Exhibit 10.45


 


5TH FLOOR


 

















 


FIRST LEASE
ADDENDUM


 


This FIRST LEASE ADDENDUM (“Addendum”)
is made and entered into as of November 1, 2002 (the “Effective Date”) by
and between CITINATIONAL-BUCKEYE BUILDING CO., a California limited partnership
(“Landlord”), and CITY NATIONAL
BANK, a national banking association (“Tenant”),
to amend and supplement that certain Office Building Lease between Landlord and
Tenant, dated as of August 1, 2000 (the “Lease”).


 


1.             Terms. All capitalized terms used in this Addendum
that are not otherwise defined herein shall have the same meanings as in the
Lease.


 


2.             Amendment of Paragraph 1 of
the Lease. 
Notwithstanding anything to the contrary contained in Paragraph 1 of the Lease,
the term of the Lease shall terminate on December 31, 2006.


 


3.             Amendments
of Paragraph 7 of the Lease.  Notwithstanding anything to the contrary contained in Paragraph
7 of the Lease, in no event shall Landlord require any completion bond in
connection with any Tenant improvements, alterations or repairs and in no event
shall the administrative fee for Landlord’s administration of Tenant work under
Paragraph 7 exceed 10% of the contract sum.  Furthermore, notwithstanding
anything to the contrary contained in Paragraph 7 of the Lease, at the
expiration of the term of the Lease, Tenant shall not be obligated to remove
any alterations made to any portion of the leased premises.


 


4.             Amendment
of Paragraph 10 of the Lease.  The second sentence of Paragraph 10 of the Lease is hereby
amended to read as follows:


 


“Notice shall be deemed
effective upon receipt of personal delivery or three (3) days after
deposit in any public depository of the United States mail or one (1) business
day after delivery to an overnight courier service.”


 


5.               Amendment of Paragraph 11 of
the Lease. 
Paragraph 11 of the Lease is hereby amended by adding the following:


 


“Landlord shall procure and
obtain comprehensive public liability insurance naming Tenant as an additional
insured in the minimum amount of $1,000,000 combined single limit.  In
addition, Landlord shall procure and maintain 100% replacement cost insurance
for the Building.”


 


6.             Amendment
of Paragraph 12 of the Lease.  Notwithstanding anything to the contrary contained in Paragraph
12 of the Lease, Landlord shall not change the address and/or name of the
Building without sixty (60) days prior notice to Tenant and Tenant’s approval
which shall not be unreasonably withheld, conditioned or delayed.


 


7.             Amendment
of Paragraph 13 of the Lease.  Paragraph 13 of the Lease is hereby amended in its entirety to
read as follows:


 


“If said Building shall be
totally destroyed, this Lease shall thereupon terminate.  If said Building
or the leased premises shall be damaged by fire, earthquake or any


 


1

















 


other cause without fault or
neglect of Tenant, so that the leased premises become untenable, then, if the
leased premises cannot be made tenantable within one hundred twenty (120)
working days after the date of such damage, this Lease may be terminated by
Tenant; in the event the leased premises cannot be made tenantable within one
hundred eighty (180) days after the date of such damage, this Lease may be
terminated by either party.  In any event, if the leased premises is
rendered partially and permanently untenantable by fire, earthquake or other
caused without the fault or neglect of Tenant, the monthly rental shall be
adjusted in the portion that the rental value of the untenantable portion of
the leased premises bears to the rental value of the whole thereof.”


 


8.             Amendment
of Paragraph 22 of the Lease.  Notwithstanding anything to the contrary contained in the Lease,
any subordination by Tenant to any lienholder affecting the leased premises
shall be contingent upon Tenant receiving an acceptable non-disturbance
agreement.


 


9.             Amendment
of Paragraph 29 of the Lease.  Paragraph 29A of the Lease is hereby amended in its entirety to
read as follows:


 


“It shall, at Landlord’s
option, be deemed at breach of this Lease if (1) the Tenant defaults (a) in
the making of any payment of money pursuant to this Lease within five (5) days
after written notice thereof is given by Landlord to Tenant, or (b) in
pursuing any other term, covenant, condition, provision of this Lease if said
default under this Paragraph 29 continues to exist at the expiration of thirty
(30) business days after notice thereof given by Landlord to Tenant, or (2) or
Tenant shall default with respect to any other lease between (a) Landlord
and Tenant or (b) any parent company or subsidiary company or affiliate or
agent of Landlord and Tenant.”


 


10.          Additional
Paragraph 40 to the Lease.  The Lease is hereby amended to add the following as a new
Paragraph 40:


 


“Landlord agrees to
indemnify, protect, defend and hold Tenant and its agents, employees, invitees
and representatives, free and harmless from and against any and all losses,
damages, liabilities, judgments, costs, claims, expenses, penalties, fines and
fees arising out of, relating to, or involving the storage or use of hazardous
substances on the Property (i) by Landlord or (ii) by other tenants
of the Building of which Landlord has actual notice and which Landlord fails to
cause such other tenants to abate within a reasonable time. Further, if a
release of hazardous substances occurs in the Building due to the acts of
Landlord, or other tenants of the Building which release is not abated within a
reasonable time, then in addition to its rights under the foregoing indemnity,
Tenant shall have the right to terminate any or all of its Leases for space in
the Building upon sixty (60) days’ notice to Landlord without penalty or
liability of any kind, and in such event Tenant shall not have to pay any early
termination fee presently provided in the Leases.  Provided, however, the
foregoing right of termination shall apply only if and to the extent that (i) Landlord
has actual notice of the hazardous substance release and Landlord fails to
cause an abatement thereof to occur within a reasonable time, and (ii) the
release materially interferes with the continued occupation of the leased space
by Tenant, its employees and its customers.”


 


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11.          Additional
Paragraph 41 to the Lease.  The Lease is hereby amended to add the following as a new
paragraph 41.


 


“Landlord shall not lease
any space in the Building to the other tenants for purposes other than general
office uses on the first 10 floors without Tenant’s prior written approval
which shall not be unreasonably withheld or delayed.  In the event Landlord
breaches its agreement to limit the use of the other tenants in the Building in
accord with the restrictions outlined above, Tenant shall have the right at any
time to terminate this Lease it has with Landlord upon sixty (60) days written
notice without penalty or the payment of any termination fee, which right shall
not be deemed waived by the failure of Tenant to exercise such right for any
time period after such right arises.”


 


12.          Additional
Paragraph 42 to the Lease.  The Lease is hereby amended to add the following as a new
paragraph 42.


 


“Landlord shall at all times
operate, repair and maintain the Building and the parking garage serving the
Building and shall provide services including janitorial, utilities, heating,
ventilation and air conditioning in a manner consistent with and comparable to
those being provided by owners of other first-class buildings of comparable
size and age to the Building in downtown Los Angeles.”


 


13.          Additional
Paragraph 43 to the Lease.  The Lease is hereby amended to add the following as a new
paragraph 43.


 


“Tenant shall have the
one-time right to terminate this Lease on June 30, 2004 upon no less than
twelve (12) months prior written notification to the Landlord.  Upon
written notification, Tenant shall deliver to Landlord a termination fee in the
amount of unamortized (over the remaining term of this Lease) tenant
improvements, leasing commissions and three (3) months base rent.”


 


14.          No Other Modifications.  All prior agreements, understandings,
and discussions with respect to the subject matter set forth in this Addendum
are hereby superseded by this Addendum.  Except as modified by the terms
of this Addendum, all provisions of the Lease shall remain unchanged and are in
full force and effect, and shall continue to be binding on the parties hereto.


 


3

















 


IN WITNESS WHEREOF, Landlord and Tenant have entered into this
Addendum as of the Effective Date.


 


	
  TENANT:

  	
  LANDLORD:

  
	
   

  	
   

  
	
  CITY
  NATIONAL BANK,

  	
  CITINATIONAL-BUCKEYE
  BUILDING CO.,

  
	
  a
  national banking association

  	
  a
  California limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Olive-Sixth
  Buckeye Co.,

  
	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Harry Topping

  	
   

  	
  By:

  	
    /s/
  Bram Goldsmith

  
	
  Name:

  	
  Harry
  Topping

  	
   

  	
   

  	
  Bram
  Goldsmith,

  
	
  Title:

  	
  SVP

  	
   

  	
   

  	
  General
  Partner

  
								



 


4

















 


Office Building Lease


 


This Lease, made and executed as of the 1st day of August, 2000,
between CITINATIONAL-BUCKEYE BUILDING CO., a California limited partnership,
606 South Olive Street, , Los Angeles, California 90014, hereinafter designated
the LANDLORD, and CITY NATIONAL BANK, a
national banking association, 400 North Roxbury Drive, Beverly Hills,
California 90210, hereinafter designated the TENANT, consists of the
following agreements:


 


1.  DEMISED PREMISES.  USE
AND TERM.  EARLY OCCUPANCY. 
For and in consideration of the covenants hereinafter mentioned, the Landlord
leases to the Tenant and the Tenant hereby leases from the Landlord the
premises known as Suite 500  located
on a the 5th        Floor (as
per the attached plan, marked Exhibit “A”) in the CITY NATIONAL BANK
BUILDING, 606 South Olive Street, City of Los Angeles, California, 90014 to be
used by said Tenant as and for administrative
offices for a bank or for general office purposes and for no other
purpose, for the term of 5 years commencing on October 15, 2000 and ending
on October 14, 2005.


 


2.  RENT.  The Tenant agrees to pay to the
Landlord as rent for said leased premises, monthly installments of Nineteen
Thousand Five Hundred Dollars ($19,500.00),
each installment payable in advance on the 1st day of each and every calendar
month during the term hereof, commencing on October 15,
2000, in lawful money of the United States of America, which the Tenant agrees
to pay to Landlord without deduction or offset, prior notice or demand, at the
office of the building or such place as the LANDLORD may designate.  Said
rent is subject to increases as provided in Articles 20, 36 and as otherwise
hereinafter provided.  In the event the actual commencement date of this
lease should fall on other than the 1st day of a calendar month, then the
rental for the first and last month of the lease term will be prorated on a
calendar month basis. Parking charges are payable as additional rent.


 


3.  SUBLEASE AND ASSIGNMENT.  Neither Tenant, nor Tenant’s legal
representatives or successors shall mortgage,  encumber, assign or
transfer this lease or sublease, or use or occupy or permit the demised
premises or any part thereof to be used or occupied by others, without the
prior written consent of Landlord in each instance, which consent shall not be
unreasonably withheld or delayed in accordance with the express terms and
conditions of this Article.  Any such mortgage, encumbrance, sublease or
assignment or permission without such consent shall be voidable, at the option
of Landlord and, at the option of Landlord, shall terminate this lease. 
If the demised premises or any part thereof be occupied by any party other than
Tenant, without Landlord’s consent, Landlord may at its option, collect rent
from the occupant, and apply the net amount collected to the rent herein
reserved but no such occupancy or collection shall be deemed a waiver of the
conditions of this Article or the acceptance of the occupant as Tenant or
Subtenant or a release of Tenant from the further performance by assignee of
the obligations on the part of Tenant under this lease.


 


No sublease, or assignment may become effective unless and until Tenant
has given Landlord at least thirty (30) days prior written notice of such
proposed bonafide sublease or assignment, such notice to be received by
Landlord at least thirty (30) days prior to the proposed commencement date of
such proposed sublease or assignment.  Said notice shall state and include
the following:  the name of the proposed transferee; the status of the
proposed transferee either as, an individual, partnership, corporation or the
like; the present business address of the proposed transferee; a present
financial statement of the proposed transferee; the stated use or purpose and
business to be conducted under the proposed sublease or assingment the proposed
commencement and termination date of such proposed sublease or assingment: and
whether all or portion of the leased premises is proposed to be subleased under
such proposed sublease.


 


Tenant may sublease or assign all or a
portion of the demised premises only upon the obtaining of Landlord’s written
consent and subject to the following express conditions: A.  That Tenant
does not sublease or assign to more than a reasonable number of transferees
which number shall be subject to Landlord’s approval; B.  That each
transferee shall be subject to the prior written approval of Landlord which
approval shall not be unreasonably withheld, but without limiting the
generality of the foregoing, it shall be reasonable for Landlord to deny such
approval if: (1) The use to be made of the demised premises by the
proposed transferee is (a) not generally consistent with the character and
nature of all other tenancies in the Building or with Landlord’s leasing
policy, or (b) a use which conflicts with any so called “exclusive” then
in favor of another tenant of the Building or of any of Landlord’s other
Buildings which are in the same complex as the Building, or (c) any use
which is the same as that stated in any percentage lease to another tenant of
the Building or any of Landlord’s other Buildings which are in the same complex
as the Building or (d) a use which would be prohibited by any other
portion of this lease (including but not limited to any rules and
regulations then in effect): or (2) The character, moral stability,
reputation and financial responsibility of the proposed transferee is not
reasonably satisfactory to Landlord or in any event not at least equal to those
which were possessed by Tenant as of the date of execution of this lease;
C.  That in no event shall the term of such sublease or assingment be for
a longer period than the unexpired term of this lease; D.  That each
sublease or assignment shall expressly provide that it is subject and
subordinate to this lease; E.  That Tenant shall pay to Landlord, Landlord’s
then standard processing fee which as of the date of execution of this is
currently the sum of$1,000.00 F.  That the proposed transferee shall
execute an agreement on Landlord’s then standard form pursuant to which it
shall agree to perform faithfully and be bound by all of the terms, covenants,
conditions, provisions and agreements of this lease for the period covered by
the sublease or assignment to the extent of the space subleased; G.  That
an executed duplicate original of each sublease or assignment and assumption
agreement in a form acceptable to Landlord, together with all sums due, shall
be delivered to Landlord within five (5) days after the execution thereof
and any such sublease or assignment shall not be binding upon Landlord until
the delivery of the foregoing to Landlord and the execution and delivery of
Landlord’s consent thereto and ; H.  That Landlord shall have the right
upon written demand to require the transferee to pay the rent under the
sublease or assignment directly to the Landlord and/or to require Tenant to pay
to Landlord a sum equal to (i) Fifty percent (50%) of any rent or other
consideration paid to Tenant by any transferee which is in excess of the rent
then being paid by Tenant to Landlord to the extent of, and as apportionable to
the space sought to be subleased pursuant to the terms of this lease, after
reduction ofor the reasonable and necessary direct costs actually incurred by
Tenant to obtain the sublease or assignment, such as e.g. any brokerage feee
and remodeling cost, but with no reduction for any indirect costs, such as e.g.
rent and expenses paid by Tenant while the space sought to be sublease or
assigned is vacant, and (ii) fifty percent (50%) of any other profit or
gain realized by Tenant from any such subleasing.  All sums payable
hereunder by Tenant shall be paid to landlord as additional rent immediately
upon receipt thereof by Tenant.  Any such rent, profit, gain or other
consideration, or sum equal to same, as set forth herein, not so paid to
Landlord as herein required, shall be and is deemed to be held and retained by
Tenant in trust for the sole benefit of


 

















 


Landlord,
and, whether actually held or retained by Tenant or not, shall be and is deemed
to be held and retained by Tenant in trust for the sole benefit of Landlord,
and whether actually held or retained by Tenant or not, shall be chargeable to
Tenant and payable to Landlord upon demand.  Any failure or refusal by
Tenant to pay Landlord same shall constitute a default and material breach of
the terms, covenants and conditions of this lease subjecting Tenant to all the
rights and remedies of Landlord under this lease and applicable law.


 


The consent by Landlord to a sublease or assignment shall not in any
way be construed to relieve Tenant or the transferee from obtaining the express
consent in writing of Landlord to any further transfer.  Any further
transfer shall require the written consent of Tenant and any previous
transferee except that Tenant and any transferee hereunder expressly waive
their right to consent to any further subleasing of the premises on their
behalf by Landlord. The consent by Landlord to a sublease shall not in any way
be construed to release Tenant from any liability whether past, present or
future under this lease or to release Tenant from any liability under this
lease because of Landlord’s failure to give notice of default under or in
respect to any of the terms, covenants, conditions, provisions or agreements of
this lease.  Notwithstanding the consent of Landlord to such sublease,
Tenant shall remain liable for payment of all bills rendered by Landlord for
the rent and other charges incurred by the transferee for services and
materials supplied to the demised premises.  If Tenant is a corporation
which, under the then current guidelines published by the Commissioner or
Corporations of the State of California, is not deemed a public corporation, or
if Tenant is an unincorporated association or a partnership, the transfer
assignment, or hypothecation of any stock or interest in such corporation,
association or partnership in the excess of twenty-five (25%) percent shall be
deemed a proposed transfer within the meaning of this Article, including the
requirement of obtaining Landlord’s prior written consent.  Landlord hereby consents to the assignment,
subletting, or transfer of this lease by Tenant to any corporation resulting
from a consolidation, or to the surviving corporation in case of merger, to
which consolidation or merger Tenant shall be party, or to any bank acquiring
all or substantially all of the assets of Tenant, or to any corporation
resulting from a reorganization of Tenant.


 


4.  EXPIRATION.  If Tenant shall hold-over after the
expiration of the lease term with the written consent of Landlord, such holding
shall be construed to be a tenancy only from month-to-month, but otherwise in
accordance with the terms and conditions hereof insofar as they are applicable,
but Tenant shall pay the rate Landlord is then offering to prospective tenants
for the herein demised premises for such further time as Tenant may hold the
same; but nothing in this Article shall be construed as consent by
Landlord to the occupancy or possession of the demised premises by Tenant after
the expiration of the term hereof.  If Tenant holds over after the
termination of this lease without express written consent of the Landlord,
Tenant shall pay to Landlord rent at the rate landlord is then offering to
prospective tenants for the herein demised premises (but in no event less than
two times the monthly rental which was payable for the last month of the lease
term), plus sums payable under Article 20 and other sums payable as rent under
this lease for the period during which Tenant retains possession of the
premises.  Nothing herein shall be construed as a waiver of any of the
Landlord’s rights or remedies to recover possession of the demised
premises.  Tenant shall be liable to Landlord for any and all reasonably
related damages suffered by Landlord including but not limited to any damages
to the demised premises and any lost rentals, profits or leases suffered
because of Tenant’s holdover of the premises without the written consent of the
Landlord.  This lease shall terminate on the date set forth without the
necessity of notice from either party.


 


If at any time during the term of this lease,
Tenant should fail to keep and perform all the terms, covenants and conditions
of this lease to be kept and performed by Tenant, Landlord, at its option, may
utilize said deposit, or any part thereof, for any damages or rents which may
accrue or which may be payable to it by the Tenant (but Landlord shall not be
required to do so) or Landlord may retain said deposit, or any part thereof,
until this lease is terminated, and at such time appropriate and apply said sum
or so much thereof as may abe necessary to compensate landlord for all loss or
damage sustained or suffered by Landlord or for any unpaid rent due to any
default on the part of Tenant.  In the event Landlord elects to utilize
all or any part of the security deposit as aforesaid, Tenant shall, upon
written notice from Landlord, forthwith deposit with Landlord such sum as is
necessary to replenish the security deposit to its original amount, it
being the express intent of Tenant and Landlord that Landlord shall hold a
security deposit in the aforesaid amount at all times during the entire term of
this lease and any extension or renewal thereof.  Tenant’s failure to so
restore the full amount of the said security deposit within (5) days after
written notice from Landlord shall constitute a material breach of this
lease.  The parties agree that the provisions of this Article 5 shall
not operate as a limitation upon the amount of damages to which Landlord may be
entitled by virtue of any defaults by Tenant.


 


6.  AUTOMOBILE PARKING.  Automobile parking subject to
availability, shall be extended to Tenant’s invitees, in common with the
invitees of other tenants, at reasonable parking rates and upon other
conditions established by Landlord from time to time in the parking area where
designated by Landlord.  Landlord reserves the sole right and option as to
whether or not an attendant will be furnished for such automobile parking area
or areas.  If no attendant is furnished, Landlord will provide suitable
designation of the parking area to Tenant.  This right to park will be
solely for the accommodation of the Tenant and Tenant expressly agrees that
Landlord assumes no responsibility of any kind whatsoever in reference to such
automobile parking areas or the use thereof by the Tenant, its employees or
invitees.


 


                7. 
ALTERATIONS-FIXTURES. 
The premises shall not be altered, repaired or changed without the written
consent of Landlord first had and obtained, , except that Tenant shall have the
right to perform non-structural improvements of the leased premises which do
not affect the Building systems (as hereinafter defined) or substantially alter
the layout of the leased premises up to a total expenditure which does not
exceed the sum of $15,000 for any or all of such improvements within any twelve
(12) month period, without Landlord’s prior written consent.  All such
alterations, improvements or changes shall be at the sole cost of Tenant and
Tenant shall hold Landlord and the demised premises harmless and free from any
lien or claim therefore and all other liability, claims and demands arising out
of any work done or material supplied to the demised premises at the instance
of Tenant, and from all actions, suits and costs of suit by any person to
enforce any such lien or claim of lien, liability, claims or demands, together
with the costs of suit and attorney’s fees incurred by Landlord in connecting
therewith.  Tenant shall cause any mechanic’s lien or other lien filed
against the demised premises or the building of which the demised premises are
a part to be released and removed within ten (10) days of such filling
either by the satisfaction of such lien or by the posting of a bond. 
Landlord may impose, as a condition of such consent, such requirements as
Landlord in its sole and reasonable discretion may deem reasonable and
desirable, including, but not limited to, the requirement that Tenant utilize for
such purposes only contractors, materials, mechanics and materialmen approved
by Landlord, and the requirement that Tenant shall furnish Landlord with a
Completion Bond prior to the commencement of any work,  Tenant shall
construct such improvements, alterations or repairs in conformance with any and
all applicable rules and regulations of any Federal, State, County or
Municipal code or ordinance.  In any event, Landlord’s contractor shall
perform all mechanical, electrical, plumbing, air conditioning, permanent
partition and ceiling tile work (hereinabove referral to as the “Building
systems”).  Tenant agrees to give Landlord written notice of the
commencement date of any alterations, improvements or repairs to be made in, to
or upon the premises not later than fifteen (15) days prior to the commencement
of any such work, in order to give Landlord time to post notices of
non-responsibility.  In the event any construction, alteration, decorating
or repair work (including any engineering or architectural services or
consultants employed by Landlord relative to tenant’s alterations or
improvements) is performed by Landlord’s contractor, the charges for such work
shall include an administrative fee for Landlord’s administration of the work
in the amount of 20% of the contract sum(s) on each project administered
by Landlord at a cost of $10,000.00 or less, and 15% of the contract sum(s) on
each project administered by Landlord costing more than $10,000.00.  All
charges for work performed by Landlord’s contractor shall be deemed additional
rent under this lease, payable in advance prior to commencement of
construction.  All such alterations, repairs, additions or improvements
(including any alterations, repairs, additions or improvements installed during
Tenant’s prior occupancy of the demised premises pursuant to any previous
lease, sublease or otherwise and including but not limited to the bank vault,
vault door and pedestrian escalator installed between Suite 100 and the 2nd Floor Prmises), shall, unless
otherwise provided by written agreement, become the property of Landlord and
shall remain upon and be surrendered with the premises upon the expiration of
this lease or any sooner termination thereof; provided that upon expiration or
termination of this


 

















 


Lease,
Landlord shall have the right and option by written notice to Tenant to require
Tenant at its sole cost to remove any of the alterations, repairs, additions or
improvements installed by or for Tenant and repair any damage to the Premises
occasioned by such installation or removal and restore the Premises to original
condition, normal wear and tear excepted.


 


At the expiration of the term of this lease and provided that Tenant is
not in default hereunder, all Tenant’s free-standing personal property not attached
to the demised premises may be removed by Tenant, at Tenant’s sole expense,
provided, however, Tenant shall pay for any damages caused to the demised
premises by the removal of said items, so that after the removal of said items,
the demised premises will be in the same condition as at the time prior to the
said installations, if any, reasonable wear and tear excepted.  In any
event, at the sole option of Landlord, Tenant at its expense, must remove said
items, and repair any damage to the premises occasioned by said installation
and/or removal and restore the premises to original condition.  If Tenant
shall fail to complete such removal or restoration and repair such damage,
Landlord may do so and charge the reasonable cost thereof to Tenant, which sum
shall be deemed additional rent hereunder and shall be due and payable from
Tenant to Landlord within ten (10) days after Landlord has rendered to
Tenant a written statement therefor.  Any improvements, equipment or
personal property not removed by Tenant from the premises upon the end of the
term shall be conclusively presumed to have been abandoned by Tenant, and the
cost of removal, storage and/or sale of same shall be deemed additional rent
hereunder, payable from Tenant to Landlord in the same manner as provided above
with respect to restoration charges.  Any tenant improvements for which an
allowance is given by Landlord to Tenant and all carpeting and/or ss installed
in the premises shall become part of the realty and become the property of
Landlord and remain in the demised premises upon expiration or sooner
termination of the lease or Tenant’s vacating or abandonment of the demised
premises.


 


The provisions of Articles 28 and 39 are incorporated
herein by this reference as if set forth in full.


 


8.  ETHICS.  If Tenant is a member of any
profession, he agrees to abide by the Code of Ethics of the association
recognized as representing that particular profession in the County of Los
Angeles, State of California.


 


9.  UTILITIES.  Landlord agrees to supply for standard
desk-furnished business offices, during the usual building business hours on
business days,  reasonable amounts of domestic water for drinking
purposes, heat, air-conditioning, and electric current for lighting purposes
and power for a reasonable number of fractional horsepower office machines,
together with Landlord’s standard janitorial services five times each week,
Saturdays, Sundays and recognized legal holidays excepted.  Landlord shall
not supply any janitorial services or cleaning for any plumbing fixtures
located in the demised premises.  Tenant shall have the obligation and
responsibility for cleaning and maintaining any such plumbing fixtures.Landlord shall provide the same services, maintenance
and repairs for the demised premises at Landlord’s sole cost as Landlord
provides to the other office space tenants in the building (as distinguished
from ground-floor tenants).


 


Tenant will not, without the written consent of Landlord, use any
office equipment in the premises using current in excess of 110 volts, or which
will in any way generate heat or increase the amount of electricity, water or
air-conditioning usually furnished or supplied for use of the premises as
general office space; nor connect any apparatus or device for the purposes of
using electric current except through existing electrical outlets or for the
use of water except with existing water pipes in the premises.  If Tenant
requires water or electric current in excess of that usually furnished or
supplied for use of the premises as general office space, Tenant shall first
procure the consent of Landlord, which Landlord may refuse, to the use thereof all, Landlord may cause
a water meter or electric current meter to be installed in the premises, to
measure the amount of water and electric current consumed for any such other
use.  The cost of any such meters and of installation, maintenance and
repair thereof shall be paid for by Tenant and Tenant agrees to pay Landlord
promptly upon demand therefor by Landlord for all such water and electric
current consumed as shown by said meters, at the rates charged for such
services by the City of Los Angeles or the local public utility, as the case
may be, for furnishing the same, plus any additional expense incurred in
keeping account of the water and electric current so consumed.


 


In the event Tenant utilizes or consumes utilities or services after
usual building business hours or in amounts which are appreciably in excess of
those utilized or consumed by the average office tenants in the building,
Tenant shall reimburse Landlord, as additional rent, upon receipt of demand
therefor, the cost of such excess consumption.  In the event Tenant
utilizes heating, air conditioning or fan service after normal building
business hours, Tenant shall reimburse Landlord its then current building
standard rate for such services.  As of the date of execution of this
Lease, Landlord’s current building standard rates for these services are: for
ehat or air conditioning - $175.00 per hour; for fan service - $75.00 per
hour.  Landlord agrees to supply, for any storage areas leased hereunder,
during usual building business hours on business days, reasonable amounts of
electric current for lighting purposes only.  Landlord shall have no
obligation to supply to storage areas, water, heat, air-conditioning or
electric current for any purposes other than lighting.


 


The normal building business hours are from 6:00 A.M. to 6:00 P.M.,
Monday through Friday, recognized legal holidays excepted.  At any time
during the term of this lease, normal building business hours for the
furnishing of any utilities or services to the Building may be curtailed by
Landlord without abatement of rent, due to any Energy or Natural Resource
Conservation Act now or hereinafter enacted or the directive of any Energy or
Natural Resource Agency or any other similar or dissimilar statute or directive
of any federal, state or other governmental, or quasi-governmental agency, or
public utility, or any other entity vested with the power to regulate utilities
or services.


 


10.  NOTICES.  All notices to be given hereunder by
Landlord to Tenant shall be in writing and may be served either personally or
by depositing the same in the United States mail, postage prepaid, either by
ordinary, registered or certified mail, and addressed to Tenant at 400 North
Roxbury Drive, Beverly Hills, California 90210, with a copy addressed to the
attention of the Senior Vice-President – Corporate Premises, at the same
address.  Said notice shall be deemed effective upon deposit in any public
depository of the United States mail.  If there be more than one Tenant,
then notice to any of them shall constitute notice to all and notice from any
of them shall constitute notice from all.  If Tenant be a corporation,
then such service upon any employee shall constitute service upon the
corporation and in this regard Tenant specifically waives any rights as to
methods of service as set out in Sections 1161 and 1162 of the California Code
of Civil Procedure.  Tenant hereby waives all other methods of notice
prescribed by the Codes of California.


 


Any notice desired to be served on Landlord by Tenant must be sent by
prepaid United States registered or certified mail to Landlord: 9100 Wilshire
Boulevard, Suite 404, Beverly Hills, California 90212, or at such other
place as Landlord may from time to time designate in writing.


 


                11.  INSURANCE.  Tenant shall, at its sole expense,
procure and maintain comprehensive public liability insurance naming Landlord
as an additional insured for the demised premises during the term of this lease
in minimum amounts of $1,000,000.00 combined single limit.  Tenant shall
furnish Landlord with evidence of such insurance, in a form satisfactory to
Landlord, which shall provide that the coverage shall not be canceled or
reduced without ten (10) days prior written notice to Landlord.  The parties to this lease shall each procure an
appropriate clause in, or an endorsement on, any policy of fire or extended
coverage insurance covering the premises and the building of which the premises
are a part, and the improvements, furniture, fixtures, and equipment located in
or on the premises, pursuant to which the insurance companies waive subrogation
or consent to a waiver of right of recovery, and having obtained such clauses
or endorsements of waiver or subrogation or consent to a waiver of right of
recovery, each party hereby agrees that it shall not make any claim against or
seek to recover from the other for any loss or damage to its property, or the
property of others, including consequential loss or damage resulting from fire
or other hazards covered by such fire and extended coverage insurance including
negligent acts.


 


12.  RIGHTS OF LANDLORD.  Landlord reserves the following
rights: (a) upon prior notice to Tenant, to change the address and/or name
of the building without or liability to Tenant; (b) to designate all
sources furnishing sign painting or lettering, ice, bottled water and toilet
supplies used on the premises; (c) constantly to


 

















 


have
pass keys to the premises; (d) to grant anyone the exclusive right to
conduct any particular business or undertaking in the building in which the
demised premises are situated;  (e) to enter the demised premises
anytime whether or not Tenant is present to admit Landlord for inspections,
repairs, alterations or additions to the premises or the building in which the
premises are situated for window cleaning and janitorial services, to exhibit
the premises to others, to affix and display “For Rent” signs, and for any
purpose whatsoever related to the safety, protection, preservation or
improvement of the premises, the said building, or Landlord’s interest, without
being deemed guilty of an eviction or disturbance of Tenant’s use and
possession, and without being liable in any manner to Tenant on account
thereof; (f) at any time, and from time to time, whether at the instance
of Landlord or pursuant to governmental requirements, at Landlord’s expense, to
make repairs, alterations, additions, improvements or decorating, whether
structural or otherwise, in or to the building, or any part thereof, including
the demised premises.  Without limiting the generality of the foregoing
rights, Landlord shall specifically have the right to remove, alter, improve or
rebuild the lobby and all other public and rentable areas of the building as
the same are presently or shall hereafter be constituted, or any part or parts
thereof.  Landlord shall not be liable to Tenant for any expense, injury,
loss or damage resulting from any work so done in or about the demised premises
or the building or any adjacent or nearby buildings, land, street or alley, all
claims against the Landlord for any and all such liability being hereby
expressly released by Tenant, unless caused by Landlord’s or its agents
negligence or willful misconduct.  In connection with making repairs,
alterations, decorating, additions or improvements under the terms of this
Article.  Landlord shall have the right to access through the demised
premises, as well as the right to take into and upon and through said premises
or any other part of the building all material that may be required to make
such repairs, alterations, decorating, additions or improvements, as well as
the right in the course of such work to close entrances, doors, corridors,
elevators, or other building facilities, or temporarily to abate the operation
of such facilities, without being deemed or held guilty of an eviction of
Tenant and without liability for damages to Tenant’s property, business or
person and without liability to Tenant by reason of interference with the
business of Tenant or inconvenience or annoyance to Tenant or the customers of
Tenant.  The rent reserved herein shall in no wise abate while said
repairs, alterations, decorating, additions or improvement are being made, and
Tenant shall not be entitled to maintain any set-off or counter-claim for
damages of any kind against Landlord by reason thereof all such claims being
hereby expressly released by Tenant.  However, all such work shall be done
in such manner as to cause Tenant the least inconvenience practicable. 
Landlord reserves and shall have the right to enter upon the demised premises
for the purpose of posting and maintaining such notices on the premises as may
be necessary to protect Landlord against mechanic’s, materialmen’s or other
liens and any other notices that may be proper and necessary.


 


13.  DESTRUCTION-FIRE OR OTHER CAUSE.  If said building shall be totally
destroyed, this lease shall thereupon terminate.  If said building or
demised premises shall be damaged by fire, earthquake, or any other cause
without fault or neglect of Tenant, so that the leased premises become
untenantable, then, if the leased premises cannot be made tenantable within one
hundred twenty (120) working days from the date of such damage, this lease may
be terminated by Landlord or tenant in
the event the leased premises cannot be made tenantable within one hundred
eighty (180) days, this lease may be terminated by either party.  In any
case where the leased premises are rendered partially and permanently
untenantable by fire, earthquake, or other cause without the fault or neglect
of Tenant, the monthly rental shall be adjusted in the proportion that the
rental value of the untenantable portion of the demised premises bears to the
rental value of the whole thereof.  In any case, where theleased premises
are rendered partially but only temporarily untenantable by the aforementioned
causes, there shall be no abatement of rental.


 


14.  RIGHT OF REPOSSESSION.  If, in compliance with any law, or
ordinance now or hereafter enacted, or if required to comply with the
directions or requirements of any public officer, board or commission, it
becomes necessary for Landlord to acquire permanently all or any portion of the
demised premises, Landlord or its assigns shall have the right to repossess the
demised premises, or any portion thereof, at any time upon thirty days’ written
notice to Tenant, and when said space shall have been so permanently
repossessed, Landlord shall, in lieu of any and all claims for damages, allow
Tenant a credit on Tenant’s rent in the proportion that the rental value of the
space taken bears to the rental value of the whole of the demised premises;
provided, however, that if the space taken is of such an amount or size as to
make the remaining space unusable to Tenant, then Landlord, upon thirty (30)
days’ written notice from Tenant, will endeavor, if available, to furnish
Tenant with comparable space elsewhere in the building and to place Tenant in
such new space, and this lease and each and all of the terms, covenants and
conditions thereof shall thereupon remain in full force and effect and be
deemed applicable to such new space; provided, however, that if Landlord shall
be unable to provide Tenant with such other space, then this lease shall
thereupon cease and terminate.  No exercise by Landlord of any right
herein reserved shall entitle Tenant to damages for any injury or
inconvenienced occasioned thereby, nor shall Tenant by reason thereof be
entitled to any abatement in rent (except as above set forth in case of taking
of space permanently.)


 


15.  EMINENT DOMAIN.  Should Landlord, at any time during
the continuance in force of this lease, be deprived of the building in which
the demised premises are situated, or any part thereof, or any part of the land
on which the building or appurtenances are situated, by condemnation or eminent
domain proceedings, this lease shall terminate, at Landlord’s option, on the
date when Landlord is actually deprived of possession of said land or building,
or some part thereof, and thereupon the parties hereto shall be released from
all further obligations hereunder.  Should Tenant, at any time during the
continuance in force of this lease, be deprived of the demised premises or any
substantial part thereof preventing Tenant from using the remainder of the
Premises for the purposes intended under this Lease, by condemnation or eminent
domain proceedings, this lease shall terminate, at Tenant’s option , on the date
when Tenant is actually deproved of possession of the Premises, or said
substantial part therof, and thereupon the parties hereto shall be released
from all further obligations hereunder.  Upon termination of this Lease as
aforesaid, Landlord shall thereupon repay to Tenant any rental theretofore paid
by Tenant and unearned at the date of such termination.  Tenant shall not
be entitled to any compensation, allowance, claim or offset of any kind against
the Landlord, as damages or otherwise, by reason of such condemnation or
eminent domain proceedings or by reason of being deprived of the demised
premises or the termination of this lease, and said Tenant does hereby waive,
renounce and quit-claim to Landlord any right in and to any award, judgment,
payment or compensation which shall or may be made or given because of the
taking of said premises, or any portion thereof, by virtue of any such
condemnation or eminent domain proceedings, whether received in any such action
or in settlement or compromise thereof by Landlord, except that Tenant shall
have the right to file a separate claim to recover the value of its personal
property in the eminent domain proceedings.


 


16.  USE OF BUILDING. 
Tenant shall not be allowed to use the name of the building in which the demised
premises are located, or words to that effect, in connection with any business
carried on in said premises (except as Tenant’s address) without written
consent of Landlord.  Tenant shall not engage in any advertising
whatsoever, which in any way shall adversely affect the character of the
building of which the demised premises are a part.    Tenant further covenants and agrees not to suffer or
permit said premises, or any part thereof to be used in any manner that will
injure or impair the structural strength of said building, and not to suffer or
permit to be installed in said premises, any machinery or apparatus, the weight
or vibration of which will tend to injure or impair the structural strength of
said building.


 


                17.  SUCCESSORS.  Subject to the aforementioned
restrictions on assignment of this lease on the part of Tenant, the words
“Landlord” and “Tenant” as used herein include, apply to, and bind and benefit
the heirs, executors, administrators, assigns and successors of Landlord and
Tenant.  In the event of any change of name, Tenant agrees to furnish
Landlord with a change of business or corporate name with appropriate
supporting documentation.


 


18.  CO-TENANTS.  All persons comprising Tenant,
together with all assignees and Subtenants, should Landlord elect to treat said
assignees and Subtenants as


 














 


Tenants,
are to be held and hereby agree to be held jointly and severally responsible
for the payment of rent and the faithful performance of all the terms,
covenants and conditions of this lease.  Landlord shall have the right to
proceed against any person liable under this lease without the necessity of
first proceeding against any other person and without first pursuing any other
remedy.  Payment or refund by Landlord to any person who is one of the
Tenants hereunder of any sums, including but not limited to the security
deposit due under this lease, shall constitute payment or refund to any persons
comprising Tenant.


 


19.  NON-LIABILITY OF LANDLORD.  Except in the event of Landlord’s
negligence or willful misconduct, Landlord shall not be liable to Tenant, or to
any other person or persons whomsoever, and Tenant hereby waives any and all
claims for any damages to the leased premises or for or on account of any loss,
damage, theft, injury to any person or property in or about said premises, or
the building of which the demised premises are a part, or the approaches or
entrances thereto, or on the streets, sidewalks, parking areas or corridors
thereof, caused or occasioned by said premises being out of repair, by defects
in said building or said premises or equipment contained therein, including,
but not limited to, any security system located in or about the demised
premises whether or not installed by Landlord, or by the failure to keep the
same in good order and repair, or by fire, gas, water, electricity, failure or
malfunction of the air-conditioning, or by the breaking, overflowing or leaking
of roofs, pipes, or walls of said building, or for any other damage or injury
caused by any acts or events whatsoever beyond the control of Landlord,
including, but not limited to, the acts and omissions of other Tenants and
invitees of the building.  Landlord shall not be liable and Tenant hereby
waives all claims for damages that may be caused by Landlord in re-entering and
taking possession of the premises as herein provided.


 


20.  INCREASE OF TAXES AND OPERATING COSTS.  Tenant shall pay all taxes assessed
during the term of this lease against Tenant’s personal property and trade
fixtures and against tenant improvements which exceed the building standard
tenant improvements whether installed by Landlord or by Tenant, or in Tenant’s
possession in, upon or about the demised premises.  Tenant shall also pay
gross receipts tax or any excise or other taxes or licenses on or measured by
or allocable to the rent payable hereunder (whether charged to Landlord or to
Tenant, or to either or both of them, and whether or not now customary or
within the contemplation of the parties hereto).  In the event any such
taxes or licenses shall be or have been imposed against the Landlord or the
real property of which the demised premises forms a part, then the amount of
such taxes shall be paid by Tenant, as additional rent upon demand for payment
by Landlord.  Said sum shall be payable in advance in equal monthly
installments based upon Landlord’s estimate of the total amount due.  Said
estimated monthly payments shall be adjusted annually to the actual tax or
license due by payment by Tenant or credit by Landlord of any difference.


 


If, (a) in any property tax fiscal year during the term of this
lease Taxes shall be increased above the Taxes for the base fiscal year, and/or
(b) if in any calendar year during the term of this lease Operating Costs
shall be increased above those in effect during the base year, both as
hereinafter defined, Tenant shall pay to Landlord, upon receipt of a statement
therefor and in the manner hereinafter set forth, as additional rent, 5.11% of the amount of such increase in Taxes
and 5.11% of the amount of
increase in Operating Costs.


 


A.  Definitions.  (1) “Taxes” shall mean taxes and
assessments upon or with respect to the building of which the demises premises
forms a part, ancillary parking facilities servicing the building, and land
upon which they are located including but not limited to drive-ways, landscaped
areas and courtyard entrance areas (in this Article collectively referred
to as the “land and/or improvements”), imposed by Federal, State or local
governments.  If, because of any change in the method of taxation of real
estate, any tax or assessment is imposed upon Landlord or upon the owner of the
land and/or improvements, or upon or with respect to the land and/or
improvements or the rents or income therefrom, in substitution of or in lieu of
any tax or assessment which would otherwise be a real estate tax, such other
tax or assessment shall be deemed to be a real estate tax.  In case there
shall be a reduction of the assessed valuation on the land and/or improvements
for any fiscal year which affects the taxes in any year for which a rent adjustment
shall have been made, the rent adjustment shall be recalculated on the basis of
the revised assessed valuation and Landlord will credit against the rent next
becoming due from Tenant such sums as may be due to Tenant by reason of the
recalculation, less the expenses and costs incurred in effecting such
reduction, including but not limited to attorneys fees, Property Tax
Consultants fee, and other professional fees provided that such rent adjustment
shall not reduce the rent payable hereunder below the basic monthly rent
payable as set forth in Article 2 of this lease.  “Taxes” shall
include any property taxes resulting from any transfer or conveyance of the
realty of which the demised premises forms a part or from any transfer or
conveyance of any ownership interest in any entity owning said realty or any
part thereof. (2) “Operating Costs” shall mean (a) wage and labor
costs applicable to persons engaged in the management, operations, maintenance,
overhaul, improvement or repair of the land and/or improvements, whether said
persons be employed by Landlord or by an independent contractor, with whom
Landlord shall have contracted or may contract for such services.  It is
hereby understood that any increase or decrease in the hours of employment or
the number of paid holidays, or vacation days, social security taxes,
unemployment insurance taxes and the costs, if any, of providing disability,
hospitalization, medical welfare, pension, retirement or other employee
benefits imposed by law or by any collective bargaining agreement, or any
voluntary employee benefit plans, applicable with respect to such employees,
shall correspondingly affect the wage and labor costs; and (b) cost of
utilities, fuel, supplies, all insurance, service contracts, improvements
(excluding the interior of tenant spaces) of or on the land and/or
improvements, amortized over the useful life of such improvements in accordance
with generally accepted accounting principles; and (c) such other items as
are customarily included in the cost of managing (including but not limited to
management fees), operating (including but not limited to ground rent),
maintaining (including but not limited to cleaning and janitorial services),
overhauling, improving and repairing the land and/or improvements in accordance
with generally accepted accounting or management principles or practices.


 


Notwithstanding anything to the contrary in the definition of ‘Operating
Costs’, Operating Costs shall not include the following:


 


(i)  Any ground lease rental (but rental and other access fees on
the access tunnel to the Pershing Square Garage are included in operating
costs);


(ii)  Capital expenditures required by Landlord’s failure to
comply with laws enacted on or before the date the Building’s Temporary
Certificate of Occupancy is validly issued;


(iii)  Costs incurred by Landlord with respect to goods and
services (including utilities sold and supplied to tenants and occupants of the
Building) to the extent that Landlord is entitled to reimbursement for such
costs;


(iv)  Costs incurred by Landlord for the repair of damage to the
Building to the extent that Landlord is reimbursed by insurance proceeds;


(v)  Costs, including permit, license and inspection costs,
incurred with respect to the installation of tenant improvements made for new
tenants in the Building or incurred in renovating or otherwise improving,
decorating, painting or redecorating vacant suites for tenants or other
occupants of the Building;


(vi)  Depreciation and amortization (except as otherwise provided
herein to be includable in operating expenses);


(vii)  Leasing commissions, attorneys’ fees, and other costs and
expenses incurred in connection with negotiations or disputes with present or
prospective tenants or other occupants of the Building;


(viii)  Wages incurred in connection with the operation of the
parking structure;


(ix)  Costs of a capital nature, including without limitation,
costs incurred by Landlord for alterations which are considered capital
improvements, (but capital repairs and capital replacements, and capital
equipment and capital tools purchased by Landlord to enable Landlord to supply
services Landlord might otherwise contract for with a thrid party, shall be
included in operating expenses in accordance with generally accepted accounting
principles, consistently applied);


(x)  Expenses in connection with services or other benefits which
are not provided to Tenant or for which Tenant is charged for directly or which
are selectively provided to another tenant or occupant of the Building;


(xi)  Interest, points and fees on debt or amortization on any
mortgage or mortgages encumbering the Building or the land on which the
Building is located;


(xii)  Expenses and costs not normally, in accordance with
generally accepting accounting principles, included in Operating Costs by
landlords of first-class institutional office Buildings;


 

















 


(xiii)  Advertising and promotional expenditures;


(xiv)  Any bad debt loss, rent loss, or reserves for bad debts or
rent loss;


 


The following shall also be excluded from the taxes and operating
costs:  Federal and State income taxes imposed on Landlord’s net income
and any and all costs of any expenses to procure tenants for the building,
including but not limited to brokerage commissions, legal fees, and remodeling
costs of suites.  (3) “Base Year” shall mean (a) for computation
of Tax increases, the fiscal tax year ended June 30th, 2000 and (b) for computation of Operating Cost increases, the
calendar year 2000. (4) “Subsequent Year” shall mean each and every tax or
calendar year, as the case may be following the base year failing wholly or
partly within the term of the lease.


 


B.  Statements for TENANT.  On or about the 1st day of April, in
each and every Subsequent Year, and within ninety (90) days after the expiration
or earlier termination of the term of this lease, Landlord will furnish to
Tenant a comparative statement which shall show a comparison of all pertinent
costs, either actual or estimated, and information applicable to the Taxes in
the Base Year and in the current tax year and applicable to Operating Costs in
the Base Year and in the calendar year preceding the year in which the
comparative statement is submitted, and the amount, if any, of the increase in
Taxes and Operating Costs and the amount thereof to be paid by Tenant.  In
the event that the Building is not at least ninety-five percent (95%) occupied
during any Base Year or Subsequent Year, then the costs for such year, either
actual or estimated, shall be adjusted and increased to reflect what expenses
would have been, had such occupancy been ninety-five percent (95%) during such
entire year.  The failure of Landlord to furnish a comparative statement
for any year in accordance with this Paragraph B shall be without prejudice to
the right of Landlord to furnish comparative statements in subsequent
years.  In the event that Landlord shall, for any reason, be unable to
furnish a comparative statement on or about April 1st of any year, or
within ninety (90) days after the expiration or earlier termination of this
lease, Landlord may furnish such statement as soon thereafter as practicable,
with the same force and effect as a comparative statement would have had, if
delivered as aforesaid.


 


C.  Payment of Increase in
Rent.  (1) The
payment of any additional rent on account of Taxes and Operating Cost
increases, pursuant to the provisions of this Article 20 shall be made as
follows: On the first day of the month following the furnishing of a
comparative statement, Tenant shall pay to landlord as additional rent (a) a
sum equal to 1/12th of Tenant’s share of tax increase multiplied by the number
of months then elapsed from the date commencing with the 1st day of the current
fiscal tax year up to the date of the comparative statement (less any payments
made in advance under the last previous comparative statement submitted, if
any), plus (b) a sum equal to 1/12th of Tenant’s share of Operating Costs
increase multiplied by the number of months then elapsed from the date
commencing with the first day of the preceding calendar year up to the date of
the comparative statement (less any payments made in advance under the last
previous comparative statement submitted, if any), plus (c) in advance,
1/12th of such share of both Tax and Operating Cost increases with respect to
the then current month, and each month thereafter as additional rent until a
different comparative statement shall be submitted as above provided. (2) When
the next comparative statement is submitted by Landlord to Tenant, in the event
that such comparative statement shall show an increase in Taxes and/or
Operating Costs which shall be different from the increase paid or which was to
be paid in advance under the last previous comparative statement, then the
additional rent that had been or was to be paid in advance on account of Taxes
and Operating Cost increases, shall be increased or decreased accordingly. (3) The
additional rent due to Landlord or any credit due to Tenant, as disclosed by
the comparative statement furnished Tenant, shall be paid or credited within
Ten (10) days after the furnishing of such comparative statement. (4) In
the Event Tenant should dispute any cost items in any comparative statement
furnished by Landlord pursuant to this Article, Landlord and Tenant
specifically agree that provided Tenant is not otherwise in default in the
payment of the basic monthly rent under this lease and Tenant first deposits
with Landlord the total sum in dispute hereunder, the cost items in dispute
shall be submitted to an independent Certified Public Accountant engaged by
Landlord and reasonably approved by Tenant,
for audit and verification of the cost items disputed, and the finding and
determination of said independent Certified Public Accountant, shall be deemed
conclusively correct, final and binding between parties hereto without further
remedy or recourse to legal proceedings.  In the event such audit
discloses that the aggregate of the true amount of such cost items as verified
is within three per cent (3%) of the aggregate items disputed, Tenant shall pay
the cost of such audit, which shall be in accordance with the reasonable
charges generally prevailing for such work.  Sums payable under this Article are
deemed independent additional rental and are payable in addition to the rental
specified in Article 2 of this lease, any guaranteed minimum monthly
rental, and any percentage rental payable under this lease.


 


D.  Arbitration.  Provided Tenant is not otherwise in
default in the payment of the basic monthly rent under this lease, the interpretation,
construction, performance, or breach of this Article 20, may be settled by
arbitration pursuant to the rules and regulations of the American
Arbitration Association.  Either party requesting arbitration under this Article 20
shall make a demand on the other party by registered or certified mail with a
copy to the American Arbitration Association.  It is a condition precedent
to Tenant’s right to arbitration that Tenant first deposit with Landlord the
total amount of the sum in dispute.  The arbitration shall take place as
noticed by the American Arbitration Association regardless of whether one of
the parties fails or refuses to participate.  In no event shall any sum
payable hereunder be withheld by Tenant pending completion of such arbitration.


 


21.  GENDER.  In this lease, whenever the context so
requires, the masculine gender herein used shall include the feminine or neuter
and the singular number shall include the plural.  The captions set forth
in the various Articles of this lease are for identification and convenience
only and are not intended to, and shall not be deemed to limit or expand the
contents of the respective Article.  If Tenant is a corporation, Tenant
agrees to provide Landlord, upon execution of this lease by Tenant, with a notarized
copy of a corporate resolution authorizing the Tenant corporation to execute
this lease and any appurtenant documents.


 


                22.  SUBORDINATION.  Tenant expressly agrees that, at the
sole option of Landlord, this lease shall be either subject and subordinate, or
paramount, to all ground or underlying leases, mortgages, Deeds of Trust, or
any other encumbrances now placed or which may be placed in the future upon the
real property of which the demised premises are a part by the owners thereof,
and to all renewals, modifications, replacements or extensions thereof. 
And Tenant further agrees that, whenever requested to do so by Landlord, Tenant
will execute, sign and deliver any documents required to effectuate such
subordination or superiority.  Tenant shall, upon request from Landlord,
execute and deliver to Landlord any certificate or other instrument stating the
date this lease will terminate, the date to which rent has been paid, that this
lease is in full force and effect without modification, and that Tenant has no
rights of deduction or offset hereunder or, if this lease has been modified or
if Tenant claims a deduction or offset hereunder, stating the effect of such
modification and/or the claimed deduction or offset.  Tenant hereby
irrevocably constitutes and appoints Landlord as Tenants’ attorney in fact to
execute (and to deliver to any third party) any documents required to effect
such subordination or superiority and nay such certificate or instrument for
and on behalf of Tenant, if Tenant shall have failed to do so within ten (10) days
after request therefore by Landlord, and in such event Landlord shall be
conclusively deemed not in default under this lease.  Any right, either
expressed or implied, to quiet enjoyment of the premises which Tenant may have
under this lease shall be subject to any subordination of this lease under this
Article.  Notwhithstanding anything to the contrary in the foregoing,
Landlord agrees that is shall reasonably cooperate with and assist Tenant in
Tenant’s obtaining a lender’s standard form Non-Disturbance Agreement by
requesting such an agreement from the lender on behalf of Tenant.  Any and
all costs and expenses incurred in obtaining a Non-Disturbance Agreement shall
be Tenant’s sole responsibility, including but not limited to any fees or costs
imposed by the lender any any and all attorneys’ fees incurred by Tenant or
Landlord.  Any negotiations or modifications of lender’s standard form
Non-Disturbance Agreement shall be Tenant’s sole responsibility.


 


23.  DELAY IN OCCUPANCY.  Tenant, agrees that, in the event
Landlord does not deliver to Tenant timely possession of the demised premises
at the commencement of the term, due to failure of a previous tenant to
promptly vacate the premises, or due to delays of Landlord or its contractor in
completing the remodeling of the premises, or due to any other delays, Landlord
shall not be liable for any damage caused thereby; nor shall this lease be void
or voidable if possession is given to Tenant within one hundred twenty (120)
days after the date set for commencement of this lease, but in no event shall
Tenant be liable for rent until such time as Landlord offers to deliver
possession of said premises to Tenant.  However, the term hereof shall not be extended by such delay.  If
Tenant, with Landlord’s consent take possession of the


 

















 


demised
premises prior to the commencement of this lease, then Tenant shall be subject
to all the covenants and conditions hereof and shall pay rent for the period
ending with the commencement of said term at the monthly rate prescribed for
the first month of said term.  In the event that the delay in delivering
to Tenant possession of said premises at the commencement of said term is
caused by Tenant, rentals shall nevertheless commence on the date set out in
this lease for the commencement of the term of this lease.


 


24.  CONDITIONS OF COVENANTS.  Each and all of the provisions of this
lease are conditions precedent to be faithfully and fully performed and
observed by Tenant to entitle Tenant to obtain and continue in possession of
the premises hereunder; said conditions are also covenants on the part of
Tenant and time of performance of each is of essence of this agreement.


 


25.  ATTORNEYS’ FEES.  If any action or actions be commenced
for the breach of any covenants or conditions of this lease, or for any rent,
or any other action arising out of this lease, or for the possession of said
premises, or if arbitration of Article 20 is requested by either party
hereto, or if Landlord necessarily intervenes in, or becomes a party, or is
made a party to, any action or actions accruing out of this lease in order to
protect is rights, then losing party will pay to prevailing party a reasonable
attorney’s fee in such action or actions, which fee shall be fixed by the court
in such action.  As a further inducement to Landlord to make this lease
and in consideration thereof, Landlord and Tenant covenant and agree that in
any action or proceeding arising out of, under or by virtue of this lease, Landlord
and Tenant do hereby waive trial by jury.


 


26.  BUILDING RULES.  Tenant covenants that Tenant, together
with all persons entering and/or occupying the demised premises shall keep and
perform each and all of the rules and regulations of the building
hereinafter set forth which are hereby referred to and made a part
hereof.  Landlord shall have the right to amend said rules and to
make other and different reasonable rules and regulations as in Landlord’s
reasonable judgment may from time to time be necessary for the management,
safety, care and cleanliness of the premises, and for the preservation of good
order therein, as well as for the convenience of other occupants and tenants
therein.  Such rules and regulations may limit, restrict and regulate
the privileges of tenants in the said building, and all such rules and
regulations so made by Landlord, after notice thereof to Tenant, shall be
binding upon Tenant and become conditions of Tenant’s tenancy and covenants on
the part of and to be performed by Tenant.  Violation of any such rules and
regulations shall be deemed a material breach of this lease by Tenant. 
Landlord shall not be responsible to Tenant or to any other person for the
non-observance or violation of the rules and regulations by any other
tenant or person.


 


27.  WAIVER.  No modification, alteration or waiver
of any term, covenant or condition of this lease shall be valid unless in
writing subscribed by the Landlord or by any officer of Landlord authorized in
writing.  No waiver of a breach of any covenant or condition shall be
valid unless in writing subscribed by the Landlord or by any officer of
Landlord authorized in writing.  No waiver of a breach of any covenant or
condition shall be construed to be a waiver of any succeeding breach.  No
act, delay or omission done, suffered or permitted by landlord shall be deemed
to exhaust or impair any right, remedy or power of Landlord hereunder. 
Landlord shall have the right to accept any rental payment tendered by Tenant
for lesser amounts than the full rental due without waiver of the balance due
from Tenant, and in this regard Landlord shall have the right to deposit any
checks tendered by Tenant regardless of any restrictive notations or
endorsements placed thereon by Tenant or set forth in any accompanying
transmittal without waiver of the balance due Landlord.  Landlord’s
acceptance of the keys to the premises shall not constitute a surrender or
termination of this lease.  A surrender or termination of this lease can
only be effected by way of written agreement between the parties.  This
agreement contains the entire contract between the parties hereto, and there
are no oral or other agreements between Tenant and Landlord with regard to this
lease, except those expressly set out herein, and no representative or officer
of Landlord has any power to change, modify or make any other terms or
representations whatsoever than those herein set forth.  Tenant hereby
waives the provisions of Sections 1932, 1941, 1942 and subdivision (4) of Section 1933
of the Civil Code of the State of California and any and all other statutes or
laws permitting a tenant to make repairs at the expense of the landlord or to
terminate a lease by reason of the condition of the premises or any part
thereof.  Should any part, clause, provision or condition of this lease be
held to be void, invalid or inoperative, such invalidity shall not affect any
other clause, provision or condition hereof, but the remainder of this lease
shall be effective as through such invalid clause, provision or condition had
not been included herein.


 


28.  COVENANT BY TENANT.  HAZARDOUS
MATERIALS.  Tenant covenants to hold Landlord free and harmless
from all loss or damage resulting from Tenant’s violation of any term or
provision of this lease, including but not limited to attorney fees and court
costs.


 


Tenant further covenants to hold Landlord free and harmless from the
use, misuse or neglect of said premises or appurtenances and expressly waives,
in favor of Landlord, all claims arising out of any alleged defective or unsafe
condition thereof, unless the same was caused by the negligence or willful
misconduct of Landlord.


 


Tenant agrees to pay for all damages which may be caused to Landlord or
the building in which the demised premises are situated or to any tenant or
occupant thereof by any act or failure to act of Tenant or any of Tenant’s
invitees, contractors, agents, guests, visitors or employees, and Tenant
further agrees not to use or suffer to be used the demised premises in any
manner which will increase the present rate of premium for insurance on said
building, or cause a cancellation of any insurance policy relating to said
building (Landlord acknowledges that Tenant’s existing banking operations do
not violate this restriction on the use of the Premises) or keep or suffer to
be kept therein any gasoline, distillate, petroleum, hazardous substances or
explosive products.  Tenant agrees during the entire term to take good
care of the demised premises and to keep the interior thereof in good order, repair
and condition, natural deterioration with careful use and injury by fire, the
elements and acts of God excepted.


 


Tenant and Landlord hereby represent and warrant that no real estate
broker nor any other person other than Landlord, its agents and employees, has
been involved in the securing and negotiation of this lease, nor is any broker
or any other person entitled to any commission, finder’s fee, nor any other
payment as a result of Tenant’s execution of this lease.


 


                Tenant shall not use, generate, manufacture,
produce, store, treat or dispose of on, under or about the Leased Premises or
the Building, or any part thereof, any pesticides, fungicides, solvents,
herbicides, flammable explosives, asbestos, radioactive materials, hazardous
wastes, toxic substances or related injurious materials, whether injurious by
themselves or in combination with other materials (collectively, “Hazardous
Materials”).  As used in this Paragraph 7.C, Hazardous Materials shall
include but not be limited to substances defined as “hazardous substances”, “hazardous
materials”, or “toxic substances” in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601,
et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801,
et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901
et seq.; and those substances defined as “hazardous wastes” in Section 25117
of the California Health & Safety Code or as “hazardous substances in
section 20316 of the California Health and Safety Code; and in the regulations
adopted and publications promulgated pursuant to said laws.  California
Health and Safety Code Section 25359.7 (b) requires any tenant of
real property who knows, or has reasonable cause to believe, that any release
of a hazardous substance has come to be located in, on or beneath such real
property to give written notice of such condition to the owner thereof. 
Tenant shall comply with requirements of Section 25359.7 (b) and any
successor statute thereto and with all other statutes, laws, ordinances, rules,
regulations and orders of governmental authorities with respect to hazardous
substances.


 


Tenant shall indemnify, defend (by counsel reasonably acceptable to
Landlord), protect, and hold Landlord, and each of Landlord’s partners,
employees, agents, attorneys, successors and assigns, free and harmless from
and against any and all claims, liabilities, penalties, forfeitures, losses or
expenses (including attorneys’ fees) or death of or injury to any person or
damage to any property whatsoever, arising from or caused in whole or in part,
directly or indirectly by (a) Tenant’s possession in, on, under or about
the Leased Premises or discharge in or from the Leased Premises of any
Hazardous Materials or Tenant’s use, analysis, storage, transportation,
disposal, release, threatened release, discharge or generation of Hazardous
Materials to, in, on, under, about or from the Leased premises or the Building,
or (b) Tenant’s failure to comply with any Federal, State, County,
Municipal, local or other law, rule, ordinance and regulation now or hereafter
in effect relating to the industrial hygiene, environmental protection, use,
analysis, generation, manufacture, purchase, transportation, storage and disposal
of hazardous, toxic, contaminated, polluting and radioactive


 














 


matter,
substances and wastes.  Tenant’s obligations hereunder shall include,
without limitation, and whether foreseeable or unforeseeable, all costs of any
required or necessary repair, cleanup, detoxification or decontamination of the
Leased Premises or the Building, and the preparation and implementation of any
closure, remedial action or other required plans in connection therewith, and
shall survive the expiration or earlier termination of this Lease.  For
purposes of the release and indemnity provisions hereof, any acts or omissions
of Tenant, or by employees, agents, assignees, contractors or subcontractors of
Tenant or others acting for or on behalf of Tenant (whether or not they are
negligent, intentional, willful or unlawful) shall be strictly attributable to
Tenant.


 


29.  DEFAULT.  A.  It shall, at Landlord’s
option, be deemed a breach of this lease if (1) Tenant defaults (a) in
the making of any payment of money pursuant to this lease or (b) in
fulfilling any other term, covenant, condition, provision, or agreement of this
lease if said default under this Article 29 continues to exist at the
expiration of thirty (30) days
after notice thereof given by Landlord to Tenant, or  (2) (Intentionally
deleted.  Any references to this subparagraph 2 in this Lease shall be
deemed to refer to subparagraph (3) which follows,; (3) Tenant shall
cease to occupy or conduct business in Suite 100 and/or the Second Floor
Premises during customary banking hours, or if Tenant shall remove
substantially all of Tenant’s furniture or furnishings therefrom, or  (4) Tenant shall fail to move into or
take possession of demised premises within fifteen (15) days after Landlord
offers the premises for occupancy or (5) any
execution or attachment shall be issued against Tenant or any of Tenant’s
property or (6) the demised
premises shall be taken or occupied or attempted to be taken or occupied by
someone other than Tenant or (7) Tenant
shall default with respect to any other lease between (a) Landlord and
Tenant, or (b) any parent company or subsidiary company or affiliate or
agent of Landlord or Tenant or (8) Tenant
assigns or otherwise transfers substantially all of the assets used in
connection with the business conducted in demised premises.


 


B.  In the event that Landlord elects, pursuant to paragraph A of
this Article, to declare a breach of this lease, then Landlord shall have the
right to give Tenant fifteen (15) days
notice of intention to end the term of this lease and thereupon, at the
expiration of said fifteen (15) days,
the term of this lease shall expire as fully and completely as if that day were
the day herein definitely fixed for the expiration of the term hereof and
Tenant shall then quit and surrender the demised premises to Landlord, but
Tenant shall remain liable as hereinafter provided.  If Tenant fails to so
quit and surrender the demised premises as aforesaid, Landlord shall have the
right, without notice to re-enter demised premises and dispossess Tenant and
the legal representatives of Tenant and all other occupants of demised premises
by unlawful detainer or other summary proceedings, or otherwise, and remove
their effects and regain possession of demised premises (but Landlord shall not
be obligated to effect such removal).


 


C.  In the event of any breach of this lease by Tenant (and
regardless of whether or not Tenant has abandoned the demised premises), this
lease shall not terminate unless Landlord, at Landlord’s option, elects at any
time when Tenant is in breach of this lease to terminate Tenant’s right to
possession as provided in Paragraph B and of this Article or, at Landlord’s
further option, by the giving of any notice (including but not limited to any
notice preliminary or prerequisite to the bringing of legal proceedings in
unlawful detainer) terminating Tenant’s right to possession.  For so long
as this lease so continues in effect, Landlord may enforce all of Landlord’s
rights and remedies under this lease, including the right to recover all rent
as it becomes due hereunder.  For the purposes of this Paragraph C, the
following shall not constitute termination of Landlord’s right to possession; (1) acts
of maintenance or preservation or efforts to relet demised premises, or (2) the
appointment of a receiver upon initiative of Landlord to protect Landlord’s
interest under this lease.


 


D.  In the event of termination of this
lease or termination of Tenant’s right to possession (as the result of Tenant’s
breach of this lease or pursuant to Article 30 (Bankruptcy), landlord
shall have the right: (1) To remove any and all persons and property from
demised premises pursuant to such rights and remedies as the laws of the State
of California shall then provide or permit, but Landlord shall not be obligated
to effect such removal.  Such property may, at Landlord’s option, be
stored or otherwise dealt with as such laws may then provide or permit,
including but not limited to the right of Landlord to store the same, or
any part thereof, in a warehouse or elsewhere at the expense and risk of and
for the account of Tenant. (2) To recover from Tenant damages which shall
include but not be limited to: (a) The worth, at the time of award, of the
unpaid rent (including but not limited to increases in rent pursuant to Article 20
even if determined at a later date) which have been earned at the time of
termination; (b) The worth, at the time of award, by which the unpaid rent
(including but not limited to increases in rent pursuant to Article 20
even if determined at a later date) which would have been earned after termination
until the time of award exceeds the amount of such rental loss that the Tenant
proves could have been reasonably avoided; (c) The worth, at the time of
award, of the amount by which the unpaid rent (including but not limited to
increases in rent pursuant to Article 20 even if determined at a later
date) for the balance of the term after the time of award exceeds the amount of
such rental loss that Tenant proves could have been reasonably avoided for the
same period; and (d) Such expenses as Landlord may incur for legal
actions, attorney’s fees, court costs, for reletting (including but not limited
to advertising), brokerage fees, for putting demised premises in good order,
condition and repair, for preparing the same for reletting (including but not limited
to any remodeling, renovations or alterations of the premises), and for keeping
demised premises in good order, condition and repair (before and after Landlord
has prepared the same for reletting), and all reasonable costs (including but
not limited to attorneys’ and receivers’ fees) incurred in connection with the
appointment of and performance by any receiver and any other amount necessary
to compensate Landlord for all the detriment approximately caused by Tenant’s
failure to perform these obligations under the lease or which in the ordinary
course of things would be likely to result therefrom.  The “worth of at
the time or award” shall include interest at the maximum legal rate. (3) To
enforce, to the extent permitted by the laws of the State of California then in
force and effect, any other rights or remedies set forth in this lease or
otherwise applicable hereto by operation of law or contract.


 


E.  In the event of a breach or threatened breach by Tenant of any
of the terms, covenants, conditions, provisions or agreements of this lease
Landlord shall additionally have the right of injunction.  Mention in this
lease of any particular remedy shall not preclude Landlord from any other
remedy, at law or in equity.


 


F.  Tenant hereby expressly waives any and all rights of
redemption granted by or under any present or future law in the event of Tenant’s
being evicted or dispossessed or any cause, or in the event of Landlord’s
obtaining possession of demised premises, by reason of the violation by Tenant of
any of the terms, covenants, conditions, provisions or agreements of this
lease, or otherwise.


 


G.  Any amount due to Landlord not paid when due shall bear
interest at the maximum rate then allowable by law from the date due.  On
any amounts not paid within twenty-five (25) days from the date due, Tenant
shall pay Landlord a late charge of five (5%) per month for Landlord’s
administrative expenses, plus the amount of legal costs and attorney’s fees
incurred by Landlord prior to trial, for the collection of such delinquent
rent.  Landlord shall have the right to apply the first monies received
from Tenant to late charges and interest.  Payment of such interest and
late charges shall not excuse or cure any default by Tenant under this lease. 
Interest shall not be payable on late charges.


 


                30. 
BANKRUPTCY.  If,
at any time during the term of this lease, in any judicial action proceeding in
any court against Tenant, a receiver or other officer or agent abe appointed to
take charge of said premises or the business conducted therein and shall be in
possession thereof, or if this lease or the interest or estate created thereby
vest in any other person or persons by operation of law or otherwise, except by
consent of Landlord, or in the event of any action taken by or against Tenant
under the federal bankruptcy laws or other applicable statutes of the United
States, or any state, or if Tenant shall make an assignment for the benefit of
creditors, or if an attachment or execution is levied upon Tenant’s property or
interest under this lease which is not satisfied or released within thirty (30)
days thereafter, the occurrence of any such event shall be deemed to be a
breach of this lease by Tenant, and Landlord shall have the rights herein
provided in the event of any such breach, including the right, at Landlord’s
option, to terminate this lease immediately and enter said premises and remove
all persons and property therefrom.  Notwithstanding the foregoing, in the
event Tenant is ever subjected to the jurisdiction of the Federal Deposit
Insurance Corporation or any other federal or state banking authority and
pursuant thereto Tenant or such authority continues to pay the rent pursuant to
this Lease, then this Lease shall not terminate pursant to the provisions of this
Article so laong as the rental and other provisions of this Lease are
performed.


 


31.  ACCEPTANCE.  Tenant agrees that, upon substantial
completion of said premises and/or upon Landlord’s offer to deliver the same
for occupancy by Tenant, Tenant will accept said premises and take possession
thereof.  The entry of the Tenant into the possession of the demised
premises shall be conclusive acknowledgement on Tenant’s part of Tenant’s
acceptance of the premises and that they are in good and tenantable condition,
except as to latent defects not apparent by


 

















 


reasonable
visual inspection and reasonable punchlist items..  At the expiration or
sooner termination of this Lease, Tenant shall deliver the demised premises to
landlord, clean and in a state of repair in which said premise existed at the
commencement of the term hereof with tenant improvements accepted by Lanldord
under the provisions of Article 7, reasonable wear and tear
excepted.  There are no representations or warranties of Landlord as to
the condition or state of repair of the premises except as expressly stated in
this lease.  Tenant’s failure to accept the premises upon Landlord’s offer
of delivery shall in no way postpone the commencement of this lease or Tenant’s
obligation to pay rental hereunder.


 


32.  COMPLIANCE.  Tenant shall, at Tenant’s expense,
comply with all laws, rules, orders, ordinances, regulations and requirements
or municipal, state and federal governments, boards and authorities relative to
the Tenant’s occupancy of the demised premises or to the business to be
conducted therein. Landlord shall, at Landlord’s expense, comply with all laws,
rules, orders, ordinances, regulations and requirements or municipal, state and
federal governments, boards and authoritites (herein collectively referred to
as the “requirements and authorities”) relative to the leasing and general
operations of the Building, exclusive of the requirements and authorities
relative to each and all of the tenant’s occupancies of premises with the
Building or to the business’s conducted by such tenants.Tenant will keep the
said premises in a clean and orderly condition and in accordance with all laws
and ordinances and the direction of all public officers, and, as far as
reasonably possible, shall keep all immoral and disreputable persons out of
said premises to the end that the reputation of the demised premises and the
said building as a first class office building may be preserved.  No
trade, occupation, game or business shall be conducted upon said premises which
shall be unlawful or of unethical character.  The demised premises shall
not be used for cooking (except only for incidental microwave cooking or
employees lunch and snacks in a non-public are a of the Premises), lodging,
sleeping or for immoral purposes and no objectionable noise, vibration or odor
shall be permitted to escape from said premises.  Tenant shall not install
nor maintain vending machines on the demised premises nor engage in any
activity which violates landlord’s Certificate of Occupancy relating thereto.


 


33.  CALIFORNIA LAW.  The provisions of this lease shall be
construed and interpreted in accordance with the laws of the State of
California.  The language in all parts of this lease shall be construed in
all cases according to its fair meaning and not strictly for or against either
Landlord or Tenant.  This lease shall be deemed to be jointly prepared by
both of the parties hereto, and any ambiguities or uncertainties herein shall
not be construed for or against either of the parties hereto.


 


34.  TRANSFER OF LANDLORD’S INTEREST.  The term “Landlord” as used in this
lease, insofar as covenants or obligations on the part of Landlord are
concerned, shall be limited to mean and include only the owner, or owners, at
the time in question, of the fee or the ground lease on the demised premises
and in the event of any transfer of the title to such Proprietary interest, the
Landlord named herein (and in case of any subsequent transfers or conveyances,
the then Grantor), their employees and agents shall be automatically freed and
relieved from and after the date of such transfer or conveyance of all personal
liability with respect to the performance of any covenants or obligations on
the part of Landlord contained in this lease thereafter to be performed;
provided, that any funds in the hands of such Landlord or the then Grantor at
the time of such transfer in which Tenant has an interest shall be turned over
to the Grantee, and any amount then due and payable to Tenant by Landlord or
the then Grantor under any provision of this lease shall be paid to Tenant, it
being intended hereby that the covenants and obligations contained in this
lease on the part of Landlord shall, subject as aforesaid, be binding upon
Landlord, its successors and assigns only during and in respect to their
successive periods of ownership. Any liability that arises from Landlord’s
negligence during its period of ownership and that remains unsatisfied at the
expiration of said period of ownership, shall survive the expiration of the period
of ownership.


 


35.  FORCE MAJEURE.  Any act of the Landlord or
Tenantrequired by this lease to be done within a specified time (except for the
payment of renat and other sums deemed rent) shall be subject to excusable
delays.  The term “excusable delays” shall be deemed to mean any delays
caused by or due to fire, the elements of nature, casualties, strikes, lockouts
or other labor troubles, governmental regulations, shortages of material, or
supplies, or any cause, whether similar or dissimilar to the foregoing beyond
the control of the performing party which affects the performance of that
party.  Neither party shall be liable to the other , in damages or
otherwise for any such excusable delays. Landlord shall not be deemed in
default hereunder, for any failure, suspension, stoppage or interruption
of any public utility services, air conditioning or elevator service, caused by
repairs, replacements, riots, strikes, labor disputes, fire explosion,
earthquake, floods, rain storms, war, insurrection failure of any public
utility to furnish service for any reason whatsoever (including, but not
limited to any rationing or reduction in service due to any Energy or Natural
Resource Conservation Act or Agency, or any Environmental Protection Act or
Agency, or any other similar or dissimilar act, statute, ordinance, regulation
or directive of any federal, state, county, municipality, or any other
governmental or quasi-governmental agency, or of any public utility or any
other public or private agency or entity vested with the power to curtail
service as a means of conserving or controlling the consumption of water, gas,
electricity or any other utility, or any other energy or energy product, or
natural resource, or any product or service), act of God, accidents or any
other similar or dissimilar causes beyond the reasonable control of Landlord;
nor shall such failure or reduction constitute an eviction.  There shall
be no abatements of rent by reason of any such failure or reduction.


 


36.  TAXES, ASSESSMENTS AND OTHER CHARGES.  In addition to rental, operating cost
increases and any charges for utilities or services payable under this
lease.  Landlord may at any time during the term of this agreement
increase the service or utilities charges payable as additional rent to reflect
any and all expenses costs (including but not limited to costs to secure any
alternate source of utilities, energy, products or service), improvements,
taxes, assessments, charges, subcharges or penalties which Landlord is subject
to or required to make after the execution date of this lease pursuant to any
Energy or Natural Resource Conservation Act or Agency, or any Environmental
Protection Act or Agency, or any other similar or dissimilar act, statute,
ordinance, regulation or directive of any federal, state, county, municipality,
or any other governmental or quasi-governmental agency, or any public utility
of any other public or private agency or entity vested with the power to impose
taxes, assessments, charges, surcharges or penalties as a means of conserving
or controlling the consumption of water, gas, electricity or any other utility,
or any other energy or energy product, or natural resource, or any product or
service, whether or not such taxes, assessments, charges, surcharges or penalties
are based upon or applied (either directly or indirectly) to any utility,
product or service charge.  Such increase to Tenant shall be based upon a
proportion of the sum due as determined by Landlord, to be reasonably
applicable to Tenant and shall be due and payable within ten (10) days
after billing by Landlord.  In any event, Tenant shall pay all such taxes,
assessments, expenses, charges, or surcharges that are imposed directly against
Tenant.


 


Tenant shall pay Tenant’s Percentage Share (as specified in Article 20)
of any special assessment levied upon the building, improvements or real
property upon which the demised premises are located by the Los Angeles Rapid
Transit District (or any other governmental entity having the authority to
impose such assessment) (the “Metrorail Assessment”).  Tenant shall pay
Tenant’s Percentage Share of the Metrorail Assessment in equal monthly
installments as the same are billed by Landlord to Tenant.  Landlord may
require that the final installment be due and payable on the first day of the
month in which the Metrorail Assessment is due.  Tenant’s obligation
requires Tenant to pay Tenant’s Percentage Share of the entire Metrorail
Assessment for each calendar year of the Term and is not limited to Tenant’s
Percentage Share of any annual increases made, from time to time, to the
Metrorail Assessment.  If the bill for the Metrorail Assessment specifies
that it applies to a given period of time, Tenant’s obligations shall be
amortized to the extent the Term of


 

















 


this
Lease does not include all such period.


 


Tenant shall pay Tenant’s Percentage Share (as specified in Article 20)
of any special assessment, tax, levy, surcharge or fee levied upon the
building, improvements or Real Property by the City or County of Los Angeles in
connection with the development, improvement or beautification of Pershing
Square or the area immediately adjacent thereto (the “Pershing Square
Assessment”).  Tenant’s obligation requires Tenant to pay Tenant’s
Percentage Share of the entire Pershing Square Assessment for each calendar
year of the Term and is not limited to Tenant’s Percentage Share of any annual
increases made, from time to time, to the Pershing Square Assessment.  If
the bill for the Pershing Square Assessment specifies that it applies to a
given period of time, Tenant’s obligations shall be amortized to the extent the
Term of this Lease does not include all such period.


 


Tenant shall pay Tenant’s Percentage Share (as specified in Article 20)
of any special assessment levied upon the building, improvements or real
property upon which the demised premises are located by the Downtown Business
Improvement District (or any other governmental entity having the authority to
impose such assessment) (the “Downtown BID Assessment”).  Tenant shall pay
Tenant’s Percentage Share of the Downtown BID Assessment in equal monthly
installments as the same are billed by Landlord to Tenant.  Landlord may
require that the final installment be due and payable on the first day of the
month in which the Downtown BID Assessment is due.  Tenant’s obligation
requires Tenant to pay Tenant’s Percentage Share of the entire Downtown BID
Assessment for each calendar year of the Term and is not limited to Tenant’s
Percentage Share of any annual increases made, from time to time, to the
Downtown BID Assessment.  If thebill for the Downtown BID Assessment
specifies that it applies to a given period of time, Tenant’s obligations shall
be amortized to the extent the Term of this Lease does not include all such
period.


 


37.


 


38.  CONDITION OF THE PREMISES.  Tenant agrees that the demised
premises are being leased in an “as is” condition and Landlord is not obligated
to perform any work of any kind to prepare the premises for Tenant’s
occupancy.  The area of the leased premises is based upon the rentable
area, which includes Tenant’s proportionate share of the public elevator lobby,
toilet rooms, corridors and other public areas on the floor on which the
demised premises are located.  A lease of a full floor includes the entire
public area on the floor.  Landlord shall provide Tenant with an allowance
of $25,000.00 to be used by Tenant in connection with Tenant’s remodeling and
rennovation work contemplated to be undertaken by Tenant, at Tenant’s sole cost
and expense and in accordance with Article 7 of this Lease, and including
the building safety systems and the public restrooms.


 


39.  FIRE PROOFING AND INSULATING MATERIALS. ABATEMENT.  Tenant acknowledges that
certain fire-proofing and insulating materials used in the construction of the
Building contain asbestos and other hazardous substances (collectively “asbestos”). 
If any governmental entity promulgates or revises a statute, ordinance, code, rule or
regulation, or imposes mandatory or voluntary controls or guidelines with
respect to such asbestos-containing materials or if Landlord otherwise so
elects, Landlord may, in its sole discretion, comply with such mandatory or
voluntary controls or guidelines, or elect to make such alterations or remove
such asbestos-containing materials.  Such compliance or the making of
alterations, and the removal of all or a portion of such asbestos containing
materials, whether in the Premises or elsewhere in the Building, shall not, in
any event constitute a breach by Landlord of any provision of this Lease,
relieve Tenant of the obligation to pay any Rent due under this Lease,
constitute or be construed as a constructive or other eviction of Tenant, or
constitute or be construed as a breach of Tenant’s quiet enjoyment.  In
accordance with Proposition 65 (Assembly Bill No. 3713) and the
regulations promulgated thereunder (California Health and Safety Code Sections
25249.6 et. seq.) which require that persons subject to “environmental exposure”
to certain designated chemicals, such as asbestos, receive warning, you are
advised that:


 


WARNING:  THE BUILDING CONTAINS ASBESTOS


A CHEMICAL KNOWN TO THE STATE OF


CALIFORNIA TO CAUSE CANCER.


 


Tenant also acknowledges that Landlord has promulgated building
regulations and procedures governing the manner in which Tenant may undertake
alterations, additions, modifications and improvements to the Premises in those
areas where asbestos-containing materials may be located, and such regulations
and procedures may be modified, amended or supplemented from time to
time.  Prior to undertaking any physical work in or around the
Premises, Tenant shall notify Landlord in writing, of the exact nature and
location of the proposed work and shall promptly supply such additional
information regarding the proposed work as Landlord shall request.  After
receipt of Tenant’s notice, Landlord shall, to the extent appropriate, supply
Tenant with the Building regulations and procedures for working in areas where
there is a risk of coming into contact with asbestos-containing materials. 
Tenant shall, at Tenant’s sole cost and expense, strictly comply with all such
Building regulations and procedures established by Landlord and with all
applicable governmental statutes, ordinances, codes, rules, regulations,
restrictions and guidelines (herein “governmental controls”).  Landlord
shall have the right (but not the duty or obligation at all times to monitor
the work for compliance with the Building regulations and procedures and
governmental controls.  If Landlord determines that any of the Building
regulations or procedures or governmental controls are not being strictly
complied with, Landlord may immediately require the cessation of all work being
performed in or around the Premises until such time as Landlord is satisfied
that the applicable regulations, procedures and governmental controls will be
observed.  Landlord’s monitoring of any work in or around the Premises
shall not be deemed a certification by Landlord of compliance with any
applicable governmental control or of the building regulations and procedures
or a waiver by Landlord of its right to require strict compliance by Tenant
with such Building regulations and procedures and governmental controls, nor
shall such monitoring relieve Tenant from any of its responsibilities and
liabilities relating to such work.


 

















 


This
lease consists of thirty nine (39)
Articles consecutively numbered.


 


Rules and regulations of the building referred to herein
which constitute a part of this lease


 


1.  The sidewalks, entrances, lobby, garage, elevators, stairways
and public corridors shall be used only as a means of ingress and egress and
shall remain unobstructed at all times.  The entrance and exit doors of
all suites are to be kept closed at all times, except as required for orderly
passage to and from a suite.  Loitering or congregating in any part of the
building or obstruction of any means of ingress or egress shall not be
permitted.  Doors and windows shall not be covered or obstructed except
that Landlord shall have the right to require Tenant to keep the drapes closed
at all times.


 


2.  Plumbing fixtures shall not be used for any purposes other
than those for which they were constructed, and no rubbish, newspapers, trash
or other substances of any kind shall be thrown into them.  Walls, floors
and ceilings shall not be defaced in any way, and no one shall be permitted to
mark, drive nail, screw or drill into, paint, or in any way mar any building
surface, except that pictures, certificates, licenses and similar items
normally used in Tenant’s business may be carefully attached to the walls of
the demised premises by Tenant in a manner to be prescribed by Landlord. 
Upon removal of such items by Tenant, any damage to the walls or other
surfaces, except minor nail holes, shall be repaired by Tenant.


 


3.  No awning, shade, sign, advertisement or notice shall be
inscribed, painted, displayed or affixed on, in or to any window or door or any
other part of the outside or inside of the building or the demised
premises.  No window displays or other public displays shall be permitted,
without the prior written consent of Landlord.  Tenant shall not solicit
other tenants in the building.  Drapes may be installed by tenants
provided they are of such color, material, construction and installation as may
be prescribed by landlord.  All tenant identification on public corridor
doors will be installed by Landlord for Tenant, but the cost shall be paid by
Tenant.  No lettering or signs other than the name of the Tenant will be
permitted on public corridor doors, with the size and type of letters to be
prescribed by Landlord.  The bulletin board or directory of the building
will be provided exclusively for the display of the name and location of Tenant
only, and Landlord reserves the right to exclude all other names therefrom and
to assess its Building Standard charge for each and every name other than the
name of Tenant which Tenant may desire to be placed upon such bulletin board
and to which Landlord may consent.  All requests for listing of Tenants on
the Directory of Building Tenants must be submitted to the office of the
building in writing.  Landlord reserves the right to approve all listing
requests.


 


4.  Electric wiring of every kind and telephone outlets shall be
installed in a manner as will be prescribed by Landlord.  The location of
convenience outlets, electric light outlets, power outlets and telephone
outlets shall be approved by Landlord, but the cost of installation thereof
shall be borne by Tenant.


 


5.  The weight, size and position of all safes and other unusually
heavy objects used or placed in the building shall be prescribed by Landlord
and shall, in all cases, stand on metal plates of such size as shall be
prescribed by Landlord.  The repair of any damage done to the building or property
therein by putting in or taking out or maintaining such safes or other
unusually heavy objects shall be paid for by Tenant.


 


6.  All freight, furniture, fixtures and other personal property
shall only be moved into, within and out of the building at times designated by
and under the super vision of Landlord and in accordance with such regulations
as may be posted in the office of the building.  In no event will Landlord
be responsible for any loss or damage to such freight, furniture, fixtures or personal
property from any cause.


 


7.  No improper noises, vibrations or odors will be permitted in
the building, nor shall any person be permitted to interfere in any way with
tenants or those having business with them.  No person will be permitted
to bring or keep within the building any animal, bird or bicycle.  No
person shall throw trash, refuse, cigarettes or other substances of any kind
any place within or out of the building, except in the refuse containers
provided therefor.  No person shall be employed by Tenant to do janitor
work in any part of said building without the written consent of
Landlord.  Landlord reserves the right to exclude or expel from the
building any person who, in the judgment of Landlord, is intoxicated or under
the influence of liquor or drugs or who shall in any manner do any act in
violation of the rules and regulations of said building.


 


8.  The storage of goods, wares or merchandise on the premises
will not be permitted except in areas specifically designated by Landlord for
storage.  No auction, public or private, will be permitted in the
premises.  Articles of unusual size or weight and articles which exceed
the design floor weight of the building are not permitted in the building,
unless permitted by Landlord in writing.


 


9.  The requirements of Tenant will be attended only upon
application at the office of the building.  Landlord’s employees shall not
perform any work or do anything outside of their regular duties unless under
special instruction from the office of the building, and no such employee shall
admit any person (Tenant or otherwise) to any office without specific
instructions from the office of the building.


 


10.  All keys shall be obtained from Landlord, and all keys shall
be returned to Landlord upon termination of this lease.  Tenant shall not
change the locks or install other locks on the doors.


 


11.  Any Tenant using the premises after regular business hours or
on non-business days shall lock any entrance doors to the building used by
Tenant immediately after entering or leaving the building.  Tenant, his
employees, agents or associates, or other persons entering or leaving the
building when it is so locked may be required to sign the building register
when so doing, and any watchman in charge may refuse to admit Tenant or any of
Tenant’s employees, agents or associates, or any other person to the building
while it is so locked without a pass previously arranged or other satisfactory
identification showing such person’s right to access to the building at such
time.  However, Landlord assumes no responsibility whatsoever in
connection therewith and shall not be liable for any damage resulting from any
error in regard to any such pass or identification or from the admission of or
refusal to admit, any person to said building.


 


12.  Tenant shall be deemed to have read these rules and to
have agreed to abide by them as a condition to his occupancy of the space
herein leased.  THIS LEASE AGREEMENT WILL NOT BECOME EFFECTIVE OR A
BINDING AGREEMENT BETWEEN THE PARTIES UNTIL IT HAS BEEN COUNTERSIGNED BY
CITINATIONAL-BUCKEYE BUILDING CO. AND A COPY EXECUTED BY ALL THE PARTIES HERETO
HAS BEEN RETURNED TO THE TENANT.


 


	
  LANDLORD:

  	
  TENANT:

  
	
  CITINATIONAL-BUCKEYE
  BUILDING CO.,

  	
  CITY
  NATIONAL BANK

  
	
  a California limited
  partnership

  	
  a
  national banking association

  
	
  By:  OLIVE-SIXTH
  BUCKEYE CO., General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Bram Goldsmith, General
  Partner

  	
   

  
					



 

















 


[GRAPHIC]


 


	
   

  	
  EXHIBIT “A”

  	
   

  	
  606
  Olive Street

  
	
   

  	
   

  	
   

  	
  Los
  Angeles, CA.

  
	
   

  	
   

  	
   

  	
  STEVENSON
  SYSTEMS INC.

  	
  [LOGO]

  
	
   

  	
   

  	
   

  	
  CNB