EXHIBIT
10.6

       

      MULTI-TENANT LEASE
(NNN)

       

      ARDENWOOD
LIFE SCIENCE CENTER

      Fremont,
California

       

      LANDLORD:

       

      LBA
REALTY FUND III-COMPANY VII, LLC,

      a
Delaware limited liability company

       

      TENANT:

       

      WAFERGEN,
INC.,

      a
Delaware corporation


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        TABLE OF
CONTENTS

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    	
                                                                                            ARTICLE
      1 -

                                                                                          	
                                                                                            LEASE
      SUMMARY AND PROPERTY SPECIFIC PROVISIONS

                                                                                          	
                                                                                            1

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      2 -

                                                                                          	
                                                                                            LEASE

                                                                                          	
                                                                                            9

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      3 -

                                                                                          	
                                                                                            PREMISES

                                                                                          	
                                                                                            9

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      4 -

                                                                                          	
                                                                                            TERM
      AND POSSESSION

                                                                                          	
                                                                                            9

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      5 -

                                                                                          	
                                                                                            RENT

                                                                                          	
                                                                                            10

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      6 -

                                                                                          	
                                                                                            SECURITY
      DEPOSIT

                                                                                          	
                                                                                            10

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      7 -

                                                                                          	
                                                                                            OPERATING
      EXPENSES/UTILITIES/SERVICES

                                                                                          	
                                                                                            11

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      8 -

                                                                                          	
                                                                                            MAINTENANCE
      AND REPAIR

                                                                                          	
                                                                                            11

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      9 -

                                                                                          	
                                                                                            USE

                                                                                          	
                                                                                            12

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      10 -

                                                                                          	
                                                                                            HAZARDOUS
      MATERIALS

                                                                                          	
                                                                                            12

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      11 -

                                                                                          	
                                                                                            PARKING

                                                                                          	
                                                                                            13

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      12 -

                                                                                          	
                                                                                            TENANT
      SIGNS

                                                                                          	
                                                                                            13

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      13 -

                                                                                          	
                                                                                            ALTERATIONS

                                                                                          	
                                                                                            13

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      14 -

                                                                                          	
                                                                                            TENANT’S
      INSURANCE

                                                                                          	
                                                                                            14

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      15 -

                                                                                          	
                                                                                            LANDLORD’S
      INSURANCE

                                                                                          	
                                                                                            15

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      16 -

                                                                                          	
                                                                                            INDEMNIFICATION
      AND EXCULPATION

                                                                                          	
                                                                                            16

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      17 -

                                                                                          	
                                                                                            CASUALTY
      DAMAGE/DESTRUCTION

                                                                                          	
                                                                                            17

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      18 -

                                                                                          	
                                                                                            CONDEMNATION

                                                                                          	
                                                                                            18

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      19 -

                                                                                          	
                                                                                            WAIVER
      OF CLAIMS; WAIVER OF SUBROGATION

                                                                                          	
                                                                                            18

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      20 -

                                                                                          	
                                                                                            ASSIGNMENT
      AND SUBLETTING

                                                                                          	
                                                                                            19

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      21 -

                                                                                          	
                                                                                            SURRENDER
      AND HOLDING OVER

                                                                                          	
                                                                                            20

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      22 -

                                                                                          	
                                                                                            DEFAULTS

                                                                                          	
                                                                                            20

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      23 -

                                                                                          	
                                                                                            REMEDIES
      OF LANDLORD

                                                                                          	
                                                                                            21

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      24 -

                                                                                          	
                                                                                            ENTRY
      BY LANDLORD

                                                                                          	
                                                                                            22

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      25 -

                                                                                          	
                                                                                            LIMITATION
      ON LANDLORD’S LIABILITY

                                                                                          	
                                                                                            22

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      26 -

                                                                                          	
                                                                                            SUBORDINATION

                                                                                          	
                                                                                            22

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      27 -

                                                                                          	
                                                                                            ESTOPPEL
      CERTIFICATE

                                                                                          	
                                                                                            23

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      28 -

                                                                                          	
                                                                                            RELOCATION
      OF PREMISES

                                                                                          	
                                                                                            23

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      29 -

                                                                                          	
                                                                                            MORTGAGEE
      PROTECTION

                                                                                          	
                                                                                            23

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      30 -

                                                                                          	
                                                                                            QUIET
      ENJOYMENT

                                                                                          	
                                                                                            23

                                                                                          
	 	 	 
	
                                                                                            ARTICLE
      31 -

                                                                                          	
                                                                                            MISCELLANEOUS
      PROVISIONS

                                                                                          	
                                                                                            23

                                                                                          


                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      EXHIBITS:

      


      
        
          	
                  Exhibit
      A

                	
                  Premises
      Floor Plan

                
	
                  Exhibit
      B

                	
                  Site
      Plan

                
	
                  Exhibit
      C

                	
                  Work
      Letter

                
	
                  Exhibit
      D

                	
                  Notice
      of Lease Term Dates

                
	
                  Exhibit
      E

                	
                  Rules
      and Regulations

                
	
                  Exhibit
      F

                	
                  Estoppel
      Certificate

                
	
                  Exhibit
      G

                	
                  Environmental
      Questionnaire and Disclosure
Statement

                


        

      

       

      RIDERS:

      


      
        
          	
                  Rider
      No. 1

                	
                  Extension
      Option

                
	
                  Rider
      No. 2

                	
                  Fair
      Market Rental Rate

                


        

      

       

      
        
           


        

        
          (i)

          
            

          

        

        
           


        

      


      THIS
LEASE, entered into as of this [22nd] day of
October, 2009 for reference purposes, is by and between LBA REALTY FUND
III-COMPANY VII, LLC, a Delaware limited liability company, hereinafter referred
to as "Landlord", and
WAFERGEN, INC., a Delaware corporation, hereinafter referred to as "Tenant".

       

      ARTICLE
1 - LEASE
SUMMARY AND PROPERTY SPECIFIC PROVISIONS

       

      
        
          
            	
                    1.1

                  	
                    Landlord's
      Address:

                  	
                    LBA
      Realty Fund III-Company VII, LLC

                  
	 
      	 
      	
                    2550
      North First Street, Suite 180

                  
	 
      	 
      	
                    San
      Jose, CA 95131

                  
	 
      	 
      	
                    Attn:  Jessica
      Henderson

                  
	 
      	 
      	
                    Telephone:  (408)
      435-1221

                  
	 
      	 
      	
                    Facsimile:  (408)
      435-7836

                  
	 	 	 
	 
      	
                    With
      copies to:

                  	
                    LBA
      Realty

                  
	 
      	 
      	
                    17901
      Von Karman, Suite 950

                  
	 
      	 
      	
                    Irvine,
      CA  92614

                  
	 
      	 
      	
                    Attn:
      SVP - Operations

                  
	 
      	 
      	
                    Telephone:  (949)
      833-0400

                  
	 
      	 
      	
                    Facsimile:  (949)
      955-9350

                  
	 
      	 
      	 
      
	 
      	
                    For
      payment of Rent:

                  	
                    LBA
      Realty Fund III-Company VII, LLC

                  
	 
      	 
      	
                    P.O.
      Box 515256

                  
	 
      	 
      	
                    Los
      Angeles, CA 90051-6556

                  


          

        

      

      


      
        
          	
                  1.2

                	
                  Tenant's Address (before the
      Commencement Date):

                
	 
      	 
      	
                  WaferGen,
      Inc.

                
	 
      	 
      	
                  46531
      Fremont Blvd.

                
	 
      	 
      	
                  Fremont,
      CA  94538

                
	 
      	 
      	
                  Attn:  Lindsay
      Nishiki

                
	 
      	 
      	
                  Telephone:  (___)
      ________________

                
	 
      	 
      	
                  Facsimile:  (___)
      ________________

                


        

      

       

      
        
          
            
              	 	
                      Tenant's Address (after the
      Commencement Date):

                    
	 	 
      	
                      To
      the Premises

                    
	 	 
      	
                      WaferGen,
      Inc.

                    
	 	 
      	
                      Attn:  Lindsay
      Nishiki

                    
	 	 
      	
                      Telephone:  (___)
      TBD

                    
	 	 
      	
                      Facsimile:  (___)
      TBD

                    


            

          

        

      

       

      1.3        Building:  The
Building commonly known as 34781 Campus Drive, Fremont, California
94555.  The Building, together with all other buildings, improvements
and facilities, now or subsequently located upon the land (the "Site") as shown on the Site
Plan attached hereto as Exhibit B (as
such area may be expanded or reduced from time to time) is referred to herein as
the "Property".  The
Property is commonly known as the Ardenwood Life Science
Center.  Landlord and Tenant stipulate and agree that the Property
contains 92,250 rentable square feet in the aggregate and that the Building
contains 48,240 rentable square feet rentable square feet, for all purposes of
this Lease.

       

      1.4        Premises:  Suite 150
of the Building, as outlined on the Premises Floor Plan attached hereto as Exhibit A.  Landlord
and Tenant stipulate and agree that the Premises contain 19,186 rentable square
feet (exclusive of the server room) for all purposes of this Lease.

       

      1.5        City:  The City of
Fremont, County of Alameda, State of California.

       

      1.6        Commencement
Date:  The date for commencement of the Term, to be determined
pursuant to the Work Letter attached as Exhibit C
hereto.  Estimated
Commencement Date:  November 1, 2009.

       

      1.7        Term:  Sixty-six
(66) months, plus any partial month at the beginning of the Term, commencing on
the Commencement Date and ending on the last day of the sixty-sixth (66th) full
calendar month following the Commencement Date ("Expiration
Date").

       

      1.8        Monthly Base
Rent:

      


      
        
          
            
              	
                       

                      Months or Period

                    	 	
                      
                      

                      Monthly Base Rent

                    	 	 	
                      Monthly Base

                      Rent / rsf

                    	 
	
                      *1
      – 12

                    	 	$	**30,697.60	 	 	$	1.60	 
	
                      13
      – 24

                    	 	$	32,616.20	 	 	$	1.70	 
	
                      25
      – 36

                    	 	$	36,453.40	 	 	$	1.90	 
	
                      37
      – 48

                    	 	$	38,372.00	 	 	$	2.00	 
	
                      49
      – 60

                    	 	$	40,290.60	 	 	$	2.10	 
	
                      61
      – 66

                    	 	$	42,209.20	 	 	$	2.20	 


            

          

        

      

      


      *Including any partial month at the
beginning of the Term.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      **Notwithstanding the foregoing,
Tenant's obligation to pay Monthly Base Rent and Tenant's Percentage of
Operating Expenses shall be abated during months 1 through 6, inclusive, of the
initial Term (such total amount of abated Monthly Base Rent and Tenant's
Percentage of Operating Expenses being hereinafter referred to as the "Abated
Amount").  During such abatement period, Tenant will still be
responsible for the payment of all other monetary obligations under the
Lease.

      


      Accordingly, Tenant shall deliver the
following amounts to Landlord upon execution of this Lease (Sections 4.2 and 5.1
of the Standard Provisions):

      


      
        
          
            
              
                	
                        (a)

                      	
                        Monthly
      Base Rent:

                      	
                        $30,697.60
      for month 7 of the initial Term.

                      
	 	 	 
	
                        (b)

                      	
                        Estimated
      Operating Expenses:

                      	
                        $9,324.40
      for month 7 of the initial Term.

                      
	 	 	 
	
                        (c)

                      	
                        Security
      Deposit:

                      	
                        $42,209.20
      (See Section 1.9 below).

                      
	 	 
	
                        Total
      due upon execution of this Lease:

                      	
                        $82,231.20.

                      


              

            

          

        

      

       

      1.9       
Security
Deposit:  $42,209.20.

       

      1.10      Permitted
Use:  Office, biotechnology research and development,
manufacturing and warehousing, subject to the provisions set forth in this Lease
and as permitted by Law.

       

      1.11      Parking:  Three (3)
unreserved parking spaces for each 1,000 rentable square feet leased (i.e., 58
unreserved parking spaces based upon the Premises containing 19,186 rentable
square feet), subject to the terms of Article 11 of the Standard Lease
Provisions.  In addition, Tenant shall be provided four (4) parking
spaces which shall be designated as visitor parking for Tenant and one parking
space which shall be designated for Tenant's shipping/receiving.

       

      1.12      Brokers:  GVA Kidder
Mathews, representing Landlord and Tenant.

       

      1.13      Interest Rate:  The
lesser of: (a) Ten percent (10%) or (b) the maximum rate permitted by
law in the State where the Property is located.

       

      1.14      Insurance
Amounts:

       

      a.      Commercial General Liability
Insurance: General aggregate liability of not less than Two Million
Dollars ($2,000,000.00).

       

      b.      Commercial Automobile Liability
Insurance: Limit of liability of not less than One Million Dollars
($1,000,000.00) per accident.

       

      c.      Worker’s Compensation and Employers
Liability Insurance: With limits as mandated pursuant to the laws in the
State in which the Property is located, or One Million Dollars ($1,000,000.00)
per person, disease and accident, whichever is greater.

       

      d.      Umbrella Liability Insurance:
Limits of not less than Three Million Dollars ($3,000,000.00) per
occurrence.

       

      1.15      Tenant
Improvements:  The improvements previously installed in the
Premises, if any, and the tenant improvements to be installed in the Premises by
Landlord or Tenant, if any, as described in the Work Letter attached hereto as
Exhibit C (the
"Work
Letter").  Landlord hereby grants to Tenant an allowance of up
to $10.00 per rentable square foot of the Premises (the "Allowance") (i.e., $191,860.00
based upon the Premises containing 19,186 rentable square feet), to be applied
as provided in the Work Letter.

       

      1.16      Tenant's
Percentage:  39.77%, which is the ratio that the rentable
square footage of the Premises bears to the rentable square footage of the
Building.  Building
Percentage of Property:  52.29%, which is the ratio that the
rentable square footage of the Building bears to the rentable square footage of
all buildings within the Property (hereinafter, the "Building
Percentage").  Landlord represents and warrants that the
“rentable square feet” for the Property, the Building and the Premises were
measured by the same standard or method.  Accordingly, as more
particularly provided in Section 1.18 hereof, Operating Expenses include the
Building Percentage of all such items which are common to the entire
Property.

       

      1.17      Common Areas; Definitions; Tenant's
Rights. During
the Term, Tenant shall have the non-exclusive right to use, in common with other
tenants in the Property, and subject to the Rules and Regulations referred to in
Article 9 of the Standard Lease Provisions, those portions of the Property (the
"Property Common Areas")
not leased or designated for lease to tenants that are provided for use in
common by Landlord, Tenant and any other tenants of the Property (or by the
sublessees, agents, employees, customers invitees, guests or licensees of any
such party), whether or not those areas are open to the general
public.  Without limiting the generality of the foregoing, Tenant
shall have the non-exclusive rights to use the common risers and runs in the
Building in order to install, maintain, replace, remove or use any
communications or computer wires and cables serving the Premises.  The
Property Common Areas shall include, without limitation, parking areas (subject
to Article 11 of the Standard Lease Provisions), loading and unloading areas,
trash areas, roadways, sidewalks, walkways, parkways, driveways and landscaped
areas appurtenant to the Building, fixtures, systems, decor, facilities and
landscaping contained, maintained or used in connection with those areas, and
shall be deemed to include any city sidewalks adjacent to the Property, any
pedestrian walkway system, park or other facilities located on the Site and open
to the general public.  The common areas of the Building shall be
referred to herein as the "Building Common Areas" and
shall include, without limitation, the following areas of the
Building:  the common entrances, lobbies, common restrooms,
accessways, loading docks, ramps, drives and platforms and any passageways and
serviceways thereto to the extent not exclusively serving another tenant or
contained within another tenant's premises, and the common pipes, conduits,
wires and appurtenant equipment serving the Premises.  The Building
Common Areas and the Property Common Areas shall be referred to herein
collectively as the "Common
Areas."  If Tenant is leasing the entire Building, then all
elements of the Building and the Building Common Areas shall constitute part of
the Premises and all references to Common Areas contained in this Lease shall
mean and refer to those elements of the Property outside of the
Building.


      
        
           


        

        
          -2-

          
            

          

        

        
           


        

      

       

      1.18      Operating
Expenses.

       

      a.      Triple Net
Lease.  Except as otherwise provided herein, all Rent (as that
term is defined under Section 5.2 of the Standard Lease Provisions) shall be
absolutely net to Landlord so that this Lease shall yield net to Landlord the
Rent to be paid each month during the Term of this
Lease.  Accordingly, and except as otherwise provided in this Lease,
all costs, expenses and obligations relating to the Premises which become due
during the Term of this Lease including, without limitation, all costs and
expenses of maintenance and repairs, insurance and taxes, shall be paid by
Tenant.  Nothing herein contained shall be deemed to require Tenant to
pay or discharge any liens or mortgages of any character whatsoever which may
exist or hereafter be placed upon the Premises by or as a result of the conduct
of anyone other than Tenant or any of Tenant's employees, agents, contractors or
subcontractors.

       

      b.      Operating
Expenses.  In addition to the Monthly Base Rent, Tenant shall
pay to Landlord Tenant's Percentage of Operating Expenses (which includes the
Building Percentage of all costs and expenses of operation and maintenance of
the Property Common Areas and the Site), in the manner and at the times set
forth in the following provisions of this Section 1.18.  "Operating Expenses" shall
consist of all costs and expenses of operation, maintenance and repair of the
Building and Building Common Areas as determined by standard accounting
practices and calculated assuming the Building is at least ninety-five percent
(95%) occupied, together with the Building Percentage of all costs and expenses
of operation and maintenance of the Property Common Areas and the Site as
determined by standard accounting practices and calculated assuming the Property
is at least ninety-five percent (95%) occupied.  Operating Expenses
include the following costs by way of illustration but not limitation: (i) any
and all assessments imposed with respect to the Building, Common Areas, and/or
Site pursuant to any covenants, conditions and restrictions affecting the
Property; (ii) costs, levies or assessments resulting from statutes or
regulations promulgated by any government authority in connection with the use
or occupancy of the Site, Building or the Premises (unless triggered by the
specific use or occupancy of another tenant or any alterations or improvements
made by another tenant); (iii) all costs of utilities serving the Common Areas
and  all Premises Utilities Costs and utilities costs for other
premises in the Building which are not separately metered which shall be billed
on a pro rata basis based upon the rentable square footage of all space leased
which share in the such utilities) (iv) all Taxes and Insurance Costs as defined
in the Standard Lease Provisions, (v) waste disposal; (vi) security, if any;
(vii) costs incurred in the management of the Site, Building and Common Areas,
including, without limitation: (1) supplies, materials, equipment and
tools, (2) wages, salaries, benefits, pension payments, fringe benefits,
(and payroll taxes, insurance and similar governmental charges related thereto)
of employees used in the operation and maintenance of the Site, Building and
Common Areas, (3) the rental of personal property used by Landlord's
personnel in the maintenance, repair and operation of the Property,
(4) accounting fees and (5) a management/administrative fee; (viii)
repair and maintenance of other portions of the Building other than such
portions as are maintained by Tenant, including the elevators (if any),
restrooms (if any), structural and non-structural portions of the Building, and
the plumbing, heating, ventilating, air-conditioning and electrical systems
installed or furnished by Landlord and not maintained by Tenant pursuant to
Section 8.2 of the Standard Provisions; (ix) maintenance, costs and upkeep of
all parking and Common Areas; (x) amortization on a straight-line basis over the
useful life together with interest at the Interest Rate (as defined in Section
1.13 of the Lease Summary) on the unamortized balance of all costs of a capital
nature (including, without limitation, capital improvements, capital
replacements, capital repairs, capital equipment and capital tools) that are:
(1) reasonably intended to produce a reduction in operating charges or
energy consumption; or (2) required after the date of this Lease under any
Law that was not applicable to the Building at the time it was originally
constructed; or (3) for repair or replacement of any equipment or
improvements needed to operate and/or maintain the Building, the Common Areas
and/or the Site at the same quality levels as prior to the repair or
replacement; (xi) costs and expenses of gardening and landscaping; (xii)
maintenance of signs (other than signs of tenants of the Site); (xiii) personal
property taxes levied on or attributable to personal property used in connection
with the Building, the Common Areas and/or the Site; and (xiv) costs and
expenses of repairs, resurfacing, repairing, maintenance, painting, lighting and
similar items, including appropriate reserves.  Landlord shall have
the right, from time to time, to equitably allocate some or all of the Operating
Expenses among different tenants and/or different buildings and/or difference
premises of the Property based upon differing levels of use, demand, risk or
other distinctions among such parties, premises or Buildings (the "Cost Pools").  Such
Cost Pools may include, for example, all office space tenants or
industrial/R&D space tenants in the Property and may be modified to take
into account the addition of any additional buildings within the
Property.  Accordingly, in the event of such allocations into Cost
Pools, Tenant's Percentage shall be appropriately adjusted to reflect such
allocation.  In addition, if Landlord does not furnish a particular
service or work (the cost of which, if furnished by Landlord would be included
in Operating Expenses) to a tenant (other than Tenant) that has undertaken to
perform such service or work in lieu of receiving it from Landlord, then such
tenant's percentage share of the costs of such service or work shall be excluded
for purposes of calculating Tenant's Percentage (and the percentage share of all
other tenants) as to the costs of such service or work which is included
Operating Expenses and performed by Landlord.


      
        
           


        

        
          -3-

          
            

          

        

        
           


        

      


       

      


       

      c.      Exclusions from Operating
Expenses.  Notwithstanding anything to the contrary contained
elsewhere in this Section 1.18, the following items shall be excluded from
Operating Expenses: (i) Costs of decorating, redecorating, or special cleaning
or other services provided to certain tenants and not provided on a regular
basis to all tenants of the Building; (ii) Any charge for depreciation of the
Building or equipment and any interest or other financing charge; (iii) All
costs relating to activities for the marketing, solicitation, negotiation and
execution of leases of space in the Building, including without limitation,
costs of tenant improvements; (iv) All costs for which Tenant or any other
tenant in the Building is being charged other than pursuant to the operating
expense clauses of leases for the Building; (v) The cost of correcting defects
in the construction of the Building or in the building equipment, except that
conditions (not occasioned by construction defects) resulting from ordinary wear
and tear will not be deemed defects for the purpose of this category; (vi) To
the extent Landlord is reimbursed by third parties, the cost of repair made by
Landlord because of the total or partial destruction of the Building or the
condemnation of a portion of the Building; (vii) The cost of any items for which
Landlord is reimbursed by insurance or otherwise compensated by parties other
than tenants of the Building pursuant to clauses similar to this paragraph;
(viii) Any operating expense representing an amount paid to a related
corporation, entity, or person which is in excess of the amount which would be
paid in the absence of such relationship; (ix) The cost of any work or service
performed for or facilities furnished to any tenant of the Building to a greater
extent or in a manner more favorable to such tenant than that performed for or
furnished to Tenant; (x) The cost of alterations of space in the Building leased
to other tenants; (xi) Ground rent or similar payments to a ground lessor; (xii)
Legal fees and related expenses incurred by Landlord (together with any damages
awarded against Landlord) due to the gross negligence or willful misconduct of
Landlord; (xiii) Costs arising from the presence of any Hazardous Materials
within, upon or beneath the Property that are not caused by Tenant or any Tenant
Parties; (xiv) Salaries and compensation of ownership and management personnel
to the extent that such persons provide services to properties other than the
Building; (xv) Costs of selling or financing or refinancing the Building; (xvi)
Leasing commissions, attorneys’ fees, costs, disbursements, and other expenses
incurred in connection with negotiations or disputes with tenants, or in
connection with leasing, renovating, or improving space for tenants or other
occupants or prospective tenants or other occupants of the Building; (xvii)
Costs of a capital nature, including but not limited to capital improvements and
alterations, capital repairs, capital equipment, and capital tools as determined
in accordance with generally accepted accounting principles, except as expressly
permitted by Section 1.18(b)(x) above; (xviii) Overhead profit increments paid
to Landlord’s subsidiaries or affiliates for management or other services on or
to the building or for supplies or other materials to the extent that the cost
of the services, supplies, or materials exceeds the cost that would have been
paid had the services, supplies, or materials been provided by unaffiliated
parties on a competitive basis; (xix) Costs of repairs and other work occasioned
by fire, windstorm, or other casualty of an insurable nature; (xx) Management
fees or costs to the extent they exceed management costs charged for similar
facilities in the area and in any event, to the extent they exceed 3% of gross
receipts; (xxi) insurance deductibles to the extent the same exceed twenty five
thousand dollars ($25,000.00).

       

      d.      Estimate Statement and Payment of
Tenant's Percentage of Operating Expenses.  By the first day of
April  of each calendar year during the Term, Landlord shall endeavor
to deliver to Tenant a statement ("Estimate Statement")
estimating the Tenant's Percentage of Operating Expenses for the current
calendar year.  If at any time during the Term, but not more often
than quarterly, Landlord reasonably determines that the estimated amount of
Tenant's Percentage of Operating Expenses payable by Tenant for the current
calendar year will be greater or less than the amount set forth in the then
current Estimate Statement, Landlord may issue a revised Estimate Statement and
Tenant agrees to pay Landlord, within ten (10) days after receipt of the revised
Estimate Statement, the difference between the amount owed by Tenant under such
revised Estimate Statement and the amount owed by Tenant under the original
Estimate Statement for the portion of the then current calendar year which has
expired.  Thereafter Tenant agrees to pay Tenant's Percentage of
Operating Expenses based on such revised Estimate Statement until Tenant
receives the next calendar year's Estimate Statement or a new revised Estimate
Statement for the current calendar year.  Tenant's Percentage of
Operating Expenses shown on the Estimate Statement (or revised Estimate
Statement, as applicable) shall be divided into twelve (12) equal monthly
installments, and Tenant shall pay to Landlord, concurrently with the regular
monthly Rent payment next due following the receipt of the Estimate Statement
(or revised Estimate Statement, as applicable), an amount equal to one (1)
monthly installment of such Tenant's Percentage of Operating Expenses multiplied
by the number of months from January in the calendar year in which such
statement is submitted to the month of such payment, both months inclusive (less
any amounts previously paid by Tenant with respect to any previously delivered
Estimate Statement or revised Estimate Statement for such calendar
year).  Subsequent installments shall be paid concurrently with the
regular monthly Rent payments for the balance of the calendar year and shall
continue until the next calendar year's Estimate Statement (or current calendar
year's revised Estimate Statement) is received.

       

      e.      Actual
Statement.  By the first day of June  of each
subsequent calendar year during the Term, Landlord shall endeavor to deliver to
Tenant a statement ("Actual
Statement") which states the Tenant's Percentage of actual Operating
Expenses payable by Tenant for the immediately preceding calendar
year.  If the Actual Statement reveals that the Tenant's Percentage of
actual Operating Expenses was more than the Tenant's Percentage of estimated
Operating Expenses paid by Tenant with respect to the preceding calendar year,
Tenant agrees to pay Landlord the difference in a lump sum within thirty (30)
days after receipt of the Actual Statement.  Such obligation will be a
continuing one which will survive the expiration or earlier termination of this
Lease.  If the Actual Statement reveals that the Tenant's Percentage
of actual Operating Expenses was less than the Operating Expenses paid by Tenant
with respect to the preceding calendar year, Landlord will credit any
overpayment toward the next monthly installment(s) of Rent due from Tenant or
returned to Tenant in a lump sum payment within thirty days following the end of
the Term.  Prior to the expiration or sooner termination of the Term
and Landlord's acceptance of Tenant's surrender of the Premises, Landlord will
have the right to estimate the Tenant's Percentage of actual Operating Expenses
for the then current calendar year and to collect from Tenant prior to Tenant's
surrender of the Premises, any excess of such Tenant's Percentage of actual
Operating Expenses over the Tenant's Percentage of estimated Operating Expenses
paid by Tenant in such calendar year.


      
        
           


        

        
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      f.      No Release.  Any
delay or failure by Landlord in delivering any Estimate Statement or Actual
Statement pursuant to this Section 1.18 shall not constitute a waiver of its
right to receive Tenant's payment of Tenant's Percentage of Operating Expenses,
nor shall it relieve Tenant of its obligations to pay Operating Expenses
pursuant to this Section 1.18, except that Tenant shall not be obligated to make
any payments based on such Estimate or Actual Statement until thirty (30) days
after receipt of such statement.  Notwithstanding the foregoing,
Landlord shall have no right to bill Tenant for any Operating Expenses
attributable to a given year after the date which is eighteen (18) months after
the end of such year.

       

      g.      Review.  Within one
hundred eighty (180) days after receiving Landlord’s Actual Statement, Tenant
may, upon advance written notice to Landlord and during reasonable business
hours, cause a review of Landlord’s books and records with respect to the
preceding calendar year only to determine the accuracy of Landlord’s Actual
Statement.  Landlord shall make all pertinent records available for
inspection that are reasonably necessary for Tenant to conduct its
review.  If any records are maintained at a location other than the
office of the Building, Tenant may either inspect the records at such other
location or pay for the reasonable cost of copying and shipping the
records.  If Tenant retains an agent, at Tenant’s sole cost and
expense, to review Landlord’s records, the agent shall be an independent
accountant of national or regional standing which is reasonably acceptable to
Landlord, is not compensated on a contingency basis and is also subject to a
confidentiality agreement.  Within ninety (90) days after the records
are made available to Tenant, Tenant shall have the right to give Landlord
written notice (an "Objection
Notice") stating in reasonable detail any objection to the Actual
Statement of Operating Expenses for that year.  If Tenant provides Landlord
with a timely Objection Notice, Landlord and Tenant shall work together in good
faith to resolve any issues raised in Tenant’s Objection Notice.  If
Tenant fails to provide Landlord with a timely Objection Notice, Landlord’s
Actual Statement shall be deemed final and binding, and Tenant shall have no
further right to review or object to such statement.  If Landlord and
Tenant determine that Operating Expenses for the calendar year are less than
reported, Landlord shall provide Tenant with a credit against the next
installment of Rent in the amount of the overpayment by Tenant or returned to
Tenant in a lump sum payment within thirty days following the end of the
Term.  Likewise, if Landlord and Tenant determine that Operating
Expenses for the calendar year are greater than reported, Tenant shall pay
Landlord the amount of any underpayment within thirty (30) days after such
determination.  The records obtained by Tenant shall be treated as
confidential.  In no event shall Tenant be permitted to review
Landlord’s records or to dispute any statement of Operating Expenses unless
Tenant has paid and continues to pay all Rent when due.

       

      1.19      Utilities and
Services.

       

      a.      Utilities and
Services.  As used in this Lease, "Premises Utilities Costs"
shall mean all actual charges for utilities for the Premises of any kind,
including but not limited to water, sewer and electricity, telecommunications
and cable service, and the costs of heating, ventilating and air conditioning
and other utilities as well as related fees, assessments and
surcharges.  Tenant shall be charged Premises Utilities Costs as part
of Operating Expenses on a monthly basis based on Tenant's Percentage of
utilities costs for the Building.  Tenant shall reimburse Landlord
within ten (10) days after billing for fixture charges and/or water tariffs, if
applicable, which are charged to Landlord by local utility
companies.  Landlord will notify Tenant of this charge as soon as it
becomes known.  This charge will increase or decrease with current
charges being levied against Landlord, the Premises or the Building by the local
utility company, and will be due as Additional Rent.  In no event
shall Landlord, except for its gross negligence, be liable for any interruption
or failure in the supply of any such utility or other services to
Tenant.  In no event shall any Rent owed Landlord under this Lease be
abated by reason of the failure to furnish, delay in furnishing, unavailability
or diminution in quality or quantity of any such utility or other services or
interference with Tenant’s business operations as a result of any such
occurrence; nor shall any such occurrence constitute an actual or constructive
eviction of Tenant or a breach of an implied warranty by
Landlord.  Notwithstanding anything in this Lease to the contrary, if
(i) any interruption or cessation of utilities or services results from
Landlord’s breach of this Lease or the negligence or willful misconduct of
Landlord, or its employees, agents and contractors, or (ii) any such
interruption is covered by any rent loss insurance maintained by Landlord, then
if the Premises are not usable by Tenant for the conduct of Tenant’s business as
a result such interruption, Base Rent and applicable Operating Expenses not
actually incurred up to that point by Tenant shall be abated for the period that
commences three (3) business days after the date Tenant gives to Landlord notice
of such interruption until such utilities and services are
restored.

       

      b.      Maintenance/Janitorial/Service
Contracts.  To
the extent Landlord does not perform HVAC maintenance, then Tenant shall, at its sole cost and
expense, enter into a regularly scheduled preventive maintenance/service
contract with a maintenance contractor to service all hot water, heating and air
conditioning systems and equipment ("HVAC") within the Premises, or which serve
the Premises exclusively, including, without limitation, any rooftop package,
HVAC units, distribution lines and internal venting
systems.  All
cleaning and janitorial services, including regular removal of trash and debris,
for the Premises shall be performed and obtained, at Tenant's sole cost and
expense, exclusively by or through Tenant or Tenant's janitorial
contractors.  The maintenance contractor and
janitorial contractor and the contracts for same must be approved in writing by
Landlord in advance.  All maintenance/service contracts shall include
all services recommended by the equipment manufacturer within the
operation/maintenance manual and shall become effective (and a copy thereof
delivered to Landlord) within thirty (30) days following the date Tenant takes
possession of the Premises.  Landlord reserves the right, upon
notice to Tenant, to procure and maintain any or all of such service contracts,
and if Landlord so elects, Tenant shall reimburse Landlord, as Additional Rent,
upon demand, for the cost therefor.  Notwithstanding anything to the
contrary contained
in this Lease, Tenant’s
obligation to repair or maintain and HVAC shall not include the making of any
capital repairs, replacements, renewals or improvements to such HVAC systems
unless, and to the extent, required due to Tenant’s negligence or willful
misconduct, and any such capital items shall be performed by Landlord in
accordance with Paragraph 1.19(d) below.


      
        
           


        

        
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      c.      Tenant's
Obligations.  Tenant shall reasonably cooperate at all times
with Landlord, and abide by all reasonable regulations and requirements which
Landlord may prescribe for the proper functioning and protection of the
Building's services and systems.  Subject to Article 13, Tenant shall
not connect any conduit, pipe, apparatus or other device to the Building's
water, waste or other supply lines or systems for any
purpose.  Neither Tenant nor its employees, agents, contractors,
licensees or invitees shall at any time enter, adjust, tamper with, touch or
otherwise in any manner affect the mechanical installations or facilities of the
Building.

       

      d.      Landlord's
Obligations.  In addition to any repair obligations of Landlord
set forth elsewhere in this Lease, Landlord, at Landlord’s cost, shall repair,
maintain in good condition, including replacements as necessary, the foundation
and structural elements of the Building (including structural load bearing walls
and roof structure), the Common Areas, the roof membrane, exterior walls,
exterior of windows, window sashes, casements and frames, exterior plate glass,
and utility meters, electrical lines, pipes and conduits serving the Building
and the Premises; provided, however, to the extent such maintenance, repairs or
replacements are required as a result of any act, neglect, fault or omission of
Tenant or any of Tenant’s Parties, Tenant shall pay to Landlord, as Additional
Rent, the costs of such maintenance, repairs and replacements.

       

      1.20     Additional Hazardous Materials
Requirements.  In addition to Tenant's obligations under
Article 10 of the Standard Provisions, Tenant shall comply with the following
provisions with respect to Hazardous Materials (as that term is defined in
Article 10).

       

      a.      Environmental Questionnaire;
Disclosure.  Prior to the execution of this Lease, Tenant shall
complete, execute and deliver to Landlord an Environmental Questionnaire and
Disclosure Statement (the "Environmental Questionnaire")
in the form of Exhibit G, and
Tenant shall certify to Landlord all information contained in the Environmental
Questionnaire as true and correct to the best of Tenant's knowledge and
belief.  The completed Environmental Questionnaire shall be deemed
incorporated into this Lease for all purposes, and Landlord shall be entitled to
rely fully on the information contained therein.  On each anniversary
of the Commencement Date (each such date is hereinafter referred to as a "Disclosure Date"), until and
including the first Disclosure Date occurring after the expiration or sooner
termination of this Lease, Tenant shall disclose to Landlord in writing the
names and amounts of all Hazardous Materials, or any combination thereof, that
were stored, generated, used or disposed of on, under or about the Premises for
the twelve (12) month period prior to each Disclosure Date, and that Tenant
intends to store, generate, use or dispose of on, under or about the Premises
through the next Disclosure Date.  At Landlord's request, Tenant's
disclosure obligations under this Section 1.20 shall include a requirement
that Tenant update, execute and deliver to Landlord the Environmental
Questionnaire, as the same may be reasonably modified by Landlord from time to
time; provided, however, Tenant shall not be required to update the
Environmental Questionnaire more than once per year unless an environmental
event of default has occurred or Tenant has materially changed its
business.  In addition to the foregoing, Tenant shall promptly notify
Landlord of, and shall promptly provide Landlord with true, correct, complete
and legible copies of, all of the following environmental items relating to the
Premises:  reports filed pursuant to any self reporting requirements;
reports filed pursuant to any Environmental Laws or this Lease; all permit
applications, permits, monitoring reports, workplace exposure and community
exposure warnings or notices, and all other reports, disclosures, plans or
documents (even those that may be characterized as confidential) relating to
water discharges, air pollution, waste generation or disposal, underground
storage tanks or Hazardous Materials; all orders, reports, notices, listings and
correspondence (even those that may be considered confidential) of or concerning
the release, investigation, compliance, clean up, remedial and corrective
actions, and abatement of Hazardous Materials whether or not required by
Environmental Laws; and all complaints, pleadings and other legal documents
filed against Tenant related to Tenant's use, handling, storage or disposal of
Hazardous Materials.

       

      b.      Inspection;
Compliance.  Following no less than 24 hours prior written
notice (or without notice in case of emergency) and subject to Tenant’s
reasonable security requirements, Landlord and Landlord Parties (as that term is
defined in Article 10) shall have the right, but not the obligation, to inspect,
investigate, sample and/or monitor the Premises, including any air, soil, water,
groundwater or other sampling, and any other testing, digging, drilling or
analyses, at any time to determine whether Tenant is complying with the terms of
this Section 1.20 and Article 10, and in connection therewith, Tenant shall
provide Landlord with access to all relevant facilities, records and
personnel.  If Tenant is not in compliance with any of the provisions
of this Section 1.20 and Article 10, or in the event of a release of any
Hazardous Material on, under, from or about the Premises, Landlord and Landlord
Parties shall have the right, but not the obligation, without limitation on any
of Landlord's other rights and remedies under this Lease, to immediately enter
upon the Premises and to discharge Tenant's obligations under this Section 1.20
and Article 10 at Tenant's expense, including without limitation the taking of
emergency or long term remedial action.  Landlord and Landlord Parties
shall endeavor to minimize interference with Tenant's business but shall not be
liable for any such interference.  In addition, Landlord, at Tenant's
sole cost and expense, shall have the right, but not the obligation, to join and
participate in any legal proceedings or actions initiated in connection with any
claims or causes of action caused by the storage, generation, use or disposal by
Tenant or Tenant's Parties of Hazardous Materials on, under, from or about the
Premises.  All sums reasonably disbursed, deposited or incurred by
Landlord in connection therewith, including, but not limited to, all costs,
expenses and actual attorneys' fees, shall be due and payable by Tenant to
Landlord, as an item of Additional Rent, on demand by Landlord, together with
interest thereon at the Interest Rate from the date of such demand until paid by
Tenant.  Landlord agrees that unless any testing proves that the
Tenant or Tenant's Parties have responsibility for the presence of said
Hazardous Materials, Tenant shall not be liable for any costs or expenses in
connection with such inspection, testing and monitoring.


      
        
           


        

        
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      c.      Tenant
Obligations.  If the presence of any Hazardous Materials on,
under or about the Premises caused by Tenant or Tenant's Parties results in
(i) injury to any person, (ii) injury to or contamination of the
Premises, or (iii) injury to or contamination of any real or personal
property wherever situated, Tenant, at its sole cost and expense, shall promptly
take all actions necessary to return the Premises to a condition which complies
with all Environmental Laws and to remedy or repair any such injury or
contamination.  Without limiting any other rights or remedies of
Landlord under this Lease, Tenant shall pay the cost of any cleanup work
performed on, under or about the Premises as required by this Lease or any
Environmental Laws in connection with the removal, disposal, neutralization or
other treatment of such Hazardous Materials caused by Tenant or Tenant's
Parties.  If Landlord has a reasonable basis to believe that Tenant or
Tenant's Parties have caused the release of a Hazardous Material on, under, from
or about the Premises, then Landlord may require Tenant, at Tenant's sole cost
and expense, to conduct monitoring activities on or about the Premises
reasonably satisfactory to Landlord concerning such suspected release of
Hazardous Materials on, under, from or about the
Premises.  Notwithstanding anything to the contrary contained in the
foregoing, Tenant shall not, without Landlord's prior written consent, take any
remedial action in response to the presence of any Hazardous Materials on, under
or about the Premises in violation of Environmental Laws, or enter into any
settlement agreement, consent decree or other compromise with any governmental
agency with respect to any Hazardous Materials claims; provided, however,
Landlord's prior written consent shall not be necessary in the event that the
presence of Hazardous Materials on, under or about the Premises (i) poses
an immediate threat to the health, safety or welfare of any individual, or
(ii) is of such a nature that an immediate remedial response is necessary
and it is not possible to obtain Landlord's consent before taking such
action.  Tenant's failure to timely comply with this Section 1.20
shall constitute an event of default under this Lease.

       

      d.      Tenant's Responsibility at Conclusion
of Lease.  Promptly upon the expiration or sooner termination
of this Lease, Tenant shall represent to Landlord in writing that Tenant has
made a diligent effort to determine whether any Hazardous Materials are on,
under or about the Premises, as a result of any acts or omissions of Tenant or
Tenant's Parties.  If Landlord at any time discovers that Tenant or
Tenant's Parties caused the release of a Hazardous Material on, under, from or
about the Premises, Tenant shall, at Landlord's request, immediately prepare and
submit to Landlord within thirty (30) days after such request a comprehensive
plan, subject to Landlord's approval, specifying the actions to be taken by
Tenant to return the Premises to the condition as required by applicable
Environmental Laws.  Upon Landlord's approval of such clean up plan,
Tenant shall, at Tenant's sole cost and expense, without limitation on any
rights and remedies of Landlord under this Lease or at law or in equity,
immediately implement such plan and proceed to clean up such Hazardous Materials
in accordance with all Environmental Laws and as required by such plan and this
Lease.

       

      1.21     Emergency Power
Generator.  Tenant shall have the right to operate and utilize
as needed, on a non-exclusive basis together with other tenants of the Building,
at the sole cost and expense of Tenant and any such other tenants (on a prorate
basis) including costs of fuel replacement (except as provided herein), the
existing back-up generator and above-ground storage tank associated with the
generator (collectively including the tank and related equipment, the "Generator") on the Site in the
area shown on the Site Plan attached hereto as Exhibit
"B".  Notwithstanding the foregoing, in no event may the use and
operation of the Generator involve the installation or use of an underground
storage tank.  Landlord hereby represents and warrants that as of the
date Tenant takes possession of the Premises and assumes responsibility for the
Generator that the Generator is in good working order and in compliance with all
applicable Laws, including applicable Environmental Laws.  Subject to
such representation and warranty of Landlord, (i) Tenant shall be solely
responsible for complying with any and all applicable Laws, including all
Environmental Laws relating to the Generator and all Hazardous Materials
associated with the Generator, including, without limitation, all permitting and
tank monitoring and use obligations,  (ii) for purposes of all
Environmental Laws, Tenant shall be deemed the owner and operator of the
Generator, (iii) Tenant shall be responsible for periodically starting and
testing the proper functioning of the Generator as recommended by the
manufacturer, (iv) Tenant shall be responsible for all repair and maintenance of
the Generator to keep it in good operating condition and in compliance with all
applicable laws and regulations including applicable Environmental Laws, and (v)
Landlord shall have no liability to Tenant as to the operation, suitability or
use of the Generator or for any failure of the Generator to function properly
should Tenant require use of the Generator for any reason and Tenant hereby
releases and agrees to hold Landlord harmless from any and all such
liability.  Notwithstanding the foregoing, Tenant’s obligation to
repair or maintain the Generator shall not include the making of any capital
repairs, replacements, renewals or improvements unless, and to the extent,
required due to Tenant’s negligence or willful misconduct.

       

      1.22      Personal Property. During the Term, Tenant
may, at no additional charge, use the following furniture, fixtures and
equipment now located in the Premises (collectively, the "Personal Property"):
laboratory benches, casework, fume hoods, and laminar flow hoods and all office
and cubicle furniture.  Tenant shall maintain the Personal Property in
good condition and repair (ordinary wear and tear excepted), shall not alter
and/or remove the Personal Property from the Premises, and, if any item of the
Personal Property is damaged, Tenant shall repair or replace (with a comparable
replacement) such item.  Landlord represents and warrants that it
holds legal title to the Personal Property, and the Personal Property shall
remain the property of Landlord and shall by surrendered to Landlord upon the
expiration or earlier termination of this Lease in substantially the same
condition as it was delivered to Tenant by Landlord, ordinary wear and tear
excepted.  Except as expressly set forth herein, Tenant acknowledges
that Landlord has made no representation or warranty (express or implied)
regarding the quantity, quality, suitability and/or condition of the Personal
Property or the suitability of the Personal Property for Tenant's
use.


      
        
           


        

        
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      1.23      Monument
Sign.  Tenant shall also have the non-exclusive right, at
Tenant's sole cost and expense, to have the name "Wafergen" placed (1) on one
sign panel on the monument sign for the Project located on Paseo Padre
("Monument Sign").  The location of Tenant's panel on the Monument
Sign will be determined by Landlord.  Tenant shall be solely
responsible for payment of all costs and expenses related to Tenant's panel on
the Monument Sign, including, without limitation, all design, fabrication and
permitting costs, license fees, installation, maintenance, repair and removal
costs.  Landlord shall maintain and repair Tenant's sign panel at
Tenant's expense.  Upon the expiration or earlier termination of this
Lease, Landlord shall, at Tenant's sole cost and expense (except as otherwise
set forth hereinabove), (i) cause Tenant's sign to be removed from the Monument
Sign, (ii) repair any damage caused by the removal of Tenant's sign, and (iii)
restore the underlying surfaces to the condition existing prior to the
installation of Tenant's sign.  The Monument Sign rights granted
herein are personal to the original Tenant executing this Lease and may not be
assigned, voluntarily or involuntarily, to any person or entity.  The
rights granted to the original Tenant hereunder are not assignable separate and
apart from the Lease, nor may any right granted herein be separated from the
Lease in any manner, either by reservation or otherwise.

       

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PAGE INTENTIONALLY BLANK]


      
        
           


        

        
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      STANDARD LEASE
PROVISIONS

       

      ARTICLE 2 -
LEASE

       

      2.1        Lease Elements; Definitions;
Exhibits.  The Lease is comprised of the Lease Summary and
Property Specific Provisions (the "Summary"), these Standard
Lease Provisions ("Standard
Provisions") and all exhibits, and riders attached hereto (collectively,
"Exhibits"), all of
which are incorporated together as part of one and the same
instrument.  All references in any such documents and instruments to
"Lease" means the Summary, these Standard Provisions and all Exhibits attached
hereto.  All terms used in this Lease shall have the meanings ascribed
to such terms in the Summary, these Standard Provisions and any
Exhibits.  To the extent of any inconsistency between the terms and
conditions of the Summary, these Standard Provisions, or any Exhibits attached
hereto, the Summary and any Exhibits attached hereto shall control over these
Standard Provisions.

       

      ARTICLE 3 -
PREMISES

       

      3.1        Lease of Premises. Landlord hereby leases
to Tenant, and Tenant hereby leases from Landlord, the Premises, upon and
subject to, the terms, covenants and conditions of this Lease.  Each
party covenants and agrees, as a material part of the consideration for this
Lease, to keep and perform their respective obligations under this
Lease.

       

      3.2        Landlord's Reserved
Rights.  Landlord reserves the right from time to time to do
any of the following: (a) expand the Building and construct or alter other
buildings or improvements on the Property as long as Tenant's parking ratio is
not substantially and adversely impacted; (b) make any changes, additions,
improvements, maintenance, repairs or replacements in or to the Property, Common
Areas and/or the Building (including the Premises if required to do so by any
applicable Laws or to the extent necessary in conjunction with any improvements
to the Property, Common Areas and/or the Building, provided that Tenant's use
of, or access to, the Premises is not materially and adversely affected), and
the fixtures and equipment thereof, including, without limitation:
(i) maintenance, replacement and relocation of pipes, ducts, conduits,
wires and meters and equipment above the ceiling surfaces, below the floor
surfaces and within the walls of the Building and the Premises; and
(ii) changes in the location, size, shape and number of driveways,
entrances, stairways, elevators, loading and unloading areas, ingress, egress,
direction of traffic, landscaped areas and walkways, easements, parking spaces
and parking areas as long as Tenant's parking ratio is not substantially and
adversely impacted; (c) close temporarily any of the Property while engaged in
making repairs, improvements or alterations to the Property; and (d) perform
such other acts and make such other changes with respect to the Property, as
Landlord may, in the exercise of good faith business judgment, deem to be
appropriate.  Landlord’s right pursuant to this Section 3.2 shall be
subject to the conditions that (i) the exercise of any of such rights shall not
unreasonably interfere with Tenant’s use of or acess to the Premises, or
decrease the number of Tenant’s parking spaces, (ii) Landlord shall provide
reasonable prior notice to Tenant before exercising any such rights which may
interfere with Tenant’s business, and (iii) Landlord shall use its best efforts
to minimize to the extent possible any interference with Tenant’s business,
including without limitation, scheduling such work after business hours or on
weekends to the extent reasonably feasible and economical.

       

      ARTICLE 4 - TERM AND
POSSESSION

       

      4.1        Term; Notice of Lease
Dates.  The Term shall be for the period designated in the
Summary commencing on the Commencement Date and ending on the Expiration Date,
unless the Term is sooner terminated or extended as provided in this
Lease.  If the Commencement Date falls on any day other than the first
day of a calendar month then the Term will be measured from the first day of the
month following the month in which the Commencement Date
occurs.  Within ten (10) days after Landlord's written request, Tenant
shall execute a written confirmation of the Commencement Date and Expiration
Date of the Term in the form of the Notice of Lease Term Dates attached hereto
as Exhibit
D.  The Notice of Lease Term Dates shall be binding upon Tenant
unless Tenant reasonably objects thereto in writing within such ten (10) day
period.

       

      4.2        Possession.  Landlord
shall deliver possession of the Premises to Tenant as provided in the Work
Letter, or if no Work Letter is attached hereto, Landlord shall deliver
possession of the Premises to Tenant in its then as-is condition, subject to the
provisions of Section 4.3 below.  Tenant agrees that if Landlord is
unable to deliver possession of the Premises to Tenant on or prior to the
Commencement Date or the Estimated Commencement Date, the Lease will not be void
or voidable, nor will Landlord be liable to Tenant for any loss or damage
resulting therefrom.  Notwithstanding the foregoing, Landlord will not
be obligated to deliver possession of the Premises to Tenant until Landlord has
received from Tenant all of the following:  (i) a copy of this
Lease fully executed by Tenant; (ii) any Security Deposit, Guaranty and/or
Letter of Credit required hereunder and the installment of Monthly Base Rent and
Additional Rent (applicable to the seventh [7th] full
month of the initial Term), due under this Lease; and (iii) copies of
Tenant's insurance certificates as required hereunder.


      
        
           


        

        
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      4.3        Condition of
Premises.  Landlord shall deliver the Premises to Tenant in
broom-clean condition and free of debris, with the existing Building-standard
electrical, plumbing, and HVAC systems (collectively, the "Operating Systems") in good
operating condition as of the Turnover Date (as defined in the Work Letter
attached hereto as Exhibit
C).  If one of such Operating Systems or elements should
malfunction or fail within the warranty period below, as Tenant's sole remedy
for Landlord's breach of this warranty, Landlord shall, as Landlord's sole
obligation, promptly after receipt of written notice from Tenant setting forth
with specificity the nature and extent of such non-compliance, malfunction or
failure, repair or replace the same, if necessary, at Landlord's expense;
provided, however, Landlord shall have no liability hereunder for repairs or
replacements necessitated by the acts or omissions of Tenant and/or any of
Tenant's Parties.  The warranty period shall be thirty (30) days after
Lease Commencement of the Premises .  If Tenant does not give Landlord
the required notice within said warranty period, repair of the Operating Systems
which exclusively service the Premises shall be the obligation of Tenant at
Tenant's sole cost and expense.  Tenant acknowledges that, except as
otherwise expressly set forth in this Lease, (i) neither Landlord nor any agent
of Landlord has made any representation or warranty with respect to the
Premises, the Building or the Property or their condition, or with respect to
the suitability thereof for the conduct of Tenant's business, and Tenant shall
accept the Premises in its then as-is condition on delivery by Landlord, and
(ii) the acceptance of possession of the Premises by Tenant shall establish that
the Premises, the Building and the Property were at such time complete and in
good, sanitary and satisfactory condition and repair with all work required to
be performed by Landlord, if any, completed and without any obligation on
Landlord's part to make any further alterations, upgrades or improvements
thereto

       

      ARTICLE 5 -
RENT

       

      5.1        Monthly Base
Rent.  Tenant agrees to pay Landlord, the Monthly Base Rent as
designated in the Summary.  Monthly Base Rent and recurring monthly
charges of Additional Rent (defined below) shall be paid by Tenant in advance on
the first day of each and every calendar month ("Due Date") during the Term,
except that the Monthly Base Rent and Additional Rent applicable to the seventh
[7th] full
month of the initial Term shall be paid upon Tenant's execution and delivery of
this Lease to Landlord.  Monthly Base Rent for any partial month shall
be prorated in the proportion that the number of days this Lease is in effect
during such month bears to the actual number of days in such month.

       

      5.2        Additional
Rent.  All amounts and charges payable by Tenant under this
Lease in addition to Monthly Base Rent, if any, including, without limitation,
payments for Operating Expenses, Taxes, Insurance Costs and Premises Utilities
Costs to the extent payable by Tenant under this Lease shall be considered
"Additional Rent", and
the word "Rent" in this
Lease shall include Monthly Base Rent all such Additional Rent unless the
context specifically states or clearly implies that only Monthly Base Rent is
referenced.  Rent shall be paid to Landlord, without any prior notice
or demand therefor and without any notice, deduction or offset, in lawful money
of the United States of America.

       

      5.3        Late Charges & Interest
Rate: If
Landlord does not receive Rent or any other payment due from Tenant within five
(5) days following the Due Date, Tenant shall pay to Landlord a late charge
equal to five percent (5%) of such past due Rent or other payment; provided,
however, that Tenant shall be entitled to one notice of late payment and a
five (5) day cure period in each calendar year before any such late charge
accrues.  Tenant agrees that this late charge represents a fair and
reasonable estimate of the cost Landlord will incur by reason of Tenant’s late
payment.  Accepting any late charge shall not constitute a waiver by
Landlord of Tenant’s default with respect to any overdue amount nor prevent
Landlord from exercising any other rights or remedies available to
Landlord.  If any installment of Monthly Base Rent or Additional Rent,
or any other amount payable by Tenant hereunder is not received by Landlord by
the Due Date, it shall bear interest at the Interest Rate set forth in the
Summary from the Due Date until paid.  All interest, and any late
charges imposed pursuant to this Section 5.3, shall be considered Additional
Rent due from Tenant to Landlord under the terms of this Lease.

       

      5.4        Rental Tax.  In
addition to Rent and other charges to be paid by Tenant under this Lease, Tenant
shall reimburse to Landlord, simultaneously therewith, a sum equal to the
aggregate of any municipal, county, state and/or federal excise, rent, sales,
use or transaction privilege taxes now or hereafter legally levied or imposed
against, or on account of, any or all amounts payable under this Lease by Tenant
or the receipt thereof by Landlord, and any taxes assessed or imposed in lieu of
or in substitution of any of the foregoing taxes.  The taxes payable
by Tenant hereunder are not included within and shall not be duplicated in the
Taxes described in Section 7.3 below (which Taxes are included in Operating
Expenses).  Notwithstanding the foregoing, in no event shall Tenant
have any liability for any inheritance or estate taxes imposed upon or assessed
against the interest of Landlord, gift taxes, excess profit taxes, franchise
taxes, or similar taxes on Landlord's business or any other taxes computed upon
the basis of the net income of Landlord.

       

      ARTICLE 6 - SECURITY
DEPOSIT

       

      Concurrently
with Tenant’s execution and delivery of this Lease to Landlord, Tenant shall
deposit with Landlord the Security Deposit, if any, designated in the
Summary.  The Security Deposit shall be held by Landlord as security
for the full and faithful performance by Tenant of all of the terms, covenants
and conditions of this Lease to be performed by Tenant during the
Term.  If Tenant defaults with respect to any of its obligations under
this Lease, Landlord may (but shall not be required to) use, apply or retain all
or any part of the Security Deposit for the payment of any Monthly Base Rent,
Additional Rent or any other sum in default, or for the payment of any other
amount, loss or damage which Landlord may spend, incur or suffer by reason of
Tenant's default.  If any portion of the Security Deposit is so used
or applied, Tenant shall, within ten (10) days after demand therefor, deposit
cash with Landlord in an amount sufficient to restore the Security Deposit to
its original amount.  Landlord shall not be required to keep the
Security Deposit separate from its general funds, and Tenant shall not be
entitled to interest on the Security Deposit.  Provided Tenant is not
then in default, the Security Deposit or any balance thereof shall be returned
to Tenant within thirty (30) days following the expiration of the Term, provided
that Landlord may retain the Security Deposit until such time as any amount then
due from Tenant in accordance with this Lease has been determined and paid in
full.  If Landlord sells its interest in the Building during the Term
and if Landlord deposits with or credits to the purchaser the Security Deposit
(or balance thereof), then, upon such sale, Landlord shall be discharged from
any further liability with respect to the Security Deposit.  Tenant
hereby waives the provisions of Section 1950.7 of the California Civil Code and
agrees that the provisions of this Article 6 shall govern the treatment of
Tenant's Security Deposit in all respects for this Lease.


      
        
           


        

        
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      ARTICLE 7 - OPERATING
EXPENSES/UTILITIES/SERVICES

       

      7.1        Operating
Expenses.  Tenant shall pay for or contribute to the costs of
operation, maintenance, repair and replacement of the Premises, Building and
Property as provided in the Summary.

       

      7.2        Utilities and
Services.  Utilities and services to the Premises and the
Property are described in the Summary.

       

      7.3        Taxes.  As used in
this Lease, the term "Taxes" means: All real
property taxes and assessments, possessory interest taxes, sales taxes, personal
property taxes, business or license taxes or fees, gross receipts taxes, license
or use fees, excises, transit charges, and other impositions of any kind
(including fees "in-lieu" or in substitution of any such tax or assessment)
which are now or hereafter assessed, levied, charged or imposed by any public
authority upon the Building, Site, Property and/or Premises or any portion
thereof, its operations or the Rent derived therefrom (or any portion or
component thereof, or the ownership, operation, or transfer thereof), and any
and all costs and expenses (including, without limitation, reasonable attorneys'
fees) incurred in attempting to protest, reduce or minimize the
same.  Taxes shall not include inheritance or estate taxes imposed
upon or assessed against the interest of Landlord, gift taxes, excess profit
taxes, franchise taxes, or similar taxes on Landlord's business or any other
taxes computed upon the basis of the net income of Landlord.  If it
shall not be lawful for Tenant to reimburse Landlord for any such Taxes, the
Monthly Base Rent payable to Landlord under this Lease shall be revised to net
Landlord the same net rent after imposition of any such Taxes by Landlord as
would have been payable to Landlord prior to the payment of any such
Taxes.  Tenant shall pay for or contribute to Taxes as part of
Operating Expenses as provided in the Summary.  Notwithstanding
anything herein to the contrary, Tenant shall be liable for all taxes levied or
assessed against personal property, furniture, fixtures, above-standard Tenant
Improvements and alterations, additions or improvements placed by or for Tenant
in the Premises.  Furthermore, Tenant shall pay prior to delinquency
any (i) rent tax or sales tax, service tax, transfer tax or value added tax, or
any other applicable tax on the rent or services provided herein or otherwise
respecting this Lease, (ii) taxes assessed upon or with respect to the
possession, leasing, operation, management, maintenance, alteration, repair, use
or occupancy by Tenant of the Premises or any portion of the Property; or (iii)
taxes assessed upon this transaction or any document to which Tenant is a party
creating or transferring an interest or an estate in the Premises.

       

      7.4        Insurance Costs.  As
used in this Lease, "Insurance
Costs" means the cost of insurance obtained by Landlord pursuant to
Article 15 (including commercially reasonable deductibles, if
any).   Tenant shall pay for or contribute to Insurance Costs as
part of Operating Expenses subject to and in accordance with the provisions in
the Summary.

       

      7.5        Interruption of
Utilities.  Landlord shall have no liability to Tenant for any
interruption in utilities or services to be provided to the Premises when such
failure is caused by all or any of the following: (a) accident, breakage or
repairs; (b) strikes, lockouts or other labor disturbances or labor
disputes of any such character; (c) governmental regulation, moratorium or
other governmental action; (d) inability, despite the exercise of
reasonable diligence, to obtain electricity, water or fuel; (e) service
interruptions or any other unavailability of utilities resulting from causes
beyond Landlord's control including without limitation, any electrical power
"brown-out" or "black-out"; or (f) any other cause beyond Landlord's
reasonable control.  Except as expressly set forth in this Lease
(including as provided in Articles 17 and 18 if such failure is a result of any
casualty damage or taking described therein), in the event of any such
interruption in utilities or services, Tenant shall not be entitled to any
abatement or reduction of Rent, no eviction of Tenant shall result, and Tenant
shall not be relieved from the performance of any covenant or agreement in this
Lease.  In the event of any stoppage or interruption of services or
utilities which are not obtained directly by Tenant, Landlord shall diligently
attempt to resume such services or utilities as promptly as
practicable.  Tenant hereby waives the provisions of any applicable
existing or future Law, ordinance or governmental regulation permitting the
termination of this Lease due to an interruption, failure or inability to
provide any services (including, without limitation, to the extent the Premises
are located in California, the provisions of California Civil Code Section
1932(1)).

       

      ARTICLE 8 - MAINTENANCE AND
REPAIR

       

      8.1        Landlord's Repair
Obligations.  Except as otherwise expressly provided in this
Lease, Landlord shall have no obligation to alter, remodel, improve, repair,
renovate, redecorate or paint all or any part of the Premises.  Except
as otherwise stated in the Summary, Tenant waives the right to make repairs at
Landlord's expense under any applicable Laws (including, without limitation, to
the extent the Premises are located in California, the provisions of California
Civil Code Sections 1941 and 1942 and any successor statutes or laws of a
similar nature).  All other repair and maintenance of the Premises,
Building and Property to be performed by Landlord, if any, shall be as provided
in the Summary.

       

      8.2        Tenant's Repair
Obligations.  Except for Landlord's obligations specifically
set forth elsewhere in this Lease and in Section 8.1 and 1.19(d) above and in
the Summary, Tenant shall at all times and at Tenant's sole cost and expense,
keep, maintain, clean, repair, preserve and replace, as necessary, the interior
of the Premises and all parts thereof including, without limitation, all Tenant
Improvements, Alterations, and all furniture, fixtures and equipment, including,
without limitation, all computer, telephone and data cabling and equipment,
Tenant's signs, if any, door locks, closing devices, security devices, interior
of windows, window sashes, casements and frames, floors and floor coverings,
shelving, kitchen, restroom facilities and/or appliances of any kind located
within the Premises, if any, custom lighting, and any additions and other
property located within the Premises, so as to keep all of the foregoing
elements of the Premises in good condition and repair, reasonable wear and tear
and casualty damage excepted.  Tenant shall replace, at its expense,
any and all interior glass in and about the Premises which is damaged or broken
from any cause whatsoever except due to the negligence or willful misconduct of
Landlord, its agents or employees.  Such maintenance and repairs shall
be performed with due diligence, lien-free and in a first-class and workmanlike
manner, by licensed contractor(s) that are selected by Tenant and approved by
Landlord, which approval Landlord shall not unreasonably withhold or
delay.  All other repair and maintenance of the Premises, Building and
Property to be performed by Tenant, if any, shall be as provided in the
Summary.  If Tenant refuses or neglects to repair and maintain the
Premises properly as required hereunder to the reasonable satisfaction of
Landlord, then at any time following ten (10) days from the date on which
Landlord makes a written demand on Tenant to effect such repair and maintenance,
Landlord may enter upon the Premises and make such repairs and/or maintenance,
and upon completion thereof, Tenant agrees to pay to Landlord as Additional
Rent, Landlord's costs for making such repairs plus an amount not to exceed two
percent (2%) of such costs for overhead, within ten (10) days after receipt from
Landlord of a written itemized bill therefor.  Any amounts not
reimbursed by Tenant within such ten (10) day period will bear interest at the
Interest Rate until paid by Tenant.


      
        
           


        

        
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      ARTICLE 9 -
USE

       

      Tenant
shall procure, at its sole cost and expense, any and all permits required by
applicable Law for Tenant's use and occupancy of the Premises.  Tenant
shall use the Premises solely for the Permitted Use specified in the Summary,
and shall not use or permit the Premises to be used for any other use or purpose
whatsoever without Landlord’s prior written approval, which shall not be
unreasonably withheld.  Tenant shall observe and comply with the Rules
and Regulations attached hereto as Exhibit E, as the
same may be modified by Landlord from time to time, and all reasonable
non-discriminatory modifications thereof and additions thereto from time to time
put into effect and furnished to Tenant by Landlord.  Landlord shall
endeavor to enforce the Rules and Regulations, but shall have no liability to
Tenant for the violation or non-performance by any other tenant or occupant of
any such Rules and Regulations.  Tenant shall, at its sole cost and
expense, observe and comply with all Laws and all requirements of any board of
fire underwriters or similar body relating to Tenant’s specific use or occupancy
of the Premises now or hereafter in force or relating to any alteration or
improvement of the Premises by Tenant (whether, except as otherwise provided
herein, structural or nonstructural, including unforeseen and/or extraordinary
alterations and/or improvements to the Premises and regardless of the period of
time remaining in the Term).  Tenant shall not use or allow the
Premises to be used for any improper, unlawful or reasonably objectionable
purpose.  Tenant shall not do or permit to be done anything that will
obstruct or interfere with the rights of other tenants or occupants of the
Building or the Property, if any, or injure or annoy them.  Tenant
shall not cause, maintain or permit any nuisance in, on or about the Premises,
the Building or the Property, nor commit or suffer to be committed any waste in,
on or about the Premises.

       

      ARTICLE 10 - HAZARDOUS
MATERIALS

       

      As used
in this Lease, the term "Environmental Law(s)" means
any past, present or future federal, state or local Law relating to (a) the
environment, human health or safety, including, without limitation, emissions,
discharges, releases or threatened releases of Hazardous Materials (as defined
below) into the environment (including, without limitation, air, surface water,
groundwater or land), or (b) the manufacture, generation, refining,
processing, distribution, use, sale, treatment, receipt, storage, disposal,
transport, arranging for transport, or handling of Hazardous
Materials.  As used in this Lease, the term "Hazardous Material(s)" means
and includes any hazardous or toxic materials, substances or wastes as now or
hereafter designated or regulated under any Environmental Laws including,
without limitation, asbestos, petroleum, petroleum hydrocarbons and petroleum
based products, urea formaldehyde foam insulation, polychlorinated biphenyls
("PCBs"), and freon and
other chlorofluorocarbons.  Except for ordinary and general office
supplies, such as copier toner, liquid paper, glue, ink and common household
cleaning materials, any Hazardous Material disclosed in the Environmental
Questionnaire, and motor vehicle fuel stored in fuel tanks of motor vehicles
used on site in compliance with all Environmental Laws (some or all of which may
constitute Hazardous Materials), Tenant agrees not to cause or permit any
Hazardous Materials to be brought upon, stored, used, handled, generated,
released or disposed of on, in, under or about the Premises, the Building, the
Common Areas or any other portion of the Property by Tenant, its agents,
officers, directors, shareholders, members, managers, partners, employees,
subtenants, assignees, licensees, or contractors or guests (collectively, "Tenant’s Parties"), without
the prior written consent of Landlord, which consent Landlord may withhold in
its sole and absolute discretion.  Upon the expiration or earlier
termination of this Lease, Tenant agrees to promptly remove from the Premises,
the Building and the Property, at its sole cost and expense, any and all
Hazardous Materials, including any equipment or systems containing Hazardous
Materials which are installed, brought upon, stored, used, generated or released
upon, in, under or about the Premises, the Building and/or the Property or any
portion thereof by Tenant or any of Tenant's Parties.  To the fullest
extent permitted by law, Tenant agrees to promptly indemnify, protect, defend
and hold harmless Landlord and Landlord's members, managers, shareholders,
partners, officers, directors, managers, employees, agents, successors and
assigns (collectively, "Landlord Parties") from and
against any and all claims, damages, judgments, suits, causes of action, losses,
liabilities, penalties, fines, expenses and costs (including, without
limitation, clean-up, removal, remediation and restoration costs, sums paid in
settlement of claims, attorneys' fees, consultant fees and expert fees and court
costs) which arise or result from the presence of Hazardous Materials on, in,
under or about the Premises, the Building or any other portion of the Property
and which are caused or permitted by Tenant or any of Tenant's
Parties.  The provisions of this Article 10 will survive the
expiration or earlier termination of this Lease.  Tenant shall give
Landlord written notice of any evidence of Mold, water leaks or water
infiltration in the Premises promptly upon discovery of same.  At its
expense, Tenant shall investigate, clean up and remediate any Mold in the
Premises caused by Tenant.  Remediation required by applicable
Environmental Law may be performed only after Tenant has Landlord's written
approval of a plan for such remediation.  All clean up and remediation
shall be done in compliance with all applicable Laws and to the reasonable
satisfaction of Landlord.  As used in this Lease, "Mold" means mold, fungi,
spores, microbial matter, mycotoxins and microbiological organic
compounds.


      
        
           


        

        
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      Landlord
represents and warrants to Tenant that Landlord has no knowledge or reasonable
cause to believe that any release of Hazardous Materials has come to be located
at the Premises or the Building (and for the purposes of this paragraph, the
Building shall be deemed to include the underlying soil and ground water) which
requires any removal or remedial action under applicable environmental
laws.  In the event of (i) any breach of the foregoing
representation and warranty, or (ii) the occurrence, release or threatened
release of any Hazardous Materials on or about the Premises during the term
hereof that is not caused by Tenant, Landlord at Landlord’s sole cost and
expense shall (a) promptly remove, eliminate, remediate or encapsulate said
Hazardous Materials and/or take such other action with respect thereto as is
required by any federal, state or local government agency having jurisdiction
thereof, and (b) protect, indemnify, defend and hold Tenant harmless from and
against any and all liability, loss, suits, claims, actions, costs and expense
(including without limitation attorneys’ fees) arising out of or in connection
with said Hazardous Materials.  The provisions of this paragraph shall
survive the termination of this Lease.

       

      ARTICLE 11 -
PARKING

       

      During
the Term, Tenant shall be entitled to utilize the number and type of parking
spaces specified in the Summary within the parking areas for the Property as
designated by Landlord from time to time.  Landlord shall at all times
have the right to establish and modify the nature and extent of the parking
areas for the Building and Property (including whether such areas shall be
surface, underground and/or other structures).  In addition, if Tenant
is not the sole occupant of the Property, Landlord may, in its discretion,
designate any unreserved parking spaces as reserved parking.  The
terms and conditions for parking at the Property shall be as specified in the
Summary and in the Rules and Regulations regarding parking as contained in Exhibit E attached
hereto, as the same may be reasonably modified by Landlord from time to
time.  Tenant shall not use more parking spaces than its allotment and
shall not use any parking spaces specifically assigned by Landlord to other
tenants, if any, or for such other uses such as visitor, handicapped or other
special purpose parking.  Tenant's visitors shall be entitled to
access to the parking areas on the Property designated for visitor use, subject
to availability of spaces and the terms of the Summary.

       

      ARTICLE 12 - TENANT
SIGNS

       

      Tenant
shall have the right to install and maintain, at Tenant’s sole cost and expense,
one (1) sign (restricted solely to Tenant's name) on the exterior of the
Building above the doorway to the Premises, subject to the provisions of this
Article 12.  Subsequent changes to Tenant's sign and/or any additional
signs, to the extent permitted by Landlord herein, shall be made or installed at
Tenant's sole cost and expense.  All aspects of any such signs shall
be subject to the prior written consent of Landlord (which shall not be
unreasonably withheld), and shall be per Landlord's standard specifications and
materials, as revised by Landlord from time to time.  Tenant shall
have no right to install or maintain any other signs, banners, advertising,
notices, displays, stickers, decals or any other logo or identification of any
person, product or service whatsoever, in any location on or in the Property
except as (i) shall have been expressly approved by Landlord in writing
prior to the installation thereof (which approval may be granted or withheld in
Landlord's sole and absolute discretion), (ii) shall not violate any
signage restrictions or exclusive sign rights contained in any then existing
leases with other tenants of the Property, if any, and (iii) are consistent and
compatible with all applicable Laws, and the design, signage and graphics
program from time to time implemented by Landlord with respect to the Property,
if any.  Landlord shall have the right to remove any signs or signage
material installed without Landlord's permission, without being liable to Tenant
by reason of such removal, and to charge the cost of removal to Tenant as
Additional Rent hereunder, payable within ten (10) days after written demand by
Landlord.  Any additional sign rights of Tenant, if any, shall be as
provided in the Summary.

       

      ARTICLE 13 -
ALTERATIONS

       

      13.1      Alterations.  After
installation of the initial Tenant Improvements for the Premises, Tenant may, at
its sole cost and expense, make alterations, additions, improvements and
decorations to the Premises ("Alteration(s)") subject to and
upon the following terms and conditions:

       

      a.                 Tenant
shall not make any Alterations which: (i) adversely affect any area outside the
Premises including the outside appearance, character or use of any portions of
the Building or other portions of the Property; (ii) adversely affect the
Building's roof, roof membrane, or any structural component of the Building, or
the proper functioning of any equipment, services or systems (including fire and
life/safety systems) or Landlord's access thereto; (iii) in the reasonable
opinion of Landlord, materially lessen the value of the Building or the
Property; (iv) will violate or require a change in any occupancy certificate
applicable to the Premises; or (v) would trigger a legal requirement which would
require Landlord to make any alteration or improvement to the Premises, Building
or other aspect of the Property unless Tenant agrees to be responsible for the
same.

       

      b.                 Tenant
shall not make any Alterations not prohibited by Section 13.1(a), unless Tenant
first obtains Landlord's prior written consent, which consent Landlord shall not
unreasonably withhold, provided Landlord's prior approval shall not be required
for any Alteration that is not prohibited by Section 13.1(a) above and is of a
cosmetic nature that satisfies all of the following conditions (hereinafter a
"Pre-Approved
Alteration"):  (i) the costs of such Alteration do not
exceed Two Dollar ($2.00) per rentable square foot of the Premises; (ii) to
the extent reasonably required by Landlord or by law due to the nature of the
work being performed, Tenant delivers to Landlord final plans, specifications,
working drawings, permits and approvals for such Alterations at least ten (10)
days prior to commencement of the work thereof; (iii) Tenant and such
Alterations otherwise satisfy all other conditions set forth in this Section
13.1; and (iv) the making of such Alterations will not otherwise cause a default
by Tenant under any provision of this Lease.  Tenant shall provide
Landlord with ten (10) days' prior written notice before commencing any
Alterations.  In addition, before proceeding with any Alteration,
Tenant's contractors shall obtain, on behalf of Tenant and at Tenant's sole cost
and expense:  (A) all necessary governmental permits and
approvals for the commencement and completion of such Alterations, and
(B) if reasonably requested by Landlord and if the cost of such Alterations
exceeds $80,000.00, a completion and lien indemnity bond, or other evidence of
funds reasonably satisfactory to Landlord for such
Alterations.  Landlord's approval of any plans, contractor(s) and
subcontractor(s) of Tenant shall not release Tenant or any such contractor(s)
and/or subcontractor(s) from any liability with respect to such Alterations and
will create no liability or responsibility on Landlord's part concerning the
completeness of such Alterations or their design sufficiency or compliance with
Laws.


      
        
           


        

        
          -13-

          
            

          

        

        
           


        

      

       

      c.                 All
Alterations shall be performed: (i) in material accordance with the
approved plans, specifications and working drawings, if any; (ii) lien-free
and in a first-class workmanlike manner; (iii) in compliance with all Laws;
(iv) in such a manner so as not to unreasonably interfere with the
occupancy of any other tenant, nor impose any additional expense upon nor delay
Landlord in the maintenance and operation of the Building; (v) by licensed and
bondable general contractors selected by Tenant and reasonably approved by
Landlord, and (v) at such times, in such manner and subject to such rules
and regulations as Landlord may from time to time reasonably
designate.  Tenant shall pay to Landlord, within ten (10) days after
written demand, the costs of any increased insurance premiums incurred by
Landlord to include such Alterations in the causes of loss – special form
property insurance obtained by Landlord pursuant to this Lease, if Landlord
elects in writing to insure such Alterations; provided, however, Landlord shall
not be required to include the Alterations under such insurance.

       

      d.                 Tenant
shall pay to Landlord, as Additional Rent, the reasonable third party costs of
Landlord's engineers and other consultants for review of all plans,
specifications and working drawings for the Alterations, within ten (10)
business days after Tenant's receipt of invoices either from Landlord or such
consultants.  In addition to such costs, Tenant shall pay to Landlord,
within ten (10) business days after completion of any Alterations, a
construction supervision fee equal to two percent (2%) of the total cost of the
Alterations and the actual, reasonable costs incurred by Landlord for any
services rendered by Landlord's management personnel and engineers to coordinate
and/or supervise any of the Alterations to the extent such services are provided
in excess of or after the normal on-site hours of such engineers and management
personnel.

       

      e.                 Throughout
the performance of the Alterations, Tenant shall obtain, or cause its
contractors to obtain, workers compensation insurance and commercial general
liability insurance in compliance with the insurance provisions of this
Lease.

       

      13.2      Removal of
Alterations.  All Alterations and the initial Tenant
Improvements in the Premises (whether installed or paid for by Landlord or
Tenant), shall become the property of Landlord and shall remain upon and be
surrendered with the Premises at the end of the Term; provided, however,
Landlord may, by written notice delivered to Tenant within fifteen (15) days
after Landlord's receipt of plans for any Alterations identify those Alterations
which Landlord shall require Tenant to remove at the end of the
Term.  If Landlord requires Tenant to remove any such Alterations,
Tenant shall, at its sole cost, remove the identified items on or before the
expiration or sooner termination of this Lease and repair any damage to the
Premises caused by such removal to its original condition (or, at Landlord's
option, Tenant shall pay to Landlord all of Landlord's costs of such removal and
repair).  Notwithstanding anything to the contrary herein, Tenant
shall be entitled to remove, at any time, in addition to its furniture, trade
fixtures, and other personal property, any Alterations installed by or at the
direction of Tenant, provided Tenant repairs any damage caused by such
removal.

       

      13.3      Liens.  Tenant shall
not permit any mechanic's, materialmen's or other liens to be filed against all
or any part of the Property or the Premises, nor against Tenant's leasehold
interest in the Premises, by reason of or in connection with any repairs,
alterations, improvements or other work contracted for or undertaken by Tenant
or any of Tenant's Parties.  If any such liens are filed, Tenant
shall, at its sole cost, immediately cause such liens to be released of record
or bonded so that such lien(s) no longer affect(s) title to the Property, the
Building or the Premises.  If Tenant fails to cause any such lien to
be released or bonded within ten (10) days after notice thereof, Landlord may
cause such lien to be released by any means it shall deem proper, including
payment in satisfaction of the claim giving rise to such lien, and Tenant shall
reimburse Landlord within five (5) business days after receipt of invoice from
Landlord, any sum paid by Landlord to remove such liens, together with interest
at the Interest Rate from the date of such payment by Landlord.

       

      ARTICLE 14 - TENANT’S
INSURANCE

       

      14.1      Tenant’s
Insurance.  On or before the Commencement Date or the date
Tenant commences or causes to be commenced any work of any type in the Premises,
and continuing during the entire Term, Tenant shall obtain and keep in full
force and effect, the following insurance with limits of coverage as set forth
in Section 1.14 of the Summary:

       

      a.                 Special
Form (formerly known as "all risk") insurance, including fire and extended
coverage, sprinkler leakage (including earthquake sprinkler leakage), vandalism,
malicious mischief plus earthquake and flood coverage upon property of every
description and kind owned by Tenant and located in the Premises or the
Building, or for which Tenant is legally liable or installed by or on behalf of
Tenant including, without limitation, furniture, equipment and any other
personal property (but excluding the initial Tenant Improvements previously
existing or installed in the Premises), in an amount not less then the full
replacement cost thereof.


      
        
           


        

        
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      b.                 Commercial
general liability insurance coverage on an occurrence basis, including personal
injury, bodily injury (including wrongful death), broad form property damage,
operations hazard, owner’s protective coverage, contractual liability (including
Tenant’s indemnification obligations under this Lease), liquor liability (if
Tenant serves alcohol on the Premises), products and completed operations
liability.  The limits of liability of such commercial general
liability insurance may be increased every three (3) years during the Term upon
reasonable prior notice by Landlord to an amount reasonably required by Landlord
and appropriate for tenants of buildings comparable to the
Building.

       

      c.                 Commercial
Automobile Liability covering all owned, hired and non-owned
automobiles.

       

      d.                 Worker’s
compensation, in statutory amounts and employers liability, covering all persons
employed in connection with any work done in, on or about the Premises for which
claims for death, bodily injury or illness could be asserted against Landlord,
Tenant or the Premises.

       

      e.                 Umbrella
liability insurance on an occurrence basis, in excess of and following the form
of the underlying insurance described in Section 14.1.b. and 14.1.c. and the
employer’s liability coverage in Section 14.1.d. which is at least as broad as
each and every area of the underlying policies.  Such umbrella
liability insurance shall include pay on behalf of wording, concurrency of
effective dates with primary policies, blanket contractual liability,
application of primary policy aggregates, and shall provide that if the
underlying aggregate is exhausted, the excess coverage will drop down as primary
insurance, subject to customary commercially reasonable deductible amounts
imposed on umbrella policies.

       

      f.                 Any
other form or forms of insurance as Tenant or Landlord or the Mortgagees of
Landlord may reasonably require from time to time, in form, amounts and for
insurance risks against which a prudent tenant of a building similar to the
Building would protect itself, but only to the extent such risks and amounts are
available in the insurance market at commercially reasonable costs.

       

      14.2      Requirements.  Each
policy required to be obtained by Tenant hereunder shall:  (a) be
issued by insurers which are approved by Landlord and/or Landlord’s Mortgagees
and are authorized to do business in the state in which the Building is located
and rated not less than Financial Size VIII, and with a Financial Strength
rating of B+ in the most recent version of Best’s Key Rating Guide; (b) name
Tenant as named insured thereunder and shall name Landlord and, at Landlord’s
request, such other persons or entities of which Tenant has been informed in
writing, as additional insureds under any such liability policies, all as their
respective interests may appear; (c) not have a deductible amount exceeding Ten
Thousand Dollars ($10,000.00), which deductible amount shall be deemed
self-insured with full waiver of subrogation; (e) specifically provide that the
insurance afforded by any such liability policy for the benefit of Landlord and
any other additional insureds shall be primary, and any insurance carried by
Landlord or any other additional insureds shall be excess and non-contributing;
(f) contain an endorsement that the insurer waives its right to subrogation; (g)
require the insurer to notify Landlord and any other additional insureds in
writing not less than thirty (30) days prior to any material change, reduction
in coverage, cancellation or other termination thereof; (h) contain a cross
liability or severability of interest endorsement; and (i) be in amounts
sufficient at all times to satisfy any coinsurance requirements
thereof.  Tenant agrees to deliver to Landlord, as soon as practicable
after the placing of the required insurance, but in no event later than the date
Tenant is required to obtain such insurance as set forth in Section 14.1 above,
certificates from the insurance company evidencing the existence of such
insurance and Tenant’s compliance with the foregoing provisions of this Article
14.  Tenant shall cause replacement certificates to be delivered to
Landlord not less than ten (10) days prior to the expiration of any such policy
or policies.  If any such initial or replacement certificates are not
furnished within the time(s) specified herein, , and if Tenant fails to remedy
such condition within five (5) business days after notice thereof, Landlord
shall have the right, but not the obligation, to procure such policies and
certificates at Tenant’s expense.

       

      14.3      Effect on
Insurance.  Tenant shall not do or permit to be done anything
which will (a) violate or invalidate any insurance policy or coverage maintained
by Landlord or Tenant hereunder, or (b) increase the costs of any insurance
policy maintained by Landlord.  If Tenant’s occupancy or conduct of
its business in or on the Premises results in any increase in premiums for any
insurance carried by Landlord with respect to the Building or the Property,
Tenant shall either discontinue the activities affecting the insurance or pay
such increase as Additional Rent within ten (10) days after being billed
therefor by Landlord.  If any insurance coverage carried by Landlord
pursuant to this Lease or otherwise with respect to the Building or the Property
shall be cancelled or reduced (or cancellation or reduction thereof shall be
threatened) by reason of the use or occupancy of the Premises other than as
allowed by the Permitted Use by Tenant or by anyone permitted by Tenant to be
upon the Premises, and if Tenant fails to remedy such condition within five (5)
business days after notice thereof, Tenant shall be deemed to be in default
under this Lease and Landlord shall have all remedies provided in this Lease, at
law or in equity, including, without limitation, the right (but not the
obligation) to enter upon the Premises and attempt to remedy such condition at
Tenant’s cost.

       

      ARTICLE 15 - LANDLORD’S
INSURANCE

       

      During
the Term, Landlord shall maintain property insurance written on a Special Form
(formerly known as "all risk") basis covering the Property and the Building,
including the initial Tenant Improvements (excluding, however, Tenant's
furniture, equipment and other personal property and Alterations, unless
Landlord otherwise elects to insure the Alterations pursuant to Section 13.1
above) against damage by fire and standard extended coverage perils and with
vandalism and malicious mischief endorsements, rental loss coverage, at
Landlord's option, earthquake damage coverage, and such additional coverage as
Landlord deems appropriate.  Landlord shall also carry commercial
general liability in such reasonable amounts and with such reasonable
deductibles as would be carried by a prudent owner of a similar building in the
state in which the Building is located.  At Landlord's option, all
such insurance may be carried under any blanket or umbrella policies that
Landlord has in force for other buildings and projects.  In addition,
at Landlord's option, Landlord may elect to self-insure all or any part of such
required insurance which shall be deemed with full waiver of
subrogation.  Landlord may, but shall not be obligated to carry any
other form or forms of insurance as Landlord or the Mortgagees or ground lessors
of Landlord may reasonably determine is advisable.  Subject to Section
1.18, the cost of insurance obtained by Landlord pursuant to this Article 15
(including commercially reasonable deductibles) shall be included in Insurance
Costs.


      
        
           


        

        
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      ARTICLE 16 - INDEMNIFICATION
AND EXCULPATION

       

      16.1      Tenant's Assumption of Risk and
Waiver.  Except to the extent such matter is not covered by the
insurance required to be maintained by Tenant and/or Landlord under this Lease
and/or except to the extent such matter is attributable to the gross negligence
or willful misconduct of Landlord or Landlord's agents, contractors or
employees, Landlord shall not be liable to Tenant, or any of Tenant’s Parties
for: (i) any damage to property of Tenant, or of others, located in, on or
about the Premises, (ii) the loss of or damage to any property of Tenant or
of others by theft or otherwise, (iii) any injury or damage to persons or
property resulting from fire, explosion, falling ceiling tiles masonry, steam,
gas, electricity, water, rain or leaks from any part of the Premises or from the
pipes, appliance of plumbing works or from the roof, street or subsurface or
from any other places or by dampness or by any other cause of whatsoever nature,
(iv) any such damage caused by other tenants or persons in the Premises,
occupants of any other portions of the Property, or the public, or caused by
operations in construction of any private, public or quasi-public work, or (v)
any interruption of utilities and services.  Landlord shall in no
event be liable to Tenant or any other person for any consequential damages,
special or punitive damages, or for loss of business, revenue, income or profits
and Tenant hereby waives any and all claims for any such
damages.  Notwithstanding anything to the contrary contained in this
Section 16.1, all property of Tenant and Tenant’s Parties kept or stored on
the Premises, whether leased or owned by any such parties, shall be so kept or
stored at the sole risk of Tenant.  Landlord or its agents shall not
be liable for interference with light or other intangible rights.

       

      16.2      Tenant's
Indemnification.  Tenant shall be liable for, and shall
indemnify, defend, protect and hold Landlord and the Landlord Parties harmless
from and against, any and all claims, damages, judgments, suits, causes of
action, losses, liabilities and expenses, including, without limitation,
attorneys' fees and court costs (collectively, "Indemnified Claims"), arising
or resulting from (a) any occurrence in the Premises following the date Landlord
delivers possession of all or any portion of the Premises to Tenant, except to
the extent caused by the negligence or willful misconduct of Landlord or
Landlord's agents, contractors or employees, (b) any act or omission of Tenant
or any of Tenant's Parties; (c) the use of the Premises, the Building and the
Property and conduct of Tenant's business by Tenant or any of Tenant's Parties,
or any other activity, work or thing done, permitted or suffered by Tenant or
any of Tenant's Parties, in or about the Premises, the Building or elsewhere on
the Property; and/or (d) any default by Tenant as to any obligations on Tenant's
part to be performed under the terms of this Lease or the terms of any contract
or agreement to which Tenant is a party or by which it is bound, affecting this
Lease or the Premises.  The foregoing indemnification shall include,
but not be limited to, any injury to, or death of, any person, or any loss of,
or damage to, any property on the Premises, or on adjoining sidewalks, streets
or ways, or connected with the use, condition or occupancy thereof, whether or
not Landlord or any Landlord Parties has or should have knowledge or notice of
the defect or conditions causing or contributing to such injury, death, loss or
damage.  In case any action or proceeding is brought against Landlord
or any Landlord Parties by reason of any such Indemnified Claims, Tenant, upon
notice from Landlord, shall defend the same at Tenant's expense by counsel
approved in writing by Landlord, which approval shall not be unreasonably
withheld.  Tenant’s indemnification obligations under this
Section 16.2 and elsewhere in this Lease shall survive the expiration or
earlier termination of this Lease.  Tenant's covenants, agreements and
indemnification in Section 16.1 and this Section 16.2 are not intended to and
shall not relieve any insurance carrier of its obligations under policies
required to be carried by Tenant pursuant to the provisions of this
Lease.

       

      16.3      Landlord's Indemnification of
Tenant.  Notwithstanding anything to the contrary contained in
Section 16.1 or 16.2, Tenant shall not be required to protect, defend, save
harmless or indemnify Landlord from any liability for injury, loss, accident or
damage to any person resulting from Landlord's grossly negligent acts or
omissions or willful misconduct or that of its agents, contractors, servants,
employees or licensees, in connection with Landlord's activities on or about the
Premises, and subject to the terms of Article 22, Landlord hereby indemnifies
and agrees to protect, defend and hold Tenant harmless from and against
Indemnified Claims arising out of (i) Landlord's grossly negligent acts or
omissions or willful misconduct or those of its agents, contractors, servants,
employees or licensees in connection with Landlord's activities on or about the
Premises, (ii) any default by Landlord as to any obligations on Landlord's part
to be performed under the terms of this Lease or the terms of any contract or
agreement to which Landlord is a party or by which it is bound, affecting this
Lease or the Premises, or (iii) any occurrence in the Common Areas to the extent
covered by the liability insurance maintained by Landlord, the cost for which is
included in Operating Expenses.  Such exclusion from Tenant's
indemnity and such agreement by Landlord to so indemnify and hold Tenant
harmless are not intended to and shall not relieve any insurance carrier of its
obligations under policies required to be carried by Tenant pursuant to the
provisions of this Lease to the extent that such policies cover (or, if such
policies would have been carried as required, would have covered) the result of
grossly negligent acts or omissions or willful misconduct of Landlord or those
of its agents, contractors, servants, employees or licensees; provided, however,
the provisions of this sentence shall in no way be construed to imply the
availability of any double or duplicate coverage.  Landlord's and
Tenant's indemnification obligations hereunder may or may not be coverable by
insurance, but the failure of either Landlord or Tenant to carry insurance
covering the indemnification obligation shall not limit their indemnity
obligations hereunder.  In case any action or proceeding is brought
against Tenant or any Tenant Parties by reason of any such Indemnified Claims,
Landlord, upon notice from Tenant, shall defend the same at Landlord's expense
by counsel approved in writing by Tenant, which approval shall not be
unreasonably withheld.  Landlord’s indemnification obligations under
this Section 16.3 and elsewhere in this Lease shall survive the expiration
or earlier termination of this Lease.  Landlord's covenants,
agreements and indemnification in this Section 16.3 is not intended to and shall
not relieve any insurance carrier of its obligations under policies required to
be carried by Landlord pursuant to the provisions of this
Lease.  Tenant shall in no event be liable to Landlord or any other
person for any consequential damages, special or punitive damages, or for loss
of business, or except as provided in Section 21.2, for loss of revenue, income
or profits, and Landlord hereby waives any and all claims for any such
damages.


      
        
           


        

        
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      ARTICLE 17 - CASUALTY
DAMAGE/DESTRUCTION

       

      17.1      Landlord's Rights and
Obligations.  If the Premises or the Building is damaged by
fire or other casualty not caused by the gross negligence or willful misconduct
of Tenant ("Casualty")
to an extent not exceeding thirty-three percent (33%) of the full replacement
cost thereof, and Landlord's contractor estimates in writing delivered to the
parties that the damage thereto is such that the Building and/or Premises may be
repaired, reconstructed or restored to substantially its condition immediately
prior to such damage within one hundred twenty (120) days from the date of such
Casualty, and Landlord will receive insurance proceeds sufficient to cover the
costs of such repairs, reconstruction and restoration plus applicable
deductibles or self insured retentions, then Landlord shall commence and proceed
diligently with the work of repair, reconstruction and restoration and this
Lease shall continue in full force and effect.  If, however, the
Premises or the Building is damaged to an extent exceeding thirty-three percent
(33%) of the full replacement cost thereof, or Landlord's contractor estimates
that such work of repair, reconstruction and restoration will require longer
than one hundred twenty (120) days to complete from the date of Casualty, or
Landlord will not receive insurance proceeds plus applicable deductibles or self
insured retentions sufficient to cover the costs of such repairs, reconstruction
and restoration, then Landlord may elect to either: (a) repair, reconstruct and
restore the portion of the Premises or Building damaged by such Casualty
(including the Tenant Improvements, the Alterations that Landlord elects to
insure pursuant to Section 13.1 and, to the extent of insurance proceeds
received from Tenant, the Alterations that Tenant is required to insure pursuant
to Section 13.1), in which case this Lease shall continue in full force and
effect; or (b) terminate this Lease effective as of the date which is thirty
(30) days after Tenant's receipt of Landlord's election to so
terminate.  Under any of the conditions of this Section 17.1, Landlord
shall give written notice to Tenant of its intention to repair or terminate
within the later of sixty (60) days after the occurrence of such Casualty, or
fifteen (15) days after Landlord's receipt of the estimate from Landlord's
contractor or, as applicable, thirty (30) days after Landlord receives approval
from Landlord's Mortgagee to rebuild.

       

      17.2      Tenant's Costs and Insurance
Proceeds.  In the event of any damage or destruction of all or
any part of the Premises, Tenant shall immediately:  (a) notify
Landlord thereof; and (b) deliver to Landlord all insurance proceeds
received by Tenant with respect to the Alterations (to the extent such items are
covered by Tenant’s casualty insurance) and with respect to Alterations in the
Premises that Tenant is required to insure pursuant to Section 13.1,
excluding proceeds for Tenant's furniture and other personal property, whether
or not this Lease is terminated as permitted in Section 17.1, and Tenant
hereby assigns to Landlord all rights to receive such insurance
proceeds.  .

       

      17.3      Abatement of
Rent.  If as a result of any such damage, repair,
reconstruction and/or restoration of the Premises or the Building, Tenant is
prevented from using, and does not use, the Premises or any portion thereof,
then Rent shall be abated or reduced, as the case may be, during the period that
Tenant continues to be so prevented from using and does not use the Premises or
portion thereof, in the proportion that the rentable square feet of the portion
of the Premises that Tenant is prevented from using, and does not use, bears to
the total rentable square feet of the Premises from the date of the damage until
the Premises is restored.  Notwithstanding the foregoing to the
contrary, if the damage is due to the gross negligence or willful misconduct of
Tenant or any of Tenant's Parties, Rent shall only be abated to the extent of
the proceeds that Landlord receives from the rental loss insurance maintained by
Landlord.  Except for abatement of Rent as provided hereinabove,
Tenant shall not be entitled to any compensation or damages for loss of, or
interference with, Tenant's business or use or access of all or any part of the
Premises resulting from any such damage, repair, reconstruction or
restoration.

       

      17.4      Inability to
Complete.  Notwithstanding anything to the contrary contained
in this Article 17, if Landlord is obligated or elects to repair, reconstruct
and/or restore the damaged portion of the Building or Premises pursuant to
Section 17.1 above, but is delayed from completing such repair, reconstruction
and/or restoration beyond the date which is six (6) months after the date
estimated by Landlord's contractor for completion thereof pursuant to Section
17.1, by reason of any causes beyond the reasonable control of Landlord
(including, without limitation, delays due to Force Majeure, and delays caused
by Tenant or any of Tenant's Parties), then Landlord may elect to terminate this
Lease upon thirty (30) days' prior written notice to Tenant.

       

      17.5      Damage to the
Property.  If there is a total destruction of the improvements
on the Property or partial destruction of such improvements, the cost of
restoration of which would exceed one-third (1/3) of the then replacement value
of all improvements on the Property, by any cause whatsoever, whether or not
insured against and whether or not the Premises are partially or totally
destroyed, Landlord may within a period of one hundred eighty (180) days after
the occurrence of such destruction, notify Tenant in writing that it elects not
to so reconstruct or restore such improvements, in which event this Lease shall
cease and terminate as of the date of such destruction.

       

      17.6      Damage Near End of
Term.  In addition to its termination rights in Sections 17.1,
17.4 and 17.5 above, Landlord shall have the right to terminate this Lease if
any damage to the Building or Premises occurs during the last twelve (12) months
of the Term and Landlord's contractor estimates in writing delivered to the
parties that the repair, reconstruction or restoration of such damage cannot be
completed within the earlier of (a) the scheduled expiration date of the
Term, or (b) sixty (60) days after the date of such
Casualty.


      
        
           


        

        
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      17.7      Tenant's Termination
Rights.  In the event of any damage or destruction which
affects Tenant's use and enjoyment of the Premises which is not caused by the
gross negligence or willful misconduct of Tenant or any of Tenant's Parties, if
(i) Tenant's possession and use of the Premises is not restored by Landlord
within two hundred seventy (270) days for reasons other than delays caused by
Tenant or any of Tenant's Parties, (ii) Landlord's contractor estimates in
writing delivered to the parties that the damage thereto is such that the
Building and/or Premises may not be repaired, reconstructed or restored to
substantially its condition immediately prior to such damage within one hundred
eighty (180) days from the date of such Casualty, or (iii) damage to the
Premises occurs during the last twelve (12) months of the Term, then in any such
event Tenant shall have the right to terminate this Lease upon written notice to
Landlord.

       

      17.8      Waiver of Termination
Right.  This Lease sets forth the terms and conditions upon
which this Lease may terminate in the event of any damage or
destruction.  Accordingly, except as expressly provided herein, Tenant
hereby waives any and all provisions of applicable Law that provide alternative
rights for the parties in the event of damage or destruction (including, without
limitation, to the extent the Premises are located in California, the provisions
of California Civil Code Section 1932, Subsection 2, and Section 1933,
Subsection 4 and any successor statute or laws of a similar
nature).

       

      ARTICLE 18 -
CONDEMNATION

       

      18.1      Substantial or Partial
Taking.  Subject to the provisions of Section 18.3 below,
either party may terminate this Lease if any material part of the Premises is
taken or condemned for any public or quasi-public use under law, by eminent
domain or private purchase in lieu thereof (a "Taking").  Landlord
shall also have the right to terminate this Lease if there is a Taking of any
portion of the Building or the Property which would have a material adverse
effect on Landlord’s ability to profitably operate the remainder of the Building
and/or the Property.  The terminating party shall provide written
notice of termination to the other party within thirty (30) days after it first
receives notice of the Taking.  The termination shall be effective as
of the effective date of any order granting possession to, or vesting legal
title in, the condemning authority.  If this Lease is not terminated,
Base Rent and all other elements of this Lease which are dependent upon the area
of the Premises, the Building or the Property shall be appropriately adjusted to
account for any reduction in the square footage of the Premises, Building or
Property, as applicable.  All compensation awarded for a Taking shall
be the property of Landlord.  The right to receive compensation or
proceeds are expressly waived by Tenant, however, Tenant may file a separate
claim for Tenant's furniture, fixtures, equipment and other personal property,
loss of goodwill and Tenant's reasonable relocation expenses, provided the
filing of the claim does not diminish the amount of Landlord’s
award.

       

      18.2      Condemnation
Award.  Subject to the provisions of Section 18.3 below,
in connection with any Taking of the Premises or the Building, Landlord shall be
entitled to receive the entire amount of any award which may be made or given in
such taking or condemnation, without deduction or apportionment for any estate
or interest of Tenant, it being expressly understood and agreed by Tenant that
no portion of any such award shall be allowed or paid to Tenant for any
so-called bonus or excess value of this Lease, and such bonus or excess value
shall be the sole property of Landlord.  Tenant shall not assert any
claim against Landlord or the taking authority for any compensation because of
such taking (including any claim for bonus or excess value of this Lease);
provided, however, if any portion of the Premises is taken, Tenant shall be
granted the right to recover from the condemning authority (but not from
Landlord) any compensation as may be separately awarded or recoverable by Tenant
for the taking of Tenant's furniture, fixtures, equipment and other personal
property within the Premises, for Tenant's relocation expenses, and for any loss
of goodwill or other damage to Tenant's business by reason of such
taking.

       

      18.3      Temporary
Taking.  In the event of a Taking of the Premises or any part
thereof for temporary use, (a) this Lease shall be and remain unaffected
thereby and Rent shall not abate, and (b) Tenant shall be entitled to
receive for itself such portion or portions of any award made for such use with
respect to the period of the taking which is within the Term, provided that if
such taking shall remain in force at the expiration or earlier termination of
this Lease, Tenant shall perform its obligations with respect to surrender of
the Premises and shall pay to Landlord the portion of any award which is
attributable to any period of time beyond the Term expiration
date.  For purpose of this Section 18.3, a temporary taking shall be
defined as a taking for a period of two hundred seventy (270) days or
less.

       

      18.4      Waiver.  Tenant
hereby waives any rights it may have pursuant to any applicable Laws (including,
without limitation, to the extent the Premises are located in California, any
rights Tenant might otherwise have pursuant to Section 1265.130 of the
California Code of Civil Procedure) and agrees that the provisions hereof shall
govern the parties' rights in the event of any Taking.

       

      ARTICLE 19 - WAIVER OF
CLAIMS; WAIVER OF SUBROGATION

       

      Landlord
and Tenant each hereby waive any and all claims against the other party and its
officers, directors, shareholders, partners, members, principals, employees,
agents, representatives, and other related entities and individuals, and their
respective successors and assigns, for any and all loss of or damage to the
Premises, Building or other tangible property, or any resulting loss of income,
or losses under worker's compensation laws and benefits, which loss or damage
arises out of any peril that is or would be covered by any physical damage
insurance policy actually carried or required to be carried pursuant to this
Lease.  The foregoing waiver shall apply regardless of whether the
party suffering the loss or damage actually carries such insurance, recovers
under such insurance, or self-insures the loss or damage.  Inasmuch as
the foregoing waiver will preclude the assignment of any such claim by
subrogation (or otherwise) to an insurance company (or any other person),
Landlord and Tenant each agree to give to each insurance company issuing to it
any policy of physical damage insurance written notice of the terms of this
mutual waiver, and to have each such insurance policy properly endorsed, if
necessary, to prevent the invalidation of such insurance coverage by reason of
such waiver. The waiver set forth herein shall apply to any deductible amount
under any insurance policy, is not limited by the amount of insurance carried or
required to be carried, and is in addition to any other waiver or release
contained in this Lease.  If Landlord has contracted with a third
party for the management of the Building, the waiver of claims and waiver of
subrogation by Tenant herein shall also run in favor of such third
party.


      
        
           


        

        
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      ARTICLE 20 - ASSIGNMENT AND
SUBLETTING

       

      20.1      Restriction on
Transfer.  Except with respect to a Permitted Transfer pursuant
to Section 20.6 below, Tenant shall not, without the prior written consent of
Landlord, which consent Landlord will not unreasonably withhold or delay, assign
this Lease or any interest herein or sublet the Premises or any part thereof, or
permit the use or occupancy of the Premises by any party other than Tenant (any
such assignment, encumbrance, sublease, license or the like being sometimes
referred to as a "Transfer").  In no
event may Tenant encumber or hypothecate this Lease or the
Premises.  This prohibition against Transfers shall be construed to
include a prohibition against any assignment or subletting by operation of
law.  Any Transfer without Landlord's consent (except for a Permitted
Transfer pursuant to Section 20.6 below) shall constitute a default by Tenant
under this Lease, and in addition to all of Landlord's other remedies at law, in
equity or under this Lease, such Transfer shall be voidable at Landlord's
election.

       

      20.2      Landlord's
Options.  If Tenant desires to effect a Transfer, then at least
thirty (30) days prior to the date when Tenant desires the Transfer to be
effective (the "Transfer
Date"), Tenant shall deliver to Landlord written notice ("Transfer Notice") setting
forth the terms and conditions of the proposed Transfer and the identity of the
proposed assignee, sublessee or other transferee (sometimes referred to
hereinafter as a "Transferee").  Tenant
shall also deliver to Landlord with the Transfer Notice, a current financial
statement and such evidence of financial responsibility and standing as Landlord
may reasonably require of the Transferee, and such other information concerning
the business background and financial condition of the proposed Transferee as
Landlord may reasonably request.  Except with respect to a Permitted
Transfer, within fifteen (15) business days after Landlord's receipt of any
Transfer Notice, and any additional information requested by Landlord pursuant
to this Section 20.2, Landlord will notify Tenant of its election to do one of
the following:  (a) consent to the proposed Transfer subject to
such reasonable conditions as Landlord may impose in providing such consent; or
(b) refuse such consent, which refusal shall be on reasonable
grounds.

       

      20.3      Additional Conditions; Excess
Rent.  A condition to Landlord's consent to any Transfer will
be the delivery to Landlord of a true copy of the fully executed instrument of
assignment, sublease, transfer or hypothecation, in form and substance
reasonably satisfactory to Landlord, an original of Landlord’s commercially
reasonable consent form executed by both Tenant and the proposed Transferee, and
an affirmation of guaranty in form satisfactory to Landlord executed by each
guarantor of this Lease, if any.  In addition, Tenant shall pay to
Landlord as Additional Rent within thirty (30) days after receipt thereof,
without affecting or reducing any other obligations of Tenant hereunder, fifty
percent (50%) of any rent or other economic consideration received by Tenant as
a result of any Transfer which exceeds, in the aggregate, (i) the total Rent
which Tenant is obligated to pay Landlord under this Lease (prorated to reflect
obligations allocable to any portion of the Premises subleased) for the
applicable period, plus (ii) any reasonable brokerage commissions and attorneys'
fees actually paid by Tenant in connection with such Transfer, plus (iii) the
reasonable costs actually incurred by Tenant for tenant improvements necessary
for the Transferee.  If Tenant effects a Transfer or requests the
consent of Landlord to any Transfer (whether or not such Transfer is
consummated), then, upon demand, Tenant agrees to reimburse Landlord for its
reasonable attorneys' and paralegal fees and other costs reasonably incurred by
Landlord in reviewing such proposed assignment or sublease (whether attributable
to Landlord's in-house attorneys or paralegals or
otherwise).  Reimbursement of Landlord's attorneys' and/or paralegal
fees shall in no event obligate Landlord to consent to any proposed
Transfer.

       

      20.4      Reasonable
Disapproval.  Without limiting in any way Landlord's right to
withhold its consent on any reasonable grounds, it is agreed that Landlord will
not be acting unreasonably in refusing to consent to a Transfer if, in
Landlord's reasonable opinion:  (a) the proposed assignee or
subtenant does not have the financial capability to fulfill the obligations
imposed by the Transfer; (b) intentionally omitted; (c) the proposed
Transferee is negotiating with Landlord (or has negotiated with Landlord in the
last six (6) months) for space in the Building or the Property; (d) the
proposed Transferee is a governmental entity; (e) the portion of the
Premises to be sublet or assigned is irregular in shape with inadequate means of
ingress and egress; (f) the proposed Transfer involves a change of use of
the Premises or would violate any exclusive use covenant to which Landlord is
bound; (g) the Transfer would likely result in significant increase in the
use of the parking areas by the Transferee's employees or visitors, and/or
significantly increase the demand upon utilities and services to be provided by
Landlord to the Premises; or (h) the Transferee is not in Landlord's
reasonable opinion of reputable or good character or consistent with Landlord's
desired tenant mix for the Building.

       

      20.5      No Release.  No
Transfer, occupancy or collection of rent from any proposed Transferee shall be
deemed a waiver on the part of Landlord, or the acceptance of the Transferee as
Tenant and no Transfer shall release Tenant of Tenant's obligations under this
Lease or alter the primary liability of Tenant to pay Rent and to perform all
other obligations to be performed by Tenant hereunder.  During any
period in which Tenant is in default hereunder, Landlord may require that any
Transferee remit directly to Landlord on a monthly basis, all monies due Tenant
by said Transferee, and each sublease shall provide that if Landlord gives said
sublessee written notice that Tenant is in default under this Lease, said
sublessee will thereafter make all payments due under the sublease directly to
or as directed by Landlord, which payments will be credited against any payments
due under this Lease.  Tenant hereby irrevocably and unconditionally
assigns to Landlord all rents and other sums payable under any sublease of the
Premises; provided, however, that Landlord hereby grants Tenant a license to
collect all such rents and other sums so long as Tenant is not in default under
this Lease.  Consent by Landlord to one Transfer shall not be deemed
consent to any subsequent Transfer.  In the event of default by any
Transferee of Tenant or any successor of Tenant in the performance of any of the
terms hereof, Landlord may proceed directly against Tenant without the necessity
of exhausting remedies against such Transferee or successor.  Landlord
may consent to subsequent assignments of this Lease or sublettings or amendments
or modifications to this Lease with assignees of Tenant, without notifying
Tenant, or any successor of Tenant, and without obtaining its or their consent
thereto and any such actions shall not relieve Tenant of liability under this
Lease.  To the extent the Premises are located in California, Tenant
hereby waives (for itself and all persons claiming under Tenant) the provisions
of Civil Code Section 1995.310.


      
        
           


        

        
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      20.6      Permitted
Transfers.  Notwithstanding the provisions of Section 20.1
above to the contrary, Tenant may assign this Lease or sublet the Premises or
any portion thereof (herein, a "Permitted Transfer"), without
Landlord's consent to (i) any entity that controls, is controlled by or is under
common control with Tenant, (ii) any entity resulting from a merger,
reorganization or consolidation with Tenant, (iii)  to any joint
venture entity between Tenant and a third party; or (iv) to any entity which
acquires substantially all of the stock or assets of Tenant, as a going concern,
with respect to the business that is being conducted in the Premises (each, a
"Permitted Transferee"),
provided that: (a) to the extent not restricted by applicable law, Tenant
delivers to Landlord a reasonably detailed description of the proposed Transfer
and the financial statements and other financial and background information of
the assignee or sublessee described in Section 20.2 above prior to such
Permitted Transfer; (b) in the case of an assignment, the assignee assumes,
in full, the obligations of Tenant under this Lease pursuant to an assignment
and assumption agreement reasonably acceptable to Landlord, a fully executed
copy of which is delivered to Landlord within thirty (30) days following the
effective date of such assignment; (c) each guarantor of this Lease executes a
reaffirmation of its guaranty in form satisfactory to Landlord; (d) Tenant
remains fully liable under this Lease; (f) the use of the Premises is
pursuant to Section 1.10 of this Lease; (e) such transaction is not entered
into as a subterfuge to avoid the restrictions and provisions of this
Article 20 and will not violate any exclusive use covenant to which
Landlord is bound; and (f) with respect to a subletting only, Tenant and
such Permitted Transferee execute Landlord's commercially reasonable consent to
sublease form promptly following such Permitted Transfer; and (i) Tenant is not
in default under this Lease beyond applicable notice and cure
periods.

       

      ARTICLE 21 - SURRENDER AND
HOLDING OVER

       

      21.1      Surrender of
Premises.  Upon the expiration or sooner termination of this
Lease, Tenant shall surrender all keys for the Premises and exclusive possession
of the Premises to Landlord broom clean and in good condition and repair,
reasonable wear and tear excepted (and casualty damage excepted), with all of
Tenant's personal property, electronic, fiber, phone and data cabling and
related equipment that is installed by or for the exclusive benefit of Tenant
(to be removed in accordance with the National Electric Code and other
applicable Laws) and those items, if any, of Alterations identified by Landlord
pursuant to Section 13.2, removed therefrom and all damage caused by such
removal repaired.  If Tenant fails to remove by the expiration or
sooner termination of this Lease all of its personal property and Alterations
identified by Landlord for removal pursuant to Section 13.2, Landlord may,
(without liability to Tenant for loss thereof), at Tenant's sole cost and in
addition to Landlord's other rights and remedies under this Lease, at law or in
equity:  (a) remove and store such items in accordance with
applicable Law; and/or (b) upon ten (10) days' prior notice to Tenant, sell
all or any such items at private or public sale for such price as Landlord may
obtain as permitted under applicable Law.  Landlord shall apply the
proceeds of any such sale to any amounts due to Landlord under this Lease from
Tenant (including Landlord's attorneys' fees and other costs incurred in the
removal, storage and/or sale of such items), with any remainder to be paid to
Tenant.

       

      21.2      Holding
Over.  Tenant will not be permitted to hold over possession of
the Premises after the expiration or earlier termination of the Term without the
express written consent of Landlord, which consent Landlord may withhold in its
sole and absolute discretion.  If Tenant holds over after the
expiration or earlier termination of the Term without the express written
consent of Landlord, then, in addition to all other remedies available to
Landlord, Tenant shall become a tenant at sufferance only, upon the terms and
conditions set forth in this Lease so far as applicable (including Tenant's
obligation to pay all Additional Rent under this Lease), but at a Monthly Base
Rent equal to one hundred fifty percent (150%) of the Monthly Base Rent
applicable to the Premises immediately prior to the date of such expiration or
earlier termination.  Any such holdover Rent shall be paid on a per
diem basis.  Acceptance by Landlord of Rent after such expiration or
earlier termination shall not constitute consent to a hold over hereunder or
result in an extension of this Lease.  This Section 21.2 shall not be
construed to create any express or implied right to holdover beyond the
expiration of the Term or any extension thereof.  If Tenant shall hold
over for more than thirty (30) days without the express written consent of
Landlord, Tenant shall be liable, and shall pay to Landlord within ten (10) days
after demand, for all losses incurred by Landlord as a result of such holdover,
and shall indemnify, defend and hold Landlord and the Landlord Parties harmless
from and against all liabilities, damages, losses, claims, suits, costs and
expenses (including reasonable attorneys’ fees and costs) arising from or
relating to any such holdover tenancy, including without limitation, any claim
for damages made by a succeeding tenant. Tenant’s indemnification obligation
hereunder shall survive the expiration or earlier termination of this
Lease.  The foregoing provisions of this Section 21.2 are in addition
to, and do not affect, Landlord's right of re-entry or any other rights of
Landlord hereunder or otherwise at law or in equity.

       

      ARTICLE 22 -
DEFAULTS

       

      22.1      Tenant's
Default.  The occurrence of any one or more of the following
events shall constitute a "Default" under this Lease by
Tenant:

       

      
        a.                    the
abandonment of the Premises by Tenant.  "Abandonment" is as defined in
California Civil Code Section 1951.3;

      


      
        
           


        

        
          -20-

          
            

          

        

        
           


        

      

       

      
        b.                    the
failure by Tenant to make any payment of Rent, Additional Rent or any other
payment required to be made by Tenant hereunder, where such failure continues
for three (3) days after written notice thereof from Landlord that such payment
was not received when due; provided that if Landlord provides two (2) or more
notices of late payment within any twelve (12) month period, then the third
failure of Tenant to make any payment of Rent or any other payment required to
be made by Tenant hereunder when due in the twelve (12) month period following
the second (2nd) such
notice shall be an automatic Default without notice from
Landlord;

      

       

      
        c.                   
the
failure by Tenant to observe or perform any of the express or implied covenants
or provisions of this Lease to be observed or performed by Tenant, other than as
specified in Sections 22.1(a) or (b) above, where such failure shall
continue for a period of ten (10) days after written notice thereof from
Landlord to Tenant; provided, however, that if the nature of Tenant's default is
such that it may be cured but more than ten (10) days are reasonably required
for its cure, then Tenant shall not be deemed to be in default if Tenant shall
commence such cure within said ten (10) day period and thereafter diligently
prosecute such cure to completion; or

      

       

      
        d.                   A general
assignment by Tenant or any guarantor or surety of Tenant's obligations
hereunder ("Guarantor")
for the benefit of creditors;

      

       

      
        e.                   The
filing of a voluntary petition in bankruptcy by Tenant or any Guarantor, the
filing by Tenant or any Guarantor of a voluntary petition for an arrangement,
the filing by or against Tenant or any Guarantor of a petition, voluntary or
involuntary, for reorganization, or the filing of an involuntary petition by the
creditors of Tenant or any Guarantor, said involuntary petition remaining
undischarged for a period of one hundred twenty (120) days;

      

       

      
        f.                   Receivership,
attachment, or other judicial seizure of substantially all of Tenant's assets on
the Premises, such attachment or other seizure remaining undismissed or
undischarged for a period of thirty (30) days after the levy
thereof;

      

       

      
        g.                   Death or
disability of Tenant or any Guarantor, if Tenant or such Guarantor is a natural
person, or the failure by Tenant or any Guarantor to maintain its legal
existence, if Tenant or such Guarantor is a corporation, partnership, limited
liability company, trust or other legal entity.

      

       

      Any
notice sent by Landlord to Tenant pursuant to this Section 22.1 shall be in
lieu of, and not in addition to, any notice required under any applicable
Law.

       

      ARTICLE 23 - REMEDIES OF
LANDLORD

       

      23.1      Landlord's Remedies;
Termination.  In the event of any such Default by Tenant, in
addition to any other remedies available to Landlord under this Lease, at law or
in equity (including, without limitation, to the extent the Premises are located
in California, the remedies of Civil Code Section 1951.4 and any successor
statute or similar Law, which provides that Landlord may continue this Lease in
effect following Tenant's breach and abandonment and collect rent as it falls
due, if Tenant has the right to sublet or assign, subject to reasonable
limitations), Landlord shall have the immediate option to terminate this Lease
and all rights of Tenant hereunder and to re-enter the Premises and remove all
persons and property from the Premises; such property may be removed, stored
and/or disposed of as permitted by applicable Law.  If Landlord shall
elect to so terminate this Lease, then Landlord may recover from
Tenant:  (a) the worth at the time of award of any unpaid Rent which
had been earned at the time of such termination; plus (b) the worth at the time
of the award of the amount by which the unpaid Rent which would have been earned
after termination until the time of award exceeds the amount of such rental loss
that Tenant proves could have been reasonably avoided; plus (c) the worth at the
time of award of the amount by which the unpaid Rent for the balance of the term
after the time of award exceeds the amount of such rental loss that Tenant
proves could be reasonably avoided; plus (d) any other amount necessary to
compensate Landlord for all the detriment proximately caused by Tenant's failure
to perform its obligations under this Lease or which, in the ordinary course of
things, would be likely to result therefrom; plus (e) all monetary damages
allowed under applicable Law.

       

      As used
in Sections 23.1(a) and 23.1(b) above, the "worth at the time of award" is
computed by allowing interest at the Interest Rate set forth in the
Summary.  As used in Section 23.1(c) above, the "worth at the time of
award" is computed by discounting such amount at the discount rate of the
Federal Reserve Bank of San Francisco at the time of award plus one percent
(1%).  To the extent the Premises are located in California, Tenant
hereby waives for Tenant and all those claiming under Tenant all right now or
hereafter existing including, without limitation, any rights under California
Code of Civil Procedure Sections 1174 and 1179 and Civil Code Section
1950.7 to redeem by order or judgment of any court or by any legal process or
writ, Tenant's right of occupancy of the Premises after any termination of this
Lease.

       

      23.2      Landlord's Remedies; Continuation of
Lease; Re-Entry Rights.  In the event of any such Default by
Tenant, in addition to any other remedies available to Landlord under this
Lease, at law or in equity, Landlord shall also have the right to (a) continue
this Lease in effect after Tenant's breach and abandonment and recover Rent as
it becomes due, and (b) with or without terminating this Lease, to re-enter the
Premises and remove all persons and property from the Premises; such property
may be removed, stored and/or disposed of as permitted by applicable
Law.  No re-entry or taking possession of the Premises by Landlord
pursuant to this Section 23.2, and no acceptance of surrender of the Premises or
other action on Landlord's part, shall be construed as an election to terminate
this Lease unless a written notice of such intention be given to Tenant or
unless the termination thereof be decreed by a court of competent
jurisdiction.  No notice from Landlord or notice given under a
forcible entry and detainer statute or similar Laws will constitute an election
by Landlord to terminate this Lease unless such notice specifically so
states.  Notwithstanding any reletting without termination by Landlord
because of any Default, Landlord may at any time after such reletting elect to
terminate this Lease for any such Default.


      
        
           


        

        
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      23.3      Landlord's Right to
Perform.  Except as specifically provided otherwise in this
Lease, all covenants and agreements by Tenant under this Lease shall be
performed by Tenant at Tenant's sole cost and expense and without any abatement
or offset of Rent.  In the event of any Default by Tenant, Landlord
may, without waiving or releasing Tenant from any of Tenant's obligations, make
such payment or perform such other act as required to cure such Default on
behalf of Tenant.  All sums so paid by Landlord and all necessary
incidental costs incurred by Landlord in performing such other acts shall be
payable by Tenant to Landlord within five (5) days after demand therefor as
Additional Rent.

       

      23.4      Rights and Remedies
Cumulative.  All rights, options and remedies of Landlord
contained in this Article 23 and elsewhere in this Lease shall be construed and
held to be cumulative, and no one of them shall be exclusive of the other, and
Landlord shall have the right to pursue any one or all of such remedies or any
other remedy or relief which may be provided by law or in equity, whether or not
stated in this Lease.  Nothing in this Article 23 shall be deemed to
limit or otherwise affect Tenant's indemnification of Landlord pursuant to any
provision of this Lease.

       

      ARTICLE 24 - ENTRY BY
LANDLORD

       

      Subject
to Tenant’s reasonable security requirements, Landlord and its employees and
agents shall at all reasonable times following no less than 24 hour prior notice
(except in case of emergency in which no notice shall be required) have the
right to enter the Premises to inspect the same, to supply any service required
to be provided by Landlord to Tenant under this Lease, to exhibit the Premises
to prospective lenders or purchasers (or during the last year of the Term or
during any default by Tenant, to prospective tenants), to post notices of
non-responsibility, and/or to alter, improve or repair the Premises or any other
portion of the Building or Property, all without being deemed guilty of or
liable for any breach of Landlord's covenant of quiet enjoyment or any eviction
of Tenant, and without abatement of Rent.  In exercising such entry
rights, Landlord shall use its best efforts to minimize, to the extent
practicable, the interference with Tenant's business.  For each of the
foregoing purposes, Landlord shall at all times have and retain a key with which
to unlock all of the doors in, upon and about the Premises, excluding Tenant's
vaults, safes or secured areas, and Landlord shall have the means which Landlord
may deem proper to open said doors in an emergency in order to obtain entry to
the Premises.  Any entry to the Premises obtained by Landlord by any
of said means or otherwise shall not under any circumstances be construed or
deemed to be a forcible or unlawful entry into, or a detainer of, the Premises,
or an eviction of Tenant from the Premises or any portion thereof, or grounds
for any abatement or reduction of Rent and Landlord shall not have any liability
to Tenant for any damages or losses on account of any such entry by
Landlord.

       

      ARTICLE 25 - LIMITATION ON
LANDLORD’S LIABILITY

       

      Notwithstanding
anything contained in this Lease to the contrary, the obligations of Landlord
under this Lease (including as to any actual or alleged breach or default by
Landlord) do not constitute personal obligations of the individual members,
managers, investors, partners, directors, officers, or shareholders of Landlord
or Landlord's members or partners, and Tenant shall not seek recourse against
the individual members, managers, investors, partners, directors, officers, or
shareholders of Landlord or Landlord's members or partners or any other persons
or entities having any interest in Landlord, or any of their personal assets for
satisfaction of any liability with respect to this Lease.  In
addition, in consideration of the benefits accruing hereunder to Tenant and
notwithstanding anything contained in this Lease to the contrary, Tenant hereby
covenants and agrees for itself and all of its successors and assigns that the
liability of Landlord for its obligations under this Lease (including any
liability as a result of any actual or alleged failure, breach or default
hereunder by Landlord), shall be limited solely to, and Tenant's and its
successors' and assigns' sole and exclusive remedy shall be against, Landlord's
interest in the Property, and no other assets of Landlord.  The term
"Landlord" as used in this Lease, so far as covenants or obligations on the part
of the Landlord are concerned, shall be limited to mean and include only the
owner or owners, at the time in question, of the fee title to, or a lessee's
interest in a ground lease of, the Property.  In the event of any
transfer or conveyance of any such title or interest (other than a transfer for
security purposes only), the transferor shall be automatically relieved of all
covenants and obligations thereafter to be performed on the part of Landlord
contained in this Lease.  Landlord and Landlord's transferees and
assignees shall have the absolute right to transfer all or any portion of their
respective title and interest in the Premises, the Building, the Property and/or
this Lease without the consent of Tenant, and such transfer or subsequent
transfer shall not be deemed a violation on Landlord's part of any of the terms
and conditions of this Lease.

       

      ARTICLE 26 -
SUBORDINATION

       

      Tenant
accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust,
ground lease(s) or other lien(s) now or subsequently arising upon the Premises,
the Building or the Property, and to renewals, modifications, refinancings and
extensions thereof (collectively referred to as a "Mortgage"). This clause shall
be self-operative, but no later than ten (10) business days after written
request from Landlord or any holder of a Mortgage (the "Mortgagee(s)"), Tenant shall
execute a commercially reasonable form of subordination non-disturbance and
attornment agreement .  As an alternative, a Mortgagee shall have the
right at any time to subordinate its Mortgage to this Lease.  No later
than ten (10) business days after written request by Landlord or any Mortgagee,
Tenant shall, without charge, attorn to any successor to Landlord’s interest in
this Lease.  Tenant hereby waives its rights under any current or
future Law which gives or purports to give Tenant any right to terminate or
otherwise adversely affect this Lease and the obligations of Tenant hereunder in
the event of any such foreclosure proceeding or sale.  Tenant's
failure to deliver such documents following an additional two (2) business day
cure period after notice shall constitute a default hereunder.


      
        
           


        

        
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      ARTICLE 27 - ESTOPPEL
CERTIFICATE

       

      Within
ten (10) business days following Landlord's written request, Tenant shall
execute and deliver to Landlord an estoppel certificate, in a form substantially
similar to the form of Exhibit F
attached hereto. Any such estoppel certificate delivered pursuant to this
Article 27 may be relied upon by any Mortgagee, beneficiary, purchaser or
prospective purchaser of any portion of the Property, as well as their
assignees.  Tenant's failure to deliver such estoppel certificate
following an additional two (2) business day cure period after notice shall
constitute a default hereunder.  Tenant's failure to deliver such
certificate within such time shall be conclusive upon Tenant that this Lease is
in full force and effect, without modification except as may be represented by
Landlord, that there are no uncured defaults in Landlord's performance, and that
not more than one (1) month's Rent has been paid in advance.

       

      ARTICLE 28 - RELOCATION OF
PREMISES

       

      Intentionally
Omitted.

       

      ARTICLE 29 - MORTGAGEE
PROTECTION

       

      If, in
connection with Landlord's obtaining or entering into any financing or ground
lease for any portion of the Building or Property, the lender or ground lessor
shall request modifications to this Lease, Tenant shall, within thirty (30) days
after request therefor, execute an amendment to this Lease including such
modifications, provided such modifications are reasonable, do not increase the
obligations of Tenant hereunder, or adversely affect the leasehold estate
created hereby or Tenant's rights hereunder. In the event of any default on the
part of Landlord, Tenant will give notice by registered or certified mail to any
beneficiary of a deed of trust or Mortgagee covering the Premises or ground
lessor of Landlord whose address shall have been furnished to Tenant, and shall
offer such beneficiary, Mortgagee or ground lessor a reasonable opportunity to
cure the default (including with respect to any such beneficiary or Mortgagee,
time to obtain possession of the Premises, subject to this Lease and Tenant's
rights hereunder, by power of sale or judicial foreclosure, if such should prove
necessary to effect a cure).

       

      ARTICLE 30 - QUIET
ENJOYMENT

       

      Landlord
covenants and agrees with Tenant that, upon Tenant performing all of the
covenants and provisions on Tenant's part to be observed and performed under
this Lease (including payment of Rent hereunder), Tenant shall have the right to
use and occupy the Premises in accordance with and subject to the terms and
conditions of this Lease as against all persons claiming by, through or under
Landlord. This covenant shall be binding upon Landlord and its successors only
during its or their respective periods of ownership of the
Building.

       

      ARTICLE 31 - MISCELLANEOUS
PROVISIONS

       

      31.1      Broker.  Landlord
and Tenant each represents to the other that it has not had any dealings with
any real estate broker, finder or intermediary with respect to this Lease, other
than the Brokers specified in the Summary.  Tenant shall indemnify,
protect, defend (by counsel reasonably approved in writing by Landlord) and hold
Landlord harmless from and against any and all claims, judgments, suits, causes
of action, damages, losses, liabilities and expenses (including attorneys' fees
and court costs) resulting from any breach by Tenant of the foregoing
representation, including, without limitation, any claims that may be asserted
against Landlord by any broker, agent or finder undisclosed by Tenant
herein.  Landlord shall indemnify, protect, and hold Tenant harmless
from and against any and all claims, judgments, suits, causes of action,
damages, losses, liabilities and expenses (including attorneys' fees and court
costs) resulting from any other brokers claiming to have represented Landlord in
connection with this Lease.  The foregoing indemnities shall survive
the expiration or earlier termination of this Lease.  Landlord shall
pay to the Brokers the brokerage fee, if any, pursuant to a separate written
agreement between Landlord and Brokers.

       

      31.2      Governing Law.  This
Lease shall be governed by, and construed pursuant to, the laws of the state in
which the Building is located.  Venue for any litigation between the
parties hereto concerning this Lease or the occupancy of the Premises shall be
initiated in the county in which the Premises are located.  Tenant
shall comply with all governmental and quasi-governmental laws, ordinances and
regulations applicable to the Building, Property and/or the Premises, and all
rules and regulations adopted pursuant thereto and all covenants, conditions and
restrictions applicable to and/or of record against the Building, Property
and/or the Site (individually, a "Law" and collectively, the
"Laws").

       

      31.3      Successors and
Assigns.  Subject to the provisions of Article 25 above, and
except as otherwise provided in this Lease, all of the covenants, conditions and
provisions of this Lease shall be binding upon, and shall inure to the benefit
of, the parties hereto and their respective heirs, personal representatives and
permitted successors and assigns; provided, however, no rights shall inure to
the benefit of any Transferee of Tenant unless the Transfer to such Transferee
is made in compliance with the provisions of Article 20, and no options or other
rights which are expressly made personal to the original Tenant hereunder or in
any rider attached hereto shall be assignable to or exercisable by anyone other
than the original Tenant under this Lease.


      
        
           


        

        
          -23-

          
            

          

        

        
           


        

      

       

      31.4      No Merger.  The
voluntary or other surrender of this Lease by Tenant or a mutual termination
thereof shall not work as a merger and shall, at the option of Landlord, either
(a) terminate all or any existing subleases, or (b) operate as an
assignment to Landlord of Tenant's interest under any or all such
subleases.

       

      31.5      Professional
Fees.  If either Landlord or Tenant should bring suit (or
alternate dispute resolution proceedings) against the other with respect to this
Lease, including for unlawful detainer, forcible entry and detainer, or any
other relief against the other hereunder, then all costs and expenses incurred
by the prevailing party therein (including, without limitation, its actual
appraisers', accountants', attorneys' and other professional fees, expenses and
court costs), shall be paid by the other party, including any and all costs
incurred in enforcing, perfecting and executing such judgment and all reasonable
costs and attorneys’ fees associated with any appeal.  Further, if for
any reason Landlord consults legal counsel or otherwise incurs any costs or
expenses as a result of its proper attempt to enforce the provisions of this
Lease against Tenant due to Tenant’s default, even though no litigation is
commenced, or if commenced is not pursued to final judgment, Tenant shall be
obligated to pay to Landlord, in addition to all other amounts for which Tenant
is obligated hereunder, all of Landlord’s reasonable costs and expenses incurred
in connection with any such acts, including attorneys’ fees incurred associated
with any appeal.

       

      31.6      Waiver.  The waiver
by either party of any breach by the other party of any term, covenant or
condition herein contained shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant and condition herein contained,
nor shall any custom or practice which may become established between the
parties in the administration of the terms hereof be deemed a waiver of, or in
any way affect, the right of any party to insist upon the performance by the
other in strict accordance with said terms.  No waiver of any default
of either party hereunder shall be implied from any acceptance by Landlord or
delivery by Tenant (as the case may be) of any Rent or other payments due
hereunder or any omission by the non-defaulting party to take any action on
account of such default if such default persists or is repeated, and no express
waiver shall affect defaults other than as specified in said
waiver.

       

      31.7      Terms and
Headings.  The words "Landlord" and "Tenant" as used herein
shall include the plural as well as the singular.  Words used in any
gender include other genders.  The Article and Section headings of
this Lease are not a part of this Lease and shall have no effect upon the
construction or interpretation of any part hereof.  Any deletion of
language from this Lease prior to its execution by Landlord and Tenant shall not
be construed to raise any presumption, canon of construction or implication,
including, without limitation, any implication that the parties intended thereby
to state the converse of the deleted language.  The parties hereto
acknowledge and agree that each has participated in the negotiation and drafting
of this Lease; therefore, in the event of an ambiguity in, or dispute regarding
the interpretation of, this Lease, the interpretation of this Lease shall not be
resolved by any rule of interpretation providing for interpretation against the
party who caused the uncertainty to exist or against the draftsman.

       

      31.8      Time.  Time is of
the essence with respect to performance of every provision of this Lease in
which time or performance is a factor.

       

      31.9      Business Day.  A
"business day" is Monday through Friday, excluding holidays observed by the
United States Postal Service and reference to 5:00 p.m. is to the time zone of
the recipient.  Whenever action must be taken (including the giving of
notice or the delivery of documents) under this Lease during a certain period of
time (or by a particular date) that ends (or occurs) on a non-business day, then
such period (or date) shall be extended until the immediately following business
day.

       

      31.10    Payments and
Notices.  All Rent and other sums payable by Tenant to Landlord
hereunder shall be paid to Landlord at the address designated in the Summary, or
to such other persons and/or at such other places as Landlord may hereafter
designate in writing.  Any notice required or permitted to be given
hereunder must be in writing and may be given by personal delivery (including
delivery by nationally recognized overnight courier or express mailing service),
or by registered or certified mail, postage prepaid, return receipt requested,
addressed to Tenant at the address(es) designated in the Summary, or to Landlord
at the address(es) designated in the Summary.  Either party may, by
written notice to the other, specify a different address for notice
purposes.  Notice given in the foregoing manner shall be deemed given
(i) upon confirmed transmission if sent by facsimile transmission, provided such
transmission is prior to 5:00 p.m. on a business day (if such transmission is
after 5:00 p.m. on a business day or is on a non-business day, such notice will
be deemed given on the following business day), (ii) when actually received or
refused by the party to whom sent if delivered by a carrier or personally served
or (iii) if mailed, on the day of actual delivery or refusal as shown by the
certified mail return receipt or the expiration of three (3) business days after
the day of mailing, whichever first occurs.

       

      31.11    Prior Agreements;
Amendments.  This Lease, including the Summary and all Exhibits
attached hereto, contains all of the covenants, provisions, agreements,
conditions and understandings between Landlord and Tenant concerning the
Premises and any other matter covered or mentioned in this Lease, and no prior
agreement or understanding, oral or written, express or implied, pertaining to
the Premises or any such other matter shall be effective for any
purpose.  No provision of this Lease may be amended or added to except
by an agreement in writing signed by the parties hereto or their respective
successors in interest.  The parties acknowledge that all prior
agreements, representations and negotiations are deemed superseded by the
execution of this Lease to the extent they are not expressly incorporated
herein.

       

      31.12    Separability.  The
invalidity or unenforceability of any provision of this Lease shall in no way
affect, impair or invalidate any other provision hereof, and such other
provisions shall remain valid and in full force and effect to the fullest extent
permitted by law.


      
        
           


        

        
          -24-

          
            

          

        

        
           


        

      

       

      31.13    Recording.  Neither
Landlord nor Tenant shall record this Lease or a short form memorandum of this
Lease.

       

      31.14    Accord and
Satisfaction.  No payment by Tenant or receipt by Landlord of a
lesser amount than the Rent payment herein stipulated shall be deemed to be
other than on account of the Rent, nor shall any endorsement or statement on any
check or any letter accompanying any check or payment as Rent be deemed an
accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such Rent or pursue any
other remedy provided in this Lease.  Tenant agrees that each of the
foregoing covenants and agreements shall be applicable to any covenant or
agreement either expressly contained in this Lease or imposed by any statute or
at common law.

       

      31.15    Financial
Statements.  Upon ten (10) days prior written request from
Landlord (which Landlord may make at any time during the Term including in
connection with Tenant's exercise of any Option in this Lease, but no more often
that two (2) times in any calendar year, other than in the event of a default by
Tenant during such calendar year or the exercise of any Option in such calendar
year, when such limitation shall not apply), Tenant shall deliver to Landlord
(a) the most recent financial statement of Tenant and any guarantor of this
Lease, and (b) financial statements of Tenant and such guarantor for the
two (2) years prior to the current financial statement year.  Such
statements shall be prepared in accordance with generally acceptable accounting
principles.

       

      31.16    No
Partnership.  Landlord does not, in any way or for any purpose,
become a partner of Tenant in the conduct of its business, or otherwise, or
joint venturer or a member of a joint enterprise with Tenant by reason of this
Lease.

       

      31.17    Force Majeure.  If
either party hereto shall be delayed or hindered in or prevented from the
performance of any act required hereunder by reason of strikes, lock-outs, labor
troubles, inability to procure materials, failure of power, governmental
moratorium or other governmental action or inaction (including, without
limitation, failure, refusal or delay in issuing permits, approvals and/or
authorizations), injunction or court order, riots, insurrection, war, terrorism,
bioterrorism, fire, earthquake, inclement weather including rain, flood or other
natural disaster or other reason of a like nature not the fault of the party
delaying in performing work or doing acts required under the terms of this Lease
(but excluding delays due to financial inability) (herein collectively, "Force Majeure Delay(s)"), then
performance of such act shall be excused for the period of the delay and the
period for the performance of any such act shall be extended for a period
equivalent to the period of such Force Majeure Delay.  The provisions
of this Section 31.17 shall not apply to nor operate to excuse either party from
any monetary obligations hereunder.

       

      31.18    Counterparts.  This
Lease may be executed in one or more counterparts, each of which shall
constitute an original and all of which shall be one and the same
agreement.

       

      31.19    Intentionally
Omitted.

       

      31.20    Tenant's
Authority.  If Tenant executes this Lease as a partnership,
corporation or limited liability company, then Tenant represents and warrants
that: (a) Tenant is a duly organized and existing partnership, corporation or
limited liability company, as the case may be, and is qualified to do business
in the state in which the Building is located; (b) such persons and/or entities
executing this Lease are duly authorized to execute and deliver this Lease on
Tenant's behalf; and (c) this Lease is binding upon Tenant in accordance with
its terms.  Tenant shall provide to Landlord a copy of any documents
reasonably requested by Landlord evidencing such qualification, organization,
existence and authorization within ten (10) days after Landlord's request.
Tenant represents and warrants to Landlord that Tenant is not, and the entities
or individuals constituting Tenant or which may own or control Tenant or which
may be owned or controlled by Tenant are not, (i) in violation of any Laws
relating to terrorism or money laundering, or (ii) among the individuals or
entities identified on any list compiled pursuant to Executive Order 13224 for
the purpose of identifying suspected terrorists or on the most current list
published by the U.S. Treasury Department Office of Foreign Assets Control at
its official website, http://www.treas.gov/ofac/tllsdn.pdf or any replacement
website or other replacement official publication of such list.

       

      31.21    Joint and Several
Liability.  If more than one person or entity executes this
Lease as Tenant: (a) each of them is and shall be jointly and severally liable
for the covenants, conditions, provisions and agreements of this Lease to be
kept, observed and performed by Tenant; and (b) the act or signature of, or
notice from or to, any one or more of them with respect to this Lease shall be
binding upon each and all of the persons and entities executing this Lease as
Tenant with the same force and effect as if each and all of them had so acted or
signed, or given or received such notice.

       

      31.22    No Option.  The
submission of this Lease for examination or execution by Tenant does not
constitute a reservation of or option for the Premises and this Lease shall not
become effective as a Lease until it has been executed by Landlord and delivered
to Tenant.

       

      31.23    Consents and
Approvals.  Any time the consent of Landlord or Tenant is
required under this Lease, such consent shall not be unreasonably withheld,
conditioned or delayed, and whenever this Lease grants Landlord or Tenant the
right to take action, exercise discretion, establish rules and regulations or
make an allocation or their determination, Landlord and Tenant shall act
reasonably and in good faith.  Notwithstanding the foregoing, Landlord
and Tenant shall grant or withhold its consent or exercise its discretion with
respect to matters for which there is a standard of consent or discretion
specifically set forth in this Lease in accordance with such specific
standards.


      
        
           


        

        
          -25-

          
            

          

        

        
           


        

      

       

      31.24           Options and Rights in
General.  Any option (each an "Option" and collectively, the
"Options"), including
without limitation, any option to extend, option to terminate, option to expand,
right to lease, right of first offer, and/or right of first refusal, granted to
Tenant is personal to the original Tenant executing this Lease or a Permitted
Transferee and may be exercised only by the original Tenant executing this Lease
while occupying the entire Premises and without the intent of thereafter
assigning this Lease or subletting the Premises or a Permitted Transferee and
may not be exercised or be assigned, voluntarily or involuntarily, by any person
or entity other than the original Tenant executing this Lease or a Permitted
Transferee.  The Options, if any, granted to Tenant under this Lease
are not assignable separate and apart from this Lease, nor may any Option be
separated from this Lease in any manner, either by reservation or
otherwise.  Tenant will have no right to exercise any Option,
notwithstanding any provision of the grant of option to the contrary, and
Tenant's exercise of any Option may be nullified by Landlord and deemed of no
further force or effect, if (i) Tenant is in default under the terms of this
Lease (or if Tenant would be in such default under this Lease but for the
passage of time or the giving of notice, or both) as of Tenant's exercise of the
Option in question or at any time after the exercise of any such Option and
prior to the commencement of the Option event, or (ii) Landlord has given Tenant
two (2) or more notices of default, whether or not such defaults are
subsequently cured, during any twelve (12) consecutive month period of this
Lease.  Each Option granted to Tenant, if any, is hereby deemed an
economic term which Landlord, in its sole and absolute discretion, may or may
not offer in conjunction with any future extensions of the Term.

       

      [NO
FURTHER TEXT ON THIS PAGE; SIGNATURES ON FOLLOWING PAGE]



      
        
           


        

        
          -26-

          
            

          

        

        
           


        

      


       

      IN
WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed the
date first above written.

      


      
        
          
            
              
                
                  	
                          Landlord:

                        
	 
      
	
                          LBA
      REALTY FUND III-COMPANY VII, LLC,

                        
	
                          a
      Delaware limited liability company

                        
	 
      
	
                          By:

                        	
                          LBA
      Realty Fund III, L.P.,

                        
	 
      	
                          a
      Delaware limited partnership,

                        
	 
      	
                          its
      sole Member and Manager

                        
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                          By:

                        	
                          LBA
      Management Company III, LLC,

                        
	 
      	 
      	
                          a
      Delaware limited liability company,

                        
	 
      	 
      	
                          its
      General Partner

                        
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                          By:

                        	
                          LBA
      Realty LLC,

                        
	 
      	 
      	 
      	
                          a
      Delaware limited liability company,

                        
	 
      	 
      	 
      	
                          its
      Manager

                        
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                          By:

                        	
                          LBA
      Inc.,

                        
	 
      	 
      	 
      	 
      	
                          a
      California corporation,

                        
	 
      	 
      	 
      	 
      	
                          its
      Managing Member

                        
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                          By:

                        	 
      
	 
      	 
      	 
      	 
      	
                          Name:

                        	 
      
	 
      	 
      	 
      	 
      	
                          Title:

                        	 
      


                

              

            

          

        

      

      


      
        
          
            
              
                	
                        Tenant:

                      
	 
      
	
                        WAFERGEN,
      INC.,

                      
	
                        a
      Delaware corporation

                      
	 
      	 
      
	
                        By:

                      	 
      
	
                        Name:

                      	 
      
	
                        Title:

                      	 
      


              

            

          

        

      

      


      
        For LBA
Office Use Only:  Prepared & Reviewed
by:  _______________________________

      


      
        
           


        

        
          -27-

          
            

          

        

        
           


        

      


      EXHIBIT
A

       

      PREMISES FLOOR
PLAN

       

      

       

      
        
          EXHIBIT
A  

        

        
          -1-

          
            

          

        

        
           


        

      

       

      EXHIBIT
B

       

      SITE
PLAN

       

      


      
        
           
EXHIBIT B

        

        
          -1-

          
            

          

        

        
           


        

      


      EXHIBIT
C

       

      WORK
LETTER

      (TENANT
BUILD W/ALLOWANCE)


       

      1.           TENANT
IMPROVEMENTS.  As used in the Lease and this Work Letter, the
term "Tenant
Improvements" or "Tenant
Improvement Work" or "Tenant's Work" means those
items of general tenant improvement construction shown on the Final Plans
(described in Section 4 below), more particularly described in Section 5
below.  Tenant shall complete the Tenant Improvements on or before
November 1, 2009.

       

      2.           WORK
SCHEDULE.  Prior to commencing construction, Tenant will
deliver to Landlord, for Landlord's review and approval, a schedule ("Work Schedule"), which will
set forth the timetable for the planning and completion of the installation of
the Tenant Improvements.

       

      3.           CONSTRUCTION
REPRESENTATIVES.  Landlord hereby appoints the following
person(s) as Landlord's representative ("Landlord's Representative") to
act for Landlord in all matters covered by this Work Letter:  Jessica
Henderson.

       

      Tenant
hereby appoints the following person(s) as Tenant's representative ("Tenant's Representative") to
act for Tenant in all matters covered by this Work Letter:  Lindsay
Nishiki.

       

      All
communications with respect to the matters covered by this Work Letter are to be
made to Landlord's Representative or Tenant's Representative, as the case may
be, in writing in compliance with the notice provisions of the
Lease.  Either party may change its representative under this Work
Letter at any time by written notice to the other party in compliance with the
notice provisions of the Lease.

       

      4.           TENANT
IMPROVEMENT PLANS

       

      (a)         Preparation
of Space Plans.  In accordance with the Work Schedule, Landlord
agrees to meet with Tenant's architect and/or space planner for the purpose of
promptly reviewing preliminary space plans for the layout of the Premises
prepared by Tenant ("Space
Plans").  The Space Plans are to be sufficient to convey the
architectural design of the Premises and layout of the Tenant Improvements
therein and are to be submitted to Landlord in accordance with the Work Schedule
for Landlord's approval.  If Landlord reasonably disapproves any
aspect of the Space Plans, Landlord will advise Tenant in writing of such
disapproval and the reasons therefor in accordance with the Work
Schedule.  Tenant will then submit to Landlord for Landlord's
approval, in accordance with the Work Schedule, a redesign of the Space Plans
incorporating the revisions reasonably required by Landlord.

       

      (b)         Preparation
of Final Plans.  Based on the approved Space Plans, and in
accordance with the Work Schedule, Tenant's architect will prepare complete
architectural plans, drawings and specifications and complete engineered
mechanical, structural and electrical working drawings for all of the Tenant
Improvements for the Premises (collectively, the "Final Plans").  The
Final Plans will show (a) the subdivision (including partitions and walls),
layout, lighting, finish and decoration work (including carpeting and other
floor coverings) for the Premises; (b) all internal and external communications
and utility facilities which will require conduiting or other improvements from
the base Building shell work and/or within common areas; and (c) all other
specifications for the Tenant Improvements.  The Final Plans will be
submitted to Landlord for signature to confirm that they are materially
consistent with the Space Plans.  If Landlord reasonably disapproves
any aspect of the Final Plans based on any material inconsistency with the Space
Plans, Landlord agrees to advise Tenant in writing of such disapproval and the
reasons therefor within the time frame set forth in the Work
Schedule.  In accordance with the Work Schedule, Tenant will then
cause Tenant's architect to redesign the Final Plans incorporating the revisions
reasonably requested by Landlord so as to make the Final Plans materially
consistent with the Space Plans.

       

      (c)         Requirements
of Tenant's Final Plans.  Tenant's Final Plans will include
locations and complete dimensions, and the Tenant Improvements, as shown on the
Final Plans, will:  (i) be compatible with the Building shell and with
the design, construction and equipment of the Building; (ii) if not comprised of
the Building standards set forth in the written description thereof (the "Standards"), then compatible
with and of at least equal quality as the Standards and reasonably approved by
Landlord; (iii) comply with all applicable laws, ordinances, rules and
regulations of all governmental authorities having jurisdiction, and all
applicable insurance regulations; (iv) not require Building service beyond the
level normally provided to other tenants in the Building and will not overload
the Building floors; and (v) be of a nature and quality consistent with the
overall objectives of Landlord for the Building, as determined by Landlord in
its reasonable but subjective discretion.

       

      (d)         Submittal
of Final Plans.  Once approved by Landlord and Tenant, Tenant's
architect will submit the Final Plans to the appropriate governmental agencies
for plan checking and the issuance of a building permit.  Tenant's
architect, with Landlord's cooperation, will make any changes to the Final Plans
which are requested by the applicable governmental authorities to obtain the
building permit.  After approval of the Final Plans no further changes
may be made without the prior written approval of both Landlord and Tenant, and
then only after agreement by Tenant to pay any excess costs resulting from the
design and/or construction of such changes or charged against the "Allowance"
described in Section 5 below.

       

      (e)         Changes
to Shell of Building.  If the Final Plans or any amendment
thereof or supplement thereto shall require changes in the Building shell, the
increased cost of the Building shell work caused by such changes will be paid
for by Tenant or charged against the "Allowance" described in Section 5
below.


      
        
          EXHIBIT
C  

        

        
          -1-

          
            

          

        

        
           


        

      

       

      (f)          Work Cost
Estimate and Statement.  Prior to the commencement of
construction of any of the Tenant Improvements shown on the Final Plans, Tenant
will submit to Landlord a written estimate of the cost to complete the Tenant
Improvement Work, which written estimate will be based on the Final Plans taking
into account any modifications which may be required to reflect changes in the
Final Plans required by the City or County in which the Premises are located
(the "Work Cost
Statement").  Tenant will have the right to purchase materials
and to commence the construction of the items included in the Work Cost
Statement pursuant to Section 6 hereof.  If the total costs reflected
in the Work Cost Statement exceed the Allowance described in Section 5 below,
Tenant agrees to pay such excess.

       

      5.           PAYMENT
FOR THE TENANT IMPROVEMENTS

       

      (a)           Allowance.  Landlord
hereby grants to Tenant an Allowance as referenced in the
Summary.  The Allowance is to be used for all hard and soft costs
incurred by Tenant in connection with the Tenant Improvements, including without
limitation the following:

       

      (i)           Payment
of the cost of preparing the Space Plans and the Final Plans, including
mechanical, electrical, plumbing and structural drawings and of all other
aspects necessary to complete the Final Plans.  The Allowance will not
be used for the payment of extraordinary design work not consistent with the
scope of the Standards (i.e., above-standard design work) or for payments to any
other consultants, designers or architects other than Landlord's architect
and/or Tenant's architect.

       

      (ii)          The
payment of plan check, permit and license fees relating to construction of the
Tenant Improvements.

       

      (iii)         Construction
of the Tenant Improvements, including, without limitation, the
following:

       

      (aa)           Installation
within the Premises of all partitioning, doors, floor coverings, ceilings, wall
coverings and painting, millwork and similar items;

       

      (bb)           All
electrical wiring, lighting fixtures, outlets and switches, and other electrical
work necessary for the Premises;

       

      (cc)           The
furnishing and installation of all duct work, terminal boxes, diffusers and
accessories necessary for the heating, ventilation and air conditioning systems
within the Premises, including the cost of meter and key control for after-hour
air conditioning;

       

      (dd)           Any
additional improvements to the Premises required for Tenant's use of the
Premises including, but not limited to, odor control, special heating,
ventilation and air conditioning, noise or vibration control or other special
systems or improvements;

       

      (ee)           All
fire and life safety control systems such as fire walls, sprinklers, halon, fire
alarms, including piping, wiring and accessories, necessary for the
Premises;

       

      (ff)           All
plumbing, fixtures, pipes and accessories necessary for the
Premises;

       

      (gg)           Testing
and inspection costs, construction and project management; and

       

      (hh)           Fees
and costs attributable to general conditions associated with the construction of
the Tenant Improvements plus a two percent (2%) construction administration fee
("Construction Administration
Fee") to cover the services of Landlord's tenant improvement
coordinator.

       

      (b)         Excess
Costs.  The cost of each item referenced in Section 5(a) above
shall be charged against the Allowance.  If the work cost exceeds the
Allowance, Tenant shall be solely responsible for payment of all excess costs,
including the Construction Administration Fee, which fee shall be paid to
Landlord within five (5) business days after invoice therefor.  In no
event will the Allowance be used to pay for Tenant's furniture, artifacts,
equipment, telephone systems or any other item of personal property which is not
affixed to the Premises.  Notwithstanding the foregoing, to the extent
any portion of the Allowance remains unused following the completion of the
Tenant Improvements, so long as Tenant is not in default under this Lease,
Tenant shall be entitled to apply any such unused portion of the Allowance
towards the cost of Tenant's fixtures, furniture and equipment, up to a maximum
of $2.00 per rentable square foot of the Premises.

       

      (c)         Changes.  Any
changes to the Final Plans will be approved by Landlord and Tenant in the manner
set forth in Section 4 above.  Tenant shall be solely responsible for
any additional costs associated with such changes including the Construction
Administration Fee, which fee shall be paid to Landlord within five (5) business
days after invoice therefor or charged against the "Allowance".

       

      (d)         Governmental
Cost Increases.  If increases in the cost of the Tenant
Improvements as set forth in the Work Cost Statement are due to requirements of
any governmental agency, Tenant shall be solely responsible for such additional
costs including the Construction Administration Fee, which fee shall be paid to
Landlord within five (5) business days after invoice therefor; provided,
however, that Landlord will first apply toward any such increase any remaining
balance of the Allowance.


      
        
          EXHIBIT C  

        

        
          -2-

          
            

          

        

        
           


        

      

       

      (e)         Unused
Allowance Amounts.  Subject to Section 5(b) above, any unused
portion of the Allowance upon completion of the Tenant Improvements will not be
refunded to Tenant or be available to Tenant as a credit against any obligations
of Tenant under the Lease.

       

      (f)          Disbursement
of the Allowance.  Provided Tenant is not in default following
the giving of notice and passage of any applicable cure period under the Lease
or this Work Letter, Landlord shall disburse the Allowance to Tenant to
reimburse Tenant for the actual construction costs which Tenant incurs in
connection with the construction of the Tenant Improvements in accordance with
the following:

       

      (i)           Twenty-five
percent (25%) of the Allowance shall be disbursed to Tenant when Landlord shall
have received "Evidence of Completion and Payment" as to fifty percent (50%) of
Tenant's Work having been completed and paid for by Tenant as described
hereinbelow;

       

      (ii)           Fifty
percent (50%) of the Allowance shall be disbursed to Tenant when Landlord shall
have received "Evidence of Completion and Payment" as to seventy-five percent
(75%) of Tenant's Work having been completed and paid for by Tenant as described
hereinbelow;

       

      (iii)           Fifteen
percent (15%) of the Allowance shall be disbursed to Tenant when Landlord shall
have received "Evidence of Completion and Payment" as to ninety percent (90%) of
Tenant's Work having been completed and paid for by Tenant as described
hereinbelow;

       

      (iv)           The
final ten percent (10%) of the Allowance shall be disbursed to Tenant when
Landlord shall have received "Evidence of Completion and Payment" as to one
hundred percent (100%) of Tenant's Work having been completed and paid for by
Tenant as described hereinbelow and satisfaction of the items described in
subparagraph (vi) below;

       

      (v)           As
to each phase of completion of Tenant's Work described in subparagraphs (i)
through (iv) above, the appropriate portion of the Allowance shall be disbursed
to Tenant only when Landlord has received the following "Evidence of Completion and
Payment":

       

      (A)           Tenant
has delivered to Landlord a draw request ("Draw Request") in a form
reasonably satisfactory to Landlord and Landlord's lender with respect to the
Improvements specifying that the requisite portion of Tenant's Work has been
completed, together with invoices, receipts and bills evidencing the costs and
expenses set forth in such Draw Request and evidence of payment by Tenant for
all costs which are payable in connection with such Tenant's Work covered by the
Draw Request.  The Draw Request shall constitute a representation by
Tenant that the Tenant's Work identified therein has been completed in a good
and workmanlike manner and in material accordance with the Final Plans and the
Work Schedule and has been paid for;

       

      (B)           The
architect for the Tenant Improvements has certified to Landlord that the Tenant
Improvements have been completed to the level indicated in the Draw Request in
material accordance with the Final Plans;

       

      (C)           Tenant
has delivered to Landlord such other evidence of Tenant's payment of the general
contractor and subcontractors for the portions of Tenant's Work covered by the
Draw Request and the absence of any liens generated by such portions of the
Tenant's Work as may be required by Landlord (i.e., either unconditional lien
releases in accordance with California Civil Code Section 3262 or release
bond(s) in accordance with California Civil Code Sections 3143 and
3171);

       

      (D)           Landlord
or Landlord's architect or construction representative has inspected the Tenant
Improvements and determined that the portion of Tenant's Work covered by the
Draw Request has been completed in a good and workmanlike manner;

       

      (iv)           The
final disbursement of the balance of the Allowance shall be disbursed to Tenant
only when Landlord has received Evidence of Completion and Payment as to all of
Tenant's Work as provided hereinabove and the following conditions have been
satisfied:

       

      (A)           Thirty-five
(35) days shall have elapsed following the filing of a valid notice of
completion by Tenant for the Tenant Improvements;

       

      (B)           A
certificate of occupancy for the Tenant Improvements and the Premises has been
issued by the appropriate governmental body;

       

      (C)           Tenant
has delivered to Landlord:  (i) properly executed mechanics lien
releases from all of Tenant's contractors, agents and suppliers in compliance
with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3)
or Section 3262(d)(4), which lien releases shall be conditional with respect to
the then-requested payment amounts and unconditional with respect to payment
amounts previously disbursed by Landlord; (ii) an application and certificate
for payment (AIA form G702-1992 or equivalent) signed by Tenant's
architect/space planner; (iii) original stamped building permit plans; (iv) copy
of the building permit; (v) original stamped building permit inspection card
with all final sign-offs; (vi) a reproducible copy (in a form reasonably
approved by Landlord) of the "as-built" drawings of the Tenant Improvements;
(vii) warranty letters from Tenant's contractors as provided in Section 8(o)
below; (viii) manufacturer's warranties and operating instructions; (ix) final
punchlist completed and signed off by Tenant's architect/space planner; and (x)
an acceptance of the Premises signed by Tenant;


      
        
          EXHIBIT C  

        

        
          -3-

          
            

          

        

        
           


        

      

       

      (D)           Tenant
has delivered to Landlord evidence satisfactory to Landlord that all
construction costs in excess of the Allowance have been paid for by
Tenant.

       

      Notwithstanding
anything to the contrary contained hereinabove, all disbursements of the
Allowance shall be subject to the prior deduction of the portion of the
Construction Administration Fee allocable to the Tenant Improvements described
in the applicable Draw Request.

       

      (g)         Books and
Records.  At its option, Landlord, at any time within three (3)
years after final disbursement of the Allowance to Tenant, and upon at least ten
(10) days prior written notice to Tenant, may cause an audit to be made of
Tenant's books and records relating to Tenant's expenditures in connection with
the construction of the Tenant Improvements.  Tenant shall maintain
complete and accurate books and records in accordance with generally accepted
accounting principles of these expenditures for at least three (3)
years.  Tenant shall make available to Landlord's auditor at the
Premises within ten (10) business days following Landlord's notice requiring the
audit, all books and records maintained by Tenant pertaining to the construction
and completion of the Tenant Improvements.  In addition to all other
remedies which Landlord may have pursuant to the Lease, Landlord may recover
from Tenant the reasonable cost of its audit if the audit discloses that Tenant
falsely reported to Landlord expenditures which were not in fact made or falsely
reported a material amount of any expenditure or the aggregate
expenditures.

       

      6.           CONSTRUCTION
OF TENANT IMPROVEMENTS.  Following Landlord's approval of the
Final Plans and the Work Cost Statement described in Section 4(f) above,
Tenant's contractor (selected as provided in Section 8(n)) will commence and
diligently proceed with the construction of the Tenant
Improvements.  Tenant shall use diligent efforts to cause its
contractor to complete the Tenant Improvements in a good and workmanlike manner
in material accordance with the Final Plans and the Work
Schedule.  Tenant agrees to use diligent efforts to cause construction
of the Tenant Improvements to commence promptly following the issuance of a
building permit for the Tenant Improvements.  Landlord shall have the
right to enter upon the Premises to inspect Tenant's construction activities
following reasonable advance notice Tenant.

       

      7.           DELIVERY
OF POSSESSION; TERM AND COMMENCEMENT DATE

       

      (a)         Delivery
of Possession.  Landlord agrees to use its commercially
reasonable efforts to deliver possession of the Premises to Tenant on or before
November 1, 2009 (the "Scheduled Turnover
Date").  Tenant agrees that if Landlord is unable to deliver
possession of the Premises to Tenant on or prior to the Scheduled Turnover Date
specified in the Basic Lease Information section of the Lease, the Lease will
not be void or voidable, nor will Landlord be liable to Tenant for any loss or
damage resulting therefrom.  The actual date upon which Landlord turns
over possession of the Premises to Tenant is the "Turnover
Date."  Notwithstanding anything to the contrary contained
herein, if the Turnover Date has not occurred on or before November 15, 2009,
then Tenant shall have the right thereafter to cancel this Lease, and upon such
cancellation, Landlord shall return all sums theretofore deposited by Tenant
with Landlord, and neither party shall have any further liability to the
other.

       

      (b)         Commencement
Date.  The Term of the Lease and Tenant's obligation to pay
rent will commence upon the earlier of substantial completion of the Tenant
Improvements (as defined below in Section 7(c)) below or the Turnover Date (the
"Commencement
Date").

       

      (c)         Substantial
Completion; Punch-List.  For purposes of Section 8(b) above,
the Tenant Improvements will be deemed to be "substantially completed" when
Tenant's contractor certifies in writing to Landlord and Tenant that
Tenant  has substantially performed all of the Tenant Improvement Work
required to be performed by Tenant under this Work Letter, other than decoration
and minor "punch-list" type items and adjustments which do not materially
interfere with Tenant's use of the Premises; and Tenant has obtained a temporary
certificate of occupancy or other required equivalent approval from the local
governmental authority permitting occupancy of the Premises.  Within
ten (10) days after receipt of such certificates, Tenant and Landlord will
conduct a walk-through inspection of the Premises and Landlord shall provide to
Tenant a written punch-list specifying those decoration and other punch-list
items which require completion, which items Tenant will thereafter diligently
complete.

       

      8.           MISCELLANEOUS
CONSTRUCTION COVENANTS

       

      (a)         No
Liens.  Tenant shall not allow the Tenant Improvements or the
Building or any portion thereof to be subjected to any mechanic's, materialmen's
or other liens or encumbrances arising out of the construction of the Tenant
Improvements.

       

      (b)         Diligent
Construction.  Tenant will promptly, diligently and
continuously pursue construction of the Tenant Improvements to successful
completion in material compliance with the Final Plans, the Work Schedule and
this Work Letter.  Landlord and Tenant shall cooperate with one
another during the performance of Tenant's Work to effectuate such work in a
timely and compatible manner.

       

      (c)         Compliance
with Laws.  Tenant will construct the Tenant Improvements in a
safe and lawful manner.  Tenant shall, at its sole cost and expense,
comply with all applicable laws and all regulations and requirements of, and all
licenses and permits issued by, all municipal or other governmental bodies with
jurisdiction which pertain to the installation of the Tenant
Improvements.  Copies of all filed documents and all permits and
licenses shall be provided to Landlord.  Any portion of the Tenant
Improvements which is not acceptable to any applicable governmental body, agency
or department, or not reasonably satisfactory to Landlord, shall be promptly
repaired or replaced by Tenant at Tenant's expense.  Notwithstanding
any failure by Landlord to object to any such Tenant Improvements, Landlord
shall have no responsibility therefor.


      
        
          EXHIBIT C  

        

        
          -4-

          
            

          

        

        
           


        

      

       

      (d)         Indemnification.  Subject
to the terms of the Lease regarding insurance and waiver of subrogation by the
parties, Tenant hereby indemnifies and agrees to defend and hold Landlord, the
Premises and the Building harmless from and against any and all suits, claims,
actions, losses, costs or expenses of any nature whatsoever, together with
reasonable attorneys' fees for counsel of Landlord's choice, arising out of or
in connection with the Tenant Improvements or the performance of Tenant's Work
(including, but not limited to, claims for breach of warranty, worker's
compensation, personal injury or property damage, and any materialmen's and
mechanic's liens).

       

      (e)         Insurance.  Construction
of the Tenant Improvements shall not proceed without Tenant or it’s general
contractor first acquiring workers' compensation and commercial general
liability insurance and property damage insurance as well as "All Risks"
builders' risk insurance, with minimum coverage of $2,000,000 or such other
amount as may be approved by Landlord in writing and issued by an insurance
company reasonably satisfactory to Landlord.  Before commencing the
construction of the Tenant Improvements, certificates of such insurance shall be
furnished to Landlord or, if requested, the original policies thereof shall be
submitted for Landlord's approval.  All such policies shall provide
that thirty (30) days prior notice must be given to Landlord before
modification, termination or cancellation.  All insurance policies
maintained by Tenant pursuant to this Work Letter shall name Landlord and any
lender with an interest in the Premises as additional insureds and comply with
all of the applicable terms and provisions of the Lease relating to
insurance.  Tenant's contractor shall be required to maintain the same
insurance policies as Tenant, and such policies shall name Tenant, Landlord and
any lender with an interest in the Premises as additional insureds.

       

      (f)          Construction
Defects.  Landlord shall have no responsibility for the Tenant
Improvements or any defects in the Tenant Improvements that may appear during or
after the completion thereof whether the same shall affect the Tenant
Improvements in particular or any parts of the Premises in general.

       

      (g)         Additional
Services.  If the construction of the Tenant Improvements shall
require that additional services or facilities (including, but not limited to,
hoisting, cleanup or other cleaning services, trash removal, field supervision,
or ordering of materials) be provided by Landlord, then Tenant shall pay
Landlord for such items at Landlord's cost or at a reasonable charge if the item
involves time of Landlord's personnel only.  Electrical power and
heating, ventilation and air conditioning shall be available to Tenant during
normal business hours for construction purposes at no charge to
Tenant.

       

      (h)         Coordination
of Labor.  All of Tenant's contractors, subcontractors,
employees, servants and agents must work in harmony with and shall not interfere
with any labor employed by Landlord, or Landlord's contractors or by any other
tenant or its contractors with respect to the any portion of the
Property.  Nothing in this Work Letter shall, however, require Tenant
to use union labor.

       

      (i)           Work in
Adjacent Areas.  Any work to be performed in areas adjacent to
the Premises shall be performed only after obtaining Landlord's express written
permission, which shall not be unreasonably withheld, conditioned or delayed,
and shall be done only if an agent or employee of Landlord is present; Tenant
will reimburse Landlord for the expense of any such employee or
agent.

       

      (j)           HVAC
Systems.  Tenant agrees to be entirely responsible for the
maintenance or the balancing of any heating, ventilating or air conditioning
system installed by Tenant and/or maintenance of the electrical or plumbing work
installed by Tenant and/or for maintenance of lighting fixtures, partitions,
doors, hardware or any other installations made by Tenant.

       

      (k)         Coordination
with Lease.  Nothing herein contained shall be construed as (i)
constituting Tenant as Landlord's agent for any purpose whatsoever, or (ii) a
waiver by Landlord or Tenant of any of the terms or provisions of the
Lease.  Any default by Tenant following the giving of notice and the
passage of any applicable cure period with respect to any portion of this Work
Letter shall be deemed a breach of the Lease for which Landlord shall have all
the rights and remedies as in the case of a breach of said Lease.

       

      (l)           Approval
of Plans.  Landlord will not check Tenant drawings for building
code compliance.  Approval of the Final Plans by Landlord is not a
representation that the drawings are in compliance with the requirements of
governing authorities, and it shall be Tenant's responsibility to meet and
comply with all federal, state, and local code requirements.  Approval
of the Final Plans does not constitute assumption of responsibility by Landlord
or its architect for their accuracy, sufficiency or efficiency, and Tenant shall
be solely responsible for such matters.

       

      (m)        Tenant's
Deliveries.  Tenant shall deliver to Landlord, at least five
(5) days prior to the commencement of construction of Tenant's Work, the
following information:

       

      (i)           The
names, addresses, telephone numbers, and primary contacts for the general,
mechanical and electrical contractors Tenant intends to engage in the
performance of Tenant's Work; and

       

      (ii)           The
date on which Tenant's Work will commence, together with the estimated dates of
completion of Tenant's construction and fixturing work.

       

      (n)         Qualification
of Contractors.  Once the Final Plans have been proposed and
approved, Tenant shall select and retain a contractor and subcontractors subject
to prior written approval by Landlord (which approval shall not be unreasonably
withheld) for the construction of the Tenant Improvement Work in accordance with
the Final Plans.  All contractors engaged by Tenant shall be bondable,
licensed contractors, possessing good labor relations, capable of performing
quality workmanship and working in harmony with Landlord' s general contractor
and other contractors on the job, if any, all as determined by Landlord. All
work shall be coordinated with general construction work on the Site, if
any.


      
        
          EXHIBIT C  

        

        
          -5-

          
            

          

        

        
           


        

      

       

      (o)         Warranties.  Tenant
shall cause its contractor to provide warranties for not less than one (1) year
(or such shorter time as may be customary and available without additional
expense to Tenant) against defects in workmanship, materials and equipment,
which warranties shall run to the benefit of Landlord or shall be assignable to
Landlord to the extent that Landlord is obligated to maintain any of the
improvements covered by such warranties.

       

      (p)         Landlord's
Performance of Work.  Within ten (10) working days after
receipt of Landlord's notice of Tenant's failure to perform its obligations
under this Work Letter, if Tenant shall fail to commence to cure such failure,
Landlord shall have the right, but not the obligation, to perform, on behalf of
and for the account of Tenant, subject to reimbursement of the cost thereof by
Tenant, any and all of Tenant's Work which Landlord determines, in its
reasonable discretion, should be performed immediately and on an emergency basis
for the best interest of the Premises including, without limitation, work which
pertains to structural components, mechanical, sprinkler and general utility
systems, roofing and removal of unduly accumulated construction material and
debris; provided, however, Landlord shall use reasonable efforts to give Tenant
at least ten (10) days prior notice to the performance of any of Tenant's
Work.

       

      (q)         As-Built
Drawings.  Tenant shall cause "As-Built Drawings" (excluding
furniture, fixtures and equipment) to be delivered to Landlord and/or Landlord's
representative no later than sixty (60) days after the completion of Tenant's
Work.  In the event these drawings are not received by such date,
Landlord may, at its election, cause said drawings to be obtained and Tenant
shall pay to Landlord, as additional rent, the cost of producing these
drawings.


      
        
          EXHIBIT C  

        

        
          -6-

          
            

          

        

        
           


        

      


      EXHIBIT
D

       

      NOTICE OF LEASE TERM
DATES

      Date:

      


      To:

      


      
        	
                Re:

              	
                ______________
      dated _____________ ("Lease") by and between __________________, a
      ______________________ ("Landlord"), and _________________________, a
      _____________ ("Tenant") for the premises commonly known as,
      ______________________________("Premises").

              


      

       

      Dear
:

       

      In
accordance with the above-referenced Lease, we wish to advise and/or confirm as
follows:

       

      
        	
                ·

              	
                That
      Tenant has accepted and is in possession of the Premises and acknowledges
      the following:

              


      

      


      
        
          	
                       
      ·         Term of the
      Lease:

                	 
      
	
                       
      ·         Commencement
      Date:

                	 
      
	
                       
      ·         Expiration
      Date:

                	 
      
	
                       
      ·         Rentable Square
      Feet:

                	 
      
	
                       
      ·         Tenant’s
      Percentage of Building:

                	
                  %

                


        

      

       

      
        	
                ·

              	
                That
      in accordance with the Lease, rental payments will/has commence(d) on
      _______________ and rent is payable in accordance with the following
      schedule:

              


      

      


      
        
          
            	
                    Months

                  	 	
                    
                    

                    Monthly
      Base Rent

                  	 
	
                    00/00/0000
      – 00/00/0000

                  	 	$	00,000.00	 
	
                    00/00/0000
      – 00/00/0000

                  	 	$	00,000.00	 
	
                    00/00/0000
      – 00/00/0000

                  	 	$	00,000.00	 


          

        

      

       

      
        	
                ·

              	
                Rent
      is due and payable in advance on the first day of each and every month
      during the Term of the Lease.

              


      

      


      
        
          	
                  ·

                	
                  Your
      rent checks should be made payable to:

                	
                  _________________________________

                
	 	 	
                  _________________________________ 

                
	 	 	_________________________________


        

      

       

      ACCEPTED
AND AGREED

      


      
        
          
            	
                    TENANT:

                     

                    __________________________________

                    a,
      ________________________________

                     

                    By:
      __________________________________

                    Print
      Name: ____________________________

                    Its:
      __________________________________

                  	
                    LANDLORD:

                     

                    __________________________________

                    a,
      ________________________________

                     

                    By:
      __________________________________

                     

                  


          

        

      

       

      
        
          EXHIBIT D  

        

        
          -1-

          
            

          

        

        
           


        

      


      EXHIBIT
E

       

      RULES AND
REGULATIONS

       

      1.           Tenant
shall not place anything or allow anything to be placed near the glass of any
window, door, partition or wall which may appear unsightly from outside the
Premises.  No awnings or other projection shall be attached to the
outside walls of the Building without the prior written consent of
Landlord.  No curtains, blinds, shades or screens shall be attached to
or hung in, or used in connection with, any window or door of the Premises,
other than Building standard materials, without the prior written consent of
Landlord.

       

      2.           Tenant
shall not obstruct any sidewalks, halls, passages, exits, entrances, elevators,
escalators or stairways of the Building.  The halls, passages, exits,
entrances, elevators, escalators and stairways are not for the general public,
and Landlord shall in all cases retain the right to control and prevent access
thereto of all persons whose presence in the reasonable judgment of Landlord
would be prejudicial to the safety, character, reputation and interests of the
Building; provided, that nothing herein contained shall be construed to prevent
such access to persons with whom any tenant normally deals in the ordinary
course of its business, unless such persons are engaged in illegal
activities.  Tenant and no employee, invitee, agent, licensee or
contractor of Tenant shall go upon or be entitled to use any portion of the roof
of the Building without the prior written consent of Landlord.

       

      3.           Tenant
shall not cause any unnecessary janitorial labor by carelessness or indifference
to the good order and cleanliness of the Premises.  Landlord shall not
in any way be responsible to Tenant for loss of property on the Premises,
however occurring, or for any damage to Tenant's property by any janitors or any
other employee or any other person.

       

      4.           Landlord
will furnish Tenant, free of charge, with two keys to each door lock in the
Premises.  Landlord may impose a reasonable charge for any additional
keys.  Tenant may not make or have made additional keys, and Tenant
shall not alter any lock or install a new additional lock or bolt on any door or
window of its Premises.  Tenant, upon termination of its tenancy,
shall deliver to Landlord the keys of all doors which have been furnished to, or
otherwise procured by Tenant, and, in the event of loss of any keys, shall pay
Landlord the cost of replacing the same or of changing the lock or locks opened
by such lost key if Landlord shall deem it necessary to make such
change.

       

      5.           Intentionally
Omitted.

       

      6.           Tenant
shall not place a load upon any floor of the Premises which exceeds the load per
square foot which such floor was designed to carry and which is allowed by
Law.  Heavy objects, if such objects are considered necessary by
Tenant, as determined by Landlord, shall stand on such platforms as determined
by Landlord to be necessary to properly distribute the
weight.  Business machines and mechanical equipment which cause noise
or vibration that may be transmitted to the structure of the Building or to any
space therein to such a degree as to be objectionable to Landlord, shall be
placed and maintained by Tenant, at Tenant's expense, on vibration eliminators
or other devices sufficient to eliminate noise or vibration.  Landlord
will not be responsible for loss of, or damage to, any such equipment or other
property from any cause, and all damage done to the Building by maintaining or
moving such equipment or other property shall be repaired at the expense of
Tenant.

       

      7.           Tenant
shall not use or keep in the Premises any kerosene, gasoline or inflammable or
combustible fluid or material other than those limited quantities necessary for
the operation or maintenance of office equipment.  Tenant shall not
use or permit to be used in the Premises any foul or noxious gas or substance,
or permit or allow the Premises to be occupied or used in a manner offensive or
objectionable to Landlord by reason of noise, odors or vibrations, nor shall
Tenant bring into or keep in or about the Premises any birds or
animals.

       

      8.           Intentionally
Omitted.

       

      9.           Landlord
reserves the right from time to time, in Landlord's sole and absolute
discretion, exercisable without prior notice and without liability to Tenant,
to:  (a) name or change the name of the Building or Property;
(b) change the address of the Building, and/or (c) install, replace or
change any signs in, on or about the Property (except for Tenant's signs, if
any, which are expressly permitted by the Lease).

       

      10.         Landlord
reserves the right to exclude from the Building between the hours of 6:00 p.m.
and 7:00 a.m., or such other hours as may be reasonably established from time to
time by Landlord, and on legal holidays, any person unless that person is known
to the person or employee in charge of the Building and has a pass or is
properly identified.  Landlord shall not be liable for damages for any
error with regard to the admission to or exclusion from the Building of any
person.  Tenant shall be responsible for all persons for whom it
requests passes and shall be liable to Landlord for all acts of such
persons.  Landlord reserves the right to prevent access to the
Building in case of invasion, mob, riot, public excitement or other commotion by
closing the doors or by other appropriate action.


      
        
          EXHIBIT E  

        

        
          -1-

          
            

          

        

        
           


        

      

       

      11.         The
toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used
for any purpose other than that for which they were constructed, and no foreign
substances of any kind whatsoever shall be thrown therein.

       

      12.         Tenant
shall not install any radio or television antenna, loudspeaker or other device
on the roof or exterior walls of the Building without the prior written consent
of Landlord.  Tenant shall not interfere with radio or television
broadcasting or reception from or in the Building or elsewhere.

       

      13.         Except
as expressly permitted in the Lease, Tenant shall not mark, drive nails, screw
or drill into the partitions, window mullions, woodwork or drywall, or in any
way deface the Premises or any part thereof, except to install normal wall
hangings.  Tenant shall repair any damage resulting from noncompliance
under this rule.

       

      14.         Tenant
shall store all its trash and garbage within the trash receptacles for the
Building or Property.  All garbage and refuse disposal shall be made
in accordance with directions reasonably issued from time to time by
Landlord.

       

      15.         Other
than as permitted elsewhere in the Lease, the Premises shall not be used for the
storage of merchandise held for sale to the general public, or for lodging of
any kind.  No cooking shall be done or permitted by Tenant on the
Premises, except that use by Tenant of Underwriters' Laboratory-approved
equipment for brewing coffee, tea, hot chocolate and similar beverages shall be
permitted and the use of a microwave shall be permitted, provided that such
equipment and use is in accordance with all applicable federal, state, county
and city laws, codes, ordinances, rules and regulations.

       

      16.         Tenant
shall not use in any space, elevators or stairwells of the Building, any hand
trucks except those equipped with rubber tires and side guards, or such other
material-handling equipment as Landlord may approve.  Tenant shall not
bring any other vehicles of any kind into the Building.

       

      17.         Tenant
shall not use the name of the Building in connection with, or in promoting or
advertising, the business of Tenant, except for Tenant's address.

       

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

       

      19.         Tenant
assumes any and all responsibility for protecting its Premises from theft,
robbery and pilferage.  Such responsibility shall include keeping
doors locked and other means of entry to the Premises closed.

       

      20.         Landlord
reserves the right to make such other and reasonable non-discriminatory Rules
and Regulations as, in its judgment, may from time to time be needed for safety,
security, care and cleanliness of the Building or Property and for the
preservation of good order therein.  Tenant agrees to abide by all
such Rules and Regulations hereinabove stated and any additional reasonable
rules and regulations which are adopted.

       

      21.         Tenant
shall be responsible for the observance of all of the foregoing rules by
Tenant's  Parties.

       

      22.         Tenant
shall not lay linoleum, tile, carpet or other similar floor covering so that the
same shall be affixed to the floor of the Premises in any manner except by a
paste, or other material which may easily be removed with water, the use of
cement or other similar adhesive materials being expressly
prohibited.  The method of affixing any such linoleum, tile, carpet or
other similar floor covering shall be subject to the approval of
Landlord.  The expense of repairing any damage resulting from a
violation of this rule shall be borne by Tenant.

       

      23.         Tenant
shall not without Landlord's consent, which may be given or withheld in
Landlord's sole and absolute discretion, receive, store, discharge, or transport
firearms, ammunition, or weapons or explosives of any kind or nature at, on or
from the Premises.

       

      PARKING RULES AND
REGULATIONS

       

      In
addition to any parking provisions contained in the Lease, the following rules
and regulations shall apply with respect to the use of the Property's parking
facilities.

       

      1.           Every
parker is required to park and lock his/her own vehicle.  All
responsibility for damage to or loss of vehicles is assumed by the parker and
Landlord shall not be responsible for any such damage or loss by water, fire,
defective brakes, the act or omissions of others, theft, or for any other
cause.

       

      2.           Tenant
shall not park or permit its employees to park in any parking areas designated
by Landlord as areas for parking by visitors to the Property.  Tenant
shall not leave vehicles in the parking areas longer than 48 hours nor park any
vehicles in the parking areas other than automobiles, motorcycles, motor driven
or non-motor driven bicycles or four wheeled trucks.


      
        
          EXHIBIT E  

        

        
          -2-

          
            

          

        

        
           


        

      

       

      3.           Parking
stickers or any other device or form of identification supplied by Landlord as a
condition of use of the parking facilities shall remain the property of
Landlord.  Such parking identification device must be displayed as
requested and may not be mutilated in any manner.  The serial number
of the parking identification device may not be obliterated.  Devices
are not transferable and any device in the possession of an unauthorized holder
will be void.

       

      4.           No
extended term storage of vehicles shall be permitted.

       

      5.           Vehicles
must be parked entirely within painted stall lines of a single parking
stall.

       

      6.           All
directional signs and arrows must be observed.

       

      7.           The
speed limit within all parking areas shall be five (5) miles per
hour.

       

      8.           Parking
is prohibited:  (a) in areas not striped for parking; (b) in aisles;
(c) where "no parking" signs are posted; (d) on ramps; (e) in cross-hatched
areas; and (f) in reserved spaces and in such other areas as may be designated
by Landlord or Landlord's parking operator.

       

      9.           Loss
or theft of parking identification devices, if any, must be reported to
Landlord's property manager immediately, and a lost or stolen report must be
filed by the Tenant or user of such parking identification device at the
time.  Landlord has the right to exclude any vehicle from the parking
facilities that does not have an identification device.

       

      10.           Any
parking identification devices reported lost or stolen found on any unauthorized
car will be confiscated and the illegal holder will be subject to
prosecution.

       

      11.           Washing,
waxing, cleaning or servicing of any vehicle in any area not specifically
reserved for such purpose is prohibited.

       

      12.           The
parking operators, managers or attendants, if any, are not authorized to make or
allow any exceptions to these rules and regulations.

       

      13.           If
the Lease terminates for any reason whatsoever, or if Tenant's right to
possession of the Premises is terminated after a Default, Tenant's right to park
in the parking facilities shall terminate concurrently therewith.

       

      14.           Landlord
reserves the right to modify and/or adopt such other reasonable and
non-discriminatory rules and regulations for the parking facilities as it deems
necessary for the operation of the parking facilities.  Landlord may
refuse to permit any person who violates these rules to park in the parking
facilities, and any violation of the rules shall subject the vehicle to removal,
at such vehicle owner's expense.

       

      15.           Tenant
shall not permit any parking by its employees, agents, subtenants, customers,
invitees, concessionaires or visitors on the streets surrounding the Premises in
violation of any ordinances or postings by any public authorities having
jurisdiction.

       

      16.           Tenant's
parking spaces shall be used only for parking by vehicles no larger than
normally sized passenger automobiles, vans and sport utility
vehicles.  Tenant shall not permit or allow any vehicles that belong
to or are controlled by Tenant or Tenant's employees, suppliers, shippers,
customers or invitees to be loaded, unloaded, or parked in areas other than
those designated by Landlord for such activities.  If Tenant permits
or allows any of the prohibited activities described herein, then Landlord shall
have the right, in addition to such other rights and remedies that it may have,
to remove or tow away the vehicle involved and charge the cost thereof to
Tenant, which cost shall be payable by Tenant upon demand by
Landlord.

       

      Notwithstanding
anything to the contrary contained in this section, if any rule or regulation is
in conflict with any term, covenant or condition of this Lease, this Lease shall
prevail.  Following a written request from Tenant, Landlord shall use
commercially reasonable efforts to enforce the rules and regulations against
other tenants of the Building.


      
        
          EXHIBIT E  

        

        
          -3-

          
            

          

        

        
           


        

      


      EXHIBIT
F

       

      ESTOPPEL
CERTIFICATE

       

      The
undersigned ("Tenant")
hereby certifies to  ____________________________________________
("Landlord"), and
______________________________________________,as follows:

       

      1.           Attached
hereto is a true, correct and complete copy of that certain Lease dated
________________, between Landlord and Tenant (the "Lease"), for the premises
commonly known as ____________________________________ (the "Premises").  The
Lease is now in full force and effect and has not been amended, modified or
supplemented, except as set forth in Section 6 below.

       

      2.           The
term of the Lease commenced on ________________, __.

       

      3.           The
term of the Lease is currently scheduled to expire on ________________,
__.

       

      4.           Tenant
has no option to renew or extend the Term of the Lease except:
________________________________.

       

      5.           Tenant
has no preferential right to purchase the Premises or any portion of the
Building/Premises except:
________________________________________________________________.

       

      6.           The
Lease has: (Initial One)

      (      )      not
been amended, modified, supplemented, extended, renewed or
assigned.

      (      )      been
amended, modified, supplemented, extended, renewed or assigned by the following
described agreements, copies of which are attached hereto:
___________________________________.

       

      7.           Tenant
has accepted and is now in possession of the Premises and has not sublet,
assigned or encumbered the Lease, the Premises or any portion thereof except as
follows: _______________________________.

       

      8.           The
current Base Rent is $______________; and current monthly parking charges are
$____________.

       

      9.           The
amount of security deposit (if any) is $_______________.  No other
security deposits have been made.

       

      10.           All
rental payments payable by Tenant have been paid in full as of the date
hereof.  No rent under the Lease has been paid for more than thirty
(30) days in advance of its due date.

       

      11.           All
work required to be performed by Landlord under the Lease has been completed and
has been accepted by Tenant, and all tenant improvement allowances have been
paid in full except __________________________.

       

      12.           As
of the date hereof, Tenant is not aware of any defaults on the part of Landlord
under the Lease except __________________________.

       

      13.           As
of the date hereof, there are no defaults on the part of Tenant under the
Lease.

       

      14.           As
of the date hereof, Tenant is not aware of any defense to its obligations under
the Lease and claims no set-off or counterclaim against Landlord except
__________________________.

       

      15.           Tenant
has no right to any concession (rental or otherwise) or similar compensation in
connection with renting the space it occupies, except as expressly provided in
the Lease.

       

      16.           All
insurance required of Tenant under the Lease has been provided by Tenant and all
premiums have been paid.

       

      17.           There
has not been filed by or against Tenant a petition in bankruptcy, voluntary or
otherwise, any assignment for the benefit of creditors, any petition seeking
reorganization or arrangement under the bankruptcy laws of the United States or
any state thereof, or any other action brought pursuant to such bankruptcy laws
with respect to Tenant.

       

      18.           Tenant
pays rent due Landlord under the Lease to Landlord and does not have any
knowledge of any other person who has any right to such rents by collateral
assignment or otherwise.

       

      The
foregoing certification is made with the knowledge that
____________________________________ is about to [fund a loan to Landlord or
purchase the Building from Landlord], and that ___________________________ is
relying upon the representations herein made in [funding such loan or purchasing
the Building].

       

      Dated:  _________________,
___.

      


      
        
          
            	
                    "TENANT"

                  	 
      	_____________________________________________
	 	 	 
	 
      	 
      	
                    By:
      _______________________________________

                  
	 
      	 
      	
                    Print
      Name: __________________________________

                  
	 
      	 
      	
                    Its:
      ________________________________________

                  


          

        

      

       

      
        
          EXHIBIT F  

        

        
          
          

          
            

          

        

        
           


        

      


      EXHIBIT
G

       

      ENVIRONMENTAL QUESTIONNAIRE
AND DISCLOSURE STATEMENT


       

      The
purpose of this form is to obtain information regarding the use or proposed use
of hazardous materials at the premises.  Prospective tenants should
answer the questions in light of their proposed operations at the
premises.  Existing tenants should answer the questions as they relate
to ongoing operations at the premises and should update any information
previously submitted.  If additional space is needed to answer the
questions, you may attach separate sheets of paper to this form.

       

      Your
cooperation in this matter is appreciated.

       

      
        	
                1.

              	
                GENERAL
      INFORMATION

              


      

       

      Name of
Responding Company:
___________________________________________________

       

      Check the
Applicable
Status:                  Prospective
Tenant _____  Existing Tenant _____

       

      Mailing
Address:  _______________________________________________________________

       

      Contact
Person and
Title:___________________________________________________________

       

      Telephone
Number:  (_____) ________________________

       

      Address
of Leased
Premises: _______________________________________________________________

       

      Length of
Term:
_________________________________________________________________________

       

      Describe
the proposed operations to take place on the premises, including principal
products manufactured or services to be conducted.  Existing tenants
should describe any proposed changes to ongoing operations.

       

      ____________________________________________________________________________

      ____________________________________________________________________________

       

      
        	
                2.

              	
                STORAGE
      OF HAZARDOUS MATERIALS

              


      

       

      
        	
                 
      

              	
                2.1

              	
                Will
      any hazardous materials be used or stored
  on-site?

              


      

       

      Wastes                                           Yes
_____              No
_____

       

      Chemical
Products                         Yes
_____             No
_____

       

      
        	
                 
      

              	
                2.2

              	
                Attach
      a list of any hazardous materials to be used or stored, the quantities
      that will be on-site at any given time, and the location and method of
      storage (e.g., 55-gallon drums on concrete
pad).

              


      

       

      
        	
                3.

              	
                STORAGE
      TANKS AND SUMPS

              


      

       

      
        	
                 
      

              	
                3.1

              	
                Is
      any above or below ground storage of gasoline, diesel or other hazardous
      substances in tanks or sumps proposed or currently conducted at the
      premises?

              


      

       

      Yes
______          No
_____

       

      If yes,
describe the materials to be stored, and the type, size and construction of the
sump or tank.  Attach copies of any permits obtained for the storage
of such substances.

       

      ____________________________________________________________________________
____________________________________________________________________________


       

      
        	
                 
      

              	
                3.2

              	
                Have
      any of the tanks or sumps been inspected or tested for
      leakage?

              


      

       

      Yes
______         No
_____

       

      If so,
attach the results.

       

      
        	
                 
      

              	
                3.3

              	
                Have
      any spills or leaks occurred from such tanks or
  sumps?

              


      

       

      Yes
______         No
_____

       

      If so,
describe.

       

      ____________________________________________________________________________

      ____________________________________________________________________________

      
 

      
        
          EXHIBIT G  

        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                3.4

              	
                Were
      any regulatory agencies notified of the spill or
  leak?

              


      

       

      Yes
______         No
_____

       

      If so,
attach copies of any spill reports filed, any clearance letters or other
correspondence from regulatory agencies relating to the spill or
leak.

       

      
        	
                 
      

              	
                3.5

              	
                Have
      any underground storage tanks or sumps been taken out of service or
      removed?

              


      

       

      Yes
______         No
_____

       

      If yes,
attach copies of any closure permits and clearance obtained from regulatory
agencies relating to closure and removal of such tanks.

       

      
        	
                4.

              	
                SPILLS

              


      

       

      
        	
                 
      

              	
                4.1

              	
                During
      the past year, have any spills occurred at the
  premises?

              


      

       

      Yes
______         No
_____

       

      If yes,
please describe the location of the spill.

       

      ____________________________________________________________________________

      ____________________________________________________________________________

       

      
        	
                 
      

              	
                4.2

              	
                Were
      any agencies notified in connection with such
  spills?

              


      

       

      Yes
______         No
_____

       

      If yes,
attach copies of any spill reports or other correspondence with regulatory
agencies.

       

      
        	
                 
      

              	
                4.3

              	
                Were
      any clean-up actions undertaken in connection with the
    spills?

              


      

       

      Yes
______         No
_____

       

      Attach
copies of any clearance letters obtained from any regulatory agencies involved
and the results of any final soil or groundwater sampling done upon completion
of the clean-up work.

       

      
        	
                5.

              	
                WASTE
      MANAGEMENT

              


      

       

      
        	
                 
      

              	
                5.1

              	
                Has
      your company been issued an EPA Hazardous Waste Generator I.D.
      Number?

              


      

       

      Yes
______         No
_____

       

      
        	
                 
      

              	
                5.2

              	
                Has
      your company filed a biennial report as a hazardous waste
      generator?

              


      

       

      Yes
______         No
_____

       

      If so,
attach a copy of the most recent report filed.

       

      
        	
                 
      

              	
                5.3

              	
                Attach
      a list of the hazardous wastes, if any, generated or to be generated at
      the premises, its hazard class and the quantity generated on a monthly
      basis.

              


      

       

      
        	
                 
      

              	
                5.4

              	
                Describe
      the method(s) of disposal for each waste.  Indicate where and
      how often disposal will take place.

              


      

       

      
        
          
            
              
                	_____	
                        On-site
      treatment or recovery

                      	_________________________
	 	 	 
	_____	
                        Discharged
      to sewer

                      	_________________________
	 	 	 
	_____	
                        Transported
      and disposed of off-site

                      	_________________________
	 	 	 
	
                        _____

                      	
                        Incinerator

                      	_________________________


              

            

          

        

      

       

      
        	
                 
      

              	
                5.5

              	
                Indicate
      the name of the person(s) responsible for maintaining copies of hazardous
      waste manifests completed for off-site shipments of hazardous
      waste.

              


      

       

      ____________________________________________________________________________

       

      
        	
                 
      

              	
                5.6

              	
                Is
      any treatment of processing of hazardous wastes currently conducted or
      proposed to be conducted at the
premises:

              


      

       

      Yes
______         No
_____


      
        
          EXHIBIT G  

        

        
          2

          
            

          

        

        
           


        

      

       

      If yes,
please describe any existing or proposed treatment methods.
________________________

       

      ____________________________________________________________________________

       

      
        	
                 
      

              	
                5.7

              	
                Attach
      copies of any hazardous waste permits or licenses issued to your company
      with respect to its operations at the
premises.

              


      

       

      
        	
                6.

              	
                WASTEWATER
      TREATMENT/DISCHARGE

              


      

       

      
        	
                 
      

              	
                6.1

              	
                Do
      you discharge wastewater to:

              


      

       

      _____  storm
drain?                       _____  sewer?

       

      _____  surface
water?                    _____  no
industrial discharge

       

      
        	
                 
      

              	
                6.2

              	
                Is
      your wastewater treated before
discharge?

              


      

       

      Yes
______         No
_____

       

      If yes,
describe the type of treatment conducted.

       

      ____________________________________________________________________________

      ____________________________________________________________________________

      
 

      
        	
                 
      

              	
                6.3

              	
                Attach
      copies of any wastewater discharge permits issued to your company with
      respect to its operations at the
premises.

              


      

       

      
        	
                7.

              	
                AIR
      DISCHARGES

              


      

       

      
        	
                 
      

              	
                7.1

              	
                Do
      you have any filtration systems or stacks that discharge into the
      air?

              


      

       

      Yes
______         No
_____

       

      
        	
                 
      

              	
                7.2

              	
                Do
      you operate any of the following types of equipment or any other equipment
      requiring an air emissions permit?

              


      

      
        
          
            
              
                
                  
                    
                      	 	 	 
	_____	
                              Spray
      booth

                            	 
      
	 	 	 
	_____	
                              Dip
      tank

                            	 
      
	 	 	 
	_____	
                              Drying
      oven

                            	 
      
	 	 	 
	_____	
                              Incinerator

                            	 
      
	 	 	 
	_____	
                              Other
      (please describe)

                            	__________________________________
	 	 	 
	
                              _____

                            	
                              No
      equipment requiring air permits

                            	 
      


                    

                  

                

              

            

          

        

      

       

      
        	
                 
      

              	
                7.3

              	
                Are
      air emissions from your operations
monitored?

              


      

       

      Yes
______          No
_____

       

      If so,
indicate the frequency of monitoring and a description of the monitoring
results.

       

      ____________________________________________________________________________

       

      
        	
                 
      

              	
                7.4

              	
                Attach
      copies of any air emissions permits pertaining to your operations at the
      premises.

              


      

       

      
        	
                8.

              	
                HAZARDOUS
      MATERIALS DISCLOSURES

              


      

       

      
        	
                 
      

              	
                8.1

              	
                Does
      your company handle hazardous materials in a quantity equal to or
      exceeding an aggregate of 500 pounds, 55 gallons, or 200 cubic feet per
      month?

              


      

       

      Yes
______         No
_____

       

      
        	
                 
      

              	
                8.2

              	
                Has
      your company prepared a hazardous materials management plan pursuant to
      any applicable requirements of a local fire department or governmental
      agency?

              


      

       

      Yes
______         No
_____

       

      If so,
attach a copy of the business plan.

       

      
        	
                 
      

              	
                8.3

              	
                Has
      your company adopted any voluntary environmental, health or safety
      program?

              


      

       

      Yes
_____            No
_____


      
        
          EXHIBIT G  

        

        
          3

          
            

          

        

        
           


        

      

       

      If so,
attach a copy of the program.

       

      
        	
                9.

              	
                ENFORCEMENT
      ACTIONS, COMPLAINTS

              


      

       

      
        	
                 
      

              	
                9.1

              	
                Has
      your company ever been subject to any agency enforcement actions,
      administrative orders, or consent
decrees?

              


      

       

      Yes
______         No
_____

       

      If so,
describe the actions and any continuing compliance obligations imposed as a
result of these actions.

       

      ____________________________________________________________________________

       

      
        	
                 
      

              	
                9.2

              	
                Has
      your company ever received requests for information, notice or demand
      letters, or any other inquiries regarding its
  operations?

              


      

       

      Yes
______         No
_____

       

      
        	
                 
      

              	
                9.3

              	
                Have
      there ever been, or are there now pending, any lawsuits against the
      company regarding any environmental or health and safety
      concerns?

              


      

       

      Yes
______         No
_____

       

      
        	
                 
      

              	
                9.4

              	
                Has
      an environmental audit ever been conducted at your company's current
      facility?

              


      

       

      Yes
______         No
_____

       

      If so,
identify who conducted the audit and when it was conducted.

       

      
        
          
            
              
                	
                        Tenant:

                      	 
      
	
                        By:

                      	 
      
	
                        Its:

                      	 
      


              

            

          

        

      

       

      
        
          EXHIBIT G  

        

        
          4

          
            

          

        

        
           


        

      

       

      EXTENSION
OPTION

       

      RIDER NO. 1 TO
LEASE

       

      This
Rider No. 1 is made and entered into by and between LBA REALTY FUND III-COMPANY
VII, LLC, a Delaware limited liability company ("Landlord"), and WAFERGEN,
INC., a Delaware corporation ("Tenant"), as of the day and
year of the Lease between Landlord and Tenant to which this Rider is
attached.  Landlord and Tenant hereby agree that, notwithstanding
anything contained in the Lease to the contrary, the provisions set forth below
shall be deemed to be part of the Lease and shall supersede any inconsistent
provisions of the Lease.  All references in the Lease and in this
Rider to the "Lease" shall be construed to mean the Lease (and all Exhibits and
Riders attached thereto), as amended and supplemented by this
Rider.  All capitalized terms not defined in this Rider shall have the
same meaning as set forth in the Lease.

       

      1.           Landlord
hereby grants to Tenant one (1) option (the "Extension Option") to extend
the Term of the Lease for an additional period of three (3) years (the "Option Term"), on the same
terms, covenants and conditions as provided for in the Lease during the initial
Term, except for the Monthly Base Rent, which shall initially be equal to the
"fair market rental rate" for the Premises for the Option Term as defined and
determined in accordance with the provisions of the Fair Market Rental Rate
Rider attached to the Lease as Rider No. 2, subject to fair market annual rent
adjustments during the Option Term.

       

      2.           An
Extension Option must be exercised, if at all, by written notice ("Extension Notice") delivered
by Tenant to Landlord no sooner than that date which is twelve (12) months and
no later than that date which is nine (9) months prior to the expiration of the
then current Term of the Lease.  Provided Tenant has properly and
timely exercised the Extension Option, the then current Term of the Lease shall
be extended by the Option Term, and all terms, covenants and conditions of the
Lease shall remain unmodified and in full force and effect, except that the
Monthly Base Rent shall be as set forth above, and except that the number of
remaining Extension Options (if any) shall be reduced by
one.



      
        
          RIDER NO.
1  

        

        
          -1-

          
            

          

        

        
           


        

      

       

      FAIR MARKET RENTAL
RATE

       

      RIDER NO. 2 TO
LEASE

       

      This
Rider No. 2 is made and entered into by and between LBA REALTY FUND III-COMPANY
VII, LLC, a Delaware limited liability company ("Landlord"), and WAFERGEN,
INC., a Delaware corporation ("Tenant"), as of the day and
year of the Lease between Landlord and Tenant to which this Rider is
attached.  Landlord and Tenant hereby agree that, notwithstanding
anything contained in the Lease to the contrary, the provisions set forth below
shall be deemed to be part of the Lease and shall supersede any inconsistent
provisions of the Lease.  All references in the Lease and in this
Rider to the "Lease" shall be construed to mean the Lease (and all Exhibits and
Riders attached thereto), as amended and supplemented by this
Rider.  All capitalized terms not defined in this Rider shall have the
same meaning as set forth in the Lease.

       

      1.           The
term "fair market rental
rate" as used in this Rider and any Rider attached to the Lease means the
annual amount per square foot, projected for each year of the Option Term
(including annual adjustments), that a willing, non-equity tenant (excluding
sublease and assignment transactions) would pay, and a willing landlord of a
comparable quality building located in the Fremont, California area would
accept, in an arm's length transaction (what Landlord is accepting in then
current transactions for the Building may be used for purposes of projecting
rent for the Option Term), for space of comparable size, quality and floor
height as the Premises, taking into account the age, quality and layout of the
existing improvements in the Premises, and taking into account items that
professional real estate brokers or professional real estate appraisers
customarily consider, including, but not limited to, rental rates, space
availability, tenant size, tenant improvement allowances, parking charges and
any other lease considerations, if any, then being charged or granted by
Landlord or the lessors of such similar buildings.  All economic terms
other than Monthly Base Rent, such as tenant improvement allowance amounts, if
any, operating expense allowances, parking charges, etc., will be established by
Landlord and will be factored into the determination of the fair market rental
rate for the Option Term.  Accordingly, the fair market rental rate
will be an effective rate, not specifically including, but accounting for, the
appropriate economic considerations described above.

       

      2.           Landlord
shall provide written notice of Landlord's determination of the fair market
rental rate not later than sixty (60) days after the last day upon which Tenant
may timely exercise the right giving rise to the necessity for such fair market
rental rate determination.  Tenant shall have thirty (30) days ("Tenant's Review Period") after
receipt of Landlord's notice of the fair market rental rate within which to
accept such fair market rental rate or to reasonably object thereto in
writing.  Failure of Tenant to so object to the fair market rental
rate submitted by Landlord in writing within Tenant's Review Period shall
conclusively be deemed Tenant's approval and acceptance thereof.  If
within Tenant's Review Period Tenant reasonably objects to or is deemed to have
disapproved the fair market rental rate submitted by Landlord, Landlord and
Tenant will meet together with their respective legal counsel to present and
discuss their individual determinations of the fair market rental rate for the
Premises under the parameters set forth in Paragraph 1 above and shall
diligently and in good faith attempt to negotiate a rental rate on the basis of
such individual determinations.  Such meeting shall occur no later
than ten (10) days after the expiration of Tenant's Review
Period.  The parties shall each provide the other with such supporting
information and documentation as they deem appropriate.  At such
meeting if Landlord and Tenant are unable to agree upon the fair market rental
rate, they shall each submit to the other their respective best and final offer
as to the fair market rental rate.  If Landlord and Tenant fail to
reach agreement on such fair market rental rate within five (5) business days
following such a meeting (the "Outside Agreement Date"),
Tenant's Extension Option will be deemed null and void unless Tenant demands
appraisal, in which event each party's determination shall be submitted to
appraisal in accordance with the provisions of Section 3 below.

       

      3.           (a)  Landlord
and Tenant shall each appoint one (1) independent appraiser who shall by
profession be an M.A.I. certified real estate appraiser who shall have been
active over the five (5) year period ending on the date of such appointment in
the leasing of commercial (including office) properties in the Fremont,
California area.  The determination of the appraisers shall be limited
solely to the issue of whether Landlord's or Tenant's last proposed (as of the
Outside Agreement Date) best and final fair market rental rate for the Premises
is the closest to the actual fair market rental rate for the Premises as
determined by the appraisers, taking into account the requirements specified in
Section 1 above.  Each such appraiser shall be appointed within
ten (10) business days after the Outside Agreement Date.

       

      (b)        The
two (2) appraisers so appointed shall within ten (10) business days after the
date of the appointment of the last appointed appraiser agree upon and appoint a
third appraiser who shall be qualified under the same criteria set forth
hereinabove for qualification of the initial two (2) appraisers.

       

      (c)         The
three (3) appraisers shall within ten (10) business days after the appointment
of the third appraiser reach a decision as to whether the parties shall use
Landlord's or Tenant's submitted best and final fair market rental rate, and
shall notify Landlord and Tenant thereof.  During such ten (10)
business day period, Landlord and Tenant may submit to the appraisers such
information and documentation to support their respective positions as they
shall deem reasonably relevant and Landlord and Tenant may each appear before
the appraisers jointly to question and respond to questions from the
appraisers.


      
        
          RIDER NO. 2  

        

        
          -1-

          
            

          

        

        
           


        

      

       

      (d)        The
decision of the majority of the three (3) appraisers shall be binding upon
Landlord and Tenant and neither party shall have the right to reject the
decision or to undo the exercise of the applicable Option.  If either
Landlord or Tenant fails to appoint an appraiser within the time period
specified in Section 3(a) hereinabove, the appraiser appointed by one of
them shall within ten (10) business days following the date on which the party
failing to appoint an appraiser could have last appointed such appraiser reach a
decision based upon the same procedures as set forth above (i.e., by
selecting either Landlord's or Tenant's submitted best and final fair market
rental rate), and shall notify Landlord and Tenant thereof, and such appraiser's
decision shall be binding upon Landlord and Tenant  and neither party
shall have the right to reject the decision or to undo the exercise of the
applicable Option.

       

      (e)         If
the two (2) appraisers fail to agree upon and appoint a third appraiser, either
party, upon ten (10) days written notice to the other party, can apply to the
Presiding Judge of the Superior Court of Alameda County to appoint a third
appraiser meeting the qualifications set forth herein.  The third
appraiser, however, selected shall be a person who has not previously acted in
any capacity for ether party.

       

      (f)          The
cost of each party's appraiser shall be the responsibility of the party
selecting such appraiser, and the cost of the third appraiser (or arbitration,
if necessary) shall be shared equally by Landlord and Tenant.

       

      (g)         If
the process described hereinabove has not resulted in a selection of either
Landlord's or Tenant's submitted best and final fair market rental rate by the
commencement of the applicable Option Term, then the fair market rental rate
estimated by Landlord will be used until the appraiser(s) reach a decision, with
an appropriate rental credit and other adjustments for any overpayments of
Monthly Base Rent or other amounts if the appraisers select Tenant's submitted
best and final estimate of the fair market rental rate.  The parties
shall enter into an amendment to this Lease confirming the terms of the
decision.

       

      
        
          RIDER NO. 2  

        

        
          -2-