EX-10.10


    
      

      

    

     

    LEASE

    


    


    


    


    


    


    BETWEEN

    


    CRP-2
      HOLDINGS CYPRESS, LLC, AS LANDLORD

    


    AND

    


    INTEGRATED
      ALARM SERVICES GROUP, INC., AS TENANT

    


    


    


    


    


    16,849
      S.F. /SUITE 200

    


    


    


    


    


    


    CYPRESS
      CORPORATE CENTER

    11130
      HOLDER STREET, CYPRESS, CALIFORNIA

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


    


    
      	
              1

            	
              LEASE
                OF PREMISES.

            	
              1

            
	
              2

            	
              DEFINITIONS.

            	
              1

            
	
              3

            	
              EXHIBITS
                AND ADDENDA.

            	
              3

            
	
              4

            	
              DELIVERY
                OF POSSESSION.

            	
              3

            
	
              5

            	
              INTENDED
                USE OF THE PREMISES.

            	
              4

            
	
              6

            	
              RENT.

            	
              4

            
	
              6.1

            	
              Payment
                of Rent

            	
              4

            
	
              6.2

            	
              Intentionally
                Deleted.

            	
              4

            
	
              6.3

            	
              Additional
                Rent for Tax Costs and Operating Expenses

            	
              4

            
	
              6.4

            	
              Determination
                and Payment of Tax Costs and Operating Expenses.

            	
              6

            
	
              6.5

            	
              Definition
                of Rent

            	
              7

            
	
              6.6

            	
              Taxes
                on Tenant’s Use and Occupancy

            	
              7

            
	
              7

            	
              LATE
                CHARGES.

            	
              8

            
	
              8

            	
              SECURITY
                DEPOSIT.

            	
              8

            
	
              9

            	
              TENANT’S
                USE OF THE PREMISES.

            	
              9

            
	
              9.1

            	
              Use

            	
              9

            
	
              9.2

            	
              Observance
                of Law

            	
              9

            
	
              9.3

            	
              Insurance

            	
              9

            
	
              9.4

            	
              Nuisance
                and Waste

            	
              10

            
	
              9.5

            	
              Load
                and Equipment Limits

            	
              10

            
	
              9.6

            	
              Hazardous
                Material

            	
              10

            
	
              10

            	
              SERVICES
                AND UTILITIES.

            	
              10

            
	
              11

            	
              REPAIRS
                AND MAINTENANCE.

            	
              12

            
	
              11.1

            	
              Landlord’s
                Obligations

            	
              12

            
	
              11.2

            	
              Tenant’s
                Obligations.

            	
              12

            
	
              11.3

            	
              Compliance
                with Law

            	
              12

            
	
              11.4

            	
              Notice
                of Defect

            	
              12

            
	
              11.5

            	
              Landlord’s
                Liability

            	
              12

            
	
              12

            	
              CONSTRUCTION,
                ALTERATIONS AND ADDITIONS.

            	
              13

            
	
              12.1

            	
              Landlord’s
                Construction Obligations

            	
              13

            
	
              12.2

            	
              Tenant’s
                Construction Obligations

            	
              13

            
	
              12.3

            	
              Tenant’s
                Alterations and Additions

            	
              13

            
	
              12.4

            	
              Payment

            	
              13

            
	
              12.5

            	
              Property
                of Landlord

            	
              13

            
	
              13

            	
              LEASEHOLD
                IMPROVEMENTS; TENANT’S PROPERTY.

            	
              13

            
	
              13.1

            	
              Leasehold
                Improvements

            	
              13

            
	
              13.2

            	
              Tenant’s
                Property

            	
              14

            
	
              14

            	
              INDEMNIFICATION.

            	
              14

            
	
              14.1

            	
              Tenant
                Indemnification

            	
              14

            
	
              14.2

            	
              Landlord
                Not Liable

            	
              14

            
	
              15

            	
              TENANT’S
                INSURANCE.

            	
              15

            
	
              15.1

            	
              Insurance
                Requirement

            	
              15

            
	
              15.2

            	
              Minimum
                Scope of Coverage

            	
              15

            
	
              15.3

            	
              Minimum
                Limits of Insurance

            	
              16

            
	
              15.4

            	
              Deductible
                and Self-Insured Retention

            	
              16

            
	
              15.5

            	
              Increases
                in Insurance Policy Limits

            	
              16

            
	
              15.6

            	
              Waiver
                of Subrogation

            	
              16

            
	
              15.7

            	
              Landlord’s
                Right to Obtain Insurance for Tenant

            	
              16

            
	
              16

            	
              DAMAGE
                OR DESTRUCTION.

            	
              16

            
	
              16.1

            	
              Damage

            	
              16

            
	
              16.2

            	
              Repair
                of Premises in Excess of One Hundred Eighty Days

            	
              17

            
	
              16.3

            	
              Repair
                Outside Premises

            	
              17

            
	
              16.4

            	
              Tenant
                Repair

            	
              17

            
	
              16.5

            	
              Election
                to Perform Landlord’s Work

            	
              17

            


    

     

     

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    


      
        	
                16.6

              	
                Express
                  Agreement

              	
                17

              
	
                17

              	
                EMINENT
                  DOMAIN.

              	
                18

              
	
                17.1

              	
                Whole
                  Taking

              	
                18

              
	
                17.2

              	
                Partial
                  Taking

              	
                18

              
	
                17.3

              	
                Proceeds

              	
                18

              
	
                17.4

              	
                Landlord’s
                  Restoration

              	
                18

              
	
                18

              	
                ASSIGNMENT
                  AND SUBLETTING.

              	
                18

              
	
                18.1

              	
                No
                  Assignment or Subletting

              	
                18

              
	
                18.2

              	
                Landlord’s
                  Consent

              	
                19

              
	
                18.3

              	
                Tenant
                  Remains Responsible

              	
                20

              
	
                18.4

              	
                Conversion
                  to a Limited Liability Entity

              	
                21

              
	
                18.5

              	
                Payment
                  of Fees

              	
                21

              
	
                19

              	
                DEFAULT.

              	
                21

              
	
                19.1

              	
                Tenant’s
                  Default

              	
                21

              
	
                19.2

              	
                Landlord
                  Remedies

              	
                22

              
	
                19.3

              	
                Damages
                  Recoverable

              	
                23

              
	
                19.4

              	
                Landlord’s
                  Right to Cure Tenant’s Default

              	
                23

              
	
                19.5

              	
                Landlord’s
                  Default

              	
                24

              
	
                19.6

              	
                Mortgagee
                  Protection

              	
                24

              
	
                20

              	
                WAIVER.

              	
                24

              
	
                21

              	
                SUBORDINATION
                  AND ATTORNMENT.

              	
                24

              
	
                22

              	
                TENANT
                  ESTOPPEL CERTIFICATES.

              	
                25

              
	
                22.1

              	
                Landlord
                  Request for Estoppel Certificate

              	
                25

              
	
                22.2

              	
                Failure
                  to Execute

              	
                25

              
	
                23

              	
                NOTICE.

              	
                25

              
	
                24

              	
                TRANSFER
                  OF LANDLORD’S INTEREST.

              	
                25

              
	
                25

              	
                SURRENDER
                  OF PREMISES.

              	
                25

              
	
                25.1

              	
                Clean
                  and Same Condition

              	
                25

              
	
                25.2

              	
                Failure
                  to Deliver Possession

              	
                26

              
	
                25.3

              	
                Property
                  Abandoned

              	
                26

              
	
                26

              	
                HOLDING
                  OVER.

              	
                26

              
	
                27

              	
                RULES
                  AND REGULATIONS.

              	
                26

              
	
                28

              	
                CERTAIN
                  RIGHTS RESERVED BY LANDLORD.

              	
                26

              
	
                28.1

              	
                Name

              	
                26

              
	
                28.2

              	
                Signage

              	
                27

              
	
                28.3

              	
                Access

              	
                27

              
	
                28.4

              	
                Physical
                  Changes

              	
                27

              
	
                28.5

              	
                Inspection

              	
                27

              
	
                28.6

              	
                Entry

              	
                27

              
	
                28.7

              	
                Common
                  Area Regulation

              	
                27

              
	
                29

              	
                ADVERTISEMENTS
                  AND SIGNS.

              	
                27

              
	
                30

              	
                INTENTIONALLY
                  DELETED .

              	
                Error!
                  Bookmark not defined.

              
	
                31

              	
                GOVERNMENT
                  ENERGY OR UTILITY CONTROLS.

              	
                27

              
	
                32

              	
                FORCE
                  MAJEURE.

              	
                28

              
	
                33

              	
                BROKERAGE
                  FEES.

              	
                28

              
	
                34

              	
                QUIET
                  ENJOYMENT.

              	
                28

              
	
                35

              	
                TELECOMMUNICATIONS.

              	
                28

              
	
                35.1

              	
                Telecommunications
                  Companies

              	
                28

              
	
                35.2

              	
                Tenant’s
                  Obligations

              	
                28

              
	
                35.3

              	
                Indemnification

              	
                29

              
	
                35.4

              	
                Landlord’s
                  Operation

              	
                29

              
	
                36

              	
                MISCELLANEOUS.

              	
                31

              
	
                36.1

              	
                Accord
                  and Satisfaction; Allocation of Payments

              	
                31

              
	
                36.2

              	
                Addenda

              	
                31

              
	
                36.3

              	
                Attorneys’
                  Fees

              	
                31

              
	
                36.4

              	
                Captions
                  and Section Numbers

              	
                31

              


      

    

     

    
 

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


     

    


    
      	
              36.5

            	
              Changes
                Requested by Lender

            	
              31

            
	
              36.6

            	
              Choice
                of Law

            	
              32

            
	
              36.7

            	
              Consent

            	
              32

            
	
              36.8

            	
              Authority

            	
              32

            
	
              36.9

            	
              Waiver
                of Right to Jury Trial

            	
              32

            
	
              36.1

            	
              Counterparts

            	
              32

            
	
              36.11

            	
              Execution
                of Lease; No Option

            	
              32

            
	
              36.12

            	
              Furnishing
                of Financial Statements; Tenant’s Representations

            	
              32

            
	
              36.13

            	
              Further
                Assurances

            	
              32

            
	
              36.14

            	
              Prior
                Agreements; Amendments

            	
              32

            
	
              36.15

            	
              Recording

            	
              33

            
	
              36.16

            	
              Severability

            	
              33

            
	
              36.17

            	
              Successors
                and Assigns

            	
              33

            
	
              36.18

            	
              Time
                Is of the Essence

            	
              33

            
	
              36.19

            	
              Multiple
                Parties

            	
              33

            
	
              36.2

            	
              Consent
                to Press Release

            	
              33

            
	
              36.21

            	
              Extension
                Option

            	
              33

            


    

     

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    


    



    LEASE

     

    This
      lease (this “Lease”) between CRP-2 Holdings Cypress, LLC (herein “Landlord”),
      and Integrated Alarm Services Group, Inc., a Delaware corporation (herein
“Tenant”), is dated for reference purposes only as of this ____ day of November,
      2006.

     

    1.  LEASE
      OF
      PREMISES.

     

    In
      consideration of the Rent (as defined in Section 6.) and the provisions of
      this
      Lease, Landlord leases to Tenant and Tenant leases from Landlord the Premises
      shown on the floor plan attached hereto as Exhibit “A,” and further described in
      Section 2.13, in “as is” condition except as expressly provided hereunder. The
      Premises are located within the Building and Project (as described in Section
      2.14). Tenant shall have the nonexclusive right (unless otherwise provided
      herein) in common with Landlord, other tenants, subtenants and invitees, to
      use
      the Common Area (as defined in Section 2.4.). This Lease confers no rights
      either to the subsurface of the land below the ground level of the Building
      in
      which the Premises is located or to airspace, interior or exterior, above the
      ceiling of the Building.

     

    2.  DEFINITIONS.

     

    As
      used
      in this Lease the following terms shall have the following
      meanings:

     

    2.1. Intentionally
      Deleted.

     

    2.2. ANNUAL
      BASE RENT/MONTHLY BASE RENT/PER S.F. BASE RENT:

     

     

    
      	
              Months

            	
              Annual
                Base Rent

            	
              Monthly
                Base Rent

            	
              S.F.
                Base Rent

            
	
              1-12

            	
              $232,516.20

            	
              $19,376.35

            	
              $13.80

            
	
              13-24

            	
              $242,625.60

            	
              $20,218.80

            	
              $14.40

            
	
              25-36

            	
              $252,735.00

            	
              $21,061.25

            	
              $15.00

            
	
              37-48

            	
              $262,844.40

            	
              $21,903.70

            	
              $15.60

            
	
              49-60

            	
              $272,953.80

            	
              $22,746.15

            	
              $16.20

            
	
              61-72

            	
              $283,063.20

            	
              $23,588.60

            	
              $16.80

            
	
              73-84

            	
              $293,172.60

            	
              $24,431.05

            	
              $17.40

            
	
              85-86

            	
              $303,282.00

            	
              $25,273.50

            	
              $18.00

            


    

    


    
      	 	
              2.3.

            	
              COMMENCEMENT
                DATE: The date of execution by Landlord and Tenant of this
                Lease.

            


    

     

    
      	 	
              2.4.

            	
              COMMON
                AREA: The building lobbies, common corridors and hallways, rest rooms,
                parking areas and other generally understood public or common areas.
                

            


    

     

    
      	 	
              2.5.

            	
              EXPIRATION
                DATE: The last day of the eighty-sixth (86th)
                full calendar month following the Possession Date, unless extended
                or
                otherwise sooner terminated in accordance with the provisions of
                this
                Lease.

            


    

     

    
      	 	
              2.6.

            	
              RENT
                COMMENCEMENT DATE: The Possession Date, provided, however, as long
                as
                Tenant is not in default hereunder, the Monthly Base Rent for the
                2nd
                and 3rd
                full calendar months of the Term shall be abated in
                full.

            


    

     

    
      	 	
              2.7.

            	
              LANDLORD’S
                ADDRESS FOR NOTICE: 

            


    

     

    CRP-2
      Holdings Cypress, LLC

    c/o
      Colony Realty Partners LLC

    One
      International Place


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    


    Boston,
      MA 02110

    Attn:
      Mr.
      Henry Brauer

    Fax:
      617-235-6399

    


    With
      a
      copy to:

    


    Mintz
      Levin Cohn Ferris Glovsky and Popeo, P.C.

    One
      Financial Center

    Boston,
      MA 02111

    Attn:
      Daniel O. Gaquin, Esq.

    Fax:
      617-542-2241

    


    RENT
      PAYMENT ADDRESS:

    


    Via
      regular mail:

    


    Cypress
      Corporate Center

    P.O.
      Box
      100527

    Pasadena,
      CA 91189-0527

     

    Via
      overnight courier:

    


    JPMorgan
      Chase Lockbox Processing

    2710
      Media Center Drive

    Building
      #6, Suite 120

    Los
      Angeles, CA 90065

    Cypress
      Corporate Center Lockbox

    Lockbox#100527

     

    TENANT’S
      MAILING ADDRESS: 

    


    The
      Premises

        2.8. LISTING
      AND LEASING AGENT(S): CB Richard Ellis and Equis  Corporation.

     

        2.9. Intentionally
      Deleted. 

     

        2.10. 
      NOTICE:
      Except as otherwise provided herein, Notice shall mean any notices, approvals
      and demands permitted or required to be given under this Lease. Notice shall
      be


        given
      in the
      form and manner set forth in Section 23.


    
          2.11. 
        PARKING:
        Tenant shall be entitled to the nonexclusive use of up to seventy-two (72)
        nonreserved parking spaces located in the Building’s surface lot,
        at 
    no  additional charge
        (64 of such
        parking spaces shall be located at the southern end of the parcel). Landlord
        acknowledges that Tenant will have up to twenty-five (25) operator


          employees
        changing shifts at 3:00 p.m. on a daily basis and that Tenant may use up
        to
        twenty-five (25) additional parking spaces in the surface lot during such
        daily
        shift change 

          for
        up to
        twenty (20) minutes total

       

          2.12. 
        POSSESSION
        DATE: The Turnover Date (as defined in Exhibit B attached
        hereto).

       

      
             2.13. 
PREMISES:
          That portion of the second (2nd)
          floor
          of the Building known as Cypress Corporate Center, 11130 Holder Street,
          Cypress,
          California, commonly referred to as 

              Suite
            200, as
            shown on Exhibit “A.” For purposes of this Lease, the Premises is deemed to
            contain approximately 16,849 square feet of Rentable
            Area.

        

      

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


     

    
      	 	
              2.14.

            	
              PROJECT:
                The building of which the Premises are a part (the “Building”) and any
                other buildings or improvements on the real property (the “Property”)
                located at 11130 Holder Street, Cypress, California. The Project
                is
                commonly known as “Cypress Corporate Center.”


            


    

     

    
      	 	
              2.15.

            	
              RENTABLE
                AREA: As to both the Premises and the Project, the respective measurements
                of floor area as may from time to time be subject to lease by Tenant
                and
                all tenants of the Project, respectively, as determined by Landlord
                and
                applied on a consistent basis throughout the
                Project.

            


    

     

    
      	 	
              2.16.

            	
              SECURITY
                DEPOSIT (Section 8.): $25,273.50.

            


    

     

    
      	 	
              2.17.

            	
              STATE:
                The State of California.

            


    

     

    
      	 	
              2.18.

            	
              Intentionally
                Deleted.

            


    

     

    
      	 	
              2.19.

            	
              TENANT’S
                PROPORTIONATE SHARE: 8.25%. Such share is a fraction, the numerator
                of
                which is the Rentable Area of the Premises, and the denominator of
                which
                is the Rentable Area of the Building, as determined by Landlord from
                time
                to time. For purposes of this Lease, the Building is deemed to contain
                approximately 204,314 square feet of Rentable
                Area.

            


    

     

    
      	 	
              2.20.

            	
              TENANT’S
                USE (Section 9.): General office and a twenty-four (24) hour call/data
                center.

            


    

     

    
      	 	
              2.21.

            	
              TERM:
                The period commencing on the Possession Date and expiring at midnight
                on
                the Expiration Date.

            


    

     

    3.  EXHIBITS
      AND ADDENDA.

     

    The
      exhibits and addenda listed below (unless lined out) are attached hereto and
      incorporated by  reference
      in this Lease:

     

    Exhibit
      A
      Floor Plan showing the Premises.

    Exhibit
      B
      Work Letter and Drawings.

    Exhibit
      C
      Rules and Regulations.

    Exhibit
      D
      HVAC Unit Replacement

    


    4.  DELIVERY
      OF POSSESSION.

     

    Delivery
      of possession shall be deemed to occur upon substantial completion of the
      Premises (as certified by Landlord’s Architect). If Landlord permits Tenant to
      enter into possession of the Premises before the Possession Date, such
      possession shall be subject to the provisions of this Lease, including, without
      limitation, the payment of Rent (unless otherwise agreed in writing). Landlord
      shall deliver the Premises to Tenant in a broom-swept, clean condition and
      with
      the existing electrical, plumbing, fire sprinkler, lighting, heating,
      ventilation and air conditioning systems in operating order and with the walls,
      floor tiles and ceiling systems in good condition.

     

    Within
      ten (10) business days of delivery of possession Landlord shall deliver to
      Tenant and Tenant shall execute an Acceptance of Premises in which Tenant shall
      certify, among other things, that (a) Landlord has satisfactorily completed
      Landlord’s Work to the Premises pursuant to Exhibit “B,” unless written
      exception is set forth thereon, and (b) Tenant accepts the Premises. Tenant’s
      failure to execute and deliver
      the Acceptance of Premises shall be conclusive evidence, as against Tenant,
      that
      Landlord has satisfactorily completed Landlord’s Work to the Premises pursuant
      to Exhibit “B.”

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


     

    In
      the
      event Tenant fails to take possession of the Premises following execution of
      this Lease, Tenant shall reimburse Landlord promptly upon demand for all costs
      incurred by Landlord in connection with entering into this Lease including,
      but
      not limited to, broker fees and commissions, sums paid for the preparation
      of a
      floor and/or space plan for the Premises, costs incurred in performing
      Landlord’s Work pursuant to Exhibit “B,” loss of rental income, attorneys’ fees
      and costs, and any other damages for breach of this Lease established by
      Landlord.

     

    5.  INTENDED
      USE OF THE PREMISES.

     

    The
      statement in this Lease of the nature of the business to be conducted by Tenant
      in the Premises does not constitute a representation or guaranty by the Landlord
      as to the present or future suitability of the Premises for the conduct of
      such
      business in the Premises, or that it is lawful or permissible under the
      Certificate of Occupancy issued for the Building, or is otherwise permitted
      by
      law. Tenant’s taking possession of the Premises shall be conclusive evidence, as
      against Tenant, that, at the time such possession was taken, the Premises were
      satisfactory for Tenant’s intended use.

     

    6.  RENT.

     

    6.1  Payment
      of Rent.
      Tenant
      shall pay Rent for the Premises beginning on the Rent Commencement Date. Monthly
      installments of Rent shall be payable in advance on the first day of each
      calendar month of the Term. If the Term begins (or ends) on other than the
      first
      (or last) day of a calendar month, Rent for the partial month shall be prorated
      based on the number of days in that month. Rent shall be paid to Landlord at
      the
      Rent Payment Address set forth in Section 2.7., or to such other person at
      such
      place as Landlord may from time to time designate in writing, without any prior
      demand therefor and without deduction or offset, in lawful money of the United
      States of America. Tenant shall pay Landlord the first Monthly Installment
      of
      Base Rent upon execution of this Lease.

     

    6.2  Intentionally
      Deleted. 

     

    6.3  Additional
      Rent for Tax Costs and Operating Expenses.
      Beginning as of the Rent Commencement Date and continuing throughout the Term,
      Tenant shall pay Tenant’s Proportionate Share of Tax Costs and Operating
      Expenses (hereinafter sometimes together referred to as “Direct Costs”) based on
      the percentage set forth in Section 2.19. However, if during any calendar year
      of the Term the occupancy of the Project is less than ninety-five percent (95%),
      then Landlord shall make an appropriate adjustment of the variable components
      of
      Operating Expenses, as reasonably determined by Landlord, to determine the
      amount of Operating Expenses that would have been incurred had the Project
      been
      ninety-five percent (95%) occupied during that calendar year. This estimated
      amount shall be deemed the amount of Operating Expenses for that calendar year.
      For purposes hereof, “variable components” shall include only those Operating
      Expenses that are affected by variations in occupancy levels.

     

    6.3.1  Definitions.
      As used
      in this Section 6.3.1., the following terms shall have the following
      meanings:

                            6.3.1.1  “Tax
      Costs” shall mean any and all real estate taxes, other similar charges on real
      property or improvements, assessments, water and sewer charges, and all other
      charges (but in no event Landlord’s income or estate taxes) assessed, levied,
      imposed or becoming a lien upon part or all of the Project or the appurtenances
      thereto, or attributable thereto, or on the rents, issues, profits or income
      received or derived therefrom which may be imposed, levied, assessed or charged
      by the United States or the State, County or City in which the Project is
      located, or any other local government authority or agency or 

     

     

    
      
        
        

      

      
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                              6.3.1.2  political
        subdivision thereof. Tax Costs for each tax year shall be apportioned to
        determine the Tax Costs for the subject calendar years. Landlord shall have
        the
        right but not the obligation , from time to time, to equitably allocate some
        or
        all of the Tax Costs among different tenants of the Project or among different
        buildings which comprise the Project (“Cost Pools”). Such Cost Pools may
        include, but shall not be limited to, office space tenants or the project
        and
        the industrial tenants of the Project. 

    

     

     

        Landlord,
      at
      Landlord’s sole discretion, may contest any taxes levied or assessed against the
      Building or Project during the Term. If Landlord contests any taxes levied
      or
      assessed during the Term, Tenant shall pay to Landlord Tenant’s Proportionate
      Share of all costs incurred by Landlord in connection with the
      contest.

     

                6.3.1.2 “Operating
      Expenses” shall mean any and all expenses incurred by Landlord in connection
      with the management, maintenance, operation, and repair of the Project, the
      equipment, adjacent walks, Common Area, parking areas, the roof, structure
      and
      systems of the Building, landscaped areas, including, but not limited to,
      salaries, wages, benefits, pension payments, payroll taxes, worker’s
      compensation, and other costs related to employees engaged in the management,
      operation, maintenance and/or repair of the Project; any and all assessments
      or
      costs incurred with respect to Covenants, Conditions and/or Restrictions,
      Reciprocal Easement Agreements or similar documents affecting the Building
      or
      Project, if any; the cost of all charges to Landlord for electricity, natural
      gas, air conditioning, sewer, water, and other utilities furnished to the
      Project including any taxes thereon; reasonable attorneys’ fees and/or
      consultant fees incurred by Landlord in contracting with a company or companies
      to provide electricity (or any other utility) to the Project, any fees for
      the
      installation, maintenance, repair or removal of related equipment, and any
      exit
      fees or stranded cost charges mandated by the State; the cost and expense for
      third party consultants, accountants and attorneys; a management fee not to
      exceed seven percent (7%) of gross income; energy studies and the amortized
      cost
      of any energy or other cost saving equipment used by Landlord to provide
      services pursuant to the terms of the Lease (including the amortized cost to
      upgrade the efficiency or capacity of Building telecommunication lines and
      systems if responsibility therefor is assumed by Landlord as discussed in
      Section 35. hereof); costs of capital improvements to the Building or the
      Project expended by Landlord to comply with laws and regulations passed after
      the date of this Lease or to reduce Operating Expenses, provided that the cost
      of such capital improvements shall be amortized over the estimated useful life
      of such capital improvement in accordance with generally accepted accounting
      principals, with Tenant being responsible only for its pro rata share of such
      costs which are attributable to the months remaining in the Term and any renewal
      term(s); reasonable reserves for replacements as may be customary in the
      geographic area in which the Project is located; the cost of license fees
      related to the Project; the cost of all charges for property (all risk),
      liability, rent loss and all other insurance for the Project to the extent
      that
      such insurance is required to be carried by Landlord under any lease, mortgage
      or deed of trust covering the whole or a substantial part of the Project or
      the
      Building, or, if not required under any such lease, mortgage or deed of trust,
      then to the extent such insurance is carried by owners of properties comparable
      to the Project; the cost of all building and cleaning supplies and materials;
      the cost of all charges for security services, cleaning, maintenance and service
      contracts and other services with independent contractors, including but not
      limited to the maintenance, operation and repair of all electrical, plumbing
      and
      mechanical systems of the Project and maintenance, repair and replacement of
      any
      intrabuilding cabling network (“ICN”); and the cost of any janitorial, utility
      or other services to be provided by Landlord. Landlord shall have the right
      but
      not the obligation , from time to time, to equitably allocate some or all of
      the
      Operating Expenses among different tenants of the Project or among different
      buildings which comprise the Project in different Cost Pools.
      Such Cost Pools may include, but shall not be limited to, office space tenants
      or the project and the industrial tenants of the Project any may include an
      allocation of costs based on the nature or duration of certain tenants use.
      For
      example, a tenant or tenants may be charged a greater or lesser share of utility
      or hvac maintenance costs based on usage. 

     


    
      
        
        

      

      
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    Notwithstanding
      the foregoing, the following shall not be included within Operating Expenses:
      (i) costs of capital improvements (except any improvements that might be deemed
      “capital improvements” related to the enhancement or upgrade of the ICN and
      related equipment, costs to comply with laws passed after the date of this
      Lease
      and costs incurred by Landlord to reduce Operating Expenses) and costs of curing
      design or construction defects; (ii) depreciation; (iii) interest and principal
      payments on mortgages and other debt costs and ground lease payments, if any,
      and any penalties assessed as a result of Landlord’s late payments of such
      amounts; (iv) real estate broker leasing commissions or compensation; (v) any
      cost or expenditure (or portion thereof) for which Landlord is reimbursed,
      whether by insurance proceeds or otherwise (vi) attorneys’ fees, costs,
      disbursements, advertising and marketing and other expenses incurred in
      connection with the negotiation of leases with prospective tenants of the
      Building; (vii) rent for space which is not actually used by Landlord in
      connection with the management and operation of the Building; (viii) all costs
      or expenses (including fines, penalties and legal fees) incurred due to the
      violation by Landlord, its employees, agents, contractors or assigns of the
      terms and conditions of the Lease, or any valid, applicable building code,
      governmental rule, regulation or law; (ix) except for the referenced management
      compensation, any overhead or profit increments to any subsidiary or affiliate
      of Landlord for services on or to the Building, to the extent that the costs
      of
      such services exceed competitive costs for such services; (x) the cost of
      constructing tenant improvements for Tenant or any other tenant of the Building
      or Project; (xi) Operating Expenses specially charged to and paid by any other
      tenant of the Building or Project; (xii) the cost of special services, goods
      or
      materials provided to any other tenant of the Building or Project; and (xiii)
      Landlord's general corporate overhead and general and administrative expenses;
      (xiv) costs arising from the negligence or misconduct of Landlord or other
      tenants or occupants of the Building or their respective agents, employees,
      licensees, vendors, contractors, or providers of materials or services; (xv)
      costs arising from the presence of "Hazardous Materials" on or about the
      Building or Project, including, without limitation, Hazardous Materials in
      the
      ground water or soil, not placed in the Premises, Building or Project by Tenant;
      (xvi) costs (including in connection therewith all attorneys' fees and costs
      of
      settlement judgments and payments in lieu thereof) arising from claims, disputes
      or potential disputes in connection with potential or actual claims litigation
      or arbitrations pertaining to Landlord and/or the Building and/or the Project
      and not related to Tenant; (xvii) costs associated with the operation of the
      business of the partnership or entity which constitutes Landlord as the same
      are
      distinguished from the costs of operation of the Building, including partnership
      accounting and legal matters, costs of defending any lawsuits with any mortgagee
      (except as the actions of Tenant may be in issue), costs of selling,
      syndicating, financing, mortgaging or hypothecating any of Landlord's interest
      in the Building; and (xviii) penalties incurred as a result of Landlord's
      negligence, inability or unwillingness to make payments of, and/or to file
      any
      tax or informational returns with respect to, any Real Property Taxes, when
      due.

     

    6.4  Determination
      and Payment of Tax Costs and Operating Expenses.

     

    6.4.1  On
      or
      before the last day of each December during the Term of this Lease, Landlord
      shall furnish to Tenant a written statement showing in reasonable detail
      Landlord’s projected Direct Costs for the succeeding calendar year. During the
      ensuing calendar year, Tenant shall pay Tenant’s Proportionate Share of
      estimated Direct Costs in advance in equal monthly installments pursuant to
      the
      same terms as Monthly Installments of Base Rent. If during the course of the
      calendar year Landlord determines that actual Direct Costs will vary from its
      estimate by more than five percent (5%), Landlord may deliver to Tenant a
      written statement showing Landlord’s revised estimate of Direct Costs. On the
      next payment date for Monthly Installments of Rent following Tenant’s receipt of
      either such statement, Tenant shall pay to Landlord an additional amount equal
      to such monthly Rent increase adjustment (as set forth on 

     

    
      
        
        

      

      
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    6.4.2  Landlord’s
      statement). Thereafter, the monthly Rent adjustment payments becoming due shall
      be in the amount set forth in such projected Rent adjustment statement from
      Landlord. Neither Landlord’s failure to deliver nor late delivery of such
      statement shall constitute a default by Landlord or a waiver of Landlord’s right
      to any Rent adjustment provided for herein.

     

    6.4.3  On
      or
      before the first day of each April during the Term of this Lease, Landlord
      shall
      furnish to Tenant a written statement of reconciliation (the “Reconciliation”)
      showing in reasonable detail Landlord’s actual Direct Costs for the prior year,
      together with a full statement of any adjustments necessary to reconcile any
      sums paid as estimated Rent adjustments during the prior year with those sums
      actually payable for such prior year. In the event such Reconciliation shows
      that additional sums are due from Tenant, Tenant shall pay such sums to Landlord
      within twenty (20) days of receipt of such Reconciliation. In the event such
      Reconciliation shows that a credit is due Tenant, such credit shall be credited
      against the sums next becoming due from Tenant, unless this Lease has expired
      or
      been terminated pursuant to the terms hereof (and all sums due Landlord have
      been paid), in which event such sums shall be refunded to Tenant. Neither
      Landlord’s failure to deliver nor late delivery of such Reconciliation to Tenant
      by April first shall constitute a default by Landlord or operate as a waiver
      of
      Landlord’s right to collect all Rent due hereunder. 

     

    6.4.4  So
      long
      as Tenant is not in default under the terms of the Lease and provided Notice
      of
      Tenant’s request is given to Landlord within thirty (30) days after Tenant’s
      receipt of the Reconciliation, Tenant may inspect Landlord’s Reconciliation
      accounting records relating to Direct Costs at Landlord’s corporate office,
      during normal business hours, for the purpose of verifying the charges contained
      in such statement. The audit must be completed within sixty (60) days of
      Landlord’s receipt of Tenant’s Notice, unless such period is extended by
      Landlord (in Landlord’s reasonable discretion). Before conducting any audit
      however, Tenant must pay in full the amount of Direct Costs billed. Tenant
      may
      only review those records that specifically relate to Direct Costs. Tenant
      may
      not review any other leases or Landlord’s tax returns or financial statements.
      In conducting an audit, Tenant must utilize an independent certified public
      accountant experienced in auditing records related to commercial property
      operations and shall not be compensated on a contingent fee basis. The proposed
      accountant is subject to Landlord’s reasonable prior approval. The audit shall
      be conducted in accordance with generally accepted rules of auditing practices.
      Tenant may not conduct an audit more often than once each calendar year. Tenant
      may audit records relating to a calendar year only one time. No audit shall
      cover a period of time other than the calendar year from which Landlord’s
      Reconciliation was generated. Upon receipt thereof, Tenant shall deliver to
      Landlord a copy of the audit report and all accompanying data. Tenant and
      Tenant’s auditor shall keep confidential any agreements involving the rights
      provided in this section and the results of any audit conducted hereunder.
      As a
      condition precedent to Tenant’s right to conduct an audit, Tenant’s auditor
      shall sign a confidentiality agreement in a form reasonably acceptable to
      Landlord. However, Tenant shall be permitted to furnish information to its
      attorneys, accountants and auditors to the extent necessary to perform their
      respective services for Tenant.

     

    6.5  Definition
      of Rent.
      All
      costs and expenses other than Base Rent, that Tenant assumes or agrees or is
      obligated to pay to Landlord under this Lease shall be deemed additional rent
      (which, together with the Base Rent, is sometimes referred to as
“Rent”).

     

    6.6  Taxes
      on Tenant’s Use and Occupancy.
      In
      addition to the Rent and any other charges to be paid by Tenant hereunder,
      Tenant shall pay Landlord upon demand for any and all taxes payable by Landlord
      (other than net income taxes) which are not otherwise reimbursable under this
      Lease, whether or not now customary or within the contemplation of the parties,
      where such taxes are upon, measured by or reasonably attributable to (a) the
      cost or value of Tenant’s equipment, furniture, fixtures and other personal
      property located in the Premises, or the cost or value of any leasehold
      improvements made in or to the Premises by or for Tenant; (b) the gross or
      net
      Rent payable under this Lease, including, without limitation, any rental or
      gross receipts tax levied by any taxing authority with respect to the receipt
      of
      the Rent hereunder; (c) the possession, leasing, operation, management, 


     


    
      
        
        

      

      
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      maintenance,
        alteration, repair, use or occupancy by Tenant of the Premises or any
        portion thereof; or (d) this transaction or any document to which Tenant
        is a
        party creating or transferring an interest or an estate in the Premises.
        If it
        becomes unlawful for Tenant to reimburse Landlord for any costs as required
        under this Lease, the Base Rent shall be revised to net Landlord the same
        net
        Rent after imposition of any tax or other charge upon Landlord as would have
        been payable to Landlord but for the reimbursement being unlawful.

    

     

    7.  LATE
      CHARGES.

     

    If
      Tenant
      fails to pay when due any Rent or other amounts or charges which Tenant is
      obligated to pay under the terms of this Lease, then Tenant shall pay Landlord
      a
      late charge equal to ten percent (10%) of each such installment if any such
      installment is not received by Landlord within five (5) days from the date
      it is
      due. Tenant acknowledges that the late payment of any Rent will cause Landlord
      to lose the use of that money and incur costs and expenses not contemplated
      under this Lease including, without limitation, administrative costs and
      processing and accounting expenses, the exact amount of which is extremely
      difficult to ascertain. Landlord and Tenant agree that this late charge
      represents a reasonable estimate of such costs and expenses and is fair
      compensation to Landlord for the loss suffered as a result of such late payment
      by Tenant. However, the late charge is not intended to cover Landlord’s
      attorneys’ fees and costs relating to delinquent Rent. Acceptance of any late
      charge shall not constitute a waiver of Tenant’s default with respect to such
      late payment by nor prevent Landlord from exercising any other rights or
      remedies available to Landlord under this Lease. Late charges are deemed
      additional Rent. 

     

    In
      no
      event shall this provision for the imposition of a late charge be deemed to
      grant to Tenant a grace period or an extension of time within which to pay
      any
      Rent due hereunder or prevent Landlord from exercising any right or remedy
      available to Landlord upon Tenant’s failure to pay such Rent when
      due.

     

    8.  SECURITY
      DEPOSIT.

     

    Upon
      execution of this Lease, Tenant agrees to deposit with Landlord a Security
      Deposit in the amount set forth in Section 2.15. as security for Tenant’s
      performance of its obligations under this Lease. Landlord and Tenant agree
      that
      the Security Deposit may be commingled with funds of Landlord and Landlord
      shall
      have no obligation or liability for payment of interest on such deposit. Tenant
      shall not mortgage, assign, transfer or encumber the Security Deposit without
      the prior written consent of Landlord and any attempt by Tenant to do so shall
      be void, without force or effect and shall not be binding upon
      Landlord.

     

    If
      Tenant
      fails to timely pay any Rent or other amount due under this Lease, or fails
      to
      perform any of the terms hereof, Landlord may, at its option and without
      prejudice to any other remedy which Landlord may have, appropriate and apply
      or
      use all or any portion of the Security Deposit for Rent payments or any other
      amount then due and unpaid, for payment of any amount for which Landlord has
      become obligated as a result of Tenant’s default or breach, and for any loss or
      damage sustained by Landlord as a result of Tenant’s default or breach. If
      Landlord so uses any of the Security Deposit, Tenant shall, within ten (10)
      days
      after written demand therefor, restore the Security Deposit to the full amount
      originally deposited. Tenant’s failure to do so shall constitute an act of
      default hereunder and Landlord shall have the right to exercise any remedy
      provided for in Section 19. hereof. 

     

    If
      Tenant
      defaults under this Lease more than two (2) times during any calendar year,
      irrespective of whether such default is cured, then, without limiting Landlord’s
      other rights and remedies, Landlord may, in Landlord’s sole discretion, modify
      the amount of the required Security Deposit. Within ten (10) days after Notice
      of such modification, Tenant shall submit to Landlord the required additional
      sums. Tenant’s failure to do so shall constitute an act of default, and Landlord
      shall have the right to exercise any remedy provided for in Section 19.
      hereof.

     

    If
      Tenant
      complies with all of the terms and conditions of this Lease, and Tenant is
      not
      in default on any of its obligations hereunder, then within the time period
      statutorily prescribed after Tenant vacates the Premises, Landlord shall return
      to Tenant (or, at Landlord’s option, to the last subtenant or assignee of
      Tenant’s interest hereunder) the Security Deposit less any expenditures made by
      Landlord to repair damages
      to the Premises caused by Tenant and to clean the Premises upon expiration
      or
      earlier termination of this Lease. 

     


    
      
        
        

      

      
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    9.  TENANT’S
      USE OF THE PREMISES.

     

    The
      provisions of this Section are for the benefit of the Landlord and are not
      nor
      shall they be construed to be for the benefit of any tenant of the Building
      or
      Project.

     

    9.1  Use.
      Tenant
      shall use the Premises solely for the purposes set forth in Section 2.19. No
      change in the Use of the Premises shall be permitted, except as provided in
      this
      Section 9.

     

    9.1.1  If,
      at
      any time during the Term hereof, Tenant desires to change the Use of the
      Premises, including any change in Use associated with a proposed assignment
      or
      sublet of the Premises, Tenant shall provide Notice to Landlord of its request
      for approval of such proposed change in Use. Tenant shall promptly supply
      Landlord with such information concerning the proposed change in Use as Landlord
      may reasonably request. Landlord shall have the right to approve such proposed
      change in Use, which approval shall not be unreasonably withheld. Landlord’s
      consent to any change in Use shall not be construed as a consent to any
      subsequent change in Use.

     

    9.1.2  Tenant
      shall be permitted access to the Premises, the Building and the parking area
      24
      hours per day/7 days per week. Before 8:00 a.m. and after 6:00 p.m. Monday
      through Friday and before 9:00 am and after 1:00 p.m. on Saturday and all day
      Sunday and recognized holidays (“Non-Business Hours”), Tenant shall access the
      Building and elevators via electronic card key access. 

     

    9.2  Observance
      of Law.
      Tenant
      shall not use or occupy the Premises or permit anything to be done in or about
      the Premises in violation of any declarations, covenant, condition or
      restriction, or law, statute, ordinance or governmental rules, regulations
      or
      requirements now in force or which may hereafter be enacted or promulgated.
      Tenant shall, at its sole cost and expense, upon Notice from Landlord,
      immediately discontinue any use of the Premises which is declared by any
      governmental authority having jurisdiction to be a violation of law or of the
      Certificate of Occupancy. Tenant shall promptly comply, at its sole cost and
      expense, with all laws, statutes, ordinances and governmental rules, regulations
      or requirements now in force or which may hereafter be imposed which shall
      by
      reason of Tenant’s Use or occupancy of the Premises, impose any duty upon Tenant
      or Landlord with respect to Tenant’s Use or occupation. Further, Tenant shall,
      at Tenant’s sole cost and expense, maintain the Premises in compliance with all
      such laws, including the Americans With Disabilities Act of 1990, as amended
      (“ADA”), whether or not the necessity for compliance is triggered by Tenant’s
      Use, and Tenant shall make, at its sole cost and expense, any changes to the
      Premises required to accommodate Tenant’s employees with disabilities (any work
      performed pursuant to this Section shall be subject to the terms of Section
      12.
      hereof). Notwithstanding the foregoing sentence to the contrary, Tenant shall
      not be responsible for any non-compliance with the ADA that exists on the
      Possession Date The judgment of any court of competent jurisdiction or the
      admission by Tenant in any action or proceeding against Tenant, whether Landlord
      is a party thereto or not, that Tenant has violated any such law, statute,
      ordinance, or governmental regulation, rule or requirement in the use or
      occupancy of the Premises, Building or Project shall be conclusive of that
      fact
      as between Landlord and Tenant.

     

    9.3  Insurance.
      Tenant
      shall not do or permit to be done anything which will contravene, invalidate
      or
      increase the cost of any insurance policy covering the Building or Project
      and/or property located therein, and shall comply with all rules, orders,
      regulations, requirements and recommendations of Landlord’s insurance carrier(s)
      or any board of fire insurance underwriters or other similar body now or
      hereafter constituted, relating to or affecting the condition, use or occupancy
      of the Premises, excluding structural changes not related to or affected by
      Tenant’s improvements or acts. Tenant shall promptly upon demand reimburse
      Landlord for any additional premium charged for violation of this
      Section.

     


    
      
        
        

      

      
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    9.4  Nuisance
      and Waste.
      Tenant
      shall not do or permit anything to be done in or about the Premises which will
      in any way obstruct or interfere with the rights of other tenants or occupants
      of the Building or Project, or injure or annoy them, or use or allow the
      Premises to be used for any improper, unlawful or objectionable purpose. Tenant
      shall not cause, maintain or permit any nuisance in, on or about the Premises.
      Tenant shall not commit or suffer to be committed any waste in or upon the
      Premises. Tenant shall not install business machines or mechanical equipment
      which will in any manner cause noise objectionable to or injure other tenants
      in
      the Project.

     

    9.5  Load
      and Equipment Limits.
      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 as determined by Landlord
      or
      Landlord’s structural engineer. The cost of any such determination made by
      Landlord’s structural engineer in connection with Tenant’s occupancy shall be
      paid by Tenant upon Landlord’s demand. 

     

    9.6  Hazardous
      Material.
      Unless
      Tenant obtains the prior written consent of Landlord, Tenant shall not create,
      generate, use, bring, allow, emit, dispose, or permit on the Premises, Building
      or Project any toxic or hazardous gaseous, liquid, or solid material or waste,
      or any other hazardous material defined or listed in any applicable federal,
      state or local law, rule, regulation or ordinance. If Landlord grants its
      consent, Tenant shall comply with all applicable laws with respect to such
      hazardous material, including all laws affecting the use, storage and disposal
      thereof. If the presence of any hazardous material brought to the Premises,
      Building or Project by Tenant or Tenant’s employees, agent or contractors
      results in contamination, Tenant shall promptly take all actions necessary,
      at
      Tenant’s sole cost and expense, to remediate the contamination and restore the
      Premises, Building or Project to the condition that existed before introduction
      of such hazardous material. Tenant shall first obtain Landlord’s approval of the
      proposed remedial action and shall keep Landlord informed during the process
      of
      remediation.

     

    Tenant
      shall indemnify, defend and hold Landlord harmless from any claims, liabilities,
      costs or expenses incurred or suffered by Landlord arising from such bringing,
      allowing, using, permitting, generating, creating, emitting, or disposing of
      toxic or hazardous material whether or not consent to same has been granted
      by
      Landlord. Tenant’s duty to defend, hold harmless and indemnify Landlord
      hereunder shall survive the expiration or termination of this Lease. The consent
      requirement contained herein shall not apply to ordinary office products that
      may contain de minimis quantities of hazardous material; however, Tenant’s
      indemnification obligations are not diminished with respect to the presence
      of
      such products. Tenant acknowledges that Tenant has an affirmative duty to
      immediately notify Landlord of any release or suspected release of hazardous
      material in the Premises or on or about the Project. 

     

    Medical
      waste and any other waste, the removal of which is regulated, shall be
      contracted for and disposed of by Tenant, at Tenant’s expense, in accordance
      with all applicable laws and regulations. No material shall be placed in Project
      trash boxes, receptacles or Common Areas if the material is of such a nature
      that it cannot be disposed of in the ordinary and customary manner of removing
      and disposing of trash and garbage in the State without being in violation
      of
      any law or ordinance.

     

    10.  SERVICES
      AND UTILITIES.

     

    Landlord
      agrees to furnish services and utilities to the Premises twenty-four (24) hours
      per day, seven (7) days per week, three hundred sixty-five (265) days per year
      (collectively, “Tenant’s Operating Hours”) subject to the current Rules and
      Regulations of the Building or Project, a copy of which is attached hereto
      as
Exhibit
      C,
      and
      provided that Tenant is not in default hereunder. Services and utilities shall
      include reasonable quantities of electricity (for the Common Area), up to 800
      amps of electricity for Tenant’s lights and plugs for normal use as general
      office and a 24 hour call/data center, heating, ventilation and air conditioning
      (HVAC) as required in Landlord’s reasonable judgment for the comfortable use and
      occupancy of the Premises; lighting replacement for building standard lights
      (for the Common Area); window washing and janitor services in a manner that
      such
      services are 

     


    
      
        
        

      

      
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      customarily
        furnished to comparable office buildings in the area. Landlord shall supply
        common area water for drinking, cleaning and restroom purposes only.
        During Tenant’s Operating Hours, Landlord shall also maintain and keep lighted
        the common stairs, common entries and restrooms in the Building and shall
        furnish elevator service and restroom supplies. If Tenant desires HVAC or
        other
        customary Building services during Non-Business Hours, Landlord shall use
        reasonable efforts to furnish such service upon reasonable notice from Tenant,
        and Tenant shall pay Landlord’s charges therefor on demand. Landlord may provide
        telecommunications lines and systems as discussed in Section 35. hereof.
        HVAC
        units serving the Premises shall be replaced in accordance with Exhibit D
        attached hereto. Upon and after execution of this Lease by Landlord and Tenant,
        Landlord and Tenant agree that they will use good-faith and commercially
        reasonable and diligent efforts to negotiate a mutually agreeable amended
        Exhibit D to be attached to this Lease, which amended Exhibit D shall (a)
        provide more detailed specifications and requirements for when HVAC units
        serving the Premises need to be replaced, and (b) be consistent with the
        purpose
        and intent of the original Exhibit D (i.e., the Exhibit D attached to Lease
        upon
        Lease execution).

    

     

    Tenant,
      at Tenant’s sole cost and expense, shall: (i) obtain and pay for all electricity
      used to power the lights and electrical outlets located within the Premises
      as
      measured by a separate meter to the Premises; (ii) obtain and pay for all
      replacement bulbs and ballasts in the Premises; and (iii) supply all paper
      and
      other products used within the Premises. Upon Tenant’s request, Landlord shall
      replace bulbs and ballasts in the Premises, and Tenant shall pay Landlord for
      the cost of such light bulbs and ballasts plus Landlord’s reasonable
      administrative and labor costs associated with light bulb and ballast
      replacement.

     

    If
      permitted by law, Landlord shall have the right, in Landlord’s reasonable
      discretion, from time to time during the Term and upon thirty (30) days prior
      written notice to Tenant (except that no notice is necessary in the event of
      an
      emergency or electricity shortage or stoppage), to contract for the provision
      of
      electricity (or any other utility) with, and to switch from, any company
      providing such utility so long as the provision of any such services does not
      materially adversely affect Tenant’s operations. Tenant shall cooperate with
      Landlord and any such utility provider at all times, and, as reasonably
      necessary, Tenant shall allow such parties access to the electric (or other
      utility) lines, feeders, risers, wiring and other machinery located within
      the
      Premises.

     

    Landlord
      shall not be in default hereunder or be liable for any damages directly or
      indirectly resulting from, nor shall Rent be abated by reason of (a) the
      installation, use or interruption of use of any equipment in connection with
      the
      furnishing of any of the foregoing services, or (b) failure to furnish or delay
      in furnishing any such services where such failure or delay is caused by
      accident or any condition or event beyond the reasonable control of Landlord,
      or
      by the making of necessary repairs or improvements to the Premises, Building
      or
      Project, or (c) any change, failure, interruption, disruption or defect in
      the
      quantity or character of the electricity (or other utility) supplied to the
      Premises or Project, or (d) the limitation, curtailment or rationing of, or
      restrictions on, use of water, electricity, gas or any other form of energy
      serving the Premises, Building or Project. Landlord shall not be liable under
      any circumstances for a loss of or injury to property or business, however
      occurring, through, in connection with or incidental to the failure to furnish
      any such services.

     

    Notwithstanding
      anything contained herein to the contrary, if Tenant is granted the right to
      purchase electricity from a provider other than the company or companies used
      by
      Landlord, Tenant shall indemnify, defend, and hold harmless Landlord from and
      against all losses, claims, demands, expenses and judgments caused by, or
      directly or indirectly arising from, the acts or omissions of Tenant’s
      electricity provider (including, but not limited to, expenses and/or fines
      incurred by Landlord in the event Tenant’s electricity provider fails to provide
      sufficient power to the Premises, as well as damages resulting from the improper
      or faulty installation or construction of facilities or equipment in or on
      the
      Premises by Tenant or Tenant’s electricity provider). 

     

    If
      Tenant
      uses heat generating machines or equipment in the Premises that affects the
      temperature otherwise maintained by the HVAC system, Landlord reserves the
      right
      to install supplementary air conditioning units in the Premises and the cost
      thereof, including the cost of installation, operation and maintenance thereof,
      shall be paid by Tenant to Landlord upon demand therefor.

     


    
      
        
        

      

      
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    11.  REPAIRS
      AND MAINTENANCE.

     

    11.1  Landlord’s
      Obligations.
      Landlord shall make structural repairs except as specified herein and shall
      maintain in good order, condition and repair the Building and all other portions
      of the Premises not the obligation of Tenant or of any other tenant in the
      Building, the cost of which shall be part of Operating Expenses. If applicable,
      Landlord shall also maintain in good order, condition and repair the ICN, the
      cost of which is a reimbursable expense unless responsibility therefor is
      assigned to a particular tenant. 

     

    11.2  Tenant’s
      Obligations.

     

    11.2.1  Tenant
      shall, at Tenant’s sole expense and except for services furnished by Landlord
      pursuant to Section 10. hereof, maintain the Premises in good order, condition
      and repair. For the purposes of this Section 11.2.1., the term Premises shall
      be
      deemed to include all items and equipment installed by or for the benefit of
      or
      at the expense of Tenant, including without limitation the interior surfaces
      of
      the ceilings, walls and floors; all doors; all interior and exterior windows;
      dedicated heating, ventilating and air conditioning equipment; all plumbing,
      pipes and fixtures; electrical switches and fixtures; internal wiring as it
      connects to the ICN, if applicable. 

     

    11.2.2  Tenant
      shall be responsible for all repairs and alterations in and to the Premises,
      Building and Project and the facilities and systems thereof to the satisfaction
      of Landlord, the need for which arises out of (a) Tenant’s use or occupancy of
      the Premises, (b) the installation, removal, use or operation of Tenant’s
      Property (as defined in Section 13.) in the Premises, (c) the moving of Tenant’s
      Property into or out of the Building, or (d) the act, omission, misuse or
      negligence of Tenant, its agents, contractors, employees or
      invitees.

     

    11.2.3  If
      Tenant
      fails to maintain the Premises in good order, condition and repair, Landlord
      shall give Notice to Tenant to do such acts as are reasonably required to so
      maintain the Premises. If Tenant fails to promptly commence such work and
      diligently prosecute it to completion, then Landlord shall have the right to
      do
      such acts and expend such funds at the expense of Tenant as are reasonably
      required to perform such work.

     

    11.3  Compliance
      with Law.
      Landlord and Tenant shall each do all acts necessary to comply with all
      applicable laws, statutes, ordinances, and rules of any public authority
      relating to their respective maintenance obligations as set forth herein. The
      provisions of Section 9.2. are deemed restated here.

     

    11.4  Notice
      of Defect.
      If it
      is Landlord’s obligation to repair, Tenant shall give Landlord prompt Notice,
      regardless of the nature or cause, of any damage to or defective condition
      in
      any part or appurtenance of the Building’s mechanical, electrical, plumbing,
      HVAC or other systems serving, located in, or passing through the
      Premises.

     

    11.5  Landlord’s
      Liability.
      Except
      as otherwise expressly provided in this Lease, Landlord shall have no liability
      to Tenant nor shall Tenant’s obligations under this Lease be reduced or abated
      in any manner by reason of any inconvenience, annoyance, interruption or injury
      to business arising from Landlord’s making any repairs or changes which Landlord
      is required or permitted by this Lease or by any other tenant’s lease or
      required by law to make in or to any portion of the Project, Building or
      Premises. Landlord shall nevertheless use reasonable efforts to minimize any
      interference with Tenant’s conduct of its business in the Premises
      and,
      except in the event of an emergency, shall give Tenant at least ten (10) days
      prior written notice of the expected date of commencement of any such repairs
      or
      changes.

     


    
      
        
        

      

      
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    12.  CONSTRUCTION,
      ALTERATIONS AND ADDITIONS.

     

    12.1  Landlord’s
      Construction Obligations.
      Landlord shall perform Landlord’s Work to the Premises as described in Exhibit
“B.”

     

    12.2  Tenant’s
      Construction Obligations.
      Intentionally deleted. 

     

    12.3  Tenant’s
      Alterations and Additions.
      Tenant
      shall not make any other additions, alterations or improvements to the Premises
      without obtaining the prior written consent of Landlord. Landlord’s consent may
      be conditioned, without limitation, on Tenant removing any such additions,
      alterations or improvements upon the expiration of the Term and restoring the
      Premises to the same condition as on the date Tenant took possession. Any and
      all additions, alterations or improvements performed by or on behalf of Tenant
      shall comply with all applicable laws, ordinances, codes and rules of any public
      authority (including, but not limited to the ADA) (collectively, “Legal
      Requirements”)and shall be done in a good and professional manner by properly
      qualified and licensed personnel approved by Landlord. All work shall be
      diligently prosecuted to completion. Upon completion, Tenant shall furnish
      Landlord “as-built” plans. Prior to commencing any such work, Tenant shall
      furnish Landlord with plans and specifications; names and addresses of
      contractors; copies of all contracts; copies of all necessary permits; evidence
      of contractor’s and subcontractor’s insurance coverage for Builder’s Risk at
      least as broad as Insurance Services Office (ISO) special causes of loss form
      CP
      10 30, Commercial General Liability at least as broad as ISO CG 00 01, workers’
compensation, employer’s liability and auto liability, all in amounts reasonably
      satisfactory to Landlord; and indemnification in a form reasonably satisfactory
      to Landlord. The work shall be performed in a manner that will not interfere
      with the quiet enjoyment of the other tenants in the Building in which the
      Premises is located.

     

    Landlord
      may require, in Landlord’s sole discretion and at Tenant’s sole cost and
      expense, that Tenant provide Landlord with a lien and completion bond in an
      amount equal to at least one and one half (1 1/2) times the total estimated
      cost
      of any additions, alterations or improvements to be made in or to the Premises.
      Nothing contained in this Section 12.3 shall relieve Tenant of its obligation
      under Section 12.4. to keep the Premises, Building and Project free of all
      liens.

     

    12.4  Payment.
      Tenant
      shall pay the costs of any work done on the Premises pursuant to Sections 12.2.
      and 12.3 and shall keep the Premises, Building and Project free and clear of
      liens of any kind. Tenant hereby indemnifies, and agrees to defend against
      and
      keep Landlord free and harmless from all liability, loss, damage, costs,
      reasonable attorneys’ fees and any other expense incurred on account of claims
      by any person performing work or furnishing materials or supplies for Tenant
      or
      any person claiming under Tenant.

     

    Tenant
      shall give Notice to Landlord at least ten (10) business days prior to the
      expected date of commencement of any work relating to alterations, additions
      or
      improvements to the Premises. Landlord retains the right to enter the Premises
      and post such notices as Landlord deems proper at any reasonable time.


     

    12.5  Property
      of Landlord.
      Except
      as otherwise set forth herein, all additions, alterations and improvements
      made
      to the Premises shall become the property of Landlord and shall be surrendered
      with the Premises upon the expiration of the Term unless their removal is
      required by Landlord as provided in Section 12.3., provided, however, Tenant’s
      equipment, machinery and trade fixtures shall remain the Property of Tenant
      and
      shall be removed.

     

    13.  LEASEHOLD
      IMPROVEMENTS; TENANT’S PROPERTY.

     

     


    
      
        
        

      

      
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          13.1
        Leasehold
        Improvements.
        All fixtures, equipment (including air-conditioning or heating systems),
        improvements and appurtenances attached to or built into the Premises at
        the
        commencement or during the Term of the Lease (“Leasehold Improvements”),
        whether or not by or at the expense of Tenant, shall be and remain a part
        of the
        Premises, shall be the property of Landlord and shall not be removed by Tenant,
        except as expressly provided in Section 13.2., unless Landlord, by Notice
        to
        Tenant not later than thirty (30) days prior to the expiration of the Term,
        elects to have Tenant remove any Leasehold Improvements installed by Tenant.
        In
        such case, Tenant, at Tenant’s sole cost and expense and prior to the expiration
        of the Term, shall remove the Leasehold Improvements and repair any damage
        caused by such removal. 

    

     

    13.2  Tenant’s
      Property.
      All
      signs, notices, displays, movable partitions, business and trade fixtures,
      machinery and equipment (including, without limitation, equipment purchased
      by
      Tenant with Tenant’s personal funds (i.e., excluding items purchased with any
      allowance or other funds provided to Tenant by Landlord), such as the back-up
      generators, uninterrupted power supply system and emergency standby battery
      system, but excluding air-conditioning or heating systems, whether installed
      by
      Tenant or not), personal telecommunications equipment and office equipment
      located in the Premises and acquired by or for the account of Tenant, without
      expense to Landlord, which can be removed without structural damage to the
      Building, and all furniture, furnishings and other articles of movable personal
      property owned by Tenant and located in the Premises (collectively, “Tenant’s
      Property”) shall be and shall remain the property of Tenant and may be removed
      by Tenant at any time during the Term so long as Tenant is not in default of
      its
      obligations under this Lease; provided that if any of Tenant’s Property is
      removed, Tenant shall promptly repair any damage to the Premises or to the
      Building resulting from such removal, including without limitation repairing
      the
      flooring and patching and painting the walls where required by Landlord to
      Landlord’s reasonable satisfaction, all at Tenant’s sole cost and
      expense.

     

    14.  INDEMNIFICATION.

     

    14.1  Tenant
      Indemnification.
      Tenant
      shall indemnify and hold Landlord harmless from and against any and all
      liability and claims of any kind for loss or damage to any person or property
      arising out of: (a) Tenant’s use and occupancy of the Premises, or the Building
      or Project, or any work, activity or thing done, allowed or suffered by Tenant
      in, on or about the Premises, the Building or the Project; (b) any breach or
      default by Tenant of any of Tenant’s obligations under this Lease; or (c) any
      negligent or otherwise tortious act or omission of Tenant, its agents,
      employees, subtenants, licensees, customers, guests, invitees or contractors
      (including agents or contractors who perform work outside of the Premises for
      Tenant). At Landlord’s request, Tenant shall, at Tenant’s expense, and by
      counsel satisfactory to Landlord, defend Landlord in any action or proceeding
      arising from any such claim. Tenant shall indemnify Landlord against all costs,
      reasonable attorneys’ fees, expert witness fees and any other expenses or
      liabilities incurred in such action or proceeding. As a material part of the
      consideration for Landlord’s execution of this Lease, Tenant hereby assumes all
      risk of damage or injury to any person or property in, on or about the Premises
      from any cause and Tenant hereby waives all claims in respect thereof against
      Landlord, except in connection with damage or injury resulting solely from
      the
      negligence or willful misconduct of Landlord or its authorized
      agents. 

     

    14.2  Landlord
      Not Liable.
      Landlord shall not be liable for injury or damage which may be sustained by
      the
      person or property of Tenant, its employees, invitees or customers, or any
      other
      person in or about the Premises, caused by or resulting from fire, steam,
      electricity, gas, water or rain which may leak or flow from or into any part
      of
      the Premises, or from the breakage, leakage, obstruction or other defects of
      pipes, sprinklers, wires, appliances, plumbing, air conditioning, lighting
      fixtures or mechanical or electrical systems, whether such damage or injury
      results from conditions arising upon the Premises or upon other portions of
      the
      Building or Project or from other sources, unless the condition was the sole
      result of Landlord’s gross negligence or willful misconduct. Landlord shall not
      be liable for any damages arising from any act or omission of any other tenant
      of the Building or Project or for the acts of persons in, on or about the
      Premises, Building or the Project who are not the authorized agents of Landlord
      or for losses due to theft, vandalism or like causes. 

     

    Tenant
      acknowledges that Landlord’s election to provide mechanical surveillance or to
      post security personnel in the Building or on the Project is solely within
      Landlord’s discretion. Landlord shall have
      no
      liability in connection with the decision whether or not to provide such
      services, and, to the extent permitted by law, Tenant hereby waives all claims
      based thereon. 


    
      
        
        

      

      
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    15.  TENANT’S
      INSURANCE.

     

    15.1  Insurance
      Requirement.
      Tenant
      shall procure and maintain insurance coverage in accordance with the terms
      hereof, either as specific policies or within blanket policies. Coverage shall
      begin on the date Tenant is given access to the Premises for any purpose and
      shall continue until expiration of the Term, except as otherwise set forth
      in
      the Lease. The cost of such insurance shall be borne by Tenant.

     

    Insurance
      shall be with insurers licensed to do business in the State, and acceptable
      to
      Landlord. The insurers must have a current A.M. Best’s rating of not less than
      A:XII, or equivalent (as reasonably determined by Landlord) if the Best’s rating
      system is discontinued.

     

    Tenant
      shall furnish Landlord with original certificates and amendatory endorsements
      effecting coverage required by this Section 15. before the date Tenant is first
      given access to the Premises. All certificates and endorsements are to be
      received and approved by Landlord before any work commences. Landlord reserves
      the right to inspect and/or copy any insurance policy required to be maintained
      by Tenant hereunder, or to require complete, certified copies of all required
      insurance policies, including endorsements effecting the coverage required
      herein at any time. Tenant shall comply with such requirement within thirty
      (30)
      days of demand therefor by Landlord. Tenant shall furnish Landlord with renewal
      certificates and amendments or a “binder” of any such policy at least twenty
      (20) days prior to the expiration thereof. Each insurance policy required herein
      shall be endorsed to state that coverage shall not be canceled, except after
      thirty (30) days prior written notice to Landlord and Landlord’s lender (if such
      lender’s address is provided).

     

    The
      Commercial General Liability policy, as hereinafter required, shall contain,
      or
      be endorsed to contain, the following provisions: (a) Landlord and any parties
      designated by Landlord shall be covered as additional insureds as their
      respective interests may appear; and (b) Tenant’s insurance coverage shall be
      primary insurance as to any insurance carried by the parties designated as
      additional insureds. Any insurance or self-insurance maintained by Landlord
      shall be excess of Tenant’s insurance and shall not contribute with
      it.

     

    15.2  Minimum
      Scope of Coverage.
      Coverage shall be at least as broad as set forth herein. However, if, because
      of
      Tenant’s Use or occupancy of the Premises, Landlord determines, in Landlord’s
      reasonable judgment, that additional insurance coverage or different types
      of
      insurance are necessary, then Tenant shall obtain such insurance at Tenant’s
      expense in accordance with the terms of this Section 15.

     

    15.2.1  Commercial
      General Liability (ISO occurrence form CG 00 01) which shall cover liability
      arising from Tenant’s Use and occupancy of the Premises, its operations
      therefrom, Tenant’s independent contractors, products-completed operations,
      personal injury and advertising injury, and liability assumed under an insured
      contract.

     

    15.2.2  Workers’
      Compensation insurance as required by law, and Employers Liability
      insurance.

     

    15.2.3  Commercial
      Property Insurance (ISO special causes of loss form CP 10 30) against all risk
      of direct physical loss or damage (including flood, if applicable), earthquake
      excepted, for: (a) all leasehold improvements (including any alterations,
      additions or improvements made by Tenant pursuant to the provisions of Section
      12. hereof) in, on or about the Premises; and (b) trade fixtures, merchandise
      and Tenant’s Property from time to time in, on or about the Premises. The
      proceeds of such property insurance shall be used for the repair or replacement
      of the property so insured. Upon termination of this Lease following a casualty
      as set forth
      herein, the proceeds under (a) shall be paid to Landlord, and the proceeds
      under
      (b) above shall be paid to Tenant.

     


    
      
        
        

      

      
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    15.2.4  Business
      Auto Liability.

     

    15.2.5  Business
      Interruption and Extra Expense Insurance.

     

    15.3  Minimum
      Limits of Insurance.
      Tenant
      shall maintain limits not less than:

     

    15.3.1  Commercial
      General Liability: $1,000,000 per occurrence. If the insurance contains a
      general aggregate limit, either the general aggregate limit shall apply
      separately to this location or the general aggregate limit shall be at least
      twice the required occurrence limit.

     

    15.3.2  Employer’s
      Liability: $1,000,000 per accident for bodily injury or disease.

     

    15.3.3  Commercial
      Property Insurance: 100% replacement cost with no coinsurance penalty
      provision.

     

    15.3.4  Business
      Auto Liability: $1,000,000 per accident.

     

    15.3.5  Business
      Interruption and Extra Expense Insurance: In a reasonable amount and comparable
      to amounts carried by comparable tenants in comparable projects.

     

    15.4  Deductible
      and Self-Insured Retention.
      Any
      deductible or self-insured retention in excess of $5,000 per occurrence must
      be
      declared to and approved by Landlord. At the option of Landlord, either the
      insurer shall reduce or eliminate such deductible or self-insured retention
      or
      Tenant shall provide separate insurance conforming to this
      requirement.

     

    15.5  Increases
      in Insurance Policy Limits.
      If the
      coverage limits set forth in this Section 15. are deemed inadequate by Landlord
      or Landlord’s lender, then Tenant shall increase the coverage limits to the
      amounts reasonably recommended by either Landlord or Landlord’s
      lender. 

     

    15.6  Waiver
      of Subrogation.
      Landlord and Tenant each hereby waive all rights of recovery against the other
      and against the officers, employees, agents and representatives, contractors
      and
      invitees of the other, on account of loss by or damage to the waiving party
      or
      its property or the property of others under its control, to the extent that
      such loss or damage is insured against under any insurance policy which may
      have
      been in force at the time of such loss or damage.

     

    15.7  Landlord’s
      Right to Obtain Insurance for Tenant.
      If
      Tenant fails to obtain the insurance coverage or fails to provide certificates
      and endorsements as required by this Lease, Landlord may, at its option, obtain
      such insurance for Tenant. Tenant shall pay, as Additional Rent, the reasonable
      cost thereof together with a ten percent (10%) service charge.

     

    16.  DAMAGE
      OR
      DESTRUCTION.

     

    16.1  Damage.
      If,
      during the Term of this Lease, the Premises or the portion of the Building
      necessary for Tenant’s occupancy is damaged by fire or other casualty covered by
      fire and extended coverage insurance carried by Landlord, Landlord shall
      promptly repair the damage provided (a) such repairs can, in Landlord’s opinion,
      be completed, under applicable laws and regulations, within two hundred seventy
      (270) days of the date a permit for such construction is issued by the governing
      authority, (b) insurance proceeds are available to pay eighty percent (80%)
      or
      more of the cost of restoration, and (c) Tenant performs its obligations
      pursuant to Section 16.4. hereof. In such event, this Lease shall continue
      in
      full force and effect, except that if such damage is not the result of the
      negligence or willful misconduct of Tenant, its agents or employees, Tenant
      shall be entitled to a proportionate reduction of Rent to the extent Tenant’s
      use of the Premises is impaired commencing with the date of damage and
      continuing until completion
      of the repairs required of Landlord under Section 16.4. If the damage is due
      to
      the fault or neglect of Tenant, its agents or employees and loss of rental
      income insurance is denied as a result, there shall be no abatement of
      Rent.

     


    
      
        
        

      

      
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    Notwithstanding
      anything contained in the Lease to the contrary, in the event of partial or
      total damage or destruction of the Premises during the last twelve (12) months
      of the Term, either party shall have the option to terminate this Lease upon
      thirty (30) days prior Notice to the other party provided such Notice is served
      within thirty (30) days after the damage or destruction. For purposes of this
      Section 16.1., “partial damage or destruction” shall mean the damage or
      destruction of at least thirty-three and one-third percent (33 and 1/3%) of
      the
      Premises, as determined by Landlord in Landlord’s reasonable
      discretion.

     

    16.2  Repair
      of Premises in Excess of Two Hundred Seventy Days.
      If in
      Landlord’s opinion, such repairs to the Premises or portion of the Building
      necessary for Tenant’s occupancy cannot be completed under applicable laws and
      regulations within two hundred seventy (270) days of the date a permit for
      such
      construction is issued by the governing authority, Landlord may elect, upon
      Notice to Tenant given within thirty (30) days after the date of such fire
      or
      other casualty, to repair such damage, in which event this Lease shall continue
      in full force and effect, but Rent shall be partially abated as provided in
      this
      Section 1. If Landlord does not so elect to make such repairs, this Lease shall
      terminate as of the date of such fire or other casualty.

     

    16.3  Repair
      Outside Premises.
      If any
      other portion of the Building or Project is totally destroyed or damaged to
      the
      extent that in Landlord’s reasonable opinion repair thereof cannot be completed
      under applicable laws and regulations within two hundred seventy (270) days
      of
      the date a permit for such construction is issued by the governing authority,
      Landlord may elect upon Notice to Tenant given within thirty (30) days after
      the
      date of such fire or other casualty, to repair such damage, in which event
      this
      Lease shall continue in full force and effect, but Rent shall be partially
      abated as provided in this Section 16. If Landlord does not elect to make such
      repairs, this Lease shall terminate as of the date of such fire or other
      casualty.

     

    16.4  Tenant
      Repair.
      If the
      Premises are to be repaired under this Section 16., Landlord shall repair at
      its
      cost any injury or damage to the Building. Notwithstanding anything contained
      herein to the contrary, Landlord shall not be obligated to perform work other
      than Landlord’s Work performed previously pursuant to Section 12.1. hereof.
      Tenant shall be responsible at its sole cost and expense for the repair,
      restoration and replacement of any other Leasehold Improvements and Tenant’s
      Property (as well as reconstructing and reconnecting Tenant’s internal
      telecommunications wiring and related equipment). Landlord shall not be liable
      for any loss of business, inconvenience or annoyance arising from any repair
      or
      restoration of any portion of the Premises, Building or Project as a result
      of
      any damage from fire or other casualty. 

     

    16.5  Election
      to Perform Landlord’s Work.
      Notwithstanding anything to the contrary contained herein, Landlord shall
      provide Notice to Tenant of its intent to repair or replace the Premises (if
      Landlord elects to perform such work), and, within ten (10) business days of
      its
      receipt of such Notice, Tenant shall provide Notice to Landlord of its intent
      to
      reoccupy the Premises. Should Tenant fail to provide such Notice to Landlord,
      then such failure shall be deemed an election by Tenant to re-occupy the
      Premises and Landlord may elect to perform the repair or replacement of the
      Premises. Such election shall not result in a termination of this Lease and
      all
      obligations of Tenant hereunder shall remain in full force and effect, including
      the obligation to pay Rent. 

     

    16.6  Express
      Agreement.
      This
      Lease shall be considered an express agreement governing any case of damage
      to
      or destruction of the Premises, Building or Project by fire or other casualty,
      and any present or future law which purports to govern the rights of Landlord
      and Tenant in such circumstances in the absence of an express agreement shall
      have no application.

     


    
      
        
        

      

      
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    17.  EMINENT
      DOMAIN.

     

    17.1  Whole
      Taking.
      If the
      whole of the Building or Premises is lawfully taken by condemnation or in any
      other manner for any public or quasi public purpose, this Lease shall terminate
      as of the date of such taking, and Rent shall be prorated to such
      date.

     

    17.2  Partial
      Taking.
      If less
      than the whole of the Building or Premises is so taken, this Lease shall be
      unaffected by such taking, provided that (a) Tenant shall have the right to
      terminate this Lease by Notice to Landlord given within ninety (90) days after
      the date of such taking if twenty percent (20%) or more of the Premises is
      taken
      and the remaining area of the Premises is not reasonably sufficient for Tenant
      to continue operation of its business, and (b) Landlord shall have the right
      to
      terminate this Lease by Notice to Tenant given within ninety (90) days after
      the
      date of such taking. If either Landlord or Tenant so elects to terminate this
      Lease, the Lease shall terminate on the thirtieth (30th) calendar day after
      either such Notice. Rent shall be prorated to the date of termination. If this
      Lease continues in force upon such partial taking, Base Rent and Tenant’s
      Proportionate Share shall be equitably adjusted.

     

    17.3  Proceeds.
      In the
      event of any taking, partial or whole, all of the proceeds of any award,
      judgment or settlement payable by the condemning authority shall be the
      exclusive property of Landlord, and Tenant hereby assigns to Landlord all of
      its
      right, title and interest in any award, judgment or settlement from the
      condemning authority; however, Tenant shall have the right, to the extent that
      Landlord’s award is not reduced or prejudiced, to claim from the condemning
      authority (but not from Landlord) such compensation as may be recoverable by
      Tenant in its own right for relocation expenses and damage to Tenant’s Property
      and damage to Leasehold Improvements installed at the sole expense of
      Tenant. 

     

    17.4  Landlord’s
      Restoration.
      In the
      event of a partial taking of the Premises which does not result in a termination
      of this Lease, Landlord shall restore the remaining portion of the Premises
      as
      nearly as practicable to its condition prior to the condemnation or taking;
      provided however, Landlord shall not be obligated to perform work other than
      Landlord’s Work performed previously pursuant to Section 12.1. hereof. Tenant
      shall be responsible at its sole cost and expense for the repair, restoration
      and replacement of Tenant’s Property and any other Leasehold
      Improvements.

     

    18.  ASSIGNMENT
      AND SUBLETTING.

     

    No
      assignment of this Lease or sublease of all or any part of the Premises shall
      be
      permitted, except as provided in this Section 18.

     

    18.1  No
      Assignment or Subletting.
      Tenant
      shall not, without the prior written consent of Landlord, assign or hypothecate
      this Lease or any interest herein or sublet the Premises or any part thereof,
      or
      permit the use of the Premises or any part thereof by any party other than
      Tenant. Any of the foregoing acts without such consent shall be voidable and
      shall, at the option of Landlord, constitute a default hereunder. This Lease
      shall not, nor shall any interest of Tenant herein, be assignable by operation
      of law without the prior written consent of Landlord.

     

    18.1.1  For
      purposes of this Section 18., the following shall be deemed an
      assignment:

                            18.1.1.1  If
      Tenant
      is a partnership, any withdrawal or substitution (whether voluntary,
      involuntary, or by operation of law, and whether occurring at one time or over
      a
      period of time) of any partner(s) owning twenty-five (25%) or more
      (cumulatively) of any interest in the capital or profits of the partnership,
      or
      the dissolution of the partnership;

     


    
      
        
        

      

      
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                            18.1.1.2  If
      Tenant
      is a corporation, any dissolution, merger, consolidation, or other
      reorganization of Tenant, any sale or transfer (or cumulative sales or
      transfers) of the capital stock of Tenant in excess of twenty-five percent
      (25%), or any sale (or cumulative sales) or transfer of fifty-one (51%) or
      more
      of the value of the assets of Tenant provided, however, the foregoing shall
      not
      apply to corporations the capital stock of which is publicly traded.


     

    Notwithstanding
      anything in this Article XVIII to the contrary, Tenant shall have the right,
      upon at least thirty (30) days prior written notice to Landlord, without first
      obtaining Landlord’s consent, to assign this Lease or sublease all or any
      portion of the Premises (a) to an entity controlling, controlled by, or under
      common control with Tenant, or (b) to the surviving entity if Tenant merges
      or
      consolidates (provided that the surviving entity has a net worth as least equal
      to the greater of (i) the net worth of Tenant upon the date of this Lease or
      (ii) the net worth of Tenant prior to such merger or consolidation) (“each, an
      Affiliate”); provided, however, that Tenant shall (a) deliver to Landlord a copy
      of the executed assignment or sublease document, as the case may be, together
      with a written assumption from the transferee of all of the obligations of
      Tenant under the Lease, and (b) Tenant shall not be released from any
      obligations hereunder and shall continue to remain fully liable therefor.
The
      term
      "control",
      as
      used in this paragraph, shall mean the power to direct or cause the direction
      of
      the management and policies of the controlled entity through the ownership
      of
      more than fifty percent (50%) of the voting securities in such controlled
      entity. Notwithstanding anything contained in this Article XVIII to the
      contrary, Tenant agrees not to enter into any lease, sublease, license,
      concession or other agreement for use, occupancy or utilization of the Premises
      which provides for rental or other payment based in whole or in part on the
      net
      income or profits derived by any person from the Premises (other than an amount
      based on a fixed percentage(s) of receipts or sales), and that any such
      purported lease, sublease, license, concession or other agreement shall be
      absolutely void and ineffective. 

    


     

    18.2  Landlord’s
      Consent.
      If, at
      any time or from time to time during the Term hereof, Tenant desires to assign
      this Lease or sublet all or any part of the Premises, and if Tenant is not
      then
      in default under the terms of the Lease, Tenant shall submit to Landlord a
      written request for approval setting forth the terms and provisions of the
      proposed assignment or sublease, the identity of the proposed assignee or
      subtenant, and a copy of the proposed form of assignment or sublease. Tenant’s
      request for consent shall be submitted to Landlord at least thirty (30) days
      prior to the intended date of such transfer. Tenant shall promptly supply
      Landlord with such information concerning the business background and financial
      condition of such proposed assignee or subtenant as Landlord may reasonably
      request. Landlord shall have the right to approve such proposed assignee or
      subtenant, which approval shall not be unreasonably withheld, conditioned or
      delayed. In no event however, shall Landlord be required to consent to any
      assignment or sublease (a) to an existing tenant in the Project or (b) that
      may
      violate any restrictions contained in any mortgage, lease or agreement affecting
      the Project. Landlord’s consent to any assignment shall not be construed as a
      consent to any subsequent assignment, subletting, transfer of partnership
      interest or stock, occupancy or use.

     

    18.2.1  Landlord’s
      approval shall be conditioned, among other things, on Landlord’s receiving
      adequate assurances of future performance under this Lease and any sublease
      or
      assignment. In determining the adequacy of such assurances, Landlord may base
      its decision on such factors as it deems appropriate, including but not limited
      to:

                            18.2.1.1  that
      the
      source of rent and other consideration due under this Lease, and, in the case
      of
      assignment, that the financial condition and operating performance and business
      experience of the proposed assignee and its guarantors, if any, shall be equal
      to or greater than the financial condition and operating performance and
      experience of Tenant and its guarantors, if any, as of the time Tenant became
      the lessee under this Lease;

     


    
      
        
        

      

      
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                            18.2.1.2  that
      any
      assumption or assignment of this Lease will not result in increased cost or
      expense, wear and tear, greater traffic or demand for services and utilities
      provided by Landlord pursuant to Section 10. hereof and will not disturb or
      be
      detrimental to other tenants of Landlord; 

                    18.2.1.3  whether
      the proposed assignee’s use of the Premises will include the use of Hazardous
      Material, or will in any way increase any risk to Landlord relating to Hazardous
      Material; and

                            18.2.1.4  that
      assumption or assignment of such lease will not disrupt any tenant mix or
      balance in the project.

                    18.2.2  The
      assignment or sublease shall be on the same terms and conditions set forth
      in
      the written request for approval given to Landlord, or, if different, upon
      terms
      and conditions consented to by Landlord;

     

    18.2.3  No
      assignment or sublease shall be valid and no assignee or sublessee shall take
      possession of the Premises or any part thereof until an executed counterpart
      of
      such assignment or sublease has been delivered to Landlord;

     

    18.2.4  No
      assignee or sublessee shall have a further right to assign or sublet except
      on
      the terms herein contained;

     

    18.2.5  Any
      sums
      or other economic considerations received by Tenant as a result of such
      assignment or subletting, however denominated under the assignment or sublease,
      which exceed, in the aggregate (a) the total sums which Tenant is obligated
      to
      pay Landlord under this Lease (prorated to reflect obligations allocable to
      any
      portion of the Premises subleased), plus (b) any real estate brokerage
      commissions or fees payable to third parties and actual, out-of-pocket and
      documented market-rate marketing costs, improvement allowances and other lease
      concessions in connection with such assignment or subletting, shall be shared
      equally by Tenant and Landlord as Additional Rent under this Lease without
      effecting or reducing any other obligations of Tenant hereunder.

     

    If
      Landlord consents to the proposed transfer, Tenant shall deliver to Landlord
      three (3) fully executed original documents (in the form previously approved
      by
      Landlord) and Landlord shall attach its consent thereto. Landlord shall retain
      one (1) fully executed original document. No transfer of Tenant’s interest in
      this Lease shall be deemed effective until the terms and conditions of this
      Section 18. have been fulfilled.

     

    18.3  Tenant
      Remains Responsible.
      No
      subletting or assignment shall release Tenant of Tenant’s obligations under this
      Lease or alter the primary liability of Tenant to pay the Rent and to perform
      all other obligations to be performed by Tenant hereunder. The acceptance of
      Rent by Landlord from any other person shall not be deemed to be a waiver by
      Landlord of any provision hereof. Consent to one assignment or subletting shall
      not be deemed consent to any subsequent assignment or subletting. In the event
      of default by an assignee or subtenant 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
      assignee, subtenant or successor. Landlord may consent to subsequent assignments
      or sublets of the Lease or amendments or modifications to the 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.

     


    
      
        
        

      

      
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    18.4  Conversion
      to a Limited Liability Entity.
      Notwithstanding anything contained herein to the contrary, if Tenant is a
      limited or general partnership (or is comprised of two (2) or more persons,
      individually or as co-partners, or entities), the change or conversion of Tenant
      to (a) a limited liability company, (b) a limited liability partnership, or
      (c)
      any other entity which possesses the characteristics of limited liability (any
      such limited liability entity is collectively referred to herein as a “Successor
      Entity”) shall be prohibited unless the prior written consent of Landlord is
      obtained, which consent may be withheld in Landlord’s sole
      discretion.

     

    18.4.1  Notwithstanding
      the preceding paragraph, Landlord agrees not to unreasonably withhold or delay
      such consent provided that:

     

    18.4.1.1  The
      Successor Entity succeeds to all or substantially all of Tenant’s business and
      assets;

     

    18.4.1.2  The
      Successor Entity shall have a tangible net worth (“Tangible Net Worth”),
      determined in accordance with generally accepted accounting principles,
      consistently applied, of not less than the greater of the Tangible Net Worth
      of
      Tenant on (a) the date of execution of the Lease, or (b) the day immediately
      preceding the proposed effective date of such conversion; and

     

    18.4.1.3  Tenant
      is
      not in default of any of the terms, covenants, or conditions of this Lease
      on
      the propose effective date of such conversion.

     

    18.5  Payment
      of Fees.
      If
      Tenant assigns the Lease or sublets the Premises or requests the consent of
      Landlord to any assignment, subletting or conversion to a limited liability
      entity, then Tenant shall, upon demand, pay Landlord, whether or not consent
      is
      ultimately given, an administrative fee of Three Hundred and 00/100 Dollars
      ($300.00) plus costs and other reasonable expenses incurred by Landlord in
      connection with each such act or request.

     

    19.  DEFAULT.

     

    19.1  Tenant’s
      Default.
      The
      occurrence of any one or more of the following events shall constitute a default
      and breach of this Lease by Tenant.

     

    19.1.1  If
      Tenant
      abandons or vacates the Premises for ten (10) or more consecutive business
      days.

     

    19.1.2  If
      Tenant
      fails to pay any Rent or additional Rent or any other charges required to be
      paid by Tenant under this Lease and such failure continues for five (5) days
      after receipt of Notice thereof from Landlord to Tenant. 

     

    19.1.3  If
      Tenant
      fails to promptly and fully perform any other covenant, condition or agreement
      contained in this Lease and such failure continues for thirty (30) days after
      Notice thereof from Landlord to Tenant, or, if such default cannot reasonably
      be
      cured within thirty (30) days, if Tenant fails to commence to cure within that
      thirty (30) day period and diligently prosecute to completion.

     

    19.1.4  Intentionally
      Deleted.

     


    
      
        
        

      

      
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    19.1.5  Tenant’s
      failure to provide any document, instrument or assurance as required by Sections
      12., 15., 18. and/or 35. if the failure continues for three (3) days after
      receipt of Notice from Landlord to Tenant.

     

    19.1.6  To
      the
      extent provided by law:

     

    19.1.6.1  If
      a writ
      of attachment or execution is levied on this Lease or on substantially all
      of
      Tenant’s Property; or

     

    19.1.6.2  If
      Tenant
      or Tenant’s Guarantor makes a general assignment for the benefit of creditors;
      or

     

    19.1.6.3  If
      Tenant
      files a voluntary petition for relief or if a petition against Tenant in a
      proceeding under the federal bankruptcy laws or other insolvency laws is filed
      and not withdrawn or dismissed within sixty (60) days thereafter, or if under
      the provisions of any law providing for reorganization or winding up of
      corporations, any court of competent jurisdiction assumes jurisdiction, custody
      or control of Tenant or any substantial part of its property and such
      jurisdiction, custody or control remains in force unrelinquished, unstayed
      or
      unterminated for a period of sixty (60) days; or

     

    19.1.6.4  If
      in any
      proceeding or action in which Tenant is a party, a trustee, receiver, agent
      or
      custodian is appointed to take charge of the Premises or Tenant’s Property (or
      has the authority to do so); or

     

    19.1.6.5  If
      Tenant
      is a partnership or consists of more than one (1) person or entity, if any
      partner of the partnership or other person or entity is involved in any of
      the
      acts or events described in Sections 19.1.6.1. through 19.1.6.4 above.


     

    19.2  Landlord
      Remedies.
      In the
      event of Tenant’s default hereunder, then, in addition to any other rights or
      remedies Landlord may have under any law or at equity, Landlord shall have
      the
      right to collect interest on all past due sums (at the maximum rate permitted
      by
      law to be charged by an individual), and, at Landlord’s option and without
      further notice or demand of any kind, to do the following:

     

    19.2.1  Terminate
      this Lease and Tenant’s right to possession of the Premises and reenter the
      Premises and take possession thereof, and Tenant shall have no further claim
      to
      the Premises or under this Lease; or

     

    19.2.2  Continue
      this Lease in effect, reenter and occupy the Premises for the account of Tenant,
      and collect any unpaid Rent or other charges which have or thereafter become
      due
      and payable; or

     

    19.2.3  Reenter
      the Premises under the provisions of Section 19.2.2., and thereafter elect
      to
      terminate this Lease and Tenant’s right to possession of the
      Premises.

     

    If
      Landlord reenters the Premises under the provisions of Sections 19.2.2. or
      19.2.3. above, Landlord shall not be deemed to have terminated this Lease or
      the
      obligation of Tenant to pay any Rent or other charges thereafter accruing unless
      Landlord notifies Tenant in writing of Landlord’s election to terminate this
      Lease. Acts of maintenance, efforts to relet the Premises or the appointment
      of
      a receiver on Landlord’s initiative to protect Landlord’s interest under this
      Lease shall not constitute a termination of Tenant’s obligations 

     


    
      
        
        

      

      
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      under
        the
        Lease. In the event of any reentry or retaking of possession by Landlord,
        Landlord shall have the right, but not the obligation, to remove all
        or
        any part of Tenant’s Property in the Premises and to place such property in
        storage at a public warehouse at the expense and risk of Tenant. If Landlord
        elects to relet the Premises for the account of Tenant, the rent received
        by
        Landlord from such reletting shall be applied as follows: first, to the payment
        of any indebtedness other than Rent due hereunder from Tenant to Landlord;
        second, to the payment of any costs of such reletting; third, to the payment
        of
        the cost of any alterations or repairs to the Premises; fourth to the payment
        of
        Rent due and unpaid hereunder; and the balance, if any, shall be held by
        Landlord and applied in payment of future Rent as it becomes due. If that
        portion of Rent received from the reletting which is applied against the
        Rent
        due hereunder is less than the amount of the Rent due, Tenant shall pay the
        deficiency to Landlord promptly upon demand by Landlord. Such deficiency
        shall
        be calculated and paid monthly. Tenant shall also pay to Landlord, as soon
        as
        determined, any costs and expenses incurred by Landlord in connection with
        such
        reletting or in making alterations and repairs to the Premises which are
        not
        covered by the rent received from the reletting.

    

     

    19.3  Damages
      Recoverable.
      Should
      Landlord elect to terminate this Lease under the provisions of Section 19.2.,
      Landlord may recover as damages from Tenant the following:

     

    19.3.1  Past
      Rent and Expenses.
      The
      worth at the time of the award of any unpaid Rent that had been earned at the
      time of termination including the value of any Rent that was abated during
      the
      Term of the Lease (except Rent that was abated as a result of damage or
      destruction or condemnation) and the unamortized costs incurred in connection
      with this Lease, including brokerage commissions and tenant improvements costs
      and expenses, amortized over the initial Term of the Lease, including the Tenant
      Improvement Loan, which shall become immediately due and payable;
      plus

     

    19.3.2  Rent
      Prior to Award.
      The
      worth at the time of the award of the amount by which the unpaid Rent that
      would
      have been earned between the time of the termination and the time of the award
      exceeds the amount of unpaid Rent that Tenant proves could reasonably have
      been
      avoided; plus

     

    19.3.3  Rent
      After Award.
      The
      worth at the time of the award of the amount by which the unpaid Rent for the
      balance of the Term after the time of award exceeds the amount of the unpaid
      Rent that Tenant proves could be reasonably avoided; plus

     

    19.3.4  Proximately
      Caused Damages.
      Any
      other amount necessary to compensate Landlord for all 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, including,
      but not limited to, any costs or expenses (including attorneys’ fees), incurred
      by Landlord in (a) retaking possession of the Premises, (b) maintaining the
      Premises after Tenant’s default, (c) preparing the Premises for reletting to a
      new tenant, including any repairs or alterations, and (d) reletting the
      Premises, including brokers’ commissions.

     

    “The
      worth at the time of the award” as used in Sections 19.3.1. and 19.3.2. above,
      is to be computed by allowing interest at the maximum rate permitted by law
      to
      be charged by an individual. “The worth at the time of the award” as used in
      Section 19.3.3. above, is to be computed by discounting the amount at the
      discount rate of the Federal Reserve Bank situated nearest to the Premises
      at
      the time of the award plus one percent (1%).

     

    19.4  Landlord’s
      Right to Cure Tenant’s Default.
      If
      Tenant defaults in the performance of any of its obligations under this Lease
      and Tenant has not timely cured the default after Notice, Landlord may (but
      shall not be obligated to), without waiving such default, perform the same
      for
      the account and at the expense of Tenant. Tenant shall pay Landlord all costs
      of
      such performance immediately upon written demand therefor, and if paid at a
      later date these costs shall bear interest at the maximum rate permitted by
      law
      to be charged by an individual.

     


    
      
        
        

      

      
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    19.5  Landlord’s
      Default.
      It is
      expressly understood and agreed that if Tenant obtains a money judgment against
      Landlord resulting from any default or other claim arising under this Lease,
      that judgment shall be satisfied only out Landlord’s right, title and interest
      in the Premises and the Building and the rents, issues, profits, and other
      income actually received on account thereof, and no other real, personal or
      mixed property of Landlord (or of any of the partners which comprise Landlord,
      if any), wherever situated, shall be subject to levy to satisfy such
      judgment.

     

    19.6  Mortgagee
      Protection.
      Tenant
      agrees to send by certified or registered mail to any first mortgagee or first
      deed of trust beneficiary of Landlord whose address has been furnished to
      Tenant, a copy of any notice of default served by Tenant on Landlord. If
      Landlord fails to cure such default within the time provided for in this Lease,
      then such mortgagee or beneficiary shall have such additional time to cure
      the
      default as is reasonably necessary under the circumstances.

     

    20.  WAIVER.

     

    No
      delay
      or omission in the exercise of any right or remedy of Landlord upon any default
      by Tenant shall impair such right or remedy or be construed as a waiver of
      such
      default. The receipt and acceptance by Landlord of delinquent Rent shall not
      constitute a waiver of any other default: it shall constitute only a waiver
      of
      timely payment for the particular Rent payment involved (excluding the
      collection of a late charge or interest).

     

    No
      act or
      conduct of Landlord, including, without limitation, the acceptance of keys
      to
      the Premises, shall constitute an acceptance of the surrender of the Premises
      by
      Tenant before the expiration of the Term. Only written acknowledgement from
      Landlord to Tenant shall constitute acceptance of the surrender of the Premises
      and accomplish a termination of this Lease.

     

    Landlord’s
      consent to or approval of any act by Tenant requiring Landlord’s consent or
      approval shall not be deemed to waive or render unnecessary Landlord’s consent
      to or approval of any subsequent act by Tenant.

     

    Any
      waiver by Landlord of any default must be in writing and shall not be a waiver
      of any other default concerning the same or any other provision of this
      Lease.

     

    21.  SUBORDINATION
      AND ATTORNMENT.

     

    This
      Lease is and shall be subject and subordinate to all ground or underlying leases
      (including renewals, extensions, modifications, consolidations and replacements
      thereof) which now exist or may hereafter be executed affecting the Building
      or
      the land upon which the Building is situated, or both, and to the lien of any
      mortgages or deeds of trust in any amount or amounts whatsoever (including
      renewals, extensions, modifications, consolidations and replacements thereof)
      now or hereafter placed on or against the Building or on or against Landlord’s
      interest or estate therein, or on or against any ground or underlying lease,
      without the necessity of the execution and delivery of any further instruments
      on the part of Tenant to effectuate such subordination. Landlord shall use
      commercially reasonable efforts to obtain a commercially reasonable
      non-disturbance agreement for the benefit of Tenant from the holder of any
      ground or underlying lese and mortgage or deed of trust senior to this Lease.
      Nevertheless, Tenant covenants and agrees to execute and deliver upon demand,
      without charge therefor, such further instruments evidencing such subordination
      of this Lease to such ground or underlying leases, and to the lien of any such
      mortgages or deeds of trust as may be required by Landlord.

     

    Notwithstanding
      anything contained herein to the contrary, if any mortgagee, trustee or ground
      lessor shall elect that this Lease is senior to the lien of its mortgage, deed
      of trust or ground lease, and shall give written notice thereof to Tenant,
      this
      Lease shall be deemed prior to such mortgage, deed of trust or ground
      lease, whether this Lease is dated prior or subsequent to the date of said
      mortgage, deed of trust, or ground lease, or the date of the recording thereof.
      

     


    
      
        
        

      

      
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    In
      the
      event of any foreclosure sale, transfer in lieu of foreclosure or termination
      of
      the lease in which Landlord is lessee, Tenant shall attorn to the purchaser,
      transferee or lessor as the case may be, and recognize that party as Landlord
      under this Lease, provided such party acquires and accepts the Premises subject
      to this lease.

     

    22.  TENANT
      ESTOPPEL CERTIFICATES.

     

    22.1  Landlord
      Request for Estoppel Certificate.
      Within
      ten (10) days after written request from Landlord, Tenant shall execute and
      deliver to Landlord or Landlord’s designee, in the form requested by Landlord, a
      written statement certifying, among other things, (a) that this Lease is
      unmodified and in full force and effect, or that it is in full force and effect
      as modified and stating the modifications; (b) the amount of Base Rent and
      the
      date to which Base Rent and Additional Rent have been paid in advance; (c)
      the
      amount of any security deposited with Landlord; and (d) that Landlord is not
      in
      default hereunder or, if Landlord is claimed to be in default, stating the
      nature of any claimed default. Any such statement may be conclusively relied
      upon by a prospective purchaser, assignee or encumbrancer of the
      Premises.

     

    22.2  Failure
      to Execute.
      Tenant’s failure to execute and deliver such statement within the time required
      shall at Landlord’s election be a default under this Lease and shall also be
      conclusive upon Tenant that: (a) this Lease is in full force and effect and
      has
      not been modified except as represented by Landlord; (b) there are no uncured
      defaults in Landlord’s performance and that Tenant has no right of offset,
      counter claim or deduction against Rent and (c) not more than one month’s Rent
      has been paid in advance.

     

    23.  NOTICE.

     

    Notice
      shall be in writing and shall be deemed duly served or given if personally
      delivered, sent by certified or registered U.S. Mail, postage prepaid with
      a
      return receipt requested, or sent by overnight courier service, fee prepaid
      with
      a return receipt requested, as follows: (a) if to Landlord, to Landlord’s
      Address for Notice with a copy to the Building manager and Landlord’s counsel at
      the address set forth in Section 2.7. hereof, and (b) if to Tenant, to Tenant’s
      Mailing Address; provided, however, Notices to Tenant shall be deemed duly
      served or given if delivered or sent to Tenant at the Premises. Landlord and
      Tenant may from time to time by Notice to the other designate another place
      for
      receipt of future Notice. Notwithstanding anything contained herein to the
      contrary, when an applicable State statute requires service of Notice in a
      particular manner, service of that Notice in accordance with those particular
      requirements shall replace rather than supplement any Notice requirement set
      forth in the Lease.

     

    24.  TRANSFER
      OF LANDLORD’S INTEREST.

     

    In
      the
      event of any sale or transfer by Landlord of the Premises, Building or Project,
      and assignment of this Lease by Landlord, Landlord shall be and is hereby
      entirely freed and relieved of any and all liability and obligations contained
      in or derived from this Lease arising out of any act, occurrence or omission
      relating to the Premises, Building, Project or Lease occurring after the
      consummation of such sale or transfer, provided the purchaser shall expressly
      assume all of the covenants and obligations of Landlord under this Lease. This
      Lease shall not be affected by any such sale and Tenant agrees to attorn to
      the
      purchaser or assignee provided all of Landlord’s obligations hereunder are
      assumed by such transferee. If any security deposit or prepaid Rent has been
      paid by Tenant, Landlord shall transfer the security deposit or prepaid Rent
      to
      Landlord’s successor and upon such transfer, Landlord shall be relieved of any
      and all further liability with respect thereto.

     

    
      
        
        

      

      
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    25.  SURRENDER
      OF PREMISES.

     

    25.1  Clean
      and Same Condition.
      Upon
      the Expiration Date or earlier termination of this Lease, Tenant shall peaceably
      surrender the Premises to Landlord clean and in the same condition as when
      received,
      except for (a) reasonable wear and tear, (b) loss by fire or other casualty,
      and
      (c) loss by condemnation. Tenant shall remove Tenant’s Property no later than
      the Expiration Date. If Tenant is required by Landlord to remove any additions,
      alterations, or improvements under Section 12.3., Tenant shall complete such
      removal no later than the Expiration Date. Any damage to the Premises, including
      any structural damage, resulting from removal of any addition, alteration,
      or
      improvement made pursuant to Section and/or from Tenant’s use or from the
      removal of Tenant’s Property pursuant to Section 13.2. shall be repaired (in
      accordance with Landlord’s reasonable direction) no later than the Expiration
      Date by Tenant at Tenant’s sole cost and expense. On the Expiration Date, Tenant
      shall surrender all keys to the Premises.

     

    25.2  Failure
      to Deliver Possession.
      If
      Tenants fails to vacate and deliver possession of the Premises to Landlord
      on
      the expiration or sooner termination of this Lease as required by Section 12.3.,
      Tenant shall indemnify, defend and hold Landlord harmless from all claims,
      liabilities and damages resulting from Tenant’s failure to vacate and deliver
      possession of the Premises, including, without limitation, claims made by a
      succeeding tenant resulting from Tenant’s failure to vacate and deliver
      possession of the Premises and rental loss which Landlord suffers.

     

    25.3  Property
      Abandoned.
      If
      Tenant abandons or surrenders the Premises, or is dispossessed by process of
      law
      or otherwise, any of Tenant’s Property left on the Premises shall be deemed to
      be abandoned, and, at Landlord’s option, title shall pass to Landlord under this
      Lease as by a bill of sale. If Landlord elects to remove all or any part of
      such
      Tenant’s Property, the cost of removal, including repairing any damage to the
      Premises or Building caused by such removal, shall be paid by
      Tenant. 

     

    26.  HOLDING
      OVER.

     

    Tenant
      shall not occupy the Premises after the Expiration Date without Landlord’s
      consent. If after expiration of the Term, Tenant remains in possession of the
      Premises with Landlord’s permission (express or implied), Tenant shall become a
      tenant from month to month only upon all the provisions of this Lease (except
      as
      to the term and Base Rent). Monthly Installments of Base Rent payable by Tenant
      during this period shall be increased to be one hundred fifty percent (150%)
      of
      the fair market rental value of the Premises (as reasonably determined by
      Landlord). The tenancy may be terminated by either party, effective on the
      last
      day of a calendar month, by delivering a Notice to the other party at least
      thirty (30) days prior thereto. Nothing contained in this Section 26. shall
      be
      construed to limit or constitute a waiver of any other rights or remedies
      available to Landlord pursuant to this Lease or at law.

     

    27.  RULES
      AND
      REGULATIONS.

     

    Tenant
      agrees to comply with (and cause its agents, contractors, employees and invitees
      to comply with) the rules and regulations attached hereto as Exhibit “C” and
      with such reasonable modifications thereof and additions thereto as Landlord
      may
      from time to time make. Landlord agrees to enforce the rules and regulations
      uniformly against all tenants of the Project. Landlord shall not be liable,
      however, for any violation of said rules and regulations by other tenants or
      occupants of the Building or Project. In the event of any conflict between
      the
      terms and conditions of this Lease and the rules and regulations, the terms
      and
      conditions of this Lease shall govern.

     

    28.  CERTAIN
      RIGHTS RESERVED BY LANDLORD.

     

    Landlord
      reserves the following rights, exercisable without (a) liability to Tenant
      for
      damage or injury to property, person or business; (b) being found to have caused
      an actual or constructive eviction from the Premises; or (c) being found to
      have
      disturbed Tenant’s use or possession of the Premises.

     

    28.1  Name.
      To name
      the Building and Project and to change the name or street address of the
      Building or Project.

     


    
      
        
        

      

      
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    28.2  Signage.
      To
      install and maintain all signs on the exterior and interior of the Building
      and
      Project.

     

    28.3  Access.
      To have
      pass keys to the Premises and all doors within the Premises, excluding Tenant’s
      files, vaults and safes.

     

    28.4  Physical
      Changes.
      To
      stripe or re-stripe, re-surface, enlarge, change the grade or drainage of and
      control access to the parking lot; to assign and reassign spaces for the
      exclusive or nonexclusive use of tenants (including Tenant); and to locate
      or
      relocate parking spaces assigned to Tenant, provided, however, that, except
      if
      required by any applicable law or other governing authority, any such physical
      changes shall not reduce Tenant’s allocation of parking spaces or materially
      adversely affect Tenant’s right to park an additional twenty-five (25) vehicles
      for twenty (20) minutes in the parking lot as further described in Section
      2.11
      of
      this Lease.

     

    28.5  Inspection.
      At any
      time during the Term, and on reasonable prior telephonic notice to Tenant,
      to
      inspect the Premises, and to show the Premises to any person having an existing
      or prospective interest in the Project or Landlord, and during the last twelve
      months of the Term, to show the Premises to prospective tenants
      thereof.

     

    28.6  Entry.
      To
      enter the Premises for the purpose of making inspections, repairs, alterations,
      additions or improvements to the Premises or the Building (including, without
      limitation, checking, calibrating, adjusting or balancing controls and other
      parts of the HVAC system), and to take all steps as may be necessary or
      desirable for the safety, protection, maintenance or preservation of the
      Premises or the Building or Landlord’s interest therein, or as may be necessary
      or desirable for the operation or improvement of the Building or in order to
      comply with laws, orders or requirements of governmental or other authority.
      Landlord agrees to use commercially reasonable efforts (except in an emergency)
      to minimize interference with Tenant’s business in the Premises in the course of
      any such entry.

     

    28.7  Common
      Area Regulation.
      To
      exclusively regulate and control use of the Common Area. Landlord shall have
      the
      right from time to time to designate or change the number, locations, size
      or
      configuration of the Building, including, without limitation, the Common Areas,
      exits and entrances of the Building and the parking areas located on the
      Property; provided, however, that Landlord shall not materially interfere with
      Tenant's enjoyment of or access to the Premises. Tenant shall not have the
      right
      to use those portions of the Common Areas designated from time to time by
      Landlord as for the exclusive use of one or more other tenants.

     

    29.  ADVERTISEMENTS
      AND SIGNS.

     

    Tenant
      shall not affix, paint, erect or inscribe any sign, projection, awning, signal
      or advertisement of any kind to any part of the Premises, Building or Project,
      including without limitation the inside or outside of windows or doors, without
      the prior written consent of Landlord. Landlord shall have the right to remove
      any signs or other matter 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 of written
      demand by Landlord.

     

    30.  INTENTIONALLY
      DELETED.

     

    31.  GOVERNMENT
      ENERGY OR UTILITY CONTROLS.

     

    In
      the
      event of imposition of federal, state or local government controls, rules,
      regulations, or restrictions on the use or consumption of energy or other
      utilities (including telecommunications) during the Term, both Landlord and
      Tenant shall be bound thereby. In the event of a difference in interpretation
      by
      Landlord and Tenant of any such controls, the interpretation of Landlord shall
      prevail and Landlord shall
      have the right to enforce compliance therewith, including the right of entry
      into the Premises to effect compliance.

     


    
      
        
        

      

      
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    32.  FORCE
      MAJEURE. 

     

    Any
      prevention, delay or stoppage of work to be performed by Landlord or Tenant
      which is due to strikes, labor disputes, inability to obtain labor, materials,
      equipment or reasonable substitutes therefor, acts of God, governmental
      restrictions or regulations or controls, judicial orders, enemy or hostile
      government actions, civil commotion, fire or other casualty, or other causes
      beyond the reasonable control of the party obligated to perform hereunder,
      shall
      excuse performance of the work by that party for a period equal to the duration
      of that prevention, delay or stoppage. Nothing in this Section 32. shall excuse
      or delay Tenant’s obligation to pay Rent or other charges under this
      Lease.

     

    33.  BROKERAGE
      FEES.

     

    Tenant
      warrants and represents that it has not dealt with any real estate broker or
      agent in connection with this Lease or its negotiation except the CB Richard
      Ellis and Equis Corporation. Landlord shall be responsible to pay a commission
      to CB Richard Ellis and Equis Corporation pursuant to separate agreements.
      Tenant shall indemnify, defend and hold Landlord harmless from any cost, expense
      or liability (including costs of suit and reasonable attorneys’ fees) for any
      compensation, commission or fees claimed by any real estate broker or agent
      other than CB Richard Ellis and Equis Corporation in connection with this Lease
      or its negotiation by reason of any act of Tenant.

     

    34.  QUIET
      ENJOYMENT. 

     

    Tenant,
      upon payment of Rent and performance of all of its obligations under this Lease,
      shall peaceably, quietly and exclusively enjoy possession of the Premises
      without unwarranted interference by Landlord or anyone acting or claiming
      through Landlord, subject to the terms of this Lease and to any mortgage, lease,
      or other agreement to which this Lease may be subordinate.

     

    35.  TELECOMMUNICATIONS.

     

    35.1  Telecommunications
      Companies.
      Upon
      obtaining Landlord’s prior written approval, Tenant shall have the right to use
      the existing point of penetration in the Building to bring telecommunications
      services into the Building for Tenant’s use. Tenant shall provide Landlord with
      proposed plans and specifications for Tenant’s intended use of said penetration
      points as a condition of Landlord’s approval. Landlord’s approval of, or
      requirements concerning, the lines or any equipment related thereto, the plans,
      specifications or designs related thereto, the contractor or subcontractor,
      or
      the work performed hereunder, shall not be deemed a warranty as to the adequacy
      thereof, and Landlord hereby disclaims any responsibility or liability for
      the
      same. Landlord disclaims all responsibility for the condition or utility of
      the
      intra building cabling network (ICN) and makes no representation regarding
      the
      suitability of the ICN for Tenant’s intended use.

     

    35.2  Tenant’s
      Obligations.
      If at
      any time after the satisfactory completion of Landlord’s Work the point of
      demarcation for Tenant’s telecommunications equipment in Tenant’s telephone
      equipment room or other location is relocated to some other point, whether
      by
      operation of law or otherwise, upon Landlord’s election, Tenant shall, at
      Tenant’s sole expense and cost: (1) within thirty (30) days after notice is
      first given to Tenant of Landlord’s election, cause to be completed by an
      appropriate telecommunications engineering entity approved in advance in writing
      by Landlord, all details of the telecommunications lines serving Tenant in
      the
      Building which details shall include all appropriate plans, schematics, and
      specifications; and (2) if Landlord so elects, immediately undertake the
      operation, repair and maintenance of the telecommunications lines serving Tenant
      in the Building; and (3) upon the termination of the Lease for any reason,
      or
      upon expiration of the Lease, immediately effect the complete removal of all
      or
      any portion or portions of the telecommunications lines serving Tenant in the
      Building and repair any damage caused thereby (to Landlord’s reasonable
      satisfaction).

     


    
      
        
        

      

      
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    Prior
      to
      the commencement of any alterations, additions, or modifications to the
      telecommunications lines serving Tenant in the Building, except for minor
      changes, Tenant shall first obtain Landlord’s prior written consent by written
      request accompanied by detailed plans, schematics, and specifications showing
      all alterations, additions and modifications to be performed, with the time
      schedule for completion of the work, for which Landlord may withhold consent
      in
      its sole and absolute discretion.

     

    35.3  Indemnification.
      Tenant
      shall indemnify, defend and hold harmless Landlord and its employees, agents,
      officers and directors from and against any claims, demands, penalties, fines,
      liabilities, settlements, damages, costs, or expenses of any kind or nature,
      known or unknown, contingent or otherwise, arising out of or in any way related
      to the acts and omissions of Tenant, Tenant’s officers, directors, employees,
      agents, contractors, subcontractors, subtenants and invitees with respect to
      (1)
      any telecommunications lines serving Tenant in the Building; (2) any bodily
      injury (including wrongful death) or property damage (real or personal) arising
      out of or related to any telecommunications lines serving Tenant in the
      Building; (3) any lawsuit brought or threatened, settlement reached, or
      governmental order relating to such telecommunications lines; (4) any violations
      of laws, orders, regulations, requirements, or demands of governmental
      authorities, or any reasonable policies or requirements of Landlord, which
      are
      based upon or in any way related to such telecommunications lines, including,
      without limitation, attorney and consultant fees, court costs and litigation
      expenses. This indemnification and hold harmless agreement will survive this
      Lease. Under no circumstances shall Landlord be liable for interruption in
      telecommunications services to Tenant or any other entity affected, for
      electrical spikes or surges, or for any other cause whatsoever, whether by
      Act
      of God or otherwise, even if the same is caused by the ordinary negligence
      of
      Landlord, Landlord’s contractors, subcontractors, or agents or other tenants,
      subtenants, or their contractors, subcontractors, or agents.

     

    35.4  Landlord’s
      Operation.
      Notwithstanding anything contained herein to the contrary, if the point of
      demarcation is relocated, Landlord may, but shall not be obligated to, undertake
      the operation, repair and maintenance of telecommunications lines and systems
      in
      the Building. If Landlord so elects, Landlord shall give Notice of its intent
      to
      do so, and Landlord shall, based on Landlord’s sole business discretion, make
      such lines and systems available to tenants of the Building (including Tenant)
      in the manner it deems most prudent. Landlord may include in Operating Expenses
      all or a portion of the expenses related to the operation, repair and
      maintenance of the telecommunications lines and systems. 

     

    35.5 Roof
      Rights.
       Roof
      Rights.
      (a) If,
      at any time during the Term, Tenant shall require roof space for the
      installation and operation of one or more communications antennae, microwave
      or
      satellite dishes, together with related equipment, mountings, and supports
      (collectively, "Telecommunications Equipment"), Landlord shall provide Tenant
      with such space on the roof of the Building as is reasonably necessary for
      the
      installation and operation of Tenant's Telecommunications Equipment (but in
      no
      event shall the aggregate amount of such space exceed at any point in time
      100
      square feet), subject to the terms of this Section 35.5. Tenant acknowledges
      and
      agrees that any use of the roof space by Tenant for the installation and
      operation of Tenant's Telecommunications Equipment shall be on a non-exclusive
      basis, except as to that portion of the roof space provided by Landlord to
      Tenant as aforesaid. Tenant may use the roof space and Telecommunications
      Equipment solely for Tenant's own use (and not for resale purposes). The height,
      diameter, design and installation of the satellite dishes or other
      Telecommunications Equipment shall be subject to Landlord's approval, which
      shall not be unreasonably withheld or delayed. In connection therewith, Landlord
      shall make available to Tenant access to the roof space for the construction,
      installation, maintenance, repair, operation and use of Tenant's
      Telecommunications Equipment. All work in connection with the installation
      of
      Tenant's Telecommunications Equipment, including core drilling and reinforcing
      the roof of the Building, if required, shall be performed at Tenant's sole
      cost
      and expense, including the cost of a fire watch and related supervisory costs
      relating to any core drilling, which shall be performed in such a manner and
      at
      such times as Landlord shall reasonably prescribe. References in this Section
      to
      the Telecommunications Equipment shall be deemed to include such riser and
      the
      electrical and telecommunication conduits therein.

     


    
      
        
        

      

      
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    (b) Tenant
      shall use and maintain Tenant's Telecommunications Equipment so as not to cause
      any damage to or interference with (i) the operation of the Building or Building
      systems or (ii) any Telecommunications Equipment installed on the roof space
      by
      licensees, occupants and other tenants in the Building. The installation of
      any
      Telecommunications Equipment shall constitute an alteration under Article 12
      of
      this Lease and shall be performed at Tenant's sole cost and expense (including
      any costs and expenses in connection with reinforcing the roof of the Building,
      if required) in accordance with and subject to the provisions of Article 12
      of
      this Lease. All of the provisions of this Lease shall apply to the installation,
      use and maintenance of Tenant's Telecommunications Equipment, including all
      provisions relating to compliance with all Legal Requirements (including without
      limitation all FCC rules and regulations), insurance, indemnity, repairs and
      maintenance. The roof space and Telecommunications Equipment shall not be used
      or occupied by others and the license granted by this Section shall be personal
      to Tenant, and shall not be assignable, sublet or otherwise transferable in
      any
      circumstance. Tenant's Telecommunications Equipment shall be treated for all
      purposes of this Lease as Tenant's Property.

     

    (c) If
      any of
      Tenant's Telecommunications Equipment interferes with or disturbs Landlord's
      use
      of the roof, including the use by Landlord or other tenants, licensees or
      occupants of the Building of their Telecommunications Equipment, or the
      operation of the Building or the Building Systems, then following demand by
      Landlord, Tenant shall promptly relocate all or a portion of the
      Telecommunications Equipment to another area on the roof designated by Landlord.
      Such relocation shall be at Tenant's sole cost and expense. If Landlord shall
      determine, in its reasonable judgment, that any Tenant's Telecommunications
      Equipment (i) will cause a health hazard or danger to property, (ii) will not
      be
      in accordance with applicable Legal Requirements, or (iii) interferes with
      or
      disturbs Landlord's use of the roof, including the use by Landlord or other
      tenants or occupants of the Building of data transmission equipment thereon
      installed prior to the installation of Tenant's Telecommunications Equipment,
      or
      the operation of the Building or the Building Systems, then, if Tenant is unable
      to promptly cause such Telecommunications Equipment to comply with such Legal
      Requirements, abate such health hazard, danger to property or interference,
      Tenant, at its sole cost and expense, shall remove such Telecommunications
      Equipment from the roof of the Building and, Tenant may, at Tenant's option,
      but
      subject to Landlord's approval as provided in (a) above, replace such
      Telecommunications Equipment with Telecommunications Equipment which complies
      with such Legal Requirements and/or does not cause such health hazard, danger
      to
      property or interference. Notwithstanding the foregoing, Landlord may at its
      option, at any time during the Term after reasonable prior notice to Tenant
      (except in the event of an emergency) require Tenant, using Landlord's roofing
      contractor and any other contractors reasonably required by Landlord, to
      relocate Tenant's Telecommunications Equipment to another area on the roof
      designated by Landlord, at Landlord's sole cost and expense.

     

    (d) Notwithstanding
      anything to the contrary contained herein, if Tenant shall fail to install
      Telecommunications Equipment on the roof on of the Building on or before twelve
      (12) months after the Possession Date, Tenant shall have no right to install
      any
      Telecommunications Equipment and the provisions of this Section shall be void.
      If during the Term of this Lease, Tenant shall cease to use any Tenant's
      Telecommunications Equipment located on the roof of the Building for a period
      of
      time in excess of one hundred eighty (180) days, Tenant shall, at its sole
      cost
      and expense, remove such Telecommunications Equipment from the roof of the
      Building within sixty (60) days after receipt of notice from Landlord to so
      remove such Telecommunications Equipment, and Tenant shall have no further
      rights under this Section 35.5.

     

    (e) Other
      than as set forth in this Section 35.5, Landlord shall not have any obligations
      with respect to Tenant's Telecommunications Equipment or compliance with any
      Legal Requirements (including the obtaining of any required permits or licenses,
      or the maintenance thereof) relating thereto. Landlord makes no representation
      that Tenant's Telecommunications Equipment will be permitted by Legal
      Requirements or be able to receive or transmit communication signals without
      interference or disturbance (whether or not by reason of the installation or
      use
      of similar equipment by others on the roof) and Tenant agrees that Landlord
      shall not be liable to Tenant therefor.

     

     


    
      
        
        

      

      
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            (f)
        Tenant shall (i) be solely
        responsible for any damage caused as a result of the use of Tenant's
        Telecommunications Equipment, (ii) promptly pay any tax, license, permit or
        other fees or charges imposed pursuant to any Legal
        Requirements
        or
        insurance requirements relating to the installation, maintenance or use of
        such
        Telecommunications Equipment, (iii) promptly comply with all precautions
        and
        safeguards reasonably required by Landlord's insurance company and all
Governmental
        Authorities,
        and
        (iv) perform all necessary repairs or replacements to, or maintenance of,
        such
        Telecommunications Equipment, provided, however, that if Tenant's failure
        to so
        repair, replace or maintain such Telecommunications Equipment jeopardizes
        the
        property of Landlord or any other tenant located on the roof or within the
        Building, Landlord may, at Landlord's option and after ten (10) days' notice
        to
        Tenant (except in an emergency), elect to perform such repairs, replacements
        or
        maintenance at Tenant's sole cost and expense. 

    

     

    (g) Tenant
      acknowledges and agrees that the privileges granted Tenant under this Section
      35.5 shall not, now or at any time after the installation of Tenant's
      Telecommunications Equipment, be deemed to grant Tenant a leasehold or other
      real property interest in the Building or any portion thereof, including the
      Building's roof. The license granted to Tenant in this Section shall
      automatically terminate and expire upon the expiration or earlier termination
      of
      this Lease (including extensions or renewals) and the termination of such
      license shall be self-operative and no further instrument shall be required
      to
      effect such termination. Notwithstanding the foregoing, upon request by
      Landlord, Tenant, at Tenant's reasonable expense, shall promptly execute and
      deliver to Landlord, in recordable form, any certificate or other document
      reasonably required by Landlord confirming the termination of Tenant's right
      to
      use the roof of the Building.

     

    (i) Tenant,
      at Tenant's sole cost and expense, shall paint and maintain the Antenna in
      white
      or such other color as Landlord shall determine and shall install such lightning
      rods, air terminals or screening on or about the Antenna as Landlord may
      reasonably require.

     

    


     

    36.  MISCELLANEOUS.

     

    36.1  Accord
      and Satisfaction; Allocation of Payments.
      No
      payment by Tenant or receipt by Landlord of a lesser amount than the Rent
      provided for in this Lease shall be deemed to be other than on account of the
      earliest due Rent, nor shall any endorsement or statement on any check or 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 the Rent or pursue any other remedy provided
      for
      in this Lease. In connection with the foregoing, Landlord shall have the
      absolute right in its sole discretion to apply any payment received from Tenant
      to any account or other payment of Tenant then not current and due or
      delinquent.

     

    36.2  Addenda.
      If any
      provision contained in an addendum to this Lease is inconsistent with any other
      provision herein, the provision contained in the addendum shall control, unless
      otherwise provided in the addendum.

     

    36.3  Attorneys’
      Fees.
      If any
      action or proceeding is brought by either party against the other pertaining
      to
      or arising out of this Lease, the finally prevailing party (i.e., the party
      that
      recovers the greater relief as a result of the action or proceeding) shall
      be
      entitled to recover all costs and expenses, including reasonable attorneys’
fees, incurred on account of such action or proceeding. 

     

    36.4  Captions
      and Section Numbers.
      The
      captions appearing in the body of this Lease have been inserted as a matter
      of
      convenience and for reference only and in no way define, limit or enlarge the
      scope or meaning of this Lease. All references to Section numbers refer to
      Sections in this Lease.

     

    36.5  Changes
      Requested by Lender.
      Neither
      Landlord nor Tenant shall unreasonably withhold its consent to changes or
      amendments to this Lease requested by the lender on Landlord’s interest, so long
      as such changes do not alter the basic business terms of this Lease or otherwise
      materially diminish any rights or materially increase any obligations of the
      party from whom consent to such change or amendment is requested.

     


    
      
        
        

      

      
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    36.6  Choice
      of Law.
      This
      Lease shall be construed and enforced in accordance with the Laws of the
      State.

     

    36.7  Consent.
      Notwithstanding anything contained in this Lease to the contrary, Tenant shall
      have no claim, and hereby waives the right to any claim against Landlord for
      money damages, by reason of any refusal, withholding or delaying by Landlord
      of
      any consent, approval or statement of satisfaction, and, in such event, Tenant’s
      only remedies therefor shall be an action for specific performance, injunction
      or declaratory judgment to enforce any right to such consent, approval or
      statement of satisfaction.

     

    36.8  Authority.
      If
      Tenant is not an individual signing on his or her own behalf, then each
      individual signing this Lease on behalf of the business entity that constitutes
      Tenant represents and warrants that the individual is duly authorized to execute
      and deliver this Lease on behalf of the business entity, and that this Lease
      is
      binding on Tenant in accordance with its terms. Tenant shall, at Landlord’s
      request, deliver a certified copy of a resolution of its board of directors,
      if
      Tenant is a corporation, or other memorandum of resolution if Tenant is a
      limited partnership, general partnership or limited liability entity,
      authorizing such execution.

     

    36.9  Waiver
      of Right to Jury Trial.
      Landlord and Tenant hereby waive their respective rights to a trial by jury
      of
      any claim, action, proceeding or counterclaim by either party against the other
      on any matters arising out of or in any way connected with this Lease, the
      relationship of Landlord and Tenant, and/or Tenant’s Use or occupancy of the
      Premises, Building or Project (including any claim of injury or damage or the
      enforcement of any remedy under any current or future laws, statutes,
      regulations, codes or ordinances).

     

    36.10  Counterparts.
      This
      Lease may be executed in multiple counterparts, all of which shall constitute
      one and the same Lease.

     

    36.11  Execution
      of Lease; No Option.
      The
      submission of this Lease to Tenant shall be for examination purposes only and
      does not and shall not constitute a reservation of or option for Tenant to
      Lease, or otherwise create any interest of Tenant in the Premises or any other
      premises within the Building or Project. Execution of this Lease by Tenant
      and
      its return to Landlord shall not be binding on Landlord, notwithstanding any
      time interval, until Landlord has in fact signed and delivered this Lease to
      Tenant.

     

    36.12  Furnishing
      of Financial Statements; Tenant’s Representations.
      In
      order to induce Landlord to enter into this Lease, Tenant agrees that it shall
      promptly furnish Landlord, from time to time, upon Landlord’s written request,
      financial statements reflecting Tenant’s current financial condition which shall
      be certified by an officer of Tenant. Tenant represents and warrants that all
      financial statements, records and information furnished by Tenant to Landlord
      in
      connection with this Lease are true, correct and complete in all
      respects. 

     

    36.13  Further
      Assurances.
      The
      parties agree to promptly sign all documents reasonably requested to give effect
      to the provisions of this Lease.

     

    36.14  Prior
      Agreements; Amendments.
      This
      Lease and the schedules and addenda attached, if any, form a part of this Lease
      together with the rules and regulations set forth on Exhibit “C” attached
      hereto, and set forth all the covenants, promises, assurances, agreements,
      representations, conditions, warranties, statements, and understandings
      (“Representations”) between Landlord and Tenant concerning the Premises and the
      Building and Project, and there are no Representations, either oral or written,
      between them other than those in this Lease. 

     

     


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    

      This
        Lease supersedes and revokes all previous negotiations, arrangements, letters
        of
        intent, offers to lease, lease proposals, brochures, representations, and
        information conveyed, whether oral or in writing, between the parties hereto
        or
        their respective representatives or any other person purporting to represent
        Landlord or Tenant. Tenant acknowledges that it has not been induced
        to
        enter into this Lease by any Representations not set forth in this Lease,
        and
        that it has not relied on any such Representations. Tenant further acknowledges
        that no such Representations shall be used in the interpretation or construction
        of this Lease, and that Landlord shall have no liability for any consequences
        arising as a result of any such Representations. 

    

     

    Except
      as
      otherwise provided herein, no subsequent alteration, amendment, change, or
      addition to this Lease shall be binding upon Landlord or Tenant unless it is
      in
      writing and signed by each party.

     

    36.15  Recording.
      Tenant
      shall not record this Lease without the prior written consent of Landlord.
      Tenant, upon the request of Landlord, shall execute and acknowledge a short
      form
      memorandum of this Lease for recording purposes.

     

    36.16  Severability.
      A final
      determination by a court of competent jurisdiction that any provision of this
      Lease is invalid shall not affect the validity of any other provision, and
      any
      provision so determined to be invalid shall, to the extent possible, be
      construed to accomplish its intended effect.

     

    36.17  Successors
      and Assigns.
      This
      Lease shall apply to and bind the heirs, personal representatives, and
      successors and assigns of the parties.

     

    36.18  Time
      Is of the Essence.
      Time is
      of the essence of this Lease.

     

    36.19  Multiple
      Parties.
      Except
      as otherwise expressly provided herein, if more than one person or entity is
      named herein as either Landlord or Tenant, the obligations of such Multiple
      Parties shall be the joint and several responsibility of all persons or entities
      named herein as such Landlord or Tenant.

     

    36.20  Consent
      to Press Release.
      Landlord may, after the Lease is fully executed, issue a press release
      containing the following information: (i) Tenant’s name and the nature of
      Tenant’s business; (ii) the Term; (iii) the square footage leased and the
      Building name and location; (iv) the name of the brokers who represented
      Landlord and Tenant; and (v) such other general information as may be
      customarily included in similar press releases. Tenant hereby consents to such
      a
      press release.

     

    36.21 Extension
      Option.
      Landlord
      and Tenant agree that, (i)
      so
      long as there then exists no default either at the time of exercise or at the
      first day of the Extension Term (as hereinafter defined), (ii) this Lease is
      in
      full force and effect, and (iii) Tenant is in occupancy of the entire Premises,
      Tenant shall have the right and option to extend the initial Term hereof for
      one
      additional five (5) year periods (the “Extension Term”) upon written notice to
      Landlord given not less than nine (9) months prior and not more than twelve
      (12)
      months prior to the expiration of the applicable Expiration Date. The parties
      agree that if Tenant fails to exercise its option to extend the initial term
      strictly within the time period set forth in this Section, then Tenant’s right
      to extend the initial Term shall automatically lapse and Tenant shall have
      no
      right to extend the Term. In the event that Tenant shall exercise the option
      granted hereunder, the Extension Term shall be upon the same terms and
      conditions as are in effect under this Lease immediately preceding the
      commencement of such option period except that the Annual Base Rent due from
      the
      Tenant for the applicable Extension Term shall be increased to 100% of the
      Fair
      Market Rent as provided hereinbelow. Tenant shall have no further rights or
      options whatsoever to extend the term beyond the expiration of such Extension
      Term. The initial and the Extension Term are hereinafter sometimes collectively
      referred to as the “term” or “Term.” If Tenant exercises the right to extend the
      Term as herein provided, then no later than 180 days prior to the first day
      of
      the Extension Term, Landlord shall notify Tenant in writing of Landlord’s
      determination of Fair Market Rent for the Premises for the Extension Term
      (“Landlord’s Rental Notice”). If Tenant does not object to Landlord’s
      determination of such Fair Market Rent by written notice to Landlord within
      ten
      (10) days after the date of Landlord’s Rental Notice, then Tenant shall be
      deemed to have accepted the Fair Market Rent set forth in Landlord’s Rental
      Notice. If Tenant does timely object to Landlord’s Rental Notice, and the
      parties cannot agree upon the Fair Market Rent within thirty (30) days after
      Landlord receives Tenant’s notice of objection, then the market rate shall be
      submitted to arbitration as follows: “Fair Market Rent” shall be determined by


     


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    

       

      impartial
        arbitrators (who shall be qualified real estate appraisers or brokers with
        at
        least ten (10) years of experience dealing with like types of properties
        in the Cypress, California area), one to be chosen by the Landlord, one to
        be
        chosen by Tenant, and a third to be selected, if necessary, as below provided,
        and shall reflect the current fair market rent for buildings of comparable
        size,
        quality age and location in the Cypress, California area and the value of
        all
        concessions then being offered in the market for comparable space (“Fair Market
        Rent”). The unanimous written decision of the two first chosen (without
        selection and participation of a third arbitrator), or otherwise the written
        decision of a majority of three arbitrators chosen and selected as aforesaid,
        shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant
        shall each notify the other of its chosen arbitrator within ten (10) days
        following the call for arbitration and, unless such two arbitrators shall
        have
        reached an unanimous decision within thirty (30) days after their designation,
        they shall so notify the then President of the American Arbitration Association
        and request him to select an impartial third arbitrator to determine the
        Fair
        Market Rent as herein defined. Such third arbitrator and the first two chosen
        shall render their decision within thirty (30) days following the date of
        appointment of the third arbitrator and shall notify Landlord and Tenant
        thereof, which decision shall be final and binding on the parties. Landlord
        and
        Tenant shall each pay the expenses of its own arbitrator and shall share
        the
        payment of expenses of the third arbitrator equally, regardless of the outcome
        of arbitration. If the dispute between the parties as to a market rate has
        not
        been resolved before the commencement of Tenant’s obligation to pay Annual Base
        Rent based upon such market rate, Tenant shall pay Annual Base Rent under
        the
        Lease based upon the fair market rate designated by Landlord until either
        (i)
        agreement of the parties as to the market rate, or (ii) decision of the
        arbitrators, as the case may be, at which time Tenant shall promptly pay
        any
        underpayment of Annual Base Rent to Landlord, or Landlord shall credit the
        overpayment of Annual Base Rent against the next installment of rental or
        other
        charges due to Landlord hereunder.

    

     

    


     


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Lease as of the date
      first set forth on Page 1.

    


    LANDLORD:

    


    CRP-2
      HOLDINGS CYPRESS, LLC, 

    a
      Delaware limited liability company

    


    


    


    By:
      /s/ Henry G. Brauer                

    Name:
      Henry G. Brauer                

    Its:
      Executive Vice President             

    


    


    


    TENANT:

    INTEGRATED
      ALARM SERVICES GROUP, INC., 

    a
      Delaware corporation

    


    By:
      /s/ Robert Heintz                

    Name:
      Robert Heintz                

    Its: 
      Executive Vice President          

    


    


    


    


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    


    



    EXHIBIT
      A

    


    FLOOR
      PLAN

    


     

     

     

     

    
 

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    TENANT
      IMPROVEMENT WORK LETTER

    


     

    1. Definitions.
      Terms
      which are defined elsewhere in this Lease shall have the same meanings in this
      Workletter. Terms which are defined in this Workletter shall have the same
      meanings elsewhere in this Lease. In addition to the terms defined elsewhere
      in
      this Workletter, the following terms shall have the following
      meanings:

     

    A. “Landlord’s
      Architect” means Ware & Malcomb, or such other party as may be selected by
      Landlord in Landlord’s sole discretion..

     

    B. “Landlord’s
      Construction Management Fee” means three percent (3%) of the cost of Landlord’s
      Work which shall be paid by Landlord to Landlord’s Construction Manager from the
      Tenant Improvement Funds.

     

    C. “Landlord’s
      Construction Manager” means Charles Dunn Real Estate Services, Inc, or such
      other party as may be selected by Landlord in its sole discretion

     

    D. “Landlord’s
      Contractor” means the contractor hired by Landlord to do the Landlord’s Work
      pursuant to this Work Letter.

     

    E. “Landlord’s
      Engineer” means _____________, or such other party selected by Landlord in
      Landlord’s sole discretion.

     

    F. “Landlord’s
      Work” means the work required to be performed by Landlord under this Work Letter
      (which shall not include Tenant’s furnishings, fixtures, equipment or
      communications and/or data cabling except to the extent expressly specified
      in
      the Tenant Plans).

     

    G. “Mechanical
      System Plans” means the final working drawings, plans and specifications for the
      mechanical, sprinkler, heating, air conditioning, electrical and plumbing
      systems in the Premises, which shall be prepared by Tenant’s Engineer based upon
      and in accordance with the Space Plans and fully coordinated with the remainder
      of the Working Plans, and which shall contain sufficient detail and shall be
      otherwise suitable in all respects for submission to the building department
      to
      obtain a building permit.

     

    H. “Space
      Plans” means plans, drawings, plans and specifications prepared by Tenant’s
      showing the intended design, character, materials and finishes of the Premises,
      including partition and door locations, which shall conform to Building
      standards except as otherwise expressly provided herein, all in sufficient
      detail to enable the Working Plans (including the Mechanical System Plans)
      to be
      prepared.

     

    I. “Substantial
      completion” or “substantially completed” or words of similar import means that
      the work in question has been sufficiently completed such that it is suitable
      for its intended purpose.

     

    J. “Tenant’s
      Architect” means Gensler.

     

    K. “Tenant’s
      Engineer” means Rockbrook Engineering.

     

    L. “Tenant’s
      Contractors” means Tenant’s agents, contractors, licensees and invitees and
      their respective agents, subcontractors and employees.

     

    M. “Tenant
      Delay” means a delay in the Landlord’s Work arising, directly or indirectly, out
      of or on account of any of the following events:

     


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    


     

    (i) Tenant’s
      failure to provide the Space Plans and Working Plans, or any revised Space
      Plans
      and Working Plans, to Landlord within the applicable times specified in
      Paragraph 2 of this Work Letter.

     

    (ii) Tenant’s
      request for a Change, as defined in Paragraph 2 of this Workletter, or any
      permitted modified Change, including without limitation, Landlord’s exercise of
      its rights to approve or disapprove any Change or permitted modified Change,
      or
      any revised Working Plans which reflect a Change or a permitted modified Change;
      the preparation of revised Working Plans to reflect a Change or a permitted
      modified Change; the ordering of any materials or the performance of any work
      necessary to incorporate a Change into the Landlord’s Work; or any delay in the
      commencement of any work necessary to incorporate a Change into the Landlord’s
      Work which is necessitated, required or permitted under the terms of this
      Workletter.

     

    (iii) Any
      delay
      resulting from Landlord’s suspension of the performance of Landlord’s Work as a
      result of Tenant’s failure to timely pay Landlord’s good faith estimate of the
      Excess defined in and pursuant to Paragraph 4.B of this Workletter.

     

    (iv) The
      performance of any work or activities on or about the Building or the Premises
      by Tenant or any of Tenant’s employees or Tenant’s Contractors.

     

    (v) Any
      delay
      caused by Tenant or any of Tenant’s employees or Tenant’s
      Contractors.

     

    (vi) Any
      Event
      of Default of Tenant under this Lease.

     

    N. “Tenant
      Improvement Allowance” means the amount of $336,980.00 (which is $20.00 per
      square foot of Rentable Area of the Premises).

     

    O. “Tenant
      Improvement Loan” means the amount paid by Landlord for Landlord’s Work after
      the TI Allowance is exhausted, which amount is not to exceed $252,735.00 (which
      is the $15 per square foot of Rentable Area of the Premises), and which shall
      be
      amortized over the initial lease term at ten percent (10%) per annum and repaid
      by Tenant to Landlord as additional rent in monthly installments.

     

    P. “Tenant
      Improvement Funds: means the Tenant Improvement Allowance and the Tenant
      Improvement Loan, collectively.

     

    Q. “Tenant
      Plans” means the Space Plans, the Mechanical System Plans and the Working
      Plans.

     

    R. “Turnover
      Date” means the earlier of (i) the date Landlord’s Work is substantially
      completed or (ii) the date Landlord’s Work would have been substantially
      completed but for one or more Tenant Delays.

     

    S. “Working
      Plans” means the final working drawings, plans and specifications (including the
      Mechanical System Plans) for all work to be performed by Landlord in the
      Premises, as prepared by Tenant’s Architect and Tenant’s Engineer which shall be
      based upon and in accordance with the Space Plans, and which shall contain
      sufficient detail and shall be otherwise suitable in all respects for submission
      to the building department of the City of Cypress, CA to obtain a building
      permit.

     


    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    


    


     

    2. Preparation
      and Approval of Tenant Plans.

     

    A. Tenant
      has previously entered into a separate agreement with Tenant’s Architect for the
      preparation of the Space Plans and the Working Plans and a separate agreement
      with Tenant’s Engineer for the preparation of the Mechanical System Plans, all
      at Tenant’s sole cost and expense, subject to payment from the Tenant
      Improvement Funds as provided in Section 4 of this Workletter. 

     

    B. Within
      ten (10) business days after the date Tenant receives a fully executed original
      of this Lease, Tenant shall provide Landlord with the Space Plans for Landlord’s
      Approval. Within three (3) business days after Landlord has received the Space
      Plans in accordance herewith, Landlord shall provide written notice of
      Landlord’s approval or disapproval thereof, and, in the event of disapproval,
      such notice shall specify the reasons for disapproval. Within three (3) business
      days after Tenant has received Landlord disapproval, if applicable, Tenant
      shall
      cause the Space Plans or any revised Space Plans hereunder, as the case may
      be,
      to be revised by Tenant’s Architect and resubmitted to Landlord for Landlord’s
      review and approval.

     

    C. Within
      seventy-five (75) days after this Lease is executed by Landlord and Tenant,
      Tenant shall cause the Working Plans to be prepared by Tenant’s Architect and
      Tenant’s Engineer and submitted to Landlord for Landlord’s review and approval.
      Within five (5) business days after Landlord’s receipt of the Working Plans or
      revised Working Plans required hereunder, Landlord shall either approve the
      Working Plans or any revised Working Plans required hereunder or direct Tenant
      shall cause Tenant’s Architect and Tenant’s Engineer to prepare revised Working
      Plans meeting Landlord’s objections, which revised Working Plans shall, within
      five (5) business days thereafter, be prepared by Tenant’s Architect and
      Tenant’s Engineer and resubmitted to Landlord for review and approval as
      required hereby.

     

    D. If
      Tenant
      desires a change (i) in the Space Plans or Working Plans, or any revised Space
      Plans or Working Plans required hereunder, after Landlord has approved same,
      or
      (ii) in the Landlord’s Work (any such change being a “Change”), Tenant shall
      give Landlord written notice of the Change, specifying the Change in reasonable
      detail. Within five (5) business days after Landlord has received Tenant’s
      written notice of a Change or any modified Change permitted hereunder, Landlord
      shall give Tenant written notice of its approval or disapproval thereof, and
      in
      the event of disapproval, such notice shall specify the reasons for disapproval.
      If Landlord disapproves of a Change or any modified Change permitted hereunder,
      Tenant may modify the Change or such permitted modified Change, as the case
      may
      be, and give Landlord written notice thereof. After Landlord has approved a
      Change or any modified Change permitted hereunder, within five (5) business
      days
      thereafter, Tenant shall cause the Working Plans to be revised by Tenant’s
      Architect and Tenant’s Engineer to reflect the Change or such modified Change
      and resubmitted to Landlord for Landlord’s review and approval in accordance
      with the process set forth in Paragraph 2.C. Notwithstanding the foregoing,
      Tenant shall be deemed to have initiated and Landlord shall be deemed to have
      approved any Change which may be required to cause Landlord’s Work to comply
      with all applicable laws, regulations, codes and ordinances and/or with the
      requirements of any building inspector with jurisdiction over Landlord’s
      Work.

     

    E. Landlord
      agrees that it will not unreasonably withhold its approval of the Tenant Plans
      or any revised Tenant Plans required hereunder, or any Change or modified Change
      permitted hereunder provided, however, Landlord shall not be deemed to have
      acted unreasonably if it withholds its consent because, in Landlord’s opinion,
      any portion of Landlord’s Work covered by the Tenant Plans or any revised Tenant
      Plans required hereunder, or any such Change (i) is likely to adversely affect
      the structural, mechanical, electrical, plumbing, HVAC, life safety,
      communications, security or other operating systems of the Building or the
      safety of its occupants, (ii) would increase the costs or expenses incurred
      by
      or on behalf of Landlord for owning, managing, operating, maintaining or
      repairing the Building, (iii) would impair Landlord’s ability to furnish
      services to Tenant or any other tenant of the Building, (iv) would violate
      any
      Laws or provisions of this Lease, (v) would adversely affect the appearance
      of
      the Building, (vi) would adversely affect the premises of any other tenant
      of
      the 

     


    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    


    

       

      Building
        or such tenant’s use or occupancy thereof, (vii) is prohibited by the provisions
        of any mortgage or ground lease encumbering the Building, or (viii) fails
        to conform to Building standards for design, character, materials or finishes
        except as otherwise expressly provided herein. The foregoing reasons shall
        not
        be exclusive of the reasons for which Landlord may withhold consent, it being
        understood and agreed that such other reasons may be similar or dissimilar
        to
        the foregoing.

    

     

    F. The
      cost
      of the Tenant Plans and any revisions thereof required hereunder, and the cost
      incurred by Landlord to review Tenant Plans and any revisions thereof, shall
      be
      deemed to be part of the cost of Landlord’s Work to be paid as provided in
      Paragraph 4 below.

     

    G. Within
      three (3) business days after the Working Plans have been revised to reflect
      a
      Change which has been approved by Landlord, Landlord shall notify Tenant in
      writing of Landlord’s good faith estimate of the cost of performing the work
      necessary to incorporate such Change into the Landlord’s Work and of the number
      of days of Tenant Delay that may result from performing such work.

     

    3. Performance
      of Landlord’s Work.

     

    A. After
      Landlord has approved the Working Plans or any revised Working Plans, Landlord
      shall promptly solicit bids to perform Landlord’s Work from three (3) reputable
      general contractors selected by Landlord and shall provide copies of such bids
      to Tenant. Landlord agrees to select the low bidder to be Landlord’s Contractor
      unless otherwise requested or approved in writing by Tenant. Promptly after
      Landlord’s Contractor is selected, Landlord shall cause the Landlord’s
      Contractor to do the Landlord’s Work covered by the Working Plans or such
      revised Working Plans. After Landlord has approved any revised Working Plans
      required hereunder which reflect a Change or a permitted modified Change in
      the
      Landlord’s Work, Landlord shall promptly, subject to the terms of Paragraph 2
      above, cause Landlord’s Contractor to incorporate such Change into the
      Landlord’s Work.

     

    B. Landlord
      shall cause the Landlord’s Work, to be done in a first class workerlike manner
      using only good grades of materials and shall comply with all governmental
      laws,
      ordinances, codes, rules and regulations applicable at the time of the
      performance of the Landlord’s Work.

     

    4. Payment
      for Tenant Plans and Landlord’s Work.

     

    A. Landlord
      shall pay the aggregate cost of Landlord’s Work and the Landlord’s Construction
      Management Fee up to an amount not to exceed the Tenant Improvement Funds and
      Tenant shall pay the excess of the aggregate cost of Landlord’s Work and the
      Landlord’s Construction Management Fee over the Tenant Improvement Funds (the
“Excess”) plus Tenant shall pay the cost of all work other than the Landlord’s
      Work, if any, which Tenant may elect to do in order to make the Premises ready
      for Tenant’s occupancy and which has been approved by Landlord pursuant to
      paragraph 6E below. Tenant shall pay the Tenant Improvement Loan and the Excess
      as provided in Paragraph 4B, and Tenant shall pay the cost of such other work,
      if any, directly to the persons or entities performing such other work. The
      “cost of Landlord’s Work” as used in this Workletter shall include all costs
      incurred by Landlord to plan, review Tenant Plans and any revised Tenant Plans,
      design and perform Landlord’s Work as specified by the Tenant Plans and any
      approved (or deemed approved) revisions thereof (including any Change),
      including without limitation, the fees and charges of Landlord’s Architect,
      Landlord’s Engineer and Landlord’s Contractor, all permit and inspection fees
      and charges, and any costs reasonably incurred by or charged to Landlord for
      (i)
      unforeseen field conditions, (ii) substitution of materials or finishes due
      to
      the unavailability of materials or finishes specified in the Tenant Plans (as
      revised) that would materially delay substantial completion of Landlord’s Work,
      (iii) necessary modification of any portions of the Building or its systems
      to
      accommodate Landlord’s Work, and (iv) any Change to comply with applicable laws,
      regulations, codes or ordinances and/or the requirements of any building
      inspector with jurisdiction over Landlord’s Work. Notwithstanding anything to
      the contrary contained in this Workletter, Landlord shall provide to Tenant
      for
      review and approval (which approval shall not be unreasonably withheld,
      conditioned or delayed) a line-item construction budget of Landlord’s Work and
      Tenant shall have the right to audit the actual cost of the completed Landlord’s
      Work, including without limitation invoices of Landlord’s Contractor and its
      subcontractors (to the extent available), provided that any such audit is
      commenced and completed within thirty (30) days after substantial completion
      of
      Landlord’s Work.

     


    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    


    


     

    B. Tenant
      shall pay as additional Rent, the Tenant Improvement Loan, which shall be
      amortized over the initial term of the Lease, with interest at ten percent
      (10%)
      per annum, to Landlord beginning on the Rent Commencement Date in equal monthly
      installments on the first date of each month of the Term. If Landlord estimates
      at any time or from time to time that there will be an Excess, Landlord shall
      notify Tenant in writing of Landlord’s good faith estimate of the amount
      thereof, which estimate shall be itemized in reasonable detail. Tenant shall
      pay
      Landlord’s good faith estimate of the Excess billed by Landlord within ten (10)
      business days after it receives Landlord’s bill therefor. In the event Tenant
      fails to timely pay any such good faith estimate of the Excess, Landlord shall
      be entitled to suspend the performance of Landlord’s Work until such time as
      such payment is received by Landlord. At such time as the total cost of the
      Tenant Plans and the Landlord’s Work is finally determined, Landlord shall
      notify Tenant of such amount in writing. If Tenant has not paid all of the
      Excess, such notice shall include Landlord’s bill to Tenant for the balance of
      the Excess not previously paid by Tenant, and if Tenant has paid more than
      the
      Excess, such notice shall include Landlord’s statement to Tenant showing the
      amount of the overpayment of the Excess. Tenant shall pay any such balance
      of
      the Excess to Landlord within ten (10) business days after the date when Tenant
      receives such notice and bill from Landlord, and Landlord shall pay any such
      overpayment of the Excess to Tenant within ten (10) business days after the
      later of the date when Landlord gives such notice and statement to Tenant or
      the
      Possession Date. All Landlord’s bills to Tenant for portions of the Excess and
      Landlord’s notice to Tenant of the finally determined cost of the Tenant Plans
      and the Landlord’s Work shall itemize the costs in question in reasonable
      detail.

     

    C. If
      the
      aggregate total cost of the Tenant Plans, Landlord’s Construction Management Fee
      and the Landlord’s Work is less than the Tenant Improvement Allowance, Tenant
      shall be entitled to use up to $33,698.00 of such surplus for its expenses
      to
      relocate to the Premises and any remaining unused portion of the Tenant
      Improvement Allowance shall be retained by Landlord without any claim thereupon
      accruing to Tenant.

     

    D. For
      purposes of this Paragraph 4, the cost of the Tenant Plans shall be deemed
      to
      include the cost of any revision in the Tenant Plans required hereunder,
      including any such revision to reflect a Change or a permitted modified
      Change.

     

    5. Landlord
      Delay/Extension of Possession Date.

     

    A. If
      the
      Landlord’s Work is not substantially completed by the projected Possession Date,
      due to any reason other than a Tenant Delay or the exercise by Landlord of
      its
      rights under this Lease, the Possession Date shall be extended one day for
      each
      day that the Landlord’s Work is not substantially completed; otherwise,
      regardless of when the Landlord’s Work is substantially completed, the
      Possession Date shall not be extended.

     

    B. If
      there
      is a delay in the substantial completion of the Landlord’s Work for any reason,
      neither Landlord, nor the managing or leasing agent of the Building, nor any
      of
      their respective agents, partners or employees, shall have any liability to
      Tenant in connection with such delay, nor shall the Lease nor this Lease be
      affected in any way, except as specifically provided in this Paragraph
      5.

     

    6. Tenant’s
      Access to the Premises.
      Landlord shall permit Tenant, Tenant’s employees and Tenant’s Contractors which
      have been reasonably approved by Landlord to enter the Premises prior to the
      Possession Date in order that Tenant may do work in addition to the Landlord’s
      Work, if any, as may be desired by Tenant to make the Premises ready for
      Tenant’s occupancy, provided that Tenant shall fully perform and comply with
      each of the following covenants, conditions and requirements:

     

    A. If
      Landlord permits such entry prior to the Possession Date, then such permission
      is conditioned upon Tenant, Tenant’s employees and Tenant’s Contractors working
      in harmony and not interfering with or delaying Landlord or Landlord’s
      Contractor in doing the Landlord’s Work or with Landlord or any person or entity
      doing work in the Building, whether for Landlord or another tenant or occupant
      of the Building; and if at any time such entry shall in the reasonable judgment
      of Landlord cause or
      threaten to cause such disharmony, interference or delay, Landlord shall have
      the right to withdraw such permission upon 24 hours’ written
      notice.

     


    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    


     

    B. Any
      such
      entry prior to the Possession Date shall be under and subject to all of the
      terms and provisions of this Lease, the same as if the Possession Date had
      occurred, except that Tenant shall not be obligated to pay any Rent prior to
      the
      Possession Date. To the extent not prohibited by law, all entry to the Building
      or the Premises by Tenant, Tenant’s employees or Tenant’s Contractors prior to
      the Possession Date shall be solely at the risk of Tenant, Tenant’s employees
      and Tenant’s Contractors, and Landlord, Landlord’s beneficiaries, the managing
      agent of the Building and their respective agents, partners and employees shall
      not be liable in any way for, and Tenant hereby indemnifies, waives and releases
      them and holds them harmless from any liability for and claims arising from,
      any
      injury or death of any person or damage to or theft, robbery, pilferage, loss
      or
      loss of the use of any property of Tenant, or any other person or entity or
      any
      of Tenant’s work or installations in or about the Premises or the Building which
      occurs in connection with such entry; provided however, Landlord, the managing
      agent of the Building and their respective agents, partners and employees shall
      be liable for, and Tenant does not indemnify, waive or release them or hold
      them
      harmless from liability for and claims arising from, their respective negligence
      or willful misconduct which occurs in connection with such entry and causes
      any
      injury to or death of any person or such damage to, theft, pilferage, loss
      or
      loss of the use of any such property. The foregoing indemnification, release
      and
      waiver of claims shall be in addition to and shall not limit or be limited
      by
      any other indemnifications, releases or waivers of claims in this Lease. In
      addition, and without limiting any other provisions of this Lease, including
      this Work Letter, Tenant shall require all persons and entities performing
      work
      on behalf of Tenant to provide protection for existing improvements reasonably
      satisfactory to Landlord, shall allow Landlord and Landlord’s Contractor access
      to the Premises at all times during the period when Tenant or any person or
      entity is undertaking work therein and in the event any person or entity
      performing work on behalf of Tenant, other than the Landlord’s Work, causes any
      damage to the property of Landlord or others, or to the Landlord’s Work, Tenant
      shall cause such damage to be repaired at Tenant’s expense, and if Tenant fails
      to cause such damage to be repaired promptly upon Landlord’s demand therefor,
      Landlord may, in addition to any other rights or remedies available to Landlord
      under this Lease or at law or equity, cause such damage to be repaired, in
      which
      event Tenant shall promptly upon Landlord’s demand pay to Landlord the cost of
      such repair.

     

    C. All
      persons and entities performing work or supplying materials to Tenant shall
      use
      only those service corridors and service entrances designated by Landlord for
      ingress and egress of personnel, and the delivery and removal of equipment
      and
      material through or across any common areas of the Building shall only be
      permitted with the written approval of Landlord, not to be unreasonably
      withheld, and during hours reasonably determined by Landlord. Landlord shall
      have the right to order Tenant or any person or entity who violates the above
      requirements to cease work and to remove itself, its equipment and its employees
      from the Building.

     

    D. Tenant,
      Tenant’s employees and Tenant’s Contractors shall abide by the rules of the site
      applicable to all contractors and others in or upon the Building or the Premises
      and shall coordinate and schedule their access to the Premises for labor and
      materials delivery through the general contractor for the Building and
      Landlord’s Contractor, or the managing agent for the Building, if so directed by
      Landlord.

     

    E. All
      work
      to be performed pursuant to this Paragraph 6 shall be subject to the terms
      and
      provisions of the Lease, including without limitation, Section 14.

     

    F. Back-up
      Generator and UPS System.
      Subject
      to obtaining all governmental approvals therefor and Landlord’s prior written
      approval, Tenant, at Tenant’s expense, shall have the right to install (i) two
      (2) back-up generators in a mutually agreeable location , and a uninterrupted
      power supply (“UPS”) system and emergency standby battery system and/or fuel
      tank and generator, and Tenant shall have the right to operate a portable
      generator during emergencies. Upon the expiration or earlier termination or
      this
      Lease, Tenant shall, at Landlord’s request, within thirty (30) day following
      lease termination or expiration, remove the generator(s), UPS system and
      emergency standby battery system and/or fuel tank and generator, and restore
      the
      applicable areas to their original condition, reasonable wear and tear excepted.
      

     


    
      
        
        

      

      
        B-6

        
          

        

      

      
        
        

      

    


    


     

    7. Acceptance
      of Work.

     

    A. Landlord
      shall endeavor to give Tenant ten (10) business days’ prior written notice of
      the expected Turnover Date. On or before the expected Turnover Date, Tenant
      shall conduct an inspection of the Premises and the Landlord’s Work with
      Landlord’s representatives and Landlord’s Contractor and develop with such
      representatives and deliver to Landlord a punch list of all items of the
      Landlord’s Work which are not complete or which require correction (the “Punch
      List”). Landlord shall cause Landlord’s Contractor to complete and/or correct
      all items on the Punch List promptly after Landlord receives the Punch List
      and
      shall give Tenant written notice when all of the items on the Punch List have
      been completed and/or corrected. Any items not on the Punch List which could
      have, with reasonable diligence, been discovered by Tenant and included on
      the
      Punch List shall be deemed accepted by Tenant. If Tenant fails to appear for
      such inspection or fails to arrange a different date for inspection with
      Landlord within five (5) business days after receipt of Landlord’s notice of the
      expected Turnover Date, Tenant shall be deemed to have agreed that no items
      exist that are incomplete or require correction and therefore Landlord’s Work
      has been completed and Landlord shall not be required to complete or correct
      any
      such items which may in fact exist; or at Landlord’s election, Landlord or
      Landlord’s Construction Manager may prepare and approve the Punch List on
      Tenant’s behalf.

     

    B. Landlord
      and Tenant agree to cooperate with each other in scheduling the inspections
      of
      the Premises and the Landlord’s Work described in this Paragraph 7, to make
      their respective personnel and representatives available on reasonable notice
      to
      attend such inspections and develop the Punch List within the inspection time
      described in this Paragraph 7 and to act reasonably in determining whether
      or
      not an item of the Landlord’s Work should be included in the Punch
      List.

     

    C. At
      any
      time after the Turnover Date, Landlord, Landlord’s Contractor, their agents,
      employees or contractors may enter the Premises to complete and correct Punch
      List items and such entry for such purpose shall not constitute an actual or
      constructive eviction of Tenant, in whole or in part, or entitle Tenant to
      any
      abatement or diminution of rent or relieve Tenant from any of its obligations
      under the Lease, or subject to the provisions of Section 16 of the Lease, impose
      any other liability on Landlord, Landlord’s Contractor, their agents, employees
      or contractors.

     

    8. Miscellaneous.

     

    A. Except
      as
      expressly set forth herein, Landlord has no other agreement with Tenant and
      has
      no other obligation to do any other work or pay any amounts with respect to
      the
      Premises. Any other work in the Premises which may be permitted by Landlord
      pursuant to the terms and conditions of this Lease shall be done at Tenant’s
      sole cost and expense and in accordance with the terms and conditions of this
      Lease.

     

    B. This
      Work
      Letter shall not be deemed applicable to any additional space added to the
      Premises at any time or from time to time, whether by any option under this
      Lease or otherwise, or to any portion of the Premises or any additions thereto
      in the event of a renewal or extension of the initial Term of this Lease,
      whether by any option under this Lease or otherwise, unless expressly so
      provided in this Lease or any amendment or supplement thereto.

     

    C. The
      failure by Tenant to pay any monies due Landlord pursuant to this Work Letter
      within the time period herein stated shall be deemed a default in the payment
      of
      Rent under the terms of this Lease for which Landlord shall be entitled to
      exercise all remedies available to Landlord for nonpayment of Rent. All late
      payments shall bear interest pursuant to Section 19.2 of the Lease.

     

    D. This
      Work
      Letter is expressly made a part of this Lease and is subject to each and every
      term and condition thereof, including, without limitation, the limitations
      of
      liability set forth therein.

     


    
      
        
        

      

      
        B-7

        
          

        

      

      
        
        

      

    


    


     

    E. Tenant
      shall be solely responsible to determine at the site all dimensions of the
      Premises and the building which affect any work that may be performed by Tenant
      or any of Tenant’s Contractors hereunder.

     

    All
      of
      the Landlord’s Work paid for by Landlord (including without limitation the
      Tenant Improvement Allowance and the Tenant Improvement Loan) may be depreciated
      by Landlord. 

     

     

    
      
        
        

      

      
        B-8

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    RULES
      & REGULATIONS

     

    1. The
      water
      and wash closets and other plumbing fixtures shall not be used for any purposes
      other than those for which they were constructed, and no sweepings, rubbish,
      rags or other substances (including, without limitation, coffee grounds) shall
      be thrown therein. All damages resulting from misuse of the fixtures shall
      be
      borne by Tenant if Tenant or its servants, employees, agents, visitors or
      licensees shall have caused the same.

     

    2. No
      cooking (except for hot-plate and microwave cooking by Tenants’ employees for
      their own consumption, the location and equipment of which is first approved
      by
      Landlord), sleeping or lodging shall be permitted by any tenant on the Premises.
      No tenant shall cause or permit any unusual or objectionable odors to be
      produced upon or permeate from the Premises.

     

    3. Except
      as
      provided in Section 9.6 of the Lease, no inflammable, combustible, or explosive
      fluid, material, chemical or substance shall be brought or kept upon, in or
      about the Premises. Fire protection devices, in and about the Building, shall
      not be obstructed or encumbered in any way.

     

    4. Canvassing,
      soliciting and peddling in the Building is prohibited and each tenant shall
      cooperate to prevent the same.

     

    5. There
      shall not be used in any space, or in the public halls of the Building, either
      by any tenant or by its agents, contractors, jobbers or others, in the delivery
      or receipt of merchandise, freight, or other matters, any hand trucks or other
      means of conveyance except those equipped with rubber tires, rubber side guards,
      and such other safeguards as Landlord may require, and Tenant shall be
      responsible to Landlord for any loss or damage resulting from any deliveries
      to
      Tenant in the Building. Deliveries of mail, freight or bulky packages shall
      be
      made through the freight entrance or through doors specified by Landlord for
      such purpose.

     

    6. Mats,
      trash or other objects shall not be placed in the public corridors. The
      sidewalks, entries, passages, elevators, public corridors and staircases and
      other parts of the Building which are not occupied by Tenant shall not be
      obstructed or used for any other purpose than ingress or egress.

     

    7. Tenant
      shall not install or permit the installation of any awnings, shades, draperies
      and/or other similar window coverings, treatments or like items visible from
      the
      exterior of the Premises other than those approved by the Landlord in
      writing.

     

    8. Tenant
      shall not construct, maintain, use or operate within said Premises or elsewhere
      in the Building or on the outside of the Building, any equipment or machinery
      which produces music, sound or noise which is audible beyond the
      Premises.

     

    9. Bicycles,
      motor scooters or any other type of vehicle shall not be brought into the lobby
      or elevators of the Building or into the Premises except for those vehicles
      which are used by a physically disabled person in the Premises.

     

    10. All
      blinds for exterior windows shall be building standard and shall be maintained
      by Tenant.

     

    11. No
      additional locks shall be placed upon doors to or within the Premises except
      as
      shall be necessary adequately to safeguard United States Government security
      classified documents stored with the Premises. The doors leading to the
      corridors or main hall shall be kept closed during business hours, except as
      the
      same may be used for ingress or egress.

     


    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    


    


     

    12. Tenant
      shall maintain and clean all areas or rooms within the Premises in which
      security classified work is being conducted or in which such work is stored;
      Landlord shall not provide standard janitorial service to such areas, the
      provisions of Section 10 of the Lease notwithstanding.

     

    13. Landlord
      shall have the right to temporarily shut down the air conditioning, electrical
      systems, heating, plumbing and/or elevators when necessary by reason of accident
      or emergency, or, so long as Landlord provides Tenant with three (3) days prior
      written notice, for repair, alterations, replacements or improvement, in which
      case Landlord shall use commercially reasonable efforts to restore such
      services.

     

    14. No
      carpet, rug or other article shall be hung or shaken out of any window of the
      Building; and Tenant shall not sweep or throw or permit to be swept or thrown
      from the Premises any dirt or other substances into any of the corridors or
      halls, elevator, or out of the doors or windows or stairways of the Building.
      Tenant shall not use, keep or permit to be used or kept any foul or noxious
      gas
      or substance in the Premises, or permit or suffer the Premises to be occupied
      or
      used in a manner offensive or objectionable to Landlord or other occupants
      of
      the Building by reason of noise, odors and/or vibrations, or interfere in any
      way with other tenants or those having business therein, nor shall any animals
      or birds be kept in or about the Building. Smoking or carrying lighted cigars
      or
      cigarettes in the elevators of the Building is prohibited.

     

    15. Landlord
      reserves the right to exclude from the Building on weekdays between the hours
      of
      6:00 p.m. and 8:00 a.m. and at all hours on weekends and legal holidays, all
      persons who do not present a pass to the Building signed by Landlord; provided,
      however, that reasonable access for Tenant’s employees and customers shall be
      accorded. Landlord will furnish passes to persons for whom Tenant requires
      same
      in writing. Tenant shall be responsible for all persons for whom it requests
      such passes and shall be liable to Landlord for all acts of such
      persons.

     

    16. Tenant
      agrees to keep all windows closed at all times and to abide by all rules and
      regulations issued by Landlord with respect to the Building’s air conditioning
      and ventilation systems.

     

    17. Tenant
      will replace all broken or cracked interior plate glass windows and interior
      doors at its own expense, with glass of like kind and quality, provided that
      such windows and doors are not broken or cracked by Landlord, its employees,
      agents or contractors.

     

    18. In
      the
      event it becomes necessary for the Landlord to gain access to the underfloor
      electric and telephone distribution system for purposes of adding or removing
      wiring, then upon request by Landlord, Tenant agrees to temporarily remove
      the
      carpet over the access covers to the underfloor ducts for such period of time
      until work to be performed has been completed. The cost of such work shall
      be
      borne by Landlord except to the extent such work was requested by or is intended
      to benefit Tenant or the Premises, in which case the cost shall be borne by
      Tenant.

     

    19. Violation
      of these rules, or any amendments thereof or additions thereto, may be
      considered a default of Tenant’s lease and shall be sufficient cause for
      termination of the Lease pursuant to the provisions of Section 19 of the Lease
      at the option of Landlord.

     


    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    


    


     

    EXHIBIT
      D

     

    HVAC
      UNIT REPLACEMENT

     

    In
      the
      event that any HVAC units serving the Premises (a) are used in connection with
      those portions of the Premises used solely for and consistent with
      administrative purposes, and (b) need to be replaced during the Term, Landlord
      agrees to replace such HVAC units one (1) time during the Term and the costs
      for
      any such new HVAC units shall be included in Operating Expenses and amortized
      over the estimated useful life of such HVAC units in accordance with generally
      accepted accounting principals, with Tenant being responsible only for its
      pro
      rata share of such costs therefor which are attributable to the months remaining
      in the Term and any renewal term(s). In the event that any HVAC units serving
      the Premises need to be replaced more than one (1) time during the Term, Tenant
      shall, at Tenant’s sole cost and expense and in accordance with the provisions
      of this Lease (including without limitation Section 12.3), replace any such
      HVAC
      units. Landlord and Tenant agree that, for purposes of this Exhibit D, HVAC
      units will be deemed to need replacement when they do not perform to an extent
      consistent with HVAC units serving similar class “B” office buildings in the
      Orange County, California market. In the event any additional HVAC units are
      necessary to cool the Premises to a degree consistent with similar class “B”
office buildings in the Orange County, California market, Tenant shall install,
      at Tenant’s sole cost and expense and in accordance with the terms of this Lease
      (including without limitation Section 12.3), any and all such additional HVAC
      units needed to cool the Premises to such degree.

     

    


    
      
        
        

      

      
        C-3