other
things, the purchase price for the Adjacent Land and the terms of payment (the "Adjacent Land Purchase Price") and the closing date.  Tenant
shall have fifteen (15) days after receipt of the Adjacent Land Notice to Sell to deliver an offer to Landlord offering to purchase the Adjacent
Land (the "Adjacent Land Notice of Purchase") for the Adjacent Land Purchase Price and on the terms set forth in the Adjacent Land Notice to
Sell.  The negotiation and execution of a mutually acceptable purchase and sale agreement, based on Landlord's standard form, must occur
no more than thirty (30) calendar days after the date on which Tenant gives Landlord the Adjacent Land Notice of Purchase.  Landlord and
Tenant agree to negotiate said purchase and sale agreement during said 30-day period in good faith; provided, however, that Tenant
acknowledges that the purchase and sale agreement will provide that the contemplated purchase and sale is subject to approval thereof by
Landlord's investment committee on or before the expiration of any applicable inspection period set forth therein.


(c)If Tenant fails or elects not to give the Adjacent Land Notice of Purchase within said fifteen (15) day period, then this Adjacent
Land Purchase Offer shall terminate and Landlord may proceed to offer to sell the Adjacent Land, and may thereafter sell the Adjacent Land,
without any longer being subject to this Adjacent Land Purchase Offer.  


(d)If Tenant elects to give the Adjacent Land Notice of Purchase within said fifteen (15) day period, but a mutually acceptable
purchase and sale agreement is not executed, delivered and accepted by and between Landlord and Tenant within the thirty (30) calendar day
period referenced in subsection (b) above, then this Adjacent Land Purchase Offer shall terminate and Landlord may proceed to offer to sell
the Adjacent Land, and may thereafter sell the Adjacent Land, without any longer being subject to this Adjacent Land Purchase Offer.


                                              -27-






(e)The following transactions by Landlord shall be excluded from the Adjacent Land Purchase Offer:


(i)A transfer of the Adjacent Land from Landlord to a joint venture partner of Landlord, or from one joint venture partner of
Landlord to another joint venture partner of Landlord, or a transfer of the Adjacent Land to an entity controlled by Landlord or a joint venture
partner of Landlord;


(ii)A transfer of the Adjacent Land to an industrial development authority or other governmental or quasi-governmental
agency (collectively, the "Agency") as part of a tax reduction or tax abatement program in which Landlord leases the Adjacent Land back from
the Agency and then subleases to a tenant;


(iii)A sale of the Adjacent Land to the appropriate condemning authority pursuant to eminent domain or under threat of
eminent domain; or


(iv)If Landlord creates a security interest in the Adjacent Land as collateral for a loan.




(f)This Adjacent Land Purchase Offer shall be null and void and terminate if Tenant is a holdover Tenant pursuant to
Section 2.04 of the Lease.


(g)Pursuant to a commission agreement between Landlord and W.C. Pinkard & Co.,
Inc., a Missouri corporation ("Pinkard"), in the event that Tenant exercises its right of first offer to purchase
as set forth in this Section 17.06, Pinkard will be paid a commission of one and one-half percent (1.5%) of the total Purchase Price,
which commission shall be paid out of the Purchase Price.  


(h)This Right of First Offer to Purchase the Adjacent Land is personal to Tekelec or any Permitted Transferee as provided in
Section 11.02 and shall not inure to the benefit of any other successor or assign.


Section 17.07.  Roof Rights.


(a)Roof Area.  "Roof Area" shall mean the surface of the roof of the Building.


(b)Dish.  "Dish" shall mean three (3) satellite dishes and related equipment.


(c)License of Roof Area.  Provided (i) Tenant is not in Default under the Lease, (ii) Tenant complies with all zoning and other
municipal and county rules and regulations, and all applicable restrictions of record, and (iii) Landlord, in its reasonable discretion, has space
available on the Roof Area, Tenant shall have the right, at its own cost and expense and subject to the terms hereof, to install, operate and
maintain the Dish on the Roof Area, so long as the Dish is used exclusively for Tenant's use and not sold to or utilized in any manner by a third
party (other than a subtenant or assignee occupying the Leased Premises).  Tenant shall be solely responsible for obtaining any necessary
permits and licenses required to install and operate the Dish.  Copies of such permits and licenses shall be provided to Landlord.


(d)Installation of the Dish.  


(i)The size, location, design and manner of installation of the Dish and all related wiring shall be reasonably designated and
approved by Landlord.  Landlord, in its reasonable discretion,




                                              -28-







may require Tenant to install screening around the Dish.  After obtaining
Landlord's written approval (not to be unreasonably withheld, conditioned or delayed), Tenant shall have reasonable access to the roof for
installation and maintenance of the Dish and shall have the right to install all reasonable wiring related thereto.  Unless otherwise approved by
Landlord in writing, however, in no event shall Tenant be permitted to penetrate the roof membrane in connection with the installation or
maintenance of the Dish.  Tenant shall be responsible for repairing any damages caused by the installation or maintenance of the Dish.


(ii)Tenant shall use the roofing company specified by Landlord to perform any work affecting the roof, provided the costs
charged by such roofer are competitive with charges for similar services within the same geographic region.  All cable runs, conduit and
sleeving shall be installed in a good and workmanlike manner.  Cables and transmission lines shall be routed and attached in accordance with
current, prevailing industry practices.  The Dish shall be identified with permanently marked, weather proof tags at the following locations:  (A)
each dish bracket; (B) at the transmission line building entry point; (C) at the interior wall feed through or any other transmission line exit point;
and (D) at any transmitter combiner, duplexer, or multifed receive port.  In addition, all Tenant telephone blocks, demarcs, and cables shall be
clearly identified with Tenant's name, type of line, and circuit number.


(iii)Tenant shall install, operate and maintain the Dish in accordance with all federal, state and local laws and regulations.  Prior to
installation of the Dish, Tenant shall, on behalf of the installer, provide Landlord with a certificate of insurance reasonably satisfactory to
Landlord.




(e)Roof Work.  If, during the Lease Term, as same may be extended, Landlord needs to perform maintenance work to
Landlord's equipment on the roof of the Building or repair or replace the roof of the Building ("Roof Work"), Tenant agrees to cooperate and
work with Landlord (to relocate Tenant's equipment at Tenant's sole cost and expense) to achieve said Roof Work.  Landlord agrees to provide
at least thirty (30) days' notice to Tenant of Landlord's intention to perform said work; except in the case of emergency Roof Work, in which
case Landlord shall give as much notice as possible under the circumstances.  Such Roof Work may require the relocation of any portion of
the Dish at Tenant's sole cost and expense or Tenant's installation of temporary equipment. Moreover, if a temporary relocation of the Dish is
required to accommodate the Roof Work, Landlord agrees to exercise commercially reasonable efforts to identify a technically feasible
alternative location for the relocation portion of the Dish that will not materially impede the Roof Work.  Notwithstanding the foregoing, Landlord
does not warrant and represent that an alternative location will be available and, consequently, Landlord's obligation to provide such alternative
location is subject to the availability of such space.  Notwithstanding the foregoing, Tenant shall move the Dish back to its original location after
the Roof Work is completed unless the parties agree to utilize the relocated area permanently.


(f)Emergencies.  Notwithstanding the foregoing, if an emergency situation exists which Landlord reasonably determines,
to be attributable to the Dish, Landlord shall immediately notify Tenant verbally, who shall act diligently and expediently to remedy the
emergency situation.  Should Tenant fail to so remedy the emergency situation or should Landlord reasonably determine that the response
time by Tenant is not adequate given the nature of the emergency, Landlord may then shut down the Dish and Tenant shall have no recourse
against Landlord as a result of such action.  


(g)Removal of the Dish upon Termination.  Following any termination or expiration of the Lease, Tenant shall remove the
Dish from the Building.  In performing such removal, Tenant shall restore the Roof Area and any personal property and fixtures thereon to as
good a condition as existed prior to the installation or placement of the Dish, reasonable wear and tear excepted.  If Tenant fails to remove the
Dish within ten (10) days after expiration or earlier termination of the Lease, Landlord may remove and


                                              -29-







dispose of the Dish and Tenant shall
reimburse Landlord for the reasonable costs of such removal and restoration of the Roof Area.  Moreover, Landlord may deem the Dish
abandoned, in which event the Dish shall become Landlord's property.  This subsection (g) shall survive the expiration or earlier termination of
the Lease.


(h)Utilities.  Tenant shall be responsible for obtaining and paying for all utilities to operate the Dish. 


(i)Indemnification.  Any language in the Lease notwithstanding, except to the extent arising directly as a result of
Landlord's gross negligence or willful misconduct, Landlord shall not be liable and Tenant shall indemnify, defend and hold Landlord harmless
from and against any and all liability, damages (including but not limited to personal injury, death, or property damages), costs and expenses
(including, without limitation, attorneys' fees actually incurred, without regard to statutory interpretation) incurred by Landlord arising from any
Dish related cause whatsoever, including those arising from the installation, use, maintenance and removal thereof.


Section 17.08.Tenant Improvements Allowance.  Tenant shall have the right, after January 1, 2010, to request in
writing that Landlord fund various leasehold improvements within the Leased Premises and/or improvements to the Leased Premises that
Tenant leases from Landlord's affiliate, Duke Realty Limited Partnership, located at 5200 East Paramount Parkway, Morrisville, North Carolina,
27560 (the "Tenant Improvements") which improvements must be completed and funded prior to December 31, 2011, and shall be
subject to Landlord's review and approval.  If Tenant fails to exercise such right as aforesaid, Tenant shall be deemed to have waived its rights
pursuant to this Section 17.08.  Tenant shall be responsible for the cost to construct and install the Tenant Improvements only to the
extent that the cost statement, taking into account any increases or decreases resulting from any change orders, exceeds Four Hundred
Eighty-Two Thousand Two Hundred Forty-One and No/100 Dollars ($482,241.00) (the "TI Allowance").  In the event that Landlord
is selected as general contractor, if the cost to construct and install the Tenant Improvements will exceed the TI Allowance, Tenant shall
deliver fifty percent (50%) of such excess to Landlord within ten (10) business days following Landlord's written demand therefore.  Following
substantial completion of the Tenant Improvements, Tenant shall pay to Landlord the remaining difference between the cost statement (taking
into account any increases or decreases resulting from any change orders) and the TI Allowance within ten (10) business days of Landlord's
request therefor.  Tenant's failure to deliver the payments required in this paragraph shall entitle Landlord to stop the construction and
installation of the Tenant Improvements until such payment is received, and any resulting delay shall constitute a tenant delay hereunder.  In
addition, all delinquent payments shall accrue interest at 15% per annum.  In the event that Tenant does not utilize the entire TI Allowance
prior to December 31, 2011, the remaining portion of the TI Allowance, if any, shall be retained and belong to Landlord.  Tenant agrees that, at
Tenant's option, the construction and installation of the Tenant Improvements to the Leased Premises shall be performed by a subsidiary or
affiliate of Landlord that such subsidiary or affiliate shall receive an eight percent (8%) fee based upon an open book approach with its general
condition amounts competitive with other general contracting firms in the Raleigh/Durham area.  All subtrades shall be bid to 3 firms for the
purpose of determining the most competitive pricing for the construction of Tenant Improvements.  In the event that Tenant does not utilize
Landlord, or a subsidiary or affiliate of Landlord for construction of the Tenant Improvements, Landlord shall receive an oversight fee equal to
three and one-half percent (3.5%) of the cost of the Tenant Improvements and Landlord shall provide Tenant and Tenant's contractor with
Landlord's reasonable requirements for such work in the Leased Premises and the payment of the TI Allowance to Tenant, in Landlord's sole
discretion.


Section 17.09.  Emergency Generator.


                                              -30-






(a)Tenant, at its sole cost and expense and subject to the terms of this Lease, shall have the right to operate and maintain life safety,
emergency, and business sustainability generators and related equipment (collectively, the "Generators") located in the Leased Premises.
Tenant shall operate and maintain the Generators in accordance with all federal, state and local laws and regulations and with any protective
covenants.  Tenant shall be solely responsible for obtaining any necessary permits and licenses required to operate and maintain the
Generators and shall provide copies thereof to Landlord.  Tenant shall at all times keep the Generators and the surrounding area in a clean
and orderly condition.


(b)Tenant, at its sole cost and expense, shall be responsible for removing non-life safety generators and the screening surrounding
non-life safety generators and for restoring the Building and/or Common Areas affected by non-life safety generators and screening to their
original condition after such removal.  Tenant agrees, within thirty (30) days after written notice from Landlord, to remove the non-life safety
generators and screening surrounding same in the event any governmental entity or applicable law or regulation requires removal thereof or
Tenant fails to materially comply with the terms stated herein.  Such removal shall be in accordance with all of the terms and conditions set
forth herein.  If Tenant fails to remove non-life safety generators and screening surrounding same from the Building or Common Areas upon
expiration or earlier termination of the Lease, or after expiration of the thirty (30) day notice period provided above, non-life safety generators
and screening surrounding same shall be deemed abandoned by Tenant and shall become the property of Landlord, or Landlord may remove
the same at Tenant's expense.  


Section 17.10.  Memorandum of Lease.  The parties agree that this Lease may not
be recorded but that upon the request of one party, the parties will execute a Memorandum of Lease for recording.  The parties agree to
remove the Memorandum of Lease of record upon the expiration or earlier termination of this Lease.  In the event of an early termination as a
result of Tenant's Default and vacation of the Leased Premises, Tenant agrees that Landlord can unilaterally remove the Memorandum of
Lease of record.


Section 17.11.Compliance With Law.


(a)Existing Governmental Regulations.  If any federal, state or local laws, ordinances, orders, rules, regulations or
requirements (collectively, "Governmental Requirements") in existence as of the date of the Lease require an alteration or modification of the
Leased Premises (a "Code Modification") and such Code Modification (i) is not made necessary as a result of the specific use being made by
Tenant of the Leased Premises (as distinguished from an alteration or improvement which would be required to be made by the owner of any
warehouse-office building comparable to the Building irrespective of the use thereof by any particular occupant), and (ii) is not made necessary
as a result of any alteration of the Leased Premises by Tenant, such Code Modification shall be performed by Landlord, and the cost thereof
shall be included in Operating Expenses without being subject to any applicable cap on expenses set forth herein.


(b)Governmental Regulations - Landlord Responsibility.  If, as a result of one or more Governmental Requirements that
are not in existence as of the date of this Lease, it is necessary from time to time during the Lease Term, to perform a Code Modification to the
Building or the Common Areas that (i) is not made necessary as a result of the specific use being made by Tenant of Leased Premises (as
distinguished from an alteration or improvement which would be required to be made by the owner of any warehouse-office building
comparable to the Building irrespective of the use thereof by any particular occupant), and (ii) is not made necessary as a result of any
alteration of the Leased Premises by Tenant, such Code Modification shall be performed by Landlord and cost thereof shall be included in
Operating Expenses without being subject to any applicable cap on expenses set forth herein.


                                              -31-






(c)Governmental Regulations - Tenant Responsibility.  If, as a result of one or more Governmental Requirements, it is
necessary from time to time during the Lease Term to perform a Code Modification to the Building or the Common Areas that is made
necessary as a result of the specific use being made by Tenant of the Leased Premises or as a result of any alteration of the Leased Premises
by Tenant, such Code Modification shall be the sole and exclusive responsibility of Tenant in all respects; provided, however, that Tenant shall
have the right to retract its request to perform a proposed alteration in the event that the performance of such alteration would trigger the
requirement for a Code Modification.


Section 17.12.  Tenant Access.  Tenant, its employees, agents, and invitees shall have access to the Leased Premises
twenty-four (24) hours a day, seven (7) days a week.  Landlord agrees that if Tenant shall perform all of the covenants and agreements herein
provided to be performed on Tenant's part, Tenant shall at all times during the Term, have the peaceable and quiet enjoyment of possession of
the Leased Premises without any manner of hindrance from Landlord or any persons lawfully claiming under Landlord.


Section 17.13.Interruption of Tenant's Business Operation.  


(a)Notwithstanding anything to the contrary contained in this Lease, if Tenant cannot reasonably use the Leased Premises for
Tenant's Permitted Use by reason of the failure of Landlord to provide a service required to be provided by Landlord under this Lease, and
such failure is totally within Landlord's control to correct and such condition exists for three (3) or more consecutive calendar days after notice
thereof has been given by Tenant to Landlord within any thirty (30) day period, then Tenant may undertake all reasonable action to cure
Landlord's failure of performance.  If Tenant elects to cure such Default, Tenant shall, prior to commencement of the work to cure the
Default, provide to Landlord a specific description of the work to be performed by Tenant and the name of Tenant's contractor.  Any
materials used shall be of equal or better quality than currently exists in the Building and Tenant's contractor shall be adequately insured and
of good reputation. Landlord agrees to reimburse Tenant on demand for all reasonable, third party out-of-pocket expenses incurred by Tenant
in connection therewith, provided that Tenant delivers to Landlord adequate bills or other supporting evidence substantiating said cost.   


(b)In the event Landlord is responsible for an interruption in the supply of utilities as provided herein, and such interruption adversely
affects Tenant's ability to conduct its business in the Leased Premises for more than three (3) consecutive business days, Tenant shall be
entitled to an abatement of base rental for each day after the third (3rd) business day during which the interruption continues as
its sole remedy for such interruption; provided, however, that if Tenant has elected to cure such Default as provided herein and has caused a
delay in restoration of utilities, Tenant shall not be entitled to an abatement during any period of Tenant Delay.


(c)Landlord agrees that Landlord will not enter into a contract with any site work contractor for work which may interfere with Tenant's
utilities which releases such contractor from any liability for any interruption of Tenant's utilities caused by such contractor.  In addition, in the
event that an interruption of utilities arises out of the negligence of Landlord's third party contractor, Landlord agrees to use commercially
reasonable efforts to cooperate with Tenant in Tenant's pursuit of any remedy available to Tenant. 


Section 17.14.  Existing Allowance.   Notwithstanding the provisions of Section 17.02 hereinabove, Tenant
shall have the right to utilize the remaining portion of the Upfit Allowance (as defined in the Existing Lease) in an amount of Two Hundred
Sixty-Five Thousand Four Hundred Ninety-


                                              -32-







Four and 85/100 Dollars ($265,494.85) for Tenant Improvements as further described in Section 17.08 above.



 

 


                                              -33-






IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first above written.



	 	
LANDLORD:


DUKE CONSTRUCTION LIMITED
PARTNERSHIP, an Indiana limited partnership 

By:Duke Business Centers Corporation, an
Indiana corporation, its sole general partner


             By:   /s/ Jeffrey B. Sheehan

   Jeffrey B. Sheehan

   Senior Vice President

   Raleigh Operations


	 	 



 

 


	 	
TENANT:


TEKELEC, a California corporation doing
business in North Carolina as Tekelec, Inc.


 

By:        /s/ David Rice

   Name:       DAVID RICE

   Title:         SVP OPS/SERV


 







 

 


                                              -34-







EXHIBIT A



SITE PLAN OF LEASED PREMISES



[TO BE ADDED]




                                              Exhibit A 

                                                             Page 1 of 1






EXHIBIT B



INTENTIONALLY OMITTED


 

 

 



                                              Exhibit B 

                                                             Page 1 of 1








EXHIBIT C


INTENTIONALLY OMITTED



END OF EXHIBIT C


                                              Exhibit C 

                                                             Page 1 of 1









EXHIBIT D



INTENTIONALLY OMITTED



                                              Exhibit D 

                                                             Page 1 of 1








EXHIBIT E


RULES AND REGULATIONS


1.The sidewalks, entrances, driveways and roadways serving and adjacent to the Leased Premises shall not be obstructed or
used for any purpose other than ingress and egress.  Landlord shall control the Common Areas.


2.No awnings or other projections shall be attached to the outside walls of the Building.  No curtains, blinds, shades or screens
shall be attached to or hung in, or used in connection with, any window or door of the Leased Premises other than Landlord standard window
coverings without Landlord's prior written approval.  All electric ceiling fixtures hung in offices or spaces along the perimeter of the Building
must be fluorescent, of a quality, type, design and tube color approved by Landlord.  Neither the interior nor the exterior of any windows shall
be coated or otherwise sunscreened without written consent of Landlord.


3.No sign, advertisement, notice or handbill shall be exhibited, distributed, painted or affixed by any tenant on, about or from any
part of the Leased Premises, the Building or in the Common Areas including the parking area without the prior written consent of Landlord.  In
the event of the violation of the foregoing by any tenant, Landlord may remove or stop same without any liability, and may charge the expense
incurred in such removal or stopping to tenant.


4.The sinks and toilets and other plumbing fixtures shall not be used for any purpose other than those for which they were
constructed, and no sweepings, rubbish, rags, or other substances shall be thrown therein.  All damages resulting from any misuse of the
fixtures shall be borne by the tenant who, or whose subtenants, assignees or any of their servants, employees, agents, visitors or licensees
shall have caused the same.


5.No boring shall be permitted, except with the prior written consent of the Landlord and as the Landlord may direct.  Landlord
shall direct electricians as to where and how telephone or data cabling are to be introduced.  The location of telephones, call boxes and other
office equipment affixed to the Leased Premises shall be subject to the approval of Landlord.  


6.No bicycles, vehicles, birds or animals of any kind (except seeing eye dogs) shall be brought into or kept in or about the Leased
Premises, and no cooking, with the exception of on-site cafeteria services, shall be done or permitted by any tenant on the Leased Premises,
except microwave cooking, and the preparation of coffee, tea, hot chocolate and similar items for tenants and their employees.  No tenant shall
cause or permit any unusual or objectionable odors to be produced in or permeate from the Leased Premises.


7.The Leased Premises shall not be used for manufacturing, unless such use conforms to the zoning applicable to the area, and
the Landlord provides written consent.  No tenant shall occupy or permit any portion of the Leased Premises to be occupied as an office for the
manufacture or sale of liquor, narcotics, or tobacco in any form, or as a medical office, or as a barber or manicure shop, or a dance, exercise
or music studio, or any type of school or daycare or copy, photographic or print shop or an employment bureau without the express written
consent of Landlord.  The Leased Premises shall not be used for lodging or sleeping or for any immoral or illegal purpose.


8.No tenant shall make, or permit to be made any unseemly, excessive 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.  No tenant shall throw anything out of doors, windows or down the passageways.


                                              Exhibit E 

                                                             Page 1 of 3






9.No tenant, subtenant or assignee nor any of its servants, employees, agents, visitors or licensees, shall at any time bring or
keep upon the Leased Premises any flammable, combustible or explosive fluid, chemical or substance or firearm.


10.No additional locks or bolts of any kind shall be placed upon any of the doors or windows by any tenant, nor shall any changes
be made to existing locks or the mechanism thereof.  Each tenant must upon the termination of his tenancy, restore to the Landlord all keys of
doors, offices, and toilet rooms, either furnished to, or otherwise procured by, such tenant and in the event of the loss of keys so furnished,
such tenant shall pay to the Landlord the cost of replacing the same or of changing the lock or locks opened by such lost key if Landlord shall
deem it necessary to make such changes.


11.No tenant shall overload the floors of the Leased Premises.  All damage to the floor, structure or foundation of the Building
due to improper positioning or storage items or materials shall be repaired by Landlord at the sole cost and expense of tenant, who shall
reimburse Landlord immediately upon demand.


12.Each tenant shall be responsible for all persons entering the Building at tenant's invitation, express or implied.  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.  In case of an
invasion, mob riot, public excitement or other circumstances rendering such action advisable in Landlord's opinion, Landlord reserves the right
without any abatement of rent to require all persons to vacate the Building and to prevent access to the Building during the continuance of the
same for the safety of the tenants and the protection of the Building and the property in the Building.


13.Canvassing, soliciting and peddling in the Building are prohibited, and each tenant shall report and otherwise cooperate to
prevent the same.


14.All equipment of any electrical or mechanical nature shall be placed by tenant in the Leased Premises in settings that will, to
the maximum extent possible, absorb or prevent any vibration, noise and annoyance.


15.There shall not be used in any space, either by any tenant or others, any hand trucks except those equipped with rubber tires
and rubber side guards.


16.The scheduling of tenant move-ins shall be before or after normal business hours and on weekends, subject to the reasonable
discretion of Landlord.


17.The Building is a smoke-free Building.  Smoking is strictly prohibited within the Building.  Smoking shall only be allowed in
areas designated as a smoking area by Landlord.  Tenant and its employees, representatives, contractors or invitees shall not smoke within
the Building or throw cigar or cigarette butts or other substances or litter of any kind in or about the Building, except in receptacles for that
purpose.  Landlord may, at its sole discretion, impose a charge against monthly rent of $50.00 per violation by tenant or any of its employees,
representatives, contractors or invitees, of this smoking policy.


18.Tenants will insure that all doors are securely locked, and water faucets, electric lights and electric machinery are turned off
before leaving the Building.


19Tenant, its employees, customers, invitees and guests shall, when using the parking facilities in and around the Building,
observe and obey all signs regarding fire lanes and no-parking and driving speed


                                              Exhibit E 

                                                             Page 2 of 3








zones and designated handicapped and visitor spaces, and
when parking always park between the designated lines.  Landlord reserves the right to tow away, at the expense of the owner, any vehicle
which is improperly parked or parked in a no-parking zone or in a designated handicapped area, and any vehicle which is left in any parking lot
in violation of the foregoing regulation.  All vehicles shall be parked at the sole risk of the owner, and Landlord assumes no responsibility for
any damage to or loss of vehicles.


20.Tenant shall be responsible for and cause the proper disposal of medical waste, including hypodermic needles, created by its
employees.


21.No outside storage is permitted including without limitation the storage of trucks and other vehicles.


22.No tenant shall be allowed to conduct an auction from the Leased Premises without the prior written consent of Landlord.


It is Landlord's desire to maintain in the Building and Common Areas the highest standard of dignity and good taste consistent with comfort
and convenience for tenants.  Any action or condition not meeting this high standard should be reported directly to Landlord.  The Landlord
reserves the right to make such other and further rules and regulations as in its judgment may from time to time be necessary for the safety,
care and cleanliness of the Building and Common Areas, and for the preservation of good order therein.


 

 

END OF EXHIBIT E


                                              Exhibit E 

                                                             Page 3 of 3






EXHIBIT F



PERIMETER TWO REFUSAL SPACE



[TO BE ADDED]


                                              Exhibit F 

                                                             Page 1 of 1






EXHIBIT G



PERIMETER ONE REFUSAL SPACE



[TO BE ADDED]


                                              Exhibit G 

                                                             Page 1 of 1







EXHIBIT H



ADJACENT LAND



[TO BE ADDED]


                                              Exhibit H 

                                                             Page 1 of 1









EXHIBIT I



BLS INDEX



[TO BE ADDED]



 



                                              Exhibit I 

                                                             Page 1 of 1