Exhibit 10.2


LEASE AGREEMENT


THIS LEASE AGREEMENT (this “Lease”) is made and entered into as of the
28th day of February,
2007, by and between Lessor and Lessee, as defined below.  Lessor hereby agrees to lease to Lessee and
Lessee hereby agrees to lease from Lessor, the Premises, as defined below,
pursuant to all of the terms and conditions set forth below:


ARTICLE 1 - DEFINED TERMS, GENERAL CONDITIONS AND PREMISES


Section 1.1             Defined
Terms and Covenants.  The terms
listed below (“Defined Terms”) shall have the following meanings throughout
this Lease, and the covenants described in this Section 1.1 shall have the same
effect as the terms and conditions of the Lease:


	
  

  	
  (a)

  	
  Lessor:

  	
  The Plaza CP LLC

  
	
   

  	
   

  	
   

  	
  a California limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Lessee:

  	
  Manhattan Bancorp.

  
	
   

  	
   

  	
   

  	
  a California corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Premises:               The crosshatched space shown on Exhibit “C-2”
  attached hereto and to be commonly known as 2141 Rosecrans Avenue, Suite 1160, El Segundo, California.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  Building:                The Building, all other buildings and
  office, commercial and retail space and all roads, walks, plazas, landscaped
  areas, improvements, facilities and common areas associated therewith,
  including the Parking Facilities (as hereinafter defined) shown on Exhibit
  “A-1” and the land legally described on Exhibit “A-2” (the property) on which
  the same are situated.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  Property:                That portion of Continental Park
  (depicted in Exhibit “A-3”) described in Exhibit “A-2.”

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
  Deemed Rentable Area of the
  Building:

  	
  456,323 square feet.  Subject to Exhibit “A-1.”

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (g)

  	
  Deemed Rentable Area of the
  Premises: 

  	
  7,612 square feet.

  
	
   

  	
   

  	
  Deemed Usable Area of the
  Premises:

  	
  6,506 square feet.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (h)

  	
  Lessee’s Pro Rata Share:

  	
  1.6681%.  Subject to Article 4.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  Term and Option To Extend:              The Lease term shall be seven (7) years
  following the Commencement Date (the “Term”). 
  Notwithstanding the previous sentence, the Term will always terminate
  on the last day of the eighty-fourth (84th) full calendar month following the
  Commencement Date.  Lessee shall have
  one (1) option to extend the Term for five (5) years, pursuant to Rider No.
  One attached hereto.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (j)

  	
  Commencement Date:          June 1, 2007.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (k)

  	
  Base Rental:

  	
  Lessee shall pay Base Rental as
  follows:

  
					



 


From June 1, 2007 to May 31,
2008: $19,791.20 per month;


From June 1, 2008 to May 31,
2009: $20,384.94 per month;


From June 1, 2009 to May 31,
2010: $20,996.49 per month;


From June 1, 2010 to May 31,
2011: $21,626.38 per month;


From June 1, 2011 to May 31,
2012: $22,275.17 per month;


From June 1, 2012 to May 31,
2013: $22,943.43 per month; and


From June 1, 2013 to May 31, 2014: $23,631.73 per month.


	
  

  	
  (l)

  	
  Deposit: 

  	
  $23,631.73.  Subject to Article 5.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (m)

  	
  Base Year:

  	
  2007

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (n)

  	
  Use:

  	
  General office and commercial
  banking.  Subject to Article 6.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (o)

  	
  Parking Privileges:               Lessee
  is authorized to take up to a maximum of twenty-nine (29) parking
  permits.  Lessee must take a minimum of
  twenty-two (22) non-reserved permits. Customer’s of Lessee’s retail bank
  shall receive 30 minutes of free parking with proper validation by Lessee.
  The visitor parking rates currently in effect are $1.50 per 20-minutes, with
  a maximum $10.00 per-day rate. Except as relates to the free 30-minute
  validated parking privilege, Lessor may, in its sole discretion, modify the
  visitor parking rates for the Building from time to time during the term of
  the Lease. Lessor shall designate, at a location in the immediate  area of the Plaza entry, three (3) reserved
  parking spaces “For Manhattan Banc Customers Only”. Lessee shall receive a
  20% discount when purchasing $1,000.00 worth of visitor parking validation in
  advance. Subject to Article 32.

  



 


	
  

  	
   

  	
   

  	
  Lessee’s
  initials:        

  
	
  Reviewed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Lessor’s
  initials:        

  




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  (p)

  	
  Current Monthly Parking Permit
  Charges:       Reserved
  Permits at  $105.00 / Non-Reserved Permits
  at $65.00.  Subject to Exhibit “F.”

  
	
   

  	
   

  	
   

  
	
   

  	
  (q)

  	
  Lessor’s Construction
  Allowance:  $292,770.00 ($45.00 per
  usable square foot of Premises). 
  Subject to Exhibit “C.”

  
	
   

  	
   

  	
   

  
	
   

  	
  (r)

  	
  Normal Hours:      Monday through Friday, from 7:30 a.m. to 6:30
  p.m., Saturday, from 9:00 a.m. to 1:00
  p.m., excepting state and/or federal holidays.  Lessee shall have access to the Premises
  twenty-four (24) hours, seven (7) days a week.  Subject to Exhibit “D.”

  



 


Section 1.2             General Conditions.


(a)           Unless this Lease provides for a contrary standard, whenever in this
Lease the consent or approval of the Lessor or Lessee is required, such consent
or approval shall not be unreasonably withheld or delayed (except, however,
with respect to any Lessor consent, for matters which could possibly have an
adverse effect on the Building’s plumbing, heating, mechanical, life safety,
ventilation, air conditioning or electrical systems, which could affect the
structural integrity of the Building, or which could affect the exterior
appearance of the Building, Lessor may withhold such consent or approval in its
sole discretion but shall act in good faith); and


(b)           Unless a contrary
standard or right is set forth in this Lease, whenever the Lessor or Lessee is
granted a right to take action, exercise discretion, or make an allocation,
judgment or other determination, Lessor or Lessee shall act reasonably and in
good faith and take no action which might result in the frustration of the
reasonable expectations of a sophisticated tenant and a sophisticated landlord
concerning the benefits to be enjoyed under this Lease.


Section 1.3             Lease of Premises.  Lessor
leases to Lessee, and Lessee leases from Lessor, the Premises.


ARTICLE 2 - TERM


Section 2.1             Effective Date.  This Lease shall become
effective (the “Effective Date”) upon the approval of the Lessor’s lender on
the Property (if lender’s prior approval is required) and when signed by Lessor
and Lessee), but the Lease shall automatically become invalid, null and void if
Lessee fail to obtain all necessary approvals to become a federally insured
bank by October 1, 2007 (however, even though the Lease shall become invalid,
null and void because of Lessee’s failure to obtain the necessary approvals to become
a federally insured bank, the Letter of Credit that shall be provided to Lessor
pursuant to Section 5.2 of the Lease shall not become invalid, but rather, Lessor
shall be permitted to draw down on entire amount of the Letter of Credit to as
liquidated damages representing Construction Costs incurred by Lessor as part
of this Lease and future loss of Rent and Lessor shall be entitled to no
further damages or compensation as a result of termination of the Lease.  All of the terms, conditions, covenants, rules
and regulations of the Lease (other than the payment of Rent) shall apply as of
the Effective Date.


Section 2.2             Commencement Date.  The Term of this Lease and the
Rent shall commence on the date indicated in Section 1.1(j) (the “Commencement
Date”).  The Term of this Lease and the
Rent shall commence on June 1, 2007, even though the Lessee Improvements to the
Premises may not be completed by said date.


ARTICLE 3 - RENT


Section 3.1             Payment of Base Rental.  Lessee
shall pay the Base Rental, in advance, without prior notice, demand or billing
statement, on or before the first day of each calendar month during the entire
Term.  Concurrently with Lessee’s
execution of this Lease and the submission thereof for Lessor’s execution,
Lessee shall pay to Lessor the Base Rental payable hereunder for one full
calendar month of the Term as set forth in Section 1.1(k).  On the Commencement Date, Lessee shall pay to
Lessor the prorated Base Rental attributable to the month in which the
Commencement Date occurs on a date other than the first day of a calendar
month.


Section 3.2             Governmental Assessments.  In
addition to the Base Rental, Lessee shall pay, prior to delinquency, all
personal property taxes, charges, rates, duties and license fees assessed
against or levied upon Lessee’s occupancy of the Premises, or upon any Lessee
Improvements, trade fixtures, furnishings, equipment or other personal property
contained in the Premises (collectively, “Personal Property”).  Lessee shall cause such Assessments upon
Personal Property to be billed separately from the property of Lessor.  Lessee hereby agrees to indemnify, defend and
hold Lessor harmless from and against the payment of all such Assessments.


Section 3.3             Special Charges for Special Services.  Lessee
agrees to pay to Lessor, within ten (10) days following written demand, all
charges, including labor costs, for any services, goods and/or materials, which
shall include Lessor’s ten percent (10%) (excluding TI’s) administrative cost
surcharge thereon, furnished by Lessor at Lessee’s request which are not
otherwise required to be furnished by Lessor under this Lease without separate
charge or reimbursement.


Section 3.4             Definition of Rent.  Any and
all payments of Base Rental (including any and all increases thereof) and any
and all taxes, fees, charges, costs, expenses, insurance obligations, late
charges, interest, and all other payments, disbursements or reimbursements
which are attributable to, payable by or the responsibility of Lessee under



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this Lease (herein collectively referred to as the “Additional
Rent”), constitute “rent” within the meaning of California Civil Code Section
1951(a).  Base Rental and Additional Rent
are herein collectively referred to as “Rent.” 
Any Rent payable to Lessor by Lessee for any fractional month shall be
prorated based on a three hundred sixty-five (365) day year.  All payments owed by Lessee under this Lease shall
be paid to Lessor in lawful money of the United States of America at the Lessor’s
Address for Payment of Rent set forth in Section 34.1 or such other address as
Lessor notifies Lessee in writing from time to time.  All payments shall be paid without deduction,
setoff or counterclaim.


Section 3.5             Late Charge.  Lessee acknowledges that the
late payment of Rent will cause Lessor to incur damages, including
administrative costs, loss of use of the overdue funds and other costs, the
exact amount of which would be impractical and extremely difficult to
ascertain.  Lessor and Lessee agree that
if Lessor does not receive a payment of Rent within five (5) days after the
date that such payment is due, Lessee shall pay to Lessor a late charge equal
to ten percent (10%) of the delinquent amount, or the sum of twenty-five
dollars ($25.00), whichever is greater, as
liquidated damages for the damages which Lessor is likely to incur for the
thirty (30) day period following the due date of such payment.  Further, all portions of Rent not paid within
thirty (30) days following its due date and all late charges associated
therewith shall bear interest at the Interest Rate (as defined below) beginning
on the thirty-first (31st) day following the due date of such Rent and continuing
until such Rent, late charges and interest are paid in full.  Acceptance of the late charge, and/or
interest by Lessor shall not cure or waive Lessee’s default, nor prevent Lessor
from exercising, before or after such acceptance, any and all of the rights and
remedies for a default provided by this Lease or at law or in equity.  Payment of the late charge and/or interest is
not an alternative means of performance of Lessee’s obligation to pay Rent at
the times specified in this Lease.  Lessee
shall pay Lessor a fee of thirty dollars ($30.00) for each non sufficient funds
check that Lessor shall receive from Lessee. 
The term “Interest Rate” shall mean the lower of (x) the maximum
interest rate permitted by law or (y) five percentage points above the rate
publicly announced from time to time by Bank of America N.T. & S.A. (or if
Bank of America N.T. & S.A. ceases to exist, then the largest bank
headquartered in the State of California) (“Bank”) as its Reference Rate.  If the use of the announced Reference Rate is
discontinued by the Bank, then the reference to Reference Rate shall mean the
announced rate, charged by the Bank which is from time to time substituted for
such Reference Rate.  Whenever interest
is required to be paid under this Lease, the interest shall be calculated from
the date the payment was due (unless a late charge is assessed by Lessor, in
which case the interest shall be calculated from the thirty-first (31st) day
following the date the payment was due) or should have been due if correctly
assessed or estimated (or any overcharge paid), until the date payment is made
or the refund is paid or is credited against Rent next due.  However, there shall not be any credit
against Rent unless expressly allowed by the terms of this Lease.


Section 3.6             Acceleration of Base Rental Payments.  In the
event a late charge becomes payable pursuant to Section 3.5 of this Lease for
three (3) payments of any one or more elements of Rent within a twelve (12)
month period, then all subsequent Rent payments shall immediately and
automatically become payable by Lessee quarterly, in advance, by cashier’s
check, instead of monthly.


Section 3.7             Disputes as to Payments of Rent.  Lessee
agrees to pay the Rent required under this Lease within the time limits set forth
in this Lease.  If Lessee receives from
Lessor an invoice or statement, which invoice or statement is sent by Lessor in
good faith, and Lessee in good faith disputes whether all or any part of such
Rent is due and owing, Lessee shall nevertheless pay to Lessor the amount of
the Rent indicated on the invoice or statement until Lessee receives a final
judgment from a court of competent jurisdiction (or when arbitration is
permitted or required, receives a final award from an arbitrator) relieving or
mitigating Lessee’s obligation to pay such Rent.  In such instance where Lessee disputes its
obligations to pay all or part of the Rent indicated on such invoice or
statement, Lessee shall, concurrently with the payment of such Rent, provide
Lessor with a letter or notice entitled “Payment Under Protest,” specifying in
detail why Lessee is not required to pay all or part of such Rent.  Lessee will be deemed to have waived its
right to contest any past payment of Rent unless it has filed a lawsuit against
Lessor (or when arbitration is permitted or required, filed for arbitration and
has served Lessor with notice of such filing), and has served a summons on
Lessor, within two (2) years of such payment. 
Until an Event of Default by Lessee occurs, Lessor shall continue to
provide the services and utilities required by this Lease.


ARTICLE 4 –
OPERATING EXPENSE ADJUSTMENTS


Section 4.1             Operating
Expense Adjustments.  Lessee shall
pay to Lessor, in addition to the Base Rental due pursuant to Section 3.1, an
Operating Expense Adjustment during each successive calendar year of the Term
after the Base Year, in the manner and at the times herein provided.  Such payments shall become due and owing when
the Pro Rata Share of the aggregate annual Operating Expenses for any subsequent
year of the Term exceeds the Pro Rata Share of the aggregate annual Operating
Expenses for the Base Year (the “Excess Operating Expenses”).  Should the Termination Date be other than the
last day of a subsequent year of the Term, Operating Expense Adjustment for
such year shall be prorated.  This
Article shall survive the termination of this Lease for a period of two years.


Section 4.2             Procedure
for Payment of Operating Expense Adjustments.  Lessee shall pay any Excess Operating
Expenses, as follows:


(a)           Commencing
on the Commencement Date, Lessor may, from time to time but not more than twice
annually, by ten (10) days notice to Lessee, reasonably estimate in advance the
amounts Lessee shall owe on a monthly basis for Excess Operating Expenses for
any full or partial calendar year of the Term. 
In such event, Lessee shall pay such estimated amounts, on a monthly
basis, on or before the first day of each calendar month, together



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with
Lessee’s payment of Base Rental.  Such
estimate may be reasonably adjusted from time to time by Lessor by written
notice to Lessee.


(b)           Within
one hundred twenty (120) days after the end of each calendar year, or as soon
thereafter as practicable, Lessor shall provide a statement (the “Statement”)
to Lessee showing:  (i) the amount of
actual Operating Expenses for such calendar year, (ii) any amount paid by
Lessee toward Excess Operating Expenses during such calendar year on an
estimated basis, and (iii) any revised estimate of Lessee’s obligations for
Excess Operating Expenses for the current calendar year.


(c)           If
the Statement shows that Lessee’s estimated payments were less than Lessee’s
actual obligations for Excess Operating Expenses for such year, Lessee shall
pay the difference, whether or not the Term has expired or terminated.  If the Statement shows an increase in Lessee’s
estimated payments for the current calendar year, Lessee shall pay the
difference between the new and former estimates, for the period from January 1
of the current calendar year through the month in which the Statement is
sent.  Lessee shall make such payments
within thirty (30) days after Lessor sends the Statement.


(d)           If
the Statement shows that Lessee’s estimated payments exceeded Lessee’s actual
obligations for Excess Operating Expenses, Lessee shall receive a credit of
such difference against payments by Lessee next due.  If the Term shall have expired and no further
payments of Excess Operating Expenses by Lessee shall be due, Lessee shall
receive a refund of such difference within thirty (30) days after Lessor sends
the Statement.


(e)           So
long as Lessee’s obligations hereunder are not materially adversely affected,
Lessor reserves the right to reasonably change, from time to time, the manner
or timing of the foregoing payments.  No
delay by Lessor in providing the Statement (or separate Statements) shall be
deemed a default by Lessor or a waiver of Lessor’s right to require payment of
Lessee’s obligations for actual or estimated Excess Operating Expenses;
provided that Lessee may not be charged in respect of any recalculation of or
additional Operating Expenses incurred more than two (2) years prior to the
year in which Lessor proposed to include such expenses, and all statements
shall be initially rendered within twelve (12) months of the end of each year.


(f)            If the Term commences other than on January 1, or
ends other than on December 31, Lessee’s obligations to pay estimated and
actual amounts toward Excess Operating Expenses for such first or final
calendar years shall be prorated to reflect the portion of such years included
in the Term.  Such proration shall be
made by multiplying the total estimated or actual (as the case may be) Excess
Operating Expenses for such calendar years by a fraction, the numerator of
which shall be the number of days of the Term during such calendar year, and
the denominator of which shall be 365.


Section 4.3             Certain
Defined Terms.  “Lessee’s Pro Rata
Share” means the ratio of the Rentable Area of the Premises to the Rentable
Area of the Building, both of which are subject to adjustment should there be
an actual change in the size of the Premises or a change in the rentable area
of the Building.  “Operating Expenses”
are defined to be the sum of all costs, expenses, and disbursements, of every
kind and nature whatsoever, and the Taxes, incurred by Lessor in connection
with the ownership, management, use, maintenance, operation, administration and
repair of all or any portion of the Building or the Property and all areas
appurtenant thereto which provide access to or otherwise benefit the Building,
including, but not limited to, the following:


(a)           All
utility costs not otherwise charged (pursuant to Section 3.3) directly to
Lessee or any other tenant of the Property;


(b)           All
wages and benefits and costs of employees or independent contractors or
employees of independent contractors engaged in the operation, supervision,
maintenance and security of the Building;


(c)           All
expenses for janitorial, maintenance, security and safety services;


(d)           Except
as provided below and only to the extent allowed under subsection (j), all
repairs to, replacements of, and physical maintenance of the Building,
including the cost of all supplies, uniforms, equipment, tools and materials;


(e)           All
license, permit and inspection fees required in connection with the operation
of the Building;


(f)            All
reasonable auditor’s or accounting fees and costs incurred in connection with
the operation, maintenance, repair and replacement of the Building;


(g)           All
reasonable legal fees and costs incurred in connection with the operation,
maintenance, repair and replacement of the Building;


(h)           All
reasonable fees for management services provided by a management company and/or
by Lessor and/or an agent of Lessor;


(i)            The
annual amortization of costs, including financing costs, if any, incurred by
Lessor after completion of the Building for any capital improvements installed
or paid for by Lessor and required by any new (or change in) laws, rules or
regulations of any governmental or quasi-governmental authority;



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(j)            The
annual amortization of costs, including financing costs, if any, of any
equipment, device or capital improvement purchased or incurred as a
labor-saving measure or to affect other economies in the operation or
maintenance of the Building (provided the annual amortized cost does not exceed
the actual cost savings realized and such savings do not redound primarily to
the benefit of any particular tenant);


(k)           All
insurance premiums and other charges (including, without limitation,
unreimbursed reasonable deductible amounts) incurred by Lessor with respect to
the insuring of the Building including, without limitation, the following to
the extent carried by the Lessor:  (i)
fire and extended coverage insurance, windstorm, hail and explosion; (ii) riot
attending a strike, civil commotion, aircraft, vehicle and smoke insurance;
(iii) public liability, bodily injury and property damage insurance; (iv)
elevator insurance; (v) workers’ compensation insurance for the employees
specified in Section 4.3(b) above; (vi) boiler and machinery insurance,
sprinkler leakage, water damage, property, burglary, fidelity and pilferage
insurance on equipment and materials; (vii) loss of rent, rent abatement, rent
continuation, business interruption insurance, and similar types of insurance;
(viii) earthquake insurance; and (ix) such other insurance as is customarily
carried by operators of other comparable first-class office buildings in
Southern California;


(l)            Such
other usual costs and expenses incurred by Lessor and which are paid by other
landlords for the purpose of providing for the on-site operation, supervision,
management, security, servicing, maintenance, repair and replacement of
first-class office buildings in Southern California;


(m)          All
actual taxes, assessments, levies, charges, water and sewer charges, rapid
transit and other similar or comparable governmental charges (collectively, “Taxes”)
levied or assessed on, imposed upon or attributable to the calendar year in
question (i) to the Building, and/or (ii) to the operation of the Building,
including, but not limited to, Taxes against the Building, personal property
taxes or assessments levied or assessed against the Building, plus any tax
measured by gross rentals received from the Building, together with any costs
incurred by Lessor, including attorneys’ fees, in contesting any such Taxes but
excluding any net income, franchise, capital stock, estate or inheritance taxes
imposed by the State of California or the United States, or any City or other
governmental authority, or by their respective agencies, branches or
departments provided that, if at any time during that Term there shall be
levied, assessed or imposed on Lessor or the Building by any governmental
entity, any general or special, ad valorem or specific excised capital levy or
other taxes on the payments received by Lessor under this Lease or other leases
affecting the Building and/or any license fee, excise or franchise taxes
measured by or based, in whole or in part, upon such payments, and/or transfer,
transaction, or taxes based directly or indirectly upon the transaction
represented by this Lease or other leases affecting the Building, and/or any
occupancy, use, per capita or other taxes, based directly or indirectly upon
the use or occupancy of the Premises or the Building, then all such taxes shall
be deemed to be included within the definition of the term Taxes;


(n)           All
costs associated with those improvements, systems, signage, equipment, and
installations that are designed by Lessor to serve or benefit the Building by
facilitating the flow of traffic into or out of the Building and/or the parking
structure(s) of the Building, whether or not located within, adjacent to, or
near the Building and/or the parking structure(s) of the Building, amortized
over their useful lives in connection with any capital items;


(o)           Any
building system maintenance contracts, insurance or other class of operating
expense, unless such maintenance cost, insurance coverage or class of operating
expense was carried during the Base Year or, in the alternative, the Base Year
Operating Expenses have been grossed up to include what such maintenance,
insurance or other operating costs would have cost had they been incurred
during the Base Year; and


(p)           
Any recalculation of or additional costs incurred more than two (2) years prior
to the year in which Lessor proposed such costs be charged.


Notwithstanding the foregoing, Operating Expenses shall not include the
following expenses:


(1)   wages,
salaries or fringe benefits paid to any employees above the grade of building
manager, or where employees devote time to properties other than the Building,
the portion properly allocated to such other properties;


(2)   leasehold improvements, alterations and decorations
which are made in connection with the preparation of any portion of the
Building for occupancy by a new tenant, or which improvements, alterations and
decorations are not generally beneficial to all tenants of the Building;


(3)   services
performed for any tenant (other than Lessee) of the Building, whether at the
expense of Lessor or such tenant, to the extent that such services are in
excess of the services which Lessor is required to furnish under this Lease;


(4)   costs
incurred in connection with the making of repairs or replacements which are the
obligation of another tenant or occupant of the Building;


(5)   advertising,
marketing, promotional, public relations or brokerage fees, commissions or
expenditures



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(6)   financing
and refinancing costs in respect of any mortgage or security interest placed
upon the Building or any portion thereof, including payments of principal,
interest, finance or other charges, and any points and commissions in
connection therewith;


(7)   interest
or penalties for any late or failed payments by Lessor under any contract or
agreement unless resulting from Lessee’s failure to pay when and as due Lessee’s
share of Operating Expenses;


(8)   rent
or other charges payable under any ground or underlying lease;


(9)   costs
of electrical or other utilities services furnished directly to any premises of
other tenants of the Building if such service is separately metered for the
Premises and such costs are separately charged to such other tenants;


(10) costs
incurred in connection with Lessor’s preparation, negotiation, dispute
resolution and /or enforcement of leases, including court costs and attorneys’
fees and disbursements in connection with disputes with prospective tenants,
employees, consultants, management agents, leasing agents, purchasers or
mortgagees;


(11) costs
incurred in connection with any additions to or expansions of the Building;


(12) costs of repairs, restoration or replacements
occasioned by fire or other casualty or caused by the exercise of the right of
eminent domain, whether or not insurance proceeds or condemnation award
proceeds are recovered or adequate for such purposes;


(13) expenditures
for capital improvements or replacements except as allowed under Subsections
(i) and (j) above;


(14) the
cost of performing, correcting defects in, or inadequacies of, the Lessor’s
work or of otherwise correcting defects (including latent defects) in the
Building;


(15) the
cost to make improvements, alterations and additions to the Building which are
required in order to render the same in compliance with existing laws, rules,
orders regulations and/or directives including the ADA;


(16) the
cost of environmental monitoring, compliance, testing and remediation performed
in, on, about and around the Building;


(17) any
costs in the nature of fees, fines or penalties arising out of Lessor’s breach
of any obligation (contractual or at law and including, without limitation,
costs, fines, interest, penalties and costs of litigation incurred as a result
of late payment of Taxes and /or utility bills), including attorney’s fees
related hereto;


(18) any
costs, charges or expenses in the nature of licenses, permits or inspection
fees that are not part of routine maintenance or result from the act, omission
or negligence of Lessor or another tenant;


(19) depreciation;


(20) amounts
paid to subsidiaries or affiliates of Lessor for services rendered to the
Building to the extent such amounts exceed the competitive costs for delivery
of such services were they not provided by such related parties;


(21) management
fees to the extent in excess of competitive rates;


(22) sculpture,
paintings and other works of art.


If the Building does not have at least ninety-five
percent (95%) of the usable area of the Building occupied during the entirety
of any calendar year during the Term, then the Operating Expenses for such
calendar year period shall be deemed to be equal to the total of (x) the
Operating Expenses, that vary in amounts based upon the occupancy level of the
building, including, but not limited to, janitorial, maintenance, utilities and
property management, which would have been incurred by Lessor if ninety-five
percent (95%) of the usable area of the Building had been occupied for the
entirety of such calendar year (y) the actual Taxes as defined in Section 4.3(m)
and (z) all other Operating Expenses incurred in such calendar year.  The annual amortization of costs as required
above shall be determined by Lessor. 
Operating Expenses shall be computed according to the cash or accrual
basis of accounting, as Lessor may elect in accordance with generally accepted
accounting principles employed by Lessor consistently applied.  Lessor shall have the right, in its
discretion, to allocate and prorate any portion or portions or all of the
Operating Expenses on a building-by-building basis, then Lessee’s Pro Rata
Share shall, as to the portion of Operating Expenses so allocated, be based on
the ratio of the Rentable Area of the Premises to the Rentable Area of the
Building.


Section 4.4             Review
of Operating Expenses.  So long as no Event of Default (as defined in
Article 17) has occurred, which remains uncured, Lessee shall have
the right, at Lessee’s own expenses, for a period of one hundred eighty (180)
days following receipt of each Statement, and after paying Lessor in full the
amount indicated due and owing on said Statement, to inspect, at Lessor’s
office during normal business hours, Lessor’s books and



 6
 








records
directly related to the Operating Expenses for the preceding calendar year
period in question (the “Inspection”). Lessee shall choose an independent firm
or certified public accountant of national standing with commercial real estate
experience (not being compensated on a contingency fee basis) to conduct the
Inspection.  Lessee’s Inspection shall be
completed within ten (10) business days after commencement thereof. Lessee
agrees that any records reviewed or information obtained as part of the
Inspection shall constitute confidential information of Lessor, which shall not
be disclosed to anyone other than the accountants performing the Inspection,
the principals of Lessee receiving said information, and their counsel and
other representatives.  Lessee shall
cause the firm or accountant chosen by Lessee to conduct the Inspection to sign
a confidentiality agreement to provide all records reviewed or information
obtained remain at all times confidential information of the Lessor. Disclosure
of such confidential information to any other person by either Lessee or Lessee’s
agent performing the Inspection may, at Lessor’s election, constitute a
material breach of this Lease.  Lessee
shall pay Lessor, on demand and as Additional Rent, Lessor’s invoice for (i)
the photocopying of documents; and (ii) any other reasonable expense of Lessor
incidental to Lessee’s Inspection. A copy of the results of Lessee’s Inspection
shall be delivered to Lessor within thirty (30) days after Lessee’s completion
of the Inspection. Lessee shall be entitled to no more than one (1) Inspection
per calendar year.  If Lessee shall not
have availed itself of such Inspection, Lessee shall be deemed to have accepted
as final and determinative the amounts shown on the Statement.  If Lessee shall have availed itself of its
right to inspect the books and records, and then disputes the accuracy of the
information set forth in Lessor’s books and records with respect to the
Statement, Lessee shall no later than six (6) months after receipt of the
Statement (or its right to contest such charges shall be deemed waived)
institute arbitration proceedings against Lessor in an arbitration proceeding
governed by the rules of the American Arbitration Association to collect and
recover any overpayments made by Lessee, and Lessee shall, within ten (10) days
of having instituted such arbitration proceeding, serve Lessor with a copy of
the complaint filed in such proceeding. 
Lessee shall be precluded from contesting Operating Expenses and Lessor’s
computations of the amounts payable by Lessor or Lessee pursuant to this
Article 4 unless an arbitration complaint is filed and served within the
aforesaid periods of time.


If
Lessee institutes such arbitration proceedings, then the arbitrator shall have
the power to, and shall inquire into and determine, not only whether or not
Lessee was overcharged for any Excess Operating Expenses, but whether or not
Lessee was undercharged for such Excess Operating Expenses.  At the conclusion of the arbitration, the
arbitrator shall issue a ruling as to what the Excess Operating Expenses should
have been had Lessor strictly complied with the provisions of this Lease.  If Lessor overcharged Lessee for Excess
Operating Expenses, the amount of the overcharge shall be returned to Lessee
within thirty (30) days following the conclusion of the arbitration.  If the arbitrator determines that Lessee was
undercharged for Excess Operating Expenses, Lessee shall pay the amount of such
undercharge to Lessor within thirty (30) days following the issuance of the
arbitration ruling.


Should the arbitrator find errors in excess of three percent (3%) of the
Statement, then Lessor shall be responsible for all reasonable fees and costs
incurred by Lessee with respect to the arbitration proceeding.  Should the arbitrator find errors below three
percent (3%) of the Statement, then Lessee shall be responsible for all
reasonable fees and costs incurred by Lessor with respect to the arbitration
proceeding.


Section
4.5             Disproportionate Operating Charges.  Notwithstanding Sections 4.1
through 4.4 above, in the event Lessor should incur an Operating Expense during
Lessee’s Term that Lessor reasonably determines was incurred by reason of
Lessee’s specific use and/or occupancy of the Premises or the Additional
Premises, which expense was materially disproportionate to the ordinary
building Operating Expenses but for such use and/or occupancy by Lessee (a “Disproportionate
Operating Charge”), then Lessor shall not include said Disproportionate
Operating Charge within the Building Operating Expenses to calculate Lessee’s
Pro Rata Share pursuant to Section 4.3 above, but rather, Lessee shall pay Lessor
one hundred percent of the delta over and above said ordinary Operating
Expenses as the same shall be determined by Lessor.


ARTICLE 5 - SECURITY DEPOSIT AND LETTER OF CREDIT


Section 5.1             Security Deposit.  Concurrently
with Lessee’s execution of this Lease and submission thereof for Lessor’s
execution, Lessee shall pay the Deposit to Lessor, which Deposit shall be held
by Lessor as security, for the full and faithful performance of Lessee’s
covenants and obligations under the Lease. 
The Deposit is not an advance Base Rental deposit, an advance payment of
any other kind, or a measure of Lessor’s damages in case of Lessee’s
default.  If Lessee fails to comply with
the full and timely performance of any or all of Lessee’s covenants and
obligations set forth in this Lease, including, but not limited to, the
provisions relating to the payment of Rent, the removal of property and the
repair of resultant damage, then Lessor may, from time to time, without notice
to Lessee and without waiving any other remedy available to Lessor, use the
Deposit, or any portion of it, to the extent necessary to cure or remedy such
failure or to compensate Lessor for any or all damages sustained by Lessor
resulting from Lessee’s failure to comply fully and timely with its obligations
pursuant to this Lease.  Lessee shall
immediately pay to Lessor on demand the amount so applied in order to restore
the Deposit to its original amount, and Lessee’s failure to immediately do so
shall constitute a default under this Lease. 
If Lessee is in compliance with the covenants and obligations set forth
in this Lease at the time which is sixty (60) days following the time of both
the expiration (or earlier termination) of this Lease and Lessee’s vacating of
the Premises, Lessor shall return the Deposit to Lessee promptly
thereafter.  Lessor shall not be required
to maintain the Deposit separate and apart from Lessor’s general or other
funds, and Lessor may commingle the Deposit with any of Lessor’s general or
other funds.  Lessee shall not at any time
be entitled to interest on the Deposit. 
Lessee hereby waives the provisions of Section 1950.7 of the California
Civil Code and all other provisions of the law, now or hereafter in effect,
which (i) establish the time frame by which a landlord must refund a security
deposit under a lease, and/or (ii) provide that a landlord may claim from a
security deposit only those sums reasonably



 7
 








necessary to remedy defaults in the payment of rent, to
repair damage caused by a tenant or to clean the premises, it being agreed that
Lessor may, in addition, claim those sums specified in this Article 5
above and/or those sums reasonably necessary to compensate Lessor for any loss
or damage caused by Lessee’s default of this Lease, including, but not limited
to, all damages or rent due upon termination of this Lease pursuant to Section
1951.2 of the California Civil Code.


Section
5.2             Letter of
Credit.  Concurrently with Lessee’s execution
of this Lease, Lessee shall deliver to Lessor, as protection for the full and
faithful performance by Lessee of all of its obligations under this Lease and
for all losses and damages Lessor may suffer (or which Lessor reasonably
estimates that it may suffer) as a result of any breach or default by Lessee
under this Lease, an irrevocable and unconditional negotiable standby letter of
credit (the “Letter of Credit”),
in the form attached hereto as Exhibit ”G”
and containing the terms required herein, payable in the City of Los Angeles,
California, running in favor of Lessor and issued by a solvent, nationally
recognized bank with a long term rating of BBB or higher, under the supervision
of the Superintendent of Banks of the State of California, or a national
banking association, in the amount equal to $292,995.00 ($45.00 per usable square feet of Premises) (the “Letter of Credit Amount”).  The Letter of Credit shall (i) be “callable”
at sight, irrevocable and unconditional, (ii) be fully assignable by Lessor,
its successors and assigns, (iii) permit partial draws and multiple
presentations and drawings, and (iv) be otherwise subject to the Uniform
Customs and Practices for Documentary Credits (1993-Rev), International Chamber
of Commerce Publication #500, or the International Standby Practices-ISP 98,
International Chamber of Commerce Publication #590.  In addition to the foregoing, the form and
terms of the Letter of Credit (and the bank issuing the same (the “Bank”) shall be acceptable to Lessor,
in Lessor’s sole discretion.  Lessor, or
its then managing agent, shall have the right to draw down an amount up to the
face amount of the Letter of Credit if any of the following shall have occurred
or be applicable:  (A) such amount
is due to Lessor under the terms and conditions of this Lease, or (B) Lessee
has filed a voluntary petition under the U. S. Bankruptcy Code or any
state bankruptcy code (collectively, “Bankruptcy
Code”), or (C) an involuntary petition has been filed against Lessee
under the Bankruptcy Code, or (D) the Bank has notified Lessor that the
Letter of Credit will not be renewed or extended through the LC Expiration Date,
or (E) Lessee shall have failed to obtain all necessary
approvals to become a federally insured bank by July 1, 2007.


The Letter of Credit will be honored by the Bank regardless
of whether Lessee disputes Lessor’s right to draw upon the Letter of Credit.  The Letter of Credit shall be maintained in
effect for the sum of $292,995.00 until the
last calendar day of the ninth (9th) full calendar month following the Commencement Date, and
then the Letter of Credit shall be reduced to the sum of $146,497.50, and shall
continue in said amount until the last calendar day of the eighteen (18th) full
calendar month following the Commencement Date, whereupon the Letter of Credit
shall then expire (the “LC Expiration Date”).


The Letter of Credit shall provide that Lessor, its
successors and assigns, may, at any time and without notice to Lessee and
without first obtaining Lessee’s consent thereto, transfer (one or more times)
all or any portion of its interest in and to the Letter of Credit to another
party, person or entity, regardless of whether or not such transfer is separate
from or as a part of the assignment by Lessor of its rights and interests in
and to this Lease.  In connection with
any such transfer of the Letter of Credit by Lessor, Lessee shall, at Lessee’s
sole cost and expense, execute and submit to the Bank such applications,
documents and instruments as may be necessary to effectuate such transfer, and Lessee
shall be responsible for paying the Bank’s transfer and processing fees in
connection therewith.  Lessee further
covenants and warrants that it will neither assign nor encumber the Letter of
Credit or any part thereof and that neither Lessor nor its successors or
assigns will be bound by any such assignment, encumbrance, attempted assignment
or attempted encumbrance.


Without limiting the generality of the foregoing, if the
Letter of Credit expires earlier than the LC Expiration Date, Lessor will
accept a renewal thereof (such renewal letter of credit to be in effect and
delivered to Lessor, as applicable, not later than sixty (60) days prior to the
expiration of the Letter of Credit), which shall be irrevocable and
automatically renewable as above provided through the LC Expiration Date upon
the same terms as the expiring Letter of Credit or such other terms as may be
acceptable to Lessor in its sole discretion. 
However, if the Letter of Credit is not timely renewed, or if Lessee
fails to maintain the Letter of Credit in the amount and in accordance with the
terms set forth in this Section 5.2, Lessor shall have the right to
present the Letter of Credit to the Bank in accordance with the terms of this
Section 5.2, and the proceeds of the Letter of Credit may be applied by Lessor
against any Rent payable by Lessee under this Lease that is not paid when due
and/or to pay for all losses and damages that Lessor has suffered or that Lessor
reasonably estimates that it will suffer as a result of any breach or default
by Lessee under this Lease.  Any unused
proceeds shall constitute the property of Lessor and need not be segregated
from Lessor’s other assets.


Lessee hereby acknowledges and agrees that Lessor is entering
into this Lease in material reliance upon the ability of Lessor to draw upon
the Letter of Credit upon the occurrence of any breach or default on the part
of Lessee under this Lease.  If Lessee
shall breach any provision of this Lease or otherwise be in default hereunder, Lessor
may, but without obligation to do so, and without notice to Lessee, draw upon
the Letter of Credit, in part or in whole, to cure any breach or default of Lessee
and/or to compensate Lessor for any and all damages of any kind or nature
sustained or which Lessor reasonably estimates that it will sustain resulting
from Lessee’s breach or default of this Lease, including, but not limited to,
all damages or rent due upon termination of this Lease pursuant to Section
1951.2 of the California Civil Code.  The
use, application or retention of the Letter of Credit, or any portion thereof,
by Lessor shall not prevent Lessor from exercising any other right or remedy
provided by this Lease or by any applicable law, it being intended that Lessor
shall not first be required to proceed against the Letter of Credit, and shall
not operate as a limitation on any recovery to which Lessor may otherwise be
entitled. Lessee agrees not to



 8
 








interfere
in any way with payment to Lessor of the proceeds of the Letter of Credit,
either prior to or following a “draw” by Lessor of any portion of the Letter of
Credit, regardless of whether any dispute exists between Lessee and Lessor as
to Lessor’s right to draw upon the Letter of Credit.  No condition or term of this Lease shall be
deemed to render the Letter of Credit conditional to justify the issuer of the
Letter of Credit in failing to honor a drawing upon such Letter of Credit in a
timely manner.  Lessee agrees and
acknowledges that (i) the Letter of Credit constitutes a separate and
independent contract between Lessor and the Bank, (ii) Lessee is not a
third party beneficiary of such contract, (iii) Lessee has no property
interest whatsoever in the Letter of Credit or the proceeds thereof, and
(iv) in the event Lessee becomes a debtor under any chapter of the
Bankruptcy Code, neither Lessee, any trustee, nor Lessee’s bankruptcy estate
shall have any right to restrict or limit Lessor’s claim and/or rights to the
Letter of Credit and/or the proceeds thereof by application of
Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.


Lessor and Lessee acknowledge and agree that in no event or
circumstance shall the Letter of Credit or any renewal thereof or any proceeds
thereof be (i) deemed to be or treated as a “security deposit” within the
meaning of California Civil Code Section 1950.7, (ii) subject to the
terms of such Section 1950.7, or (iii) intended to serve as a “security
deposit” within the meaning of such Section 1950.7.  The parties hereto (A) recite that the
Letter of Credit is not intended to serve as a security deposit and such
Section 1950.7 and any and all other laws, rules and regulations
applicable to security deposits in the commercial context (“Security Deposit Laws”) shall have no
applicability or relevancy thereto, and (B) waive any and all rights,
duties and obligations either party may now or, in the future, will have
relating to or arising from the Security Deposit Laws.


ARTICLE 6 - USE


Section 6.1             Restriction on Use.  Lessee
shall not do or permit to be done in or about the Property, nor bring, keep or
permit to be brought or kept therein, anything which is prohibited by the
attached Exhibits “E” and “F” or by any standard form fire insurance policy or
which will in any way increase the existing rate of, or affect, any fire or
other insurance upon the Building or its contents, or which will cause a weight
load or stress on the floor or any other portion of the Premises in excess of
the weight load or stress which the floor or other portion of the Premises is
designed to bear.  Lessee, at Lessee’s
sole cost, shall comply with all laws (as defined in Section 21.2) affecting
the Premises, and with the requirements of any Board of Fire Underwriters or
other similar body now or hereafter instituted, and shall also comply with any
order, directive or certificate of occupancy issued pursuant to any Laws, which
affect the condition, use or occupancy of the Premises, including, but not
limited to, any requirements of structural changes related to or affected by
Lessee’s acts, occupancy or use of the Premises.  The judgment of any court of competent jurisdiction
or the admission of Lessee in any action against Lessee, whether or not Lessor
is a party to such action, shall be conclusive as between Lessor and Lessee in
establishing such violation.  Lessee
shall not conduct retail operations from the Premises or use the Premises for
medical or dental offices or for any other office purpose which is different
from the office operations permitted by Lessor of its other tenants in the
Building.


Section 6.2             Compliance by Other Lessees.  Lessor
shall not be liable to Lessee for any other occupant’s or tenant’s failure to
conduct itself in accordance with the provisions of this Article 6, and Lessee
shall not be released or excused from the performance of any of its obligations
under this Lease in the event of any such failure.


ARTICLE 7 - ALTERATIONS AND ADDITIONS


Section 7.1             Lessee’s Rights To Make Alterations.  Following
the date on which Lessee first occupies the Premises, Lessee, at its sole cost
and expense, shall have the right upon receipt of Lessor’s consent, to make
alterations, additions or improvements to the Premises if such alterations,
additions or improvements are made in accordance with this Article 7, are
normal for general office use, do not adversely affect the utility or value of
the Premises or the Building for future tenants, do not alter the exterior
appearance of the Building, are not of a structural nature, do not require
excessive removal expenses and are not otherwise prohibited under this Lease
(collectively, “Alterations”).  All such
Alterations shall be made in conformity with the requirements of Section 7.2
below and at the option of Lessor with Lessor’s contractors.  Once the Alterations have been completed,
such Alterations shall thereafter be included within the designation of Lessee
Improvements and shall be treated as Lessee Improvements.


Section 7.2             Installation of Alterations.  Provided
the Lessor shall have previously given Lessee written approval and consent to
Alterations, any Alterations installed by Lessee during the Term shall be done
in strict compliance with all of the following:


(a)           No such work shall
proceed without Lessor’s prior approval of (i) Lessee’s contractor(s); (ii)
certificates of insurance from a company or companies approved by Lessor,
furnished to Lessor by Lessee’s Contractor(s), for combined single limit bodily
injury and property damage insurance covering comprehensive general liability
and automobile liability, in an amount not less than One Million Dollars
($1,000,000.00) per person and per occurrence and endorsed to show Lessor as an
additional insured, and for workers’ compensation as required by law, endorsed
to show a waiver of subrogation by the insurer to any claims Lessee’s
contractor may have against Lessor, Lessor’s agents, employees, contractors and
other tenants of the Building (provided, however, nothing in this Section
7.2(a) shall release Lessee of its other insurance obligations hereunder); and
(iii) detailed plans and specifications for such work.


(b)           All such work shall be done in a first-class workmanlike manner and in
conformity with a valid building permit and all other permits and licenses when
and where required, copies of which shall be furnished to Lessor



 9
 








before the work is commenced, and any work not acceptable
to any governmental authority or agency having or exercising jurisdiction over
such work, or not reasonably satisfactory to Lessor, shall be promptly replaced
and corrected at Lessee’s expense. 
Lessor’s approval or consent to any such work shall not impose any
liability upon Lessor.  No work shall
proceed until and unless Lessor has received at least ten (10) days notice that
such work is to commence.


(c)           Lessee shall immediately reimburse Lessor for any expense incurred by
Lessor in reviewing and approving the plans and specifications for such work or
by reason of any faulty work done by Lessee or Lessee’s contractors, or by
reason of delays caused by such work, or by reason of inadequate cleanup.


(d)           Lessee or its
contractors will in no event be allowed to make plumbing, mechanical or
electrical improvements to the Premises, or any structural modification to the
Building without first obtaining Lessor’s written consent, which Lessor can
withhold in its sole and absolute discretion. 
Lessee may not make changes to, or install, acoustical or integrated
ceilings, or partitions over 5’10” in height without first obtaining Lessor’s
written consent.


(e)           All work by Lessee shall be scheduled through Lessor and shall be
diligently and continuously pursued from the date of its commencement through
its completion; and


(f)            Lessee shall obtain any bonds required by Lessor
pursuant to Article 9 of this Lease.


Section 7.3             Alterations and Improvements -
Treatment at End of Lease.  All Alterations and Lessee Improvements made
by or for Lessee, whether temporary or permanent in character, made either by
Lessor or Lessee, including, but not limited to, all air-conditioning or
heating systems, paneling, decorations, cabling, partitions and railings
(except furniture or movable trade fixtures installed at the expense of Lessee)
shall become the property of the Lessor and shall remain upon, and be
surrendered with, the Premises as a part thereof at the termination of this
Lease, without compensation to Lessee; provided, however, that at the election
of Lessor, exercisable by notice to Lessee given at least sixty (60) days prior
to the end of the Lease Term, Lessee shall, at Lessee’s sole expense, prior to
the expiration of the Term (or within ten (10) days following the earlier
termination of this Lease), remove from the Premises the Alterations and/or
Lessee Improvements (or that portion of the Alterations and/or Lessee
Improvements) required by Lessor to be removed, and repair all damage to the
Premises caused by such removal.  Lessor
shall have the right, upon reasonable notice to Lessee, to enter and fully
inspect the entire Premises just prior to the expiration of the Term or earlier
termination of this Lease to determine the condition of the Premises, and to
ascertain what removals, if any, Lessor shall require of Lessee pursuant to the
terms hereof.


All of Lessee’s Personal
Property, including, but not limited to, moveable furniture, trade fixtures and
equipment, not attached to the Building or the Premises, shall be completely
removed by Lessee prior to the expiration of the Term (or within ten (10) days
following the earlier termination of this Lease), provided, however, that
Lessee shall repair all damage caused by such removal prior to the expiration
of the Term (or within ten (10) days following the earlier termination of this
Lease), and provided further, that any of Lessee’s Personal Property not so
removed shall, at the option of Lessor, be deemed abandoned by Lessee and shall
automatically become the property of Lessor (whereupon Lessor shall then be
permitted to retain and/or dispose the same, or any part thereof, in any manner
whatsoever, without liability to Lessee).


ARTICLE 8 - LESSEE’S REPAIRS AND CLEANING OBLIGATIONS


Section 8.1             Lessee’s Repairs and Cleaning
Obligations.  Lessee shall, at Lessee’s sole cost and expense,
keep the Premises in good, clean and sanitary condition and repair at all times
during the Term.  Lessee’s promise to
keep the Premises in good, clean and sanitary condition and repair shall
survive the expiration or earlier termination of this Lease.  All damage or breakage to any part or portion
of the Premises, and all damage or breakage to any portion of the Property
caused by the willful or negligent act or omission of Lessee or Lessee’s
agents, employees, contractors, licensees, directors, officers, partners,
trustees, visitors or invitees (collectively, “Lessee’s Employees”), shall be
promptly repaired or replaced by Lessee, at Lessee’s sole cost and expense, to
the satisfaction of Lessor. Lessor may make any repairs or replacements which
are not made by Lessee within a reasonable amount of time (except in the case
of emergency when such repairs or replacements can be made immediately), and
charge Lessee for the cost of such repairs and replacements.  Lessee shall be solely responsible for the
design and function of all of Lessee Improvements whether or not installed by
Lessor at Lessee’s request.  Lessee
waives all rights to make repairs or replacements to the Premises or to the
Property at the expense of Lessor, or to deduct the cost of such repairs or
replacements from any payment owed to Lessor under this Lease. If upon
expiration or earlier termination of this Lease Lessee shall have failed to
leave the Premises in good, clean and sanitary condition and repair, reasonable
wear and tear excepted, then Lessor may use any portion of the Deposit
necessary to compensate Lessor for costs, charges and expenses incurred by
Lessor for Lessee’s failure to comply with its obligations stated herein.


ARTICLE 9 - NO LIENS BY LESSEE


Section 9.1             No Liens by Lessee.  Lessee
shall at all times keep the Premises, the Building and the Property free from
any liens arising out of any work performed or allegedly performed, materials,
furnished or allegedly furnished or obligations incurred by or for Lessee.  At any time Lessee either desires or is
required to make any Alterations, Lessor may, in addition to the provisions of
Article 7, require Lessee, at Lessee’s sole cost and expense, to obtain and
provide to Lessor performance and payment bonds in a form and by a surety
acceptable to Lessor and in an amount not less than one and one-half (1-1/2)
times the estimated cost of such Alterations to insure Lessor against liability
from mechanics’ and materialmen’s liens and to insure completion of the work
and may also require such



 10
 








additional items or assurances as Lessor in its sole
discretion may deem reasonable or desirable. 
Lessee agrees to indemnify, defend, protect, and hold Lessor harmless
from and against any and all claims for mechanics’, materialmen’s or other
liens in connection with any Alterations, repairs, or any work performed,
materials furnished or obligations incurred by or for Lessee.  Lessor reserves the right to enter the
Premises for the purpose of posting such notices of non-responsibility as may
be permitted by law, or desired by Lessor.


ARTICLE 10 - LESSOR’S MAINTENANCE AND REPAIR OBLIGATIONS


Section 10.1           Scope of Lessor’s Repairs.  So long
as no Event of Default (as defined in Article 17) has occurred, which remains
uncured, Lessor shall maintain and repair the structural elements and the
public and common areas of the Building as the same may exist from time to
time, at all times in a manner consistent with first class office buildings in
the Building’s market area.  Lessor shall
have no obligation to make repairs under this Article 10 until a reasonable
time after receipt of written notice of the need for such repairs.  In no event shall any payments owed by Lessee
under this Lease be abated on account of Lessor’s failure to make repairs under
this Article 10.


ARTICLE 11 - BUILDING SERVICES


Section 11.1           Standard Building Services.  Subject
to the full performance by Lessee of all of Lessee’s obligations under this
Lease, Lessor shall furnish the Premises with the standard building services
and utilities as set forth in the attached Exhibit “D.”


Section 11.2           Additional Services.  Lessee
agrees to pay immediately on demand all reasonable charges imposed by the
Lessor from time to time for all building services and utilities supplied to or
used by Lessee in excess of or in addition to those standard building services
and utilities which Lessor agrees to provide to Lessee in accordance with
Exhibit “D” (said excess and additional building services and utilities are
referred to as “Additional Services”). 
If Lessee is a habitual user of such Additional Services, Lessor may at
any time cause a switch and/or metering system to be installed at Lessee’s
expense (which expense Lessee shall pay within ten (10) business days of
receipt of an invoice from Lessor covering the cost of such switch or metering
system and the installation thereof) to measure the amount of building
services, utilities and/or Additional Services consumed by Lessee or used in
the Premises.  Lessee agrees to pay Lessor,
within five (5) business days, for all such Additional Services consumed as
shown by said meters, at the rates charged for such services by the local
public or private utility furnishing the same, if applicable, plus any
additional expense incurred by Lessor in keeping records or accounts of the
Additional Services so consumed.


Section 11.3           Lessor’s Right to Cease Providing Services.  Lessor
reserves the right in its sole and absolute discretion with respect to item (a)
below, and in its reasonable discretion with respect to item (b) below, but in
no event in a manner that substantially interferes with Lessee’s normal
business operations at the Premises, to reduce, interrupt or cease service of
the heating, air conditioning, ventilation, elevator, plumbing, electrical
systems, telephone systems and/or utilities services of the Premises, the
Building or the Property, for any or all of the following reasons or causes:


(a)           any accident, emergency, governmental regulation, or Act of God,
including, but not limited to, any cause set forth in Article 29, or


(b)           the making of any repairs, replacements, additions, alterations or
improvements to the Premises or the Property until said repairs, additions,
alterations or improvements shall have been completed.


No such interruption, reduction
or cessation of any such building services or utilities shall constitute an
eviction or disturbance of Lessee’s use or possession of the Premises or
Property, or an ejection or eviction of Lessee from the Premises, or a breach
by Lessor of any of its obligations, or entitle Lessee to be relieved from any
of its obligations under this Lease, or result in any abatement of Rent.  In the event of any such interruption,
reduction, or cessation, Lessor shall use reasonable diligence to restore such
service where it is within Lessor’s reasonable control to do so.


ARTICLE 12 - ASSIGNMENT AND SUBLETTING


Section 12.1           Right to Assign and Sublease.  Lessor
and Lessee recognize and specifically agree that this Article 12 is an economic
provision, like Rent, and that the Lessor’s right to recapture, and to share in
profits, is granted by Lessee to Lessor in consideration of certain other
economic concessions granted by Lessor to Lessee.  Lessee may voluntarily assign its interest in
this Lease or in the Premises, or sublease all or any part of the Premises, or
allow any other person or entity to occupy or use all or any part of the
Premises, upon first obtaining Lessor’s prior written consent (except that no
consent of Lessor shall be required for an assignment to an entity which
acquires all or part of Lessee, or which is acquired in whole or in part by
Lessee, or which is controlled directly or indirectly by Lessee, or which
entity controls, directly or indirectly, Lessee (hereafter a “Qualified Financial Institution”), but only if (i)
Lessee is not then in default of this Lease, (ii) such assignment or sublease
does not conflict with or result in a breach of the permitted Use of the
Premises, and (iii) such proposed assignee or sublessee of Lessee’s proposed
assignment or sublease is not:


(a)           a governmental entity or an educational institution;



 11
 








(b)           a person with whom Lessor has negotiated for space in the Building or in
Lessor’s other buildings in Continental Park during the twelve (12) month period
ending with the date Lessor receives notice of such assignment, encumbrance or
subletting;


(c)           a present tenant in the Building or other space or building in
Continental Park;


(d)           a person whose tenancy in the Building or other space or building in
Continental Park would violate any exclusivity arrangement which Lessor has
with any other space or building in Continental Park;


(e)           a person whose business operations are not comparable to the business
operations of the then tenants in the Building leasing space similar to the
Premises.


Any assignment, encumbrance or
sublease without Lessor’s prior written consent other than to a Qualified
Financial Institution shall be voidable, at Lessor’s election, and shall
constitute a default by Lessee.  No
consent to an assignment, encumbrance or sublease shall constitute a further
waiver of the provisions of this Article 12.


Section 12.2           Procedure for Assignment and Sublease/Lessor’s
Recapture Rights.  Lessee shall advise Lessor by notice of (a)
Lessee’s intent to assign, encumber or sublease this Lease, (b) the name of the
proposed assignee or sublessee, and evidence reasonably satisfactory to Lessor
that such proposed assignee or sublessee satisfies Section 12.1 of this Lease,
and (c) the terms of the proposed assignment or subletting.  Lessor shall, within thirty (30) days of
receipt of such notice, and any additional information requested by Lessor
concerning the proposed assignee’s or sublessee’s financial responsibility,
elect one of the following:


(i)            Consent to such proposed assignment, encumbrance
or sublease; or


(ii)           Refuse such consent, which refusal shall be on reasonable grounds.


Section 12.3           Conditions
Regarding Consent to Sublease and Assignment.  As a condition for obtaining Lessor’s consent
to any assignment, encumbrance or sublease, if Lessor so requests, Lessee shall
require that the assignee or sublessee remit directly to Lessor on a monthly
basis, all rent due to Lessee by said assignee or sublessee.  Lessee shall pay upon demand Lessor’s
processing costs and attorneys’ fees incurred in determining whether to give
such consent, not to exceed One Thousand Dollars ($1,000.00).  Notwithstanding any permitted assignment or
subletting, Lessee shall at all times remain directly, primarily and fully
responsible and liable for all payments owed by Lessee under this Lease and for
compliance with all obligations under the terms, provisions and covenants of
this Lease.  If for any proposed
assignment or sublease, Lessee receives rent or other consideration (including,
but not limited to, sums paid for the sale or rental of Lessee’s personal
property or sums paid in connection with the supply of electricity or HVAC),
either initially or over the term of the assignment or sublease, in excess of
the rent required by this Lease, or, in the case of the sublease of a portion
of the Premises, in excess of such rent fairly allocable to such portion, after
appropriate adjustments to assure that all other payments called for hereunder
are taken into account, Lessee shall pay to Lessor as additional rent fifty
percent (50%) of all of the excess of each such payment of rent or other
consideration received by Lessee within five (5) days of its receipt.  Furthermore, for any proposed sublease, the
sublease agreement (a) shall require Lessee and Sublessee to send Lessor copies
of any and all notices concerning the Premises that either party shall send to
one another, and (b) shall require Sublessee to obtain a waiver of subrogation
against Lessor from Sublessee’s insurers. 
Lessor’s consent, if granted, to any assignment or sublease shall be
deemed limited solely to said original assignment or sublease, and Lessor
reserves the right to consent or to withhold consent with respect to any
further or additional assignments, sublets or other transfers of the Lease.


Section 12.4           Termination
of Sublease upon Lease Termination. 
If at any time prior to the expiration or termination of an approved
Sublease the Lease shall expire or terminate for any reason whatsoever (or
Lessee’s right to possession shall terminate without termination of the Lease),
then the Sublease shall simultaneously expire and terminate. However, Sublessee
agrees, at the election and upon the written demand of Lessor, and not
otherwise, to attorn to Lessor for the remainder of the term of the Sublease,
such attornment to be upon all of the terms and conditions of the Lease, with
such reasonable modifications as Lessor may require (and if the Base Rental set
forth in the Sublease is greater than the Base Rental set forth in the Lease
then Sublessee agrees that the Base Rental set forth in the Sublease shall be
substituted as the Base Rental to be paid to Lessor). The foregoing provisions
of this Section 12.4 shall apply notwithstanding that, as a matter of law, the
Sublease may otherwise terminate upon the termination of the Lease, and shall
be self-operative upon such written demand of the Lessor, and no further
instrument shall be required to give effect to said provisions; provided,
however, Sublessee agrees to execute an attornment agreement, in the form and
substance acceptable to Lessor, pursuant to which Sublessee confirms that the
obligations owed to Lessee under the Sublease shall become obligations to
Lessor for the balance of the term of the Sublease.


Section 12.5           Affiliated Companies/Restructuring of Business
Organization.  Occupancy of all or part of the Premises by a
parent or wholly-owned subsidiary company of Lessee or by a wholly-owned
subsidiary company of Lessee’s parent company (collectively, “affiliated companies”)
shall not be deemed an assignment or subletting provided that any such
affiliated companies were not formed as a subterfuge to avoid the obligations
of this Article 12.



 12
 








ARTICLE 13 - SUBSTITUTED PREMISES


Section 13.1           Substituted Premises.  Intentionally
deleted.


ARTICLE 14 - INDEMNIFICATION; INSURANCE


Section 14.1           Indemnification.  Lessee shall, at its expense, protect,
defend, indemnify and hold Lessor and Lessor’s agents, contractors, licensees,
employees, directors, officers, partners, trustees and invitees (collectively, “Lessor’s
Employees”) and any and all of Lessor’s lessors and mortgagees (whose names
shall have been furnished to Lessee) harmless from and against any and all
claims, arising out of or in connection with Lessee’s use of the Premises, the
Building or the Property, the conduct of Lessee’s business, any activity, work
or things done, permitted or allowed by Lessee in or about the Premises or the
Property, Lessee’s or Lessee’s Employees’ nonobservance or nonperformance of
any statute, ordinance, rule, regulation or other Law, or any negligence or
willful act or failure to act of Lessee or Lessee’s Employees.  Lessor shall, at its expense, protect,
defend, indemnify and hold Lessee and Lessee’s agents, contractors, licensees,
employees, directors, officers, partners, trustees and invitees (collectively,
Lessee’s Employees”) harmless from and against any and all claims, arising out
of or in connection with Lessor’s use of the Building or the Property, the
conduct of Lessor’s business, any activity, work or things done, permitted or
allowed by Lessor in or about the Property, Lessor’s or Lessor’s Employees’
nonobservance or nonperformance of any statute, ordinance, rule, regulation or
other Law, or any negligence or willful act or failure to act of Lessor or
Lessor’s Employees.  This indemnity shall
survive the expiration or earlier termination of this Lease.


Section 14.2           Insurance.  Effective as of the Effective
Date, Lessee shall have the following insurance obligations:


(a)           Liability Insurance.  Lessee shall obtain and keep in full force a
policy of commercial general liability and property damage insurance (including
automobile, personal injury, broad form contractual liability and broad form
property damage) under which Lessee is named as the insured and Lessor, Lessor’s
Employees and all of Lessor’s lessors and mortgagees (whose names from time to
time shall have been furnished to Lessee) are named as additional insureds
under which the insurer agrees to indemnify, protect, defend, and hold Lessor,
its managing agent and all such lessors and mortgagees harmless from and
against any and all costs, expenses and liabilities arising out of or based
upon the indemnification obligations of this Lease.  The minimum limits of liability shall be a
combined single limit with respect to each occurrence of not less than Two
Million Dollars ($2,000,000.00).  The
Lessee’s policy shall contain a separation of insureds clause identical in form
and substance to the Separation of Insureds clause contained in the standard
ISO form #CGOO 01 (11-88) and shall not otherwise eliminate
cross-liability.  The policy also shall
be primary coverage for Lessee and Lessor for any liability arising out of
Lessee’s and Lessee’s Employees’ use, occupancy, maintenance, repair and
replacement of the Premises and all areas appurtenant thereto.  Such insurance shall provide that it is
primary insurance and not “excess over” or contributory with any other valid,
existing and applicable insurance in force for or on behalf of Lessor.  Not more frequently than once each year, if,
in the opinion of Lessor’s lender or of the insurance consultant retained by
Lessor, the amount of public liability and property damage insurance coverage
at that time is not adequate, Lessee shall increase the insurance coverage as reasonably
required by either Lessor’s lender or Lessor’s insurance consultant consistent
with insurance generally required to be maintained by landlords and tenants in
the business of Lessee.


(b)           Lessee’s Property Insurance.  Lessee,
at its cost, shall maintain on all of its Personal Property, Lessee
Improvements and Alterations, in, on, or about the Premises, a policy of
standard fire and extended coverage insurance, with theft, negligence,
water damage, fire damage, vandalism and
malicious mischief endorsements, to the extent of at least full replacement
value or replacement cost without any deduction for depreciation.  Such proceeds shall be used by Lessee
exclusively for the repair, replacement and restoration of such Personal
Property, Lessee Improvements and Alterations. 
The “full replacement value” of the improvements to be insured under
this Article 14 shall be determined by the company issuing the insurance policy
at the time the policy is initially obtained. 
Not less frequently than once every three (3) years, Lessor shall have
the right to notify Lessee that it elects to have the replacement value
redetermined by an insurance company or insurance consultant.  The redetermination shall be made promptly
and in accordance with the rules and practices of the Board of Fire
Underwriters, or a like board recognized and generally accepted by the
insurance company, and each party shall be promptly notified of the results by
the company.  The insurance policy shall
be adjusted according to the redetermination.


(c)           Worker’s Compensation.  Lessee
shall maintain Worker’s Compensation and Employer’s Liability insurance as
required by law with Employer’s Liability limits as required by law.


(d)           Business Income.  Lessee shall maintain loss of
income and business interruption insurance in such amounts as will reimburse
Lessee for direct or indirect loss of earnings, attributable to all perils
commonly insured against by prudent tenants or attributable to prevention of
access to the Premises or to the Building as a result of such perils, but in no
event in an amount less than the Rent and all additional rent payable hereunder
for twelve (12) months.


(e)           Other Coverage.  Lessee, at its cost, shall
maintain such other insurance as Lessor may reasonably require from time to
time.


(f)            Insurance Criteria.  All the
insurance required under this Lease shall:



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(i)            Be issued by insurance companies admitted in the
State of California, with a financial rating of at least an A:XIII status as
rated in the most recent edition of Best’s Insurance Reports;


(ii)           Be issued as a primary policy as respects any insurance maintained by
the Lessor, and that any such insurance maintained by the Lessor is excess and
noncontributory with this policy, provided the loss is caused by the negligence
of the named insured.


(iii)          Contain an endorsement requiring thirty (30) days’ written notice from
the insurance company to both parties and to Lessor’s lender before
cancellation or change in the coverage, scope, or amount of any policy; and


(iv)          With respect to property loss or damage by fire or other casualty, a
waiver of subrogation must be obtained, as required by Section 14.4.


(g)           Evidence of Coverage.  As
evidence of the insurance coverage required herein, except worker’s compensation,
Lessee shall provide Lessor with endorsements from the insurance policies
naming Lessor and Lessor’s affiliates, subsidiaries, successors, assigns,
directors, officers, shareholders, partners, members, employees and lenders (“Lessor’s
Parties”) as additional insured parties with respect to the coverage
required.  Said endorsements, together
with evidence of payment of premiums, shall be deposited with Lessor at least
ten (10) days prior to the date which Lessor estimates the Commencement Date will
occur, and on renewal of the policy not less than thirty (30) days before
expiration of the term of the policy. 
Lessor shall have the right to require Lessee to provide a certified
copy of the actual insurance policy.


(h)           No Limitation of Liability.  The
insurance obligations of Lessee hereunder, and/or the limits on such insurance
as described herein shall in no event waive, release or discharge Lessee of any
or all other obligations and liabilities of Lessee contained in this Lease or
otherwise.


Section 14.3           Assumption of Risk.  Lessee,
as a material part of the consideration to Lessor, hereby assumes all risk of
damage to Lessee’s Personal Property, Lessee Improvements and Alterations or
injury to persons, in, upon or about the Premises and/or the Property from any
cause (except for damage or injury caused by the gross negligence or willful
misconduct of Lessor) and Lessee hereby waives all such claims against
Lessor.  Lessor and Lessor’s Employees
shall not be liable for any damage to any of Lessee’s Personal Property by
theft or otherwise.  Lessee shall give
prompt notice to Lessor in case of fire or accidents in the Premises or in the
Building.  Further, with the exception of
Lessor’s gross negligence or willful misconduct, Lessor and Lessor’s Employees
shall have no liability to Lessee or any of Lessee’s Employees for any damage,
loss, cost or expense incurred or suffered by any of them (including, without
limitation, damage to Lessee’s business).


Section 14.4           Allocation of Insured Risks/Subrogation.  Lessor
and Lessee release each other from any claims and demands of whatever nature
for damage, loss or injury to the Premises and/or the Building, or to the other’s
property in, on or about the Premises and the Building, that are caused by or
result from risks or perils insured against under any insurance policies
required by this Lease to be carried by Lessor and/or Lessee and in force at
the time of any such damage, loss or injury. 
Lessor and Lessee shall cause each insurance policy obtained by them or
either of them to provide that the insurance company waives all right of
recovery by way of subrogation against either Lessor or Lessee in connection
with any damage covered by any policy. 
Neither Lessor nor Lessee shall be liable to the other for any damage
caused by fire or any of the risks insured against under any insurance policy
required by this Lease.  If an insurance
policy cannot be obtained with a waiver of subrogation, or is obtainable only
by the payment of an additional premium charge above that charged by insurance
companies issuing policies without waiver of subrogation, the party undertaking
to obtain the insurance shall notify the other party of this fact.  The other party shall have a period of ten
(10) days after receiving the notice either to place the insurance with a
company that is reasonably satisfactory to the other party and that will carry
the insurance with a waiver of subrogation, or to agree to pay the additional
premium if such a policy is obtainable at additional cost.  If the insurance cannot be obtained or the
party in whose favor a waiver of subrogation is desired refuses to pay the
additional premium charged, the other party is relieved of the obligation to
obtain a waiver of subrogation with respect to the particular insurance
involved.


Section
14.5           Lessor’s Insurance:  Lessor
shall insure the Building throughout the Lease Term with a policy of standard
fire and extended coverage insurance to the extent of at least full replacement
value or replacement cost without any deduction for depreciation.  In addition, Lessor shall obtain and keep in
full force a policy of commercial general liability and property damage
insurance coverage applicable to the common areas of the Property.


ARTICLE 15 - DAMAGE OR DESTRUCTION


Section 15.1           Loss
Covered by Insurance.  If, at any
time prior to the expiration or termination of this Lease, the Premises or the
Building or the Property is wholly or partially damaged or destroyed by a
casualty, the loss to Lessor from which is fully covered (except for the normal
deductible) by insurance maintained by Lessor or for Lessor’s benefit, which
casualty renders the Premises totally or partially inaccessible or unusable by
Lessee in the ordinary conduct of Lessee’s business, then (provided that Lessor
shall not be required to use the proceeds of such insurance for the purposes
described in subsections (a) and (b) below):



 14
 








(a)           Repairs
Which Can Be Completed Within One Year. 
Within sixty (60) days of notice to Lessor of such damage or
destruction, Lessor shall provide Lessee with notice of its determination of
whether the damage or destruction can be repaired within one (1) year of such
damage or destruction without the payment of overtime or other premium.  If all repairs to such Premises or Building
or Property can, in Lessor’s judgment, be completed within one (1) year
following the date of notice to Lessor of such damage or destruction without
the payment of overtime or other premium, Lessor shall, at Lessor’s expense,
subject to Section 15.4 below, repair the same to substantially their former
condition and this Lease shall remain in full force and effect and a
proportionate reduction of Base Rental and Operating Expense Adjustment shall
be allowed Lessee for such portion of the Premises as shall be rendered
inaccessible or unusable to Lessee, and which is not used by Lessee, during the
period of time that such portion is unusable or inaccessible and not used by
Lessee; provided, that if the portion of the Premises accessible and usable by
Lessee, does not permit the conduct of Lessee’s ordinary business at the
Premises in substantially the manner and scope conducted prior to such
casualty, Lessee shall receive a complete rental abatement.


(b)           Repairs
Which Cannot Be Completed Within One Year. 
If all such repairs to the Premises or Building or Property cannot, in
Lessor’s judgment, be completed within one (1) year following the date of
notice to Lessor of such damage or destruction without the payment of overtime
or other premium, Lessor shall notify Lessee of such determination and Lessor
may, at Lessor’s sole and absolute option, 
given within sixty (60) days after notice to Lessor of the occurrence of
such damage or destruction. If Lessor does not elect to make the repairs, then
either Lessor or Lessee may, by written notice to the other no later than
ninety (90) days after the occurrence of such damage or destruction. If Lessor
elects to make the repairs, Lessee may then elect to terminate this Lease as of
the date of the occurrence of such damage or destruction upon written notice to
Lessee within five (5) days of Lessee’s receipt of Lessor’s notice that Lessor
elects to make the repairs, or, if Lessee should not elect to terminate the
Lease, then Lessor shall repair such damage or destruction to substantially
their former condition at Lessor’s expense, and in such event, this Lease shall
continue in full force and effect, but the Base Rental shall be proportionately
reduced in the amount and for the duration as hereinabove provided in Section
15.1(a).


Section 15.2           Loss
Not Covered By Insurance.  If, at any
time prior to the expiration or termination of this Lease, the Premises or the
Building or the Property is totally or partially damaged or destroyed from a
casualty, which loss to Lessor is not fully covered (except for any deductible)
by insurance maintained by Lessor or for Lessor’s benefit, and which damage
renders the Premises inaccessible or unusable to Lessee in the ordinary course
of its business, Lessor may, at its option, upon written notice to Lessee
within sixty (60) days after notice to Lessor of the occurrence of such damage
or destruction, and subject to Section 15.4 below, elect to repair or restore
such damage or destruction to substantially their former condition, or Lessor
may elect to terminate this Lease (provided Lessor shall not be required to use
said insurance proceeds, if any, for the purposes described in this Section
15.2).  If Lessor elects to repair or
restore such damage or destruction, this Lease shall continue in full force and
effect but the Base Rental shall be proportionately reduced as provided in
Section 15.1(a).  If Lessor does not
elect by notice to Lessee to repair or restore such damage, this Lease shall
terminate.


Section 15.3           Substantial
Damage; Damage During Final Year. 
Notwithstanding anything to the contrary contained in Section 15.1 or
15.2:


(a)           If
the Building is damaged or destroyed to the extent that, in Lessor’s sole
judgment, the cost to repair and/or restore the Building would exceed
twenty-five percent (25%) of the full replacement cost of the Building, whether
or not the Premises are at all damaged or destroyed, then Lessor shall have the
right to terminate this Lease by written notice thereof to Lessee;


(b)           If
the Premises or the Building or the Property are wholly or partially damaged or
destroyed within the final twelve (12) months of the Term of this Lease, and no
renewal rights have been exercised by Lessee prior to such damage or
destruction, then Lessor shall have the right to terminate this Lease by
written notice thereof to Lessee; or


(c)           If
the Premises or the Building or the Property are wholly or partially damaged or
destroyed within the final twelve (12) months of the Term of this Lease, and no
renewal rights have been exercised by Lessee prior to such damage or
destruction, and if, as a result of such damage or destruction, Lessee is
denied access or use of the Premises for the conduct of its business operations
for a period of ten (10) consecutive business days, then, Lessee may, at its option,
by giving Lessor written notice no later than sixty (60) days after the
occurrence of such damage or destruction, elect to terminate this Lease.


Section 15.4           Exclusive
Remedy.  This Article 15 shall be
Lessee’s sole and exclusive remedy in the event of damage or destruction to the
Premises and/or the Building, and Lessee, as a material inducement to Lessor’s
entering into this Lease, irrevocably waives and releases Lessee’s rights under
California Civil Code Sections 1932(2) and 1933(4) and any other applicable
existing or future law permitting the termination of a lease agreement in the
event of damage to, or destruction of, any part or all of the Premises and/or
Building.  No damages, compensation or
claim shall be payable by Lessor for any inconvenience, any interruption or
cessation of Lessee’s business, or any annoyance, arising from any damage to or
destruction of all or any portion of the Premises or the Building. In no event
shall Lessor have any obligation to repair or restore any of Lessee’s personal
property, trade fixtures or Alterations.



 15
 








ARTICLE 16 - EMINENT DOMAIN


Section 16.1           Permanent Taking - When Lease Can Be Terminated.  If the
whole of the Premises or Building, or so much of the Premises or Building as to
prevent Lessee from conducting its ordinary business at the Premises in
substantially the manner and scope then conducted at the Premises is taken, or
access to the Premises or the Building or parking is materially and adversely
affected by a taking, under the power of eminent domain, this Lease shall
automatically terminate as of the date of final judgment in such condemnation,
or as of the date possession is taken by the condemning authority, whichever is
earlier.  A sale by Lessor under threat
of condemnation shall constitute a “taking” for the purpose of this Article
16.  No award for any partial or entire
taking shall be apportioned and Lessee assigns to Lessor all awards which may
be made in such taking or condemnation, together with all rights of Lessee to
such award, including, without limitation, any award of compensation for the
value of all or any part of the leasehold estate created hereby; provided that
nothing contained in this Article 16 shall be deemed to give Lessor any
interest in or to require Lessee to assign to Lessor any award made to Lessee
for (a) the taking of Lessee’s Personal Property, or (b) interruption of or
damage to Lessee’s business, or (c) Lessee’s unamortized cost of the Lessee
Improvements to the extent paid for by Lessee; provided further that Lessee’s
award shall in no event diminish the award to Lessor.


Section 16.2           Permanent Taking - When Lease Cannot Be Terminated.  In the
event of a partial taking which does not result in a termination of this Lease
under Section 16.1, Base Rental and Lessee’s share of Building Operating
Expenses shall be proportionately reduced based on the portion of the Premises
rendered unusable, and Lessor shall restore the Premises or the Building.


Section 16.3           Temporary Taking.  No temporary taking of the
Premises or any part of the Premises and/or of Lessee’s rights to the Premises
or under this Lease shall terminate this Lease or give Lessee any right to any
abatement of any payments owed to Lessor pursuant to this Lease, any award made
to Lessee by reason of such temporary taking shall belong entirely to Lessee;
provided, however, in no event shall an award to Lessee reduce any award to
Lessor.  A temporary taking lasting more
than forty-five (45) days shall be deemed to constitute a permanent taking.


Section 16.4           Exclusive Remedy.  This Article 16 shall be Lessee’s
sole and exclusive remedy in the event of a taking or condemnation.  Lessee hereby waives the benefit of
California Code of Civil Procedure Section 1265.130.


Section 16.5           Release Upon Termination.  Upon
termination of this Lease pursuant to this Article 16, Lessee and Lessor hereby
agree to release each other from any and all obligations and liabilities with
respect to this Lease except such obligations and liabilities which arose or
accrued prior to such termination.


ARTICLE 17 - DEFAULTS


Section 17.1           Default by Lessee.  Each of
the following shall be an “Event of Default” (sometimes referred to herein as a
“default”) by Lessee and a material breach of this Lease:


(a)           Lessee shall fail to make any payment owed by Lessee under this Lease,
as and when due, and the Lessor shall have delivered a Notice to Pay or
Quit.  Any such notice shall be in lieu
of, and not in addition to, any notice required under Section 1161 of the California
Code of Civil Procedure;


(b)           Lessee shall fail to observe, keep or perform any of the terms,
covenants, agreements or conditions under this Lease that Lessee is obligated
to observe or perform, other than that described in subsection (a) above, for a
period of thirty (30) days after notice to Lessee of said failure; provided,
however, that if the nature of Lessee’s default is such that more than thirty (30)
days are reasonably required for its cure, then Lessee shall not be deemed to
be in default under this Lease if Lessee shall commence the cure of such
default so specified within said thirty (30) day period and diligently
prosecute the same to completion within sixty (60) days after the original
notice to Lessee of said failure.  Such
notice shall be in lieu of, and not in addition to, any notice required under
Section 1161 of the California Code of Civil Procedure.


(c)           Lessee shall (i) make any general arrangement or assignment for the
benefit of creditors; (ii) become a “debtor” as defined in 11 U.S.C. Section
101 or any successor statute thereto (unless, in case of a petition filed
against Lessee, the same is dismissed within 60 days); (iii) the appointment of
a trustee or receiver to take possession of substantially all of Lessee’s
assets located at the Premises or of Lessee’s interest in this Lease, where
possession is not restored to Lessee within 30 days; or (iv) the attachment,
execution or other judicial seizure of substantially all of Lessee’s assets
located at the Premises or of Lessee’s interest in this Lease, where such
seizure is not discharged within 30 days. 
Provided, however, in the event that any provision of this subparagraph
is contrary to any applicable law, such provision shall be of no force or
effect; or


(d)           The vacating or abandonment of the Premises by Lessee.


Section 17.2           Default by Lessor.  Lessor
shall not be in default in the performance of any obligation required to be
performed under this Lease unless Lessor has failed to perform such obligation
within thirty (30) days after the receipt of notice from Lessee specifying in
detail Lessor’s failure to perform; provided, however, that if the nature of
Lessor’s obligation is such that more than thirty (30) days are required for
its performance, then Lessor shall



 16
 








not be deemed in default if it shall commence such performance
within thirty (30) days and thereafter diligently pursue the same to completion
within sixty (60) days after the original Notice to Lessor of such failure.  Lessee shall have no rights as a result of
any default by Lessor until Lessee also gives thirty (30) days’ notice to any
person who has a recorded interest pertaining to the Building or the Property
and who has previously requested such notice in a document delivered to and
acknowledged by Lessee and to whom Lessee has agreed to provide a cure right,
specifying the nature of the default. 
Such person shall then have the right to cure such default, and Lessor
shall not be deemed in default if such person cures such default within thirty
(30) days after receipt of notice of the default, or within such longer period
of time as may reasonably be necessary to cure the default not exceeding an
additional thirty (30) days.  If Lessor
or such person does not cure the default, Lessee may exercise such rights or
remedies as shall be provided or permitted by law to recover any damages
proximately caused by such default. 
Lessee agrees that, in the event that it becomes entitled to receive
damages from Lessor, Lessee shall not be allowed to recover from Lessor
consequential damages or damages in excess of the out-of-pocket expenditures
incurred by Lessee as a result of a default by Lessor.  In any event, it is expressly understood and
agreed that notwithstanding anything in this Lease to the contrary, and
notwithstanding any applicable law to the contrary, the liability of Lessor
hereunder (including any successor lessor) and any recourse by Lessee against
Lessor shall be limited solely and exclusively to the interest of Lessor in and
to the Property and Building, and neither Lessor, nor any of its constituent partners,
shall have any personal liability therefor, and Lessee hereby expressly waives
and releases such personal liability on behalf of itself and all persons
claiming by, through or under Lessee.


ARTICLE 18 - LESSOR’S REMEDIES AND RIGHTS


Section 18.1           Termination of Lease.  In case
of an Event of Default by Lessee, Lessor shall have the right, in addition to
all other rights available to Lessor under this Lease or now or later permitted
by law or equity, to terminate this Lease by providing Lessee with a notice of
termination.  Upon termination, Lessor
may recover any damages proximately caused by Lessee’s failure to perform under
this Lease, or which are likely in the ordinary course of business to be
incurred, including any amount expended or to be expended by Lessor in an
effort to mitigate damages, as well as any other damages to which Lessor is
entitled to recover under any statute now or later in effect. Lessor’s damages
include the worth, at the time of any award, of the amount by which the unpaid
Rent for the balance of the Term after the time of the award exceeds the amount
of the Rent loss that the Lessee proves could be reasonably avoided.  The worth at the time of award shall be
determined by discounting to present value such amount at one percent (1%) more
than the discount rate of the Federal Reserve Bank in San Francisco in effect
at the time of the award.  Other damages
to which Lessor is entitled shall bear interest at the Interest Rate.


Section 18.2           Continuation of Lease.  In
accordance with California Civil Code Section 1951.4 (or any successor
statute), Lessee acknowledges that in the event Lessee has breached this Lease
and abandoned the Premises, this Lease shall continue in effect for so long as
Lessor does not terminate Lessee’s right to possession, and Lessor may enforce
all its rights and remedies under this Lease, including the right to recover
the Rent as it becomes due under this Lease. 
Acts of maintenance or preservation or efforts to re-let the Premises or
the appointment of a receiver upon initiative of Lessor to protect Lessor’s
interest under this Lease shall not constitute a termination of Lessee’s right
to possession.


Section 18.3           Right of Entry.  In case of an Event of Default
by Lessee, Lessor shall also have the right, with or without terminating this
Lease, to enter the Premises and remove all persons and personal property from
the Premises, such property being removed and stored in a public warehouse or
elsewhere at Lessee’s sole cost and expense for at least thirty (30) days, and
after such thirty (30) day period, Lessor shall have the right to discard or
otherwise dispose of such property without liability therefor to Lessee or any
other person.  No removal by Lessor of
any persons or property in the Premises shall constitute an election to
terminate this Lease.  Such an election
to terminate may only be made by Lessor in writing, or decreed by a court of
competent jurisdiction.  Lessor’s right
of entry shall include the right to remodel the Premises and re-let the Premises.  All costs incurred in such entry and
re-letting shall be paid by Lessee. 
Rents collected by Lessor from any other tenant which occupies the
Premises shall be offset against the amounts owed to Lessor by Lessee.  Lessee shall be responsible for any amounts
not recovered by Lessor from any other tenant which occupies the Premises.  Any payments made by Lessee shall be credited
to the amounts owed by Lessee in the sole order and discretion of Lessor,
irrespective of any designation or request by Lessee.  No entry by Lessor shall prevent Lessor from
later terminating this Lease by written notice. 
Notwithstanding anything to the contrary set forth in this Lease, Lessor
shall not have the right to take possession of any of Lessee’s business records
or the records of personal property located on the Premises of any customer of
Lessee or any third party.  Furthermore,
any rights and remedies granted to Lessee under this Lease or at law are
subject to the power of the Office of the Comptroller of the Currency, Federal
Deposit Insurance Corporation and any other bank regulatory agencies to enter
upon and assume control of the Premises and of any personal property located
thereon.


Section 18.4           Remedies.  Lessee hereby waives, for
itself and all persons claiming by and under Lessee, all rights and privileges
which it might have under any present or future law to redeem the Premises or
to continue this Lease after being dispossessed or ejected from the
Premises.  The rights and remedies of
Lessor set forth in this Lease are not exclusive, and Lessor may exercise any
other right or remedy available to it under this Lease, at law or in equity.


Section 18.5           Lessor’s Right to Assign.  Lessor
shall have the right to sell, encumber, convey, transfer and/or assign any and
all of its rights and obligations under this Lease.



 17
 








ARTICLE 19 - ATTORNEYS’ FEES


Section 19.1           Attorneys’ Fees.  If either Lessor or Lessee commences or
engages in, or threatens to commence or engage in, any action, litigation,
arbitration or proceeding against the other party arising out of or in
connection with this Lease, the Premises, the Building or the Property,
including, but not limited to, any action or proceeding (a) for recovery of any
payment owed by either party under this Lease, or (b) to recover possession of
the Premises, or (c) for damages for breach of this Lease, or (d) relating to
the enforcement or interpretation of either party’s rights or obligations under
this Lease (whether in contract, tort, or both), or (e) relating to any
proceeding where either party is requesting a determination of rights and
responsibilities under the Lease, the prevailing party shall be entitled to
have and recover from the losing party reasonable attorneys’ fees and other
costs and expenses incurred in connection with the action, litigation,
arbitration or proceeding, including any attorney’s fees, costs and expenses
incurred in preparation of said action, litigation, arbitration or proceeding,
and also incurred on collection and appeal. 
If Lessor becomes involved in any action, litigation, arbitration or
dispute, threatened or actual, by or against anyone not a party to this Lease,
but arising by reason of, or related to, any act or omission of Lessee or
Lessee’s Employees, Lessee agrees to pay Lessor’s reasonable attorneys’ fees
and other costs incurred in connection with the action, litigation, arbitration
or dispute, regardless of whether an action, lawsuit or arbitration proceeding
is actually filed.  If Lessee becomes
involved in any action, litigation, arbitration or dispute, threatened or
actual, by or against anyone not a party to this Lease, but arising by reason
of or related to any act or omission of Lessor or Lessor’s Employees, Lessor
agrees to pay Lessee’s reasonable attorneys’ fees and other costs incurred in
connection with the action, litigation, arbitration or dispute, regardless of
whether an action, lawsuit or arbitration proceeding is actually filed.


ARTICLE 20 - SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT


Section 20.1           Obligations of Lessee.  This
Lease and the rights granted to Lessee by this Lease are and shall be subject
and subordinate at all times to (a) all ground or underlying leases affecting
all or any part of the Property now or later existing and all amendments,
renewals, modifications, supplements and extensions of this Lease, and (b) all
deeds of trust or mortgages now or later affecting or encumbering all or any
part of the Property and/or any ground or underlying leasehold estate;
provided, however, that if Lessor elects at any time to have Lessee’s interest
in this Lease be or become superior, senior or prior to any such instrument,
then upon receipt by Lessee of written notice of such election, this Lease
shall be superior, senior and/or prior to such instrument.  Lessee shall immediately execute all
instruments and other documents required or desired by any lender or Lessor
confirming the subordination and/or superiority, as applicable, of this Lease
to such mortgage, deed of trust, ground or underlying lease.


Section 20.2           Lessor’s Right to Assign.  Lessor’s
interest in this Lease may be assigned to any mortgagee or trust deed
beneficiary as additional security. 
Nothing in this Lease shall empower Lessee to do any act without Lessor’s
prior written consent which can, shall or may encumber the title of the owner
of all or any part of the Property.


Section 20.3           Attornment by Lessee.  In the
event of the cancellation or termination of any or all ground or underlying
leases affecting all or any part of the Building in accordance with its terms
or by the surrender thereof, whether voluntary, involuntary or by operation of
law, or by summary proceedings, or in the event of any foreclosure of any or
all mortgages or deeds of trust encumbering all or any part of the Building by
trustee’s sale, voluntary agreement, deed in lieu of foreclosure, or by the
commencement of any judicial action seeking foreclosure, Lessee, at the request
of the then landlord under this Lease, shall attorn to and recognize (a) the
ground or underlying lessor, under the ground or underlying lease being
terminated or canceled, and (b) the beneficiary or purchaser at the foreclosure
sale, as Lessee’s landlord under this Lease, and Lessee agrees to execute and
deliver at any time upon request of such ground or underlying lessor,
beneficiary, purchaser or their successors, any and all instruments to further
evidence such attornment.  Lessee hereby
waives its right, if any, to elect to terminate this Lease or to surrender
possession of the Premises in the event of any such cancellation or termination
of such ground or underlying lease or foreclosure of any mortgage or deed of
trust.


Section 20.4           Non-Disturbance.  Notwithstanding any of the
provisions of this Article 20 to the contrary, Lessee shall be allowed to
occupy the Premises subject to the conditions of this Lease, and this Lease
shall remain in effect until an Event of Default occurs or until Lessee’s
rights hereunder are terminated because of an Eminent Domain proceeding
pursuant to Article 16 or because of the occurrence of damage and destruction
pursuant to Article 15.  Lessor agrees
that it will endeavor to obtain and deliver to Lessee a non-disturbance in
favor of Lessee from the present mortgage holder of the Building.  Said non-disturbance agreement shall be in
recordable form and may be recorded by Lessee at Lessee’s election and expense.


Section 20.5           Delivery of Instruments.  If Lessee
fails to execute and deliver, within ten (10) days following request thereof by
Lessor, any documents or instruments required by this Article 20, such failure
may, at Lessor’s election, constitute a default under this Lease, which
default, at Lessor’s option, shall not be curable.


ARTICLE 21 - RULES AND REGULATIONS


Section 21.1           Rules and Regulations.  Effective
as of the Effective Date, Lessee shall faithfully observe and comply with the
rules and regulations pertaining to the Property (“Rules”), a copy of which is
attached to this Lease as Exhibit “E,” and all reasonable modifications and
additions to the Rules from time to time put into effect by Lessor; provided,
however, that no modifications or additions to the Rules shall materially
interfere with Lessee’s permitted use



 18
 








of the Premises as set forth in Section 6.1.  Lessor shall not be responsible to Lessee for
the nonperformance of any of the Rules by any other occupant or tenant of the
Property.


Section 21.2           Certain Construction Requirements.  Prior to
undertaking any physical work in or around the Premises, Lessee shall notify
Lessor, in writing, of the exact nature and location of the proposed work and
shall promptly supply such additional information regarding the proposed work
as Lessor shall request.  After receipt
of Lessee’s notice, Lessor may, to the extent appropriate, supply Lessee with
the Building regulations and procedures for working in areas where there is a
risk of coming into contact with materials or building systems which if not
properly handled could cause health or safety risks, could damage such systems
and/or the Building, or which could adversely impact any warranty relating
thereto.  Lessee shall, at Lessee’s sole
cost and expense, strictly comply with all such Building regulations and
procedures established by Lessor and with all applicable Federal, state and
local governmental statutes, ordinances, codes, rules, regulations, controls
and guidelines (collectively, “Laws”). 
Lessor shall have the right at all times to monitor the work for
compliance with the Building regulations and procedures, the Rules and all
Laws.  If Lessor determines that any applicable
Laws or any Rules and/or any Building regulations or procedures are not being
strictly complied with, Lessor may immediately require the cessation of all
work being performed in or around the Premises until such time as Lessor is
satisfied that the applicable Rules, Laws, regulations and procedures will be
observed.  Lessor’s monitoring of any
work in or around the Premises shall not be deemed a certification by Lessor of
compliance with any applicable Laws, Rules, Building regulations or procedures
or a waiver by Lessor of its right to require strict compliance with such Laws,
Rules, regulations or procedures, nor shall such monitoring relieve Lessee from
any liabilities relating to such work.


ARTICLE 22 - HOLDING OVER


Section 22.1           Surrender of Possession.  Lessee
shall surrender possession of the Premises immediately upon the expiration of
the Term or termination of this Lease. 
If Lessee shall continue to occupy or possess the Premises after such
expiration or termination without the consent of Lessor, then unless Lessor and
Lessee have otherwise agreed in writing, Lessee shall be a tenant from
month-to-month.  All the terms,
provisions and conditions of this Lease shall apply to this month-to-month
tenancy except those terms, provisions and conditions pertaining to the Term,
and except that the Base Rental shall be immediately adjusted upward upon the
expiration or termination of this Lease to equal the greater of (a) one hundred
fifty percent (150%) of the then prevailing monthly rental rate for similar
commercial space, as determined by Lessor, or (b) one hundred fifty percent (150%)
of the Base Rental for the Premises in effect under this Lease during the month
which includes the day immediately prior to the date of the expiration or
termination of this Lease.  This
month-to-month tenancy may be terminated by Lessor or Lessee upon thirty (30)
days’ prior notice to the other party. 
In the event that Lessee fails to surrender the Premises upon such
termination or expiration, then Lessee shall indemnify, defend and hold Lessor
harmless against all loss or liability resulting from or arising out of Lessee’s
failure to surrender the Premises, including, but not limited to, any amounts
required to be paid to any tenant or prospective tenant who was to have
occupied the Premises after said termination or expiration and any related
attorneys’ fees and brokerage commissions.


Section 22.2           Payment of Money After Termination.  No
payment of money by Lessee to Lessor after the termination of this Lease by
Lessor, or after the giving of any notice of termination to Lessee by Lessor
which Lessor is entitled to give Lessee under this Lease, shall reinstate,
continue or extend the Term of this Lease or shall affect any such notice given
to Lessee prior to the payment of such money, it being agreed that after the
service of such notice or the commencement of any suit by Lessor to obtain
possession of the Premises, Lessor may receive and collect, when due, any and
all payments owed by Lessee under this Lease, and otherwise exercise any and
all of its rights and remedies.  The
making of any such payments by Lessee or acceptance of same by Lessor shall not
waive such notice of termination, or in any manner affect any pending suit or judgment
obtained.


ARTICLE 23 - INSPECTIONS AND ACCESS


Section 23.1           Inspections and Access.  Lessor
may enter the Premises at all reasonable hours by means of a master key or
otherwise for any reasonable purpose.  If
Lessee shall not be personally present to open and permit an entry into the Premises
at any time when such entry by Lessor is necessary or permitted under this
Lease, Lessor may enter by means of a master key without liability to Lessee
except for any failure to exercise due care for Lessee’s Personal Property, and
without affecting this Lease.


ARTICLE 24 - NAME OF BUILDING AND CONTINENTAL PARK


Section 24.1           Name of Building.  Lessee
shall not use any name, insignia or logotype of the Building or Continental
Park for any purpose other than for designating Lessee’s address.  Lessee shall not use any picture of the
Building, the Property or Continental Park in its advertising, stationery or
any other manner unless approved by Lessor. 
Lessor expressly reserves the right in Lessor’s sole and absolute
discretion, at any time to change the name, insignia, logotype or street
address of the Building or the Property without in any manner being liable to
Lessee.


ARTICLE 25 - SURRENDER OF LEASE


Section 25.1           Surrender of Lease.  The
voluntary or other surrender of this Lease by Lessee, shall not work a merger,
and shall, at the option of Lessor, terminate all or any existing subleases or
subtenancies, or may, at the option of Lessor, operate as an assignment to it
of Lessee’s interest in any or all such subleases or subtenancies.



 19
 








ARTICLE 26 - WAIVER


Section 26.1           Waiver.  No
obligation, term, covenant, or agreement in this Lease shall be deemed waived
unless such waiver is in writing and signed by the party so waiving the same.
The waiver by Lessor or Lessee of any term, covenant, agreement or condition
contained in this Lease shall not be deemed to be a waiver of any subsequent
breach of the same or of any other term, covenant, agreement, condition or
provision of this Lease, nor shall any failure to enforce compliance with any
or all of the terms, covenants, agreements, conditions or provisions of this
Lease (except as expressly provided in this Lease), or any custom or practice
which may develop between the parties in the administration of this Lease, be
construed to waive or lessen the right of Lessor or Lessee to insist upon the
performance by the other in strict accordance with all of the terms, covenants,
agreements, conditions and provisions of this Lease.  The subsequent acceptance by Lessor of any
payment owed by Lessee to Lessor under this Lease, or the payment of Rent by
Lessee, shall not be deemed to be a waiver of any preceding breach by Lessee of
any term, covenant, agreement, condition or provision of this Lease, other than
the failure of Lessee to make the specific payment so accepted by Lessor,
regardless of Lessor’s or Lessee’s knowledge of such preceding breach at the
time of the making or acceptance of such payment. No payment by Lessee, nor
receipt by Lessor, of a lesser amount than the Rent or Additional rent required
to be paid under this Lease will be deemed to be anything other than a payment
on account of the earliest Rent or Additional Rent due hereunder.  No endorsement or statement on any check, or
any letter accompanying any check or payment as Rent, will be deemed an accord and
satisfaction. The delivery of Lessee’s keys to any employee or agent of Lessor
will not constitute a termination of this Agreement unless Lessor has entered
into a written agreement to that effect.


ARTICLE 27 - SALE BY LESSOR


Section 27.1           Sale by Lessor.  In the
event Lessor shall sell, assign, convey or transfer all or a part of its
interest in the Building or any part of the Property, Lessee agrees to attorn
to such transferee, assignee or new owner, and upon consummation of such sale,
conveyance or transfer, Lessor shall automatically be freed and relieved from
all liability and obligations accruing or to be performed from and after the
date of such sale, transfer or conveyance. 
Lessor shall have the right to subdivide the Property into separate legal
lots or parcels and, without materially and adversely affecting the obligations
of Lessee, the right to reallocate and adjust the rights, duties and
obligations of Lessor and Lessee hereunder so that, as between Lessor and
Lessee, those rights, duties and obligations relate only to the lots or parcels
on which the Building is located and on which sufficient parking facilities are
located to comply with Lessor’s obligations under this Lease.  To the extent that those rights, duties and
obligations cannot be equitably allocated to only one lot or parcel, Lessor may
elect to record a reciprocal easement agreement appurtenant to the
Building.  If Lessor records such an
agreement, Lessee shall subordinate this Lease to that agreement.


ARTICLE 28 - NO LIGHT AND AIR EASEMENT


Section 28.1           No Light and Air Easement.  Any
diminution or shutting off of light or air by any structure which may be
erected on the land or upon lands adjacent to or in the vicinity of the
Property shall not affect this Lease, abate any payment owed by Lessee under
this Lease or otherwise impose any liability on Lessor.


ARTICLE 29 - FORCE MAJEURE


Section 29.1           Force Majeure.  Lessor
shall not be chargeable with, liable for, or responsible to Lessee for anything
or in any amount for any failure to perform or delay caused by:  fire; earthquake; explosion; flood;
hurricane; the elements; Acts of God or the public enemy; actions,
restrictions, limitations or interference of governmental authorities or
agents; war; invasion; insurrection; rebellion; riots; strikes or lockouts;
inability to obtain necessary materials, goods, equipment, services, utilities
or labor; or any other cause whether similar or dissimilar to the foregoing
which is beyond the reasonable control of Lessor; and any such failure or delay
due to said causes or any of them shall not be deemed a breach of or default in
the performance of this Lease by Lessor.


ARTICLE 30 - ESTOPPEL CERTIFICATES


Section 30.1           Estoppel Certificates.  Lessee
shall, at any time and from time to time upon request of Lessor, within ten
(10) days following notice of such request from Lessor, execute, acknowledge
and deliver to Lessor in recordable form, a certificate (“Estoppel Certificate”)
in writing in a form as Lessor or any of its lenders, prospective purchasers,
lienholders or assignees may reasonably deem appropriate and which does not
waive any rights of Lessee hereunder. 
Lessee’s failure to deliver the Estoppel Certificate within this ten
(10) day period may, at Lessor’s election, constitute a default hereunder
which, at Lessor’s option, shall not be curable.


ARTICLE 31 - RIGHT TO PERFORMANCE


Section 31.1           Right to Performance.  All
covenants, conditions and agreements to be performed by Lessee under this Lease
shall be performed by Lessee at Lessee’s sole cost and expense.  If Lessee shall fail to perform any such
covenant, condition or agreement on its part to be performed under this Lease,
and such failure shall continue for three (3) days beyond any applicable grace
period for performance after notice thereof to Lessee (provided that no notice
shall be required in cases of emergency), Lessor may, but shall not be  obligated to do so, without waiving or
releasing Lessee from any obligations of Lessee under this Lease, perform any
such act on Lessee’s part to be made or



 20
 








performed as provided in this Lease.  Any performance by Lessor of Lessee’s
obligations shall not waive or cure any Default of Lessee for such
failure.  All costs incurred by Lessor
with respect to any such performance by Lessor (including reasonable attorneys’
fees) shall be immediately paid by Lessee to Lessor.


ARTICLE 32 - PARKING FACILITIES


Section 32.1           Parking Facilities.  So long
as Lessee complies with the terms, provisions and conditions of this Lease,
Lessor shall maintain and operate, or cause to be maintained and operated,
automobile parking facilities (“Parking Facilities”) in, adjacent to, or within
a reasonable distance from the Building. 
Lessee’s privileges during the term hereof with respect to the Parking
Facilities shall be in accordance with the provisions of the attached Exhibit “F.”


ARTICLE 33 -
SECURITY SYSTEMS


Section 33.1             Lessee’s
Right to Install Security System.  If Lessee wishes to establish or install any
automated and/or non-automated security system in, on or about the Premises,
Lessee shall first notify Lessor of Lessee’s plan for any such system, and
Lessor shall have the right to review and approve or disapprove said plan in
Lessor’s discretion.  If Lessor approves
any such plan and Lessee establishes or installs any automated and/or
non-automated security system in, on or about the Premises (which shall then be
considered a Lessee Improvement under this Lease) and should such system
adversely affect the Premises or the Property or the desirability of the Premises
or Building as office space, or as an office building, or have an adverse
effect on other tenants, Lessor shall subsequently have the right to review
Lessee’s security system from time to time and request Lessee to make changes
in personnel and/or equipment.  Lessee
shall make said requested changes immediately upon Lessor’s request.   Lessee shall have sole responsibility for
the protection of itself, Lessee’s Employees and all property of Lessee and
Lessee’s Employees located in, on or about the Premises or the Building or the
Property, and the provisions of Section 14.3 shall, nevertheless, continue in
full force and effect.


ARTICLE 34 - NOTICES


Section
34.1           Notices.  All notices, requests, consents, approvals,
payments in connection with this Lease, or communications that either party
desires or is required or permitted to give or make to the other party under
this Lease, shall only be deemed to have been given, made and delivered, when
(a) made or given in writing and personally served; or (b) deposited in the
United States mail, certified or registered mail, return receipt requested,
postage prepaid to the respective addresses of Lessee or Lessor as set forth
below; or (c) delivered by overnight delivery Federal Express/Airborne/United
Parcel Service/DHL Worldwide Express/California Overnight with charges prepaid,
notice to be effective on delivery if confirmed by the delivery service.  Lessor or Lessee may from time to time
designate other addresses for notice purposes by written notice to the other in
accordance herewith.




	
  Lessee’s Address for Notices
  (before occupancy):

  	
   

  	
  Manhattan Bancorp.

  
	
   

  	
   

  	
  2221 Rosecrans
  Ave, Suite 131

  
	
   

  	
   

  	
  El Segundo,
  California 90245

  
	
   

  	
   

  	
   

  
	
  Lessee’s Address
  for Notices (after occupancy):

  	
   

  	
  Manhattan Bancorp.

  
	
   

  	
   

  	
  2141 Rosecrans
  Avenue, Suite 1160

  
	
   

  	
   

  	
  El Segundo,
  California 90245

  
	
   

  	
   

  	
   

  
	
  Lessee’s Address
  for Billing Purposes:

  	
   

  	
  Manhattan Bancorp.

  
	
   

  	
   

  	
  2141 Rosecrans
  Avenue, Suite 1160

  
	
   

  	
   

  	
  El Segundo,
  California 90245

  
	
   

  	
   

  	
   

  
	
  Lessor’s Address
  for Notices:

  	
   

  	
  The Plaza CP LLC

  
	
   

  	
   

  	
  2041 Rosecrans
  Avenue, Suite 200

  
	
   

  	
   

  	
  El Segundo,
  California 90245

  
	
   

  	
   

  	
  Attention:
  Richard C. Lundquist

  
	
   

  	
   

  	
   

  
	
  Copy to:

  	
   

  	
  The Plaza CP LLC

  
	
   

  	
   

  	
  2041 Rosecrans
  Avenue, Suite 200

  
	
   

  	
   

  	
  El Segundo,
  California 90245

  
	
   

  	
   

  	
  Attention:
  Leonard E. Blakesley, Jr.

  
	
   

  	
   

  	
   

  
	
  Lessor’s Address
  For Payment of Rent:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (a) If the payment is made by first class mail:

  	
   

  	
  The Plaza CP LLC

  
	
   

  	
   

  	
  P.O. Box 80009

  
	
   

  	
   

  	
  City of
  Industry, CA 91716-8009

  
	
   

  	
   

  	
   

  
	
  (b) If the payment is made by overnight delivery:

  	
   

  	
  The Plaza CP LLC

  
	
   

  	
   

  	
  Attention:
  Lockbox #80009

  
	
   

  	
   

  	
  19935 E. Walnut
  Drive

  
	
   

  	
   

  	
  North Walnut, CA
  91795

  






 



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ARTICLE 35 - MISCELLANEOUS


Section 35.1           Authorization to Sign Lease.  If Lessee
is a corporation, each individual executing this Lease on behalf of Lessee
represents and warrants that he/she is duly authorized to execute and deliver
this Lease on behalf of Lessee in accordance with a duly adopted resolution of
Lessee’s Board of Directors, and Lessee warrants and represents that this Lease
is binding upon Lessee in accordance with its terms.  If Lessee is a corporation, Lessee shall,
concurrently with its execution of this Lease, deliver to Lessor upon its
request a certified copy of a resolution of its Board of Directors authorizing
the execution of this Lease.  If Lessee
is a partnership or trust, each individual executing this Lease on behalf of
Lessee represents and warrants that he/she is duly authorized to execute and
deliver this Lease on behalf of Lessee in accordance with the terms of such
entity’s partnership agreement or trust agreement, respectively, and Lessee
warrants and represents that this Lease is binding upon Lessee in accordance
with its terms.  If Lessee is a
partnership or trust, Lessee shall, concurrently with its execution of this
Lease, deliver to Lessor upon its request such certificates or written
assurances from the partnership or trust as Lessor may request authorizing the
execution of this Lease.


Section 35.2           Entire Agreement.  This Lease contains the entire
agreement between the parties respecting the Premises and all other matters
covered or mentioned in this Lease.  This
Lease may not be altered, changed or amended except by an instrument in writing
specifically designated as an amendment to this Lease and signed by both
parties hereto. Lessee acknowledges and agrees that no prior information
provided or statements made by Lessor or Lessor’s agents (“Prior Information”)
have in any way induced Lessee to enter into this Lease, and that Lessee has
satisfied itself of all its concerns prior to entering into this Lease by
conducting an independent investigation of the validity of such Prior
Information.


Section 35.3           Severability.  The illegality, invalidity or
unenforceability of any term, condition or provision of this Lease shall in no
way impair or invalidate any other term, provision or condition of this Lease,
and all such other terms, provisions and conditions shall remain in full force
and effect.


Section 35.4           Covenants and Conditions.  All
provisions, whether covenants or conditions, on the part of Lessee shall be
deemed to be both covenants and conditions.


Section 35.5           Gender, Definitions and Headings.  The words
“Lessor” and “Lessee” as used herein shall include the plural as well as the
singular and, when appropriate, shall refer to action taken by or on behalf of
Lessor or Lessee by their respective employees, agents or authorized
representatives.  Words in masculine or
neuter gender include the masculine, feminine and neuter.  If there is more than one person constituting
Lessee, the obligations hereunder imposed upon such persons constituting Lessee
shall be joint and several.  The
paragraph headings of this Lease are not a part of this Lease and shall have no
effect upon the construction or interpretation of any part hereof.  Subject to the provisions of Articles 12 and
27, and except as otherwise provided to the contrary in this Lease, the terms,
conditions and agreements of this Lease shall apply to and bind the heirs,
successors, legal representatives and permitted assigns of the parties hereto.  Any reference to the word persons shall be
deemed to include a corporation, a government entity, an individual, a general
partnership, a limited partnership, a joint venture, a trust and/or an
association.  This Lease shall be
governed by and construed pursuant to the laws of the State of California.


Section 35.6           Exhibits and Riders.  The
Exhibits and Riders are attached to this Lease, and are hereby incorporated by
this reference and made a part of this Lease. 
In the event a discrepancy, ambiguity or variance should exist between
terms and conditions in the Lease Agreement and in the exhibits and/or riders
thereto, then the terms and conditions of the Lease Agreement shall prevail and
control.


Section 35.7           Modification for Lender.  Upon
Lessor’s request, Lessee agrees to modify this Lease to meet the requirements
of any or all lenders or ground lessors selected by Lessor who request such
modification as a condition precedent to providing any loan or financing or to
entering into any ground lease affecting or encumbering the Property or any
part thereof, provided that such modification does not (a) increase Base Rental
or other costs, (b) alter the Term, or (c) materially adversely affect Lessee’s
rights under this Lease or materially increase Lessee’s obligations.


Section 35.8           Transportation System Management Program.  Lessee
hereby covenants and agrees, at its sole cost and expense, to participate in
and cooperate with the requirements of any and all government promulgated or
sponsored transportation system management programs adopted for the Building
and Property.


Section 35.9           Quiet Enjoyment.  Lessor covenants and agrees
that Lessee, upon making all of Lessee’s payments as and when due under this
Lease, and upon performing, observing and keeping the covenants, agreements and
conditions of this Lease on its part to be kept, shall peaceably and quietly
hold, occupy and enjoy the Premises during the Term of this Lease without
hindrance or molestation from Lessor subject to the terms and provisions of this
Lease.  Lessee covenants and agrees to
comply with all rules and regulations of the Lease and with all Laws to enable
other occupants of the Building to occupy and enjoy their premises without
hindrance, molestation, intrusion and interference from Lessee.



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Section 35.10         No Recordations.  Lessor and Lessee agree that in
no event and under no circumstances shall this Lease be recorded by Lessee.


Section 35.11         Time is of the Essence.  Subject
to the provisions of Article 29 of this Lease, time shall be of the essence of
this Lease and of each of the provisions hereof.


Section 35.12         Cumulative Remedies.  No remedy
or election provided, allowed or given by any provision of this Lease shall be
deemed exclusive unless so indicated, but shall, whenever possible, be
cumulative with all other remedies in law or equity.


Section 35.13         Bankruptcy.  In the event the estate created
hereby shall be taken in execution or by other process of law, or if Lessee
shall be adjudicated insolvent or bankrupt pursuant to the provisions of any
state or federal insolvency or bankruptcy law, or if a receiver or trustee of
the property of Lessee shall be appointed by reason of Lessee’s insolvency or
inability to pay its debts, or if any assignment shall be made of Lessee’s
property for the benefit of creditors, then and in any of such events, Lessor
may terminate this Lease by written notice to Lessee; provided, however, if the
order of the court creating any of such disabilities shall not be final by
reason of pendency of such proceeding, or appeal from such order, then Lessor
shall not have the right to terminate this Lease so long as Lessee performs its
obligations hereunder.


Section 35.14         Confidentiality.  This Lease document and the
terms of this Lease, and the covenants, obligations and conditions contained in
this Lease shall remain strictly confidential. 
Lessee agrees to keep such terms, covenants, obligations and conditions
strictly confidential and to not disclose such matters to any other landlord,
tenant, prospective tenant or broker. 
Provided, however, Lessee may provide a copy of this Lease to a
non-party solely in conjunction with Lessee’s reasonable and good faith effort
to secure an assignee or sublessee for the Premises, and may disclose the terms
of the Lease or file the Lease in connection with any securities or other
regulatory filings.


Section 35.15         Lessee’s Responsibility Regarding Hazardous Substances.


(a)           Prohibition.  Lessee shall not cause or permit the
manufacture, generation, storage, use, transportation, treatment, incineration,
disposal, discharge or release of any Hazardous Substance in, on, under, from
or about the Premises or the Property. 
Notwithstanding the preceding sentence, Lessee may store and use
supplies (in amounts not exceeding quantities normally used for Lessee’s
approved use of Premises) containing Hazardous Substances so long as such
supplies (a) are of a type and chemical composition commonly associated with
Lessee’s approved use of Premises, (b) are stored and used only in such
quantities as are reasonably incidental to such use and in compliance with any
manufacturer’s directions or warnings and all applicable Laws, and (c) are
disposed of by Lessee in compliance with applicable Laws.  Lessee shall store and use all such supplies
in a manner which reduces to the greatest extent reasonably practical the
threat of any release of any Hazardous Substance and shall promptly and with
reasonable care clean up any such release to the satisfaction of Lessor and any
governmental authority having jurisdiction thereof.  In no event shall Lessee use or store any
asbestos-containing materials or PCBs on or about the Property or the
Premises.


(b)           Required
Warnings.  Lessee shall give
all warnings required by the California Safe Drinking Water and Toxic Enforcement
Act of 1986 (California Health & Safety Code §§ 25249.5 et seq.), as
amended from time to time, with respect to any exposures occurring in the
Premises or as a result of Lessee’s use of the Premises or the Property.


(c)             Environmental
Problems.  If Lessee knows or
has reasonable cause to believe that any Hazardous Substance is located or will
come to be located on the Premises or Property (an “Environmental Problem”),
whether or not caused or permitted by Lessee, Lessee shall immediately notify
Lessor.  Lessee shall exercise reasonable
care to avoid any Lessee Related Environmental Problem (as such term is defined
below).  Lessee shall give any and all
notices of any Lessee Related Environmental Problem required by applicable
Environmental Protection Laws, including, without limitation, any notice
required by Section 103 of the Comprehensive Environmental Response,
Compensation and Liability Act (42 U.S.C. §§ 9601 et seq.) and any notice
required by Sections 13271 or 13272 of the California Water Code, as each may
be amended from time to time.  Lessee
shall immediately give Lessor notice of any governmental investigation or any
governmental or regulatory action, proceeding, order or decree relating to any
Lessee Related Environmental Problem and, at Lessee’s expense, shall timely
comply in all respects with any such order or decree, unless Lessor first
notifies Lessee that Lessor intends to contest such order or decree.  Prior to commencing any corrective or
remedial action with respect to any Environmental Problem (except for any such
action taken to comply with an order or decree which Lessor has not elected to
contest), Lessee shall obtain the consent of Lessor (which shall not be
unreasonably withheld or delayed) and each governmental authority exercising
jurisdiction with respect to such Environmental Problem.


(d)           Lessor’s
Access to Information.  Within
ten (10) business days after Lessor’s request therefor (or within such shorter
time as may be reasonably required by Lessor), Lessee shall provide Lessor with
any information reasonably requested by Lessor, to enable Lessor to comply with
any applicable Environmental Protection Law.


“Environmental
Protection Law” means any applicable Law governing the
manufacture, generation, storage, use, transportation, treatment, incineration,
disposal, discharge, threatened discharge, release or threatened release of any



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Hazardous
Substance, or otherwise relating to the protection of the environment or the
health and safety of persons, including, without limitation, the Comprehensive
Environmental Response Compensation and Liability Act (42 U.S.C. §§ 9601 et
seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.),
the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Water Pollution Prevention
and Control Act (33 U.S.C. §§ 1251 et seq.), the Toxic Substances Control Act
(15 U.S.C. §§ 2601 et seq.), the California Hazardous Substance Account Act (CA
Health & Safety Code §§ 25300 et seq.), the California Hazardous Waste
Control Act (CA Health & Safety Code §§ 25100 et seq.), the California Safe
Drinking Water and Toxic Enforcement Act of 1986 (CA Health & Safety Code
§§ 25249.5 et seq.) and the Porter Cologne Water Quality Control Act (CA Water
Code §§ 13000 et seq.), as each may be amended from time to time.


“Hazardous
Substance” means any hazardous, toxic, explosive,
radioactive, infectious or dangerous substance, material, chemical, waste,
contaminant or pollutant, including, without limitation, (a) any “hazardous
substance” within the meaning of the Comprehensive Environmental Response
Compensation and Liability Act (42 U.S.C. §§ 9601 et seq.) or the Carpenter-Presley-Tanner
Hazardous Substance Account Act (CA Health & Safety Code §§ 25300 et seq.),
as each may be amended from time to time, (b) any “hazardous waste” within the
meaning of the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et
seq.), as amended from time to time, (c) any “hazardous waste,” “extremely
hazardous waste” or “restricted hazardous waste” within the meaning of the California
Hazardous Waste Control Act (CA Health & Safety Code §§ 25100 et seq.), as
amended from time to time, (d) any “hazardous substance”, “waste” or “sewage”
as defined or used in the Porter Cologne Water Quality Control Act (CA Water
Code §§ 13000 et seq.), as amended from time to time, (e) petroleum, including
crude oil or any fraction thereof, (f) any natural gas, liquefied natural gas,
natural gas liquid or synthetic gas usable for fuel (or mixtures of natural and
synthetic gas), or (g) any other substance, material, chemical, waste,
toxicant, pollutant or contaminant regulated by any applicable Environmental
Protection Law.


“Lessee
Related Environmental Problem” means any Environmental
Problem resulting from or related to (a) any act or omission of Lessee or
Lessee’s Employees, or (b) Lessee’s use of the Premises or any other part of
the Property.


(e)           Indemnity by Lessee.  If Lessee
breaches its obligations stated in this Section 35.15, or if the presence of
Hazardous Substances in, upon, under or about the Premises or other portions of
the Building or Property caused or permitted by Lessee, Lessee’s Employees or
Lessee’s sublessees or their invitees results in the contamination of the
Premises or other portions of the Building, or if contamination of the Premises
or other portions of the Project by Hazardous Substances otherwise occurs for
which Lessee may be liable to Lessor for damages resulting therefrom, then
Lessee shall indemnify, defend and hold Lessor and Lessor’s Employees harmless
from and against any and all liabilities, costs, expenses, claims, judgments,
damages, penalties, fines or losses (including, without limitation, diminution
in value of the Premises or other portions of the Building, damages for the
loss or restriction on use of rentable or usable space or of any amenity of the
Premises or other portions of the Building, damages arising from any adverse
impact on marketing of space in the Premises or other portions of the Building,
and sums paid in settlement of claims, attorneys’ fees, consultants’ fees and
experts’ fees) which arise after the execution date of this Lease or during the
Term of this Lease or after the Term of this Lease as a result of such
contamination.  This obligation of Lessee
to indemnify, defend and hold Lessor harmless shall survive and extend beyond
the expiration or earlier termination of this Lease.


(f)            Indemnity by Lessor.  Lessor
shall indemnify and hold Lessee harmless for any Hazardous Substance (as
defined in Section 35.15(d) above), deriving or originating from use of the
Premises prior to the commencement of the Lease, or introduced to the Building
or Property during the Term from someone or a source other than Lessee or
Lessee’s Employees.


Section 35.16         Nondiscrimination.  The
Lessee herein covenants by and for himself, his heirs, executors,
administrators and assigns, and all persons claiming under or through him, and
this Lease is made and accepted upon and subject to the following
conditions.  That there shall be no
discrimination against or segregation of any person or group of persons on
account of sex, marital status, race, color, religion, creed, national origin
or ancestry, in the leasing, subleasing, transferring, use or enjoyment of the
Premises, nor shall the Lessee himself, or any person claiming under or through
him establish or permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number, use or
occupancy, of tenants, lessees, sublessees, subtenants or vendees in the
Premises.


Section 35.17         No Offer.  The preparation of this Lease
and/or the submission of this Lease to Lessee shall not be deemed an offer to
lease the Premises or any other premises to Lessee.  This Lease shall only become binding upon
Lessor and Lessee when it is fully executed and a fully executed original Lease
is delivered by Lessor to Lessee.


Section 35.18         Broker’s Commissions.  Lessor
and Lessee each hereby represent and warrant to the other that it has not
engaged or dealt with any real estate brokers, salesperson, finders or other
persons entitled to any compensation relating to this Lease.  If Lessee’s or Lessor’s representation and
warranty contained in this paragraph is inaccurate, then the party making the
inaccurate representation hereby agrees to indemnify, defend, and hold the
other harmless from and against any and all liabilities, costs and expenses
(including, without limitation, attorneys’ fees) incurred in connection with
the claims of any brokers, salespersons, finders or other persons.



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Section 35.19         Joint and Several
Obligations of Lessee.  If
more than one individual or entity comprises Lessee, the obligations imposed on
each individual or entity that comprises Lessee under this Lease shall  be joint and several.


Section 35.20         Jurisdiction
and Enforcement.  The parties hereto agree that this Lease Agreement
is made and entered into in the County of Los Angeles, State of California, and
that all legal actions relating to this Lease Agreement shall be filed and
entertained in the Courts in and for the County of Los Angeles, State of
California.


Section 35.21         Compliance
with Safety Regulations.  Lessee
shall comply, and Lessee shall cause Lessee’s Employees to comply, with all
safety, fire protection, and evacuation procedures and regulations established by
Lessor or by any government agency.


Section 35.22         Modifications
to Building.  Lessor may elect to make certain modifications and
improvements to the Building that may cause the building load factor and the
rentable area of the Premises to change. Should this occur, then Lessee
understands that upon substantial completion of said modifications /
improvements, the rentable square footage for the Premises may increase /
decrease, and Base Rent will increase / decrease by the proportion the revised
rentable square feet bear to the rentable square feet shown on Section 1.1(g)
above.


Section
35.23         Electromagnetic Fields.  Lessor and Lessee hereby recognize and
understand that the National Institute of Environmental Health Sciences (“NIEHS”)
and the Department of Energy (“DOE”) have conducted research to understand the
potential for health risks from exposure to extremely low frequency electric
and magnetic fields (“ELF-EMF”), and that said research has lead the NIEHS and
DOE to conclude: “Any scientific evidence to suggest that ELF-EMF exposure may
pose health risk is weak (emphasis added).”  Because ongoing public concern over safety
due to ELF-EMF exposure has prompted more research in this area, which research
may subsequently conclude that adverse health effects may result from ELF-EMF
exposure, Lessee hereby agrees that it shall not be entitled to claim any
breach of warranty of quiet enjoyment, or any and all other damages, claims or
losses based upon claims of injury or otherwise due to ELF-EMF exposure, it
being deemed a material covenant on the part of Lessee, upon which Lessor
relies in entering into this Lease, that Lessee hereby assumes the risk of any
damage or injury to Lessee and to Lessee’s Employees flowing from ELF-EMF
exposure.


Section
35.24         Ban on Smoking.  Lessee understands that Lessor’s ventilation
system in the Building connects to more than one premises and/or to the
Building’s common areas, and that the City of El Segundo bans tenants from
smoking within their own premises whenever a landlord’s ventilation system
connects to more than one premises or to the Building’s commons areas.  Therefore, to prevent second-hand smoke from
traveling through the Building’s ventilation system and adversely affecting
non-smoking tenants in other premises or common areas, Lessee agrees (1) that
it will not permit any of Lessee’s Employees to smoke in the Premises or
anywhere within the Building, and (2) that it will implement reasonable
measures to direct Lessee’s Employees to smoke outside the Building.


Section
35.25         Financial Information Disclosure.  If reasonably required by Lessor, at any time
and from time to time upon not less than thirty (30) days prior written
request, Lessee shall deliver to Lessor (a) a current, accurate,
complete, and detailed financial statement on Lessee to include a balance
sheet, profit and loss statement, cash flow summary, and all accounting
footnotes, prepared in accordance with generally accepted accounting principles
consistently applied and certified by the Chief Financial Officer of Lessee to
be a fair and true presentation of Lessee’s current financial position; (b) if
reasonably required by Lessor, a current, accurate, complete, and detailed
financial statement on Lessee audited by an independent Certified Public
Accountant as of the end of the most recent fiscal year of Lessee;
(c) current bank references for Lessee; and (d)  if available, a current Dun & Bradstreet
Report about Lessee.  Lessee agrees that
its failure to strictly comply with this Section shall constitute an Event of
Default by Lessee under the Lease.


Section
35.26         Interior Signage. 
Lessor will provide Lessee, if so requested by Lessee, and at
Lessee’s cost (using building standard materials and design) the following
interior signage:  (a) one (1) tenant suite
sign located at the entrance to Lessee’s Premises; and (b) one (1) directory
strip sign located in the Building lobby. 
Both signs will be provided for the display of the name and location of
the Lessee of the Building shown in Section 1.1(b), and Lessor reserves the
right to exclude any other names therefrom.


Section 35.27         Restrictive
Covenant.  During the Lease
Term and during all extensions thereof, Lessee shall not use, nor shall Lessee
permit its successors, assigns, officers, directors, shareholders, parent,
affiliated and subsidiary corporations, or affiliated parties to use the
Premises as a store, business, trade or profession (whether separately or as
part of another entity) as a “salon” that engages in the sale, dispensing or
providing, retail, or wholesale, of salon products and/or services, including,
without limitation, facials, skin care treatments or products, massage,
manicures, pedicures and hair styling. Lessee understands that by this
reference Murad Salon, and Murad Salon’s successors and assigns, shall be
deemed third party beneficiaries of said restrictive covenant.


Section 35.28         Rights
Reserved by Lessor.  Provided
that the exercise of such rights does not unreasonably interfere with Lessee’s
occupancy of the premises, Lessor shall have the following rights:


(a)           Building
and Property Operations.  To decorate
and to make inspections, repairs, alterations, additions, changes, or
improvements, whether structural or otherwise, in and about the Building and
Property, or any



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part thereof; to enter upon the Premises (after giving
Lessee reasonable written notice thereof, except in cases of real or apparent
emergency, in which case no notice shall be required) and, during the
continuance of any such work, to temporarily close doors, entryways, public
space, and corridors in the Building and Property; to interrupt or temporarily
suspend Building services and facilities; to change the name of the Building
and/or Property; and to change the arrangement and location of entrances or
passageways, doors, and doorways, corridors, elevators, stairs, restrooms, or
other public parts of the Building and/or Property;


(b)           Security.  To take such reasonable measures as Lessor
deems advisable for the security of the Building, the Property and its
occupants, such as, but not limited to, evacuating the Building for cause,
suspected cause, or for drill purposes; temporarily denying access to the
Building; and closing the Building after normal business hours and on Sundays
and holidays, subject, however, to Lessee’s right to enter when the Building is
closed after normal business hours under such reasonable regulations as Lessor
may prescribe from time to time;


(c)           Prospective
Purchasers and Lenders.  Upon
twenty-four (24) hours prior written notice, to enter the Premises at all
reasonable hours to show the Premises to prospective purchasers or lenders; and


(d)           Prospective
Lessees.  At any time during the last
three (3) months of the Term (or earlier if Lessee has notified Lessor in
writing that it does not desire to renew the Term) or at any time following the
occurrence of an Event of Default, to enter the Premises at all reasonable
hours to show the Premises to prospective tenants upon twenty-four (24) hours
prior written notice.


Section 35.29         Expansion Option.  In the event the tenant
presently in occupancy of Suite 110 in the Building (the “Expansion Space”, comprising           
usable square feet,             
rentable square feet) should vacate the Expansion Space prior to the
termination or earlier expiration of this Lease, then Lessee shall have the
option (“Expansion Option”) to lease said Expansion Space subject to the
following terms and conditions:


(a)           The Expansion Space
shall be added to the Premises demised under the Lease for a term commencing on
the Expansion Space Commencement Date (defined below) and expiring upon the
expiration or earlier termination of the Lease, and the term “Premises” used in
the Lease shall thereafter be deemed to include the Expansion Space;


(b)           The “Expansion Space
Commencement Date” for the Expansion Space shall be the date which is the
earlier of (i) the date Lessee, or any person occupying any of the
Expansion Space with Lessee’s permission, commences business operations from
the Expansion Space, or (ii) the date on which the Expansion Space is
delivered to Lessee in broom-clean condition;


(c)           The Base Rental and
Operating Expense Adjustment to be paid by Lessee for the Expansion Space shall
be the Base Rental
and Operating Expense Adjustment then in effect for the Premises, on a rentable
square foot basis; furthermore, Lessee’s Pro Rata Share of Operating
Expenses shall be appropriately increased to reflect the addition of the
Expansion Space to
the Premises;


(d)           Lessee shall not have the right to exercise the
Expansion Option if at the time of exercise thereof, or on the Expansion Space
Commencement Date, Lessee is in default beyond any applicable notice and cure
period; and


(e)           Lessor and Lessee shall
execute and deliver appropriate documentation to memorialize the addition of
the Expansion Space to the Premises hereunder and the terms and conditions of
the Lease with respect to the Expansion Space, but any failure by Lessor or
Lessee to execute and deliver any such documentation shall not change any of
the terms and conditions provided herein.


Section 35.30         Monument Sign.  Lessor  grants Lessee the nonexclusive right to display
its name in the building standard font on the monument sign of the Building
(the “Monument Sign”) subject to
the following provisions:


(a)           Lessee’s right to
display its name on the Monument Sign shall be automatically withdrawn by
Lessor, without further notice to Lessee, sixty (60) days following the
Commencement Date hereof, unless Lessee shall prior thereto pay Lessor the
amount Lessor shall invoice Lessee for the cost to fabricate and install Lessee’s  name on the Monument Sign;


(b)           Lessee’s right to
display its name on the Monument Sign shall be withdrawn by Lessor following
fifteen (15) days written notice to Lessee by Lessor if Lessee (a) occupies
less than 3,000 rentable square feet of the Building; (b) sublets, in the
aggregate, more than 4,380 rentable square feet of the premises, (c) assigns
the Lease, other than to a Qualified Financial Institution, or (d) is in
default of this Lease under Article 17 hereof;


(c)           Lessee shall pay to
Lessor, from time to time and within thirty (30) days after receipt of written
demand, Lessee’s portion of all expenses incurred  by Lessor  that  are
 attributable  to  the  lighting  (if applicable), maintenance, cleaning and
repair of the Monument Sign during the period of time that Lessee’s name is on
the Monument Sign.  Lessee’s portion of
such expenses shall be calculated by Lessor by dividing such expenses equally
among all lessees and occupants that have signs on the Monument Sign;



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(d)           Commencing
as of the Commencement Date (and prorated if
the Commencement Date occurs on a date other than the first day of a calendar
month), Lessee shall pay to Lessor rent for the sign, in advance, without prior notice, demand or
billing statement, on or before the first day of each calendar month during the
lease Term, in the sum of Two Hundred Dollars ($200.00) per month,


(e)           Lessor
shall have the right to relocate, redesign, and/or reconstruct the Monument
Sign from time to time as determined by Lessor in Lessor’s sole discretion; and


(f)            Upon termination and/or expiration of the Lease
Term, Lessor shall permanently remove Lessee’s name from the Monument Sign,
repair any damage to the Monument Sign that may result from the removal of
Lessee’s name, and charge Lessee for all expenses and costs incurred in
connection with said removal and repair.


The
design, size, specifications, graphics, materials, colors, and lighting (if
applicable) of the Exterior Identity Sign shall be determined by Lessor in
Lessor’s sole discretion.


remainder of page intentionally left blank



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IN WITNESS WHEREOF, the parties acknowledge that each has carefully
read each and every provision of this agreement and that each has fully entered
into this agreement as of the date first appearing above of its own free will and volition.


	
  “LESSOR”

  	
   

  	
  “LESSEE”

  
	
   

  	
   

  	
   

  
	
  The
  Plaza CP LLC

  	
   

  	
  Manhattan Bancorp.

  
	
  a California
  limited liability company

  	
   

  	
  a California corporation

  
	
   

  	
   

  	
   

  
	
  By:

  	
  The Plaza CP
  Corporation

  	
   

  	
   

  
	
   

  	
  a Delaware
  corporation

  	
   

  	
   

  
	
   

  	
  its Managing
  member

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Richard C.
  Lundquist

  	
   

  	
   

  	
  By:

  	
  /s/ Jeffrey M. Watson

  	
   

  
	
   

  	
  Richard C.
  Lundquist

  	
   

  	
   

  
	
   

  	
  President

  	
   

  	
  Print Name: Jeffrey M. Watson

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title: President and CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Leonard E.
  Blakesley, Jr.

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Leonard E.
  Blakesley, Jr.

  	
   

  	
   

  
	
   

  	
  Secretary

  	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
															



 



 28
 








LIST OF EXHIBITS


	
  A-1

  	
   

  	
  Building

  
	
   

  	
   

  	
   

  
	
  A-2

  	
   

  	
  Legal Description

  
	
   

  	
   

  	
   

  
	
  A-3

  	
   

  	
  Continental Park

  
	
   

  	
   

  	
   

  
	
  B

  	
   

  	
  Intentionally Deleted

  
	
   

  	
   

  	
   

  
	
  C

  	
   

  	
  Construction Work Letter

  
	
   

  	
   

  	
   

  
	
  C-1

  	
   

  	
  Minimum Building Standard Lessee Improvement
  Finishes and Materials

  
	
   

  	
   

  	
   

  
	
  C-2

  	
   

  	
  Premises

  
	
   

  	
   

  	
   

  
	
  C-3

  	
   

  	
  Conduct of the Work and Rules of the Site

  
	
   

  	
   

  	
   

  
	
  C-4

  	
   

  	
  Continental Construction Project Close Out Package
  Acceptance Checklist

  
	
   

  	
   

  	
   

  
	
  D

  	
   

  	
  Building Standard Services and Utilities

  
	
   

  	
   

  	
   

  
	
  E

  	
   

  	
  Rules & Regulations

  
	
   

  	
   

  	
   

  
	
  F

  	
   

  	
  Parking Facilities

  
	
   

  	
   

  	
   

  
	
  G.

  	
   

  	
  Letter of Credit

  



 



 29














BUILDING





EXHIBIT “A-1”



 1















LEGAL DESCRIPTION OF LAND


PARCEL 1:


THE SURFACE AND THAT PORTION OF THE SUBSURFACE WHICH LIES
ABOVE A PLANE 450 FEET BELOW THE MEAN LOW WATER LEVEL OF THE PACIFIC OCEAN (AS
SAID MEAN LOW WATER LEVEL IS ESTABLISHED BY U.S. COAST AND GEODETIC SURVEY
BENCH ALONG THE SHORELINE) OF THE FOLLOWING DESCRIBED PROPERTY, SITUATED IN THE
CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, TO WIT:


PARCEL 4, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP NO. 12659, FILED IN BOOK
124 PAGE 52 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.


EXCEPT THEREFROM ALL OIL, GAS, ASPHALTUM AND OTHER
HYDROCARBONS AND OTHER MINERALS, WHETHER SIMILAR TO THOSE HEREIN SPECIFIED OR
NOT, WITHIN OR THAT MAY BE PRODUCED FROM SAID LAND, PROVIDED, HOWEVER, THAT THE
SURFACE OF SAID LAND SHALL NEVER BE USED FOR EXPLORATION, DEVELOPMENT,
EXTRACTION, REMOVAL OR STORAGE OF SAID OIL, GAS, ASPHALTUM AND OTHER
HYDROCARBONS AND OTHER MINERALS, AND FURTHER PROVIDED NO INSTALLATION
CONSTRUCTED THEREON SHALL BE DISTURBED IN ANY MANNER IN EXTRACTING SAID
RESERVED MINERALS, AS RESERVED IN DEED FROM STANDARD OIL COMPANY OF CALIFORNIA,
RECORDED DECEMBER 20, 1960, AS INSTRUMENT NO. 1622, IN BOOK D-1069 PAGE 595,
OFFICIAL RECORDS.


PARCEL 2:


A NON-EXCLUSIVE RIGHT FOR VEHICULAR AND PEDESTRIAN USE TO
AND FROM THE SOUTHERLY 12.50 FEET OF PARCELS 2 AND 3 OF SAID PARCEL MAP NO.
12659, FILED IN BOOK 124 PAGE 52 OF PARCEL MAPS, AS DISCLOSED IN THAT CERTAIN
INSTRUMENT BY AND BETWEEN CONTINENTAL DEVELOPMENT CORPORATION, TEACHERS
INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, STATE OF CALIFORNIA PUBLIC
EMPLOYEES RETIREMENT SYSTEMS AND UNION BANK, RECORDED MARCH 29, 1985, AS
INSTRUMENT NO. 85-342807, OFFICIAL RECORDS.


	
  [more commonly known as:

  	
   

  	
  2101 / 2121 / 2141

  
	
   

  	
   

  	
  Rosecrans Avenue

  
	
   

  	
   

  	
  El Segundo, California]

  



 


EXHIBIT “A-2”



 1















CONTINENTAL PARK





 


EXHIBIT “A-3”



 1















NOTICE OF COMMENCEMENT DATE


Intentionally Deleted


 


EXHIBIT “B”



 1














CONSTRUCTION WORK LETTER


THIS CONSTRUCTION WORK LETTER (the “Agreement”) supplements the Lease to which
this Agreement is attached.  The terms
used herein shall have the same meanings as set forth in the Lease, unless such
meanings are expressly contradicted herein. 
In addition, all rights and remedies of Lessor and Lessee under the
Lease shall apply in the event of a default in any of the provisions of this
Agreement, and this Agreement is hereby made a part of the Lease.


1.             Construction of Base Building


1.1           Base Building Improvements.  Lessor
has constructed and Lessee hereby accepts as constructed the Base Building
Improvements consisting of a parking facility and building shell and core
(collectively the “Base Building Improvements”).  The building shell and core includes the
following:  (a) bare, trowel finished,
concrete slab floors; (b) finished core area, including elevators and common
area elevator lobbies, toilet rooms, electrical rooms, telephone rooms, janitorial
closets, exit stairs and mechanical shafts; (c) primary heating, ventilation
and air conditioning service stubbed out to the floor, including main supply
air duct, base building digital control system (where applicable) for the HVAC
and heating hot water supply mains (Lessee’s HVAC improvements to the Premises
shall properly and without special requirements, interface and integrate with
the Base Building HVAC and its Direct Digital Control System. Such interface
and integration, as well as the design of the HVAC system for the Premises, including
the distribution thereof shall be consistent and compatible with Lessor’s
operating requirements and use only a proportionate share of the Building
system’s capacity); (d) primary fire sprinkler system in open floor plan
configuration (any modification to such sprinkler system for the Lessee shall
be a part of the Lessee Improvements); (e) main electrical panels on each floor
including breakers but no distribution; and (f) primary distribution for the
fire safety system required by applicable code for unoccupied buildings
(including the primary fire sprinkler system and alarms). Lessor, at Lessor’s
sole cost and expense, shall also provide Lessee with a glass door entry per
Lessor’s design, dimension and specification shown on the drawing attached hereto
as Exhibit “C-5”. Modification and connection to the fire safety system for the
Premises, as occupied, shall be a part of the Lessee Improvements. Any and all
modifications to the Base Building Improvements mandated or otherwise required
by application and/or interpretation of any federal, state, local or other
applicable governmental statutes, ordinances, codes, rules, regulations,
controls or guidelines (collectively, “Laws”) as a result of Lessee’s use of,
and/or the construction of the Lessee Improvements (as defined in Section 1.2
below) within, the Premises shall be a part of the Lessee Improvements.  Thereafter, Lessee shall furnish and install
within the Premises those improvements and items of general construction (the “Lessee
Improvements”) shown on the plans and specifications diligently prepared by
Lessee and approved by Lessor and Lessee pursuant to Section 2 below, in
compliance with all applicable codes and regulations.  No portion or element of the Lessee
Improvements in the sole judgment of Lessor, shall in any way be in conflict
with or adversely impact the Building or any of its systems. All Lessee
Improvements shall be constructed pursuant to this Work Letter.


1.2           Lessee Improvements.  Lessee shall construct and install
(collectively, “construct”) the Improvements to the Premises as set forth
herein (the “Lessee Improvements”) pursuant to plans and specifications
mutually approved by the Lessor and Lessee and prepared by the Building
Architect.  The Lessee Improvements shall
consist of, at a minimum, the “Building Standard Improvements” (which Building
Standard Improvements are set forth in Exhibit “C-1” attached hereto and made a
part hereof) in order to construct a standard office in the Premises, together
with an HVAC control system (as specified by Lessor) which shall be connected
to the Base Building HVAC control system in accordance with Lessor’s
specifications and such other improvements as specified in the “Final Plans”
(as hereinafter defined) or required by Law. 
The cost of preparing the plans and specifications for the Lessee
Improvements and the cost of constructing the Lessee Improvements shall, except
as otherwise provided herein, be borne by Lessee.


1.3           Lessor Supplied Improvements.  Lessor
shall supply certain items of the Lessee Improvements including, but not
limited to, partial distribution HVAC ductwork, electrical runs to lights,
partial sprinkler system piping and sprinkler heads, window coverings and
perimeter wall, core wall and column wrap drywall, which shall be valued in
accordance with Lessor’s schedule of values for such items which Lessor shall
have prepared for the Building for use by Lessee and other tenants.  Lessor shall receive credit against the
Lessor’s Construction Allowance in an amount equal to the aggregate of the
values of all such items supplied by Lessor to Lessee based on Lessor’s
schedule of values for such items.


2.             Plans and Specifications.


2.1           Schematic Drawings.  If the
Schematic Drawings depicting the layout of the Premises and the location of the
Lessee Improvements therein (the “Schematic Drawings”) have already been
prepared and approved by Lessor and Lessee prior to the full execution of this
Lease (which includes this Agreement), then same shall be attached hereto as
Exhibit “C-5”) and made a part hereof. 
If the Schematic Drawings are not attached as Exhibit “C-5” hereto at
the time this Lease is fully executed, then the following procedure shall be
used to prepare and approve of the Schematic Drawings.  No later than five (5) days following the
full execution of this Lease, Lessee shall meet with the Architect and provide
such information as is necessary or appropriate for the Architect to prepare
the Schematic Drawings.  Such Schematic
Drawings, upon completion thereof (which in no event shall be more than thirty
(30) days after the execution of this Lease), shall be submitted to Lessor and
Lessee for approval.  Within five (5)
days after Lessee’s receipt of such Schematic Drawings, Lessee shall notify
Lessor and Architect of the changes, if any, which Lessee desires to make to
such Schematic Drawings, which notice shall be in writing and shall identify
with specificity the changes which Lessee desires to make and shall attach a
copy of the Schematic Drawings initialed by Lessee and showing the desired
changes


EXHIBIT “C”



 1
 








(the “Lessee’s Schematic Notice”).  Within a reasonable time following Lessor’s
receipt of the Schematic Drawings and Lessee’s Schematic Notice (but Lessor
shall not be obligated to respond earlier than five (5) days after Lessor’s
receipt of the Schematic Drawings and Lessee’s Schematic Notice), Lessor shall
either approve or disapprove thereof.  If
Lessor disapproves, Lessor shall specify in writing the changes which Lessor
requires and the Schematic Drawings shall be revised by the Architect to
reflect those changes described in Lessee’s Schematic Notice which are not
disapproved by Lessor and such other items needed to satisfy Lessor’s
objections thereto.  At Lessor’s request,
upon completion of the revised Schematic Drawings, Lessor and Lessee shall
initial same, thereby acknowledging their approval of the form of such
Schematic Drawings.


2.2           Final Plans.  Upon completion of the
Schematic Drawings as revised in accordance with Paragraph 2.1 above, the
Architect shall prepare final plans and specifications and working drawings
(collectively the “Final Plans”) based upon and incorporating such Schematic
Drawings as revised as provided hereinabove. 
Upon completion of the Final Plans, same shall be submitted to Lessor
and Lessee for approval.  If Lessor
consents in writing thereto, such Final Plans may exclude certain finish
specifications (such as, the color of paint or the color or design of wall or
floor coverings) so long as such specifications are not needed in order to
submit the Final Plans for Permits (as hereinafter defined) and so long as such
specifications are delivered to Lessor for Lessor’s approval thereof within
thirty (30) days after delivery to Lessor of the Final Plans.  Such finish specifications shall not be
incorporated into the Lessee Improvements until same are approved by Lessor in
writing.  Within ten (10) days after
Lessee’s receipt of the Final Plans, Lessee shall notify Lessor and the
Architect of the changes, if any, which Lessee desires to make to such Final
Plans, which notice shall be in writing and shall identify with specificity the
changes which Lessee desires to make and shall attach a copy of the Final Plans
initialed by Lessee and showing the desired changes (the “Lessee’s Final Notice”).  Without Lessor’s prior consent, which shall
not be unreasonably withheld or delayed, Lessee shall not change any portion of
the Final Plans which incorporate the improvements depicted in the Schematic
Drawings, as revised in accordance with Paragraph 2.1 above, or which is a
natural progression of such improvements. 
Within a reasonable time following Lessor’s receipt of the Final Plans
and Lessee’s Final Notice (but Lessor shall not be obligated to respond earlier
than ten (10) days after Lessor’s receipt of such Final Plans and Lessee’s
Final Notice), Lessor shall approve or disapprove thereof.  If Lessor disapproves, Lessor shall identify
in writing and with specificity the reason for Lessor’s disapproval, and the
Final Plans shall be revised by the Architect to reflect those changes
described in Lessee’s Final Notice which are not disapproved by Lessor and such
other items needed to satisfy Lessor’s objections thereto.  The improvements depicted on the Final Plans,
as so revised, shall constitute the “Lessee Improvements.”  At Lessor’s request, upon completion of the
revised Final Plans, Lessor and Lessee shall initial same, thereby
acknowledging their approval of the form of such Final Plans.


2.3           Standard of Review by Lessee.  Lessee
agrees that any changes which it desires to make as set forth in Lessee’s
Schematic Notice and Lessee’s Final Notice shall be reasonable and made in good
faith.  In the event Lessor and Lessee
have any differences with respect to changes each desires to make to the
Schematic Drawings or Final Plans, Lessor and Lessee shall promptly meet and
use good faith efforts to resolve the differences.


2.4           Accuracy of Plans and Specifications. 
Notwithstanding the fact that Lessor shall review and denote revisions
to the Schematic Drawings and Final Plans, and that Lessor shall have
designated or approved of the Architect, Lessor shall not be liable in any way
to Lessee or any other person or entity for any deficiencies in the Schematic
Drawings or Final Plans, delays in the preparation and/or delivery thereof, or
any errors or omissions by the Architect, nor shall same constitute a warranty
or guaranty that the Final Plans are complete or accurate, or that the
improvements depicted therein will comply with any Laws, or are sufficient for Lessee’s
use or business.


3.             Permits.  As soon as practicable
following completion of the Final Plans, Lessee shall submit the Final Plans to
all appropriate governmental authorities, pay the appropriate filing fees, and
attempt to obtain all permits and approvals (the “Permits”) necessary or
appropriate to allow the construction of the Lessee Improvements.  If, as part of the procedure of obtaining or
attempting to obtain Permits, any governmental agencies or authorities request
changes in the Final Plans, the Final Plans shall be modified to incorporate
such changes unless Lessor or Lessee do not approve thereof, which approval
shall not be unreasonably withheld.  The
Architect shall promptly revise the Final Plans as required by such
governmental agencies or authorities unless such required revisions are
reasonably disapproved of by Lessor or Lessee. 
If such Permits are not obtained within ninety (90) days following
Lessor’s or the Architect’s submission of the Final Plans for such Permits,
then Lessor shall have the option of terminating this Lease at any time
thereafter upon at least ten (10) days’ prior written notice thereof to
Lessee.  In the event of such
termination, Lessee shall immediately pay all costs and expenses of the
Architect relating to the preparation and completion of the Schematic Drawings
and Final Plans for Permits, together with all fees and costs of submitting the
Final Plans for Permits, and each party shall otherwise be released of all
further liability arising under this Lease (except for those liabilities
accruing prior to the termination). 
Except as provided above, Lessor and Lessee shall otherwise each bear
its own costs to the date of such termination.



 2
 








4.             Construction.  Lessee’s
approved general contractor, Greg Holwick Construction, Inc. (the “General
Contractor”), shall construct the Lessee Improvements in accordance with the
Final Plans for which Permits are issued as well as in accordance with all
terms and conditions set forth in this Exhibit “C” and the attached Exhibit “C-1”
(Minimum Building Standard Lessee Improvement Finishes & Materials) and
Exhibit “C-3” (Conduct of The Work & Rules of the Site).  Lessor or such General Contractor shall
commence and thereafter complete the construction of the Lessee Improvements in
a reasonably diligent and first-class manner. 
Furthermore, Lessee shall be required to use the following
sub-contractors: Pyro-Comm for fire-life-safety systems, Qualco Fire
Protection for sprinklers, Western Allied for DDC controls, R&R for
electrical, and either ACCO, Western Allied, Air-Tech or Control Air for
mechanical. 
Lessor and Lessor’s General Contractor shall notify Lessee’s architect
in writing of any changes in construction of the Premises due to field
conditions or Building modifications that may occur and no such changes shall
be made (whether or not they affect the cost of construction) without the
Lessee’s consent, which consent shall not be unreasonably withheld unless such
changes are necessary to preserve the structural integrity of the Building or
Leased Premises or any Building Systems. 
Before commencing any improvements or alterations work in the
Premises, Lessee shall require all contractors of Lessee performing such work
in the Premises to carry and maintain, at no expense to Lessor, any or all of
the following insurance policies as determined by Lessor written by companies
acceptable to Lessor:


(i)            Commercial general liability insurance, which shall
name Lessee and Lessor as additional insureds, in such amounts as required by
Lessor and with any endorsements that Lessor requires;


(ii)           Worker’s compensation insurance in such amounts required by law and
covering all persons employed by said contractor and engaged in the work;


(iii)          [If applicable] comprehensive automobile liability
insurance in such amounts as required by Lessor; and


(iv)          Insurance against such other perils or legal risks
and in such amounts as Lessor may from time to time establish.  Upon Lessor’s request, Lessee shall furnish
to Lessor duplicate original counterparts of any or all insurance policies
required pursuant to this paragraph.


5.             Costs of
Construction – Lessee Improvements. 
Lessee shall pay all construction costs which shall be defined as all
costs and expenses incurred in the construction of the Lessee Improvements, (“Construction
Costs”) in excess of the amount of the Lessor’s Construction Allowance, which
shall be $45.00 per usable square foot of Premises (“Lessor’s Construction
Allowance”).  Costs shall include, in
addition to any other items or costs set forth elsewhere in this Construction
Work Letter, without limitation the costs of: 
(a) the Architect, engineers and space planners (including design fees
and costs);  (b) materials including
acquiring, fabricating or constructing such materials as may be required; (c)
all fees and charges associated with plan check and permitting of the Lessee
Improvements;  (d) testing and
inspection, trash removal, contractor’s fees and general conditions;  (e) changes in the Base, Shell and Core work
when such changes are required by the Construction Drawings, including all
direct architectural and/or engineering fees and expenses incurred in
connection therewith;  (f)  any changes to the Construction Drawings or
Lessee Improvements;  (g) any repair of
damage to the Building caused by Lessee or General Contractor in connection
with the construction and installation of the Lessee Improvements;  (h) sales and use taxes; and (i)
reimbursement to Lessor in a sum equivalent to five percent (5%) of the total
Cost of Construction as and for Lessor’s Project Management Fee.  The Construction Costs after deduction of the
Lessor’s Construction Allowance is referred to herein as the “Lessee’s
Construction Costs.” Lessor shall pay Lessee the Lessor’s Construction
Allowance within fifteen (15) days of completion of the Lessee Improvements,
Lessee’s delivery to Lessor of all applicable items outlined in that certain
attachment to this Exhibit and entitled “Continental Construction Project Close
Out Package Acceptance Check List,” attached hereto as Exhibit “C-4”, and
following receipt of
a complete and accurate invoice package that shall contain:


(a)           satisfactory evidence of Lessee’s payment towards said
Lessee’s Construction  Costs (inclusive
of all Change Orders, as defined in Section 6); and


(b)           a certification of the status of completion of the Lessee
Improvements by the Architect (and Lessee shall provide Lessor with the
opportunity to make an inspection of the same); and


(c)           copies of unconditional waivers and releases from
Lessee’s General Contractor, subcontractors and materialmen of all liens
covering the work and materials subject to the Lessee Improvements.


 6.            Change Orders.  Lessor shall not be obligated to
consent to, or make, any changes or additions requested by Lessee to the Final
Plans once such Final Plans have been approved by Lessor and Lessee.  Any such changes or additions requested by
Lessee and consented to by Lessor (“Change Orders”) shall be at the sole cost
and expense of Lessee, and the increased cost of construction of the Lessee
Improvements, including such Change Orders, shall be the responsibility of
Lessee.  Lessee shall also be responsible
for all costs and expenses resulting from or arising out of any delay in
completing the construction of the Lessee Improvements as a result of such
Change Orders. As compensation to Lessor for supervision of such Change Orders,
the costs and expenses of the Change Orders shall also include an amount equal
to fifteen percent (15%) of said costs and expenses.


7.             Close Out Package.  Lessee acknowledges, at completion of
construction, that the definition of “Final Plans and Specifications” includes
the preparation and the delivery of all applicable items to Lessor outlined in



 3
 








that certain attachment to this Exhibit and entitled “Continental
Construction Project Close Out Package Acceptance Check List,” which is
attached hereto as Exhibit “C-4”.  Lessee
further understands and acknowledges that the items provided in said check-list
may be supplemented and/or amended by Lessor, from time to time, at Lessor’s
sole discretion, to correspond to the particular construction project for
Lessee.


8.             No Miscellaneous Charges.  Neither
Lessee nor the Contractor shall be charged for parking or for the use of
electricity, water, toilet facilities and elevators during the construction of
the Lessee Improvements.


9.             Life-Fire Safety Codes, Etc.  Subject to
Section 1.1 above, in the event that the Building and/or the Premises, as
constructed, do not comply with life-fire safety codes, physical handicap
codes, and/or earthquake safety codes in effect on the date of the Lease, and a
result of such non-compliance the costs of designing and constructing the
Lessee Improvements increases over what it would have been had the Building and
Premises been in compliance with such codes, then Lessor shall pay and bear
those increased costs in addition to (and not as part of) the Lessor’s
Construction Allowance.


10.           Description Of Depreciable
Construction Costs. Lessee agrees
that Lessor’s Tenant Improvement Allowance shall be applied towards the
demolition and removal costs of the existing tenant improvements in the
Premises (if applicable) and towards the cost of new separately depreciable
building components (which shall be owned by Lessor) not related to the operation
of the building as a whole, all of which shall be detailed on Exhibit “Z”
attached hereto. Should no Exhibit “Z” be attached to the Lease at the time the
parties shall execute this Lease then the following procedure shall be used to
prepare and approve said Exhibit “Z” hereafter. No later than fifteen (15) days
following Lessee’s occupancy of the Premises, Lessee shall provide Lessor with
any and all information Lessor may reasonably request to enable Lessor to
prepare said Exhibit “Z,” which the parties understand Lessor shall prepare in
such a manner as to detail the items (e.g., window coverings, carpeting, mill
work, etc.), construction work and other costs/charges Lessor shall designate
as “depreciable building components not related to the operation of the
Building as a whole.”  Such exhibit shall
thereafter be attached to the Lease, following Lessee’s consent of the same
(which consent shall not be unreasonably withheld, delayed or conditioned).  Should Lessee fail to consent to Lessor’s exhibit
within fifteen (15) of Lessor’s delivery of the same to Lessee, such failure
shall be an “Event of Default” by Lessee.



 4














MINIMUM BUILDING STANDARD LESSEE IMPROVEMENT


FINISHES & MATERIALS


2101/2121/2141 Rosecrans (Plaza)


(Revised 10/03/03)


The tenant improvements shall be constructed in
accordance with Owner’s Building Standard Tenant Improvements, as follows:


06200 - FINISH CARPENTRY


A.            TELEPHONE BACKBOARD:


Fire-rated 4’-0” x 4’-0” x 3/4”
with 3” radius corners, painted Building Standard gray.


(Allowance - One (1) per Tenant
space)


B.            LUNCH ROOM CABINETS:


Furnish
and install upper and lower plastic laminate faced cabinets and countertop,
Melamine lined interiors. (Note: Countertop to have waterfall “dam” edge.)  Include cutout for sink and backing for wall
hung cabinets.  Cabinet Laminate:  Pionite WX041-S, Anigre.  Counter Top: 
Pionite AE021-S, Graphite Spectrum.


(Allowance
- 8’  lineal feet in the lunch room for
tenant space over 10,000 usable sq. ft.)


08120 - ALUMINUM DOOR FRAMES


08210 - WOOD DOORS


08710 - FINISH HARDWARE


A.            TENANT INTERIOR DOOR:


Doors - 3’-0” x 8’-0” solid particle board core, 13⁄4”
thick plain sliced  maple wood veneer,
pre-finished with clear satin open coat finish, pre-machined for lever handle
latchset located 3’-6” above finish floor, and pre-fit.  Doors to be manufactured with 10” bottom
rail.


Door
Frames - 3’-0” x 8’-0”
Western Integrated aluminum frame, anodized clear aluminum finish.


Latch
Set - Schlage D53PD Rhodes
lever handle cylindrical bored latchset, 630 finish.


Hinges - Two (2) pairs of fully mortised hinges per
door, Stanley FBB179, 41⁄2” x 4,” 630 finish.


Door
Stop - Floor mounted door
stop, Trimco W1213ES or Quality 331E5 630 finish, with spacers where required.


(Allowance -One (1) door assembly per 500 sq. ft. of  useable 
floor area.)


Sidelights – 18” w x 8’ – 0” height to match adjacent door
Timely of equal: 3/8” clear tempered glass; color clear anodized; sidelight to
be integral part of door frame.


(Allowance - One (1) per interior door.)


B.            TENANT ENTRY DOOR:


Door - 3’-0” x 8’-0” solid particle board core, 13⁄4”
thick plain sliced  maple wood veneer,
pre-finished with clear satin open coat finish, pre-machined for lever handle
lockset located 3’-6” above finish floor, pre-fit, and labeled with a twenty
(20) minute fire rating.  Doors to be
manufactured with 10” bottom rail.


Door
Frame - 3’-0” x 8’-0”
Western Integrated aluminum frame, clear anodized aluminum finish, with twenty
(20) minute fire rated label.


Lockset - Schlage L9453 lockset with 03 lever, 630
finish.


Hinges
- Two (2) pairs of fully mortised hinges per door, Stanley FBB179 41⁄2” x 4,” 630
finish.


 


EXHIBIT “C-1”



 1
 








Closer - Norton 8502 closer with factory sprayed
aluminum finish, control arm DN Tenant’s side of door.


Door
Stop -Floor mounted door
stop, Trimco W1213ES or Quality 331E5 630 finish, with spacers where required.


(Allowance
- Minimum required by code - one (1) door assembly for less than 3,000 sq. ft.
of usable floor area; or two (2) door assemblies for more than 3,000 sq. ft. of
usable floor area.)


09100 - METAL SUPPORT SYSTEM


09250 - GYPSUM WALLBOARD


A.            STANDARD INTERIOR PARTITIONS:


Furnish
and install partitions with 2 1⁄2” x 25 gauge metal studs at 24” on center, one
layer of 5/8” thick type “X” drywall on each side to underside of 8’-8” ceiling
tile (at floors above the ground floor.) 
Provide seismic bracing as required, and control joints and control
joint sealants in partitions, as recommended by gypsum wall board
manufacturer.  All joints are to be
taped; visible joints to be spackled and sanded ready for painting.


(Allowance
- One (1) linear foot for each 20 usable square feet of floor area.)


B.            GROUND FLOOR INTERIOR PARTITIONS


Furnish
and install partitions with 2 1⁄2” x 20 gauge metal studs at 16” on center, one
layer of 5/8” thick type “X” drywall on each side to underside of 12’-0”±
ceiling tile.  Provide seismic bracing as
required, and control joints, and control joint sealants in partitions, as
recommended by gypsum wall board manufacturer. 
All joints are to be taped, visible joints to be spackled and sanded
ready for painting.


(Allowance
- One (1) linear foot for each 20 usable square feet of floor area.


C.            DEMISING PARTITIONS


Furnish
and install partitions with 21⁄2” x  25
gauge metal studs at 24” on center, slab to slab, at floors above the ground
floor, with one layer of 5/8” thick type “X” drywall on each side.  Provide 21⁄2” thick full batt sound insulation,
seismic bracing as required, and control joints and control joint sealants in
partitions, as recommended by gypsum wall board manufacturer.  All joints are to be taped; visible joints to
be spackled and sanded ready for painting. 
Caulk joint between bottom of wall board and the floor.


(Allowance
- One half (1⁄2) of the cost of demising partitions shall be allocated between
adjacent tenants.)


D.            GROUND FLOOR DEMISING PARTITIONS


Furnish
and install extra height partitions, (15’ ± to underside of slab), with 21⁄2”
x  18 gauge metal studs at 16” on center,
slab to slab, with one layer of 5/8” thick type “X” drywall on each side.  Provide 21⁄2” thick full batt sound insulation,
seismic bracing as required, and control joints and control joint sealants in
partitions, as recommended by gypsum wall board manufacturer.  All joints are to be taped; visible joints to
be spackled and sanded ready for painting. 
Caulk joint between bottom of wall board and the floor.


(Allowance
- One half (1⁄2) of the cost of demising partitions shall be allocated between
adjacent tenants.)


E.             PUBLIC (TUNNEL) CORRIDOR PARTITIONS


Furnish and install tunnel corridor partitions at floors
above the ground floor, with 21⁄2” x  25
gauge metal studs at 24” on center, with one layer of 5/8” thick type “X”
drywall on each side. Provide full 21⁄2” thick sound attenuating fire blanket
insulation 21⁄2” thick full batt sound insulation.  All joints are to be taped; visible joints to
be spackled and sanded ready for painting. 
Caulk joint between bottom of wall board and the floor.


(Allowance
- One half (1⁄2) of the cost of public corridor partitions shall be allocated to
that portion of a tenant’s space contiguous with the corridor.)



 2
 








F.             GROUND FLOOR PUBLIC (TUNNEL) CORRIDOR PARTITIONS


Furnish and install tunnel
corridor partitions at the ground floor with 21⁄2” x  25 gauge metal studs at 24” on center, with
one layer of 5/8” thick type “X” drywall on each side. Provide full 21⁄2” thick
sound attenuating fire blanket insulation. 
All joints are to be taped; visible joints to be spackled and sanded
ready for painting.  Caulk joint between
bottom of wall board and the floor.


(Allowance
- One half (1⁄2) of the cost of public corridor partitions shall be allocated to
tenants. )


G.            WINDOW MULLION CLOSURE


Furnish
and install one window mullion closure, as detailed, from sill to top of window
pocket.


(Allowance
- One (1) for each 750 usable square feet of 
floor area.)


Building
Standard demising Partition Alternate gypboard modules & stud spacing - Furnish and install 40” wide gypboard with 20”
stud spacing in lieu of specified 48” wide gypboard and 24” stud spacing, to
facilitate handling for standard demising partitions.


H.                                    TENANT MODULAR FURNITURE


Overhead
storage or binder bins for Tenant installed modular furniture must be attached
to a system panel.  Binder bins or
overhead storage units cannot be attached directly to any interior or demising
wall partitions.


09510 - ACOUSTICAL CEILING


A.            ACOUSTICAL CEILING


Furnish
and install 2’ x 2’ suspended ceiling system, USG Interiors, Inc., Donn Fine
Line ceiling grid system, with Armstrong beveled Tegular Cirrus  ceiling tile, continuous within demised
premises.  Grid system finish shall be
white with white slots.  Provide
compression posts and seismic bracing, and hanger wires for light fixtures, as
required.  Include the cost of cutting
tile for sprinklers, exit signs, and all other similar ceiling
penetrations.  Permanent markings to be
made on the floor to assure that grid will line up when the walls are
removed.  Main runners to run east west.


(Allowance
- All ceilings within demised area.)


B.            WALL ANGLES


Furnish
and install Donn wall angles at ceiling penetrations and perimeter of walls
that penetrate ceiling.


(Allowance
- All ceilings within demised area.)


09650 - RESILIENT FLOORING


A.            VINYL COMPOSITION TILE


Furnish
and install Armstrong Standard Excelon tile. 
Provide floor preparation as required. 
Color to be selected from Lessor’s standard samples.


(Allowance
for 10% of the useable floor area)


B.            BASE @
VCT FLOORING


Furnish
and install 21⁄2” top set cove rubber base, Burke or equal.  Color to be selected from Lessor’s standard
samples.


(Allowance
- All walls at VCT areas.)


C.            FLOORING TRANSITION REDUCER STRIP


Furnish
and install vinyl reducer strips at transitions between carpet and VCT flooring.  Color as selected from Owner’s standard
samples.



 3
 








(Allowance
- All carpet to VCT floor transitions.)


09680 - CARPET


A.            CARPETING & PAD


Furnish
and install Building Standard carpet by Designweave Design Basics Artiste. 30
oz. cut pile installed over Nova 5/16” pad, or Designweave Z6356-Techno – Loop Pile Graphic, 26 oz. .  Provide floor preparation as required.  Color to be selected from Lessor’s standard
samples


(Allowance
- Aggregate carpet and pad plus gluedown carpet allowance is 90% of the usable
floor area.)


B.            GLUE-DOWN CARPETING


Furnish
and install Designweave Centrepoint 26 oz. level loop pile.  Color to be selected from Lessor’s standard
samples.


(Allowance
- Aggregate carpet and pad plus gluedown carpet allowance is 90% of the usable
floor area.)


C.            CARPET BASE


Furnish
and install 21⁄2” top set straight rubber carpet base, Burke or equal.  Color to be selected from Owner’s standard
samples


(Allowance
- All walls at carpeted areas.)


09900 - PAINTING


A.            PARTITION WALL PAINT


Paint
walls with two coats of water-base flat paint, (eggshell finish not
allowed).  Color to be selected from
Owner’s standard samples.


(Allowance
- All exposed surfaces of building standard partitions including column wraps,
perimeter sill walls, and tenant side of building core walls and corridors.)


12512 - VERTICAL LOUVER BLINDS


A.            VERTICAL LOUVER BLINDS - ABOVE GROUND FLOOR


Re-use
existing hardware, furnish and install new 31⁄2” perforated PVC louver blades
manufactured by Sunstop, color white. 
Replace missing end caps, pulleys and weights, and other accessories,
matching existing hardware, as required


(Allowance
- One (1) per each exterior ground floor window.)


B.            VERTICAL LOUVER BLINDS - GROUND FLOOR


Vertical
louver blinds not allowed on ground floor for any interior courtyard space.


(Allowance
– None.)


15200 - FIRE SPRINKLER HEAD
REPLACEMENT


A.            SPRINKLER HEAD REPLACEMENT


Furnish
and install a new replacement brushed nickel plated escutcheon,
ceiling-mounted, semi-recessed fire sprinkler head to match existing.


(Allowance
- As required)



 4
 








15400 - PLUMBING:


A.            BUILDING STANDARD SINK (SK-1)


Furnish and install 18 gauge,
self-rimming stainless steel sink with crumb cup and strainer, Elkay
Lustertone, ADAR 2521, or equal by Just. 
Include cost of punching sink for filtered water dispenser, and 75 LF
each of waste, insulated water supply, and vent piping, and one core drilling
for waste line.  Work on the drain lines
in the plenum space below to be based on no tenant improvements in place that
would inhibit access.


B.            BUILDING STANDARD FAUCET (SK-1)


Furnish
and install gooseneck spout with wristblade handles and flexible hose spray,
chrome plated finish, Speakman SC-5795, or equal by Elkay, and connect to
piping.


C.            BUILDING STANDARD FILTER UNIT (WF-1)


Furnish
and install a single cartridge filter assembly, Everpure QC4 BH, or equal below
the sink and connect to piping.


D.            BUILDING STANDARD WATER HEATER (EWH-1)


Furnish 120V, 1.5 KW, 10 gallon
capacity, electric water heater suitable for mounting under counter top,
Lochinvar JRC0010E, or equal by A.O. Smith, and connect to piping.


E.             BUILDING STANDARD EXPANSION TANK (ET-1)


Furnish
and install a pre-pressurized diaphragm-type expansion tank for potable water
system, IAPMO/ASME rated.


F.             BUILDING STANDARD GARBAGE DISPOSAL


Furnish
and install Maytag Model No. FB20 with integral magnetic switch lid.  under-sink garbage disposal, and connect to
drain line.  (Note: separate wall switch
is not required.)


(Allowance
- One (1) each of above items in the lunch room, for tenant space over 10,000 usable
sq. ft.)


15500 - HEATING, VENTILATING AND
AIR CONDITIONING (HVAC):


A.            INTERIOR ZONE VAV TERMINAL UNITS


Furnish
and install one pressure independent VAV terminal unit, and specified ductwork
from main supply air duct.  See
specifications for complete description of work.


(Allowance
- One VAV unit per Interior Zone, area not to exceed 1,500 square feet.)


B.            PERIMETER ZONES VAV TERMINAL UNITS


Furnish
and install one pressure independent VAV terminal unit, and specified ductwork
from main supply air duct.  The VAV
terminal unit manufacturer shall furnish and install 120V/24V transformer and
wiring. See specifications for complete description of work.


(Allowance
- One VAV unit per Perimeter Zone, area not to exceed 1,000  usable square feet.)


C.            SUPPLY AIR DIFFUSERS


Furnish
and install diffuser, grille and ductwork from perimeter fan coil duct or VAV
terminal unit to supply air diffuser.


(Allowance
- One per 250 usable square feet.)


D.            RETURN AIR GRILLES


Furnish
and install return air grilles.


(Allowance
- One per 250 usable square feet.)



 5
 








E.             PATCH EXISTING UNUSED DUCT TAPS.


Patch
unused duct taps in the main supply air ductwork.


(Allowance
- All unused taps on the main supply air ducts.)


F.             TRANSFER 
AIR BOOTS


Furnish
and install transfer air boots through non-rated slab to slab walls.


(Allowance
- One per demising wall)


15950 - BUILDING MANAGEMENT
CONTROL SYSTEM


A.            THERMAL SENSOR


Furnish
and install one thermal sensor for each interior and each perimeter zone, and
connect  to core and shell building
management control system interface panel.


(Allowance
- One thermal sensor per zone.)


B.            VAV CONTROL CONTROLLER


Furnish
and install one Teletrol TSC-LE controller, air flow sensor, air flow station,
and Belimo 24V AC bi-directional damper operator , and connect to core and
shell building management control system interface panel.


(Allowance
- One per Tenant Improvement Building Standard VAV Zone.)


C.            FAN COIL CONTROLLER


Furnish
and install one Teletrol TSC-LE controller, current sensor and switch, and
connect to core and shell building management control system interface panel.


(Allowance
- One prorate portion of usable square feet area served per fan coil unit.)


D.            LIGHTING CIRCUIT CONTROLLER


Furnish
and install one Teletrol controller for each lighting circuit, and connect to
core and shell building management control system interface panel.


(Allowance
- One  per lighting circuit.)


E.             POWER CIRCUIT TRANSFORMER & TRANSDUCER


Furnish
and install one current transformer and Watt transducer for each 208-120V or
277-480V electrical power circuit, and connect to core and shell building
management control system interface panel, to monitor and record electrical
energy consumption.


(Allowance
- One each per power circuit.)


16000 - ELECTRICAL


A.                                    DUPLEX WALL RECEPTACLES


Furnish
and install wall mounted duplex outlet, complete with J-box, conduit and wire
for 110 volt service.  Outlet to be white
color, Leviton Decora Series.


(Allowance
- One per 200 sq. ft. of usable floor area, and one per Building Standard
telephone backboard.)


B.                              GFI ELECTRICAL RECEPTACLES


Furnish
and install GFI wall mounted duplex outlet, complete with J-box, conduit and
wire for 110 volt service.  Outlet to be
white color, Leviton Decora Series.



 6
 








(Allowance
- For each Lunch Room provided for tenant spaces over 10,000 usable square
feet: one each per garbage disposal and water heater; and one per countertop
circuit.)


C.                                    MODULAR FURNITURE POWER CONNECTION


Furnish and install wall mounted J-box, conduit, and
wire for specified number of required circuits to supply power to tenant
provided modular furniture.  Installation
shall comply with applicable code.  For
installation of furniture not adjacent to a wall or column, the electrical connection
shall be provided via a floor core. 
Power poles are not allowed.  Note:  this requirement also applies to any and all
telephone or data cabling to be installed in modular furniture.


(Allowance – None)


D.                                    TELEPHONE OR DATA WALL OUTLET


Furnish
and install one double-gang outlet box in stud wall, 3/4” empty conduit stubbed
above ceiling, with pull wire, at each work station.


(Allowance
- Approximately one (1) per 200 sq. ft. of usable floor area.)


E.                                      LIGHT SWITCHES


Furnish
and install two single pole, wall-mounted bilevel switching (A/B).  Switches shall be white in color, rocker
type, decora series by Leviton.


(Allowance
- One pair per 400 sq. ft. of usable floor area.)


F.                                      AUDIBLE FIRE ALARM DEVICE


Furnish
and install one wall-mounted building standard audible fire alarm, connected to
fire alarm system.


(Allowance
- Minimum to meet code.)


G.                                    VISUAL FIRE ALARM DEVICE


Furnish
and install one wall-mounted building standard strobe light visual alarm,
connected to fire alarm system.


(Allowance
- Minimum to meet code.)


H.                                    VOLUNTARY ALTERNATE - COMBINATION FIRE ALARM


Furnish
and install wall-mounted building standard combination strobe light and audible
alarm, connected to fire alarm system, in lieu of separate units, as required
by code.


(Allowance
- Minimum to meet code.)


I.                                         EXIT SIGN


Furnish
and install Lithonia, Precise Collection, green color lettering, connected to
emergency power circuit, as required by code.


(Allowance
- The lesser of one (1) per 1,500 sq. ft. of usable floor area or the minimum
number required by Code.)


J.                                      2’
x 4’ LIGHT FIXTURE


Furnish
and install Lithonia “Paramax” 2PM3 GA 332-18S 277V, 2’ x 4’ fully-recessed, 3”
deep, 18 cell parabolic fluorescent light fixture, complete with electronic
ballasts, necessary lighting circuit conduit and wiring; and three factory
installed, GE F32T8/SP35 Trimline or Sylvania FO32/735 Octron  T8 3500Ko lamps, with a CRI of 75.  Pairs of fixtures to be connected in a
slave/master configuration to meet Title 24 requirements, and to provide for
sharing of one of the electronic ballasts between the pairs of fixtures.



 7
 








(Allowance
- One (1) per 100 sq. ft. of  usable
floor area or as required by code.)


K.                                    2’ X 2’ LIGHT FIXTURE


Furnish
and install one 2’ x 2’ fully-recessed, 3” deep, 9 cell parabolic fluorescent
light fixture, same series as 2’ x 4’ Lithonia fixture noted above, complete
with electronic ballasts, necessary lighting circuit conduit and wiring; and
three factory installed GE F32T8/U6/SP35 Trimline or Sylvania FO32/735/6 Octron
T8 3500Ko lamps, with a CRI of 75. (Note: Pricing should take into account
conduit and wire already in place for 277 Volt lighting circuits, which is to
be utilized to the extent


(Allowance
- None.)


L.            EMERGENCY LIGHTING CIRCUIT CONNECTIONS


Furnish
and install required conduit and wire and connect lighting fixture to emergency
lighting circuit.


(Allowance
- Minimum required by Code)


M.           VAV TERMINAL UNIT & FAN COIL TRANSFORMERS


Furnish
and install one 120 Volt / 24 Volt transformer, conduit and 120 Volt wiring, on
each VAV terminal unit and each Fan Coil Unit.


(Allowance
- One per Perimeter Zone VAV Terminal Unit. [Perimeter Zone area not to exceed
1,000 square feet.] One per Interior Zone VAV Terminal Unit.  [Interior Zone area not to exceed 1,000
square feet.]  One per existing Fan Coil
Unit.)


Note: It is the responsibility of the Lessee to
install faceplates for telephone, television, data or other similar purposes,
utilizing the Leviton Decora Series.  If
a faceplate is not available within this manufacturer’s line for a special
purpose, then Lessee may install a custom plate.  The custom plate may need to be a Leviton
Decora Series antenna plate modified to suit the purpose, but in any event must
match the Decora white finish.  If other
than a standard or modified Leviton Decora Series plate, a color sample of the
plate must be submitted to Landlord for approval prior to ordering and
installing.



 8















PREMISES





Note: the cross-hatched space
shown above (presently common area lobby space) shall be made a part of the Premises.
Lessor, at Lessor’s sole cost and expense, shall improve the cross-hatched space
by constructing all necessary demising walls, and by providing HVAC, dropped ceiling,
lighting, fire/life/safety equipment and a glass-entry door to the space. The
design of the lobby and entrance to the Premises shall be as shown on Exhibit “C-5”.


 


EXHIBIT
“C-2”



 1















CONDUCT OF THE WORK


& RULES OF THE SITE


The following requirements shall apply to the conduct of
the work and the operations of the Contractor.


1.             Conditions Precedent to Start of Work


Before
Contractor may move materials, equipment, personnel, or any other items on the
site, Contractor must have delivered to Lessor:


a.                                       a fully executed Contract Agreement with Lessee to
perform the work of constructing the Lessee Improvements, and


b.                                      a Certificate of Insurance conforming to the
requirements of the Lease.  At no time
shall the Contractor perform work at the project site without the insurance in
force as required by the Lease.


2.             Non-Exclusive Use Sites & Facilities


Other
contractors may be at work at the site. 
Contractor shall schedule its work so it does not interfere with, or
impede the progress of other work at the site, including work done by Lessor’s
own forces.  Any work that is in conflict
shall be rescheduled by the Contractor without any Lessor liability for costs
or expenses incurred in connection with such rescheduling.


3.             Building
Keying Requirements


Contractor
shall contact Lessor’s Project Manager at the start of construction for
instructions on the permanent building keying. 
All permanent keying to be established by Lessor and the tenant during
the hardware submittal approval process.


4.             Lessor Approval to Start Work


Contractor
will not be allowed to move into an area of the Building other than the
Premises until approval is given by Lessor.


5.             Contractor Storage Areas


Materials
and tool storage will be limited to the areas for which access has been
granted.  Space available to Contractor
for his job office, lock-ups, etc., will be in the areas for which access has
been granted by Lessor.


6.             Contractor Clean-up


Contractor,
at his expense, must clean up the work area recurrently on a daily basis and
deposit all non-hazardous rubbish and waste material in containers located in
the loading dock area, provided by the Lessor. 
The Lessor will pay all costs associated with the rental, and
transportation of the containers, and the disposal costs.  No open fires or rubbish burning is
allowed.  Do not pour any materials or
liquids down the building sanitary waste or storm drain lines.


7.             Delivery & Distribution of Materials &
Equipment


a.                                       All material deliveries and debris removal shall
be made as expeditiously as possible through the loading dock and service
elevators, where applicable.  The
Building has no dedicated freight elevators. All elevators are passenger/freight
elevators, which the Contractor shall be responsible for protecting during use
for construction purposes.


b.                                      Materials may need to be delivered from exterior
of Building by crane or fork lift and brought over balconies through sliding
glass doors.  The Contractor and/or
Lessee will be responsible for protecting existing improvements on the
exterior, and responsible for repairing any damage caused by any Contractor or
subcontractor activities on the exterior of the Buildings.  The location and scheduling of such hoisting
is to be approved in advance by Lessor’s Project Manager. The loading dock area
may be utilized for material deliveries with Lessor’s approval.


c.                                       As conditions permit, the elevators will be
available for use under the following conditions.  Service elevators cannot be monopolized
during Normal Hours.  Contractor will be
afforded


 


EXHIBIT “C-3”



 1
 









these
facilities at such times during Normal Hours as is convenient to the Lessor. If
these facilities are not available to Contractor during Normal Hours,
Contractor shall make arrangements with the Lessor for use outside of Normal
Hours.


d.                                      Contractor will be afforded unloading areas as
prearranged with the Lessor’s Project Manager. 
All materials unloaded at these areas will be moved to the area of use
immediately, and shall not be stored or used in a way which adversely impacts
use of the Building.  Contract shall
relocate any stored materials or equipment which interfere with the operation
of the Building or other contractors at the Building.


8.             Protection of Existing Improvements


a.                                       At the start of Construction, and throughout the
course of Construction, Contractor shall provide damp walk-off mats at
entrances to construction areas from freight elevator and stairwells and shall
protect all existing and new walls and flooring where needed, as directed by
Lessor’s Project Manager, including protecting carpeted areas by covering with
Masonite, if Lessor deems it necessary.


b.                                      Lessee and/or Contractor shall also be responsible
for damage caused by Contractor or his subcontractors to any other new or
existing work.  Any such damages will be
promptly repaired at no cost and to the satisfaction of the Lessor.


9.             Designated Storage Areas


a.                                       Any activity that in Lessor’s judgment materially
interfere with existing tenants’ use of the their space, because of the noise
or offensive odors generated, other disruptive activities, or health hazards
created such as x ray work, must be done outside of Normal Hours, or other late
or week-end non-office activities in the Building.


b.                                      Contractor will be afforded on-site storage areas
for materials and equipment, if available, in areas designated by Lessor’s
project manager. Any stored material, shed, office, etc., which interferes with
orderly progress of the work, or the operation of the building, shall promptly
be relocated or removed from the site as directed by Lessor.  An approved flammable liquid storage locker
shall be provided by the Contractor to store all flammables left on site.  Paints and thinners must be brought to site
as needed and not stockpiled on the floor. 
No linseed oil products may be used without expressed prior written
permission of the Lessor.  Rags used with
flammable materials shall not be stored on site.  Contractor is solely responsible for the
safe-keeping and protection of all his stored material and that of his
subcontractors.


10.           Compliance With Codes, Laws & Regulations


Contractor
shall comply with all applicable codes, laws and regulations pertaining to the
Construction, including all safety and health regulations.  Spray painting may not be done during the
day, without specific written permission from Lessor.  Permits, if required, must be secured from
the Fire Department for any spray application and work must comply with all
Fire Department regulations and those of other regulatory agencies having
jurisdiction, including AQMD.


11.           Delay or Interference With Other Work at the Site


a.                                       Contractor will not engage in any labor practice
that may delay or otherwise impact other work at the Building.


b.                                      The Contractor shall in no way interfere with or
endanger the normal pedestrian and vehicular traffic adjacent to the project
site, nor interrupt the flow of traffic in and out of the Building.  The Contractor shall provide his own traffic
control personnel as required, at its expense.


12.           Designated Parking Areas


There
will be designated parking on site made available for Contractor and
subcontractor personnel, in areas designated by the Lessor’s project manager.



 2
 









13.           Contractor Access to the Site & Work Area


Contractor and all subcontractor
personnel, materials, tools and equipment are to enter and exit the building
only through the service entrance and elevator, and are to go to the work
floor(s) on the service elevators or stairwells only.  Use of the passenger elevators is expressly
prohibited in all circumstances.  Lessor
may at any time initiate a check-in/check-out system, for all people and
materials in the Building, and the Contractor agrees to cooperate with any such
system. Contractor shall secure its own work space after working hours, at the
earliest opportunity.


14.           Verifying Existing Conditions


Before
ordering material or doing work which is dependent upon existing building
conditions for proper size or installation, the Contractor shall verify all
dimensions by taking measurements at the site and shall be responsible for
correctness of same.  If there are any
conflicts, notify CDC’s project manager.


15.           Food Consumption on Site


The
Lessor will control any vending machines, concessions, etc., permitted onsite
at the Building.  Food shall be consumed
in designated areas only, which the Contractor must keep in a cleaned-up
condition and shall provide waste receptacle for workers’ use.


16.           Identification Signs


Contractor
shall not be permitted any identifying signage except for informational and
directional signage as approved by the Lessor prior to installation


17.           Contractor’s On-Site Supervision


At
all times during his construction activities, Contractor shall have supervisory
personnel onsite.  Such supervisory
personnel shall be fully authorized to coordinate and authorize Contractor’s
work, and respond for the Contractor, as necessary, so that all work proceeds
in a timely and well-ordered fashion. 
Contractor may be requested to carry a Lessor two-way radio to
facilitate communications.


18.           Cutting & Patching


No
cutting or patching of Lessor’s premises or installations, or those of any
building occupant, shall be permitted without Lessor’s prior written consent.


Requests
for permission to do cutting shall included explicit details and description of
work.  Such cutting and patching shall
not diminish the structural integrity of the building components or systems.
Contractors should be aware that the Building floor slabs are post-tensioned
concrete.  Any x-ray work required, in
connection with the cutting and patching, must be done outside of Normal Hours,
and will require scheduling five days in advance to allow notification of other
tenants.


19.           Work in Occupied Areas


If
any work is to be done in occupied areas, such work is to be done only with
Lessor’s explicit written permission, when and as directed by Lessor.  Such work is to be done only under the direct
supervision of a competent member of the Contractor’s staff.  The area is to promptly be repaired and
returned to a fully functioning, complete, and clean condition.


20.           Work on Base Building Systems


All
Life/Safety systems of the Building are to be maintained, and all of the
Contractor’s work is to be properly interfaced with and connected to the Base
Building systems as required by the Lease and Laws, or by Building
operation.  All construction is to be
done in such a way as to protect all Base Building operations and warranties.


21.           Final Cleanup


In
addition to cleaning requirements described elsewhere, the Contractor shall, in
preparation for substantial completion or occupancy of the project by each
individual tenant, shall coordinate its final cleaning with Lessor’s final
cleaning operations in the Contractor’s work area.  Contractor may utilize Lessor’s cleaning contractor,
the cost for which the Contractor would negotiate and pay for directly.



 3
 









22.           Verifications of Conditions


Before
the Contractor starts work in the Premises, Contractor shall ascertain that the
area is in a safe and sanitary condition, and shall maintain the area as
necessary, (at Contractor’s sole cost and expense), in a safe and sanitary
condition, and to standards meeting all applicable Laws.


23.           Weekly Coordination/Job Progress Meetings


Lessor
will require weekly coordination/job progress meetings.  The Contractor shall attend with a
representative empowered to speak and act on the Contractor’s behalf.  The Contractor shall be responsible for
preparing all meeting minutes, which designate the  responsible party for follow-up, and for
distribution of those minutes within 48 hours of meeting.


24.           As-Built Drawings


Contractor
shall maintain a complete set of marked-up construction drawings prints, neatly
drawn and legibly lettered, and used exclusively for the purpose.  Such as-built drawings, which are subject to
Lessor inspection without notice, shall be prepared contemporaneously with all
changes and additions to the Project. The as-built drawings shall be submitted
to the Lessor’s project manager, prior to final payment in the required CADD
form with paper copies as required.


25.           Punch List Preparation


The
Contractor shall notify Lessor’s Project Manager at least one week in advance
of completion of construction.  A walk
through and punch list shall be made on each job for distribution by Contractor.


26.           Notification of Injuries


Lessor’s
Project Manager shall be promptly notified in writing of any accident or injury
to its personnel, representatives, assigns, visitors or any other persons on
the premises, which result from the Contractor’s activities.


27.           Coordination of Non-Regular Work Activities


All
construction or on-site activity during other than Normal Hours will be
coordinated before-hand with the Lessor. 
Except in an emergency, a minimum of 24 hours notice will be required.


28.           Coordination of Work With Assigned Subcontractors


Contractor
shall provide electrical power to the DDC controls as soon as possible to allow
timely completion of that work.  If
necessary, provide separate circuits for the purpose. When lights are installed
and circuits activated, the lights must be connected to the DDC Control
System.  The cost of lights left on after
Normal Hours will be assessed against the Contractor and deducted from the
contract sum.


29.           Site Prohibitions


No
smoking is allowed in the building according to State Law.


No
radios, or other amplified sound devices are allowed at the project site, and
no pets or other animals are allowed on site, including parking areas.


No
sunflower or other seeds, chewing tobacco, drugs or alcohol are allowed on
site.


No
persons impaired by drugs or alcohol are allowed on site.


30.           Amendment to These Rules


These
rules may be unilaterally amended or revised by Lessor from time to time and
Lessor shall give Lessee notice thereof.



 4















CONTINENTAL CONSTRUCTION PROJECT
CLOSE OUT PACKAGE ACCEPTANCE CHECK LIST


Continental Construction Project Close Out
Package Acceptance Check List


 


Job Name: 


Job Number:


Project Manager:


Contractor:


Date of City Final:


 


No Closeout Package Required (Explanation)


 


	
   

  	
   

  	
  Date

  	
   

  	
  Date

  	
   

  	
   

  	
   

  	
  Initials

  	
   

  	
  Initials

  	
   

  	
  Date

  	
   

  	
  Initials

  	
   

  
	
  Item

  	
   

  	
  Received

  	
   

  	
  Rejected

  	
   

  	
  Reason

  	
   

  	
  (Const)

  	
   

  	
  (PMgmt)

  	
   

  	
  Complete

  	
   

  	
  (Const)

  	
   

  
	
  Reproducible As Builts
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Architectural

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mechanical

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Electrical

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Plumbing

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fire / Life /
  Safety

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fire Sprinkler

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Architectural Finish
  Specifications / Samples

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other
  Specifications

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Key to Extinguisher
  Cabinets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Keys to Electrical
  Panels

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Manufacturer Manuals
  & Equipment Cut Sheets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Warranties

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed City Inspection
  Cards

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Copies of Original
  Permit Set of Plans

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Copies of Final/Unconditional Lien Releases

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Follow Up Notes:


 


NOTES:


1.                                       List of all subcontractors  must be
provided with the closeout package. A sub list shall also be provided at the
beginning of the job. The list shall include: Company Name, Address, Contact
person, Phone #, Fax #, Email Address, Contractor’s License # City Business
License #, Supervisor’s Name and Phone #.


2.                                       The Permit Application Card  with
building and fire inspection sign off.


3.                                       City Permit Inspection Card with
signoff signatures for building and fire.


4.                                       Permit Set of Plans to be submitted in
good & legible condition. (Not to be used as scrap paper or a doodle pad).


5.                                       As Built Plans legibly marked with any
changes, stamped with the contractors identifying stamp and stamped as, AS
BUILT or RECORD SET and signed by the job superintendent or the job project
manager with their name clearly printed adjacent to the signature. Two sets of
plans, one shall be reproducible.


6.                                       Fire Life Safety Permit Set stamped
with the installing contractors identifying stamp and stamped as, AS BUILT and
signed by the installing craft supervisor or Project Manager with their name
clearly printed adjacent to the signature. Two sets, one (1) shall be
reproducible.


7.                                       Fire Sprinkler Permit Set  stamped with
the installing contractors identifying stamp and stamped as, AS BUILT and
signed by the installing craft supervisor or project manager with their name
clearly printed adjacent to the signature. Two sets, one (1) shall be
reproducible.


8.                                       Mechanical Permit Set stamped with the
installing contractors identifying stamp and stamped as, AS


 


EXHIBIT “C-4”



 1
 









BUILT and signed by the installing craft supervisor or
project manager with their name clearly printed adjacent to the signature. Two
sets, one (1) shall be reproducible.


9.                                       Air Balance Report stamped with the
testing contractors identifying stamp signed by the test mechanic with their
name clearly printed adjacent to the signature. Two sets. Note: Some buildings require “Certified Air
Balance Reports.” The Air Balance Report shall have an accompanying drawing
referencing each VAV and diffuser.


10.                                 Electrical Permit Set stamped with the
installing contractors identifying stamp and stamped as, AS BUILT and signed by
the installing craft supervisor or project manager with their name clearly
printed adjacent to the signature. Two sets, one (1) shall be reproducible.


11.                               Electrical
Panel Schedules:  A current “as
connected” Typed copy to be installed at the electrical panel and one copy of
the same, included with the close out packages.


12.                                 Plumbing Permit Set stamped with the
installing contractors identifying stamp and stamped as, AS BUILT and signed by
the installing craft supervisor or project manager with their name clearly
printed adjacent to the signature. (Must show supply line shut offs &
cleanouts locations, etc) Two sets, one (1) shall be reproducible.


13.                                 Operating Manuals and Equipment Warranties:
Original Copies of all equipment operating manuals and equipment warranties
showing the start up dates. All warranties shall be dated as the date the
General Contractors Warranty begins.


14.                               Conditional
Waiver and Release Upon Final Payment  original documents for every
subcontractor who performed work on said job.



 2















 


GLASS DOOR ENTRY





EXHIBIT “C-5”



 1















BUILDING STANDARD SERVICES AND
UTILITIES


The furnishing of building
services and utilities to Lessee shall be accomplished in accordance with and
subject to the terms and conditions set forth in this Exhibit and elsewhere in
this Lease.  Lessor reserves the right to
adopt from time to time such reasonable modifications and additions hereto as
Lessor may deem appropriate.


1.             Subject to the full performance by Lessee of all of
Lessee’s obligations under this Lease, Lessor shall, during Normal Hours as set
forth in Section 1.1 of this Lease (“Normal Hours”), provide the standard
building services and utilities set forth in this Paragraph 1.  Lessor shall:


(a)           Provide automatic elevator facilities during all hours.


(b)           Provide to the Premises, during Normal Hours, heating,
ventilating and air conditioning (“HVAC”) when in the judgment of Lessor, it
may be required for the comfortable occupancy of the Premises for general
office purposes (subject, however, to any governmental act, proclamation or
regulation).  Lessor shall not be
responsible for any room temperatures if Lessee’s lighting and receptacle loads
exceed those listed in Paragraph 1(c) of this Exhibit, or if the Premises are
used for other than general office purposes.


(c)           Provide to the Premises, during Normal Hours, electric
current for routine lighting and the operation of general office machines such
as typewriters, dictating equipment, desk model adding machines, photocopy
machines and desk top computers incidental to the conduct of normal general office
business, which use 110/220-volt electric power, not to exceed the reasonable
capacity of Building Standard office lighting and receptacles, and not in
excess of limits imposed by any governmental authority.  Specifically, the requirement shall not exceed
an average of 3 watts per usable square foot of the Premises.  Lessee agrees, should its electrical
installation or electrical consumption be in excess of the aforesaid use or
extend beyond Normal Hours, to reimburse Lessor for the excess utilities as provided
in Article 11 of this Lease.


(d)           Provide at all times reasonably necessary water for
restrooms and other facilities, if any, furnished by Lessor in amounts in
proportion to the size of the Premises relative to the Building.


(e)           Provide janitorial services to the Premises each evening,
Monday through Friday (except state and/or Federal holidays), provided the
Premises are used exclusively in accordance with Section 1.1 and Article 6 of
this Lease, and are kept reasonably in order by Lessee.  Lessee shall pay to Lessor the cost of
removal of any of Lessee’s refuse and rubbish, to the extent that the same
exceeds the refuse and rubbish usually attendant upon the use of the Premises
for general office purposes.  Lessor
shall not be responsible or liable for any act or omission or commission on the
part of the persons employed to perform said janitorial services, and said
janitorial services shall be performed at Lessor’s direction without
interference by Lessee or Lessee’s Employees.


2.             Lessor shall only have the obligation to replace
Building Standard fluorescent light bulbs, tubes and ballasts in the Premises
throughout the Term.   Only fluorescent
and halogen lighting shall be permitted in the Premises.  The Lessor may, at Lessor’s sole discretion,
adopt a system of periodic relamping and reballasting the Building Standard
fluorescent fixtures on a group basis in accordance with good practice, but
shall have no obligation to replace, repair, maintain, service or otherwise
perform any work on any light fixtures in the Premises other than Lessor’s
Building Standard fluorescent fixtures. 
Lessee shall be solely responsible for the replacement, repair,
maintenance and service, including all costs thereof relating to any lighting
fixtures in the Premises which are not the Building Standard fluorescent
fixtures.


3.             No electrical equipment, air conditioning or heating
units, or plumbing additions shall be installed, nor shall any changes to the
Building’s HVAC, electrical or plumbing systems be made without the prior
written consent of Lessor, which consent shall be subject to Lessor’s sole and
absolute discretion.  In the event any
changes or additions are requested and provided, then Lessee understands and
agrees to maintain and/or repair the equipment and/or additions installed.  Lessor reserves the right to designate and/or
approve the contractor to be used by Lessee. 
Any permitted installations shall be made under Lessor’s
supervision.  Lessee shall pay any
additional cost on account of any increased support to the floor load or
additional equipment required for such installation, and such installations
shall otherwise be made in accordance with Section 7.2 of this Lease.


4.             Lessor shall not provide in the Premises, reception
outlets or television or radio antennas for television or radio broadcast or
reception, and Lessee shall not install any such equipment without the prior
written consent of Lessor, which consent can be withheld in Lessor’s sole and
absolute discretion.


5.             Lessee
shall not, without the prior written consent of Lessor, use any apparatus,
machine or device in the Premises, which will in any way increase the amount of
electricity or water usually furnished or supplied for use of the Premises as
general office space, nor connect with electric current, except through
existing outlets in the Premises, any apparatus or device for the purpose of
using electric current in excess of that usually furnished or supplied for use
of the Premises as general office space.


 


EXHIBIT “D”



 1
 









6.             Lessee shall separately arrange with the applicable
local public authorities, utility companies and telephone companies, as the
case may be, for the furnishing of, and payment of, all telephone services as
may be required by Lessee in the use of the Premises; provided, however, that
Lessee shall neither bear the cost of nor be responsible for installation of
the telephone wiring stubbed to the telephone room.  Lessee shall directly pay for such telephone
services, including the establishment and connection thereof, at the rates
charged for such services by said authority, telephone company or utility, and
the failure of Lessee to obtain or to continue to receive such services for any
reason whatsoever shall not relieve Lessee of any of its obligations under this
Lease nor constitute a breach of this Lease by Lessor.


7.             Lessee agrees to cooperate fully at all times with
Lessor to assure, and to abide by all regulations and requirements which Lessor
may prescribe for the proper functioning and protection of the Building’s HVAC,
electrical, security (if any) and plumbing systems.  Lessee shall comply with all Laws now in
force or which may later be enacted or promulgated in connection with building
services furnished to the Premises, including, without limitation, any
governmental rule or regulation relating to the heating and cooling of the
Building.


8.             Lessor shall provide to the Lessee at the time of Lessee’s
move-in a minimum of two (2) sets of keys to the Lessee’s suite regardless of
the size of the suite. A set of keys shall consist of one key for the entrance
door to the suite and one key for the entrance door to the Building. In
addition to the initial two (2) sets of keys the Lessor shall provide, as a
standard allowance, one (1) set of keys per 1,000 usable square feet of the
Premises. The costs of such keys shall be part of the Tenant Improvement
Allowance, if there is one. All keys and locksmith charges for any other work
(extra keys, interior suite door keys, or rekeying any lock in the suite after
the move-in) shall be charged to the Lessee as an additional service.



 2















RULES AND REGULATIONS


1.             The sidewalks, entrances, exits, passages, parking
areas, courts, elevators, vestibules, stairways corridors, terraces, lobbies or
halls shall not be obstructed or used for any purpose other than ingress and
egress.  The halls, passages, entrances,
exits, elevators and stairways are not for the use of the general public, and
Lessor shall retain the right to control and prevent access thereto of all
persons whose presence, in the judgment of Lessor, is deemed to be prejudicial
to the safety, character, reputation and interests of the Building and its
tenants.  No tenant shall go up on the
roof of the Building.


2.             No curtains, blinds, shades or screens shall be attached
to or hung in, or used in connection with, any window of the Premises other
than Lessor’s standard window covering; without Lessor’s prior written
consent.  No electric ceiling fixtures,
other than those installed by Lessor are permitted. Neither the interior nor
exterior of any windows shall be coated or otherwise sunscreened without the
prior written consent of Lessor.


3.             No sign, picture, placard, advertisement notice,
lettering, direction or handbill shall be exhibited, distributed, painted,
installed, displayed, inscribed, placed or affixed by any tenant on any part of
the exterior of the Premises, the Building, the Property, or Continental Park,
or the interior of the Premises which is visible from the exterior of the
Premises, without the prior written consent of Lessor.  In the event of the violation of the foregoing
by any tenant, Lessor may remove same without any liability, and may charge the
expense incurred in such removal to the tenant violating this rule.  Interior signs on doors shall be inscribed,
painted or affixed for each tenant by the Lessor at such tenant’s expense, and
shall be of a size, color and style acceptable to the Lessor.  Nothing may be placed on the exterior of
corridor walls or corridor doors other than Lessor’s building standard sign on
the corridor door, applied and installed by Lessor.


4.             Lessee shall not, and Lessee shall not permit Lessee’s
Employees to, drill into, or in any way deface any part of the Premises,
Building, or Property.  No boring,
cutting or stringing of wires or any floor coverings shall be permitted, except
with the prior written consent of the Lessor.


5.             No bicycles, vehicles, birds or animals (except guide
dogs) of any kind shall be brought into or kept in or about the Premises or the
Building, and no birds or animals (except guide dogs) shall be brought into or
kept in or about the Building.  No
cooking shall be done or permitted by Lessee on the Premises, except that the
preparation of coffee, tea, hot chocolate and similar items for Lessee shall be
permitted, and Lessee shall also be permitted to heat foods in a microwave oven
for use by Lessee or its employees; provided, however, that the power required
shall not exceed that amount which can be provided by a 30-amp circuit.  No Lessee shall cause or permit any food,
unusual or objectionable odors or smells to be produced or to permeate the
Premises or common areas of the Building.


6.             The Premises shall not be used for manufacturing or for
the storage of merchandise except as such storage may be incidental to the use
of the Premises for general office purposes. 
No Lessee shall occupy or permit any portion of the Premises to be
occupied as an office for any persons other than those persons employed by
Lessee and conducting the business of Lessee for which this Premises was
originally rented without the prior written consent of Lessor.  No Lessee shall sell or permit retail sales
of any goods or merchandise in or on its Premises.  No Lessee shall engage or pay any employees
on its Premises except those actually working for such Lessee on its Premises,
nor shall any Lessee, without Lessor’s prior written consent, use the Premises
address in any advertisements for laborers working at a location other than the
Premises.  No Premises shall be used for
lodging or sleeping or for any immoral or illegal purposes.


7.             No Lessee shall make, or permit to be made, any noises
which disturb other occupants of the Building, or Continental Park, whether by
the use of any musical instrument, radio, television, phonograph, screening
room, loud, unusual or disruptive noise, or in any other way.  No Lessee shall use, keep or permit to be
used any foul or noxious gas or substance in, on or about the Premises.


8.             Lessee shall not at any time bring or keep, and Lessee
shall not permit Lessee’s Employees to at any time bring or keep, within the
Premises or the Building, any flammable, combustible or explosive fluid,
chemical substance or material.  Electric
spaceheaters shall not be used at any time by Lessee or Lessee’s Employees.


9.             No new or additional locks or bolts of any kind shall be
placed upon any of the doors by Lessee, nor shall any changes be made in
existing locks or the mechanism thereof without the prior written consent of
Lessor.  If Lessor consents in writing to
such a lock change, Lessee must furnish Lessor with a key.  Lessee must, upon the termination of its
tenancy, give, return and restore to Lessor all keys of stores, offices, vaults
and toilet rooms, either furnished to, or otherwise procured by Lessee, and in
the event at any time of any loss of keys so furnished, Lessee shall pay to
Lessor the cost of replacing the same or of changing the lock or locks opened
by such lost key if Lessor shall deem it necessary to make such changes.


10.           Furniture,
freight, packages, equipment, safes, bulky matter or supplies of any
description shall be moved in or out of the Building, only after Lessor has
been furnished with prior notice and approved thereof in writing and only
during such hours and in such manner as may be prescribed by the Lessor from
time to time.  The scheduling


 


EXHIBIT “E”



 1
 









and manner of all Lessee move-ins and move-outs shall be
subject to the discretion and approval of Lessor, and said move-ins and
move-outs shall only take place after 7:00 p.m. on weekdays, on weekends, or at
such other times as Lessor may designate. 
Lessor shall have the right to approve or disapprove the movers or
moving company employed by Lessee, and Lessee shall cause said movers to use
only the loading facilities and elevators designated by Lessor.  In the event Lessee’s movers damage the
elevator or any other part of the Property, Lessee shall immediately pay to
Lessor the amount required to repair said damage.  The moving of safes or other fixtures or
bulky or heavy matter of any kind must be done under the Lessor’s supervision,
and the person employed by any Lessee for such work must be acceptable to
Lessor, but such persons shall not be deemed to be agents or servants of the
Lessor, and Lessee shall be responsible for all acts of such persons.  The Lessor reserves the right to inspect all
safes, freight or other bulky or heavy articles to be brought into the Building
and to exclude from the Building all safes, freight or other bulky or heavy
articles which violate any of these Rules or this Lease of which these Rules
are a part.  The Lessor reserves the
right to determine the location and position of all safes, freight, furniture
or bulky or heavy matter brought onto the Premises, and Lessor shall have the
right to require that same be placed upon supports approved in writing by
Lessor to distribute the weight.


11.           No furniture shall be placed in front of the Building, or
in any lobby or corridor or balcony, without the prior written consent of
Lessor.  Lessor shall have the right to
remove all non-permitted furniture, without notice to Lessee, and at the
expense of Lessee.


12.           Lessor reserves the right to disapprove any vendor,
including but not limited to, those which provide the following services or
products:  water, ice, towel, janitorial,
maintenance, delivery, courier, private postal, or other like services.  No Lessee shall obtain or purchase food or
beverages on the Property from any vendor or supplier except at hours and under
regulations established by Lessor.


13.           Lessor shall have the right to prohibit any advertising by
any Lessee which, in Lessor’s opinion, tends to impair the reputation of the
Building or its desirability as an office building and, upon written notice
from Lessor, Lessee shall immediately refrain from or discontinue such
advertising.


14.           Lessor reserves the right to exclude from the Building
between the hours of 6:00 p.m. and 7:00 a.m., Monday through Friday, and at all
hours on Saturday, Sunday and state and/or Federal holidays, all persons who
are not authorized by Lessee.  Such authorization
shall be in accordance with procedures established by Lessor in its sole and
absolute discretion.  Each Lessee shall
be responsible for all persons whom it causes to be present in the Building and
shall be liable to Lessor for all acts of such persons. In the case of
invasion, riot, public excitement, Act of God, or other circumstance rendering
such action advisable in Lessor’s opinion, Lessor reserves the right to prevent
access of all persons, including Lessee, to the Building during the continuance
of the same by such actions as Lessor may deem appropriate, including the
closing and locking of doors.


15.           All of Lessee’s Employees, while in the Building and
outside of the Premises, shall be subject to and under the control and
direction of Lessor (but shall not be deemed to be an agent or servant of
Lessor), and Lessee shall be responsible for all acts of such Lessee’s
Employees.


16.           All doors opening onto public corridors shall be kept
closed, except when in use for ingress and egress.  All doors leading to equipment and utility
rooms shall be kept closed.


17.           Canvassing, soliciting and peddling in the Building are
prohibited and each Lessee shall cooperate to prevent the same.


18.           All office equipment of any electrical nature (other than
that office equipment which is typically used in normal office uses and which
does not cause excessive vibration noise or annoyance) shall be placed by
Lessee in the Premises in settings and locations approved in writing by Lessor,
to absorb or prevent any vibration, noise or annoyance.


19.           No air conditioning unit or other similar apparatus shall
be installed or used by Lessee without the prior written consent of Lessor.


20.           Lessee shall faithfully observe and comply with the terms
of any and all covenants, conditions and restrictions recorded against the
Property.


21.           Restrooms and other water fixtures shall not be used for
any purpose other than that which the same are intended, and any damage
resulting to the same from misuse on the part of Lessee shall be paid for by
Lessee.  Each Lessee shall be responsible
for causing all water faucets, water apparatus and utilities to be shut off
before such Lessee leaves the Premises each day, and Lessee shall be liable for
any waste or damage sustained by other tenants or occupants of the Building or
Lessor as a result of Lessee’s failure to perform said duty.


22.           The Building is equipped with an electronic access control
device.  Lessee shall give Lessor the sum
of ten dollars ($10.00) for each identification key or card issued to Lessee as
a deposit against the return of the identification key or card to Lessor.



 2
 









23.           The terms used in this Exhibit shall have the same
meanings as defined in the respective Lease for each Lessee, unless a contrary
meaning is expressly set forth herein. For all purposes of this Exhibit, (i)
the term “Lessee” shall be defined as the respective tenant under each Lease to
which this Exhibit is attached and to all other tenants of the Project and
shall include and encompass each of those tenants’ employees, agents,
contractors, licensees and invitees, and (ii) the term “Premises” shall be
defined as the respective Premises leased under each Lease to which this
Exhibit is attached and to the Premises of all other tenants of the Building.


24.           No
distress sale, fire sale, bankruptcy sale, liquidation, relocation sale,
closing sale, going-out-of business sale, auction, sheriff’s sale, receiver’s
sale, or any other sale that, in Lessor’s opinion, adversely affects the
reputation of the Building or suggests that the business operations are to be
discontinued in the Premises shall be advertised or conducted in or about the
Premises.


25.           Lessee
shall not place any grease or cooking oil into any trash compactor, normal
garbage containers, floor drains, sink drains or toilets.



 3















PARKING FACILITIES


So
long as the Lease pertaining to the Premises remains in effect, and Lessee is
not in default thereunder, Lessee shall, during the term of the Lease, (a)
grant Lessee monthly parking privileges for Lessee, for Lessee’s employees, and
for any additional persons agreed to by Lessor, for that number of automobiles
in the aggregate set forth in Section 1.1 [Monthly Parking Permit Charges] at
the monthly rates or charges from time to time established by Lessor in its
sole discretion, and (b) park said automobiles in the Parking Facilities.  Lessor may, in its sole discretion, modify
said rates or charges from time to time during the term of the Lease. In each
case, Lessee shall enter into parking licenses or lease agreements or other
arrangements then in use by Lessor (or Lessor’s operator) with respect to such
monthly parking.  Lessor may, from time
to time during the term of the Lease, relocate any or all of Lessee’s reserved
parking spaces from one location to another within the Parking Facilities as
Lessor may elect in its sole discretion. 
Lessee understands that as a condition to its obtaining the parking
privileges provided by the Lease, Lessee shall not charge any other person or
company for parking.


A condition of any parking shall
be compliance by all parkers with parking rules and regulations and all
modifications and additions thereto from time to time established by Lessor (or
Lessor’s operator) in their sole discretion, including any sticker or other
identification system established by Lessor (or Lessor’s operator).  Lessor (and Lessor’s operator) shall not be
responsible to Lessee for the non-performance of any of said rules and
regulations by any other parker.  The
rules and regulations for the Parking Facilities are as follows:


RULES AND REGULATIONS


1.             Parking hours are currently established from 7:30 a.m.
to 6:30 p.m., Monday through Friday. Lessee shall have parking privileges
during any other times or on Saturdays, Sundays, or state and/or Federal
holidays, but Lessor shall not have the obligation to enforce reserved permits
or the number of permits allocated to Lessee hereunder.  Lessor retains the right to change these
hours or the manner of operation of the Parking Facility in the exercise of its
reasonable discretion.  Overnight
parking is at the vehicle owner’s risk. 
Lessee must provide Lessor with written notification of any of its
vehicles parked in the space for more than twenty-four (24) continuous
hours.  Lessee shall provide Lessor with
the make, model, color, license plate number, parking permit number, and shall
indicate the date the vehicle will be parked overnight in the parking
facilities.  Long-term vehicle storage is
prohibited.  No vehicle may be parked in
any stall for more than forty-eight (48) continuous hours.


2.             Automobiles must be parked entirely within the stall
lines on the pavement.


3.             All directional signs and arrows must be observed.


4.             The speed limit shall be 5 miles per hour.


5.             Parking in areas not striped for parking is prohibited.


6.             Parking stickers or any other device or form of
identification supplied by Lessor (or its operator) shall remain the property
of Lessor (or its operator).  Such
parking identification device must be displayed as required and may not be
mutilated in any manner.  The serial
number of the parking identification device may not be obliterated.  Parking identification devices are not
transferable or assignable and any parking identification device in the
possession of any unauthorized holder will be void.  There will be a deposit of $10.00 required
for each parking card and a replacement charge to Lessee or person designated
by Lessee of $10.00 for loss of any parking card, which amounts can be adjusted
from time to time by Lessor at its discretion.


7.             The monthly rate for parking is payable one (1) month in
advance and must be paid on or before the first day of each calendar month
during the entire term of the Lease. 
Failure to do so will automatically cancel all parking privileges and a
charge at the prevailing daily rate will be due.  No deductions or allowances from the monthly
rate will be made for the days a parker does not use the Parking Facilities.


8.             Lessor (and its operator) may refuse to permit any
person who violates the within rules to park in the parking area, and any
violation of the rules shall subject the automobile to removal from the parking
area at the parker’s expense.  In either
of said events, Lessor (or its operator) shall refund a pro rata portion of the
current monthly parking rate, and Lessee shall immediately return to Lessor the
parking card, sticker and any other form of identification supplied by Lessor
(or its operator).


9.             Parking area managers or attendants are not authorized
to make or allow any exceptions to these rules and regulations.


10.           Every
parker is required to park and lock his/her own automobile.  All responsibility for any loss or damage to
automobiles or any personal property therein is assumed by the parker.


 


EXHIBIT “F”



 1
 









11.           Loss or theft of parking identification devices from automobiles
must be reported to the parking area manager immediately, and a lost or stolen
report must be filed by the parker at that time.


12.           The Parking Facilities are for the sole purpose of parking
one (1) automobile per permit, unless otherwise permitted or changed by
Lessor.  Washing, waxing, cleaning or
servicing of any vehicle by the parker of his/her agents is prohibited, except
by persons expressly authorized in writing to do so, in advance, by Lessor.


13.           Lessor (and its operator) reserves the right to refuse the
issuance of monthly stickers or other parking identification devices to any
Lessee and/or its employees who refuse to comply with the above Rules and
Regulations and all posted and unposted city, state or federal ordinances, laws
or agreements.


14.           Any vehicle parked improperly may be
towed away.  Lessor may place a “boot” on
any vehicle improperly parked, and may levy a charge to remove the “boot.”  Lessee shall indemnify, hold and save
harmless Lessor of any liability arising from the towing or booting of any
vehicles belonging to Lessee or to Lessee’s Employees.


15.           No
vehicle shall be parked as a “billboard” vehicle in the Parking Facilities.


16.           Lessee agrees to acquaint all employees with these Rules
and Regulations.



 2














RIDER NO. ONE


OPTION TO EXTEND TERM


This Rider No. One for OPTION TO
EXTEND (“Rider”) is
attached and made a part of that certain Lease between The Plaza CP LLC, a
California limited liability company (“Lessor”), and Manhattan Bancorp., a
California corporation (“Lessee”), which Lease is dated February 28, 2007 (“Lease”).  Lessor and Lessee hereby agree that the
following shall be included as part of said Lease:


1.             Grant of Option.  Lessee is hereby granted an option (sometimes
called the “Renewal Option”) to extend the Term of the Lease upon all of the
provisions contained in the Lease, except for Base Rental and for this Extended
Term Rider, for a period of five (5) years (the “Option Term”).  Such option shall be exercised, if at all, by
Lessee delivering written notice to Lessor of such exercise of such option (“Option
Notice”) at least two hundred seventy (270) days, but not more than four
hundred fifty (450) days before the expiration of the initial term.  Reference to the “Term” of the Lease as used
in the Lease shall include the Option Term in the event the Renewal Option is
exercised in accordance herewith.  Lessee
shall have no other right to extend the term except as set forth in this
section.


2.             Base Rental
During Option Term.  In the
event Lessee exercises its option to extend the Term of the Lease, as permitted
herein, then the Base Rental for the Option Term shall be at the then current
market value of comparable space within Continental Park, which shall be
determined as hereinafter provided.  Additionally,
and notwithstanding anything contained in the Lease to the contrary, throughout
the Option Term Lessee and Lessee’s Employees shall pay the charges for parking
in the Parking Facilities as are then in effect from time to time.  The Base Rental for the Option Term shall be
determined as follows:


(a)           Within fifteen (15) days of receipt by Lessor of Lessee’s
Option Notice, Lessor shall deliver written notice (the “Lessor’s Notice”) to
Lessee advising Lessee of Lessor’s opinion of the fair market rental value (the
“Value”) of the Premises;


(b)           If Lessor’s opinion of the Value of the Premises is
acceptable to Lessee, then Lessee shall so notify Lessor in writing within
fifteen (15) days of receipt by Lessee of Lessor’s Notice, and the Lease shall,
thereafter, be extended for the Option Term.


(c)           In the event Lessee challenges Lessor’s
opinion of the Value of the Premises, Lessee shall deliver written notice
thereof (the “Lessee’s Notice”) to Lessor within fifteen (15) days of receipt
by Lessee of  Lessor’s Notice.  In such Lessee’s Notice, Lessee shall also
advise Lessor of Lessee’s opinion of the Value of the Premises.  If Lessee fails to deliver Lessee’s Notice to
Lessor containing the required information within such fifteen (15) day time
period, then same shall be considered as Lessee’s acceptance of Lessor’s
Opinion of the Value of the Premises.  If
Lessee timely delivers the Lessee’s Notice, and if Lessor and Lessee cannot
agree upon the Value of the Premises within fifteen (15) days after Lessor’s
receipt of Lessee’s Notice, then the Value of the Premises shall be determined
by appraisal in accordance with this Rider. 
All costs of such appraisal shall be paid by Lessee.


3.             Determination of Value by
Appraiser.   Lessor and Lessee
shall appoint a mutually acceptable MAI appraiser with at least five (5) years
experience in valuing office buildings within the general area of the Premises
to also determine whether Lessor’s or Lessee’s opinion of the Value is more
accurate.  The decision of the appraiser
shall be binding on both of the parties hereto. 
The Value of the Premises as determined herein shall be the Base Rental
for the Premises for the first year of the Option Term, which Base Rental shall
be subject to increase each year thereafter, if any, as provided
hereinabove.  Notwithstanding anything to
the contrary contained herein, in no event shall the Base Rent and Operating
Expense Adjustment for the first month of the Option Term be less than the Base
Rent and Operating Expense Adjustment for the last full calendar month
preceding the first month of the Option Term.


4.             Definition of Value of the
Premises.  The Value of the
Premises shall be determined based upon rentals then being charged for other
space similarly situated and within Class A buildings located in the El
Segundo/Manhattan Beach market of equivalent condition and amenities as the
Building and the Project, taking into account the size, location, floor level,
the length of the term of the Option Term, the extent of services to be provided,
and any other relevant terms and conditions. 
The term “tenant concessions” shall include, without limitation,
so-called free rent, half rent or other reduced rent, free parking or reduced
parking charges, load factor for rentable area of the Premises that is lower
than that calculated in accordance with BOMA, etc.  All Base Rental payable during the Option
Term shall be payable in the same manner and under the same terms and
conditions as Base Rental is paid during the Initial Term.  In no event shall Lessor be obligated to
construct any additional improvements within or about the Premises in
connection with Lessee’s exercise of such option.


5.             Payment of Base Rental. 
During the period of time the parties are determining the Value of the
Premises, if such period extends beyond the scheduled expiration of the Initial
Term, Lessee shall pay Lessor, as Base Rental, the amount which would be
payable under Section 22.1 of the Lease if Lessee had held over possession of
the Premises with Lessor’s consent, but had not exercised the Renewal
Option.  If the monthly Base Rental for
the first year of the Option Term, as determined herein, is different than the
amount paid by Lessee as Base Rental during the period


 


OPTION TO EXTEND TERM



 1
 








of time following the end of the Initial Term of the
Lease, then an adjustment shall be made effective as of the commencement of the
Option Term, and one party shall pay the other party, within ten (10) days
following the determination of the Base Rental for the first year of the Option
Term, an amount sufficient to reconcile the amount so paid by Lessee as Base
Rental as compared with the actual amount of Base Rental due.


6.             Option Personal.  The option granted to Lessee herein is
personal to Lessee and may not be exercised or assigned voluntarily or
involuntarily, by or to any person or entity other than the original Lessee or
Qualified Financial Institution.  The
option herein granted to Lessee is not assignable separate and apart from the
Lease.  In the event that at the time
this Option is exercisable by Lessee, the Lease has been assigned, or a
sublease exists as to twenty percent (20%) or more of the Premises (except for
an assignment or sublease to a Qualified Financial Institution), this Option
shall automatically terminate and become null and void and Lessee, any
assignee, or any sublessee, shall not have the right to exercise the Renewal
Option.


7.             Effect Of Default On
Option.


(a)           Lessee shall have no right to exercise the Renewal Option,
notwithstanding any provision herein to the contrary, (i) during the time
commencing from the date Lessor gives to Lessee a notice of default pursuant to
Section 17.1 of the Lease and continuing until the default alleged in said
notice of default is cured, (ii) during the period of time commencing on the
date after a monetary obligation to Lessor is due from Lessee and unpaid
(without any necessity for notice thereof to Lessee) and continuing until the
obligation is paid, (iii) at any time after an event of default described in
Sections 17.1(c) or (d) of the Lease (without any necessity for notice thereof
to Lessee), or (iv) in the event that Lessor has given to Lessee three or more
notices of default during the twelve (12) month period prior to the time that
Lessee exercises such option.


(b)           The period of time within which such option may be
exercised shall not be extended or enlarged by reason of Lessee’s inability to
exercise such option.


8.             Miscellaneous.  Lessor and Lessee shall execute and deliver
appropriate documentation to evidence any renewal of the Lease and the terms
and conditions of the Lease during the Option Term.  All terms used herein shall have the same
meanings as used in the Lease.  In the
event of a conflict between the provisions of the Lease and those of this
Rider, the terms of this Rider shall control. 
Except as hereinabove provided, said Lease shall remain in full force
and effect.



 2















LETTER OF
CREDIT


Irrevocable Standby Letter of
Credit no. 


Amount: $292,995.00  from the commencement date (the “Commencement date”)
of that certain lease agreement dated February 28, 2007, by and between The Plaza CP LLC, a California limited liability
company, and Manhattan
Bancorp., a California corporation, continuing through the last calendar
day of the ninth (9th) full
calendar month following the Commencement Date (the “Reduction Date”), and then
$146,497.50 from the first (1st) day
following the Reduction Date through the last calendar day of the eighteen (18th) full calendar month following the
Commencement Date (the “LC Expiration Date”).


Date of Issuance: 


Beneficiary:


The Plaza CP LLC


2041 Rosecrans Avenue,
Ste 200


El Segundo, CA 90245


Attention: Gian-Carlo
M. Yanke, Esq.


1.                                       We
hereby establish our Irrevocable Standby Letter of Credit no.           
at the request and for the account of the Manhattan
Bancorp., in your favor and in the aggregate amount of $292,995.00  from the Commencement Date through the Reduction Date,
and thereafter in your favor in the aggregate amount of $146,497.50 through the
Expiration Date, available by your draft at sight drawn on
us bearing the clause “Drawn under [name of issuing bank] Letter of Credit no.         
dated                    ”
accompanied by a dated statement purportedly signed by an authorized officer
certifying the following: “Manhattan
Bancorp. is in default under the Lease Agreement dated January 23, 2007”;


2.                                       This
Letter of Credit shall be valid from the Date of Issuance hereof through the LC
Expiration Date.


We hereby
undertake with you that the draft and required documents drawn in strict
compliance with the terms of this Letter of Credit will be duly honored by us
if presented to this office prior to the LC Expiration Date in the manner
described in Section 1 above.


This Letter of
Credit is subject to the Uniform Customs and Practice for Documentary Credits
(1993 Revision) of the International Chamber of Commerce no. 500.


[NAME
OF ISSUING BANK]


	
  

  	
   

  	
   

  	
   

  
	
  Authorized
  Signature

  	
   

  	
  Authorized Signature

  
	
  3116.012\81206.1

  	
   

  	
   

  



 


EXHIBIT “G”



 1