Exhibit 10.17

Table Of Contents



|    |                                                 | Page
|--- | ----------------------------------------------- | ----
|1.  | PREMISES                                        | 4   
|2.  | POSSESSION AND LEASE COMMENCEMENT               | 4   
|3.  | TERM                                            | 5   
|4.  | USE                                             | 5   
|5.  | RULES AND REGULATIONS                           | 8   
|6.  | RENT                                            | 9   
|7.  | OPERATING EXPENSES                              | 9   
|8.  | INSURANCE AND INDEMNIFICATION                   | 15  
|9.  | WAIVER OF SUBROGATION                           | 18  
|10. | LANDLORD'S REPAIRS AND MAINTENANCE              | 18  
|11. | TENANT'S REPAIRS AND MAINTENANCE                | 19  
|12. | ALTERATIONS                                     | 19  
|13. | SIGNS                                           | 21  
|14. | INSPECTION/POSTING NOTICES                      | 22  
|15. | SERVICES AND UTILITIES                          | 22  
|16. | SUBORDINATION AND ATTORNMENT                    | 24  
|17. | FINANCIAL STATEMENTS                            | 25  
|18. | ESTOPPEL CERTIFICATE                            | 25  
|19. | SECURITY DEPOSIT                                | 26  
|20. | LIMITATION OF TENANT'S REMEDIES                 | 26  
|21. | ASSIGNMENT AND SUBLETTING                       | 27  
|22. | AUTHORITY                                       | 30  
|23. | CONDEMNATION                                    | 30  
|24. | CASUALTY DAMAGE                                 | 30  
|25. | HOLDING OVER                                    | 32  
|26. | DEFAULT                                         | 32  
|27. | LIENS                                           | 35  
|28. | INTENTIONALLY OMITTED                           | 35  
|29. | TRANSFERS BY LANDLORD                           | 35  
|30. | RIGHT OF LANDLORD TO PERFORM TENANT'S COVENANTS | 36  
|31. | WAIVER                                          | 36  
|32. | NOTICES                                         | 36  
|33. | ATTORNEYS' FEES                                 | 37  
|34. | SUCCESSORS AND ASSIGNS                          | 37  
|35. | FORCE MAJEURE                                   | 37  
|36. | SURRENDER OF PREMISES                           | 37  
|37. | PARKING                                         | 38  
|38. | MISCELLANEOUS                                   | 39  
|39. | ADDITIONAL PROVISIONS                           | 41  
|40. | JURY TRIAL WAIVER                               | 45  

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BASIC LEASE INFORMATION
OFFICE NET



|LEASE DATE:                              | December ___, 2000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|TENANT:                                  | SIEBEL SYSTEMS, INC., a Delaware corporation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|TENANT'S NOTICE ADDRESS:                 | 2207 Bridgepointe Parkway
San Mateo, CA 94404
Attn: Vice President, Real Estate and Facilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                         | With a copy to:
2207 Bridgepointe Parkway
San Mateo, CA 94404
Attn: Vice President, Legal Affairs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|TENANT'S BILLING ADDRESS:                | 2207 Bridgepointe Parkway
San Mateo, CA 94404
Attn: Vice President, Real Estate and Facilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|TENANT CONTACT: Linda Jansen             | PHONE NUMBER:  (650) 477-5511
FAX NUMBER:  (650) 477-7252                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|LANDLORD:                                | PW ACQUISITIONS VIII, LLC, a Delaware limited liability
company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|LANDLORD'S NOTICE ADDRESS:               | c/o PaineWebber Incorporated
1285 Avenue of the Americas, 38th Floor
New York, NY 10019
Attn: Mr. Terrence E. Fancher                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                         | With a copy to: 
c/o PaineWebber Incorporated
1285 Avenue of the Americas, 38th Floor
New York, NY 10019
Attn: Mr. John C. Tashjian                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|LANDLORD'S REMITTANCE ADDRESS:           | c/o PaineWebber Incorporated
1285 Avenue of the Americas, 38th Floor
New York, NY 10019
Attn: Mr. John C. Tashjian                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Project Description:                     | A commercial project to be developed at the northeast corner of
Franklin Drive and Saratoga Drive in San Mateo, California, to be known as
"The Center @ Bay Meadows", which is currently anticipated to be
approximately as depicted on Exhibit B-2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Premises:                                | Approximately 126,060 rentable square feet constituting certain
space within that certain four (4) story building (the "Building") to
be constructed approximately in the location specified as "Building 2"
on Exhibit B attached hereto, which space is described as all rentable square
footage to be located on the second (2nd), third (3rd) and fourth (4th) floors
of the Building, a portion of the ground floor of the Building and the elevator
lobby within the parking structure serving the Project devoted to elevators
exclusively serving the Premises, approximately as shown on Exhibit B-
1.                                                                                                                                                                                                        
|Permitted Use:                           | General office use and, subject to the provisions of Paragraph
39.C below, use as a training facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Occupancy Density:                       | One occupant per each two hundred (200) rentable square feet of
the Premises.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Parking and Parking Charge:              | Three (3) non-exclusive, unreserved parking spaces (to be
located within the unreserved parking areas of the Project serving the Building)
per each one thousand (1,000) rentable square feet in the Premises (rounded to
the nearest whole number of parking spaces in the event the rentable area of the
Premises is not evenly divisible by one thousand (1,000)) without charge during
the Term, in accordance with Paragraph 37 below.  Additionally, Landlord shall
provide Tenant with twenty-five hundredths (0.25) designated visitor parking
spaces per each one thousand (1,000) rentable square feet in the Premises
(rounded to the nearest whole number of parking spaces in the event the rentable
area of the Premises is not evenly divisible by one thousand (1,000)) without
charge during the Term.
|Scheduled Term Commencement Date:        | May 1, 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Scheduled Length of Term:                | One hundred forty-four (144) months                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Scheduled Term Expiration Date:          | April 30, 2014                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Rent:                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Base Rent:                               | $6.45 per month per rentable square foot in the Premises,
subject to increase on each yearly anniversary of the Term Commencement Date
occurring during the Term by three percent (3%) per annum, calculated on a
cumulative and compounding basis                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Estimated First Year Operating Expenses: | $0.95 per rentable square foot per month                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Security Deposit:                        | See Paragraph 39.D below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Tenant's Proportionate Share:            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Of Building:                             | The percentage equal to the product of (a) 100, multiplied by
(b) a fraction, the numerator of which is the total rentable square footage of
the Premises and the denominator of which is the total rentable square footage
of the Building                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Of Project or Common Areas:              | The percentage equal to the product of (a) 100, multiplied by
(b) a fraction, the numerator of which is the total rentable square footage of
the Premises and the denominator of which is the total rentable square footage
of the Project                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Brokers:                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Landlord's Broker:                       | Cornish & Carey Commercial                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Tenant's Broker:                         | Resource Real Estate Group, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

The foregoing Basic Lease Information is
incorporated into and made a part of this Lease.  Each reference in this Lease
to any of the Basic Lease Information shall mean the respective information
above and shall be construed to incorporate all of the terms provided under the
particular Lease paragraph pertaining to such information.  In the event of any
conflict between the Basic Lease Information and the Lease, the latter shall
control.



|LANDLORD                                                                                                                               | TENANT                                                                                                                                                   
|-------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|PW ACQUISITIONS VIII, LLC
                                a Delaware limited liability company                                         | SIEBEL SYSTEMS, INC.
                                a Delaware corporation                                                                              
|By:/s/ John C. Tashjian
                                Print Name:John C. Tashjian
                                Its:Vice President | By:/s/ Jeffrey T. Amann
                                Print Name:  Jeffrey T. Amann
                                Its:Vice President, Legal
Affairs  
|                                                                                                                                       | By:________________________
                                Print Name:___________________
                                Its:__________________________

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LEASE

THIS LEASE is made as of the ___ day of
________, 2000, by and between PW ACQUISITIONS VIII, LLC, a Delaware limited
liability company (hereinafter called "Landlord"), and SIEBEL
SYSTEMS, INC., a Delaware corporation (hereinafter called
"Tenant").

1. PREMISES
2. POSSESSION AND LEASE
COMMENCEMENT
3. Term Commencement Date.  The term commencement date
("Term Commencement Date") shall be the earlier of the date on
which:
4. Tenant commences occupancy of the Premises for purposes
other than construction of Tenant's Work and installation of Tenant's furniture,
trade fixtures and equipment;
5. One hundred twenty (120) days following the Substantial
Completion `of the "Base Building Work" described in Exhibit
C, other than the "GHJK Work" as described in
Schedule 1 to Exhibit C; provided that such one hundred
twenty (120) day period shall be subject to extension for any actual delays in
Tenant's Substantial Completion of Tenant's Work resulting from Landlord Delays
(as defined and more particularly set forth in Exhibit C) occurring
following Landlord's Substantial Completion of the Base Building Work other than
the GHJK Work.
6. Substantial Completion.  For the purposes of the
Lease, the Substantial Completion of the Base Building Work and delivery of
possession of the Premises shall be deemed to occur on such date as Landlord
delivers to Tenant a certification from the Base Building Work architect that
the Base Building Work has been Substantially Completed in accordance herewith
(subject to the provisions herein respecting completion of the GHJK Work
following such Substantial Completion), provided that the GHJK Work is completed
to such extent as is necessary to permit construction of the Tenant Work
(including, without limitation, by making utilities available to the Building,
by temporary facilities if necessary and by causing a manlift or one of the
Building elevators to be operational as of the date of such Substantial
Completion) so as not to delay or increase the expense of performance of the
Tenant's Work.  By the Term Commencement Date, all GHJK Work shall be completed
to such extent as is necessary to permit Tenant to operate its business from the
entire Premises and to utilize its parking spaces without material and adverse
affect or cost resulting from the incomplete nature of the GHJK Work.  Landlord
shall diligently prosecute the Base Building Work to completion following such
Substantial Completion, and the parties shall reasonably cooperate to avoid
delay or increased costs to either party as a result of the completion of the
Base Building Work concurrent with the performance of Tenant's Work.  Following
the delivery of possession of the Premises to Tenant pursuant hereto, Landlord
shall cause the Base Building Work contractor to coordinate the scheduling and
performance of the remaining Base Building Work with the Tenant's Work
Contractor.  Tenant shall not be liable for any Rent for the period prior to the
Term Commencement Date (but without affecting any obligation of Tenant under any
improvement agreement appended to this Lease).
7. Punch List.  Substantial Completion shall have
occurred notwithstanding Tenant's submission of a punchlist to Landlord, which
Tenant shall submit, if at all, within five (5) business days after Landlord's
delivery of' possession of the Premises to Tenant with the Base Building Work
(other than the GHJK Work) Substantially Completed, or with respect to the GHJK
Work, within five (5) business days following the Term Commencement Date.
Landlord shall thereafter diligently prosecute the cure of any such properly
identified punch list items.
8. Delay in Delivery.  If for any reason (i) Landlord
has not Substantially Completed the Base Building Work on the scheduled delivery
date (which scheduled delivery date is the date which is one hundred twenty
(120) days prior to the Scheduled Term Commencement Date), or (ii) due to
Landlord's delay in such Substantial Completion of the Base Building Work or the
GHJK Work, the Term Commencement Date does not occur by the Scheduled Term
Commencement Date, Landlord shall not be subject to any liability therefor, nor
shall Landlord be in default hereunder, nor shall such failure affect the
validity of this Lease, and Tenant agrees to accept possession of the Premises
at such time as the Base Building Work (but for the GHJK Work) has been
Substantially Completed, which date shall then be used as the starting date for
the calculation of the one hundred twenty (120) day period referenced in clause
A(2) above of this Section 2.  Notwithstanding the foregoing, if by November 1,
2001, as such date may be extended by force majeure delays as described in
Paragraph 35 below and by delays caused by Tenant (such date, as so extended.
is referred to herein as the "Outside Date"), Landlord has not
commenced construction of the Building (which, for purposes hereof, shall mean
commencement of foundation work for the Building) and is not diligently pursuing
construction of the.  Building to completion, then Tenant shall have the right
to terminate this Lease by giving written notice to Landlord within thirty (30)
days following the Outside Date, in the event of which termination, Landlord
shall promptly refund to Tenant all prepaid rent and other amounts deposited
with Landlord and Landlord shall surrender to Tenant any Letter of Credit
delivered pursuant to Paragraph 39.D below, and the parties shall be relieved of
all other obligations hereunder.
9. Disputes.  In the event of any dispute as to
whether there has been Substantial Completion of work performed or required to
be performed by Landlord, such dispute shall be submitted to arbitration under
Paragraph 39.B below.
10. Start-Up Letter.  Upon the Term Commencement Date
and following Landlord's request, Tenant shall promptly execute and return to
Landlord a "Start-Up Letter" in which the parties shall acknowledge
the agreed upon the Term Commencement Date, in accordance with the terms of this
Lease, but either party's failure or refusal to enter into the "StartUp
Letter" shall not negate Tenant's acceptance of the Premises or affect
determination of the Term Commencement Date.
11. TERM
12. USE
13. General.  Tenant shall use the Premises for the
permitted use specified in the Basic Lease Information ("Permitted
Use") and for no other use or purpose.  Tenant shall control Tenant's
employees, agents, customers, visitors, invitees, licensees, contractors,
assignees and subtenants (collectively, "Tenant's Parties") in
such a manner that Tenant and Tenant's Parties cumulatively do not exceed the
occupant density specified in the Basic Lease Information (the
"Occupancy Density") or utilize more parking than is specified
in the Basic Lease Information at any time.  So long as Tenant is occupying the
Premises, Tenant and Tenant's Parties shall have the "non-exclusive right
to use, in common with other parties occupying the Building or Project, the
parking areas (up to the number of non-exclusive parking spaces specified in the
Basic Lease Information), driveways and other common areas of the Building and
Project, subject to the terms of this Lease and such rules and regulations as
Landlord may from time to time prescribe.  Landlord reserves the right, without
notice or liability to Tenant, and without the same constituting an actual or
constructive eviction, to alter or modify the common areas from time to time,
including the location and configuration thereof, and the amenities and
facilities which Landlord may determine to provide from time to time, provided
that any such alteration or modification of the common areas shall not
materially and adversely interfere with Tenant's Permitted Use in accordance
with this Lease or materially and adversely interfere with Tenant's access to
the Premises.
14. Limitations.  Tenant shall not permit any odors,
smoke, dust, gas, substances, noise or vibrations to emanate from the Premises
or from any portion of the common areas as a result of Tenant's or any Tenant's
Party's use thereof, nor take any action which would constitute a nuisance or
would disturb, obstruct or endanger any other tenants or occupants of the
Building or Project or elsewhere, or interfere with their use of their
respective premises or common areas.  Storage outside the Premises of materials,
vehicles or any other items is prohibited.  Tenant shall not use or allow the
Premises to be used for any immoral, improper or unlawful purpose, nor shall
Tenant cause or maintain or permit any nuisance in, on or about the Premises.
Tenant shall not commit or suffer the commission of any waste in, on or about
the Premises.  Tenant shall not allow any sale by auction upon the Premises, or
place any loads upon the floors, walls or ceilings which could endanger the
structure, or place any harmful substances in the drainage system of the
Building or Project.  No waste, materials or refuse shall be dumped upon or
permitted to remain outside the Premises.  Landlord shall not be responsible to
Tenant for the noncompliance by any other tenant or occupant of the Building or
Project with any of the above-referenced rules or any other terms or provisions
of such tenant's or occupant's lease or other contract.
15. Compliance with Regulations.  By entering the
Premises, Tenant accepts the Premises in the condition existing as of the date
of such entry, subject to Landlord's completion of all Base Building Work
(including, without limitation, all punch list items with respect thereto) as
provided in this Lease.  Tenant shall at its sole cost and expense strictly
comply with all existing or future applicable municipal, state and federal and
other governmental statutes, rules, requirements, regulations, laws and
ordinances, including zoning ordinances and regulations, and covenants,
easements and restrictions of record governing and relating to the use,
occupancy or possession of the Premises, to Tenant's use of the common areas, or
to the use, storage, generation or disposal of Hazardous Materials (hereinafter
defined) (collectively "Regulations").  Tenant shall at its
sole cost and expense obtain any and all licenses or permits necessary for
Tenant's use of the Premises.  Tenant shall at its sole cost and expense
promptly comply with the requirements of any board of fire underwriters or other
similar body now or hereafter constituted.  Tenant shall not do or permit
anything to be done in, on, under or about the Project or bring or keep anything
which will in any way increase the rate of any insurance upon the Premises,
Building or Project or upon any contents therein or cause a cancellation of said
insurance or otherwise affect said insurance in any manner.  Tenant shall
indemnify, defend (by counsel reasonably acceptable to Landlord), protect and
hold Landlord harmless from and against any loss, cost, expense, damage,
attorneys' fees or liability arising out of the failure of Tenant to comply with
any Regulation.  Tenant's obligations pursuant to the foregoing indemnity shall
survive the expiration or earlier termination of this Lease.  Except as provided
in this Lease, Landlord shall be responsible for complying with Regulations
pertaining to the common areas of the Project as of the completion of the Base
Building Work (but without regard to the particular nature of Tenant's use or
occupancy of the Premises or the Additional Tenant Work, the Tenant Improvements
and/or Alterations made by or on behalf of Tenant) except to the extent arising
out of (1) Tenant's particular occupancy or use (as opposed to mere occupancy)
of the Premises or common areas, or (2) construction of any of the Additional
Tenant Work, the Tenant Improvements and/or Alterations made by or on behalf of
Tenant, whether by Landlord or otherwise, and performed after the Term
Commencement Date, or (3) installation of any equipment, fixtures, furniture or
other personal property in or about the Premises.  Tenant shall have the sole
responsibility for complying, at Tenant's cost, with any and all provisions of
the Americans with Disabilities Act of 1990, as it has been and may later be
amended ("ADA"), (i) with respect to the Premises (other than as to
elements of the Base Building Work as of the completion thereof, but without
regard to the particular nature of Tenant's use or occupancy of the Premises or
the Additional Tenant Work, the Tenant Improvements and/or Alterations made by
or on behalf of Tenant); and (ii) with respect to the common areas of the
Project where in the case of this clause (ii) such compliance has been brought
about by: (A) any Additional Tenant Work, Tenant Improvements and/or Alterations
to the Premises or to the common areas made by or on behalf of Tenant, whether
by Landlord or otherwise, and performed after the Substantial Completion of the
Base Building Work; (B) requirements of Tenant's employees, or any changes to
Tenant's use of the Premises; or (C) any architectural barriers caused by
Tenant's installation of any equipment, fixtures, furniture, or other personal
property in or about the Premises (items (i) and (h) collectively,
"Tenant's ADA Responsibilities").  Tenant shall indemnify,
defend and hold Landlord harmless from and against any and all claims, damages,
or liabilities (including, without limitation, reasonable attorneys' fees and
costs) arising directly or indirectly from Tenant's failure to satisfy any of
Tenant's ADA Responsibilities.  Landlord shall indemnify, defend and hold Tenant
harmless from and against any and all claims, damages or liabilities (including,
without limitation, reasonable attorneys' fees and costs) arising directly or
indirectly from Landlord's failure to comply with any obligations of a landlord
under the ADA, other than such claims, damages or liabilities (including,
without limitation, reasonable attorneys' fees and costs) arising from Tenant's
failure to satisfy any of Tenant's ADA Responsibilities; provided, however, that
Landlord may treat costs of ADA compliance with respect to the common areas of
the Project to the extent necessitated by Regulations or the ADA (or
interpretations thereof) as coming into effect after the Substantial Completion
of the Base Building Work as an Operating Expense in accordance with Paragraph 7
hereof.  Landlord represents that, as of the date Landlord delivers possession
of the Premises to Tenant, to Landlord's actual knowledge, the Base Building
Work shall comply in all material respects with each of.  (x) the ADA, and (y)
Regulations, as the ADA and Regulations have each been interpreted or applied in
San Mateo County and as each of the ADA and Regulations pertain to the Base
Building Work (but without regard to the Additional Tenant Work, Tenant
Improvements and/or Alterations to the Premises or to the common areas made by
or on behalf of Tenant).  Any costs incurred by Landlord to comply with ADA and
Regulations solely as described in the foregoing sentence shall not be an
Operating Expense as defined herein.
16. Hazardous Materials.  As used in this Lease,
"Hazardous Materials" shall include, but not be limited to,
hazardous, toxic and radioactive materials and those substances defined as
"hazardous substances," "hazardous materials,"
"hazardous wastes," "toxic substances," or other similar
designations in any Regulation.  Tenant shall not cause, or allow any of
Tenant's Parties to cause, any Hazardous Materials to be handled, used,
generated, stored, released or disposed of in, on, under or about the Premises,
the Building or the Project or surrounding land or environment in violation of
any Regulations.  Tenant must obtain Landlord's written consent prior to the
introduction of any Hazardous Materials onto the Project.  Notwithstanding the
foregoing, Tenant may handle, store, use and dispose of products containing
small quantities of Hazardous Materials customary for "general office
purposes" (such as toner for copiers) to the extent customary and necessary
for the Permitted Use of the Premises; provided that Tenant shall always handle,
store, use, and dispose of any such Hazardous Materials in a safe and lawful
manner in compliance with all Regulations and never allow such Hazardous
Materials to contaminate the Premises, Building, or Project or surrounding land
or environment.  Tenant shall immediately notify Landlord in writing of any
Hazardous Materials' contamination of any portion of the Project of which Tenant
becomes aware which has not been previously disclosed by Tenant to Landlord or
by Landlord to Tenant, whether or not caused by Tenant.  Landlord shall
immediately notify Tenant in writing of any Hazardous Materials' contamination
of any portion of the Project of which Landlord becomes aware which has not been
previously disclosed by Landlord to Tenant or by Tenant to Landlord, whether or
not caused by Landlord, to the extent such contamination poses a material threat
of harm to persons at the Premises or common areas or of material adverse affect
upon the operation of Tenant's business from the Premises.  Landlord shall have
the right at all reasonable times to inspect the Premises and to conduct tests
and investigations to determine whether Tenant is in compliance with the
foregoing provisions, the costs of all such inspections, tests and
investigations to be borne by Landlord, unless Landlord reasonably believes that
Tenant or any of the Tenant Parties has violated this Paragraph 4.D or any
Regulation, in which event such costs shall be borne solely by Tenant.  Tenant
shall indemnify, defend (by counsel reasonably acceptable to Landlord), protect
and hold Landlord harmless from and against any and all claims, liabilities,
losses, costs, loss of rents, liens, damages, injuries or expenses (including
reasonable attorneys' and consultants' fees and court costs), demands, causes of
action, or judgments directly or indirectly arising out of or related to the
use, generation, storage, release, or disposal of Hazardous Materials by Tenant
or any of Tenant's Parties in, on, under or about the Premises, the Building or
the Project or surrounding land or environment, which indemnity shall include,
without limitation, damages for personal or bodily injury, property damage,
damage to the environment or natural resources occurring on or off the Premises,
losses attributable to diminution in value or adverse effects on marketability,
the cost of any investigation, monitoring, government oversight, repair,
removal, remediation, restoration, abatement, and disposal, and the preparation
of any closure or other required plans, whether such action is required or
necessary prior to or following the expiration or earlier termination of this
Lease.  Neither the consent by Landlord to the use, generation, storage, release
or disposal of Hazardous Materials nor the strict compliance by Tenant with all
laws pertaining to Hazardous Materials shall excuse Tenant from Tenant's
obligation of indemnification pursuant to this Paragraph 4.D. Tenant's
obligations pursuant to the foregoing indemnity shall survive the expiration or
earlier termination of this Lease.  Landlord shall indemnify, defend and hold
Tenant harmless from and against any and all claims, judgments, damages,
penalties, fines, costs, liabilities or losses, including without limitation
reasonable attorneys' fees and costs arising out of any Hazardous Material in,
on or about the Project or the Premises which was created, handled, placed,
stored, used, transported or disposed of by Landlord or by Landlord's agents,
employees or representatives, excluding, however, any Hazardous Material, whose
presence was caused by Tenant or any Tenant's Parties.  In the event Tenant or
any Tenant Party violates this Paragraph 4.D. or in any way is not compliant
with any Regulation concerning Hazardous Materials, and Tenant fails to
immediately and adequately, as reasonably determined by Landlord, commence and
prosecute a cure, Landlord has the option, but not the obligation, to
immediately commence a cure on Tenant's behalf.  Landlord may take such actions
without any obligation and without releasing Tenant from any of Tenant's
obligations.  All sums so paid by Landlord and all incidental costs incurred by
Landlord and interest thereon at the Applicable Interest Rate, from the date of
payment by Landlord, shall be paid to Landlord on demand as Additional
Rent.
17. RULES AND
REGULATIONS
18. RENT
19. Base Rent.  Tenant shall pay to Landlord and Landlord
shall receive, without notice or demand throughout the Term, Base Rent as
specified in the Basic Lease Information, payable in monthly installments in
advance on or before the first day of each calendar month, in lawful money of
the United States, without deduction or offset whatsoever, at the Remittance
Address specified in the Basic Lease Information or to such other place as
Landlord may from time to time designate in writing.  The amount of $813,087.00,
as an estimate of Base Rent to be applied against payment of Base Rent for the
first full month of the Term shall be paid by Tenant upon Tenant's execution of
this Lease.  If the obligation for payment of Base Rent commences on a day other
than the first day of a month, then Base Rent shall be prorated and the prorated
installment shall be paid on the first day of the calendar month next succeeding
the Term Commencement Date.  The Base Rent payable by Tenant hereunder is
subject to adjustment as provided elsewhere in this Lease, as applicable.  As
used herein, the term "Base Rent" shall mean the Base Rent specified
in the Basic Lease Information as it may be so adjusted from time to
time.
20. Additional Rent.  All monies other than Base Rent
required to be paid by Tenant hereunder, including, but not limited to, Tenant's
Proportionate Share of Operating Expenses, as specified in Paragraph 7 of this
Lease, charges to be paid by Tenant under Paragraph 15, the interest and late
charge described in Paragraphs 26.D. and E., and any monies spent by Landlord
pursuant to Paragraph 30, shall be considered additional rent
("Additional Rent").  "Rent" shall mean Base
Rent and Additional Rent.
21. OPERATING EXPENSES
22. Operating Expenses.  In addition to the Base Rent
required to be paid hereunder, Tenant shall pay as Additional Rent, Tenant's
Proportionate Share of the Building and/or Project (as applicable), as defined
in the Basic Lease Information, of Operating Expenses (defined below) in the
manner set forth below.  Tenant shall pay the applicable Tenant's Proportionate
Share of each such Operating Expenses.  Building Operating Expenses (which shall
be paid by Tenant based upon Tenant's Proportionate Share of the Building) shall
mean those items of Operating Expenses which are attributable solely to the
Building.  Project Operating Expenses (which shall be paid by Tenant based upon
Tenant's Proportionate Share of the Project) shall mean those items of Operating
Expenses which are attributable to the Project common areas or the Project as a
whole (and which are not segregable on a building by building basis so that the
amount thereof allocable to the Building alone could be included in Building
Operating Expenses).  Landlord and Tenant acknowledge that if the number of
buildings which constitute the Project increases or decreases, or if physical
changes are made to the Premises, Building or Project or the configuration of
any thereof, Landlord will reasonably adjust Tenant's Proportionate Share of the
Building or Project to reflect the change.  Landlord's determination of Tenant's
Proportionate Share of the Building and of the Project shall be conclusive so
long as it is reasonably and consistently applied.  Operating Expenses shall be
reasonably allocated by Landlord to the tenants of the Building and the Project.
Landlord shall have the right, from time to time, to equitably allocate some or
all of the Operating Expenses for the Project among different portions or
occupants of the Project (the "Cost Pools"), in Landlord's reasonable
discretion.  Such Cost Pools may include, but shall not be limited to, the
office space tenants of a building of the Project or of the Project, and the
retail space tenants of a building of the Project or of the Project.  The
Operating Expenses allocable to each such Cost Pool shall be allocated to such
Cost Pool and charged to the tenants within such Cost Pool in an equitable
manner.  "Operating Expenses" shall mean all expenses and costs
of every kind and nature which Landlord shall pay or become obligated to pay,
because of or in connection with the ownership, management, maintenance, repair,
preservation, replacement and operation of the Building or Project and its
supporting facilities and such additional facilities now and in subsequent years
as may be determined by Landlord to be necessary or desirable to the Building
and/or Project (as determined in a reasonable manner) other than those expenses
and costs which are specifically attributable to Tenant or which are expressly
made the financial responsibility of Landlord pursuant to this Lease or of other
tenants of the Building or Project pursuant to the terms of their respective
leases (other than such other tenants' contributions to Operating Expenses).
Operating Expenses shall include, but are not limited to, the
following:
23. Taxes.  All real property taxes and assessments,
possessory interest taxes, sales taxes, personal property taxes, business or
license taxes or fees, gross receipts taxes, service payments in lieu of such
taxes or fees, annual or periodic license or use fees, excises, transit charges,
and other impositions, general and special, ordinary and extraordinary,
unforeseen as well as foreseen, of any kind (including fees "in-lieu"
of any such tax or assessment) which are now or hereafter assessed, levied,
charged, confirmed, or imposed by any public authority upon the Building or
Project, its operations or the Rent (or any portion or component thereof), or
any tax, assessment or fee imposed in substitution, partially or totally, of any
of the above.  Operating Expenses shall also include any taxes, assessments,
reassessments, or other fees or impositions with respect to the development,
leasing, management, maintenance, alteration, repair, use or occupancy of the
Premises, Building or Project or any portion thereof, including, without
limitation, by or for Tenant, and all increases therein or reassessments thereof
whether the increases or reassessments result from increased rate and/or
valuation (whether upon a transfer of the Building or Project or any portion
thereof or any interest therein or for any other reason).  Operating Expenses
shall not include inheritance or estate taxes imposed upon or assessed against
the interest of any person in the Project, or taxes computed upon the basis of
the net income of any owners of any interest in the Project.  If it shall not be
lawful for Tenant to reimburse Landlord for all or any part of such taxes, the
monthly rental payable to Landlord under this Lease shall be revised to net
Landlord the same net rental after imposition of any such taxes by Landlord as
would have been payable to Landlord prior to the payment of any such
taxes.
24. Insurance.  All insurance premiums and costs,
including, but not limited to, any deductible amounts, premiums and other costs
of insurance incurred by Landlord, including for the insurance coverage set
forth in Paragraph 8.A. herein.
25. Common Area Maintenance.
26. Repairs, replacements, and general maintenance of and
for the Building and Project and public and common areas and facilities of and
comprising the Building and Project, including, but not limited to, the roof and
roof membrane, windows, elevators, restrooms, conference rooms and/or health
club facilities (provided that such conference rooms and/or health club
facilities are made available to Tenant on a nonexclusive basis), lobbies,
mezzanines.  balconies, mechanical rooms, building exteriors, alarm systems,
pest extermination, landscaped areas, parking and service areas, driveways,
sidewalks, loading areas, fire sprinkler systems, sanitary and storm sewer
lines, utility services, heating/ventilation/air conditioning systems,
electrical, mechanical or other systems, telephone equipment and wiring
servicing, plumbing, lighting, and any other items or areas which affect the
operation or appearance of the Building or Project, which determination shall be
at Landlord's discretion, except for: those items to the extent actually paid
for by the proceeds of insurance; and those items attributable solely or jointly
to specific tenants of the Building or Project.
27. Repairs, replacements, and general maintenance shall
include, without limitation, the cost of any improvements made to or assets
acquired for the Project or Building that in Landlord's discretion may reduce
any other Operating Expenses, including present or future repair work, are
reasonably necessary for the health and safety of the occupants of the Building
or Project, or for the operation of the Building systems, services and
equipment, or are required to comply with any Regulation, provided that to the
extent the same constitute capital expenditures the cost of which exceed $1.00
per Rentable Square Foot of the Project or Building, as applicable, such costs
or allocable portions thereof to be amortized over such reasonable period as
Landlord shall determine, together with interest on the unamortized balance at
the publicly announced "prime rate" charged by Wells Fargo Bank, N.A.
(San Francisco) or its successor at the time such improvements or capital assets
are constructed or acquired, plus two (2) percentage points, or in the absence
of such prime rate, then at the U.S. Treasury six-month market note (or bond, if
so designated) rate as published by any national financial publication selected
by Landlord, plus four (4) percentage points, but in no event more than the
maximum rate permitted by law, plus reasonable financing charges.
28. Payment under or for any easement, license, permit,
operating agreement, declaration, restrictive covenant or instrument relating to
the Building or Project (including, without limitation, amounts owing with
respect to the maintenance and repair (but not acquisition or development) of
the linear park adjacent to the Project).
29. All expenses and rental related to services and costs of
supplies, materials and equipment used in operating, managing and maintaining
the Premises, Building and Project, the equipment therein and the adjacent
sidewalks, driveways, parking and service areas, including, without limitation,
expenses related to service agreements regarding security, fire and other alarm
systems, janitorial services, window cleaning, elevator maintenance, Building
exterior maintenance, landscaping and expenses related to the administration,
management and operation of the Project.
30. The cost of supplying any services and utilities which
benefit all or a portion of the Premises, Building or Project, including without
limitation services and utilities provided pursuant to Paragraph 15
hereof.
31. Other Operating Costs.
32. The amount paid or payable for all labor and/or wages
and other payments including cost to Landlord of workers' compensation and
disability insurance, payroll taxes, welfare and fringe benefits made to
janitors, caretakers and other employees, contractors and subcontractors of
Landlord (including the wages of any property manager) involved in the
operation, maintenance and repair of the Project.
33. Legal expenses and the costs of audits by certified
public accountants; provided, however, that legal expenses chargeable as
Operating Expenses shall not include the cost of negotiating leases, collecting
rents or evicting tenants, nor shall it include costs incurred in legal
proceedings with or against any tenant or to enforce the provisions of any
lease.
34. A management and accounting cost recovery fee equal to
five percent (5%) of the sum of the Project's revenues.
35. Any ground lease rental;
36. Costs of capital improvements, replacements or equipment
and any depreciation or amortization expenses thereon, except as specifically
set forth in the definition of Operating Expenses in Paragraph 7.A of the
Lease;
37. Rentals for items (except when needed in connection with
normal repairs and maintenance of permanent systems) which if purchased, rather
than rented, would constitute a capital improvement which is specifically
excluded in Subsection (ii) above (excluding, however, equipment not affixed to
the Building or Project which is used in providing janitorial or similar
services);
38. Costs incurred by Landlord for the repair of damage to
the Building or Project, to the extent that Landlord is reimbursed by insurance
proceeds;
39. Costs, including permit, license and inspection costs,
incurred with respect to the installation of tenant or other occupant
improvements made for tenants or other occupants in the Building or the Project
or incurred in renovating or otherwise improving, decorating, painting or
redecorating vacant space for or the premises of other tenants or other
occupants of the Building;
40. Marketing costs, including leasing commissions,
attorneys' fees in connection with the negotiation and preparation of letters,
deal memos, letters of intent, leases, subleases and/or assignments, space
planning costs, and other costs and expenses incurred in connection with lease,
sublease and/or assignment negotiations and transactions with present or
prospective tenants or other occupants of the Building or the Project;
41. Increased costs of performance incurred by Landlord due
to the violation by Landlord of the terms and conditions of any lease of space
in the Building or the Project;
42. Interest, principal, points and fees on debt or
amortization payments on any mortgage or deed of trust or any other debt
instrument encumbering the Building or Project or the land on which the Building
or Project is situated;
43. Except for making repairs or keeping permanent systems in
operation while repairs are being made, rentals and other related expenses
incurred in leasing air conditioning systems, elevators or other equipment
ordinarily considered to be of a capital nature, except equipment not affixed to
the Building or Project which is used in providing janitorial or similar
services;
44. Advertising and promotional expenditures (except for
retail property promotions);
45. Costs incurred in correcting any non-compliance of the
Base Building Work with applicable Regulations, the ADA, and disability, life,
fire and safety codes in effect and applicable to the Base Building Work prior
to the substantial completion of the Base Building Work;
46. Interest, fines or penalties incurred as a result of
Landlord's failure to make payments when due unless such failure is commercially
reasonable under the circumstances;
47. Costs arising from Landlord's charitable or political
contributions;
48. Costs for acquisition of sculpture, paintings or other
objects of art in common areas;
49. The depreciation of the Building and other real property
structures in the Project;
50. Landlord's general corporate overhead and general
administrative expenses not related to the operation of the Building or the
Project, except as specifically set forth in Paragraph 7.A of this
lease;
51. Any bad debt loss, rent loss or reserves for bad debts or
rent loss, or reserves for equipment or capital replacement;
52. Costs to correct defects in construction and design,
materials or workmanship in the Base Building Work or the Project;
53. Costs in connection with Landlord's express financial
obligation to comply with Regulations (other than ADA) described in Paragraph 4
of this Lease;
54. Costs for senior executive wages, salaries or other
compensation; and
55. Costs incurred by Landlord in connection with compliance
with ADA and Regulations but only to the extent expressly excluded from
Operating Expenses in Paragraph 4.C of this Lease.
56. Payment of Estimated Operating Expenses.
"Estimated Operating Expenses" for any particular year shall
mean Landlord's estimate of the Operating Expenses for such fiscal year made
with respect to such fiscal year as hereinafter provided.  Landlord shall have
the right from time to time to revise its fiscal year and interim accounting
periods so long as the periods as so revised are reconciled with prior periods
in a reasonable manner.  During the last month of each fiscal year during the
Term, or as soon thereafter as practicable, Landlord shall give Tenant written
notice of the Estimated Operating Expenses for the ensuing fiscal year.  Tenant
shall pay Tenant's Proportionate Share of the Estimated Operating Expenses with
installments of Base Rent for the fiscal year to which the Estimated Operating
Expenses applies in monthly installments on the first day of each calendar month
during such year, in advance.  Such payment shall be construed to be Additional
Rent for all purposes hereunder.  If at any time during the course of the fiscal
year, Landlord determines that Operating Expenses are projected to vary from the
then Estimated Operating Expenses by more than five percent (5%), Landlord may,
by written notice to Tenant, revise the Estimated Operating Expenses for the
balance of such fiscal year, and Tenant's monthly installments for the remainder
of such year shall be adjusted so that by the end of such fiscal year Tenant has
paid to Landlord Tenant's Proportionate Share of the revised Estimated Operating
Expenses for such year, such revised installment amounts to be Additional Rent
for all purposes hereunder.  Within a reasonable time following Tenant's written
request, but in no event more than one (1) time during any twelve (12) month
period, Landlord shall deliver to Tenant a reasonably detailed statement which
itemizes Landlord's calculation.  Notwithstanding anything to the contrary
contained in this Lease, the estimate of first year Operating Expenses set forth
in the Basic Lease Information is an estimate only, does not constitute a
representation or warranty by Landlord, and shall not in any manner limit the
obligation of Tenant for payment of the full amount of Operating Expenses during
the first year or any subsequent period of the Term.
57. Computation of Operating Expense Adjustment.
"Operating Expense Adjustment" shall mean the difference
between Estimated Operating Expenses and actual Operating Expenses for any
fiscal year determined as hereinafter provided.  Within one hundred twenty (120)
days after the end of each fiscal year, or as soon thereafter as practicable,
Landlord shall deliver to Tenant a statement of actual Operating Expenses for
the fiscal year just ended, accompanied by a computation of Operating Expense
Adjustment.  If such statement shows that Tenant's payment based upon Estimated
Operating Expenses is, less than Tenant's Proportionate Share of Operating
Expenses, then Tenant shall pay to Landlord the difference within thirty (30)
days after receipt of such statement, such payment to constitute Additional Rent
for all purposes hereunder.  If such statement shows that Tenant's payments of
Estimated Operating Expenses exceed Tenant's Proportionate Share of Operating
Expenses, then (provided that Tenant is not in default under this Lease)
Landlord shall credit the difference to the next payment of Estimated Operating
Expenses due from Tenant.  If this Lease has been terminated or the Term hereof
has expired prior to the date of such statement, then the Operating Expense
Adjustment shall be paid by the appropriate party within thirty (30) days after
the date of delivery of the statement.  Should this Lease commence or terminate
at any time other than the first day of the fiscal year, Tenant's Proportionate
Share of the Operating Expense Adjustment shall be prorated based on a month of
thirty (30) days and the number of calendar months during such fiscal year that
this Lease is in effect.  Notwithstanding anything to the contrary contained in
this Paragraph 7, Landlord's failure to provide any notices or statements within
the time periods specified in those paragraphs shall in no way excuse Tenant
from its obligation to pay Tenant's Proportionate Share of Operating
Expenses.
58. Net Lease.  This shall be a triple net Lease and
Base Rent shall be paid to Landlord absolutely net of all costs and expenses,
except as specifically provided to the contrary in this Lease.  The provisions
for payment of Operating Expenses and the Operating Expense Adjustment are
intended to pass on to Tenant and reimburse Landlord for all costs and expenses
of the nature described in Paragraph 7.A. incurred in connection with the
ownership, management, maintenance, repair, preservation, replacement and
operation of the Building and/or Project and its supporting facilities and such
additional facilities now and in subsequent years as may be determined by
Landlord to be necessary or desirable to the Building and/or Project, subject to
the express limitations on inclusion of certain items in Operating Expenses as
provided in Paragraph 7.A above.
59. Tenant Audit.  If Tenant shall dispute the amount
set forth in any statement provided by Landlord under Paragraph 7.B. or 7.C.
above, Tenant shall have the right, upon notice given not later than sixty (60)
days following receipt of such statement and upon the condition that Tenant
shall first deposit with Landlord the full amount in dispute, to cause
Landlord's books and records with respect to Operating Expenses for such fiscal
year to be audited by independent certified public accountants (who are not
compensated on a contingency basis) selected by Tenant and subject to Landlord's
reasonable right of approval.  The Operating Expense Adjustment shall be
appropriately adjusted on the basis of such audit.  If such audit discloses a
liability for a refund in excess of five percent (5%) of Tenant's Proportionate
Share of the Operating Expenses previously reported, the cost of such audit
shall be borne by Landlord; otherwise the cost of such audit shall be paid by
Tenant within thirty (30) days following completion of the audit.  If Tenant
shall not request an audit in accordance with the provisions of this Paragraph
7.E. within sixty (60) days after receipt of Landlord's statement provided
pursuant to Paragraph 7.B. or 7.C., such statement shall be final and binding
for all purposes hereof.  Tenant acknowledges and agrees that any information
revealed in the above described audit may contain proprietary and sensitive
information and that significant damage could result to Landlord if such
information were disclosed to any party other than Tenant's auditors.  Tenant
shall not in any manner disclose, provide or make available any information
revealed by the audit to any person or entity without Landlord's prior written
consent, which consent may be withheld by Landlord in its sole and absolute
discretion.  The information disclosed by the audit will be used by Tenant
solely for the purpose of evaluating Landlord's books and records in connection
with this Paragraph 7.E.
60. INSURANCE AND
INDEMNIFICATION
61. Landlord's Insurance.  All insurance maintained by
Landlord shall be for the sole benefit of Landlord and under Landlord's sole
control.  Landlord shall determine, in its sole discretion, the amount of any
deductible under any policy maintained by Landlord.
62. Property Insurance.  Landlord agrees to maintain
property insurance insuring the Building (including the Additional Tenant Work
but specifically excluding the Tenant Improvements), against damage or
destruction due to risk including fire, vandalism, and malicious mischief in an
amount not less than the replacement cost thereof, in the form and with
deductibles and endorsements as selected by Landlord.  At its election, Landlord
may instead (but shall have no obligation to) obtain "All Risk"
coverage, and may also obtain earthquake, pollution, and/or flood insurance in
amounts selected by Landlord in its sole and absolute discretion consistent with
customary industry standards for prudent risk management by owners of projects
comparable to the Project in the vicinity of the Project.
63. Optional Insurance.  Landlord, at Landlord's
option, may also (but shall have no obligation to) carry (i) insurance against
loss of rent, in an amount equal to the amount of Base Rent and Additional Rent
that Landlord could be required to abate to all Building tenants in the event of
condemnation or casualty damage for a period of twelve (12) months; and (ii)
liability insurance and such other insurance as Landlord may deem prudent or
advisable, in such amounts and on such terms as Landlord shall determine in its
sole and absolute discretion consistent with customary industry standards for
prudent risk management by owners of projects comparable to the Project in the
vicinity of the Project.  Landlord shall not be obligated to insure, and shall
have no responsibility whatsoever for any damage to, any furniture, machinery,
goods, inventory or supplies, or other personal property or fixtures which
Tenant may keep or maintain in the Premises, or any leasehold improvements,
additions or alterations within the Premises including, without limitation, the
Tenant Improvements.
64. Tenant's Insurance.  Tenant shall procure at
Tenant's sole cost and expense and keep in effect from the date of this Lease
and at all times until the end of the Term the following:
65. Property Insurance.  Insurance on all personal
property and fixtures of Tenant and all improvements, additions or alterations
(excluding the Additional Tenant Work, which shall be insured by Landlord upon
the completion thereof pursuant to Paragraph 8.A(1) above, but including,
without limitation, the Tenant Improvements) made by or for Tenant to the
Premises on an "All Risk" basis, insuring such property for the full
replacement value of such property.  Tenant shall also maintain insurance for
all plate glass within or about the Premises.  During the term of this Lease,
the proceeds from any such policy or policies of insurance shall he used for the
repair or replacement of the fixtures, equipment and improvements so
insured.
66. Liability Insurance.  Commercial General Liability
insurance covering bodily injury and property damage liability occurring in or
about the Premises or arising out of the use and occupancy of the Premises and
the Project, and any part of either, and any areas adjacent thereto, and the
business operated by Tenant or by any other occupant of the Premises.  Such
insurance shall include contractual liability insurance coverage insuring all of
Tenant's indemnity obligations under this Lease.  Such coverage shall have a
minimum combined single limit of liability of at least Two Million Dollars
($2,000,000.00), and a minimum general aggregate limit of Five Million Dollars
($5,000,000.00), with an "Additional Insured - Managers or Lessors of
Premises Endorsement"; provided that such liability insurance coverage may
be provided by a combination of primary, excess and umbrella policies so long as
the coverage afforded thereunder is not impaired as a result thereof.  All such
policies shall be written to apply to all bodily injury (including death),
property damage or loss, personal and advertising injury and other covered loss,
however occasioned, occurring during the policy term, shall be endorsed to add
Landlord and any party holding an interest to which this Lease may he
subordinated as an additional insured, and shall provide that such coverage
shall be "primary" and non-contributing with any insurance maintained
by Landlord, which shall be excess insurance only.  Such coverage shall also
contain endorsements including employees as additional insureds if not covered
by Tenant's Commercial General Liability Insurance.  All such insurance shall
provide for the severability of interests of insureds; and shall be written on
an "occurrence" basis, which shall afford coverage for all claims
based on acts, omissions, injury and damage, which occurred or arose (or the
onset of which occurred or arose) in whole or in part during the policy
period.
67. Workers' Compensation and Employers' Liability
Insurance.  Workers' Compensation Insurance as required by any Regulation,
and Employers' Liability Insurance in amounts not less than One Million Dollars
($1,000,000) each accident for bodily injury by accident; One Million Dollars
($1,000,000) policy limit for bodily injury by disease; and One Million Dollars
($1,000,000) each employee for bodily injury by disease.
68. Commercial Auto Liability Insurance.  Commercial
auto liability insurance with a combined limit of not less than One Million
Dollars ($1,000,000) for bodily injury and property damage for each accident.
Such insurance shall cover liability relating to any auto (including owned,
hired and non-owned autos).
69. Alterations Requirements.  In the event Tenant
shall desire to perform any Alterations, Tenant shall deliver to Landlord, prior
to commencing such Alterations (i) evidence satisfactory to Landlord that Tenant
carries "Builder's Risk" insurance covering construction of such
Alterations in an amount and form approved by Landlord, (ii) such other
insurance as Landlord shall non-discriminatorily and reasonably require, and
(iii) a lien and completion bond or other security in form and amount
satisfactory to Landlord if the estimated cost of such Alterations exceeds
$200,000.
70. General Insurance Requirements.  All coverages
described in this Paragraph 8.B. shall be endorsed to (i) provide Landlord with
thirty (30) days' notice of cancellation or change in terms; and (ii) waive all
rights of subrogation by the insurance carrier against Landlord.  If at any time
during the Term the amount or coverage of insurance which Tenant is required to
carry under this Paragraph 8.B. is, in Landlord's reasonable judgment, less than
the amount or type of insurance coverage typically carried by owners or tenants
of properties located in the general area in which the Premises are located
which are similar to and operated for similar purposes as the Premises or if
Tenant's use of the Premises should change with or without Landlord's consent,
Landlord shall have the right to require Tenant to increase the amount or change
the types of insurance coverage required under this Paragraph 8.B. All insurance
policies required to be carried by Tenant under this Lease shall be written by
companies rated A X or better in "Best's Insurance Guide" and
authorized to do business in the State of California.  In any event deductible
amounts under all insurance policies required to be carried by Tenant under this
Lease shall not exceed One Hundred Thousand Dollars ($100,000.00) per
occurrence, provided that Tenant maintains a tangible net worth of at least Two
Hundred Fifty Million Dollars ($250,000,000.00) as reasonably determined by
Landlord, or, if Tenant's tangible net worth is less than Two Hundred Fifty
Million Dollars ($250,000,000.00), such deductible amounts shall not exceed Five
Thousand Dollars ($5,000.00) per occurrence.  Tenant shall deliver to Landlord
on or before the Term Commencement Date, and thereafter at least thirty (30)
days before the expiration dates of' the expired policies, certified copies of
Tenant's insurance policies, or a certificate evidencing the same issued by the
insurer thereunder; and, if Tenant shall fail to procure such insurance, or to
deliver such policies or certificates, Landlord may, at Landlord's option and in
addition to Landlord's other remedies in the event of a default by Tenant
hereunder, procure the same for the account of Tenant, and the cost thereof
shall be paid to Landlord as Additional Rent.
71. Self-insurance; Deductibles.  All or any portion
of the coverages Tenant is required to maintain under this Lease may be
maintained under a program of Tenant self-insurance or under policies that
include self-insured retentions or deductibles larger than those typically
carried by similarly situated tenants.  Before the Term Commencement Date,
Tenant shall advise Landlord of the self-insurance program, specifying limits
and amounts of umbrella coverage and self-insured retentions, or deductibles.
Landlord is considered to consent to such self insurance program as long as it
is effective and Tenant's tangible net worth and current net assets (as reported
to Landlord on a quarterly basis and confirmed by audited financial statements
prepared in accordance with generally accepted accounting principles) exceed Two
Hundred Fifty Million Dollars ($250,000,000.00) and Fifty Million Dollars
($50,000,000.00), respectively.
72. Tenant's Indemnification.  Tenant shall indemnify,
defend by counsel reasonably acceptable to Landlord, protect and hold Landlord
and each of its directors, officers, shareholders, partners, lenders, members,
managers, contractors, affiliates and employees (collectively, "Landlord
Indemnitees") harmless from and against any and all claims, liabilities,
losses, costs, loss of rents, liens, damages, injuries or expenses, including
reasonable attorneys' and consultants' fees and court costs, demands, causes of
action, or judgments, directly or indirectly arising out of or related to: (1)
claims of injury to or death of persons or damage to property occurring or
resulting directly or indirectly from the use or occupancy of the Premises,
Building or Project by Tenant or Tenant's Parties, or from activities or
failures to act of Tenant or Tenant's Parties; (2) claims arising from work or
labor performed, or for materials or supplies furnished to or at the request or
for the account of Tenant in connection with performance of any work done for
the account of Tenant within the Premises or Project; (3) claims arising from
any breach or default on the part of Tenant in the performance of any covenant
contained in this Lease; and (4) claims arising from the negligence or
intentional acts or omissions of Tenant or Tenant's Parties.  The foregoing
indemnity by Tenant shall not be applicable to claims to the extent arising from
the gross negligence or willful misconduct of Landlord.  Landlord shall not be
liable to Tenant and Tenant hereby waives all claims against Landlord for any
injury to or death of, or damage to any person or property or business loss in
or about the Premises, Building or Project by or from any cause whatsoever
(other than Landlord's gross negligence or willful misconduct) and, without
limiting the generality of the foregoing, whether caused by water leakage of any
character from the roof, walls, basement or other portion of the Premises,
Building or Project, or caused by gas, fire, oil or electricity in, on or about
the Premises, Building or Project, acts of God or of third parties, or any
matter outside of the reasonable control of Landlord.  The provisions of this
Paragraph shall survive the expiration or earlier termination of this
Lease.
73. Indemnification.  Landlord shall indemnify, defend
by counsel reasonably acceptable to Tenant, protect and hold Tenant and each of
its directors, officers, shareholders, partners, lenders, members, managers,
contractors, affiliates and employees ("Tenant's Indemnitees")
harmless from and against any and all claims, liabilities, losses, costs,
damages, injuries or expenses, including reasonable attorneys' and consultants'
fees and court costs, demands, causes of action, or judgments arising out of or
relating to the gross negligence or willful misconduct of Landlord or Landlord's
agents or employees.  Notwithstanding the foregoing or anything to the contrary
contained in this Lease, Landlord shall in no event be liable to Tenant and
Tenant hereby waives all claims against Landlord for any injury or damage to any
person or property in or about the Premises, Building or Project, including
without limitation the common areas, whether caused by theft, fire, rain or
water leakage of any character from the roof, walls, plumbing, sprinklers,
pipes, basement or any other portion of the Premises, Building or Project, or
caused by gas, fire, oil or electricity in, on or about the Premises, Building
or Project, or from any other systems except in each case to the extent caused
by the gross negligence or willful misconduct of Landlord, or by acts of God
(including without limitation flood or earthquake), acts of a public enemy,
riot, strike, insurrection, war, court order, requisition or order of
governmental body or authority, or for any damage or inconvenience which may
arise through repair, subject to and except as expressly otherwise provided in
Paragraph 9 or 10 of this Lease.  In addition, notwithstanding anything to the
contrary contained in this Lease, Landlord shall in no event be liable under
this Paragraph or under any other provision of this Lease for (i) injury to
Tenant's business or any loss of income or profit therefrom or from
consequential damages, or (ii) sums up to the amount of insurance proceeds
received by Tenant.  The foregoing indemnity by Landlord shall not be applicable
to claims to the extent arising from the negligence or willful misconduct of
Tenant or Tenant's Parties.  The foregoing indemnity by Landlord shall survive
the expiration or earlier termination of this Lease.
74. WAIVER OF
SUBROGATION
75. LANDLORD'S REPAIRS AND
MAINTENANCE
76. TENANT'S REPAIRS AND
MAINTENANCE
77. ALTERATIONS
78. Tenant shall not make, or allow to be made, any
alterations, physical additions, improvements or partitions, including without
limitation the attachment of any fixtures or equipment, in, about or to the
Premises ("Alterations") without obtaining the prior written
consent of Landlord, which consent shall not be unreasonably withheld with
respect to proposed Alterations which: (a) comply with all applicable
Regulations; (b) are, in Landlord's reasonable opinion, compatible with the
Building or the Project and its mechanical, plumbing, electrical,
heating/ventilation/air conditioning systems, and will not cause the Building or
Project or such systems to be required to be modified to comply with any
Regulations (including, without limitation, the Americans With Disabilities
Act); and (c) will not interfere with the use and occupancy of any other portion
of the Building or Project by any other tenant or its invitees.  The initial
Tenant's Work, as defined in Exhibit C hereto, shall not be considered an
"Alteration," as that term is defined above.  Specifically, but
without limiting the generality of the foregoing, Landlord shall have the right
of written consent for all plans and specifications for the proposed
Alterations, construction means and methods, all appropriate permits and
licenses, any contractor or subcontractor to be employed on the work of
Alterations, and the time for performance of such work, and may impose
reasonable rules and regulations for contractors and subcontractors performing
such work.  Tenant shall also supply to Landlord any documents and information
reasonably requested by Landlord in connection with Landlord's consideration of
a request for approval hereunder.  Notwithstanding the foregoing, Tenant shall
have the right, without consent of, but upon at least ten (10) business days'
prior written notice (as provided under Paragraph 12.B below) to, Landlord, to
make non-structural, cosmetic Alterations within the interior of the Premises
(and which are not visible from the outside of the Premises), which do not
impair the value of the Building, and which cost, in the aggregate, less than
Fifty Thousand Dollars ($50,000.00) in any twelve (12) month period during the
Term of this Lease, provided that such Alterations shall nevertheless he subject
to all of the remaining requirements of this Paragraph 12, including without
limitation, subparagraphs (a) through (c) above and payment of the
administration fee referred to in Paragraph 12.B below, other than the
requirement of Landlord's prior consent.  All Alterations shall be performed by
duly licensed contractors or subcontractors reasonably acceptable to Landlord,
proof of insurance shall be submitted to Landlord as required under Paragraph
8.B above, and Landlord reserves the right to impose reasonable rules and
regulations for contractors and subcontractors.  Tenant shall, if requested by
Landlord, promptly furnish Landlord with complete as-built plans and
specifications for any Alterations performed by Tenant to the Premises, at
Tenant's sole cost and expense.
79. Tenant shall cause all Alterations to be accomplished in
a first-class, good and workmanlike manner, and to comply with all applicable
Regulations and Paragraph 27 hereof.  Tenant shall at Tenant's sole expense,
perform any additional work required under applicable Regulations due to the
Alterations hereunder.  No review or consent by Landlord of or to any proposed
Alteration or additional work shall constitute a waiver of Tenant's obligations
under this Paragraph 12, nor constitute any warranty or representation that the
same complies with all applicable Regulations, for which Tenant shall at all
times be solely responsible.  Tenant shall reimburse Landlord for all reasonable
costs which Landlord may incur in connection with granting approval to Tenant
for any such Alterations, including any reasonable costs or expenses which
Landlord may incur in electing to have outside architects and engineers review
said plans and specifications, and shall pay Landlord an administration fee of
five percent (5%) of the cost of the Alterations as Additional Rent hereunder.
All such Alterations shall remain the property of Tenant until the expiration or
earlier termination of this Lease, at which time they shall be and become the
property of Landlord; provided, however, that Landlord may, at Landlord's
option, require that Tenant, at Tenant's expense, remove any or all Alterations
made by Tenant and restore the Premises by the expiration or earlier termination
of this Lease, to their condition existing prior to the construction of any such
Alterations.  All such removals and restoration shall be accomplished in a
first-class and good and workmanlike manner so as not to cause any damage to the
Premises or Project whatsoever.  In the alternative, at Landlord's election,
Tenant shall pay to Landlord the reasonable cost of performing any such removal
and restoration of Alterations which would otherwise be the responsibility of
Tenant hereunder, such cost to include a reasonable charge for Landlord's
overhead and profit as provided above, and such amount may be deducted from the
Security Deposit or any other sums or amounts held by Landlord under this Lease.
If Tenant fails to remove such Alterations or Tenant's trade fixtures or
furniture or other personal property, Landlord may keep and use them or remove
any of them and cause them to be stored or sold in accordance with applicable
law, at Tenant's sole expense.  In addition to and wholly apart from Tenant's
obligation to pay Tenant's Proportionate Share of Operating Expenses, Tenant
shall be responsible for and shall pay prior to delinquency any taxes or
governmental service fees, possessory interest taxes, fees or charges in lieu of
any such taxes, capital levies, or other charges imposed upon, levied with
respect to or assessed against its fixtures or personal property, on the value
of Alterations within the Premises, and on Tenant's interest pursuant to this
Lease, or any increase in any of the foregoing based on such Alterations.  To
the extent that any such taxes are not separately assessed or billed to Tenant,
Tenant shall pay the amount thereof as invoiced to Tenant by Landlord.
80. In compliance with Paragraph 27 hereof, at least ten (10)
business days before beginning construction of any Alteration, Tenant shall give
Landlord written notice of the expected commencement date of that construction
to permit Landlord to post and record a notice of non-responsibility.  Upon
substantial completion of construction, if the law so provides, Tenant shall
cause a timely notice of completion to be recorded in the office of the recorder
of the county in which the Building is located.  Within thirty (30) days
following substantial completion of any Alteration, Tenant shall deliver two (2)
complete sets of as-built drawings certified by Tenant and Tenant's contractor
as being true and correct, which certification shall survive the expiration or
termination of this Lease.
81. Notwithstanding anything to the contrary contained in
Paragraph 12.A, at the time Landlord gives its consent for any Alterations
requiring Landlord's consent pursuant thereto, Tenant shall also be notified
whether or not Landlord will require that such Alterations be removed upon the
expiration or earlier termination of this Lease.  If Landlord fails to so notify
Tenant, it shall be assumed that Landlord will not require their
removal.
82. SIGNS
83. Tenant shall not place, install, affix, paint or
maintain any signs, notices, graphics or banners whatsoever or any window decor
which is visible in or from public view, the common areas or the exterior of the
Premises or the Building, in or on any exterior window or window fronting upon
any common areas or service area without Landlord's prior written approval which
Landlord shall have the right to withhold in its absolute and sole discretion;
provided that Tenant's name shall be included in any Building-standard door and
directory signage, if any, in accordance with Landlord's Building signage
program, including without limitation, payment by Tenant of any fee charged by
Landlord for maintaining such signage, which fee shall constitute Additional
Rent hereunder.  Any installation of signs, notices, graphics or banners on or
about the Premises or Project approved by Landlord shall be subject to any
Regulations and to any other requirements imposed by Landlord.  Tenant shall
remove all such signs or graphics by the expiration or any earlier termination
of this Lease.  Such installations and removals shall be made in such manner as
to avoid injury to or defacement of the Premises, Building or Project and any
other improvements contained therein, and Tenant shall repair any injury or
defacement including without limitation discoloration caused by such
installation or removal.
84. Subject to Tenant's obtaining the approval of Landlord
and all appropriate governmental authorities and Tenant's compliance with all
Regulations and sign criteria to be developed by Landlord for the Project, and
provided Tenant is not at the time of installation in default under this Lease,
Tenant shall have the exclusive right to exterior Building "crown"
signage (meaning signage identification on the Building facade above the highest
windowline of the Building and below the top of the Building facade).  The
parties hereby acknowledge that plans and specifications for such Building
"crown" signage have not been prepared or approved by the parties.
However, subject to Tenant's obtaining the approval of all appropriate
governmental authorities and Tenant's compliance with all Regulations with
respect to such Building "crown" signage, Landlord shall reasonably
cooperate with Tenant to reach agreement upon professionally designed and
prepared Building "crown" signage reasonably acceptable to Tenant, and
to consult with Tenant in terms of Building signage plans hereafter submitted to
the City of San Mateo.  Tenant shall be solely responsible for the cost of any
Building modifications required to accommodate such Building "crown"
signage Tenant shall be responsible for all costs incurred in connection with
the fabrication, placement, operation, maintenance, repair and, upon termination
of this Lease or at such time as Tenant's rights pursuant to this Paragraph
cease, removal of such signage and repair of any damage caused by such removal.
Such costs shall include, without limitation, all required permits and
approvals.  The insurance and indemnity provisions of this Lease shall apply
with respect to all costs, losses and liabilities related in any way to such
signage Prior to Tenant's fabrication of such signage Tenant shall submit to
Landlord for Landlord's written approval, detailed drawings indicating, among
other things, the layout, design, style, materials and color of such signage
Landlord shall not be deemed to have approved the Tenant's sign plans, unless
approved by Landlord in writing.  Landlord shall approve or disapprove any
proposed sign plans submitted to Landlord for Landlord's approval within five
(5) business days after Landlord's receipt thereof. The placement, operation,
maintenance, repair and removal of such signage shall be subject to such
conditions as may be reasonably imposed by Landlord.  The rights granted Tenant
pursuant to this Paragraph shall be subject to Tenant's operating its business
from not less than fifty percent (50%) of the Rentable Area within the original
Premises, and such rights are personal to the original Tenant named in this
Lease and shall not inure to the benefit of any assignee, subtenant or other
transferee of Tenant's interest in this Lease or the Premises (other than an
"Affiliate" of Tenant, as defined below).
85. INSPECTION/POSTING
NOTICES
86. SERVICES AND
UTILITIES
87. Provided Tenant shall not be in default hereunder,
and subject to the provisions elsewhere herein contained (including, without
limitation, in Exhibit C hereto) and to the rules and regulations of the
Building, Landlord shall furnish to the Premises during generally recognized
business days (currently defined as 8 a.m. to 6 p.m.), to be determined by
Landlord (but exclusive, in any event, of Saturdays, Sundays and legal
holidays), water for lavatory and drinking purposes and electricity, heat and
air conditioning as usually furnished or supplied for use of the Premises for
reasonable and normal office use as of the date of the substantial completion of
the Tenant's Work (but not including above-standard or continuous cooling for
excessive heat-generating machines, excess lighting or equipment), janitorial
services during the times and in the manner that such services are, in
Landlord's judgment, customarily furnished in comparable office buildings in the
immediate market area, and elevator service, which shall mean non-exclusive
service either by non-attended automatic elevators or elevators with attendants,
or both, at the option of Landlord.  Upon Landlord's receipt of written request
by Tenant, Landlord shall make available additional or after-hours electricity,
heating or air conditioning to Tenant, and Tenant shall pay upon demand to
Landlord a reasonable charge for such services as determined by Landlord and any
other extraordinary operating costs that result from Tenant's use of the
Premises.  Tenant agrees to keep and cause to be kept closed all window covering
when necessary because of the sun's position, and Tenant also agrees at all
times to cooperate fully with Landlord and to abide by all of the regulations
and requirements which Landlord may reasonably prescribe for the proper
functioning and protection of electrical, heating, ventilating and air
conditioning systems.  Wherever heat-generating machines, excess lighting or
equipment are used in the Premises which affect the temperature otherwise
maintained by the air conditioning system, Landlord reserves the right to
install supplementary air conditioning units in the Premises and the cost
thereof, including the cost of installation and the cost of operation and
maintenance thereof, shall be paid by Tenant to Landlord upon demand by
Landlord.
88. Tenant shall not without written consent of Landlord use
any apparatus, equipment or device in the Premises, including without
limitation, computers, electronic data processing machines, copying machines,
and other machines, using excess lighting or using electric current, water, or
any other resource in excess of or which will in any way increase the amount of
electricity, water, or any other resource being furnished or supplied for the
use of the Premises for reasonable and normal office use, or which will require
additions or alterations to or interfere with the Building power distribution
systems; nor connect with electric current, except through existing electrical
outlets in the Premises or water pipes, any apparatus, equipment or device for
the purpose of using electrical current, water, or any other resource.  If
Tenant shall require water or electric current or any other resource in excess
of that furnished or supplied for the use of the Premises for reasonable and
normal office use as reasonably determined by Landlord, Tenant shall first
procure the written consent of Landlord which Landlord may refuse, to the use
thereof, and Landlord may cause a special meter to be installed in the Premises
at Tenant's sole cost and expense so as to measure the amount of water, electric
current or other resource consumed for any such other use.  Tenant shall pay
directly to Landlord upon demand as an addition to and separate from payment of
Operating Expenses the cost of all such additional resources, energy, utility
service and meters (and of installation, maintenance and repair thereof and of
any additional circuits or other equipment necessary to furnish such additional
resources, energy, utility or service).  Landlord may add to the separate or
metered charge a recovery of additional expense incurred in keeping account of
the excess water, electric current or other resource so consumed.  Following
receipt of Tenant's request to do so, Landlord shall use good faith efforts to
restore any service specifically to be provided under Paragraph 15 that becomes
unavailable and which is in Landlord's reasonable control to restore; provided,
however, that Landlord shall in no case be liable for any damages directly or
indirectly resulting from nor shall the Rent or any monies owed Landlord under
this Lease herein reserved be abated by reason of: (a) the installation, use or
interruption of use of any equipment used in connection with the furnishing of
any such utilities or services, or any change in the character or means of
supplying or providing any such utilities or services or any supplier thereof,
(b) (1) the failure to furnish or delay in furnishing any such utilities or
services when such failure or delay is caused by acts of God or the elements,
labor disturbances of any character, or any other accidents or any other reason
whatsoever, or (2) because of any interruption of service due to Tenant's use of
water, electric current or other resource in excess of that being supplied or
furnished for the use of the Premises as of the date Tenant takes possession of
the Premises; (c) the inadequacy, limitation, curtailment, rationing or
restriction on use of water, electricity, gas or any other form of energy or any
other service or utility whatsoever serving the Premises or Project, whether by
Regulation or otherwise; or (d) the partial or total unavailability of any such
utilities or services to the Premises or the Building or the diminution in the
quality or quantity thereof, whether by Regulation or otherwise; or (e) any
interruption in Tenant's business operations as a result of any such occurrence;
nor shall any such occurrence constitute an actual or constructive eviction of
Tenant or a breach of an implied warranty by Landlord.  Notwithstanding the
foregoing, if Tenant is prevented from using, and does not use, all or part of
the Premises (the "Affected Area") as a result of a Essential
Services Interruption Event, as defined below, if this Essential Services
Interruption Event continues for three (3) consecutive business days after
Landlord's receipt of notice from Tenant of the Essential Services Interruption
Event (the "Eligibility Period"), the Rent payable under this
Lease shall be abated after the expiration of the Eligibility Period for such
time that Tenant continues to be prevented from using, and does not use, the
Affected Area in the proportion that the rentable area of the Affected Area
bears to the total rentable area of the Premises, but only to the extent
Landlord actually receives rental loss insurance proceeds allocable thereto.
If, however, Tenant reoccupies any portion of the Premises during this period,
the Rent allocable to this reoccupied portion (based on the proportion that the
rentable area of the reoccupied portion of the Premises bears to the total
rentable area of the Premises) shall be payable by Tenant from the date on which
Tenant reoccupies this portion of the Premises.  An "Essential Services
Interruption Event" shall mean the failure of or interruption in
essential services required to be supplied by Landlord to the Premises during
ordinary business hours of generally recognized business days which occurs
solely as a result of an event described in clause (a), (b), (c) or (d) above.
In the event of a stoppage or interruption of services, Landlord shall
diligently attempt to resume such services as promptly as practicable.  Landlord
shall further have no obligation to protect or preserve any apparatus, equipment
or device installed by Tenant in the Premises, including without limitation by
providing additional heating or air conditioning.  Landlord shall be entitled to
cooperate voluntarily and in a reasonable manner with the efforts of national,
state or local governmental agencies or utility suppliers in reducing energy or
other resource consumption.  The obligation to make services available hereunder
shall be subject to the limitations of any such voluntary, reasonable program.
In addition, Landlord reserves the right to select or to change the supplier or
provider of any such utility or service from time to time provided Tenant's
service is not interrupted as a result thereof.  Tenant shall have no right to
contract with or otherwise obtain any electrical or other such service for or
with respect to the Premises or Tenant's operations therein from any supplier or
provider of any such service.  Tenant shall cooperate with Landlord and any
supplier or provider of such services designated by Landlord from time to time
to facilitate the delivery of such services to Tenant at the Premises and to
tile Building and Project, including without limitation allowing Landlord and
Landlord's suppliers or providers, and their respective agents and contractors,
reasonable access to the Premises for the purpose of installing, maintaining,
repairing, replacing or upgrading such service or any equipment or machinery
associated therewith.
89. Tenant shall pay, upon demand, for all utilities
furnished to the Premises, or if not separately billed to or metered to Tenant,
Tenant's Proportionate Share of all charges jointly serving the Project or
Common Areas, as applicable, in accordance with Paragraph 7.  All sums payable
under this Paragraph 15 shall constitute Additional Rent
hereunder.
90. SUBORDINATION AND
ATTORNMENT
91. Except as otherwise provided herein, this Lease shall
be and is hereby declared to be subject and subordinate at all times to: (a) all
around leases or underlying leases which may now exist or hereafter be executed
affecting the Premises and/or the land upon which the Premises and Project are
situated, or both; and (b) any mortgage or deed of trust which may now exist or
be placed upon the Building, the Project and/or the land upon which the Premises
or the Project are situated, or said ground leases or underlying leases, or
Landlord's interest or estate in any of said items which is specified as
security.  Notwithstanding the foregoing, Landlord shall have the right to
subordinate or cause to be subordinated any such ground leases or underlying
leases or any such liens to this Lease.  If any ground lease or underlying lease
terminates for any reason or any mortgage or deed of trust is foreclosed or a
conveyance in lieu of foreclosure is made for any reason, Tenant shall,
notwithstanding any subordination, attorn to and become the Tenant of the
successor in interest to Landlord provided that Tenant shall not he disturbed in
its possession under this Lease by such successor in interest so long as Tenant
is not in default under this Lease beyond any applicable cure period.  Within
ten (10) days after request by Landlord, Tenant shall execute and deliver any
additional documents evidencing Tenant's attornment or the subordination of this
Lease with respect to any such ground leases or underlying leases or any such
mortgage or deed of trust, in the form reasonably requested by Landlord or by
any ground landlord, mortgagee, or beneficiary under a deed of trust, subject to
such nondisturbance requirement.  Notwithstanding the foregoing, it shall be a
condition precedent to Tenant's obligation to hereafter attorn to or subordinate
this Lease to the rights of any trust deed beneficiary, mortgagee or ground
lessor, that Landlord shall secure from such beneficiary, mortgagee or ground
lessor a written agreement of subordination, attornment and non-disturbance in
form reasonably designated by such beneficiary, mortgagee or ground lessor (a
"SNDA") which would provide, without limitation, that so long as
Tenant is not in default hereunder beyond any applicable cure period, Tenant may
remain in possession of the Premises pursuant to the terms hereof and without
any diminution of Tenant's rights should Landlord become in default with respect
to such deed of trust, mortgage or ground lease or should the Premises become
the subject of any action to foreclose any mortgage or to dispossess Landlord.
Such SNDA would provide, among other things, that the new owner following any
foreclosure, sale or conveyance shall not be (i) liable for any act or omission
of any prior landlord or with respect to events occurring prior to acquisition
of ownership; (ii) subject to any offsets or defenses which Tenant might have
against any prior landlord; (iii) bound by prepayment of more than one (1)
month's Rent; or (iv) liable to Tenant for any security deposit not actually
received by such new owner.  Each ground landlord, mortgagee, or beneficiary
under a deed of trust shall be an express third party beneficiary of the
provisions of this Paragraph 16 and any other provisions of this Lease that are
for the benefit of such party.
92. Tenant covenants and agrees that in the event that any
proceedings are brought for the foreclosure of any mortgage or deed of trust, or
if any ground or master lease is terminated, it shall attorn, without any
deductions or set-offs whatsoever, to the purchaser upon any such foreclosure
sale or deed in lieu thereof, or to the lessor of such ground or master lease,
as the case may be, if so requested to do so by such purchaser or lessor, and to
recognize such purchaser or lessor as "Landlord" under this Lease.  If
requested, Tenant shall enter into a new lease with that successor on the same
terms and conditions as are contained in this Lease (for the unexpired portion
of the Term then remaining).
93. FINANCIAL
STATEMENTS
94. ESTOPPEL
CERTIFICATE
95. SECURITY DEPOSIT
96. LIMITATION OF TENANT'S
REMEDIES
97. ASSIGNMENT AND SUBLETTING
98. General.  This Lease has been negotiated
to be and is granted as an accommodation to Tenant.  Accordingly, this Lease is
personal to Tenant and any Permitted Transferee(s), and Tenant's rights granted
hereunder do not include the right to assign this Lease or sublease the
Premises, or to receive any excess, either in installments or lump sum, over the
Rent which is expressly reserved by Landlord as hereinafter provided, except as
otherwise expressly hereinafter provided.  Tenant shall not assign or pledge
this Lease or sublet the Premises or any part thereof, whether voluntarily or by
operation of law, or permit the use or occupancy of the Premises or any part
thereof by anyone other than Tenant, or suffer or permit any such assignment,
pledge, subleasing or occupancy, without Landlord's prior written consent except
as provided herein.  If Tenant desires to assign this Lease or sublet any or all
of the Premises, Tenant shall give Landlord written notice (the
"Transfer Notice") at least thirty (30) days prior to the
anticipated effective date of the proposed assignment or sublease, which shall
contain all of the information reasonably requested by Landlord to address
Landlord's decision criteria specified hereinafter.  Landlord shall then have a
period of thirty (30) days following receipt of the Transfer Notice to notify
Tenant in writing that Landlord elects, in its reasonable discretion: (i) to
terminate this Lease as to the space so affected as of the date so requested by
Tenant, provided that in the case of a subletting, Landlord may not so elect to
terminate this Lease in the case of a subletting for a period (inclusive of
option terms granted to the subtenant under the sublease) of (1) not more than
five (5) years as to a subletting during the initial six (6) years of the Lease
Term, or (11) not more than three (3) years or such lesser period as then
remains in the Lease Term as to a subletting following the initial six (6) years
of the Lease Term, and provided, that in consideration of such election to
terminate, on or before the termination effective date, Landlord shall pay to
Tenant the "Recapture Amount" (as hereinafter defined); (ii) to
consent to the proposed assignment or sublease, subject, however, to Landlord's
prior written consent of the proposed assignee or subtenant and of any related
documents or agreements associated with the assignment or sublease; or (iii) to
withhold its consent to the proposed assignment or sublease in accordance with
this Paragraph 21.  Consent to any assignment or subletting shall not constitute
consent to any subsequent transaction to which this Paragraph 21 applies.
Notwithstanding anything to the contrary contained herein, in the event Landlord
so elects pursuant to clause (i) above to terminate this Lease as to the space
so affected, Tenant shall have the right to nullify such termination by
agreeing, in written notice delivered to Landlord within ten (10) days following
Tenant's receipt of Landlord's notice so electing to terminate, to withdraw the
applicable Transfer Notice and Tenant's request for the applicable assignment or
subletting specified therein.  As used herein, the "Recapture
Amount" shall mean the unamortized cost, as of the effective date of
such early termination of this Lease (based on monthly straight-line
amortization over the initial one hundred forty-four (144) month Term of this
Lease) of the sum of (x) the Additional Tenant Work, and (y) up to the initial
$20.00 per square foot of Premises Rentable Area of the Tenant Improvements, as
such costs are evidenced by the "Evidence of Lien-Free Completion of
Tenant's Work" (as defined in Exhibit C attached
hereto).


Conditions of Landlord's Consent.  Without
limiting the other instances in which it may be reasonable for Landlord to
withhold Landlord's consent to an assignment or subletting, Landlord and Tenant
acknowledge that it shall be reasonable for Landlord to withhold Landlord's
consent in the following instances: if the proposed assignee does not agree to
be bound by and assume in writing the obligations of Tenant under this Lease in
form and substance satisfactory to Landlord; the use of the Premises by such
proposed assignee or subtenant would not be a Permitted Use or would violate any
exclusivity or other arrangement which Landlord has with any other tenant or
occupant or any Regulation or would increase the Occupancy Density or Parking
Density of the Building or Project, or would otherwise result in an undesirable
tenant mix for the Project as reasonably determined by Landlord; the proposed
assignee or subtenant is not of sound financial condition as determined by
Landlord in Landlord's reasonable discretion; the proposed assignee or subtenant
is a governmental agency; the proposed assignee or subtenant does not have a
good reputation as a tenant of property or a good business reputation; the
proposed assignee or subtenant (or an affiliate of such assignee or subtenant)
is a person with whom Landlord is negotiating to lease space in the Project or
is a present tenant of the Project and Landlord or an affiliate of Landlord has
space available or will have space available in the Building or Project which
space satisfies the material requirements of such present tenant with respect to
its needs for additional space, including the approximate square footage, the
approximately timing of the leasehold estate and the nature of the existing
improvements or the ability to construct such improvements; the assignment or
subletting would entail any Alterations which would lessen the value of the
leasehold improvements in the Premises or use of any Hazardous Materials or
other noxious use or use which may disturb other tenants of the Project; or
Tenant is in default of any obligation of Tenant under this Lease, or Tenant has
defaulted under this Lease on three (3) or more occasions during the twelve (12)
months preceding the date that Tenant shall request consent.  Failure by or
refusal of Landlord to consent to a proposed assignee or subtenant shall not
cause a termination of this Lease.  Upon a termination under Paragraph
21.A(1)(i), Landlord may lease the Premises to any party, including parties with
whom Tenant has negotiated an assignment or sublease, without incurring any
liability to Tenant.  At the sole option of Landlord, a surrender and
termination of this Lease, shall operate as an assignment to Landlord of some or
all subleases or subtenancies.  Landlord shall exercise this option by giving
notice of that assignment to such subtenants on or before the effective date of
the surrender and termination.  In connection with each request for assignment
or subletting, and regardless of whether Landlord consents to such request,
Tenant shall pay to Landlord Landlord's standard fee for approving such
requests, as well as all costs incurred by Landlord or any mortgagee or ground
lessor in approving each such request and effecting any such transfer,
including, without limitation, reasonable attorneys' fees.
Permitted Transfers.  An "Affiliate"
means any entity that (i) controls, is controlled by, or is under common control
with Tenant, (ii) results from the transfer of all or substantially all of
Tenant's assets or stock, or (iii) results from the merger or consolidation of
Tenant with another entity.  "Control" means the direct or indirect
ownership of more than fifty percent (50%) of the voting securities of an entity
or possession of the right to vote more than fifty percent (50%) of the voting
interest in the ordinary direction of the entity's affairs.  Notwithstanding
anything to the contrary contained in this Lease, Landlord's consent is not
required for and Landlord's recapture rights and right to share in bonus rent
shall not apply to any assignment of this Lease or sublease or other occupancy
agreement of all or a portion of the Premises to an Affiliate so long as the
following conditions are met: (a) at least ten (10) business days before any
such assignment or sublease, Landlord receives written notice of such assignment
or sublease (as well as any documents or information reasonably requested by
Landlord regarding the proposed intended transfer and the transferee), unless
such disclosure is prohibited by applicable law, in which event Tenant shall
provide notice and such other documents as soon as is reasonably practicable and
to the extent and in accordance with applicable laws; (b) Tenant is not then in
default under this Lease; (c) if the transfer is an assignment or any other
transfer to an Affiliate other than a sublease, the intended assignee assumes in
writing all of Tenant's obligations under this Lease relating to the Premises in
form satisfactory to Landlord or, if the transfer is a sublease, the intended
sublessee accepts the sublease in form satisfactory to Landlord; (d) the
intended transferee has a tangible net worth, as evidenced by financial
statements delivered to Landlord and certified by an independent certified
public accountant in accordance with generally accepted accounting principles
that are consistently applied, at least equal to the tangible net worth of
Tenant as of the execution of this Lease; (e) the Premises shall continue to be
operated solely for the use specified in the Basic Lease Information; and (f)
Tenant shall pay to Landlord Landlord's standard fee for approving assignments
and subleases (which fee shall not exceed one thousand dollars ($1,000.00)) and
all costs reasonably incurred by Landlord or any mortgagee or ground lessor for
such assignment or subletting, including, without limitation, reasonable
attorneys' fees.  No transfer to an Affiliate in accordance with this
subparagraph shall relieve Tenant named herein of any obligation under this
Lease or alter the primary liability of Tenant named herein for the payment of
Rent or for the performance of any other obligation to be performed by Tenant,
including the obligations contained in Paragraph 25 with respect to any
Affiliate.  Each such transfer to an Affiliate shall be a "Permitted
Transfer" and the transferee of each Permitted Transfer shall be a
"Permitted Transferee."
99. General.  This Lease has been negotiated
to be and is granted as an accommodation to Tenant.  Accordingly, this Lease is
personal to Tenant and any Permitted Transferee(s), and Tenant's rights granted
hereunder do not include the right to assign this Lease or sublease the
Premises, or to receive any excess, either in installments or lump sum, over the
Rent which is expressly reserved by Landlord as hereinafter provided, except as
otherwise expressly hereinafter provided.  Tenant shall not assign or pledge
this Lease or sublet the Premises or any part thereof, whether voluntarily or by
operation of law, or permit the use or occupancy of the Premises or any part
thereof by anyone other than Tenant, or suffer or permit any such assignment,
pledge, subleasing or occupancy, without Landlord's prior written consent except
as provided herein.  If Tenant desires to assign this Lease or sublet any or all
of the Premises, Tenant shall give Landlord written notice (the
"Transfer Notice") at least thirty (30) days prior to the
anticipated effective date of the proposed assignment or sublease, which shall
contain all of the information reasonably requested by Landlord to address
Landlord's decision criteria specified hereinafter.  Landlord shall then have a
period of thirty (30) days following receipt of the Transfer Notice to notify
Tenant in writing that Landlord elects, in its reasonable discretion: (i) to
terminate this Lease as to the space so affected as of the date so requested by
Tenant, provided that in the case of a subletting, Landlord may not so elect to
terminate this Lease in the case of a subletting for a period (inclusive of
option terms granted to the subtenant under the sublease) of (1) not more than
five (5) years as to a subletting during the initial six (6) years of the Lease
Term, or (11) not more than three (3) years or such lesser period as then
remains in the Lease Term as to a subletting following the initial six (6) years
of the Lease Term, and provided, that in consideration of such election to
terminate, on or before the termination effective date, Landlord shall pay to
Tenant the "Recapture Amount" (as hereinafter defined); (ii) to
consent to the proposed assignment or sublease, subject, however, to Landlord's
prior written consent of the proposed assignee or subtenant and of any related
documents or agreements associated with the assignment or sublease; or (iii) to
withhold its consent to the proposed assignment or sublease in accordance with
this Paragraph 21.  Consent to any assignment or subletting shall not constitute
consent to any subsequent transaction to which this Paragraph 21 applies.
Notwithstanding anything to the contrary contained herein, in the event Landlord
so elects pursuant to clause (i) above to terminate this Lease as to the space
so affected, Tenant shall have the right to nullify such termination by
agreeing, in written notice delivered to Landlord within ten (10) days following
Tenant's receipt of Landlord's notice so electing to terminate, to withdraw the
applicable Transfer Notice and Tenant's request for the applicable assignment or
subletting specified therein.  As used herein, the "Recapture
Amount" shall mean the unamortized cost, as of the effective date of
such early termination of this Lease (based on monthly straight-line
amortization over the initial one hundred forty-four (144) month Term of this
Lease) of the sum of (x) the Additional Tenant Work, and (y) up to the initial
$20.00 per square foot of Premises Rentable Area of the Tenant Improvements, as
such costs are evidenced by the "Evidence of Lien-Free Completion of
Tenant's Work" (as defined in Exhibit C attached
hereto).
100. Conditions of Landlord's Consent.  Without
limiting the other instances in which it may be reasonable for Landlord to
withhold Landlord's consent to an assignment or subletting, Landlord and Tenant
acknowledge that it shall be reasonable for Landlord to withhold Landlord's
consent in the following instances: if the proposed assignee does not agree to
be bound by and assume in writing the obligations of Tenant under this Lease in
form and substance satisfactory to Landlord; the use of the Premises by such
proposed assignee or subtenant would not be a Permitted Use or would violate any
exclusivity or other arrangement which Landlord has with any other tenant or
occupant or any Regulation or would increase the Occupancy Density or Parking
Density of the Building or Project, or would otherwise result in an undesirable
tenant mix for the Project as reasonably determined by Landlord; the proposed
assignee or subtenant is not of sound financial condition as determined by
Landlord in Landlord's reasonable discretion; the proposed assignee or subtenant
is a governmental agency; the proposed assignee or subtenant does not have a
good reputation as a tenant of property or a good business reputation; the
proposed assignee or subtenant (or an affiliate of such assignee or subtenant)
is a person with whom Landlord is negotiating to lease space in the Project or
is a present tenant of the Project and Landlord or an affiliate of Landlord has
space available or will have space available in the Building or Project which
space satisfies the material requirements of such present tenant with respect to
its needs for additional space, including the approximate square footage, the
approximately timing of the leasehold estate and the nature of the existing
improvements or the ability to construct such improvements; the assignment or
subletting would entail any Alterations which would lessen the value of the
leasehold improvements in the Premises or use of any Hazardous Materials or
other noxious use or use which may disturb other tenants of the Project; or
Tenant is in default of any obligation of Tenant under this Lease, or Tenant has
defaulted under this Lease on three (3) or more occasions during the twelve (12)
months preceding the date that Tenant shall request consent.  Failure by or
refusal of Landlord to consent to a proposed assignee or subtenant shall not
cause a termination of this Lease.  Upon a termination under Paragraph
21.A(1)(i), Landlord may lease the Premises to any party, including parties with
whom Tenant has negotiated an assignment or sublease, without incurring any
liability to Tenant.  At the sole option of Landlord, a surrender and
termination of this Lease, shall operate as an assignment to Landlord of some or
all subleases or subtenancies.  Landlord shall exercise this option by giving
notice of that assignment to such subtenants on or before the effective date of
the surrender and termination.  In connection with each request for assignment
or subletting, and regardless of whether Landlord consents to such request,
Tenant shall pay to Landlord Landlord's standard fee for approving such
requests, as well as all costs incurred by Landlord or any mortgagee or ground
lessor in approving each such request and effecting any such transfer,
including, without limitation, reasonable attorneys' fees.
101. Permitted Transfers.  An "Affiliate"
means any entity that (i) controls, is controlled by, or is under common control
with Tenant, (ii) results from the transfer of all or substantially all of
Tenant's assets or stock, or (iii) results from the merger or consolidation of
Tenant with another entity.  "Control" means the direct or indirect
ownership of more than fifty percent (50%) of the voting securities of an entity
or possession of the right to vote more than fifty percent (50%) of the voting
interest in the ordinary direction of the entity's affairs.  Notwithstanding
anything to the contrary contained in this Lease, Landlord's consent is not
required for and Landlord's recapture rights and right to share in bonus rent
shall not apply to any assignment of this Lease or sublease or other occupancy
agreement of all or a portion of the Premises to an Affiliate so long as the
following conditions are met: (a) at least ten (10) business days before any
such assignment or sublease, Landlord receives written notice of such assignment
or sublease (as well as any documents or information reasonably requested by
Landlord regarding the proposed intended transfer and the transferee), unless
such disclosure is prohibited by applicable law, in which event Tenant shall
provide notice and such other documents as soon as is reasonably practicable and
to the extent and in accordance with applicable laws; (b) Tenant is not then in
default under this Lease; (c) if the transfer is an assignment or any other
transfer to an Affiliate other than a sublease, the intended assignee assumes in
writing all of Tenant's obligations under this Lease relating to the Premises in
form satisfactory to Landlord or, if the transfer is a sublease, the intended
sublessee accepts the sublease in form satisfactory to Landlord; (d) the
intended transferee has a tangible net worth, as evidenced by financial
statements delivered to Landlord and certified by an independent certified
public accountant in accordance with generally accepted accounting principles
that are consistently applied, at least equal to the tangible net worth of
Tenant as of the execution of this Lease; (e) the Premises shall continue to be
operated solely for the use specified in the Basic Lease Information; and (f)
Tenant shall pay to Landlord Landlord's standard fee for approving assignments
and subleases (which fee shall not exceed one thousand dollars ($1,000.00)) and
all costs reasonably incurred by Landlord or any mortgagee or ground lessor for
such assignment or subletting, including, without limitation, reasonable
attorneys' fees.  No transfer to an Affiliate in accordance with this
subparagraph shall relieve Tenant named herein of any obligation under this
Lease or alter the primary liability of Tenant named herein for the payment of
Rent or for the performance of any other obligation to be performed by Tenant,
including the obligations contained in Paragraph 25 with respect to any
Affiliate.  Each such transfer to an Affiliate shall be a "Permitted
Transfer" and the transferee of each Permitted Transfer shall be a
"Permitted Transferee."
102. Bonus Rent.  Any Rent or other consideration
realized by Tenant under any such sublease or assignment in excess of the Rent
payable hereunder, after (i) amortization of a reasonable brokerage commission
and reasonable attorneys' fees and improvement costs incurred by Tenant solely
in connection with such sublease or assignment (and except to the extent paid
for or reimbursed by Landlord) and (ii) Tenant's recovery from such excess Rent
or consideration paid by such subtenant or assignee of the then unamortized cost
(based on monthly straight-line amortization over the initial one hundred forty-
four (144) month Term of this Lease) of the sum of (x) the Additional Tenant
Work plus (y) the initial $20.00 per square foot of Premises Rentable Area of
the Tenant Improvements, as evidenced by the "Evidence of Lien-Free
Completion of Tenant's Work" (as defined in Exhibit C attached hereto),
shall be divided and paid, fifty percent (50%) to Tenant, fifty percent (50%) to
Landlord, except in connection with a Permitted Transfer.  In any subletting or
assignment undertaken by Tenant, Tenant shall diligently seek to obtain a
sublease reflecting fair market rent for comparable space (including, but not
limited to, sublease space) available for leasing in the geographical area in
which the Building is located.
103. Corporation.  If Tenant is a corporation, a
transfer of corporate shares by sale, assignment, bequest, inheritance,
operation of law or other disposition (including such a transfer to or by a
receiver or trustee in federal or state bankruptcy, insolvency or other
proceedings) resulting in a change in the present control of such corporation or
any of its parent corporations by the person or persons owning a majority of
said corporate shares, shall constitute an assignment for purposes of this
Lease.  Notwithstanding anything to the contrary in this Lease, the transfer of
outstanding capital stock or other listed equity interests, or the purchase of
outstanding capital stock or other listed equity interests, or the purchase of
equity interests issued in an initial public offering of stock through the
"over-the-counter" market or any recognized national or international
securities exchange shall not be included in determining whether control has
been transferred.
104. Unincorporated Entity.  If Tenant is a
partnership, joint venture, unincorporated limited liability company or other
unincorporated business form, a transfer of the interest of persons, firms or
entities responsible for managerial control of Tenant by sale, assignment,
bequest, inheritance, operation of law or other disposition, so as to result in
a change in the present control of said entity and/or of the underlying
beneficial interests of said entity and/or a change in the identity of the
persons responsible for the general credit obligations of said entity shall
constitute an assignment for all purposes of this Lease.
105. Liability.  No assignment or subletting by Tenant,
permitted or otherwise, shall relieve Tenant of any obligation under this Lease
or any guarantor of this Lease of any liability under its guaranty or alter the
primary liability of the Tenant named herein for the payment of Rent or for the
performance of any other obligations to be performed by Tenant, including
obligations contained in Paragraph 25 with respect to any assignee or subtenant.
Landlord, at its option, may collect rent or other amounts or any portion
thereof directly from any assignee, subtenant, or other occupant of the
Premises, permitted or otherwise, and apply the net rent collected to the Rent
payable hereunder, but no such collection shall be deemed to be a waiver of this
Paragraph 21, or the acceptance of the assignee, subtenant or occupant as
tenant, or a release of Tenant from (he further performance by Tenant of the
obligations of Tenant under this Lease or of any guarantor.  Any assignment or
subletting which conflicts with the provisions hereof shall be
void.
106. AUTHORITY
107. CONDEMNATION
108. Condemnation Resulting in Termination.  If the whole
or any substantial part of the Premises should be taken or condemned for any
public use under any Regulation, or by right of eminent domain, or by private
purchase in lieu thereof (a "Taking"), and the taking would prevent or
materially interfere with the Permitted Use of the Premises, either party shall
have the right to terminate this Lease at its option upon written notice within
30 days of such Taking.  If any material portion of the Building is subject to a
Taking or if any material portion of the Project unrelated to the Building is
subject to a Taking and such Taking has a material adverse effect on the
Building or occupancy of the Building, Landlord may terminate this Lease at its
option upon written notice within 30 days of such Taking.  In either of such
events, the Rent shall be abated during the unexpired portion of this Lease,
effective when the physical Taking of said Premises shall have
occurred.
109. Condemnation Not Resulting in Termination.  If a
portion of the Project of which the Premises are a part is subject to a Taking,
and the Taking prevents or materially interferes with the Permitted Use of the
Premises, and this Lease is not terminated as provided in Paragraph 23.A. above,
the Rent payable hereunder during the unexpired portion of this Lease shall be
reduced, beginning on the date when the physical Taking shall have occurred, to
such amount determined by Landlord as may be fair and reasonable under all of
the circumstances, but only after giving Landlord credit for all sums received
or to be received by Tenant by the condemning authority.  Notwithstanding
anything to the contrary contained in this Paragraph, if the temporary use or
occupancy of any part of the Premises shall be taken or appropriated under power
of eminent domain during the Term, this Lease shall be and remain unaffected by
such Taking or appropriation and Tenant shall continue to pay in full all Rent
payable hereunder by Tenant during the Term; in the event of any such temporary
appropriation or taking, Tenant shall be entitled to receive that portion of any
award which represents compensation for the use of or occupancy of the Premises
during the unexpired Term.
110. Award.  Landlord shall be entitled to (and Tenant
hereby absolutely and irrevocably assigns to Landlord) any and all payment,
income, rent, award or any interest therein whatsoever which may be paid or made
in connection with such Taking or conveyance and Tenant shall have no claim
against Landlord or otherwise for any sums paid by virtue of such proceedings,
whether or not attributable to the value of any unexpired portion of this Lease,
except as expressly provided in this Lease.
111. Waiver of CCP§1265.130.  Each party waives the
provisions of California Civil Code Procedure Section 1265.130 or any amendment
thereto or successor statute allowing either party to petition the superior
court to terminate this Lease as a result of a partial taking.
112. CASUALTY DAMAGE
113. General.  If the Premises or Building should be
damaged or destroyed by fire, tornado, earthquake or other casualty
(collectively, "Casualty"), Tenant shall give immediate written notice
thereof to Landlord.  Within ninety (90) days after Landlord's receipt of such
notice, Landlord shall notify Tenant (such notice is referred to herein as
"Landlord's Casualty Response Notice") whether in Landlord's
estimation material restoration of the Premises can reasonably be made within
one hundred eighty (180) days from the date of Landlord's Casualty Response
Notice (or, if longer, such longer time as is estimated for the completion of
such restoration).  Landlord's determination shall be binding on
Tenant.
114. Within 180 Days.  If the Premises or Building
should be damaged by Casualty to such extent that material restoration can in
Landlord's estimation be reasonably completed within one hundred eighty (180)
days from the date of Landlord's Casualty Response Notice, this Lease shall not
terminate.  Provided that insurance proceeds are received by Landlord to fully
repair the damage, Landlord shall proceed to rebuild and repair the Premises and
Building diligently and in the manner determined by Landlord, except that
Landlord shall not be required to rebuild, repair or replace any part of any
Alterations which may have been placed on or about the Premises or that were
paid for by Tenant.  If the Premises are untenantable in whole or in part
following such damage, the Rent payable hereunder during the period in which
they are untenantable shall be abated proportionately, but only to the extent of
rental abatement insurance proceeds received by Landlord during the time and to
the extent the Premises are unfit for occupancy.
115. Greater than 180 Days.  If the Premises or
Building should be damaged by Casualty to such extent that rebuilding or repairs
cannot in Landlord's estimation be reasonably completed within one hundred
eighty (180) days after the date of Landlord's Casualty Response Notice, then
Landlord shall have the option of either: (1) terminating this Lease effective
upon the date of the occurrence of such damage, in which event the Rent shall be
abated during the unexpired portion of this Lease; or (2) electing to rebuild or
repair the Premises diligently and in the manner determined by Landlord.
Landlord shall notify Tenant of its election within ninety (90) days after
Landlord's receipt of notice of the damage or destruction.  Notwithstanding the
above, Landlord shall not be required to rebuild, repair or replace any part of
any Alterations which may have been placed, on or about the Premises or that
were paid for by Tenant.  If the Premises are untenantable in whole or in part
following such damage, the Rent payable hereunder during the period in which
they are untenantable shall be abated proportionately, but only to the extent of
rental abatement insurance proceeds received by Landlord during the time and to
the extent the Premises are unfit for occupancy.
116. Tenant's Termination Right.  If Landlord's
Casualty Response Notice estimates that the rebuilding or repairs to the
applicable Casualty cannot in Landlord's reasonable estimation be reasonably
completed within two hundred seventy (270) days after the date of Landlord's
Casualty Response Notice, then Tenant shall have the option of terminating this
Lease by delivery of written notice of Tenant's election to terminate to
Landlord (which termination shall be effective upon the date of Landlord's
receipt of such notice, but subject to the provisions of this Paragraph 24
respecting Tenant's abatement rights following the occurrence of such casualty,
as applicable), within thirty (30) days following Tenant's receipt of notice of
Landlord's Casualty Response Notice.
117. Tenant's Fault.  Notwithstanding anything herein
to the contrary, if the Premises or any other portion of the Building are
damaged by Casualty resulting from the fault, negligence, or breach of this
Lease by Tenant or any of Tenant's Parties, Base Rent and Additional Rent shall
not be diminished during the repair of such damage and Tenant shall be liable to
Landlord for the cost and expense of the repair and restoration of the Building
caused thereby to the extent such cost and expense is not covered by insurance
proceeds or waived hereunder.
118. Insurance Proceeds.  Notwithstanding anything
herein to the contrary, if the Premises or Building are damaged or destroyed and
are not fully covered by the insurance proceeds received by Landlord or if the
holder of any indebtedness secured by a mortgage or deed of trust covering the
Premises requires that the insurance proceeds be applied to such indebtedness,
then in either case Landlord shall have the right to terminate this Lease by
delivering written notice of termination to Tenant within ninety (90) days after
the date of notice to Landlord that said damage or destruction is not fully
covered by insurance or such requirement is made by any such holder, as the case
may be, whereupon this Lease shall terminate.
119. Waiver.  This Paragraph 24 shall be Tenant's sole
and exclusive remedy in the event of damage or destruction to the Premises or
the Building.  As a material inducement to Landlord entering into this Lease,
Tenant hereby waives any rights it may have under Sections 1932, 1933(4), 1941
or 1942 of the Civil Code of California or any amendments thereto or successor
statutes with respect to any destruction of the Premises, Landlord's obligation
for tenantability of the Premises and Tenant's right to make repairs and deduct
the expenses of such repairs, or under any similar law, statute or ordinance now
or hereafter in effect.
120. Tenant's Personal Property.  In the event of any
damage or destruction of the Premises or the Building, under no circumstances
shall Landlord be required to repair any injury or damage to, or make any
repairs to or replacements of, Tenant's personal property.
121. HOLDING OVER
122. DEFAULT
123. Events of Default.  The occurrence of any of the
following shall constitute an event of default on the part of Tenant:
124. Abandonment.  Abandonment of the Premises for a
continuous period in excess of five (5) days.  Tenant waives any right to notice
Tenant may have under Section 1951.3 of the Civil Code of the State of
California, the terms of this Paragraph 26.A. being deemed such notice to Tenant
as required by said Section 1951.3.
125. Nonpayment of Rent.  Failure to pay any
installment of Rent or any other amount due and payable hereunder upon the date
when said payment is due, such failure continuing for three (3) business days
after written notice of such failure, as to which time is of the essence.  Such
notice shall replace rather than supplement any statutory notice required under
Code of Civil Procedure Section 1161 or any similar or successor
statute.
126. Other Obligations.  Failure to perform any
obligation, agreement or covenant under this Lease other than those matters
specified in subparagraphs (1) and (2) of this Paragraph 26.A., and in
Paragraphs 8, 16, 18, 25 and 27, such failure continuing for fifteen (15) days
after written notice of such failure, as to which time is of the essence,
provided that if more than fifteen (15) days is reasonably required for the
completion of the cure of such failure, then Tenant shall not be deemed to be in
default hereunder so long as such cure is promptly commenced within such fifteen
(15) day period and thereafter diligently and continuously prosecuted to
completion but in no event later than within ninety (90) days following Tenant's
receipt of such notice.
127. General Assignment.  A general assignment by
Tenant or any guarantor for the benefit of creditors.
128. Bankruptcy.  The filing of any voluntary petition
in bankruptcy by Tenant or any guarantor, or the filing of an involuntary
petition by Tenant's or any guarantor's creditors, which involuntary petition
remains undischarged for a period of thirty (30) days.  If under applicable law,
the trustee in bankruptcy or Tenant or any guarantor has the right to affirm
this Lease and continue to perform the obligations of Tenant or any guarantor
hereunder, such trustee Tenant or any guarantor shall, in such time period as
may be permitted by the bankruptcy court having jurisdiction, cure all defaults
of Tenant hereunder outstanding as of the date of the affirmance of this Lease
and provide to Landlord such adequate assurances as may he necessary to ensure
Landlord of the continued performance of Tenant's or any guarantor's obligations
under this Lease or guaranty.
129. Receivership.  The employment of a receiver to
take possession of substantially all of Tenant's or any guarantor's assets or
Tenant's leasehold of the Premises, if such appointment remains undismissed or
undischarged for a period of fifteen (15) days after the order
therefor.
130. Attachment.  The attachment, execution or other
judicial seizure of all or substantially all of Tenant's or any guarantor's
assets or Tenant's leasehold of the Premises, if such attachment or other
seizure remains undismissed or undischarged for a period of fifteen (15) days
after the levy thereof.
131. Insolvency.  The admission by Tenant or any
guarantor in writing of its inability to pay its debts as they become
due.
132. Remedies Upon Default.
133. Termination.  In the event of the occurrence of any
event of default, Landlord shall have the right to give a written termination
notice to Tenant, and on the date specified in such notice, Tenant's right to
possession shall terminate, and this Lease shall terminate unless on or before
such date all Rent in arrears and all costs and expenses incurred by or on
behalf of Landlord hereunder shall have been paid by Tenant and all other events
of default of this Lease by Tenant at the time existing shall have been fully
remedied to the satisfaction of Landlord.  At any time after such termination,
Landlord may recover possession of the Premises or any part thereof and expel
and remove therefrom Tenant and any other person occupying the same, including
any subtenant or subtenants notwithstanding Landlord's consent to any sublease,
by any lawful means, and again repossess and enjoy the Premises without
prejudice to any of the remedies that Landlord may have under this Lease, or at
law or equity by any reason of Tenant's default or of such termination.
Landlord hereby reserves the right, but shall not have the obligation, to
recognize the continued possession of any subtenant.  The delivery or surrender
to Landlord by or on behalf of Tenant of keys, entry codes, or other means to
bypass security at the Premises shall not terminate this Lease.
134. Continuation After Default.  Even though an event
of default may have occurred, this Lease shall continue in effect for so long as
Landlord does not terminate Tenant's right to possession under Paragraph 26.B(1)
hereof.  Landlord shall have the remedy described in California Civil Code
Section 1951.4 ("Landlord may continue this Lease in effect after Tenant's
breach and abandonment and recover Rent as it becomes due, if Tenant has the
right to sublet or assign, subject only to reasonable limitations"), or any
successor code section.  Accordingly, if Landlord does not elect to terminate
this Lease on account of any event of default by Tenant, Landlord may enforce
all of Landlord's rights and remedies under this Lease, including the right to
recover Rent as it becomes due.  Acts of maintenance, preservation or efforts to
lease the Premises or the appointment of a receiver under application of
Landlord to protect Landlord's interest under this Lease or other entry by
Landlord upon the Premises shall not constitute an election to terminate
Tenant's right to possession.
135. Requirement for Security Deposit.  If Tenant is in
default under Paragraph 26.A.(2) hereof and such default remains uncured for ten
(10) days after such occurrence or such default occurs more than three times in
any twelve (12) month period, Landlord may require that Tenant provide a
Security Deposit in an amount equal to three (3) times the current month's Rent
at the time of the most recent default.
136. Damages Upon Termination.  Should Landlord
terminate this Lease pursuant to the provisions of Paragraph 26.B(1) hereof,
Landlord shall have the rights and remedies of a Landlord provided by Section
1951.2 of the Civil Code of the State of California, or any successor code
sections.  Upon such termination, in addition to any other rights and remedies
to which Landlord may be entitled under applicable law or at equity, Landlord
shall be entitled to recover from Tenant: (1) the worth at the time of award of
the unpaid Rent and other amounts which had been earned at the time of
termination, (2) the worth at the time of award of the amount by which the
unpaid Rent and other amounts that would have been earned after the date of
termination until the time of award exceeds the amount of such Rent loss that
Tenant proves could have been reasonably avoided; (3) the worth at the time of
award of the amount by which the unpaid Rent and other amounts for the balance
of the Term after the time of award exceeds the amount of such Rent loss that
the Tenant proves could be reasonably avoided; and (4) any other amount and
court costs necessary to compensate Landlord for all detriment proximately
caused by Tenant's failure to perform Tenant's obligations under this Lease or
which, in the ordinary course of things, would be likely to result therefrom.
The "worth at the time of award" as used in (1) and (2) above shall be
computed at the Applicable Interest Rate (defined below).  The "worth at
the time of award" as used in (3) above shall be computed by discounting
such amount at the Federal Discount Rate of the Federal Reserve Bank of San
Francisco at the time of award plus one percent (1%).  If this Lease provides
for any periods during the Term during which Tenant is not required to pay Base
Rent or if Tenant otherwise receives a Rent concession, then upon the occurrence
of an event of default, Tenant shall owe to Landlord the full amount of such
Base Rent or value of such Rent concession, plus interest at the Applicable
Interest Rate, calculated from the date that such Base Rent or Rent concession
would have been payable.
137. Late Charge.  In addition to its other remedies,
and the right to recover all other costs and expenses incurred by Landlord as a
result of any late payment by Tenant, Landlord shall have the right without
notice or demand to add to the amount of any payment required to be made by
Tenant hereunder, and which is not paid and received by Landlord on or before
the third (3rd) business day of each calendar month, an amount equal to five
percent (5%) of the delinquency for each month or portion thereof that the
delinquency remains outstanding to compensate Landlord for the loss of the use
of the amount not paid and the administrative costs caused by the delinquency,
the parties agreeing that Landlord's damage by virtue of such delinquencies
would be extremely difficult and impracticable to compute and the amount stated
herein represents a reasonable estimate thereof.  Any waiver by Landlord of any
late charges or failure to claim the same shall not constitute a waiver of other
late charges or any other remedies available to Landlord.
138. Interest.  Interest shall accrue on all sums not
paid when due hereunder at the lesser of eighteen percent (18%) per annum or the
maximum interest rate allowed by law ("Applicable Interest
Rate") from the due date until paid.
139. Remedies Cumulative.  All of the rights,
privileges and elections or remedies of the parties are cumulative and not
alternative, to the extent permitted by law and except as otherwise provided in
this Lease (including, without limitation, in Paragraph 20 above).
140. Replacement of Statutory Notice Requirements.
When this Lease requires service of a notice, that notice shall replace rather
than supplement any equivalent or similar statutory notice, including any notice
required by California Code of Civil Procedure Section 1161 or any similar or
successor statute.  When a statute requires service of a notice in a particular
manner, service of that notice (or a similar notice required by this Lease) in
the manner required by this Paragraph 26 shall replace and satisfy the statutory
service-of-notice procedures, including those required by California Code of
Civil Procedure Section 1162 or any similar or successor statute.
141. LIENS
142. INTENTIONALLY
OMITTED
143. TRANSFERS BY LANDLORD
144. RIGHT OF LANDLORD TO PERFORM
TENANT'S COVENANTS
145. WAIVER
146. NOTICES
147. Rent.  All Rent and other payments required to be
made by Tenant to Landlord hereunder shall be payable to Landlord at Landlord's
Remittance Address set forth in the Basic Lease Information, or at such other
address as Landlord may specify from time to time by written notice delivered in
accordance herewith.  Tenant's obligation to pay Rent and any other amounts to
Landlord under the terms of this Lease shall not be deemed satisfied until such
Rent and other amounts have been actually received by Landlord.
148. Other.  All notices, demands, consents and
approvals which may or are required to be given by either party to the other
hereunder shall be in writing and either personally delivered, sent by
commercial overnight courier, mailed, certified or registered, postage prepaid
or sent by facsimile with confirmed receipt (and with an original sent by
commercial overnight courier), and in each case addressed to the party to be
notified at the Notice Address for such party as specified in the Basic Lease
Information or to such other place as the party to be notified may from time to
time designate by at least fifteen (15) days notice to the notifying party.
Notices shall be deemed served upon receipt or refusal to accept delivery.
Tenant appoints as its agent to receive the service of all default notices and
notice of commencement of unlawful detainer proceedings the person in charge of
or apparently in charge of occupying the Premises at the time, and, if there is
no such person, then such service may be made by attaching the same on the main
entrance of the Premises.
149. Required Notices.  Tenant shall immediately notify
Landlord in writing of any notice of a violation or a potential or alleged
violation of any Regulation that relates to the Premises or the Project, or of
any inquiry, investigation, enforcement or other action that is instituted or
threatened by any governmental or regulatory agency against Tenant or any other
occupant of the Premises, or any claim that is instituted or threatened by any
third party that relates to the Premises or the Project.
150. ATTORNEYS' FEES
151. SUCCESSORS AND
ASSIGNS
152. FORCE MAJEURE
153. SURRENDER OF
PREMISES
154. PARKING
155. MISCELLANEOUS
156. General.  The term "Tenant" or any pronoun
used in place thereof shall indicate and include the masculine or feminine, the
singular or plural number, individuals, firms or corporations, and their
respective successors, executors, administrators and permitted assigns,
according to the context hereof.
157. Time.  Time is of the essence regarding this Lease
and all of its provisions.
158. Choice of Law.  This Lease shall in all respects
be governed by the laws of the State or California.
159. Entire Agreement.  This Lease, together with its
Exhibits, addenda and attachments and the Basic Lease Information, contains all
the agreements of the parties hereto and supersedes any previous negotiations.
There have been no representations made by the Landlord or understandings made
between the parties other than those set forth in this Lease and its Exhibits,
addenda and attachments and the Basic Lease Information.
160. Modification.  This Lease may not be modified
except by a written instrument signed by the parties hereto.  Subject to
Tenant's one-time right to re-measure the Premises as set forth in Paragraph
39.A below, Tenant accepts the area of the Premises as specified in the Basic
Lease Information as the approximate area of the Premises for all purposes under
this Lease, and acknowledges and agrees that no other definition of the area
(rentable, usable or otherwise) of the Premises shall apply.  Except as
expressly otherwise provided herein, Tenant shall in no event be entitled to a
recalculation of the square footage of the Premises, rentable, usable or
otherwise, and no recalculation, if made, irrespective of its purpose, shall
reduce Tenant's obligations under this Lease in any manner, including without
limitation the amount of Base Rent payable by Tenant or Tenant's Proportionate
Share of the Building and of the Project.
161. Severability.  If, for any reason whatsoever, any
of the provisions hereof shall be unenforceable or ineffective, all of the other
provisions shall be and remain in full force and effect.
162. Recordation.  Tenant shall not record this Lease
or a short form memorandum hereof.
163. Examination of Lease.  Submission of this Lease to
Tenant does not constitute an option or offer to lease and this Lease is not
effective otherwise until execution and delivery by both Landlord and
Tenant.
164. Accord and Satisfaction.  No payment by Tenant of
a lesser amount than the total Rent due nor any endorsement on any check or
letter accompanying any check or payment of Rent shall be deemed an accord and
satisfaction of full payment of Rent, and Landlord may accept such payment
without prejudice to Landlord's right to recover the balance of such Rent or to
pursue other remedies.  All offers by or on behalf of Tenant of accord and
satisfaction are hereby rejected in advance.
165. Easements.  Landlord may grant easements on the
Project and dedicate for public use portions of the Project without Tenant's
consent; provided that no such grant or dedication shall materially interfere
with Tenant's Permitted Use of the Premises.  Upon Landlord's request, Tenant
shall execute, acknowledge and deliver to Landlord documents, instruments, maps
and plats necessary to effectuate Tenant's covenants hereunder.
166. Drafting and Determination Presumption. The
parties acknowledge that this Lease has been agreed to by both the parties, that
both Landlord and Tenant have consulted with attorneys with respect to the terms
of' this Lease and that no presumption shall be created against Landlord because
Landlord drafted this Lease. Except as otherwise specifically set forth in this
Lease, with respect to any consent, determination or estimation of Landlord
required or allowed in this Lease or requested of Landlord, Landlord's consent,
determination or estimation shall be given or made solely by Landlord in
Landlord's good faith opinion, whether or not objectively reasonable. If
Landlord fails to respond to any request for its consent within the time period,
if any, specified in this Lease, Landlord shall be deemed to have disapproved
such request.
167. Exhibits. The Basic Lease Information, and the
Exhibits, addenda and attachments attached hereto are hereby incorporated herein
by this reference and made a part of this Lease as though fully set forth
herein.
168. No Light, Air or View Easement. Any diminution or
shutting off of light, air or view by any structure which may be erected on
lands adjacent to or in the vicinity of the Building shall in no way affect this
Lease or impose any liability on Landlord.
169. No Third Party Benefit. This Lease is a contract
between Landlord and Tenant and nothing herein is intended to create any third
party benefit.
170. Quiet Enjoyment. Upon payment by Tenant of the
Rent, and upon the observance and performance of all of the other covenants,
terms and conditions on Tenant's part to be observed and performed, Tenant shall
peaceably and quietly hold and enjoy the Premises for the term hereby demised
without hindrance or interruption by Landlord or any other person or persons
lawfully or equitably claiming by, through or under Landlord, subject,
nevertheless, to all of the other terms and conditions of this Lease. Landlord
shall not be liable for any hindrance, interruption, interference or disturbance
by other tenants or third persons, nor shall Tenant be released from any
obligations under this Lease because of such hindrance, interruption,
interference or disturbance.
171. Counterparts. This Lease may be executed in any
number of counterparts, each of which shall be deemed an original.
172. Multiple Parties. If more than one person or
entity is named herein as Tenant, such multiple parties shall have joint and
several responsibility to comply with the terms of this Lease.
173. Prorations. Any Rent or other amounts payable to
Landlord by Tenant hereunder for any fractional month shall be prorated based on
a month of 30 days. As used herein, the term "fiscal year" shall mean
the calendar year or such other fiscal year as Landlord may deem
appropriate.
174. Authority. If either party is a corporation,
partnership or limited liability company, each individual executing this Lease
on behalf of said entity represents and warrants that he/she is duly authorized
to execute and deliver this Lease on behalf of said entity in accordance with a
duly adopted resolution of the board of directors or other authorizing body of
said entity or in accordance with the bylaws or other governing documents of
said entity, that that this Lease is binding upon said entity in accordance with
its terms. Further, either party shall, within thirty (30) days after request by
the other following execution of this Lease, deliver to the other party a copy
of a resolution of the board of directors or other authorizing body of said
entity authorizing or ratifying the execution and delivery of this
Lease.
175. Mortgagee Protection. Tenant agrees to give any
mortgagee(s) and/or trust deed holders whose name and address have been
previously furnished by Tenant, by registered mail, a copy of any notice of
default served upon Landlord. Tenant further agrees that if Landlord shall have
failed to cure such default within the time provided for in this Lease (if any)
then the mortgagees or trust deed holder(s) shall have an additional thirty (30)
days within which to cure such default or, if such default cannot be cured
within such thirty (30) days, then such additional time as may be necessary if,
within such thirty (30) days, such Mortgagee or trust deed holder has commenced
and is pursuing the remedies necessary to cure such default (including, but not
limited to, commencement of foreclosure proceedings, if necessary to effect such
cure), in which event this Lease shall not be terminated while such remedies are
being pursued.
176. Brokerage Commission. Landlord shall pay a
brokerage commission to Landlord's Broker in accordance with a separate
agreement between Landlord and Landlord's Broker. Landlord shall have no further
or separate obligation for payment of any commissions or fees to any other
broker or finder. Tenant warrants to Landlord that Tenant's sole contact with
Landlord or with the Premises in connection with this transaction has been
directly with Landlord, Landlord's Broker and Tenant's Broker, and that no other
broker or finder can properly claim a right to a commission or a finder's fee
based upon contacts between the claimant and Tenant. Any commissions or fees
payable to Tenant's Broker with respect to this transaction shall be paid by
Landlord's Broker or Tenant, and Landlord shall have no obligation with respect
thereto, Subject to the foregoing, Tenant agrees to indemnify and hold Landlord
harmless from any claims or liability, including reasonable attorneys' fees, in
connection with a claim by any person for a real estate broker's commission,
finder's fee or other compensation based upon any statement, representation or
agreement of Tenant, and Landlord agrees to indemnify and hold Tenant harmless
from any such claims or liability, including reasonable attorneys' fees, based
upon any statement, representation or agreement of Landlord.
177. ADDITIONAL
PROVISIONS
178. Measurement of Premises. The parties hereby agree
that the actual rentable areas of the Premises, the Building and the Project are
intended to be determined by Landlord's architect in accordance with the
rentable standards set forth in ANSI/BOMA Z65.1-1996. as promulgated by the
Building Owners and Managers Association ("BOMA Standard"),
which measurement standard shall include areas for management and servicing the
Building and other areas used in common within the Building. Landlord's
architect shall calculate and certify in writing to Landlord and Tenant the
rentable square footage of the Premises. If Landlord's architect determines that
the rentable square footage of the Premises is different from that stated in
this Lease, Rent that is based on rentable square footage (including, without
limitation, Tenant's Proportionate Share of the Building, common areas and
Project) shall be recalculated in accordance with that determination. On the
recalculation of Rent as provided herein, at Landlord's option, the parties
shall execute an amendment to this Lease stating the recalculated Rent. Tenant
shall have a one-time right, exercisable within twenty (20) business days after
substantial completion of Tenant's Work to remeasure the Premises and the
Building. Tenant shall complete the remeasurement within ten (10) business days
after expiration of such twenty (20) business day period. In the event such
remeasurement of the Premises and the Building by Tenant, within the time period
specified above, demonstrates to Landlord's reasonable satisfaction that the
rentable square footage measurement prepared by Landlord produces a square
footage number in excess of or lower than the square footage number which would
have resulted had the BOMA Standard been properly applied, certain items and
concepts addressed in this Lease with respect to the Premises, Base Rent,
Tenant's Proportionate Share, and all other matters related to the measurement
of the Building and the Premises shall be adjusted effective as of the Term
Commencement Date, to reflect the actual number of rentable square feet, as
properly remeasured under the BOMA Standard. Tenant shall have no further right
to remeasure the Premises or the Building. In the event that Landlord and Tenant
are unable to agree upon the measurement of the Premises or the Building within
a reasonable period of time, the arbitration process described in Paragraph 39.B
below shall apply. Within thirty (30) days after Landlord delivers to Tenant
final construction drawings for the Base Building Work, Tenant shall review such
plans to determine whether such plans indicate that the square footage
calculation reflected in the Basic Lease Information and Exhibit B is in
conformance with the BOMA Standard. If Landlord makes any modification to the
Building from as set forth on the those certain "50% Complete" set of
construction drawings prepared by Gensler dated November 29, 2000, which
increases Building Common Area but does not result in an increase in usable area
of the Premises (as both such terms are defined in accordance with the BOMA
Standard), then the rentable square footage of the Premises shall not be
increased as a result of the addition of such Building Common Area. By way of
example and without limitation, if Landlord encloses any mechanical or equipment
area on the roof of the Building, such additional enclosed space shall not be
included in Building Common Area for purposes of calculating the rentable square
footage of the Premises.
179. Arbitration of Disputes.
180. The parties agree that any and all disputes, claims
or controversies arising out of or relating to Paragraph 2 and/or Paragraph 39.A
of this Lease, except matters entitled to "fast-track" adjudication,
that are not resolved by their mutual agreement shall be submitted to final and
binding arbitration before JAMS/ENDISPUTE, or its successor, pursuant to the
United States Arbitration Act, 9 U.S.C. Sec. I et seq. Either party may commence
the arbitration process called for in this Paragraph 39.B by filing a written
demand for arbitration with JAMS/ENDISPUTE with a copy to the other party. The
arbitration will be conducted in the County in which the Premises is located and
in accordance with the provisions of JAMS/ENDISPUTE's Streamlined Arbitration
Rules and Procedures in effect at the time of filing the demand for arbitration.
The parties will cooperate with JAMS/ENDISPUTE and with one another in selecting
an arbitrator from JAMS/ENDISPUTE's panel of neutrals, and in scheduling the
arbitration proceedings. The parties covenant that they will participate in the
proceedings in good faith, and that they will share equally in its costs,
including, without limitation, the arbitrator's fees, provided that each party
shall bear its own attorneys' fees in connection with any arbitration. The
provisions of this Paragraph may be enforced by any Court of competent
jurisdiction, and, in the event that the arbitration process continues through
and including a final determination of liability in accordance with this
provision, the prevailing party shall be entitled to an award of all costs, fees
and expenses, including reasonable attorneys' fees, to be paid by the party
against whom enforcement is ordered.
181. NOTICE: By initialing the space below you are agreeing to
have all disputes, claims or controversies arising out Of Or relating to
Paragraph 2 and/or Paragraph 39.A of the Lease, except matters entitled to
"fast-track" adjudication, decided by neutral arbitration, and you are
giving up any rights you might possess to have those matters litigated in a
court or jury trial. By initialing in the space below you are giving up your
judicial rights to discovery and appeal except to the extent that they are
specifically provided for under this Paragraph 39.B. If you refuse to submit to
arbitration after agreeing to this provision, you may be compelled to arbitrate
under federal or state law. Your agreement to this arbitration provision is
voluntary.



|/s/  J.T. | /s/  J.A.
|--------- | ---------
|Landlord  | Tenant   





1. Delivery of Letter of Credit. In lieu of depositing a
security deposit with Landlord, Tenant shall, within ninety (90) days following
execution of this Lease, deliver to Landlord and cause to be in effect during
the Lease Term (for so long as the same is required hereunder) an unconditional,
irrevocable letter of credit ("LOC") in an amount equal to $28.00 per
rentable square foot in the Premises (the "LOC Amount") having
an initial term of not less than one (1) year and thereafter renewing
automatically from year to year. The LOC shall be in a form acceptable to
Landlord and shall be issued by an LOC bank selected by Tenant and acceptable to
Landlord. Without limiting the generality of the foregoing, the LOC must permit
one or more transfers of the LOC by Landlord in connection with any sale,
assignment, mortgage, encumbrance or other transfer or disposition
("Transfer") of the Project, the Building or this Lease. No fee
or other consideration may be charged by the LOC bank in connection with such
Transfer (or, if any such fee is charged, then such fee shall be paid by
Landlord). An LOC bank is a bank that accepts deposits. maintains accounts, has
a local office that will negotiate a letter of credit, has a credit rating and
financial condition reasonably acceptable to Landlord, and the deposits of which
are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all
costs, expenses, points and/or fees incurred by Tenant in obtaining the LOC. The
LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by
Tenant. Tenant acknowledges that Landlord has the right to transfer or mortgage
its interest in the Project, the Building and in this Lease and Tenant agrees
that in the event of any such transfer or mortgage, Landlord shall have the
right to transfer or assign the LOC and/or the LOC Security Deposit (as defined
below) to the transferee or mortgagee, and in the event of such transfer, Tenant
shall look solely to such transferee or mortgagee for the return of the LOC
and/or the LOC Security Deposit.
2. Replacement of Letter of Credit. Tenant may, from
time to time, replace any existing LOC with a new LOC if the new LOC (a) becomes
effective at least thirty (30) days before expiration of the LOC that it
replaces; (b) is in the required LOC amount; (c) is issued by an LOC bank
acceptable to Landlord; and (d) otherwise complies with the requirements of this
Paragraph 39.D.
3. Landlord's Right to Draw on Letter of Credit.
Landlord shall hold the LOC as security for the performance of Tenant's
obligations under this Lease. If, after notice and failure to cure within any
applicable period provided in this Lease, Tenant defaults on any provision of
this Lease. Landlord may, without prejudice to or limitation of any other remedy
it has, draw all or any portion of the LOC necessary to (a) pay Rent or other
sums in default; (b) pay or reimburse Landlord for any amount that Landlord may
spend or become obligated to spend in exercising Landlord's rights under
Paragraph 30 (Right of Landlord to Perform Tenant's Covenant); and/or (c)
compensate Landlord for any expense, loss, liability, or damage that Landlord
may suffer because of Tenant's default. If Tenant fails to renew or replace the
LOC at least thirty (30) days before its expiration, Landlord may, without
prejudice to any other remedy it has, draw on the entire amount of the
LOC.
4. LOC Security Deposit. Any amount of the LOC that
is drawn on by Landlord but not applied by Landlord shall be held by Landlord as
a security deposit (the "LOC Security Deposit") in accordance with
Paragraph 19 of this Lease.
5. Restoration of Letter of Credit and LOC Security
Deposit. If Landlord draws on any portion of the LOC and/or applies all or
any portion of such draw, Tenant shall, within five (5) business days after
demand by Landlord, either (a) deposit cash with Landlord in an amount that,
when added to the amount remaining under the LOC and the amount of any LOC
Security Deposit, shall equal the LOC Amount then required under this Paragraph
39.D; or (b) reinstate the LOC to the full LOC Amount.
6. Return of LOC. Notwithstanding anything to the
contrary contained herein, Tenant shall not be required to maintain the LOC
following Tenant's delivery to Landlord of the "Evidence of Lien-Free
Completion of Tenant's Work" (as defined in Exhibit C attached hereto.
Within thirty (30) days following Landlord's receipt of the Evidence of Lien-
Free Completion of Tenant's Work, Landlord shall return to Tenant the LOC (to
the extent not previously drawn by Landlord in accordance herewith) and any
proceeds therefrom to the extent not previously applied by Landlord in
accordance herewith.





EACH PARTY HERETO (WHICH INCLUDES ANY ASSIGNEE, SUCCESSOR
HEIR OR PERSONAL REPRESENTATIVE OF A PARTY) SHALL NOT SEEK A JURY TRIAL, HEREBY
WAIVES TRIAL BY JURY, AND HEREBY FURTHER WAIVES ANY OBJECTION TO VENUE IN THE
COUNTY IN WHICH THE BUILDING IS LOCATED, AND AGREES AND CONSENTS TO PERSONAL
JURISDICTION OF THE COURTS OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IN ANY
ACTION OR PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO AGAINST THE
OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS
LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY OF THE
PREMISES, OR ANY CLAIM OF INJURY OR DAMAGE, OR THE ENFORCEMENT OF ANY REMEDY
UNDER ANY STATUTE, EMERGENCY OR OTHERWISE, WHETHER ANY OF THE FOREGOING IS BASED
ON THIS LEASE OR ON TORT LAW. EACH PARTY REPRESENTS THAT IT HAS HAD THE
OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL CONCERNING THE EFFECT OF THIS
PARAGRAPH 40. THE PROVISIONS OF THIS PARAGRAPH 40 SHALL SURVIVE THE EXPIRATION
OR EARLIER TERMINATION OF THIS LEASE.

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

LANDLORD:

PW ACQUISITIONS VIII, LLC
                   A Delaware limited liability company

By:/s/  John C. Tashjian                   (Print Name and Title)

By:John C. Tashjian, Vice President                   (Print Name and Title)

Date:  December 29, 2000

TENANT:

SIEBEL SYSTEMS, INC., a Delaware Corporation

By:/s/  Jeffrey T. Amann                   (Print Name and Title)

By:Jeffrey T. Amann, Vice President, Legal
Affairs                   (Print Name and Title)

Date:  December ___, 2000

---

EXHIBIT A
Rules and Regulations

In the event of any inconsistency between the provisions
of the body of the Lease of which this Exhibit is a part and the provisions of
this Exhibit, the provisions of the body of the Lease of which this Exhibit is a
part shall govern.

1.	Driveways, sidewalks, halls, passages, exits,
entrances, elevators, escalators and stairways shall not be obstructed by
tenants or used by tenants for any purpose other than for ingress to and egress
from their respective premises. The driveways, sidewalks, halls, passages,
exits, entrances, elevators and stairways are not for the use of the general
public and Landlord shall in all cases retain the right to control and prevent
access thereto by all persons whose presence, in the judgment of Landlord, shall
be prejudicial to the safety, character, reputation and interests of the
Building, the Project and its tenants, provided that nothing herein contained
shall be construed to prevent such access to persons with whom any tenant
normally deals in the ordinary course of such tenant's business unless such
persons are engaged in illegal activities. No tenant, and no employees or
invitees of any tenant, shall go upon the roof of any Building, except as
authorized by Landlord. No tenant, and no employees or invitees of any tenant
shall move any common area furniture without Landlord's consent.

2.	No sign, placard, banner, picture, name, advertisement
or notice, visible from the exterior of the Premises or the Building or the
common areas of the Building shall be inscribed, painted, affixed, installed or
otherwise displayed by Tenant either on its Premises or any part of the Building
or Project without the prior written consent of Landlord in Landlord's sole and
absolute discretion. Landlord shall have the right to remove any such sign,
placard, banner, picture, name, advertisement, or notice without notice to and
at the expense of Tenant, which were installed or displayed in violation of this
rule. If Landlord shall have given such consent to Tenant at any time, whether
before or after the execution of Tenant's Lease, such consent shall in no way
operate as a waiver or release of any of the provisions hereof or of the Lease,
and shall be deemed to relate only to the particular sign, placard, banner,
picture, name, advertisement or notice so consented to by Landlord and shall not
be construed as dispensing with the necessity of obtaining the specific Written
consent of Landlord with respect to any other such sign, placard, banner,
picture, name, advertisement or notice. All approved signs or lettering on doors
and walls shall be printed, painted, affixed or inscribed at the expense of
Tenant by a person or vendor approved by Landlord and shall be removed by Tenant
at the time of vacancy at Tenant's expense.

3.	The directory of the Project will be provided
exclusively for the display of the name and location of tenants only.

4.	No curtains, draperies, blinds, shutters, shades,
screens or other coverings, awnings, hangings or decorations shall be attached
to, hung or placed in, or used in connection with, any window or door on the
Premises without the prior written consent of Landlord. In any event with the
prior written consent of Landlord, all such items shall be installed inboard of
Landlord's standard window covering and shall in no way be visible from the
exterior of the Building. All electrical ceiling fixtures hung in offices or
spaces along the perimeter of the Building must be fluorescent or of a quality,
type, design, and bulb color approved by Landlord. No articles shall be placed
or kept on the window sills so as to be visible from the exterior of the
Building. No articles shall be placed against glass partitions or doors which
Landlord considers unsightly from outside Tenant's Premises.

5.	Landlord reserves the right to exclude from the
Building and the Project, between the hours of 6 p.m. and 8 a.m. and at all
hours on Saturdays, Sundays and legal holidays, all persons who are not tenants
or their accompanied guests in the Building. Each tenant shall be responsible
for all persons for whom it allows to enter the Building or the Project and
shall be liable to Landlord for all acts of such persons. Landlord and its
agents shall not be liable for damages for any error concerning the admission
to, or exclusion from, the Building or the Project of any person. During the
continuance of any invasion, mob, riot, public excitement or other circumstance
rendering such action advisable in Landlord's opinion, Landlord reserves the
right (but shall not be obligated) to prevent access to the Building and the
Project during the continuance of that event by any means it considers
appropriate for the safety of tenants and protection of the Building, property
in the Building and the Project.

6.	All cleaning and janitorial services for the Building
and the Premises shall be provided exclusively through Landlord. Except with the
written consent of Landlord, no person or persons other than those approved by
Landlord shall be permitted to enter the Building for the purpose of cleaning
the same. Tenant shall not cause any unnecessary labor by reason of Tenant's
carelessness or indifference in the preservation of good order and cleanliness
of its Premises. Landlord shall in no way be responsible to Tenant for any loss
of property on the Premises, however occurring, or for any damage done to
Tenant's property by the janitor or any other employee or any other person.

7.	Tenant shall see that all doors of its Premises are
closed and securely locked and must observe strict care and caution that all
water faucets or water apparatus, coffee pots or other heat-generating devices
are entirely shut off before Tenant or its employees leave the Premises, and
that all utilities shall likewise be carefully shut off, so as to prevent waste
or damage. Tenant shall be responsible for any damage or injuries sustained by
other tenants or occupants of the Building or Project or by Landlord for
noncompliance with this rule. On multiple-tenancy floors, all tenants shall keep
the door or doors to the Building corridors closed at all times except for
ingress and egress.

8.	Tenant shall not use any method of heating or air-
conditioning other than that supplied by Landlord. As more specifically provided
in Tenant's lease of the Premises, Tenant shall not waste electricity, water or
air-conditioning and agrees to cooperate fully with Landlord to assure the most
effective operation of the Building's heating and air-conditioning, and shall
refrain from attempting to adjust any controls other than room thermostats
installed for Tenant's use.

9.	Landlord will furnish Tenant free of charge with two
keys to each door in the Premises. Landlord may make a reasonable charge for any
additional keys, and Tenant shall not make or have made additional keys. Tenant
shall not alter any lock or access device or install a new or additional lock or
access device or bolt on any door of its Premises, without the prior written
consent of Landlord. If Landlord shall give its consent, Tenant shall in each
case furnish Landlord with a key for any such lock. Tenant, upon the termination
of its tenancy, shall deliver to Landlord the keys for all doors which have been
furnished to Tenant, and in the event of loss of any keys so furnished, shall
pay Landlord therefor.

10.	The restrooms, toilets, urinals, wash bowls and other
apparatus shall not be used for any purpose other than that for which they were
constructed and no foreign substance of any kind whatsoever shall be thrown into
them. The expense of any breakage, stoppage, or damage resulting from violation
of this rule shall be borne by the tenant who, or whose employees or invitees,
shall have caused the breakage, stoppage, or damage.

11.	Except as expressly permitted by the Lease, Tenant
shall not use or keep in or on the Premises, the Building or the Project any
kerosene, gasoline, or inflammable or combustible fluid or material.

12.	Tenant shall not use, keep or permit to be used or
kept in its Premises any foul or noxious gas or substance. Tenant shall not
allow the Premises to be occupied or used in a manner offensive or objectionable
to Landlord or other occupants of the Building by reason of noise, odors and/or
vibrations or interfere in any way with other tenants or those having business
therein, nor shall any animals or birds be brought or kept in or about the
Premises, the Building, or the Project.

13.	No cooking shall be done or permitted by any tenant on
the Premises, except that use by the tenant of Underwriters' Laboratory (UL)
approved equipment, refrigerators and microwave ovens may be used in the
Premises for the preparation of coffee, tea, hot chocolate and similar
beverages, storing and heating food for tenants and their employees shall be
permitted. All uses must be in accordance with all applicable federal, state and
city laws, codes, ordinances, rules and regulations and the Lease.

14.	Except with the prior written consent of Landlord,
Tenant shall not sell, or permit the sale, at retail, of newspapers, magazines,
periodicals, theater tickets or any other goods or merchandise in or on the
Premises, nor shall Tenant carry on, or permit or allow any employee or other
person to carry on, the business of stenography, typewriting or any similar
business in or from the Premises for the service or accommodation of occupants
of any other portion of the Building, nor shall the Premises be used for the
storage of merchandise or for manufacturing of any kind, or the business of a
public barber shop, beauty parlor, nor shall the Premises be used for any
illegal, improper, immoral or objectionable purpose, or any business or activity
other than that specifically provided for in such Tenant's Lease. Tenant shall
not accept hairstyling, barbering, shoeshine, nail, massage or similar services
in the Premises or common areas except as authorized by Landlord.

15.	If Tenant requires telegraphic, telephonic,
telecommunications, data processing, burglar alarm or similar services, it shall
first obtain, and comply with, Landlord's instructions in their installation.
The cost of purchasing, installation and maintenance of such services shall be
borne solely by Tenant.

16.	Landlord will direct electricians as to where and how
telephone, telegraph and electrical wires are to be introduced or installed. No
boring or cutting for wires will be allowed without the prior written consent of
Landlord. The location of burglar alarms, telephones, call boxes and other
office equipment affixed to the Premises shall be subject to the prior written
approval of Landlord.

17.	Except as may be expressly permitted by the Lease,
Tenant shall not install any radio or television antenna, satellite dish,
loudspeaker or any other device on the exterior walls or the roof of the
Building, without Landlord's prior written consent, which may be granted or
withheld in Landlord's sole and absolute discretion. Tenant shall not interfere
with radio or television broadcasting or reception from or in the Building, the
Project or elsewhere.

18.	Tenant shall not mark, or drive nails, screws or drill
into the partitions, woodwork or drywall or in any way deface the Premises or
any part thereof without Landlord's consent. Tenant may install nails and screws
in areas of the Premises that have been identified for those purposes to
Landlord by Tenant at the time those walls or partitions were installed in the
Premises. Tenant shall not lay linoleum, tile, carpet or any other floor
covering so that the same shall be affixed to the floor of its Premises in any
manner except as approved in writing by Landlord. The expense of repairing any
damage resulting from a violation of this rule or the removal of any floor
covering shall be borne by the tenant by whom, or by whose contractors,
employees or invitees, the damage shall have been caused.

19.	Unless Tenant is the only tenant in the Building, no
furniture, freight, equipment, materials, supplies, packages, merchandise or
other property will be received in the Building or carried up or down the
elevators except between such hours and in such elevators as shall be designated
by Landlord. Tenant shall not place a load upon any floor of its Premises which
exceeds the load per square foot which such floor was designed to carry or which
is allowed by law. Landlord shall have the right to prescribe the weight, size
and position of all safes, furniture or other heavy equipment brought into the
Building. Safes or other heavy objects shall, if considered necessary by
Landlord, stand on wood strips of such thickness as determined by Landlord to be
necessary to properly distribute the weight thereof. Landlord will not be
responsible for loss of or damage to any such safe, equipment or property from
any cause, and all damage done to the Building by moving or maintaining any such
safe, equipment or other property shall be repaired at the expense of Tenant.
Business machines and mechanical equipment belonging to Tenant which cause noise
or vibration that may be transmitted to the structure of the Building or to any
space therein to such a degree as to be objectionable to Landlord or to any
tenants in the Building shall be placed and maintained by Tenant, at Tenant's
expense, on vibration eliminators or other devices sufficient to eliminate noise
or vibration. The persons employed to move such equipment in or out of the
Building must be acceptable to Landlord.

20.	Intentionally omitted.

21.	There shall not be used in any space, or in the public
areas of the Project either by Tenant or others, any hand trucks except those
equipped with rubber tires and side guards or such other material handling
equipment as Landlord may approve. Tenants using hand trucks shall he required
to use the freight elevator, or such elevator as Landlord shall designate. No
other vehicles of any kind shall be brought by Tenant into or kept in or about
its Premises.

22.	Each tenant shall store all its trash and garbage
within the interior of the Premises. Tenant shall not place in the trash boxes
or receptacles any personal trash or any material that may not or cannot be
disposed of in the ordinary and customary manner of removing and disposing of
trash and garbage in the city, without violation of any law or ordinance
governing such disposal. All trash, garbage and refuse disposal shall be made
only through entry-ways and elevators provided for such purposes and at such
times as Landlord shall designate. If the Building has implemented a building-wide
recycling program for tenants, Tenant shall use good faith efforts to
participate in said program.

23.	Canvassing, soliciting, distribution of handbills or
any other written material and peddling in the Building and the Project are
prohibited and each tenant shall cooperate to prevent the same. No tenant shall
make room-to-room solicitation of business from other tenants in the Building or
the Project, without the prior written consent of Landlord.

24.	Landlord shall have the right, exercisable without
notice and without liability to any tenant, to change the name and address of
the Building and the Project, provided however, Landlord shall reimburse Tenant
for Tenant's reasonable out-of-pocket costs (e.g., replacement of current stock
of stationary and business cards) resulting from any change in the address of
the Building Unless such change was governmentally required.

25.	Landlord reserves the right to exclude or expel from
the Project any person who, in Landlord's judgment, is under the influence of
alcohol or drugs or who commits any act in violation of any of these Rules and
Regulations.

26.	Without the prior written consent of Landlord, Tenant
shall not use the name of the Building or the Project or any photograph or other
likeness of the Building or the Project in connection with, or in promoting or
advertising, Tenant's business except that Tenant may include the Building's or
Project's name in Tenant's address.

27. 	Tenant shall comply with all safety, fire protection
and evacuation procedures and regulations established by Landlord or any
governmental agency.

28.	Tenant assumes any and all responsibility for
protecting its Premises from theft, robbery and pilferage, which includes
keeping doors locked and other means of entry to the Premises closed.

29.	The requirements of Tenant will be attended to only
upon appropriate application at the office of tile Building by an authorized
individual. Employees of Landlord shall not perform any work or do anything
outside of their regular duties unless under special instructions from Landlord,
and no employees of Landlord will admit any person (tenant or otherwise) to any
office without specific instructions from Landlord.

30.	Landlord reserves the right to designate the use of
the parking spaces on the Project. Tenant or Tenant's guests shall park between
designated parking lines only, and shall not occupy two parking spaces with one
car. Parking spaces shall be for passenger vehicles only; no boats, trucks,
trailers, recreational vehicles or other types of vehicles may be parked in the
parking areas (except that trucks may be loaded and unloaded in designated
loading areas). Vehicles in violation of the above shall be subject to tow-away,
at vehicle owner's expense. Vehicles parked on the Project overnight without
prior written consent of the Landlord shall be deemed abandoned and shall be
subject to tow-away at vehicle owner's expense. No tenant of the Building shall
park in visitor or reserved parking areas (other than areas reserved for
exclusive parking by such tenant). Any tenant found parking in such designated
visitor or reserved parking areas (other than areas reserved for exclusive
parking by such tenant) or unauthorized areas shall be subject to tow-away at
vehicle owner's expense. The parking areas shall not be used to provide car
wash, oil changes, detailing, automotive repair or other services unless
otherwise approved or furnished by Landlord. Tenant will from time to time, upon
the request of Landlord, supply Landlord with a list of license plate numbers of
vehicles owned or operated by its employees or agents.

31.	No smoking of any kind shall be permitted anywhere
within the Building, including, without limitation, the Premises and those areas
immediately adjacent to the entrances and exits to the Building, or any other
area as Landlord elects. Smoking in the Project is only permitted in smoking
areas identified by Landlord, which may be relocated from time to time.

32.	If the Building furnishes common area conferences
rooms for tenant usage, Landlord shall have the right to control each tenant's
usage of the conference rooms, including limiting tenant usage so that the rooms
are equally available to all tenants in the Building. Any common area amenities
or facilities shall he provided from time to time at Landlord's discretion.

33.	Tenant shall not swap or exchange building keys or
cardkeys with other employees or tenants in the Building or the Project.

34.	Tenant shall be responsible for the observance of all
of the foregoing Rules and Regulations by Tenant's employees, agents, clients,
customers, invitees and guests.

35.	These Rules and Regulations are in addition to, and
shall not be construed to in any way modify, alter or amend, in whole or in
part, the terms, covenants, agreements and conditions of any lease of any
Premises in the Project.

36.	Landlord may waive any one or more of these Rules and
Regulations for the benefit of any particular tenant or tenants, but no such
waiver by Landlord shall be construed as a waiver of such Rules and Regulations
in favor of any other tenant or tenants, nor prevent Landlord from thereafter
enforcing any such Rules and Regulations against any or all tenants of the
Building.

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

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EXHIBIT B

SITE PLAN

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EXHIBIT B

[DIAGRAM OF BUILDING 2]

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EXHIBIT B-1

[DIAGRAM OF PREMISES]

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EXHIBIT B-2

[DIAGRAM OF "THE CENTER @ BAY MEADOWS"]



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EXHIBIT C

LEASE IMPROVEMENT AGREEMENT

This Lease Improvement Agreement ("Improvement
Agreement") sets forth the terms and conditions relating to
construction of certain "Additional Tenant Work" (as defined
below) and [he initial tenant improvements in the Premises to be approved as
provided below (the "Tenant Improvements"). The Additional
Tenant Work and the Tenant Improvements are collectively referred to herein as
the "Tenant's Work". Initially capitalized terms used but not
otherwise defined herein shall have the meanings set forth in the Lease (the
"Lease") to which this Improvement Agreement is attached and
forms a part.

1. Base Building Work. The
"Base Building Work" described on Schedule 1 attached to
this Exhibit C and incorporated herein by this reference will be
performed by Landlord at Landlord's sole cost and expense. The parties hereby
approve the proposed locations of certain elements of Tenant's Work affecting
the Base Building Work as set forth in those certain "50% Complete"
set of construction drawings for Tenant's Work prepared by Gensler dated
November 29, 2000.
2. Additional Tenant
Work.
3. The "Additional Tenant Work" (as
hereinafter defined) will be performed by Tenant, at Tenant's sole cost and
expense, concurrently with the construction of the Tenant Improvements. As used
herein, the "Additional Tenant Work" shall mean such base, core
and shell work as is customarily included within a first-class general office
building on an unoccupied basis exclusive of construction of tenant improvements
(other than items included within the Base Building Work pursuant hereto), as
reasonably determined by Landlord. The Additional Tenant Work shall include,
without limitation, the items described on Schedule 2 attached to this
Exhibit C and incorporated herein by this reference.
4. Plans and
Specifications.
5. Tenant shall retain the services of an architect or space
planner reasonably approved in advance by Landlord (the "Space
Planner") to prepare a detailed space plan (the "Space
Plan") mutually satisfactory to Landlord and Tenant for the
construction of the Tenant's Work. No later than forty-five (45) days following
Landlord's delivery to Tenant of a final set of plans sufficient for issuance of
a building permit for the Base Building Work, Tenant shall submit the Space Plan
to Landlord for Landlord's approval. All necessary revisions to the Space Plan
shall be made within twenty (20) days after Landlord's response thereto. This
procedure shall be repeated until Landlord ultimately approves the Space
Plan.
6. Based on the approved Space Plan, Tenant shall cause the
Space Planner to prepare plans, specifications and working drawings in
sufficient detail to allow for application for building permits for the Tenant's
Work, which shall be mutually satisfactory to Landlord and Tenant (collectively,
the "Permit Plans"). Tenant shall diligently pursue the
preparation of the Permit Plans. Tenant shall submit the Permit Plans to
Landlord for Landlord's approval no later than six (6) months prior to the date
Landlord estimates it will have substantially completed the Base Building Work.
All necessary revisions to the Permit Plans shall be made within twenty (20)
days after Landlord's response thereto. This procedure shall be repeated until
Landlord ultimately approves the Permit Plans. Tenant shall he responsible for
obtaining all governmental approvals to the full extent necessary for the
construction and installation of the Tenant's Work and for Tenant's occupancy of
the Premises, in compliance with all applicable Regulations. Within a reasonable
period of time after Tenant's and Landlord's approval of the Permit Plans,
Tenant shall cause the Contractor to proceed to secure a building permit.
Promptly following Tenant's receipt of such building permit for Tenant's Work,
approval of the Construction Documents by Landlord and Tenant (as hereinafter
provided) and the Substantial Completion of the Base Building Work, Tenant shall
cause the Contractor to commence construction of the Tenant's Work.
7. Within a reasonable period of time following Landlord's
approval of the Permit Plans, Tenant shall cause the Space Planner to prepare
and submit to Landlord for its review and approval detailed plans,
specifications and working drawings for the construction of the Tenant's Work,
which shall include the estimated cost of the Tenant's Work and be in sufficient
detail to allow bidding and construction of the Tenant's Work (collectively, the
"Construction Documents"). Tenant shall diligently pursue the
preparation of the Construction Documents. All necessary revisions to the
Construction Documents shall be made within twenty (20) days after Landlord's
response thereto. This procedure shall be repeated until Landlord ultimately
approves the Construction Documents. As used in the Lease of which this Exhibit
is a part, the "Plans" shall mean, collectively, the approved
Permit Plans and the approved Construction Documents.
8. Tenant shall be responsible for ensuring that the Plans
are compatible with the design, construction and equipment of the Building,
comply with applicable Regulations and the Standards (defined below), and
contain ail such information as may be required to show locations, types and
requirements for all heat loads, people loads, floor loads, power and plumbing,
regular and special HVAC needs, telephone communications, telephone and
electrical outlets, lighting, light fixtures and related power, and electrical
and telephone switches, B.T.U. calculations, electrical requirements and special
receptacle requirements. The Plans shall also include mechanical, electrical,
plumbing, structural and engineering drawings mutually satisfactory to Landlord
and Tenant which shall be prepared for Tenant by (a) as to structural
engineering work, Landlord's Base Building Work structural engineers (provided
that the rates charges for such services shall be commercially reasonable for
the work performed and if such rates are not commercially reasonable, then the
engineers preparing such drawings shall be licensed engineers reasonably
experienced in comparable projects, as designated by Tenant subject to
Landlord's prior written approval, which approval shall not be unreasonably
withheld), (b) as to the fire protection and plumbing engineering work,
Southland, (c) as to electrical engineering work, Schwartz and Lindheim, and (d)
as to HVAC engineering work, CMI (provided, however, that to the extent Tenant
desires to obtain engineering services for fire protection, plumbing, electrical
and/or HVAC work other than from the service providers specified above, then the
engineers preparing such drawings shall be licensed engineers reasonably
experienced in comparable projects, as designated by Tenant subject to
Landlord's prior written approval, which approval shall not be unreasonably
withheld). Notwithstanding Landlord's review and approval of the Space Plan and
the Plans and any revisions thereto, Landlord shall have no responsibility or
liability whatsoever for any errors or omissions contained in the Space Plan or
Plans or any revisions thereto, or to verify dimensions or conditions, or for
the quality, design or compliance with applicable Regulations of any
improvements described therein or constructed in accordance therewith. Tenant
hereby waives all claims against Landlord relating to, or arising out of the
design or construction of, the Tenant's Work.
9. Landlord's criteria for approvals shall be based on
reasonable criteria established from time to time by Landlord, but, without
limiting the generality of the foregoing and by way of example only, Landlord
will be deemed to have acted reasonably if Landlord's disapproval is predicated
upon (i) effect on the structural integrity of the Building, (ii) non-compliance
with applicable laws, codes and regulations, (iii) incompatibility with the Base
Building Work plans, (iv) failure to use materials required by or otherwise
comply with Schedule 2 pertaining to the Additional Tenant Work and/or
Schedule 3 pertaining to Standards, or (vi) effect on the exterior of the
Building or any of the Building's common areas. Landlord shall not be deemed to
have approved the Space Plan, the Plans, or any proposed revisions thereto,
unless approved by Landlord in writing. Landlord shall approve or disapprove any
Space Plan, Plans or proposed revisions thereto submitted to Landlord for
Landlord's approval within twenty (20) calendar days after Landlord's receipt
thereof. If Landlord has not approved in writing any Space Plan, Plans, or
proposed revisions thereto submitted to Landlord within twenty (20) calendar
days after Landlord's receipt thereof, Landlord shall be deemed to have
disapproved the same.
10. Specifications for Standard
Tenant's Work.
11. Specifications and quantities of standard building
components which will comprise and be used in the construction of the Tenant
Work ("Standards") are set forth in Schedule 2 and
Schedule 3 to this Exhibit C. As used herein,
"Standards" or "Building Standards" shall mean
the standards for a particular item selected from time to time by Landlord for
the Building, including those set forth on Schedule 2 and Schedule
3 of this Exhibit C, or such other standards of equal or better
quality as may be mutually agreed between Landlord and Tenant in Writing. No
deviations from the Standards are permitted without the prior approval of
Landlord.
12. The Tenant Improvements to be performed at Tenant's sole
cost pursuant hereto shall include all improvements required for Tenant's
occupancy of the Premises not included within the Base Building Work and the
Additional Tenant Work.
13. The Additional Tenant Work shall be deemed to be the
property of Landlord upon the completion thereof. All Tenant Improvements shall
be deemed to be the property of Tenant until the expiration of the initial
twelve (12) year Term or earlier termination of the Lease, at which time such
Tenant Improvements (other than Tenant's trade fixtures, furniture and
equipment) shall be and become the property of Landlord; provided however,
Tenant shall not have the right to remove, demolish or alter any such Tenant
Improvements other than in strict accordance with Paragraph 12 of the Lease of
which this Exhibit is a part.
14. Tenant's Work
Costs.
15. The cost of the Tenant's Work (collectively, the
"Tenant's Work Costs") shall be paid for by Tenant, which
Tenant's Work Costs shall include, without limitation, the cost of: Standards;
space plans and studies; architectural and engineering fees; permits, approvals
and other governmental fees; labor, material, equipment and supplies;
construction fees and other amounts payable to contractors or subcontractors;
taxes; off-site improvements (if any are required in connection with the
Tenant's Work); preparation of the Premises for construction of the Tenant's
Work; taxes; filing and recording fees; premiums for insurance and bonds;
attorneys' fees; financing costs; and all other costs expended or to be expended
in the construction of the Tenant's Work; and an administration fee (the
"Administration Fee") payable to Landlord in an amount equal to
three and one-half percent (3.5%) of the total of the Tenant's Work Costs other
than such Administration Fee and soft costs such as design, architectural and
engineering fees. The Administration Fee shall be payable by Tenant to Landlord
on a monthly basis during the course of performance of the Tenant's
Work.
16. Prior to Tenant's execution of the construction contract
and general conditions (the "Contract") with the Contractor (as
hereinafter defined) for performance of the Tenant's Work, Tenant shall submit
the Contract and the names of the subcontractors for major trades and major
materials suppliers for construction of the Tenant's Work, to Landlord for
informational purposes. Prior to the commencement of the construction of the
Tenant's Work, and after Tenant has accepted all bids for the Tenant's Work,
Tenant shall provide Landlord with a detailed breakdown, by trade, of the
estimated Tenant's Work Costs (collectively, the "Estimated Tenant's
Work Costs") and a construction budget based upon such Estimated
Tenant's Work Costs (collectively, the "Tenant's Work Budget").
Tenant shall be solely responsible for payment of all Tenant's Work Costs. If
Tenant requests any change(s) in the Plans after approval of the Estimated
Tenant's Work Costs and any such requested changes are approved by Landlord,
Tenant shall be responsible for any increased Tenant's Work Costs resulting
therefrom.
17. Within thirty (30) days following the completion of the
Tenant's Work, Tenant shall deliver to Landlord (a) copies of signed-off permits
and stamped set of Plans evidencing governmental approval of the completion of
the Tenant's Work, (b) properly executed unconditional final mechanics lien
releases in compliance with both California Civil Code Section 3262(d)(4) from
all of Tenant's Agents for labor rendered and materials delivered to the
Premises in connection with the Tenant's Work, (c) a reasonably detailed
breakdown of the actual final Tenant's Work Costs (which shall include a
separate breakdown for the components thereof relating to the Additional Tenant
Work), and (d) a certificate of completion of Tenant's Work, in form reasonably
acceptable to Landlord. The items referenced in the foregoing clauses (a), (b),
(c) and (d) are collectively referred to in the Lease of which this Exhibit is a
part as the "Evidence of Lien-Free Completion of Tenant's
Work".
18. Construction of Tenant's
Work.
19. Tenant shall retain as the general contractor for
performance of the Tenant's Work (such general contractor is referred to in this
Exhibit as the "Contractor") a licensed general contractor,
reasonably experienced in the performance of comparable work on comparable
buildings in the San Mateo area, who shall be subject to Landlord's prior
written approval (which approval shall not be unreasonably withheld). The
Contractor shall construct the Tenant's Work in conformance with the approved
Plans.
20. The subcontractors performing the Tenant's Work shall be
reasonably qualified and experienced subcontractors. Landlord hereby requires
the use of Landlord's specified subcontractor for any roofing subtrade work. In
addition, the parties hereby pre-approve the following subcontractors: (a)
Southland for fire protection and plumbing subtrade work, (b) Schwartz and
Lindheirn for electrical subtrade work, and (c) CMI for HVAC subtrade work. As
used in this Exhibit, the term "Tenant's Agents" shall mean the
Contractor and all subcontractors, laborers, materialmen, and suppliers used in
the construction of the Tenant's Work, and the term "Major
Agents" shall mean only the Contractor and any subcontractor or
supplier with a contract price in excess of $30,000.00.
21. Without limiting the provisions of Paragraph 35 of the
Lease (but subject to the provisions of Paragraph 2 of the Lease), Landlord
shall not be liable for any direct or indirect damages suffered by Tenant as a
result of delays in construction beyond Landlord's reasonable control,
including, but not limited to, delays due to strikes or unavailability of
materials or labor, or delays caused by Tenant (including delays by the Space
Planner, the contractor or anyone else performing services on behalf of Landlord
or Tenant).
22. All work to be performed on the Premises by Tenant or
Tenant's Agents shall be subject to the following conditions:
23. Such work shall proceed upon Landlord's written approval
of public liability and property damage insurance carried by Tenant's
Contractor, and shall further be subject to the provisions of Paragraph 27 of
the Lease.
24. All work shall be done in conformity with a valid
building permit when required, a copy of which shall be furnished to Landlord
before such work is commenced, and in any case, all such work shall be performed
in a good and workmanlike and first-class manner, and in accordance with all
applicable Regulations and the requirements and standards of any insurance
underwriting board, inspection bureau or insurance carrier insuring the Premises
pursuant to the Lease. Notwithstanding any failure by Landlord to object to any
such work, Landlord shall have no responsibility for Tenant's failure to comply
with all applicable Regulations. Tenant shall be responsible for ensuring that
construction and installation of the Tenant's Work will not affect the
structural integrity or waterproofing integrity of the Building.
25. If required by Landlord or any lender of Landlord, by
notice delivered to Tenant prior to Landlord's approval of the Permit Plans, all
work by the Contractor and its Major Agents shall be done with union labor in
accordance with all union labor agreements applicable to the trades being
employed. The foregoing shall not apply to vendors or suppliers engaged directly
by Tenant, such as cabling contractors and furniture installers.
26. Landlord or Landlord's agents shall have the right to
inspect the construction of tile Tenant's Work by Tenant during the progress
thereof. If Landlord shall give notice of faulty construction or any other
deviation from the approved Space Plan or Plans, Tenant shall cause Contractor
to make corrections promptly. However, neither the privilege herein granted to
Landlord to make such inspections, nor the making of such inspections by
Landlord, shall operate as a waiver of any right of Landlord to require good and
workmanlike construction and improvements erected in accordance with the
approved Space Plan or Plans.
27. Tenant shall cause Tenant's Agents to complete the
Tenant's Work as soon as commercially reasonable following Landlord's delivery
of possession of the Premises to Tenant, provided the foregoing shall not impose
any duty on Tenant to incur overtime charges.
28. Tenant's construction of the Tenant's Work shall comply
with the following: (i) the Tenant's Work shall be constructed in strict
accordance with the approved Space Plan or Plans; (ii) Tenant shall cause the
Contractor to submit schedules of all work relating to the Tenant's Work to
Landlord for informational purposes promptly following the approval of the
Plans; and (iii) Tenant shall abide by all reasonable and non-discriminatorily
enforced rules made by Landlord with respect to the use of freight, loading
dock, and service elevators, storage of materials and/or coordination of work
with other work then being performed at the Project.
29. Without limiting Landlord's obligation upon the
Substantial Completion of the Base Building Work to provide an operational
manlift at the Premises or to cause one of the Building elevators to be
operational, Tenant or Tenant's Agents shall arrange for necessary utility,
hoisting and elevator service with Landlord's contractor and shall pay such
reasonable charges for such services as may be charged by Tenant's or Landlord's
contractor.
30. Tenant's entry to the Premises for any purpose,
including, without limitation, inspection or performance of Tenant construction
by Tenant's Agents, prior to the date Tenant's obligation to pay rent commences
shall be subject to all the terms and conditions of the Lease except the payment
of Rent. Tenant's entry shall mean entry by Tenant, its officers, contractors,
licensees, agents, servants, employees, guests, invitees, or visitors.
31. Tenant shall promptly reimburse Landlord upon demand for
any reasonable expense actually incurred by the Landlord by reason of faulty
work done by Tenant or Tenant's Agents.
32. Tenant hereby agrees to indemnify, defend and hold
Landlord, its directors, officers, members, employees and agents harmless with
respect to any and all costs, losses, damages, injuries and liabilities
(including reasonable attorneys' fees) relating in any way to any act or
omission of Tenant or Tenant's Agents, or anyone directly or indirectly employed
by any of them, in connection with the Tenant's Work and/or any breach of
Tenant's obligations under this Exhibit, or in connection with Tenant's non-
payment of any amount arising out of tile Tenant's Work. Such indemnity by
Tenant, as set forth above, shall also apply with respect to any and all costs,
losses, damages, injuries, and liabilities related in any way to Landlord's
performance or any ministerial acts reasonably necessary (i) to permit Tenant to
complete the Tenant's Work, and (ii) to enable Tenant to obtain any building
permit or certificate of occupancy for the Premises.
33. Each of Tenant's Major Agents shall guarantee, in
accordance with customary construction guarantees and limitations, to Tenant and
for the benefit of Landlord that the portion of the Tenant's Work for which it
is responsible shall be free from any defects in workmanship and materials for a
period of not less than one (1) year from the date of completion thereof, and
each of Tenant's Major Agents shall be responsible for the replacement or
repair, without additional charge, of all work done or furnished in accordance
with its contract that shall become defective within one (1) year after the
completion of the work performed by such Major Agent. All such warranties or
guarantees as to materials or workmanship of or with respect to the Additional
Tenant Work shall be contained in the construction contract or subcontract and
shall be written such that such guarantees or warranties shall more to the
benefit of both Landlord and Tenant, as their respective interests may appear,
and can be directly enforced by either. Tenant covenants to give to Landlord any
assignment or other assurances which may be necessary to effect such rights of
direct enforcement.
34. Tenant shall provide Landlord with at least ten (10) days
prior written notice of any construction of the Tenant's Work to allow Landlord
to post notices of non-responsibility.
35. Commencing upon the execution of the Lease, Tenant shall
hold regular meetings at a reasonable time with the Space Planner and the
Contractor (or, until the Contractor is retained, Tenant's construction manager)
regarding the progress of the preparation of the Plans and the construction of
the Tenant's Work, which meetings shall be held at a location designated by
Tenant, and Landlord and/or its agents shall receive prior notice of, and shall
have the right to attend, all such meetings, and upon Landlord's request,
certain of Tenant's Agents shall attend such meetings. During such meetings,
Tenant and its Space Planner shall also provide any comments which they may have
to the drawings for the Base Building Work so as to allow the parties to
endeavor to cooperate in good faith on coordination between the Base Building
Work and Tenant's Work
36. Insurance
Requirements.
37. All of Tenant's Major Agents shall carry worker's
compensation insurance covering all of their respective employees, and shall
also carry public liability insurance, including property damage, in form and
with companies as are required to be carried by Tenant as set forth in Paragraph
8B(6) of the Lease and with limits in the amount required under Paragraph 8B(2)
of the Lease.
38. Tenant shall carry "Builder's All Risk"
insurance in an amount approved by Landlord covering the construction of the
Tenant's Work, and such other insurance as Landlord may require. Such insurance
shall be in amounts and shall include such extended coverage endorsements as may
be reasonably required by Landlord including, but not limited to, the
requirement that all of Tenant's Agents shall carry excess liability and
Products and Completed Operation coverage insurance, each in amounts not less
than $500,000 per incident, $1,000,000 in aggregate, and in form and with
companies as are required to be carried by Tenant as set forth in Paragraph 8 of
the Lease.
39. Certificates for all insurance carried pursuant to this
Exhibit must comply with the requirements of Paragraph 8 of the Lease and shall
be delivered to Landlord before the commencement of construction of the Tenant's
Work and before the Contractor's equipment is moved onto the site. In the event
the Tenant's Work is damaged by any cause during the course of the construction
thereof, Tenant shall immediately repair the same at Tenant's sole cost and
expense. Tenant's Agents shall maintain all of the foregoing insurance coverage
in force until the Tenant's Work is fully completed and accepted by Landlord,
except for any Product and Completed Operation Coverage insurance required by
Landlord, which is to be maintained for ten (10) years following completion of
the work and acceptance by Landlord and Tenant. All policies carried under this
Paragraph 7 shall insure Landlord and Tenant, as their interests may appear, as
well as Tenant's Agents. All insurance maintained by Tenant's Agents shall
preclude subrogation claims by the insurer against anyone insured thereunder.
Such insurance shall provide that it is primary insurance as respects the owner
and that any other insurance maintained by owner is excess and noncontributing
with the insurance required hereunder.
40. Completion
Date.
41. The term "Landlord Delays," as such term
may be used in this Exhibit, shall mean any delays in the completion of the
Tenant's Work which are due to any act or omission of Landlord, its agents or
contractors. Landlord Delays shall include, but shall not be limited to: (i)
delays in the giving of authorizations or approvals by Landlord when required of
Landlord hereunder beyond the period provided for herein for Landlord's response
to such requests for authorizations or approvals (or, if no time period is
expressly so provided for herein, then beyond a reasonable period of time for
Landlord to consider and respond to the applicable request for authorization or
approval), (ii) delays due to the acts or failures to act, of Landlord, its
agents or contractors, where such acts or failures to act delay the completion
of the Tenant's Work, (iii) delays due to the interference of Landlord, its
agents or contractors with the completion of the Tenant Work or the failure or
refusal of any party to permit Tenant, its agents and contractors, access to and
use of the Building or any Building facilities or services, including elevators
and loading docks, which access and use are necessary to complete the Tenant's
Work, and (iv) delays due to Landlord's failure to allow Tenant sufficient
access to tile Building and/or the Premises during Tenant's move into the
Premises. The parties hereby agree that Landlord Delays shall not include delays
in Landlord's delivery of possession of the Premises to Tenant and/or the
Substantial Completion of the Base Building Work (since such delays in delivery
of possession shall, by definition, delay the commencement of Tenant's 120-day
build-out period). No Landlord Delays shall be deemed to have occurred unless
Tenant has provided notice, in compliance with the Lease, to Landlord specifying
that a delay shall be deemed to have occurred because of actions, inactions or
circumstances specified in the notice in reasonable detail. If such actions,
inactions or circumstances are not cured by Landlord within one (1) business day
after receipt of such notice ("Count Date"), and if such actions,
inaction or circumstances otherwise qualify as a Landlord Delay, then a Landlord
Delay shall be deemed to have occurred commencing as of the Count Date.
42. Within ten (10) days after completion of construction of
the Tenant's Work, Tenant shall cause a Notice of Completion to be recorded in
the office of the Recorder of the county in which the Building is located in
accordance with Section 3093 of the Civil Code of the State of California or any
successor statute, and shall furnish a copy thereof to Landlord upon such
recordation. If Tenant fails to do so, Landlord may execute and file the same on
behalf of Tenant as Tenant's agent for such purpose, at Tenant's sole cost and
expense. At the conclusion of construction, (i) Tenant shall cause the Space
Planner and the Contractor (i) to update the approved working drawings as
necessary to reflect all changes made to the approved working drawings during
the course of construction, (ii) to certify to the best of their knowledge that
the "record-set" of as-built drawings are true and correct, which
certification shall survive the expiration or termination of the Lease, and (c)
to deliver to Landlord two (2) sets of copies of such record set of drawings
within ninety (90) days following issuance of a certificate of occupancy for the
Premises, and (iii) Tenant shall deliver to Landlord a copy of all warranties,
guarantees, and operating manuals and information relating to the improvements,
equipment, and systems in the Premises.
43. A default under this Exhibit shall constitute a default
under the Lease, and the parties shall be entitled to all rights and remedies
under the Lease in the event of a default hereunder by the other party
(notwithstanding that the Term thereof has not commenced).
44. Except for the Base Building Work to be constructed by
Landlord pursuant to this Exhibit, Tenant shall accept the Premises upon
delivery of possession by Landlord in its then existing "as-is"
condition.

---

SCHEDULE 1
TO EXHIBIT C

BASE BUILDING WORK

Base Building Work shall include the following:

A.	Four (4) story, steel frame shell of approximately
140,450 rentable square feet in Building 2. Frame will be fireproofed and
include perimeter skin and roof in place with all plans subject to final
approval by the City of San Mateo.

B.	Floor Levels 1-4 shall be hard trowel, smooth concrete
level (not to exceed 1/4" per 10") ready for installation of floor
covering excluding standard floor preparation and waterproofing.

C.	Floor loading: live load: slab and upper floors shall
be designed to support a live load of eighty (80) pounds per gross square foot
and a partition load of twenty (20) pounds per square foot for a total of one
hundred (100) pounds per gross square foot.

D. 	Unfinished base building exit stairs in compliance
with the Americans with Disabilities Act of 1990 (the "ADA").

E.	Roof. Built up roof system and roof drainage
system.

F. 	Exterior Walls: Exposed metal studs without insulation
or drywall including completed window assembly with painted metal window frames.
All exterior doors will be fitted with code compliant exit hardware with
electric locks (not electric strikes or magnetic locks) as required to
accommodate the Tenant's card reader security system

G.	Electrical/Utilities: All utilities (including
telecommunications, electrical, water, sanitary sewer) shall be stubbed to
Building exterior. Service will be provided to the building main electrical room
located in the garage, under Building 2. Service will originate at underground
PG&E transformer vault located on Park Place. Conduits from vault to
electrical room will be sized to accommodate a 3000A service. Landlord will
provide a meter center service to the first floor retail spaces and garage
loads. It is the responsibility of the Tenant to provide its own temporary
power. Landlord shall provide separate gas metering for the Building and the
Premises.

H. 	Three (3) base building 3,500 lb. elevators without
cab finishes. Landlord shall make one of three elevators available for Tenant's
temporary use for use for construction traffic and material handling. At the
time Landlord makes available to Tenant the temporary use of the elevator,
Landlord shall remove the manlift(s) at exterior of building. Landlord shall
obtain State and other required certifications of the elevators within 120 days
of substantially completing the Base Building Work - provided Tenant completes
all cab work and other work in a timely fashion so as not to hold up the
certification process. Notwithstanding any other provisions set forth in this
Lease, the Term Commencement Date shall not be deemed to have occurred until
Landlord has obtained such elevator certifications from applicable governmental
authorities (except to the extent that the failure to obtain such certifications
is the result of any failure by Tenant to complete Tenant's Work).

I.	Base building fire sprinklers (right hazard
distribution), main floor shut off valves and primary loop at each floor.

J.	Parking: Non-exclusive parking located under
"Building 1", "Building 2" and "Building 3" as
designated by Landlord and adjacent surface parking.

K.	Site landscaping, hardscape, storm and area drainage
systems and exterior lighting.

By way of example only and without limitation, the Base
Building Work shall not include (i) sprinklers beyond those required for Base
Building Work permit, (ii) window coverings, (iii) fire alarms or security
systems, (iv) interior walls including all lobbies and restrooms, (v) HVAC
systems, (vi) plumbing systems, (vii) electrical, telephone, telecommunications
or janitorial closets, (viii) building cabling, or (ix) roof screens.

---

SCHEDULE 2
TO EXHIBIT C

ADDITIONAL TENANT WORK

The Additional Tenant Work shall include, without
limitation, the following:

1.0	INTERIOR MATERIALS AND FINISHES

1.1	Partitions

a.	Ground Floor and Typical Floors: Provide sheetrock
walls (rating as req'd. by code) at all electrical, telecom, toilet rooms, riser
shafts. and furring to conceal structural elements.

b.	Ground Floor Lobby: Provide one hour rated sheetrock
walls. Glass partitions at ground floor lobby allowed, but must meet 1 hr. fire
rating requirement. Wired glass not acceptable.

c.	Basement Garage: CMU at basement utility rooms to be
provided as a part of Base Building Work by Landlord. Finish @ Utility Rms in
basement by Tenant.

d.	Basement Elevator Lobby: CMU @ basement elevator lobby
by Landlord as a part of the Base Building Work. Finish to be provided by
Tenant.

e.	Stairwell Enclosures: Landlord to provide stud framing
and the inside layers of sheetrock as a part of the Base Building Work. Tenant
to provide outside layers of sheetrock. Stairwell paint finish by
Tenant.

Note: Elevator shaft walls by Landlord as a part of the Base
Building Work. Additional layers of sheetrock, or other finish treatment by
Tenant.

1.2 	Doors and Frames

a.	Doors and frames for typical office floor core areas,
exit stairs, toilet rooms, mechanical and electrical rooms shall be full height
x 1 3/4 inch thick solid core doors with hardwood veneer. Frames will be full
height factory finish RACCO or equal.

b.	Lower level service areas and areas concealed from
public view will have painted hollow doors and frames.

c.	Lobby level doors and frames in the curtain wall system
shall be .,,]ass or metal to match adjacent base building doors.

d.	Doors will be fire rated to meet code
requirements.

1.3 	Hardware

a.	All hardware to be satin stainless finish.

b.	Surface mounted closers will be used only for doors in
service areas.

c.	Pivot hinges will be used for doors in lobbies; all
other doors will have butt hinges.

d.	Overhead hold opens, double door closing co-ordinators,
buffers, stops, kick-plates and armour-plates will be used as
necessary.

1.4 	Painting

a.	In areas required to be painted, walls and ceilings
will be finished with 2 eggshell finish coats on 1 undercoat.

2.0	INTERIOR FINISHES IN PUBLIC SPACES

General Note: The ground floor lobby configuration is as
shown on the attached plan.

2.1	Ground Floor Lobby

a.	Floor Finish: Stone (min. 2 cm thickness.)

b.	Wall Finish: Wood (see section 06400), 50% minimum
coverage.

c.	Ceilings: Sheetrock. Vary ceiling heights along length
and across width of public lobby to support design concept. Subject to Landlord
approval.

d.	Lighting: The lobby shall be illuminated by decorative
lighting fixtures, and/or recessed down lights and concealed indirect sources,
as typically found in Class A office buildings, subject to Landlord
approval.

e.	Tenant Doors and Frames: See 1.2.c above.

f.	Guard Desk: To be clad in wood or stone, consistent
with lobby design. Equipment to be concealed. Subject to Landlord
approval.

2.2 	Typical Floor Elevator Lobby

a.	Floor Finish: Carpet

b.	Wall Finish: Paint

c.	Ceilings: Sheetrock or Plaster. Vary ceiling heights
along length and across width of public lobby to support design concept. Subject
to Landlord approval.

d.	Lighting: The typical floor elevator lobbies shall be
illuminated by decorative lighting fixtures, and/or recessed down lights and
concealed indirect sources, as typically found in Class A office buildings,
subject to Landlord approval.

e.	Elevator Lobby Doors and Frames: Match Tenant
Improvements.

3.0	TOILETS

3.1	Handicapped provisions shall comply with the
ADA.

3.2	Walls shall be finished with 2"x2" matt
finished ceramic tile. Floors to 4"x4" satin glazed tile at wet walls
with vinyl wall covering at remaining walls.

3.3	Ceilings shall be painted sheetrock with recessed
lighting.

3.4	Floor mounted, painted steel toilet partitions and
doors shall be provided, SanyMetal or equal.

3.5	Accessories shall be by Bobrick, Contura series or
approved equal:

a.	continuous mirror above vanity with concealed securing
or stainless steel continuous moulding

b.	soap dispenser

c. 	combination paper towel dispensers and large capacity
waste bins

d.	double toilet roll holders

e. 	coat hooks

f.	recessed tampon/sanitary towel dispensers in area
outside enclosed toilet (women's toilet)

3.6	Lavatory Countertops: Granite with minimum 11/2"
front lip, 4" back splash/side splash

4.0	FINISHES IN SERVICE AREAS

4.1	Exit Enclosures

a.	Stair flights and landing will be painted metal with
concrete treads.

b.	Walls will be painted masonry or sheet rock.

c.	Handrails and balustrades will be painted tubular steel
with welded joints ground smooth and installed to meet ADA requirements.

d.	Lighting will be wall mounted fluorescent fixtures at
main and intermediate landings.

4.2 	Electrical and Telephone Rooms

a.	Floors will be sealed concrete.

b.	Walls will be painted sheetrock.

4.3 	Janitors' Closets

a.	Provide a minimum of one at ground floor.

b.	Additional to be provided at tenant's option.

c.	Location as shown on plan.

5.0	ELEVATOR CAB FINISHES

5.1	Interior Ceiling Height: 10'-0"

5.2 	Front Panel: Satin Finished Stainless Steel (Buttons
on both sides)

5.3	Side and Rear Wall Panels: Cherry veneer or vinyl
wallcovering with stainless trim

5.4	Ceiling: Satin Finished Stainless Steel

5.5	Lighting: Recessed incandescent downlights, or
indirect cove light (subject to Landlord approval)

6.0	FIRE SPRINKLER SYSTEM

6.1	Work Included: The Tenant shall design and furnish
all labor, materials, tools, equipment, services, and transportation necessary
for, or reasonably incidental to, the construction and completion in working
order of the fire protection work, including, but not limited to, the following:

a.	Provide a complete overhead automatic wet fire
sprinkler system for Building 2 including connections to fire sprinkler mains
with branch outlet stub-outs at 15'-0" on centers.

b.	Repair of all damage done to premises as a result of
this installation and removal of all debris left by those engaged in this
installation.

6.2 	Intentionally omitted.

6.3 	General Design Requirements

a.	The automatic wet fire sprinkler system shall be
designed and installed in accordance with NFPA 13, California Code of
Regulations, Local Code and San Mateo Fire Marshal Requirements, and as
specified hereinafter.

b.	Engineering calculations and construction drawings
shall be prepared and signed by a competent registered mechanical engineer
regularly employed in the fire protection design field.

c.	Coordination with architect, engineering consultants,
site utilities, and other trades.

d.	Water Data: 72 PSI static, 52 PSI residual with 840 GPM
flow measured at East Hillsdale Boulevard's first fire hydrant. Contractor shall
verify this data during bid time, and make necessary allowances as
required.

7.0	PLUMBING

7.1	The Tenant shall design and construct a complete
and operative plumbing systems including all labor, materials, tools, equipment,
services, and transportation necessary for, or reasonably incidental to, the
construction and completion in working order of the plumbing work, including,
but not limited to, the following:

a.	Soil, waste, and vent piping system including grease
interceptors, connection to sanitary waste line stubout at the garage ceiling,
and vent stub-outs through the roof.

b.	Condensate drains for air conditioning.

c.	Domestic hot and cold water piping system including
water heaters, pipe sterilization, hot water circulating pumps, insulation, and
connection to exterior line stub-outs.

d.	Furnishing and installation of plumbing fixtures and
trim.

e.	Natural gas piping system including connections to
PG&E gas meters located in the parking garage central gas meter room and
connections to equipment furnished in another section of work.

f.	Intentionally omitted.

g.	Hangers, anchors, sleeves, metal supports, and channels
as required for work under this section including sound isolators where
indicated.

h.	Rough-in and final utility connections to equipment
furnished and installed under other sections.

i.	Piping and valve identification.

j.	Testing, adjusting of completed work, inspections, and
instructions.

k.	Repair of all damage done to premises as a result of
this installation and removal of all debris left by those engaged in this
installation.

1.	Shop drawings, submittals, as-built drawings and
operating and maintenance manuals.

m.	Permits and connection fees.

n.	All rigging hoisting, transportation and associated
work necessary for placement of all equipment in the final location as
shown.

7.2	General Design Requirements:

a.	The plumbing systems shall be designed and installed in
accordance with the Uniform Plumbing Code, California Code of Regulations, and
Local Code Requirements; and as specified hereinafter.

b.	Engineering calculations and construction drawings
shall be prepared and signed by a competent registered mechanical engineer
regularly employed in the plumbing design field. The calculations shall be based
on the latest recommendations of ASPE Guide and ASHRAE Handbook, and the Design
Criteria specified hereinafter.

c.	Coordination with architect, engineering consultants,
site utilities, and other trades.

7.3	Sanitary Waste and Vent System:

a.	Plumbing fixtures shall be drained by gravity through
soil and waste piping and connected to sanitary sewer stub-outs shown on civil
drawings.

b.	Plumbing vents within 50'-0" of each other shall
be collected and combined into one (1) vent thru roof to minimize roof
penetrations. No additional roof penetrations are allowed without Landlord's
approval.

c.	Provide a minimum of 2% slope for sanitary sewer
lines.

d.	Provide Floor Drains at each Toilet Room.

7.4	Domestic Hot and Cold Water Systems:

a.	Water pressure shall be limited to a maximum of 65 psi
and a minimum of 35 psi with duplex pressure reducing valves.

b.	Water piping shall be sized to limit the maximum flow
velocity as follows:

i.	2 inch and under: 4 feet/sec.

ii.	2-1/2 inch and larger: 6 feet/sec.

c.	Provide 105 F hot water for lavatories, sinks, janitor
sinks and sinks. Hot water shall be provided with gas-fired type hot water
heaters located in the mechanical roof enclosure.

d.	Provide a circulating hot water system with circulating
pumps, aquaslat and timeclock controls. Plumbing fixtures requiring hot water
shall be within 5'-0" of circulation loop, exception janitor sinks.

e.	All domestic hot water supply and return piping shall
be- insulated.

f.	Provide hot and cold shut-off valves for each toilet
room. For the large Men's and Women's toilet, provide shut-off valves for each
group of lavatories and urinals/waterclosets.

g.	Provide cooling tower and boiler make-up water
including shut-off valves and backflow preventers.

h.	Provide hose bibbs in each toilet room.

i.	Provide complete piping of all hot and cold water
system, relief valve and equipment drains into nearest floor sink or
drain.

7.5	Gas System:

a.	Contractor shall connect to the gas meter and shall
provide a complete functioning natural gas piping system for the boilers, and
other gas-fired equipment.

b.	The piping distribution system will be sized in
accordance with Plumbing Code.

c.	Provide gas shut-off valve for each building gas main
inside the gas meter room.

8.0	ELECTRICAL SERVICE

8.1	Electrical Distribution Equipment: Tenant shall
provide switchgear for service to Building 2. Switchgear shall be served from
3000A bus stubs in Owner provided equipment.

8.2	Main Switchgear:

a.	Main breaker shall be provided with shunt-trip control.
Provide a key switch per San Mateo City requirements for control of the shunt-
trip breaker. Locate key switch per San Mateo City direction.

b.	Equipment:

i.	Provide main switchboard with fixed mounted insulated
case or molded case circuit breakers.

ii.	Provide ground fault protection.

iii.	Provide utility metering as required. Coordinate work
with PG&E.

8.3	Electrical Risers - Lighting and Receptacle Loads:
Provide two electrical risers sized to support the following minimum
requirements (use total square footage when calculating W/SF): a. Lighting: 1.5
W/SF b. Receptacle Power (120/208V): 3.5 W/SF

8.4	Mechanical & Elevator Equipment: Provide feeders
to roof sized sufficiently to serve all mechanical and elevator equipment.
Feeder shall be a minimum 1200A at 277/480V.

8.5	Transformers: a. Rating: Provide two 75 kVA
transformers per floor. b. Transformers shall be K13 rated.

8.6	Panels: All panels shall be provided with the
following:

a.	Door-in-door construction.

b.	Copper bus.

c.	120/208V panels shall be provided with transient
voltage surge suppressors.

8.7	General Interior Electrical Fit-Up
Requirements:

a.	Lighting Circuitry and Control:

i.	Provide single pole toggle switches per Title 24
requirements for all enclosed areas, i.e. toilets, electrical rooms, mechanical
rooms, etc.

ii.	Route all corridor and lobby lighting circuits through
lighting control panels.

b.	Other Miscellaneous:

i.	Provide 20 amp 120V. circuit to each drinking
fountain.

8.8	Fire Alarm System Requirements:

a.	Preface: Provide an addressable fire alarm system with
devices as described below.

b.	Manual Pull Stations: Provide manual pull stations at
each exit and at each stairwell door on all floors.

c.	Sprinkler System: Provide monitor modules as
follows:

i.	PIV.

ii. For valve monitor and flow switches.

d.	Ceiling Smoke Detectors:

i.	One per elevator lobby per level: Provide one control
module per elevator lobby and connect to door hold open/release devices.

ii.	In addition to the elevator lobbies, provide smoke
detectors in all electrical rooms & telecom rooms.

e.	Duct Smoke Detectors: Provide duct smoke in fans as
required by code.

f.	Horn/Strobes: Provide horn/strobes in corridors,
elevator & main lobbies, bathrooms, etc to comply with applicable
codes.

8.9	Building Lighting & Outlets

a.	General: Provide lighting and receptacles in all
spaces, core/shell areas and Tenant Improvements areas. Lighting and receptacles
in core/shell spaces shall be provided as described below:



|Area             | Lighting                                            | Duplex       
|---------------- | --------------------------------------------------- | -------------
|Stairwells       | 4' surface mounted floor wrap with 2 T8 lamps       |              
|Elect Rms        | 4' or 8' fluor strip with 4' T8 lamps               | 1            
|Toilets          | Per Tenant Improvements design                      | 1 GFI        
|Corridors        | Fluor downlights, 2x2 or 2x4 fixtures               | 30' on center
|Telecom Rms      | 4' or 8' fluor strip with 4' T8 lamps               | 2            
|Janitor          | Surface drum with compact fluor lamps               | 1 GFI        
|Elev machine rms | 4' or 8' fluor strip with 4' T8 lamps & wire
guards | 2 GFI        
|Exits            | LED edge-lit                                        |              

b.	Roof:

i.	Provide twin head incandescent floodlight fixtures and
weatherproof receptacles in mechanical spaces. Provide light switch at roof
access for control.

9.0	THE FOLLOWING HVAC WORK SHALL BE PROVIDED BY OFFICE
TENANT:

9.1	Core areas.

a.	Provide cooling and heating for 1st floor entry lobby.
Lobby shall be served by VAV zones that are separate from tenant zones.

b.	Provide cooling and heating to toilet rooms,
telephone/electrical rooms, elevator machine room (ventilation if this is not a
conditioned space), and upper floor elevator lobbies. This may be from adjacent
tenant zones rather than separate zones.

c.	Provide complete exhaust and make-up systems for toilet
rooms, janitor's closets, and other core rooms 	required to have
exhaust.

i.	Toilet rooms shall be exhausted a minimum of 50 cfm per
toilet/urinal.

ii.	Provide an additional 250 cfm per floor of exhaust
stubbed into ceiling plenum from each toilet exhaust system. This will allow for
future exhaust needs, such as tenant toilet or kitchenette, and will allow for
exhaust of small interior construction areas during future remodels.

d.	Tenant spaces.

i.	Cooling System: Provide three rooftop packaged VAV air
conditioning units serving three supply shafts. Due to architectural
constraints, two units share a common return air shaft.

ii.	Minimum Capacity: Two at 90 tons, one at 105 tons, or
other mix of sizes to provide same capacity.

iii.	For sound control mount units on structural steel
supports with lined exterior ductwork to shafts.

e.	Heating System: Provide a single outdoor hot water
boiler and single pump.

i.	Capacity: 3000 MBH input.

ii.	Pipe to multiple risers along perimeter columns
stubbed out for connection to VAV reheat boxes.

iii.	Systems shall be variable flow. Use only two-way
modulating valves, except one or two 3-way valves provided only to prevent
inadvertent pump dead-heading. (So-called end-of-line valves not desired nor
allowed.)

f.	Auxiliary 24/7 cooling: Split system air conditioners
with condensing units located on roof or in the basement garage. During base
building design, coordinate locations and estimate sizes of openings required
for future refrigerant piping through post-tension slab to garage

g.	The following HVAC work shall be provided by Other
Tenants:

1st Floor Restaurant heating, cooling, exhaust, ventilation,
and make-up air systems, all other work associated with this space.

9.2	Variable air Volume AC Units:

a.	Trans SXHF/SXHG or equal by Carrier or York.

b.	Required Options that Tenant Shall Provide:   Rooftop
Units

i.	Minimum filter efficiency shall be MERV 12 as rated by
ASHRAE Standard 52.2 (80-85% Dust Spot Efficiency as rated by ASHRAE Standard
52. 1).

ii.	100% modulating powered relief with Statitrac building
pressurization control. Locate iv. indoor sensor port in interior zone well away
from exterior doors, elevators, and diffusers.

iii.	Hinged access doors.

iv. 	Variable speed drives on supply fan. Bypass not
required. Locate supply static pressure sensors at bottom of duct shaft.

v. 	Intentionally omitted.

vi. 	Economizer with ultra low leakage dampers and drybulb
high limit switch.

vii. 	Premium efficiency VFD-ready motors.

viii. 	GBAS interface

Hot Water Boilers

i.	Gas fired, atmospheric boilers shall be bent-tube type
by Bryan or Parker, or straight tube design by Ajax. Copper fin-tube and cast-
iron boilers not acceptable.

ii.	High/low firing

iii.	Provide listed weather enclosure for outdoor air
installations.

Temperature and Energy Management

i.	Summary: Complete automatic direct digital control
system as specified below for

ii. 	HVAC systems

iii. 	Limited monitoring of electrical systems

iv. 	Lighting systems

v. 	System shall comply with specifications for and be the
same manufacturer as the control system 	provided with Building 4. Coordinate
with mechanical engineer/contractor of that building. (The 	intent is that
the two systems be compatible so that both buildings may be centrally controlled
should they be managed by one entity in the future. Landlord will be responsible
for connecting the two 	control systems either during this phase of
construction or in the future at its option.)

Pumps

i.	PACO, Bell and Gossett, Armstrong, Taco

ii. 	Pumps shall be close-coupled, either end-suction or
in-line. Bronze-fitted.

Piping

i.	Piping materials shall be Type "L"
Copper.

ii. 	Joint System: 95/5 tin/antimony solder.

Ductwork

i. 	Ductwork shall be shall conform to the SMACNA HVAC
Duct Construction Standards.

Seismic Restraints

i.	Provide seismic restraints to meet requirements of the
UBC. Restraints shall not short-circuit 	vibration isolation systems under
normal operation.

ii. 	Design restraints shall be per code or SMACNA
"Seismic Restraint Manual Guidelines for Mechanical
Systems".

Execution

Test and adjust all items of air conditioning system to
provide design conditions. Testing and balancing shall be performed in complete
accordance with AABC or NEEB National Standards for Field Measurements and
Instrumentation as applicable to air distribution and hydronic systems.

---

SCHEDULE 3
TO EXHIBIT C

BUILDING STANDARDS

|Partitions:                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Standard Partition:                                                                                     | Floor to ceiling grid height, 3-5/8", 25 gauge sheet metal
studs at 24" o.c. 5/8" Type  "X" gypsum board each side,
with extruded aluminum tapeable top track, taped smooth and ready for finish.
Gypsum board finish to be level 4 (ASTM C 840). All gypsum board shall be Type
"X" even if not used in fire rated partition. Partitions to be braced
to structure above as per code. Increase gage, size or spacing of studs, as
required by code due to loading or floor to ceiling heights.                                                       
|Demising Partition:
(Between Tenant Spaces)                                                             | Floor to ceiling grid height, 3-5/8", 25 gauge sheet metal
studs at 24" o.c., 5/8" Type "X" gypsum board each side,
3" x 25" acoustic batt insulation in cavity (creased to fit), Neoprene
compression gasket @ head track, taped smooth and ready for finish.  Gypsum
board finish to be level 4 (ASTM C 840). All gypsum board shall be Type
"X" even if not used in fire rated partition. Provide wrapped batt
insulation on top of suspended ceiling 2'-0" on each side of this
partition. Partitions to be braced to structure above as per code.
|Standard One-Hour Corridor & Compartment
Partition:                                                     | Floor to structure above, 3-5/8", 25 gauge sheet metal
studs at 24" o.c., 5/8" Type "X" gypsum board each side full
height, perimeter fire caulked, taped smooth and ready for finish. Gypsum board
finish to be level 4 (ASTM C 840). Head track to be deflection track assembly.
(UL DES U419 or U465).                                                                                                                                                                                                                                             
|Perimeter Glazing Wall Wainscot:                                                                        | 5/8" Layer type "X" gypsum board, under aluminum
sill extension, taped smooth, level 4 finish.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Glass Sidelites:                                                                                        | Floor to door height glazing, 1/4" thick tempered glass (up
to 2 feet in width), 3/8" thick tempered glass (up to 3 feet in width) in
aluminum, knockdown, RAACO style frame; clear anodized aluminum, integral with
door frame.                                                                                                                                                                                                                                                                                                                      
|Glass Partition:                                                                                        | Floor to door height glazing, 1/2" thick tempered glass, #
of sections to be determined by Tenant, with individual panes butted to adjacent
panes and caulked with clear silicone, mounted in perimeter aluminum knockdown,
RAACO frame (head, sill & jambs); integral with door frame.                                                                                                                                                                                                                                                               
|Door,, Frames And Hardware:                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Entry/Interior Doors:                                                                                   | Summary:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                        | Size:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                        | Manufacturer/Source: Source and Manufacturer to be selected by
Tenant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                        | Quality Standard:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Fire rating:  Where required. Comply with all applicable
codes and ordinances.                         
|                                                                                                        | Finish:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                        | Construction:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                        | Door beveling:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                        | Warranty:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Entry/Interior Frames:                                                                                  | Aluminum, knock-down, RAACO frame;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Glass Doors:                                                                                            | To be selected by Tenant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Hardware:                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Finish:                                                                                                 | US32D - (626 - satin chromium plated)
Entry Lockset:  Schlage - L9453 	- #17 - Extra Heavy Duty Mortise
lockset/deadbolt.                                                                                                                                                                                                                                                                                                                                                                                                                             
|Interior Latchset:                                                                                      | Schlage - L9010 - #17 - Extra Heavy Duty Mortise Passage
Latchset .                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Interior Lockset:                                                                                       | Schlage - L9050 - # 17 - Extra Heavy Duty Mortise Office
Lockset                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Electronic Lockset:                                                                                     | Schlage - L908OPEU XL 11-811, 24 VDC
Keying: 6-Pin Mortise, Schlage L-series, E Keybank                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Closer:                                                                                                 | LCN 4041 pullside, LCN 4000T pocket doors, LCN 4041 with
parallel arm, conforming with required maximum pull force per code.                                                                                                                                                                                                                                                                                                                                                                                                                          
|.Hinges:                                                                                                | Hager BB 1279 or eq. McKinney - 4 -1/2" x 4-1/2" for
Standard Doors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Hinges @ Drs. W/ Closers:                                                                               | Hager BB 1279 or eq. McKinney - 4-1/2" x 4-1/2" for
doors with closers or high frequency doors.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Electric Hinges:                                                                                        | McKinney 4 wire CCTA2714                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Seal:                                                                                                   | Wool pile or S88W Pemko at hollow metal                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Floor Stop:                                                                                             | Glynn Johnson FB- 3 with FB 14R riser for carpet.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Hold Open Device:                                                                                       | Architectural Builders Hardware Manufacturing: adjustable
armature depth series.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Hardware Notes:                                                                                         | 1.  All locksets/latchsets to be equipped with armored fronts
and "A" Rose on handles and both sides.
2.  Tenant interior doors shall receive a latchset, hinges, door stop as
standard.
3.  Should panic hardware be required, it is the responsibility of the Tenant to
provide and install necessary hardware to meet code requirements including
additional hardware on existing exit doors.                                                                                                                                                      
|Suspended Ceiling System:                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Ceiling height:                                                                                         | 9'-0" above finished floor, minimum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Grid:                                                                                                   | Armstrong: 2' x 4' Second Look. 9/16" Bolt-Slot system -
#7601 and cross tees as required, heavy duty; Color: WH-White, or equal. Utilize
#7804 - 9/16"w. x 15/16" h. "L" angle for
perimeters.                                                                                                                                                                                                                                                                                                                                                       
|Tile:                                                                                                   | 24"x 24" x 5/8", Class A, regular, non-
directional tile, bevel edge, Color: White (WH).                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Floors:                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Carpet:                                                                                                 | Tenant's choice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Optional Pad:                                                                                           | Tenant's choice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Vinyl Tile/Sheet Vinyl:                                                                                 | Tenant's choice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Base:                                                                                                   | Tenant's choice.  All walls shall be finished such that if 2-
1/2" high base were installed at a later date, wall will be properly
finished (Level 4 Finish). For carpet installations, straight cut base shall be
installed. For vinyl tile and sheet vinyl installations, top set (coved) base
shall be utilized.                                                                                                                                                                                                                                   
|Paint:                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Paint:                                                                                                  | Manufacturer, specification, color to be Tenant's Choice.
Provide one primer coat, two finish coats minimum.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Wallcovering:                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Wallcovering:                                                                                           | Tenant's choice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Exterior Blinds:                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Exterior Blinds:                                                                                        | Levolor Riviera Mark I, 1" mini-blind,
"Sheerview" option, controls: Lift cord and tiltwand, color: TBD by
Landlord and approved by Tenant. Mount blinds inside exterior window
frames.                                                                                                                                                                                                                                                                                                                                                               
|Heating, Ventilation & Air Conditioning:                                                               
|Basic System:                                                                                           | The base building heating, ventilation and air conditioning
(HVAC) system consists of two, roof-top, air-cooled, variable air volume units;
centrifugal fans with variable frequency drive fans and gas fired boiler.
Distribution is by central riser shafts then to main distribution ducts on each
floor. Tenant areas are conditioned by variable air volume (VAV) units with hot
water reheat to provide air conditioning and zoning flexibility for normal off-
ice use. Direct digital controls (DDC) manage this system down to zone
level.   
|Zoning Design:                                                                                          | Tenant space will be divided into thermostatically controlled
zones, the number of which will be determined by specific Tenant layouts.
Maximum Perimeter Zone: 800 square feet of perimeter area. All corner offices
shall be a separate zone. Maximum Interior Zone: 1,600 square feet of interior
area.                                                                                                                                                                                                                                            
|Additional Cooling:                                                                                     | If necessary for isolated requirements, Tenant to utilize split
systems as required.  Condensers to be located at roof or garage, based on
location of cooling need.                                                                                                                                                                                                                                                                                                                                                                                  
|Equipment Schedule:                                                                                     | The Tenant will prepare design criteria based on types of
equipment that will be used in areas that are not considered typical off-ice
space. This will allow for the normal on-going exchange and upgrade of
equipment.                                                                                                                                                                                                                                                                                                                              
|Supply, Return and Exhaust Grills:                                                                      | Drop-in (flush with ceiling), color to match ceiling grid. Where
grills visually expose the ceiling cavity, paint all visually exposed components
in the ceiling cavity flat black.                                                                                                                                                                                                                                                                                                                                                                   
|Pluming:(Above Standard)                                                                               
|Breakroom Sinks:                                                                                        | Tenant's Choice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Faucet:                                                                                                 | Tenant's Choice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Hot Water Heaters:                                                                                      | Tenant's Choice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Point-of-Use:                                                                                           | Tenant's Choice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Dishwasher:                                                                                             | Tenant's Choice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Instant Hot:                                                                                            | Tenant's Choice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Power/Communication:                                                                                   
|Single Phase Breaker Spaces:                                                                            | 4.5 per 1000 square foot.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Duplex Wall Outlet:                                                                                     | 110V A.C., box, conduit, standard receptacle and plate; Color:
white.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Dedicated Duplex Outlet:                                                                                | 110V A.C. or 220V A.C., box, conduit, 20A receptacle and
standard plate; Color: Grey.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Isolated Ground:                                                                                        | 110V A.C., box, conduit, Leviton Decora Series, 20A receptacle
and standard plate; Color: Orange.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Duplex Floor Monument:                                                                                  | 110V A.C., RC1 or equal., monument, conduit, plate, brushed
aluminum; Device Color: black.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Alternative:                                                                                            | 3" flush floor mounted outlet - (4) receptacles, capacity
for (2) data lines. Color: Tenant's Choice.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Tel/Data Wall Outlet:                                                                                   | Tenant to provide standard white receptacles/coverplates mounted
level with electrical receptacles.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Notes:                                                                                                  | 1.  Standard mounting height for receptacles to be +17"
above finished floor and in compliance with all applicable accessibility
requirements.
2.  All electrical outlets shall be provided with type on tape on
device/coverplate indicating Panel/Breaker. Existing building electrical panels
are provided with engraved identification on panels/breakers.                                                                                                                                                                                        
|Telephone Cabling, Data Cabling & Low Voltage (Security,
etc.) Wiring:                                 
|                                                                                                        | Telephone, data cabling and low voltage wiring provision and
installation is the responsibility of the Tenant. It is the responsibility of
the Contractor to coordinate and identify the period of time during construction
in which this work shall be completed. Cable/wiring run in the return-air plenum
shall be plenum rated. All phone, data, security and other equipment shall be
located within the Tenant's Premises.                                                                                                                      
|Lighting:                                                                                              
|Recessed Fluorescent - 2x4 (Alternate for offices, conference
rooms and similar rooms)                  | Manufacturer:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                        | Model:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                        | Distribution:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                        | Ballast:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                        | Lamps:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                        | Voltage:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                        | Mounting:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                        | Shielding:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                        | Options:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Recessed Fluorescent - 2x2 (alternate for small special rooms
such as storage rooms and computer rooms) | Manufacturer:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                        | Model:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                        | Distribution:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                        | Ballast:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                        | Lamps:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                        | Voltage:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                        | Mounting:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                        | Shielding:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                        | Options:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Fluorescent Downlight:                                                                                  | Manufacturer:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                        | Series:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                        | Lamps:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                        | Aperture:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                        | Trim Color:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                        | Finish:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                        | Voltage:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                        | Notes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Fluorescent Wallwasher:                                                                                 | Manufacturer:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                        | Series:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                        | Lamps:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                        | Aperture:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                        | Trim Color:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                        | Finish:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                        | Voltage:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                        | Notes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Under-Cabinet Lights:                                                                                   | Tenant's Choice                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Switching:                                                                                              | All rooms and open areas shall be fitted with motion sensors.
Small rooms/offices to be equipped with infra red/motion sensor with integral
rocker switch, single pole, color: white. Larger areas/rooms to be equipped with
ceiling mounted motion sensors, color: white. Three and four-way switches shall
have standard coverplate and switch, color:  white. Fan switch: single pole
engraved "FAN"; color: white.                                                                                                                                
|Dimmers:                                                                                                | Standard dimmer and coverplate, suitable for control of load
controlled.  Color:  White                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|After-hours Lighting Switch:                                                                            | In room motion detectors will be used for energy
management.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exit Sign:                                                                                              | Lent/Legr recessed Ceiling edgelit LED exit Light.  3/16"
thick clear acrylic double panels with opaque separator with green engraved
lettering.                                                                                                                                                                                                                                                                                                                                                                                                      
|Emergency Lights:                                                                                       | Tenant to provide emergency lighting utilizing appropriately
specified Building Standard light fixtures.  Layout shall meet all code
requirements and any local requirements dictated by codes or Building/Fire
officials.                                                                                                                                                                                                                                                                                                                            
|Life Safety System:                                                                                    
|Sprinklers:                                                                                             | A fully automatic "light hazard" sprinkler system to
be furnished throughout the Tenant space The Tenant Improvement Work shall
specifically modify the system per the Tenant's proposed layout in accordance
with NFPA Pamphlet No. 13.                                                                                                                                                                                                                                                                                                              
|Sprinkler head:                                                                                         | Semi-recessed, polished white escutcheon.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Fire Alarm System:                                                                                      | Provide fully operable Fire Alarm System-operated from the Fire
Alarm Panel.  Fire Alarm System to have two means of alarm mode:  audible,
through horns strategically placed throughout the tenant space and corridors,
and visual, strobes at strategic locations throughout all halls and in places of
assembly as required by NFPA.                                                                                                                                                                                                               
|Smoke Detectors:                                                                                        | Notifier or equal: CPX-551 1; color: white. (Smoke detectors may
also be used to substitute for 1-hr. Corridor construction, with approval of
building and fire departments, approximately 30' on center in circulation
areas.)                                                                                                                                                                                                                                                                                                                       
|Strobe, Visual Warning:                                                                                 | Notifier or equal: V4R2475ADA clear lamp lens, off-white housing
with red "FIRE" lettering; wall mounted at +80" A.F.F.;
synchronized flash rate.                                                                                                                                                                                                                                                                                                                                                                                                     
|Speakers, Audible Warning:                                                                              | Notifier or equal: V400; color: white.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Fire Extinguisher:                                                                                      | 2A-10BC hand portable fire extinguisher; strategically wall
mounted per Building/Fire officials.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Fireproofing:                                                                                           | W.C. Grace Monocoat; all modifications to the continuity and
integrity of the existing fireproofing shall be patched to maintain the
building's fireproofing.                                                                                                                                                                                                                                                                                                                                                                                         
|Casework:                                                                                              
|Casework:                                                                                               | All Millwork to be W.I.C. Custom Grade or better. Tenant to
comply with accessibility standards.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Casework Hardware:                                                                                      | Tenant's Choice                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Telephone Backboard:                                                                                    | 5/8" thick, fire treated plywood, paint to match wall;
label left exposed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Appliances:                                                                                             | Tenant's Choice                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|PERIMETER BUILD-OUT:                                                                                    | Private offices and conference rooms shall be built-out on the
perimeter glass line and shall be built to a depth of 12 feet to 16 feet clear
and on 5'-0" mullion and column module.                                                                                                                                                                                                                                                                                                                                                                 

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