Exhibit 10.140


    
      

    

     

    Exhibit
      10.140


    
      	
              

            	
              AIR
                COMMERCIAL REAL ESTATE ASSOCIATION

            	 
	 	 
	
              STANDARD
                INDUSTRIAL/COMMERCIAL

            	 
	
              MULTI-TENANT
                LEASE - NET

            	 
	
               

            	 


    

    


    1.    
Basic
      Provisions ("Basic Provisions").

    1.1   Parties:
      This
      Lease ("Lease"),
      dated
      for reference purposes only _____________, 2005, is made by and between
Richard
      A. Cristina and Diane L. Cristina, Trustees of the Richard A. Cristina and
      Diane
      L. Cristina Trust, dated December 20, 1995, as amended ("Lessor")
      and
      SOUTHWALL
      TECHNOLOGIES INC., a Delaware corporation
      ("Lessee"),
      (collectively the "Parties",
      or
      individually a "Party").

    1.2(a)     
      Premises:
      That
      certain portion of the Project (as defined below), including all improvements
      therein or to be provided by Lessor under the terms of this Lease, commonly
      known by the street address of 3780
      Fabian Way,
      located
      in the City of Palo
      Alto,
      County
      of Santa
      Clara,
      State
      of California,
      with
      zip code 94303,
      as
      outlined on Exhibit ____ attached hereto ("Premises")
      and
      generally described as (describe briefly the nature of the Premises):
approximately
      7,774 square feet of a larger concrete industrial/research and development
      building. In
      addition to Lessee's rights to use and occupy the Premises as hereinafter
      specified, Lessee shall have non-exclusive rights to any utility raceways of
      the
      building containing the Premises ("Building")
      and to
      the Common Areas (as defined in Paragraph 2.7 below), but shall not have any
      rights to the roof or exterior walls of the Building or to any other buildings
      in the Project. The Premises, the Building, the Common Areas, the land upon
      which they are located, along with all other buildings and improvements thereon,
      are herein collectively referred to as the "Project."
      (See
      also Paragraph 2)

    1.2(b)     
      Parking:
      26.32%
      of the
      unreserved vehicle parking spaces. (See also Paragraph 2.6)

    1.3   Term:
      Two
      (2)
      years
      and No
      (0)
      months
      ("Original
      Term")
      commencing November
      1, 2005
      ("Commencement
      Date")
      and
      ending October
      31, 2007
      ("Expiration
      Date").
      (See
      also Paragraph 3)

    1.4   Early
      Possession:
      N/A
      ("Early
      Possession Date").
      (See
      also Paragraphs 3.2 and 3.3)

    1.5   Base
      Rent:
      $4,800.00
      per
      month ("Base
      Rent"),
      payable on the first
      day of
      each month commencing November
      1, 2005.
      (See
      also Paragraph 4) & Paragraph 50).

    x
      If this
      box is checked, there are provisions in this Lease for the Base Rent to be
      adjusted.

    1.6   Lessee's
      Share of Common Area Operating Expenses:
      26.32
      percent
      (26.3%)
      ("Lessee's
      Share").
      Lessee's Share has been calculated by dividing the approximate square footage
      of
      the Premises by the approximate square footage of the Project. In the event
      that
      the size of the Premises and/or the Project are modified during the term of
      this
      Lease, Lessor shall recalculate Lessee's Share to reflect such
      modification.

    1.7   Base
      Rent and Other Monies Paid Upon Execution:

    
      	 	
              (a)

            	
              Base
                Rent:
                $
                N/A
                for the period
                 _____________________________________.

            


    

    
      	 	
              (b)

            	
              Common
                Area Operating Expenses:
                $__________ for the period
                ____________.

            


    

    
      	 	
              (c)

            	
              Security
                Deposit:
                $10,504.00
                ("Security
                Deposit").
                (See also Paragraph 5) & Paragraph
                51).

            


    

    
      	 	
              (d)

            	
              Other:
                $___________
                for__________________________________________.

            


    

    
      	 	
              (e)

            	
              Total
                Due Upon Execution of this Lease:
                $_________.

            


    

    1.8   Agreed
      Use:
      ___________________________________________________________. (See also Paragraph
      6)

    1.9   Insuring
      Party:
      Lessor
      is the "Insuring
      Party".
      (See
      also Paragraph 8)

    1.12        
      Attachments.
      Attached hereto are the following, all of which constitute a part of this
      Lease:

    o an
      Addendum consisting of Paragraphs ______ through ______;

    o a
      site
      plan depicting the Premises;

    o a
      site
      plan depicting the Project;

    o a
      current
      set of the Rules and Regulations for the Project;

    o a
      current
      set of the Rules and Regulations adopted by the owners'
      association;

    o a
      Work
      Letter;

    o other
      (specify):____________________________________________________________________.

    2.    
Premises.

    2.1   Letting.
      Lessor
      hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises,
      for
      the term, at the rental, and upon all of the terms, covenants and conditions
      set
      forth in this Lease. Unless otherwise provided herein, any statement of size
      set
      forth in this Lease, or that may have been used in calculating Rent, is an
      approximation which the Parties agree is reasonable and any payments based
      thereon are not subject to revision whether or not the actual size is more
      or
      less. NOTE:
      Lessee is advised to verify the actual size prior to executing this
      Lease.

    2.2   Condition.
      Lessor
      shall deliver that portion of the Premises contained within the Building
      ("Unit")
      to
      Lessee broom clean and free of debris on the Commencement Date or the Early
      Possession Date, whichever first occurs ("Start
      Date"),
      and,
      so long as the required service contracts described in Paragraph 7.1(b) below
      are obtained by Lessee and in effect within thirty days following the Start
      Date, warrants that the existing electrical, plumbing, fire sprinkler, lighting,
      heating, ventilating and air conditioning systems ("HVAC"),
loading
      doors, sump pumps, if any, and all other such elements in the Unit, other than
      those constructed by Lessee, shall be in good operating
      condition on said date, that the structural elements of the roof, bearing walls
      and foundation of the Unit shall be free of material defects,
      and that the Unit does not contain hazardous levels of any mold or fungi defined
      as toxic under applicable state or federal law. If a non-compliance with such
      warranty exists as of the Start Date, or if one of such systems or elements
      should malfunction or fail within the appropriate warranty period, Lessor shall,
      as Lessor's sole obligation with respect to such matter, except as otherwise
      provided in. this
      Lease, promptly after receipt of written notice from Lessee setting forth with
      specificity the nature and extent of such non-compliance, malfunction
      or failure, rectify same at Lessor's expense. The warranty periods shall be
      as
      follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to the
      remaining systems and other elements of the Unit. If Lessee does not give Lessor
      the required notice within the appropriate warranty period, correction of any
      such non-compliance, malfunction or failure shall be the obligation of Lessee
      at
      Lessee's sole cost and expense (except for the repairs to the fire sprinkler
      systems, roof, foundations, and/or bearing walls - see Paragraph
      7).

     

     

    
      
        	 	 	 
	 	 	 
	
                Initials

              	
                PAGE
                  1

              	
                Initials

              


      

      


      
        	
                ©1999-AIR
                  Commercial Real Estate Association

              	 	
                FORM
                  MTN-4-8/04

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.3   Compliance.
      Lessor
      warrants that to the best of its knowledge the improvements on the Premises
      and
      the Common Areas comply with the building codes that were in effect at the
      time
      that each such improvement, or portion thereof, was constructed, and
      also
      with all applicable laws, covenants or restrictions of record, regulations,
      and
      ordinances in effect on the Start Date ("Applicable
      Requirements").
      Said
      warranty does not apply to the use to which Lessee will put the Premises,
      modifications which may be required by the Americans with Disabilities Act
      or
      any similar laws as a result of Lessee's use (see Paragraph 49), or to any
      Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made
      or to
      be made by Lessee. NOTE:
      Lessee is responsible for determining whether or not the Applicable Requirements
      and especially the zoning are appropriate forLessee's
      intended use, and acknowledges that past uses of the Premises may no longer
      be
      allowed. If
      the
      Premises do not comply with said warranty, Lessor shall, except as otherwise
      provided, promptly after receipt of written notice from Lessee setting forth
      with specificity the nature and extent of such non-compliance, rectify the
      same
      at Lessor's expense. If Lessee does not give Lessor written notice of a
      non-compliance with this warranty within 6 months following the Start Date,
      correction of that non-compliance shall be the obligation of Lessee at Lessee's
      sole cost and expense. If the Applicable Requirements are hereafter changed
      so
      as to require during the term of this Lease the construction of an addition
      to
      or an alteration of the Unit, Premises and/or Building, the remediation of
      any
      Hazardous Substance, or the reinforcement or other physical modification of
      the
      Unit, Premises and/or Building ("Capital
      Expenditure"),Lessor
      and Lessee shall allocate the cost of such work as follows:

    (a) 
       Subject
      to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result
      of the specific and unique use of the Premises by Lessee as compared with uses
      by tenants in general, Lessee shall be fully responsible for the cost thereof,
      provided, however that if such Capital Expenditure is required during the last
      2
      years of this Lease and the cost thereof exceeds 6 months' Base Rent, Lessee
      may
      instead terminate this Lease unless Lessor notifies Lessee, in writing, within
      10 days after receipt of Lessee's termination notice that Lessor has elected
      to
      pay the difference between the actual cost thereof and the amount equal to
      6
      months' Base Rent. If Lessee elects termination, Lessee shall immediately cease
      the use of the Premises which requires such Capital Expenditure and deliver
      to
      Lessor written notice specifying a termination date at least 90 days thereafter.
      Such termination date shall, however, in no event be earlier than the last
      day
      that Lessee could legally utilize the Premises without commencing such Capital
      Expenditure.

    (b) 
      If
      such
      Capital Expenditure is not the result of the specific and unique use of the
      Premises by Lessee (such a governmentally mandated seismic modifications),
      then
      Lessor and Lessee shall allocate the obligation to pay for the portion of such
      costs reasonably attributable to the Premises pursuant to the formula set out
      in
      Paragraph 7.1(d); provided, however, that if such Capital Expenditure is
      required during the last 2 years of this Lease or if Lessor reasonably
      determines that it is not economically feasible to pay its share thereof, Lessor
      shall have the option to terminate this Lease upon 90 days prior written notice
      to Lessee unless Lessee notifies Lessor, in writing, within 10 days after
      receipt of Lessor's termination notice that Lessee will pay for such Capital
      Expenditure. If Lessor does not elect to terminate, and fails to tender its
      share of any such Capital Expenditure, Lessee may advance such funds and deduct
      same, with Interest, from Rent until Lessor's share of such costs have been
      fully paid. If Lessee is unable to finance Lessor's share, or if the balance
      of
      the Rent due and payable for the remainder of this Lease is not sufficient
      to
      fully reimburse Lessee on an offset basis, Lessee shall have the right to
      terminate this Lease upon 30 days written notice to Lessor.

    (c) 
      Notwithstanding
      the above, the provisions concerning Capital Expenditures are intended to apply
      only to non-voluntary, unexpected, and new Applicable Requirements. If the
      Capital Expenditures are instead triggered by Lessee as a result of an actual
      or
      proposed change in use/change in intensity of use, or modification to the
      Premises then, and in that event, Lessee shall either: (i) immediately cease
      such changed use or intensity of use and/or take such other steps as may be
      necessary to eliminate the requirement for such Capital Expenditure, or (ii)
      complete such Capital Expenditure at its own expense. Lessee shall not have
      any
      right to terminate this Lease.

    2.4   Acknowledgements.
      Lessee
      acknowledges that: (a) it has been advised by Lessor and/or Brokers to satisfy
      itself with respect to the condition of the Premises (including but not limited
      to the electrical, HVAC and fire sprinkler systems, security, environmental
      aspects, and compliance with Applicable Requirements and the Americans with
      Disabilities Act), and their suitability for Lessee's intended use, (b) Lessee
      has made such investigation as it deems necessary with reference to such matters
      and assumes all responsibility therefor as the same relate to its occupancy
      of
      the Premises, and (c) neither Lessor, Lessor's agents, nor Brokers have made
      any
      oral or written representations or warranties with respect to said matters
      other
      than as set forth in this Lease. In addition, Lessor acknowledges that: (i)
      Brokers have made no representations, promises or warranties concerning Lessee's
      ability to honor the Lease or suitability to occupy the Premises, and (ii)
      it is
      Lessor's sole responsibility to investigate the financial capability and/or
      suitability of all proposed tenants.

    2.5   Lessee
      as Prior Owner/Occupant. The
      warranties made by Lessor in Paragraph 2 shall be of no force or effect if
      immediately prior to the Start Date Lessee was the owner or occupant of the
      Premises. In such event, Lessee shall be responsible for any necessary
      corrective work.

    2.6   Vehicle
      Parking. Lessee
      shall be entitled to use the number of parking spaces specified in Paragraph
      1.2(b) on those portions of the Common Areas designated from time to time by
      Lessor for parking. Lessee shall not use more parking spaces than said number.
      Said parking spaces shall be used for parking by vehicles no larger than
      full-size passenger automobiles or pick-up truck herein called "Permitted
      Size Vehicles." Lessor
      may regulate the loading and unloading of vehicles by adopting Rules and
      Regulation as provided in Paragraph 2.9. No vehicles other than Permitted Size
      Vehicles may be parked in the Common Area without the prior written permission
      of Lessor. In addition:

    (a)    
      Lessee
      shall not permit or allow any vehicles that belong to or are controlled by
      Lessee or Lessee's employees, suppliers, shippers, customers, contractors or
      invitees to be loaded, unloaded, or parked in areas other than those designated
      by Lessor for such activities.

    (b)    
      Lessee
      shall not service or store any vehicles in the Common Areas.

    (c)    
      If
      Lessee
      permits or allows any of the prohibited activities described in this Paragraph
      2.6, then Lessor shall have the right, without notice, in addition to such
      other
      rights and remedies that ii may have, to remove or tow away the vehicle involved
      and charge the cost to Lessee, which cost shall be immediately payable upon
      demand by Lessor.

    2.7   Common
      Areas - Definition. The
      term
"Common
      Areas" is
      defined as all areas and facilities outside the Premises and within the exterior
      boundary line of the Project and interior utility raceways and installations
      within the Unit that are provided and designated by the Lessor from time to
      time
      for the general non-exclusive use of Lessor, Lessee and other tenants of the
      Project and their respective employees, suppliers, shippers, customers,
      contractors and invitees, including parking areas, loading and unloading areas,
      trash areas, roadways, walkways, driveways and landscaped areas.

    2.8   Common
      Areas - Lessee's Rights. Lessor
      grants to Lessee, for the benefit of Lessee and its employees, suppliers,
      shippers, contractors, customers and invitees, during the term of this Lease,
      the non-exclusive right to use, in common with others entitled to such use,
      the
      Common Areas as they exist from time to time, subject to any rights, powers,
      and
      privileges reserved by Lessor under the terms hereof or under the terms of
      any
      rules and regulations or restrictions governing the use of the Project. Under
      no
      circumstances shall the right herein granted to use the Common Areas be deemed
      to include the right to store any property, temporarily or permanently, in
      the
      Common Areas. Any such storage shall be permitted only by the prior written
      consent of Lessor or Lessor's designated agent, which consent may be revoked
      at
      any time. In the event that any unauthorized storage shall occur then Lessor
      shall have the right, without notice, in addition to such other rights and
      remedies that it may have, to remove the property and charge the cost to Lessee,
      which cost shall be immediately payable upon demand by Lessor.

     

    
       

      
        
          	 	 	 
	 	 	 
	
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                  ©1999-AIR
                    Commercial Real Estate Association

                	 	
                  FORM
                    MTN-4-8/04

                


        

      

       

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    2.9   Common
      Areas - Rules and Regulations. Lessor
      or
      such other person(s) as Lessor may appoint shall have the exclusive control
      and
      management of the Common Areas and shall have the right, from time to time,
      to
      establish, modify, amend and enforce
      reasonable rules and regulations ("Rules
      and Regulations") for
      the
      management, safety, care, and cleanliness of the grounds, the
      parking and unloading of vehicles and the preservation of good order, as well
      as
      for the convenience of other occupants or tenants of the Building and the
      Project and their invitees. Lessee agrees to abide by and conform to all such
      Rules and Regulations, and shall use
      its
      best efforts to cause its employees, suppliers, shippers, customers, contractors
      and invitees to so abide and conform. Lessor shall not
      be
      responsible to Lessee for the non-compliance with said Rules and Regulations
      by
      other tenants of the Project.

    2.10        
      Common
      Areas - Changes. Lessor
      shall have the right, in Lessor's sole discretion, from time to
      time:

    (a)    
      To
      make
      changes to the Common Areas, including, without limitation, changes in the
      location, size, shape and number of driveways, entrances, parking spaces,
      parking areas, loading and unloading areas, ingress, egress, direction of
      traffic landscaped areas, walkways and utility raceways;

    (b)    
      To
      close
      temporarily any of the Common Areas for maintenance purposes so long as
      reasonable access to the Premises remains available;

    (c)    
      To
      designate other land outside the boundaries of the Project to be a part of
      the
      Common Areas;

    (d)    
      To
      add
      additional buildings and improvements to the Common Areas;

    (e)    
      To
      use
      the Common Areas while engaged in making additional improvements, repairs or
      alterations to the Project, or
      any
      portion thereof; and

    (f)     
      To
      do and
      perform such other acts and make such other changes in, to or with respect
      to
      the Common Areas and Project as Lessor may, in the exercise of sound business
      judgment, deem to be appropriate.

    3.    
Term.

    3.1   Term.
      The
      Commencement Date, Expiration Date and Original Term of this Lease are as
      specified in Paragraph 1.3.

    3.2   Early
      Possession. If
      Lessee
      totally or partially occupies the Premises prior to the Commencement Date,
      the
      obligation to pay Base Rent shall be abated for the period of such early
      possession. All other terms of this Lease (including but not limited to the
      obligations
      to pay Lessee's Share of Common Area Operating Expenses, Real Property Taxes
      and
      insurance premiums and to maintain the
      Premises) shall be in effect during such period. Any such early possession
      shall
      not affect the Expiration Date.

    3.3   Delay
      In Possession. Lessor
      agrees to use its best commercially reasonable efforts to deliver possession
      of
      the Premises
      to Lessee by the Commencement Date. If, despite said efforts, Lessor is unable
      to deliver possession as agreed, Lessor shall not
      be
      subject to any liability therefor, nor shall such failure affect the validity
      of
      this Lease or change the Expiration Date. Lessee shall not, however, be
      obligated to pay Rent or perform its other obligations until Lessor delivers
      possession of the Premises and any period of rent abatement that Lessee would
      otherwise have enjoyed shall run from the date of the delivery of possession
      and
      continue for a period equal to what Lessee would otherwise have enjoyed, but
      minus any days of delay caused by the acts or omissions of Lessee. If possession
      is not delivered within 60 days after the Commencement Date, Lessee may, at
      its
      option, by notice in writing within 10 days or the
      end
      of such 60 day period, cancel this Lease, in which event the Parties shall
      be
      discharged from all obligations hereunder. If such written notice is not
      received by Lessor within said 10 day period, Lessee's right to cancel shall
      terminate. Except as otherwise provided, if possession is not tendered to Lessee
      by the Start Date and Lessee does not terminate this Lease, as aforesaid, any
      period of
      rent
      abatement that Lessee would otherwise have enjoyed shall run from the date
      of
      delivery of possession and continue for a period equal
      to
      what Lessee would otherwise have enjoyed under the terms hereof, but minus
      any
      days of delay caused by the acts or omissions of
      Lessee. If possession of the Premises is not delivered within 4 months after
      the
      Commencement Date, this Lease shall terminate unless other agreements are
      reached between Lessor and Lessee, in writing.

    3.4   Lessee
      Compliance. Lessor
      shall not be required to tender possession of the Premises to Lessee until
      Lessee complies with
      its
      obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery
      of
      such evidence, Lessee shall be required to perform all of its obligations under
      this Lease from and after the Start Date, including the payment of Rent,
      notwithstanding Lessor's election to withhold possession pending receipt of
      such
      evidence of insurance: Further, if Lessee is required to perform any other
      conditions prior to or concurrent with the Start Date, the Start Date shall
      occur but Lessor may elect to withhold possession until such conditions are
      satisfied.

    4.    
Rent.

    4.1   Rent
      Defined. All
      monetary obligations of Lessee to Lessor under the terms of this Lease (except
      for the Security Deposit) are deemed to be rent ("Rent").

    4.2   Common
      Area Operating Expenses. Lessee
      shall pay to Lessor during the term hereof, in addition to the Base Rent,
      Lessee's Share (as specified in Paragraph 1.6) of all Common Area Operating
      Expenses, as hereinafter defined, during each calendar year of the term of
      this
      Lease, in accordance with the following provisions:

    (a)  "Common
      Area Operating Expenses" are
      defined, for purposes of this Lease, as all costs incurred by Lessor relating
      to
      the ownership and operation of the Project, including, but not limited to,
      the
      following:

    (i)    
      The
      operation, repair and maintenance, in neat, clean, good order and condition,
      and
      if necessary the replacement, of the following:

     (aa)    
      The Common Areas and Common Area improvements, including parking areas, loading
      and unloading areas, trash areas, roadways, parkways, walkways, driveways,
      landscaped areas, bumpers, irrigation systems, Common Area lighting facilities,
      fences and gates, elevators, roofs, and roof drainage systems.

    (bb)    
      Exterior signs and any tenant directories.

    (cc)    
      Any fire sprinkler systems.

    
      	 	
              (ii)

            	
              The
                cost of water, gas, electricity and telephone to service the Common
                Areas
                and any utilities not separately metered.

            


    

    
      	 	
              (iii)

            	
              Trash
                disposal, pest control services, property management, security services,
                owner's association dues and fees,
                the cost to repaint the exterior of any structures and the cost of
                any
                environmental inspections.

            


    

    
      	 	
              (iv)

            	
              Reserves
                set aside for maintenance, repair and/or replacement of Common Area
                improvements and equipment.

            


    

    
      	 	
              (v)

            	
              Real
                Property Taxes (as defined in Paragraph
                10).

            


    

    
      	 	
              (vi)

            	
              The
                cost of the premiums for the insurance maintained by Lessor pursuant
                to
                Paragraph 8. (vii) Any deductible portion of an insured loss concerning
                the Building or the Common Areas. (viii) Auditors', accountants'
                and
                attorneys' fees and costs related to the operation, maintenance,
                repair
                and replacement of the Project.

            


    

    
      	 	
              (ix)

            	
              The
                cost of any capital improvement to the Building or the Project not
                covered
                under the provisions of Paragraph
                2.3 provided; however, that Lessor shall allocate the cost of any
                such
                capital improvement over a 12
                year period and Lessee shall not be required to pay more than Lessee's
                Share of 1/144th of the cost of such capital improvement in any given
                month. 

            


    

    
      	
            	(x)	
              Any
                other services to be provided by Lessor that are stated elsewhere
                in this
                Lease to be a Common Area Operating
                Expense.

            


    

    (b)  Any
      Common Area Operating Expenses and Real Property Taxes that are specifically
      attributable to the Unit, the Building or to any other building in the Project
      or to the operation, repair and maintenance thereof, shall be allocated entirely
      to such Unit, Building, or other building. However, any Common Area Operating
      Expenses and Real Property Taxes that are not specifically attributable to
      the
      Building or to any other building or to the operation, repair and maintenance
      thereof, shall be equitably allocated by Lessor to all buildings in the
      Project.

    (c)  The
      inclusion of the improvements, facilities and services set forth in Subparagraph
      4.2(a) shall not be deemed to impose an obligation upon Lessor to either have
      said improvements or facilities or to provide those services unless the Project
      already has
      the
      same, Lessor already provides the services, or Lessor has agreed elsewhere
      in
      this Lease to provide the same or some of them.

     

    
       

      
        
          	 	 	 
	 	 	 
	
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                  ©1999-AIR
                    Commercial Real Estate Association

                	 	
                  FORM
                    MTN-4-8/04

                


        

      

       

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (d)  Lessee's
      Share of Common Area Operating Expenses is payable monthly on the same day
      as
      the Base Rent is due hereunder. The amount of such payments shall be based
      on
      Lessor's estimate of the annual Common Area Operating Expenses. Within 60 days
      after written request (but not more than once each year) Lessor shall deliver
      to
      Lessee a reasonably detailed statement showing Lessee's Share of the actual
      Common Area Operating Expenses incurred during the preceding year. If Lessee's
      payments during such year exceed Lessee's Share, Lessor shall credit the amount
      of such over-payment against Lessee's future payments. If Lessee's payments
      during such year were less than Lessee's Share, Lessee shall pay to Lessor
      the
      amount of the deficiency within 10 days after delivery by Lessor to Lessee
      of
      the statement.

    (e)  Common
      Area Operating Expenses shall not include any expenses paid by any tenant
      directly to third parties, or as to which Lessor is otherwise reimbursed by
      any
      third party, other tenant, or insurance proceeds.

    4.3   Payment.
      Lessee
      shall cause payment of Rent to be received by Lessor in lawful money of the
      United States, without offset or deduction (except as specifically permitted
      in
      this Lease), on or before the day on which it is due. All monetary amounts
      shall
be
      rounded to the nearest whole dollar. In the event that any invoice prepared
      by
      Lessor is inaccurate such inaccuracy shall not constitute a
      waiver
      and Lessee shall be obligated to pay the amount set forth in this Lease. Rent
      for any period during the term hereof which is for less
      than
      one full calendar month shall be prorated based upon the actual number of days
      of said month. Payment of Rent shall be made to Lessor at its address stated
      herein or to such other persons or place as Lessor may from time to time
      designate in writing. Acceptance of
      a
      payment which is less than the amount then due shall not be a waiver of Lessor's
      rights to the balance of such Rent, regardless of Lessor's endorsement of any
      check so stating. In the event that any check, draft, or other instrument of
      payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees
      to
      pay to Lessor the sum of $25 in addition to any Late Charge and Lessor, at
      its
option,
      may require all future Rent be paid by cashier's check. Payments will be applied
      first to accrued late charges and attorney's fees, second
      to
      accrued interest, then to Base Rent and Common Area Operating Expenses, and
      any
      remaining amount to any other outstanding charges or costs.

    5.    
Security
      Deposit. Lessee
      shall deposit with Lessor upon execution hereof the Security Deposit as security
      for Lessee's faithful performance of its obligations under this Lease. If Lessee
      fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use,
      apply
      or retain all or any portion of said Security Deposit for the payment of any
      amount due Lessor or to reimburse or compensate Lessor for any liability,
      expense, loss or damage which Lessor may suffer or incur by reason thereof.
      If
      Lessor uses or applies all or any portion
      of the Security Deposit, Lessee shall within 10 days after written request
      therefor deposit monies with Lessor sufficient to restore said
      Security Deposit to the full amount required by this Lease. If the Base Rent
      increases during the term of this Lease, Lessee shall, upon
      written request from Lessor, deposit additional moneys with Lessor so that
      the
      total amount of the Security Deposit shall at all times bear
      the
      same proportion to the increased Base Rent as the initial Security Deposit
      bore
      to the initial Base Rent. Should the Agreed Use be amended to accommodate a
      material change in the business of Lessee or to accommodate a sublessee or
      assignee, Lessor shall have the right to increase the Security Deposit to the
      extent necessary, in Lessor's reasonable judgment, to account for any increased
      wear and tear that the Premises may suffer as a result thereof. If a change
      in
      control of Lessee occurs during this Lease and following such change the
      financial condition of Lessee is, in Lessor's reasonable judgment, significantly
      reduced, Lessee shall deposit such additional monies with Lessor as shall be
      sufficient to cause the Security Deposit to be at a commercially reasonable
      level based on such change in financial condition. Lessor shall not be required
      to keep the Security Deposit separate from its general accounts. Within
14
      days
      after the expiration or termination of this Lease, if Lessor elects to apply
      the
      Security Deposit only to unpaid Rent, and otherwise within 30 days after the
      Premises have been vacated pursuant to Paragraph 7.4(c) below, Lessor shall
      return that portion of the Security Deposit
      not used or applied by Lessor. No part of the Security Deposit shall be
      considered to be held in trust, to bear interest or to be prepayment for any
      monies to be paid by Lessee under this Lease.

    6.    
Use.

    6.1   Use.
      Lessee
      shall use and occupy the Premises only for the Agreed Use, or any other legal
      use which is reasonably comparable thereto, and for no other purpose. Lessee
      shall not use or permit the use of the Premises in a manner that is unlawful,
      creates
      damage, waste or a nuisance, or that disturbs occupants of or causes damage
      to
      neighboring premises or properties. Other than guide,
      signal and seeing eye dogs, Lessee shall not keep or allow in the Premises
      any
      pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold
      or delay its consent to any written request for a modification of the Agreed
      Use, so long as the same will not impair the structural integrity of the
      Building or the mechanical or electrical systems therein, and/or is not
      significantly more burdensome to the Project. If Lessor elects to withhold
      consent, Lessor shall within 7 days after such request give written notification
      of same, which notice shall include an explanation of Lessor's objections to
      the
      change in the Agreed Use.

    6.2   Hazardous
      Substances.

    (a) 
      Reportable
      Uses Require Consent. The
      term
"Hazardous
      Substance" as
      used
      in this Lease shall mean any product, substance, or waste whose presence, use,
      manufacture, disposal, transportation, or release, either by itself or in
      combination with other materials expected to be on the Premises, is either:
      (i)
      potentially injurious to the public health, safety or welfare, the environment
      or the Premises, (ii) regulated or monitored by any governmental authority,
      or
      (iii) a basis for potential liability of Lessor to any governmental agency
      or
      third party under any applicable statute or common law theory. Hazardous
      Substances shall include, but not be limited to, hydrocarbons, petroleum,
      gasoline, and/or crude oil or any products, by-products or fractions thereof.
      Lessee shall not engage in any activity in or on the Premises which constitutes
      a Reportable Use of Hazardous Substances without the express prior written
      consent of Lessor and timely compliance (at Lessee's expense) with all
      Applicable Requirements. "Reportable
      Use" shall
      mean (i) the installation or use of any above or below ground storage tank,
      (ii)
      the generation, possession, storage, use, transportation, or disposal of a
      Hazardous Substance that requires a permit from, or with respect to which a
      report, notice, registration or business plan is required to be filed with,
      any
      governmental authority, and/or (iii) the presence at the Premises of a Hazardous
      Substance with respect to which any Applicable Requirements requires that a
      notice be given to persons entering or occupying the Premises or neighboring
      properties. Notwithstanding the foregoing, Lessee may use any ordinary and
      customary materials reasonably required to be used in the normal course of
      the
      Agreed Use, ordinary office supplies (copier toner, liquid paper, glue, etc.)
      and common household cleaning materials, so long as such use is in compliance
      with all Applicable Requirements, is not a Reportable Use, and does not expose
      the Premises or neighboring property to any meaningful risk of contamination
      or
      damage or expose Lessor to any liability therefor. In addition, Lessor may
      condition its consent to any Reportable Use upon receiving such additional
      assurances as Lessor reasonably deems
      necessary to protect itself, the public, the Premises and/or the environment
      against damage, contamination, injury and/or liability, including,
      but not limited to, the installation (and removal on or before Lease expiration
      or termination) of protective modifications (such as concrete encasements)
      and/or increasing the Security Deposit.

    (b) 
      Duty
      to Inform Lessor. If
      Lessee
      knows, or has reasonable cause to believe, that a Hazardous Substance has come
      to
      be
      located in, on, under or about the Premises, other than as previously consented
      to by Lessor, Lessee shall immediately give written notice
      of
      such fact to Lessor, and provide Lessor with a copy of any report, notice,
      claim
      or other documentation which it has concerning the presence of such Hazardous
      Substance.

    (c) 
      Lessee
      Remediation. Lessee
      shall not cause or permit any Hazardous Substance to be spilled or released
      in,
      on, under,
      or
      about the Premises (including through the plumbing or sanitary sewer system)
      and
      shall promptly, at Lessee's expense, comply with
      all
      Applicable Requirements and take all investigatory and/or remedial action
      reasonably recommended, whether or not formally ordered or required, for the
      cleanup of any contamination of, and for the maintenance, security and/or
      monitoring of the Premises or neighboring properties, that was caused or
      materially contributed to by Lessee, or pertaining to or involving any Hazardous
      Substance brought onto the Premises during the term of this Lease, by or for
      Lessee, or any third party.

    (d) 
      Lessee
      Indemnification. Lessee
      shall indemnify, defend and hold Lessor, its agents, employees, lenders and
      ground lessor,
      if any, harmless from and against any and all loss of rents and/or damages,
      liabilities, judgments, claims, expenses, penalties, and attorneys' and
      consultants' fees arising out of or involving any Hazardous Substance brought
      onto the Premises by or for Lessee, or any third party (provided, however,
      that
      Lessee shall have no liability under this Lease with respect to underground
      migration of any Hazardous Substance under the Premises from areas outside
      of
      the Project not caused or contributed to by Lessee). Lessees obligations shall
      include, but not be limited to, the effects of any contamination or injury
      to
      person, property or the environment created or suffered by Lessee, and the
      cost
      of investigation, removal, remediation, restoration and/or abatement, and shall
      survive the expiration or
      termination of this Lease. No termination, cancellation or release agreement
      entered into by Lessor and Lessee shall release Lessee from
      its
      obligations under this Lease with respect to Hazardous Substances, unless
      specifically so agreed by Lessor in writing at the time of such
      agreement.

     

    
       

      
        
          	 	 	 
	 	 	 
	
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    (e) 
      Lessor
      Indemnification. Lessor
      and its successors and assigns shall indemnify, defend, reimburse and hold
      Lessee, Its employees and lenders, harmless from and against any and all
      environmental damages, including the cost of remediation, which are suffered
      as a direct result of Hazardous Substances on the Premises prior to Lessee
      taking possession or which are caused by the gross negligence
      or willful misconduct of Lessor, its agents or employees. Lessor's obligations,
      as and when required by the Applicable Requirements,
      shall include, but not be limited to, the cost of investigation, removal,
      remediation, restoration and/or abatement and shall survive
      the expiration or termination of this Lease.

    (f)  
      Investigations
      and Remediations. Lessor
      shall retain the responsibility and pay for any investigations or remediation
      measures required by governmental entities having jurisdiction with respect
      to
      the existence of Hazardous Substances on the Premises prior
      to
      Lessee taking possession, unless such remediation measure is required as a
      result of Lessee's use (including "Alterations", as defined
      in paragraph 7.3(a) below) of the Premises, in which event Lessee shall be
      responsible for such payment. Lessee shall cooperate fully
      in
      any such activities at the request of Lessor, including allowing Lessor and
      Lessor's agents to have reasonable access to the Premises at reasonable times
      in
      order to carry out Lessor's investigative and remedial
      responsibilities.

    (g) 
      Lessor
      Termination Option. If
      a
      Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term
      of
      this Lease, unless Lessee is legally responsible therefor (in which case Lessee
      shall make the investigation and remediation thereof required by the Applicable
      Requirements and this Lease shall continue in full force and effect, but subject
      to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at
      Lessor's option, either (i) investigate and remediate such Hazardous Substance
      Condition, if required, as soon as reasonably possible at Lessor's expense,
      in
      which event this Lease shall continue in full force and effect, or (ii) if
      the
      estimated cost to remediate such condition exceeds 12 times the then monthly
      Base Rent or $100,000, whichever is greater, give written notice to Lessee,
      within 30 days after receipt by Lessor of knowledge of the occurrence of such
      Hazardous Substance Condition, of Lessor's desire to terminate this Lease as
      of
      the date 60 days following the date of such notice. In the event Lessor elects
      to give a termination notice, Lessee may, within 10 days thereafter, give
      written notice to Lessor of Lessee's commitment to pay the amount by which
      the
      cost of the remediation of such Hazardous Substance Condition exceeds an amount
      equal to 12 times the then monthly Base Rent or $100,000, whichever is greater.
      Lessee shall provide Lessor with said funds or satisfactory assurance thereof
      within 30 days following such commitment. In such event, this Lease shall
      continue in full force and effect, and Lessor shall proceed to make such
      remediation as soon as reasonably possible after the required funds are
      available. If Lessee does not give such notice and provide the required funds
      or
      assurance thereof within the time provided, this Lease shall terminate as of
      the
      date specified in Lessor's notice of termination.

    6.3   Lessee's
      Compliance with Applicable Requirements. Except
      as
      otherwise provided in this Lease, Lessee shall, at Lessee's sole expense, fully,
      diligently and in a timely manner, materially comply with all Applicable
      Requirements, the requirements of any applicable fire insurance underwriter
      or
      rating bureau, and the recommendations of Lessor's engineers and/or consultants
      which [illegible]
      in any
      manner to such Requirements, without regard to whether said Requirements are
      now
      in effect or become effective after the Court Date. Lessee shall, within 10
      days
      after receipt of Lessor's written request, provide Lessor with copies of all
      permits and other documents, and other information evidencing Lessee's
      compliance with any Applicable Requirements specified by Lessor, and shall
      immediately upon receipt, notify Lessor in writing (with copies of any documents
      involved) of any threatened or actual claim, notice, citation, warning,
      complaint or report pertaining to or involving the failure of Lessee or the
      Premises to comply with any Applicable Requirements. Likewise, Lessee shall
      immediately give written notice to Lessor of: (i) any water damage to the
      Premises and any suspected seepage, pooling, dampness or other condition
      conducive to the production of mold; or (ii) any mustiness or other odors that
      might indicate the presence of mold in the Premises.

    6.4   Inspection;
      Compliance. Lessor
      and Lessor's "Lender"
      (as
      defined in Paragraph 30) and consultants shall have the right to
      enter
      into Premises at any time, in the case of an emergency, and otherwise at
      reasonable times after reasonable notice, for the purpose of inspecting the
      condition of the Premises and for verifying compliance by Lessee with this
      Lease. The cost of any such inspections
      shall be paid by Lessor, unless a violation of Applicable Requirements, or
      a
      Hazardous Substance condition (see Paragraph 9.1)
      is
      found to exist or be imminent, or the inspection is requested or ordered by
      a
      governmental authority. In such case, Lessee shall upon request reimburse Lessor
      for the cost of such inspection, so long as such inspection is reasonably
      related to the violation or contamination. In addition, Lessee shall provide
      copies of all relevant material safety data sheets (MSDS)
      to
      Lessor
      within 10 days of the receipt of written request therefor.

    7.    
Maintenance;
      Repairs, Utility Installations; Trade Fixtures and
      Alterations.

    7.1   Lessee's
      Obligations.

    (a) 
      In
      General. Subject
      to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 (Lessee's
      Compliance with Applicable
      Requirements), 7.2 (Lessor's Obligations), 9 (Damage or Destruction), and 14
      (Condemnation), Lessee shall, at Lessee's sole expense, keep the Premises,
      Utility Installations (intended for Lessee's exclusive use, no matter where
      located), and Alterations in good order, condition and repair (whether or not
      the portion of the Premises requiring repairs, or the means of repairing the
      same, are reasonably or readily accessible to Lessee, and whether or not the
      need for such repairs occurs as a result of Lessee's use, any prior use, the
      elements or the age of such portion of the Premises), including, but not limited
      to, ail equipment or facilities, such as plumbing, HVAC
      equipment, electrical, lighting facilities, boilers, pressure vessels, fixtures,
      interior walls, interior surfaces of exterior walls, ceilings, floors,
      windows, doors, plate glass, and skylights but excluding any items which are
      the
      responsibility of Lessor pursuant to Paragraph 7.2. Lessee, in keeping the
      Premises in good order, condition and repair, shall exercise and perform good
      maintenance practices, specifically
      including the procurement and maintenance of the service contracts required
      by
      Paragraph 7.1(b) below. Lessee's obligations shall
      include restorations, replacements or renewals when necessary to keep the
      Premises and all improvements thereon or a part thereof in good order, condition
      and state of repair.

    (b) 
      Service
      Contracts. Lessee
      shall, at Lessee's sole expense, procure and maintain contracts, with copies
      to
      Lessor, in customary form and substance for, and with contractors specializing
      and experienced in the maintenance of the following equipment and improvements,
      if any, if and when installed on the Premises: (i) HVAC equipment, (ii) boiler
      and pressure vessels, (iii) clarifiers, and (iv) any other equipment, if
      reasonably required by Lessor. However, Lessor reserves the right, upon notice
      to Lessee, to procure and maintain any or all of such service contracts, and
      Lessee shall reimburse Lessor, upon demand, for the cost thereof.

    (c) 
      Failure
      to Perform. If
      Lessee
      fails to perform Lessee's obligations under this Paragraph 7.1, Lessor may
      enter
      upon the
      Premises after 10 days' prior written notice to Lessee (except in the case
      of an
      emergency, in which case no notice shall be required), perform
      such obligations on Lessee's behalf, and put the Premises in good order,
      condition and repair, and Lessee shall promptly pay to Lessor a sum equal to
      115% of the cost thereof.

    (d) 
      Replacement.
      Subject
      to Lessee's indemnification of Lessor as set forth in Paragraph 8.7 below,
      and
      without relieving Lessee
      of
      liability resulting from Lessee's failure to exercise and perform good
      maintenance practices, if an item described in Paragraph 7.1(b)
      cannot be repaired other than at a cost which is in excess of 50% of the cost
      of
      replacing such item, then such item shall be replaced by Lessor, and the cost
      thereof shall be prorated between the Parties and Lessee shall only be obligated
      to pay, each month during the remainder of the term of this Lease, on the date
      on which Base Rent is due, an amount equal to the product of multiplying the
      cost of such replacement by a fraction, the numerator of which is one, and
      the
      denominator of which is 144 (ie. 1/144th of the cost per month). Lessee shall
      pay Interest on the unamortized balance but may prepay its obligation at any
      time.

    7.2   Lessor's
      Obligations. Subject
      to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2 (Common
      Area Operating Expenses), 6 (Use), 7.1 (Lessee's Obligations), 9 (Damage or
      Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursuant
      to
      Paragraph 4.2, shall keep in good order, condition and repair the foundations,
      exterior walls, structural condition of interior bearing walls, exterior roof,
      fire sprinkler system, Common Area fire alarm and/or smoke detection systems,
      fire hydrants, parking lots, walkways, parkways, driveways, landscaping, fences,
      signs and utility systems serving the Common Areas and all parts thereof, as
      well as providing the services for which there is a Common Area Operating
      Expense pursuant to Paragraph 4.2. Lessor
      shall not be obligated to paint the exterior or interior surfaces of exterior
      walls nor shall Lessor be obligated to maintain, repair or replace
      windows, doors or plate glass on the Premises. Lessee expressly waives the
      benefit of any statute now or hereafter in effect to the extent it is
      inconsistent with the terms of this Lease.

     

    
       

      
        
          	 	 	 
	 	 	 
	
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    7.3   Utility
      Installations; Trade Fixtures; Alterations.

    (a)
       Definitions.
      The
      term
"Utility
      Installations" refers
      to
      all floor and window coverings, air and/or vacuum lines, power panels,
      electrical distribution, security and fire protection systems, communication
      cabling, lighting fixtures, HVAC equipment, plumbing, and
      fencing in or on the Premises. The term "Trade
      Fixtures" shall
      mean Lessee's machinery and equipment that can be removed without doing material
      damage to the Premises. The term "Alterations"
      shall
      mean any modification of the improvements, other than Utility Installations
      or
      Trade Fixtures, whether by addition or deletion. "Lessee
      Owned Alterations and/or Utility Installations" are
      defined as Alterations and/or Utility Installations made by Lessee that are
      not
      yet owned by Lessor pursuant to Paragraph 7.4(a).

    (b) 
      Consent.
      Lessee
      shall not make any Alterations or Utility Installations to the Premises without
      Lessor's prior written consent. Lessee may, however, make non-structural Utility
      Installations to the interior of the Premises (excluding the roof) without
      such
consent
      but upon notice to Lessor, as long as they are not visible from the outside,
      do
      not involve puncturing, relocating or removing the roof or any existing walls,
      will not affect the electrical, plumbing, HVAC, and/or life safety systems,
      and
      the cumulative cost thereof during this
      Lease as extended does not exceed a sum equal to 3 month's Base Rent in the
      aggregate or a sum equal to one month's Base Rent in any one year.
      Notwithstanding the foregoing, Lessee shall not make or permit any roof
      penetrations and/or install anything on the roof without the prior written
      approval of Lessor. Lessor may, as a precondition to granting such approval,
      require Lessee to utilize a contractor chosen and/or approved by Lessor. Any
      Alterations or Utility Installations that Lessee shall desire to make and which
      require the consent of the Lessor shall be presented to Lessor in written form
      with detailed plans. Consent shall be deemed conditioned upon Lessee's: (i)
      acquiring all applicable governmental permits, (ii) furnishing Lessor with
      copies of both the permits and the plans and specifications prior to
      commencement of the work, and (iii) compliance with all conditions of said
      permits and other Applicable Requirements in a prompt and expeditious manner.
      Any Alterations or Utility Installations shall be performed in a workmanlike
      manner with
      good
      and sufficient materials. Lessee shall promptly upon completion furnish Lessor
      with as-built plans and specifications. For work which
      costs an amount in excess of one month's Base Rent, Lessor may condition its
      consent upon Lessee providing a lien and completion bond in an amount equal
      to
      150% of the estimated cost of such Alteration or Utility Installation and/or
      upon Lessee's posting an additional Security Deposit with Lessor.

    (c) 
      Liens;
      Bonds. Lessee
      shall pay, when due, all claims for labor or materials furnished or alleged
      to
      have been furnished to or for Lessee at or for use on the Premises, which claims
      are or may be secured by any mechanic's or materialmen's lien against the
      Premises or any interest therein. Lessee shall give Lessor not less than 10
      days
      notice prior to the commencement of any work
      in,
      on or about the Premises, and Lessor shall have the right to post notices of
      non-responsibility. If Lessee shall contest the validity of
      any
      such lien, claim or demand, then Lessee shall, at its sole expense defend and
      protect itself, Lessor and the Premises against the same
      and
      shall pay and satisfy any such adverse judgment that may be rendered thereon
      before the enforcement thereof. If Lessor shall require,
      Lessee shall furnish a surety bond in an amount equal to 150% of the amount
      of
      such contested lien, claim or demand, indemnifying Lessor against liability
      for
      the same. If Lessor elects to participate in any such action, Lessee shall
      pay
      Lessor's attorneys' fees and costs.

    7.4   Ownership;
      Removal; Surrender; and Restoration.

    (a) 
      Ownership.
      Subject
      to Lessor's right to require removal or elect ownership as hereinafter provided,
      all Alterations and Utility Installations made by Lessee shall be the property
      of Lessee, but considered a part of the Premises. Lessor may, at any time,
      elect
      in writing to be the owner of all or any specified part of the Lessee Owned
      Alterations and Utility Installations. Unless otherwise instructed per
      paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations
      shall, at the expiration or termination of this Lease, become the property
      of
      Lessor and be surrendered by Lessee with the Premises.

    (b)  Removal.
      By
      delivery to Lessee of written notice from Lessor not earlier than 90 and not
      later than 30 days prior to the end of the term of this Lease, Lessor may
      require that any or all Lessee Owned Alterations or Utility Installations be
      removed by the expiration or termination of this Lease. Lessor may require
      the
      removal at any time of all or any part of any Lessee Owned Alterations or
      Utility Installations made without the required consent.

    (c)  Surrender;
      Restoration. Lessee
      shall surrender the Premises by the Expiration Date or any earlier termination
      date, with all of the improvements, parts and surfaces thereof broom clean
      and
      free of debris, and in good operating order, condition and state of
      repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not
      include any damage or deterioration that would have been prevented
      by good maintenance practice. Notwithstanding the foregoing, if this Lease
      is
      for 12 months or less, then Lessee shall surrender the Premises in the same
      condition as delivered to Lessee on the Start Date with NO allowance for
      ordinary wear and tear. Lessee shall repair any damage occasioned by the
      installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations
      and/or
      Utility Installations, furnishings, and equipment as well as the removal of
      any
      storage tank installed by or for Lessee. Lessee shall also
      completely remove from the Premises any and all Hazardous Substances brought
      onto the Premises by or for Lessee, or any third party (except Hazardous
      Substances which were deposited via underground migration from areas outside
      of
      the Premises) even if such removal would require Lessee to perform or pay for
      work that exceeds statutory requirements. Trade Fixtures shall remain the
      property of
      Lessee
      and shall be removed by Lessee. Any personal property of Lessee not removed
      on
      or before the Expiration Date or any earlier termination
      date shall be deemed to have been abandoned by Lessee and may be disposed of
      or
      retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate
      the Premises pursuant to this Paragraph 7.4(c) without the express written
      consent of Lessor shall constitute a holdover under the provisions of Paragraph
      26 below. 

    8.    
Insurance;
      Indemnity.

    8.1   Payment
      of Premiums. The
      cost
      of the premiums for the insurance policies required to be carried by Lessor,
      pursuant to Paragraphs 8.2(b), 8.3(a) and 8.3(b), shall be a Common Area
      Operating Expense. Premiums for policy periods commencing prior to, or extending
      beyond, the term of this Lease shall be prorated to coincide with the
      corresponding Start Date or Expiration Date.

    8.2   Liability
      Insurance.

    (a) 
      Carried
      by Lessee. Lessee
      shall obtain and keep in force a Commercial General Liability policy of
      insurance protecting Lessee and Lessor as an additional insured against claims
      for bodily injury, personal injury and property damage based upon or arising
      out
      of the ownership, use, occupancy or maintenance of the Premises and all areas
      appurtenant thereto. Such insurance shall be on an occurrence basis providing
      single limit coverage in an amount not less than $2000,000 per occurrence with
      an annual aggregate of not less than $2,000,000. Lessee shall add Lessor as
      an
      additional insured by means of an endorsement at least as broad as the Insurance
      Service Organization's "Additional Insured-Managers or Lessors of Premises"
      Endorsement and coverage shall also be extended to include damage caused by
      heat, smoke or fumes from a hostile fire. The policy shall not contain any
      intra-insured exclusions
      as between insured persons or organizations, but shall include coverage for
      liability assumed under this Lease as an "insured
      contract"
      for
      the
      performance of Lessee's indemnity obligations under this Lease. The limits
      of
      said insurance shall not, however, limit the liability of Lessee nor relieve
      Lessee of any obligation hereunder. Lessee shall provide an endorsement on
      its
      liability policy(ies) which provides that its insurance shall be primary to
      and
      not contributory with any similar insurance carried by Lessor, whose insurance
      shall
      be
      considered excess insurance only.

    (b) 
      Carried
      by Lessor. Lessor
      shall maintain liability insurance as described in Paragraph 8.2(a), in addition
      to, and not in lieu of, the insurance required to be maintained by Lessee.
      Lessee shall not be named as an additional insured therein.

    8.3   Property
      Insurance - Building, Improvements and Rental Value.

    (a) 
      Building and Improvements. Lessor
      shall obtain and keep in force a policy or policies of insurance in the name
      of
Lessor,
      with loss payable to Lessor, any ground-lessor, and to any Lender insuring
      loss
      or damage to the Premises. The amount of such insurance
      shall be equal to the full insurable replacement cost of the Premises, as the
      same shall exist from time to time, or the amount required by any Lender, but
      in
      no event more than the commercially reasonable and available insurable value
      thereof Lessee Owned Alterations and Utility Installations, Trade Fixtures,
      and
      Lessee's personal property shall be insured by Lessee under Paragraph 8.4.
      If
      the coverage is available and commercially appropriate, such policy or policies
      shall insure against all risks of direct physical loss; or damage (except the
      perils of flood and/or earthquake unless required by a Lender), including
      coverage for debris removal and the enforcement of any Applicable Requirements
      requiring the upgrading, demolition, reconstruction or replacement of any
      portion of the Premises
      as the result of a covered loss. Said policy or policies shall also contain
      an
      agreed valuation provision in lieu of any coinsurance clause,
      waiver of subrogation, and inflation guard protection causing an increase in
      the
      annual property insurance coverage amount by factor of not less than the
      adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers
      for the city nearest to where the Premises are located. If such insurance
      coverage has a deductible clause, the deductible amount shall not exceed $1,000
      per occurrence.

     

    
       

      
        
          	 	 	 
	 	 	 
	
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    (b) 
      Rental
      Value. Lessor
      shall also obtain and keep in force a policy or policies in the name of Lessor
      with loss payable ("Rental Value") insuring the loss of the full Rent for one
      year with an extended period of indemnity for an additional 180 days
("Rental
      Value Insurance"). Said insurance shall contain an agreed valuation
      provision in lieu of any coinsurance clause, and the amount of
      coverage shall be adjusted annually to reflect the projected Rent otherwise
      payable by Lessee, for the next 12 month period. 

    (c) 
      Adjacent
      Premises. Lessee
      shall pay for any increase in the premiums for the property insurance of the
      Building and for
      the
      Common Areas or other buildings in the Project if said increase is caused by
      Lessee's acts, omissions, use or occupancy of the Premises.

    (d) 
      Lessee's Improvements.
      Since
      Lessor is the Insuring Party, Lessor shall not be required to insure Lessee
      Owned Alterations and Utility Installations unless the item in question has
      become the property of Lessor under the terms of this Lease

    8.4   Lessee's
      Property; Business Interruption Insurance.

    (a) 
      Property
      Damage. Lessee
      shall obtain and maintain insurance coverage on all of Lessee's personal
      property Trade Fixtures,
      and Lessee Owned Alterations and Utility Installations. Such insurance shall
      be
      full replacement cost coverage with a deductible not
      to
      exceed $1,000 per occurrence. The proceeds from any such insurance shall be
      used
      by Lessee for the replacement of personal property, Trade Fixtures and Lessee
      Owned Alterations and Utility Installations. Lessee shall provide Lessor with
      written evidence that such insurance is in force.

    (b) 
      Business
      Interruption. Lessee
      shall obtain and maintain loss of income and extra expense insurance in amounts
      as will
      reimburse Lessee for direct or indirect loss of earnings attributable to all
      perils commonly insured against by prudent lessees in the business of Lessee
      or
      attributable to prevention of access to the Premises as a result of such
      perils.

    (c) 
      No
      Representation of Adequate Coverage. Lessor
      makes no representation that the limits or forms of coverage of insurance
      specified herein are adequate to cover Lessee's property, business operations
      or
      obligations under this Lease.

    8.5   Insurance
      Policies. Insurance
      required herein shall be by companies duly licensed or admitted to transact
      business in the state where the Premises are located, and maintaining during
      the
      policy term a "General Policyholders Rating" of at least A-, VI, as set
      forth
      in the most current issue of "Best's Insurance Guide", or such other rating
      as
      may be required by a Lender. Lessee shall not do or
      permit
      to be done anything which invalidates the required insurance policies. Lessee
      shall, prior to the Start Date, deliver to Lessor certified copies of policies
      of such insurance or certificates evidencing the existence and amounts of the
      required insurance. No such policy shall be cancelable or subject to
      modification except after 30 days prior written notice to Lessor. Lessee shall,
      at least 10 days prior to the expiration of such policies, furnish Lessor with
      evidence of renewals or "insurance binders" evidencing renewal thereof, or
      Lessor may order such insurance and charge the cost thereof to Lessee, which
      amount shall be payable by Lessee to Lessor upon demand. Such policies shall
      be
      for a term of at least one year, or the length of the remaining term of this
      Lease, whichever is less. If Former Party shall fail to procure and maintain
      the
      insurance required to be carried by it, the other Party may, but shall not
      be
      required to, procure and maintain the same.

    8.6   Waiver
      of Subrogation. Without
      affecting any other rights or remedies, Lessee and Lessor each hereby release
      and relieve
      the other, and waive their entire right to recover damages against the other,
      for loss of or damage to its property arising out of or incident
      to the perils required to be insured against herein. The effect of such releases
      and waivers is not limited by the amount of insurance carried or required,
      or by
      any deductibles applicable hereto. The Parties agree to have their respective
      property damage insurance
      carriers waive any right to subrogation that such companies may have against
      Lessor or Lessee, as the case may be, so long as
      the
      insurance is not invalidated thereby.

    8.7   Indemnity.
      Except
      for Lessor's gross negligence or willful misconduct, Lessee shall indemnify,
      protect, defend and hold harmless the Premises, Lessor and its agents, Lessor's
      master or ground lessor, partners and Lenders, from and against any and all
      claims,
      loss of rents and/or damages, liens, judgments, penalties, attorneys' and
      consultants' fees, expenses and/or liabilities arising out of,
      involving, or in connection with, the use and/or occupancy of the Premises
      by
      Lessee. If any action or proceeding is brought against Lessor
      by
      reason of any of the foregoing matters, Lessee shall upon notice defend the
      same
      at Lessee's expense by counsel reasonably satisfactory
      to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need
      not have first paid any such claim in order to be defended or
      indemnified.

    8.8   Exemption
      of Lessor from Liability. Lessor
      shall not be liable for injury or damage to the person or goods, wares,
      merchandise or other property of Lessee, Lessee's employees, contractors,
      invitees, customers, or any other person in or about the Premises, whether
      such
      damage or injury is caused by or results from fire, steam, electricity, gas,
      water or rain, indoor air quality, the presence
      of mold or from the breakage, leakage, obstruction or other defects of pipes,
      fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or
      from
      any other cause, whether the said injury or damage results from conditions
      arising upon the Premises or upon other portions of the Building, or from other
      sources or places. Lessor shall not be liable for any damages arising from
      any
      act or neglect of
      any
      other tenant of Lessor nor from the failure of Lessor to enforce the provisions
      of any other lease in the Project. Notwithstanding Lessor's
      negligence or breach of this Lease, Lessor shall under no circumstances be
      liable for injury to Lessee's business or for any loss of
      income
      or profit therefrom.

    8.9   Failure
      to Provide Insurance. Lessee
      acknowledges that any failure on its part to obtain or maintain the insurance
      required herein will expose Lessor to risks and potentially cause Lessor to
      incur costs not contemplated by this Lease, the extent of which will be
      extremely difficult to ascertain. Accordingly, for any month or portion thereof
      that Lessee does not maintain the required insurance and/or does not provide
      Lessor with the required binders or certificates evidencing the existence of
      the
      required insurance, the Base Rent shall be automatically increased, without
      any
      requirement for notice to Lessee, by an amount equal to 10% of the then existing
      Base Rent or $100, whichever is greater. The parties agree that such increase
      in
      Base Rent represents fair and reasonable compensation for the additional
      risk/costs that Lessor will incur by reason of Lessee's failure to maintain
      the
      required insurance. Such increase in Base Rent shall in no event constitute
      a
      waiver of Lessee's Default or Breach with respect to the failure to maintain
      such insurance,
      prevent the exercise of any of the other rights and remedies granted hereunder,
      nor relieve Lessee of its obligation to maintain the
      insurance specified in this Lease. 

    9.    
Damage
      or Destruction.

    9.1   Definitions.

    (a) 
      "Premises
      Partial Damage" shall
      mean damage or destruction to the improvements on the Premises, other than
      Lessee Owned Alterations and Utility Installations, which can reasonably be
      repaired in 3 months or less from the date of the damage or destruction, and
      the
      cost thereof does not exceed a sum equal to 6 month's Base Rent. Lessor shall
      notify Lessee in writing within 30 days from the date of the damage or
      destruction as to whether or not the damage is Partial or Total. Notwithstanding
      the foregoing, Premises
      Partial Damage shall not include damage to windows, doors, and/or other similar
      items which Lessee has the responsibility to repair
      or
      replace pursuant to the provisions of Paragraph 7.1.

    (b) 
      "Premises
      Total Destruction" shall
      mean damage or destruction to the improvements on the Premises, other than
      Lessee
      Owned Alterations and Utility Installations and Trade Fixtures, which cannot
      reasonably be repaired in 3 months or less from the date
      of
      the damage or destruction and/or the cost thereof exceeds a sum equal to 6
      month's Base Rent. Lessor shall notify Lessee in writing within 30 days from
      the
      date of the damage or destruction as to whether or not the damage is Partial
      or
      Total.

    (c)
       "Insured
      Loss" shall
      mean damage or destruction to improvements on the Premises, other than Lessee
      Owned Alterations
      and Utility Installations and Trade Fixtures, which was caused by an event
      required to be covered by the insurance described in
      Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits
      involved.

    (d) 
      "Replacement
      Cost" shall
      mean the cost to repair or rebuild the improvements owned by Lessor at the
      time
      of the occurrence to their condition existing immediately prior thereto,
      including demolition, debris removal and upgrading required by the operation
      of
      Applicable Requirements, and without deduction for depreciation.

     

    
       

      
        
          	 	 	 
	 	 	 
	
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    (e) 
      "Hazardous
      Substance Condition" shall
      mean the occurrence or discovery of a condition involving the presence of,
      or a
      contamination by, a Hazardous Substance as defined in Paragraph 6.2(a), in,
      on,
      or under the Premises which requires repair, remediation, or
      restoration.

    9.2   Partial
      Damage - Insured Loss. If
      a
      Premises Partial Damage that is an Insured Loss occurs, then Lessor shall,
      at
      Lessor's expense, repair such damage (but not Lessee's Trade Fixtures or Lessee
      Owned Alterations and Utility Installations) as soon as reasonably possible
      and
      this Lease shall continue in full force and effect; provided, however, that
      Lessee shall, at Lessor's election, make the repair of any damage or destruction
      the total cost to repair of which is $10,000 or less, and, in such event, Lessor
      shall make any applicable insurance proceeds available to Lessee on a reasonable
      basis for that purpose. Notwithstanding the foregoing, if the required insurance
      was not in force or the insurance proceeds are not sufficient to effect such
      repair, the Insuring Party shall promptly contribute
      the shortage in proceeds as and when required to complete said repairs. In
      the
      event, however, such shortage was due to the fact
      that, by reason of the unique nature of the improvements, full replacement
      cost
      insurance coverage was not commercially reasonable and available, Lessor shall
      have no obligation to pay for the shortage in insurance proceeds or to fully
      restore the unique aspects of the Premises unless Lessee provides Lessor with
      the funds to cover same, or adequate assurance thereof, within 10 days following
      receipt of written notice of such shortage and request therefor. If Lessor
      receives said funds or adequate assurance thereof within said 10 day period,
      the
      party responsible for making the repairs shall complete them as soon as
      reasonably possible and this Lease shall remain in full force and effect. If
      such funds or assurance are not received, Lessor may nevertheless elect by
      written notice to Lessee within 10 days thereafter to: (i) make such restoration
      and repair as is commercially reasonable with Lessor paying any shortage in
      proceeds, in which case this Lease shall remain in full force and effect, or
      (ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled
      to reimbursement of any funds contributed by Lessee to repair any such damage
      or
      destruction. Premises Partial Damage due to flood or earthquake shall be subject
      to Paragraph 9.3, notwithstanding that there may be some insurance coverage,
      but
      the net proceeds of any such insurance shall be made available for the repairs
      if made by either Party.

    9.3   Partial
      Damage - Uninsured Loss. If
      a
      Premises Partial Damage that is not an Insured Loss occurs, unless caused by
      a
      negligent or willful act of Lessee (in which event Lessee shall make the repairs
      at Lessee's expense), Lessor may either: (i) repair such damage
      as
      soon as reasonably possible at Lessor's expense, in which event this Lease
      shall
      continue in full force and effect, or (ii) terminate this Lease by giving
      written notice to Lessee within 30 days after receipt by Lessor of knowledge
      of
      the occurrence of such image.
      Such termination shall be effective 60 days following the date of such notice.
      In the event Lessor elects to terminate this Lease, Lessee
      shall have the right within 10 days after receipt of the termination notice
      to
      give written notice to Lessor of Lessee's commitment to pay for the repair
      of
      such damage without reimbursement from Lessor. Lessee shall provide Lessor
      with
      said funds or satisfactory assurance thereof within 30 days after making such
      commitment. In such event this Lease shall continue in full force and effect,
      and Lessor shall proceed to make such repairs as soon as reasonably possible
      after the required funds are available. If Lessee does not make the required
      commitment, this Lease shall terminate as of the date specified in the
      termination notice.

    9.4   Total
      Destruction. Notwithstanding
      any other provision hereof, if a Premises Total Destruction occurs, this Lease
      shall terminate 60 days following such Destruction. If the damage or destruction
      was caused by the gross negligence or willful misconduct of Lessee, Lessor
      shall
      have the right to recover Lessor's damages from Lessee, except as provided
      in
      Paragraph 8.6.

    9.5   Damage
      Near End of Term. If
      at any
      time during the last 6 months of this Lease there is damage for which the cost
      to repair
      exceeds one month's Base Rent, whether or not an Insured Loss, Lessor may
      terminate this Lease effective 60 days following the date
      of
      occurrence of such damage by giving a written termination notice to Lessee
      within 30 days after the date of occurrence of such damage. Notwithstanding
      the
      foregoing, if Lessee at that time has an exercisable option to extend this
      Lease
      or to purchase the Premises, then Lessee may preserve this Lease by, (a)
      exercising such option and (b) providing Lessor with any shortage in insurance
      proceeds (or adequate assurance thereof) needed to make the repairs on or before
      the earlier of (i) the date which is 10 days after Lessee's receipt of Lessor's
      written notice purporting to terminate this Lease, or (ii) the day prior to
      the
      date upon which such option expires.
      If Lessee duly exercises such option during such period and provides Lessor
      with
      funds (or adequate assurance thereof) to cover any
      shortage in insurance proceeds, Lessor shall, at Lessor's commercially
      reasonable expense, repair such damage as soon as reasonably possible and this
      Lease shall continue in full force and effect. If Lessee fails to exercise
      such
      option and provide such funds or
      assurance during such period, then this Lease shall terminate on the date
      specified in the termination notice and Lessee's option shall be
      extinguished.

    9.6   Abatement
      of Rent; Lessee's Remedies.

    (a) 
      Abatement.
      In
      the
      event of Premises Partial Damage or Premises Total Destruction or a Hazardous
      Substance Condition for which Lessee is not responsible under this Lease, the
      Rent payable by Lessee for the period required for the repair, remediation
      or restoration of such damage shall be abated in proportion to the degree to
      which Lessee's use of the Premises is impaired, but
      not
      to exceed the proceeds received from the Rental Value insurance. All other
      obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall
      have no liability for any such damage, destruction, remediation, repair or
      restoration except as provided herein.

    (b) 
      Remedies.
      If
      Lessor shall be obligated to repair or restore the Premises and does not
      commence, in a substantial and meaningful way, such repair or restoration within
      90 days after such obligation shall accrue, Lessee may, at any time prior to
      the
      commencement of such repair or restoration, give written notice to Lessor and
      to
      any Lenders of which Lessee has actual notice, of Lessee's election to terminate
      this Lease on a date not less than 60 days following the giving of such notice.
      If Lessee gives such notice and such repair or restoration is not commenced
      within 30 days thereafter, this Lease shall terminate as of the date specified
      in said notice.
      If the repair or restoration is commenced within such 30 days, this Lease shall
      continue in full force and effect. "Commence" shall mean either the
      unconditional authorization of the preparation of the required plans, or the
      beginning of the actual work on the Premises, whichever
      first occurs.

    9.7   Termination;
      Advance Payments. Upon
      termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an
equitable
      adjustment shall be made concerning advance Base Rent and any other advance
      payments made by Lessee to Lessor. Lessor shall,
      in
      addition, return to Lessee so much of Lessee's Security Deposit as has not
      been,
      or is not then required to be, used by Lessor.

    9.8   Waive
      Statutes. Lessor
      and Lessee agree that the terms of this Lease shall govern the effect of any
      damage to or destruction of the Premises with respect to the termination of
      this
      Lease and hereby waive the provisions of any present or future statute to the
      extent inconsistent herewith.

    10.   Real
      Property Taxes.

    10.1   Definition.
      As
      used
      herein, the term "Real
      Property Taxes" shall
      include any form of assessment; real estate, general, special, ordinary or
      extraordinary, or rental levy or tax (other than inheritance, personal income
      or
      estate taxes); improvement bond; and/or license fee imposed upon or levied
      against any legal or equitable interest of Lessor in the Project, Lessor's
      right
      to other income therefrom, and/or Lessor's business of leasing, by any authority
      having the direct or indirect power to tax and where the funds are generated
      with reference to the Project address and where the proceeds so generated are
      to
      be applied by the city, county or other local taxing
      authority of a jurisdiction within which the Project is located. The term "Real
      Property Taxes" shall also include any tax, fee, levy, assessment or charge,
      or
      any increase therein: (i) imposed by reason of events occurring during the
      term
      of this Lease, including but not limited to, a change in the ownership of the
      Project, (ii) a change in the improvements thereon, and/or (iii) levied or
      assessed on machinery or equipment provided by Lessor to Lessee pursuant to
      this
      Lease. In calculating Real Property Taxes for any calendar year, the Real
      Property Taxes for any real estate tax year shall be included in the calculation
      of Real Property Taxes for such calendar year based upon the number of days
      which such calendar year and tax year have in common.

    10.2         
      Payment
      of Taxes. Except
      as
      otherwise provided in Paragraph 10.3, Lessor shall pay the Real Property Taxes
      applicable to
      the
      Project, and said payments shall be included in the calculation of Common Area
      Operating Expenses in accordance with the provisions
      of Paragraph 4.2.

    10.3         
      Additional
      Improvements. Common
      Area Operating Expenses shall not include Real Property Taxes specified in
      the
      tax assessor's records and work sheets as being caused by additional
      improvements placed upon the Project by other lessees or by Lessor for the
      exclusive enjoyment of such other lessees. Notwithstanding Paragraph 10.2
      hereof, Lessee shall, however, pay to Lessor at the time Common Area Operating
      Expenses are payable under Paragraph 4.2, the entirety of any increase in Real
      Property Taxes it assessed solely by reason of Alterations, Trade Fixtures
      or
      Utility Installations placed upon the Premises by Lessee or at Lessee's request
      or by reason of any alterations or improvements to the Premises made by Lessor
      subsequent to the execution of this Lease by the Parties.

     

    
       

      
        
          	 	 	 
	 	 	 
	
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    10.4         
      Joint
      Assessment. If
      the
      Building is not separately assessed, Real Property Taxes allocated to the
      Building shall be an equitable proportion of the Real Property Taxes for all
      of
      the land and improvements included within the tax parcel assessed such
      proportion to be determined by Lessor from the respective valuations assigned
      in
      the assessor's work sheets or such other information as may be reasonably
      available. Lessor's reasonable determination thereof, in good faith, shall
      be
      conclusive.

    10.5         
      Personal
      Property Taxes. Lessee
      shall pay prior to delinquency all taxes assessed against and levied upon Lessee
      Owned Alterations and Utility Installations, Trade Fixtures, furnishings,
      equipment and all personal property of Lessee contained in the Premises. When
      possible, Lessee shall cause its Lessee Owned Alterations and Utility
      Installations, Trade Fixtures, furnishings equipment
      and all other personal property to be assessed and billed separately from the
      real property of Lessor. If any of Lessee's said property
      shall be assessed with Lessor's real property, Lessee shall pay Lessor the
      taxes
      attributable to Lessee's property within 10 days after
      receipt of a written statement setting forth the taxes applicable to Lessee's
      property.

    11.
   Utilities
      and Services. Lessee
      shall pay for all water, gas, heat, light, power, telephone, trash disposal
      and
      other utilities and services supplied to the Premises, together with any taxes
      thereon. Notwithstanding the provisions of Paragraph 4.2, if at any time in
      Lessor's sole judgment, Lessor determines that Lessee is using a
      disproportionate amount of water, electricity or other commonly metered
      utilities, or that Lessee is generating such a large volume of trash as to
      require an increase in the size of the trash receptacle and/or an increase
      in
      the number of times per month that it is emptied, then Lessor may increase
      Lessee's Base Rent by an amount equal to such increased costs. There shall
      be no
      abatement of Rent and Lessor shall not be liable in any respect whatsoever
      for
      the inadequacy,
      stoppage, interruption or discontinuance of any utility or service due to riot,
      strike, labor dispute, breakdown, accident, repair or
      other
      cause beyond Lessor's reasonable control or in cooperation with governmental
      request or directions

    12.          
      Assignment
      and Subletting.

    12.1         Lessor's
      Consent Required.

    (a)
      Lessee
      shall not voluntarily or by operation of law assign, transfer, mortgage or
      encumber (collectively, "assign
      or assignment") or
      sublet
      all or any part of Lessee's interest in this Lease or in the Premises without
      Lessor's prior written consent.

    (b)  Unless
      Lessee is a corporation and its stock is publicly traded on a national stock
      exchange, a change in the control of Lessee shall constitute an assignment
      requiring consent. The transfer, on a cumulative basis, of 25% or more of the
      voting control of Lessee shall constitute a change in control for this
      purpose.

    (c)
       The
      involvement of Lessee or its assets in any transaction, or series of
      transactions (by way of merger, sale, acquisition, financing, transfer,
      leveraged buy-out or otherwise), whether or not a formal assignment or
      hypothecation of this Lease or Lessee's assets occurs, which results or will
      result in a reduction of the Net Worth of Lessee by an amount greater than
      25%
      of such Net Worth as it was represented at the time of the execution of this
      Lease or at the time of the most recent assignment to which Lessor has
      consented, or as it exists immediately prior to said transaction or transactions
      constituting such reduction, whichever was or is later,
      shall be considered an assignment of this Lease to which Lessor may withhold
      its
      consent. "Net
      Worth of Lessee" shall
      mean net
      worth
      of Lessee (excluding any guarantors) established under generally accepted
      accounting principles.

    (d) 
      An
      assignment or subletting without consent shall, at Lessor's option, be a Default
      curable after notice per Paragraph 13.1(c),
      or a noncurable Breach without the necessity of any notice and grace period.
      If
      Lessor elects to treat such unapproved assignment
      or subletting as a noncurable Breach, Lessor may either: (i) terminate this
      Lease, or (ii) upon 30 days written notice, increase the
      monthly Base Rent to 110% of the Base Rent then in effect. Further, in the
      event
      of such Breach and rental adjustment, (i) the purchase price of any option
      to
      purchase the Premises held by Lessee shall be subject to similar adjustment
      to
      110% of the price previously in effect, and (ii) all fixed and non-fixed rental
      adjustments scheduled during the remainder of the Lease term shall be increased
      to 110% of the scheduled adjusted rent.

    (e) 
      Lessee's
      remedy for any breach of Paragraph 12.1 by Lessor shall be limited to
      compensatory damages and/or injunctive relief.

    (f) 
      Lessor
      may reasonably withhold consent to a proposed assignment or subletting if Lessee
      is in Default at the time consent is requested.

    (g) Notwithstanding
      the foregoing, allowing a diminimus portion of the Premises, ie. 20 square
      feet
      or less, to be used by a third party vendor in connection with the installation
      of a vending machine or payphone shall not constitute a subletting.

    12.2        
      Terms
      and Conditions Applicable to Assignment and Subletting.

    (a) 
      Regardless
      of Lessor's consent, no assignment or subletting shall: (i) be effective without
      the express written assumption by such assignee or sublessee of the obligations
      of Lessee under this Lease, (ii) release Lessee of any obligations hereunder,
      or
      (iii) alter the primary liability of Lessee for the payment of Rent or for
      the
      performance of any other obligations to be performed by Lessee.

    (b) 
      Lessor
      may accept Rent or performance of Lessee's obligations from any person other
      than Lessee pending approval or
      disapproval of an assignment. Neither a delay in the approval or disapproval
      of
      such assignment nor the acceptance of Rent or performance shall constitute
      a
      waiver or estoppel of Lessor's right to exercise its remedies for Lessee's
      Default or Breach.

    (c)  
      Lessor's
      consent to any assignment or subletting shall not constitute consent to any
      subsequent assignment or subletting.

    (d) 
      In
      the
      event of any Default or Breach by Lessee, Lessor may proceed directly against
      Lessee, any Guarantors or anyone
      else responsible for the performance of Lessee's obligations under this Lease,
      including any assignee or sublessee, without first exhausting
      Lessor's remedies against any other person or entity responsible therefore
      to
      Lessor, or any security held by Lessor.

    (e) 
      Each
      request for consent to an assignment or subletting shall be in writing,
      accompanied by information relevant to Lessor's determination as to the
      financial and operational responsibility and appropriateness of the proposed
      assignee or sublessee, including but not limited to the intended use and/or
      required modification of the Premises, if any, together with a fee of $500
      as
consideration
      for Lessor's considering and processing said request. Lessee agrees to provide
      Lessor with such other or additional information and/or documentation as may
      be
      reasonably requested. (See also Paragraph 36)

    (f) 
      Any
      assignee of, or sublessee under, this Lease shall, by reason of accepting such
      assignment, entering into such sublease, or entering into possession of the
      Premises or any portion thereof, be deemed to have assumed and agreed to conform
      and comply with each and every term, covenant, condition and obligation herein
      to be observed or performed by Lessee during the term of said
      assignment or sublease, other than such obligations as are contrary to or
      inconsistent with provisions of an assignment or sublease to
      which
      Lessor has specifically consented to in writing.

    (g)
      Lessor's
      consent to any assignment or subletting shall not transfer to the assignee
      or
      sublessee any Option granted to the original Lessee by this Lease unless such
      transfer is specifically consented to by Lessor in writing. (See Paragraph
      39.2)

    12.3        
      Additional
      Terms and Conditions Applicable to Subletting. The
      following terms and conditions shall apply to any subletting by Lessee of all
      or
      any part of the Premises and shall be deemed included in all subleases under
      this Lease whether or not expressly incorporated therein:

    (a)
       Lessee hereby assigns and transfers to Lessor all of Lessee's interest in
      all Rent payable on any sublease, and Lessor may
      collect such Rent and apply same toward Lessee's obligations under this Lease;
      provided, however, that until a Breach shall occur in the performance of
      Lessee's obligations, Lessee may collect said Rent. In the event that the amount
      collected by Lessor exceeds Lessee's
      then outstanding obligations any such excess shall be refunded to Lessee. Lessor
      shall not, by reason of the foregoing or any assignment
      of such sublease, nor by reason of the collection of Rent, be deemed liable
      to
      the sublessee for any failure of Lessee to perform and comply with any of
      Lessee's obligations to such sublessee. Lessee hereby irrevocably authorizes
      and
      directs any such sublessee,
      upon receipt of a written notice from Lessor stating that a Breach exists in
      the
      performance of Lessee's obligations under this Lease,
      to
      pay to Lessor all Rent due and to become due under the sublease. Sublessee
      shall
      rely upon any such notice from Lessor and shall pay all Rents to Lessor without
      any obligation or right to inquire as to whether such Breach exists,
      notwithstanding any claim from Lessee to the contrary.

     

    
       

      
        
          	 	 	 
	 	 	 
	
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    (b) 
      In
      the
      event of a Breach by Lessee, Lessor may, at its option, require sublessee to
      attorn to Lessor, in which event Lessor shall undertake the obligations of
      the
      sublessor under such sublease from the time of the exercise of said option
      to
      the expiration of such sublease; provided, however, Lessor shall not be liable
      for any prepaid rents or security deposit paid by such sublessee to such
      sublessor or for any prior Defaults or Breaches of such sublessor.

    (c) 
      Any
      matter requiring the consent of the sublessor under a sublease shall also
      require the consent of Lessor.

    (d) 
      No
      sublessee shall further assign or sublet all or any part of the Premises without
      Lessor's prior written consent.

    (e) 
      Lessor
      shall deliver a copy of any notice of Default or Breach by Lessee to the
      sublessee, who shall have the right to cure the Default of Lessee within the
      grace period, if any, specified in such notice. The sublessee shall have a
      right
      of reimbursement and offset from and against Lessee for any such Defaults cured
      by the sublessee.

    13.   Default;
      Breach; Remedies.

    13.1        Default;
      Breach. A "Default" is
      defined as a failure by the Lessee to comply with or perform any of the terms,
      covenants, conditions or Rules and Regulations under this Lease. A "Breach"
      is
      defined as the occurrence of one or more of the following Defaults, and
      the
      failure of Lessee to cure such Default within any applicable grace
      period:

    (a)  The
      abandonment of the Premises; or the vacating of the Premises without providing
      a
      commercially reasonable level of security, or where the coverage of the property
      insurance described in Paragraph 8.3 is jeopardized as a result thereof, or
      without providing reasonable assurances to minimize potential
      vandalism.

    (b) The
      failure of Lessee to make any payment of Rent or any Security Deposit required
      to be made by Lessee hereunder, whether
      to Lessor or to a third party, when due, to provide reasonable evidence of
      insurance or surety bond, or to fulfill any obligation under this Lease which
      endangers or threatens life or property, where such failure continues for a
      period of 3 business days following written notice to Lessee.

    (c) 
      The
      commission of waste, act or acts constituting public or private nuisance, and/or
      an illegal activity on the Premises by Lessee, where such actions continue
      for a
      period of 3 business days following written notice to Lessee.

    (d)
      The
      failure by Lessee to provide (i) reasonable written evidence of compliance
      with
      Applicable Requirements, (ii) the service contracts, (iii) the rescission of
      an
      unauthorized assignment or subletting, (iv) an Estoppel Certificate, (v) a
      requested subordination, (vi) evidence concerning any guaranty and/or Guarantor,
      (vii) any document requested under Paragraph 41, (viii) material data
      safety sheets (MSDS), or (ix) any other documentation or information which
      Lessor may reasonably require of Lessee under the terms of this Lease, where
      any
      such failure continues for a period of 10 days following written notice to
      Lessee.

    (e)
       A
      Default
      by Lessee as to the terms, covenants, conditions or provisions of this Lease,
      or
      of the rules adopted under Paragraph 2.9 hereof, other than those described
      in
      subparagraphs 13.1(a), (b), (c) or (d), above, where such Default continues
      for
      a period of 30 days after written notice; provided, however, that if the nature
      of Lessee's Default is such that more than 30 days are reasonably required
      for
      its cure, then it shall not be deemed to be a Breach if Lessee commences such
      cure within said 30 day period and thereafter diligently prosecutes such cure
      to
      completion.

    (f)
       The
      occurrence of any of the following events: (i) the making of any general
      arrangement or assignment for the benefit of creditors; (ii) becoming a
"debtor"
      as
      defined in 11 U.S.C. '101 or any successor statute thereto (unless, in the
      case
      of a petition filed against Lessee, the same is dismissed within 60 days);
      (iii)
      the appointment of a trustee or receiver to take possession of substantially
      all
      of Lessee's assets located at the Premises or of Lessee's interest in this
      Lease, where possession is not restored to Lessee within 30 days; or (iv) the
      attachment, execution or other judicial seizure of substantially all of Lessee's
      assets located at the Premises or of Lessee's interest in this Lease, where
      such
      seizure is not discharged within 30 days; provided, however, in the event that
      any provision of this subparagraph is contrary to any applicable law, such
      provision shall be of no force or effect, and not affect the validity of the
      remaining provisions.

    (g) 
      The
      discovery that any financial statement of Lessee or of any Guarantor given
      to
      Lessor was materially false.

    (h)
       If the performance of Lessee's obligations under this Lease is guaranteed:
      (i) the death of a Guarantor, (ii) the termination of a Guarantor's liability
      with respect to this Lease other than in accordance with the terms of such
      guaranty, (iii) a Guarantor's
      becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor's
      refusal to honor the guaranty, or (v) a Guarantor's breach
      of
      its guaranty obligation on an anticipatory basis, and Lessee's failure, within
      60 days following written notice of any such event, to provide written
      alternative assurance or security, which, when coupled with the then existing
      resources of Lessee, equals or exceeds the combined financial resources of
      Lessee and the Guarantors that existed at the time of execution of this
      Lease.

    13.2        
      Remedies.
      If
      Lessee
      fails to perform any of its affirmative duties or obligations, within 10 days
      after written notice (or in case of an emergency, without notice), Lessor may,
      at its option, perform such duty or obligation on Lessee's behalf, including
      but
      not limited to the obtaining of reasonably required bonds, insurance policies,
      or governmental licenses, permits or approvals. Lessee shall pay to Lessor
      an
      amount equal to 115% of the costs and expenses incurred by Lessor in such
      performance upon receipt of an invoice therefor. In the event of a Breach,
      Lessor may, with or without further notice or demand, and without limiting
      Lessor in the exercise of any right or remedy which Lessor may have by reason
      of
      such Breach:

    (a) Terminate
      Lessee's right to possession of the Premises by any lawful means, in which
      case
      this Lease shall terminate and
      Lessee shall immediately surrender possession to Lessor. In such event Lessor
      shall be entitled to recover from Lessee: (i) the Unpaid Rent which had been
      earned at the time of termination; (ii) the worth at the time of award of the
      amount by which the unpaid rent which would have been earned after termination
      until the time of award exceeds the amount of such rental loss that the Lessee
      proves could have been reasonably avoided; (iii) the worth at the time of award
      of the amount by which the unpaid rent for the balance of the term after the
      time of award exceeds the amount of such rental loss that the Lessee proves
      could be reasonably avoided; and (iv) any other amount necessary to compensate
      Lessor for all the detriment proximately caused by the Lessee's failure to
      perform its obligations under this Lease or which in the ordinary course of
      things would be likely to result therefrom, including but not limited to the
      cost of recovering
      possession of the Premises, expenses of reletting, including necessary
      renovation and alteration of the Premises, reasonable attorneys'
      fees, and that portion of any leasing commission paid by Lessor in connection
      with this Lease applicable to the unexpired term of this Lease. The worth at
      the
      time of award of the amount referred to in provision (iii) of the immediately
      preceding sentence shall be computed by discounting such amount at the discount
      rate of the Federal Reserve Bank of the District within which the Premises
      are
      located at the time of award plus one percent. Efforts by Lessor to mitigate
      damages caused by Lessee's Breach of this Lease shall not waive Lessor's right
      to recover damages under Paragraph 12. If termination of this Lease is obtained
      through the provisional remedy of unlawful detainer, Lessor shall have the
      right
      to recover in such proceeding any unpaid Rent and damages as are recoverable
      therein, or
      Lessor
      may reserve the right to recover all or any part thereof in a separate suit.
      If
      a notice and grace period required under Paragraph 13.1
      was
      not previously given, a notice to pay rent or quit, or to perform or quit given
      to Lessee under the unlawful detainer statute shall also constitute the notice
      required by Paragraph 13.1. In such case, the applicable grace period required
      by Paragraph 13.1 and the unlawful detainer statute shall run concurrently,
      and
      the failure of Lessee to cure the Default within the greater of the two such
      grace periods shall constitute both an unlawful detainer and a Breach of this
      Lease entitling Lessor to the remedies provided for in this Lease and/or by
      said
      statute.

    (b) Continue
      the Lease and Lessee's right to possession and recover the Rent as it becomes
      due, in which event Lessee may sublet or assign, subject only to reasonable
      limitations. Acts of maintenance, efforts to relet, and/or the appointment
      of a
      receiver to protect the Lessor's interests, shall not constitute a termination
      of the Lessee's right to possession.

    (c) Pursue
      any other remedy now or hereafter available under the laws or judicial decisions
      of the state wherein the Premises are located. The expiration or termination
      of
      this Lease and/or the termination of Lessee's right to possession shall not
      relieve Lessee from liability under any indemnity provisions of this Lease
      as to
      matters occurring or accruing during the term hereof or by reason of Lessee's
      occupancy of the Premises.

    13.3        
      Inducement
      Recapture. Any
      agreement for free or abated rent or other charges, or for the giving or paying
      by Lessor to or for Lessee of any cash or other bonus, inducement or
      consideration for Lessee's entering into this Lease, all of which concessions
      are hereinafter referred to as "Inducement
      Provisions," shall
      be
      deemed conditioned upon Lessee's full and faithful performance of all of the
      terms, covenants and conditions of this Lease. Upon Breach of this Lease by
      Lessee, any such Inducement Provision shall automatically be deemed deleted
      from
      this Lease and of no further force or effect, and any rent, other charge, bonus,
      inducement or consideration
      theretofore abated, given or paid by Lessor under such an Inducement Provision
      shall be immediately due and payable by Lessee
      to
      Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The
      acceptance by Lessor of rent or the cure of the Breach
      which initiated the operation of this paragraph shall not be deemed a waiver
      by
      Lessor of the provisions of this paragraph unless specifically
      so
      stated in writing by Lessor at the time of such acceptance.

     

    
       

      
        
          	 	 	 
	 	 	 
	
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    13.4        
      Late
      Charges. Lessee
      hereby acknowledges that late payment by Lessee of Rent will cause Lessor to
      incur costs not contemplated
      by this Lease, the exact amount of which will be extremely difficult to
      ascertain. Such costs include, but are not limited to, processing and accounting
      charges, and late charges which may be imposed upon Lessor by any Lender.
      Accordingly, if any Rent shall not be received by Lessor within 5 days after
      such amount shall be due, then, without any requirement for notice to Lessee,
      Lessee shall immediately pay to Lessor a one-time late charge equal to 10%
      of
      each such overdue amount or $100, whichever is greater. The parties hereby
      agree that such late charge represents a fair and reasonable estimate of the
      costs Lessor will incur by reason of such late payment. Acceptance of such
      late
      charge by Lessor shall in no event constitute a waiver of Lessee's Default
      or
      Breach with respect to such
      overdue amount, nor prevent the exercise of any of the other rights and remedies
      granted hereunder. In the event that a late charge is
      payable hereunder, whether or not collected, for 3 consecutive installments
      of
      Base Rent, then notwithstanding any provision of this Lease to the contrary,
      Base Rent shall, at Lessor's option, become due and payable quarterly in
      advance.

    13.5        
      Interest.
      Any
      monetary payment due Lessor hereunder, other than late charges, not received
      by
      Lessor, when due as to scheduled
      payments (such as Base Rent) or within 30 days following the date on which
      it
      was due for non-scheduled payment, shall bear interest from the date when due,
      as to scheduled payments, or the 31st day after it was due as to non-scheduled
      payments. The interest ("Interest")
      charged
      shall be computed at the rate of 10% per annum but shall not exceed the maximum
      rate allowed by law. Interest is payable in addition to the potential late
      charge provided for in Paragraph 13.4.

    13.6        
      Breach
      by Lessor.

    (a) 
      Notice
      of Breach. Lessor
      shall not be deemed in breach of this Lease unless Lessor fails within a
      reasonable time to
      perform an obligation required to be performed by Lessor. For purposes of this
      Paragraph, a reasonable time shall in no event be less than
      30
      days after receipt by Lessor, and any Lender whose name and address shall have
      been furnished Lessee in writing for such purpose, of written notice specifying
      wherein such obligation of Lessor has not been performed; provided, however,
      that if the nature of Lessor's obligation is such that more than 30 days are
      reasonably required for its performance, then Lessor shall not be in breach
      if
      performance is commenced within such 30 day period and thereafter diligently
      pursued to completion.

    (b)
       Performance
      by Lessee on Behalf of Lessor. In
      the
      event that neither Lessor nor Lender cures said breach within 30 days after
      receipt of said notice, or if having commenced said cure they do not diligently
      pursue it to completion, then Lessee may elect to cure said breach at Lessee's
      expense and offset from Rent the actual and reasonable cost to perform such
      cure, provided however, that such offset shall not exceed an amount equal to
      the
      greater of one month's Base Rent or the Security Deposit, reserving Lessee's
      right to reimbursement from Lessor for any such expense in excess of such
      offset. Lessee shall document the cost of said cure and
      supply said documentation to Lessor.

    14.   Condemnation.
      If
      the
      Premises or any portion thereof are taken under the power of eminent domain
      or
      sold under the threat of exercise of said power (collectively "Condemnation"),
      this
      Lease shall terminate as to the part taken as of the date the condemning
      authority takes title or possession, whichever first occurs. If more than 10%
      of
      the floor area of the Unit, or more than 25% of Lessee's Reserved Parking
      Spaces, is taken by Condemnation, Lessee may, at Lessee's option, to be
      exercised in writing within 10 days after Lessor shall have given Lessee written
      notice of such taking (or in the absence of such notice, within 10 days after
      the condemning authority shall have taken possession) terminate this Lease
      as of
      the date the condemning authority takes such possession. If Lessee does not
      terminate this Lease in accordance with the foregoing, this Lease shall remain
      in full force and effect as to the portion of the Premises
      remaining, except that the Base Rent shall be reduced in proportion to the
      reduction in utility of the Premises caused by such Condemnation.
      Condemnation awards and/or payments shall be the property of Lessor, whether
      such award shall be made as compensation for diminution in value of the
      leasehold, the value of the part taken, or for severance damages; provided,
      however, that Lessee
      shall be entitled to any compensation for Lessee's relocation expenses, loss
      of
      business goodwill and/or Trade Fixtures, without regard
      to
      whether or not this Lease is terminated pursuant to the provisions of this
      Paragraph. All Alterations and Utility Installations made to the Premises by
      Lessee, for purposes of Condemnation only, shall be considered the property
      of
      the Lessee and Lessee shall be entitled to any and all compensation which is
      payable therefor. In the event that this Lease is not terminated by reason
      of
      the Condemnation, Lessor shall repair any damage to the Premises caused by
      such
      Condemnation.

    16.   Estoppel
      Certificates.

    (a) 
      Each
      Party (as "Responding
      Party") shall
      within 10 days after written notice from the other Party (the "Requesting
      Party") execute,
      acknowledge and deliver to the Requesting Party a statement in writing in form
      similar to the then most current "Estoppel
      Certificate" form
      published by the AIR Commercial Real Estate Association, plus such additional
      information, confirmation and/or statements as may be reasonably requested
      by
      the Requesting Party.

    (b)  If
      the
      Responding Party shall fail to execute or deliver the Estoppel Certificate
      within such 10 day period, the Requesting
      Party may execute an Estoppel Certificate stating that: (i) the Lease is in
      full
      force and effect without modification except as may
      be
      represented by the Requesting Party, (ii) there are no uncured defaults in
      the
      Requesting Party's performance, and (iii) if Lessor is the Requesting Party,
      not
      more than one month's rent has been paid in advance. Prospective purchasers
      and
      encumbrancers may rely upon the Requesting Party's Estoppel Certificate, and
      the
      Responding Party shall be estopped from denying the truth of the facts contained
      in said Certificate.

    (c)  If
      Lessor
      desires to finance, refinance, or sell the Premises, or any part thereof, Lessee
      and all Guarantors shall deliver to
      any
      potential lender or purchaser designated by Lessor such financial statements
      as
      may be reasonably required by such lender or purchaser, including but not
      limited to Lessee's financial statements for the past 3 years. All such
      financial statements shall be received by Lessor and such lender or purchaser
      in
      confidence and shall be used only for the purposes herein set
      forth.

    17.   Definition
      of Lessor. The
      term
"Lessor"
      as
      used
      herein shall mean the owner or owners at the time in question of the fee title
      to the
      Premises, or, if this is a sublease, of the Lessee's interest in the prior
      lease. In the event of a transfer of Lessor's title or interest in the
      Premises or this Lease, Lessor shall deliver to the transferee or assignee
      (in
      cash or by credit) any unused Security Deposit held by Lessor.
      Except as provided in Paragraph 15, upon such transfer or assignment and
      delivery of the Security Deposit, as aforesaid, the prior Lessor shall be
      relieved of all liability with respect to the obligations and/or covenants
      under
      this Lease thereafter to be performed by the Lessor. Subject to the foregoing,
      the obligations and/or covenants in this Lease to be performed by the Lessor
      shall be binding only upon the Lessor as hereinabove defined.

     

    
       

      
        
          	 	 	 
	 	 	 
	
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    18.   Severability.
      The
      invalidity of any provision of this Lease, as determined by a court of competent
      jurisdiction, shall in no way affect the
      validity of any other provision hereof.

    19.   Days.
      Unless
      otherwise specifically indicated to the contrary, the word
      "days" as used in this Lease shall mean and refer to calendar
      days.

    20.   Limitation
      on Liability. The
      obligations of Lessor under this Lease shall not constitute personal obligations
      of Lessor, or its partners, members, directors, officers or shareholders, and
      Lessee shall look to the Premises, and to no other assets of Lessor, for the
      satisfaction of any liability of Lessor with respect to this Lease, and shall
      not seek recourse against Lessor's partners, members, directors, officers or
      shareholders, or any of their personal assets for such
      satisfaction.

    21.          
      Time
      of Essence. Time
      is
      of the essence with respect to the performance of all obligations to be
      performed or observed by the Parties under this Lease.

    22.         
      No
      Prior or Other Agreements; Broker Disclaimer. This
      Lease contains all agreements between the Parties with respect to any
matter
      mentioned herein, and no other prior or contemporaneous agreement or
      understanding shall be effective. Lessor and Lessee each represents and warrants
      to the Brokers that it has made, and is relying solely upon, its own
      investigation as to the nature, quality, character and financial responsibility
      of the other Party to this Lease and as to the use, nature, quality and
      character of the Premises. Brokers have no responsibility with respect thereto
      or with respect to any default or breach hereof by either Party. The liability
      (including court
      costs and attorneys' fees), of any Broker with respect to negotiation,
      execution, delivery or performance by either Lessor or Lessee under
      this Lease or any amendment or modification hereto shall be limited to an amount
      up to the fee received by such Broker pursuant to this Lease; provided, however,
      that the foregoing limitation on each Broker's liability shall not be applicable
      to any gross negligence or willful misconduct of such Broker.

    23.   Notices.

    23.1   Notice
      Requirements. All
      notices required or permitted by this Lease or applicable law shall be in
      writing and may be slivered in person (by hand or by courier) or may be sent
      by
      regular, certified or registered mail or U.S. Postal Service Express Mail,
      with
      postage prepaid, or by facsimile transmission, and shall be deemed sufficiently
      given if served in a manner specified in this Paragraph 23. The addresses noted
      adjacent to a Party's signature on this Lease shall be that Party's address
      for
      delivery or mailing of notices.
      Either Party may by written notice to the other specify a different address
      for
      notice, except that upon Lessee's taking possession of
      the
      Premises, the Premises shall constitute Lessee's address for notice. A copy
      of
      all notices to Lessor shall be concurrently transmitted to such party or parties
      at such addresses as Lessor may from time to time hereafter designate in
      writing.

    23.2   Date
      of Notice. Any
      notice sent by registered or certified mail, return receipt requested, shall
      be
      deemed given on the date of delivery shown on the receipt card, or if no
      delivery date is shown, the postmark thereon. If sent by regular mail the notice
      shall be deemed given 72 hours after the same is addressed as required herein
      and mailed with postage prepaid. Notices delivered by United States Express
      Mail
      or overnight courier that guarantee next day delivery shall be deemed given
      24
      hours after delivery of the same to the Postal Service or courier. Notices
      transmitted by facsimile transmission or similar means shall be deemed delivered
      upon telephone confirmation of receipt (confirmation report from fax machine
      is
      sufficient), provided a copy is also delivered via delivery or mail. If notice
      is received on a Saturday, Sunday or legal holiday, it shall be deemed received
      on the next business day.

    24.   Waivers.
      No
      waiver
      by Lessor of the Default or Breach of any term, covenant or condition hereof
      by
      Lessee, shall be deemed a waiver of any other term, covenant or condition
      hereof, or of any subsequent Default or Breach by Lessee of the same or of
      any
      other term, covenant or condition hereof. Lessor's consent to, or approval
      of,
      any act shall not be deemed to render unnecessary the obtaining of Lessor's
      consent to, or approval of, any subsequent or similar act by Lessee, or be
      construed as the basis of an estoppel to enforce the provision or provisions
      of
      this Lease requiring such consent. The acceptance of Rent by Lessor shall not
      be
      a waiver of any Default or Breach by Lessee. Any payment by Lessee may be
      accepted by Lessor on account of moneys or damages due Lessor, notwithstanding
      any qualifying statements or conditions made by Lessee in connection therewith,
      which such statements and/or conditions shall be of no force or effect
      whatsoever unless specifically agreed to in writing by Lessor at or before
      the
      time of deposit of such payment.

    25.   Disclosures
      Regarding The Nature of a
      Real
      Estate Agency Relationship.

    (a)   When
      entering into a discussion with a real estate agent regarding a real estate
      transaction, a Lessor or Lessee should from the outset understand what type
      of
      agency relationship or representation it has with the agent or agents in the
      transaction. Lessor and Lessee acknowledge being advised by the Brokers in
      this
      transaction, as follows:

    (i)   Lessor's
      Agent. A
      Lessor's agent under a listing agreement with the Lessor acts as the agent
      for
      the Lessor only. A Lessor's agent or subagent has the following affirmative
      obligations: To the Lessor: A fiduciary duty of utmost care, integrity, honesty,
      and loyalty in dealings with the Lessor. To the Lessee and the Lessor: a.
      Diligent exercise of reasonable skills and care in performance of the agent's
      duties. b. A duty of honest and fair dealing and good faith. c. A duty to
      disclose all facts known to the agent materially effecting the value or
      desirability of the property that are not known to, or within the diligent
      attention and observation of, the Parties. An gent is not obligated to reveal
      to
      either Party any confidential information obtained from the other Party which
      does not involve the affirmative duties set forth above.

    (ii)         
      Lessee's
      Agent. An
      agent
      can agree to act as agent for the Lessee only. In these situations, the agent
      is
      not the Lessor's agent, even if by agreement the agent may receive compensation
      for services rendered, either in full or in part from the Lessor. An agent
      acting only for a Lessee has the following affirmative obligations. To
      the Lessee: A
      fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings
      with
      the Lessee. To
      the Lessee and the Lessor: a.
      Diligent exercise of reasonable skills and care in performance of the agent's
      duties. b. A duty of honest and fair dealing and good faith. c. A duty to
      disclose all facts known to the agent materially affecting the value or
      desirability of the property that are not known to, or within the diligent
      attention and observation of, the Parties. An agent is not obligated to reveal
      to either Party any confidential information obtained from the other Party
      which
      does not involve the affirmative duties set forth above.

    (iii)       
      Agent
      Representing Both Lessor and Lessee. A
      real
      estate agent, either acting directly or through one or more associate licenses,
      can legally be the agent of both the Lessor and the Lessee in a transaction,
      but
      only with the knowledge and consent of both the Lessor and the Lessee. In a
      dual
      agency situation, the agent has the following affirmative obligations to both
      the Lessor and the
      Lessee: a. A fiduciary duty of utmost care, integrity, honesty and loyalty
      in
      the dealings with either the Lessor or the Lessee. b. Other duties
      to
      the Lessor and the Lessee as stated above in subparagraphs (i) or (ii). In
      representing both Lessor and Lessee, the agent may not without the express
      permission of the respective Party, disclose to the other Party that the Lessor
      will accept rent in an amount less than
      that
      indicated in the listing or that the Lessee is willing to pay a higher rent
      than
      that offered. The above duties of the agent in a real estate
      transaction do not relieve a Lessor or Lessee from the responsibility to protect
      their own interests. Lessor and Lessee should carefully read all agreements
      to
      assure that they adequately express their understanding of the transaction.
      A
      real estate agent is a person qualified to advise about real estate. If legal
      or
      tax advice is desired, consult a competent professional.

    (b)   Brokers
      have no responsibility with respect to any default or breach hereof by either
      Party. The Parties agree that no lawsuit or other legal proceeding involving
      any
      breach of duty, error or omission relating to this Lease may be brought against
      Broker more than one year after the Start Date and that the liability (including
      court costs and attorneys' fees), of any Broker with respect to any such lawsuit
      and/or legal proceeding shall not exceed the fee received by such Broker
      pursuant to this Lease; provided, however, that the foregoing limitation on
      each
      Broker's liability shall not be applicable to any gross negligence or willful
      misconduct of such Broker

    (c)   Buyer
      and
      Seller agree to identify to Brokers as "Confidential" any communication or
      information given Brokers that is considered by such Party to be
      confidential.

    26.   No
      Right To Holdover. Lessee
      has no right to retain possession of the Premises or any part thereof beyond
      the
      expiration or termination
      of this Lease. In the event that Lessee holds over, then the Base Rent shall
      be
      increased to 150% of the Base Rent applicable immediately
      preceding the expiration or termination. Nothing contained herein shall be
      construed as consent by Lessor to any holding over
      by
      Lessee.

     

    
       

      
        
          	 	 	 
	 	 	 
	
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    27.   Cumulative
      Remedies.
      No
      remedy or election hereunder shall be deemed exclusive but shall, wherever
      possible, be cumulative with all other remedies at law or in
      equity.

    28.   Covenants
      and Conditions; Construction of Agreement. All
      provisions of this Lease to be observed or performed by Lessee both covenants
      and conditions. In construing this Lease, all headings and titles are for the
      convenience of the Parties only and shall not
      be
      considered a part of this Lease. Whenever required by the context, the singular
      shall include the plural and vice versa. This Lease shall
      not
      be construed as if prepared by one of the Parties, but rather according to
      its
      fair meaning as a whole, as if both Parties had prepared it.

    29.   Binding
      Effect; Choice of Law. This
      Lease shall be binding upon the parties, their personal representatives,
      successors and assigns
      and be governed by the laws of the State in which the Premises are located.
      Any
      litigation between the Parties hereto concerning this
      Lease shall be initiated in the county in which the Premises are
      located.

    30.   Subordination;
      Attornment; Non-Disturbance.

    30.1   Subordination.
      This
      Lease and any Option granted hereby shall be subject and subordinate to any
      ground lease mortgage, deed of trust, or other hypothecation or security device
      (collectively, "Security
      Device"), now
      or
      hereafter placed upon the Premises, to any and all advances made on the security
      thereof, and to all renewals, modifications, and extensions thereof Lessee
      agrees that the holders of any such Security Devices (in this Lease together
      referred to as ("Lender")
      shall
      have no liability or obligation to
      perform any of the obligations of Lessor under this Lease. Any Lender may elect
      to have this Lease and/or any Option granted hereby superior
      to the lien of its Security Device by giving written notice thereof to Lessee,
      whereupon this Lease and such Options shall be deemed prior to such Security
      Device, notwithstanding the relative dates of the documentation or recordation
      thereof.

    30.2   Attornment.
      In
      the
      event that Lessor transfers title to the Premises, or the Premises are acquired
      by another upon the foreclosure or termination of a Security Device to which
      this Lease is subordinated (i) Lessee shall, subject to the non-disturbance
      provisions of Paragraph 30.3, attorn to such new owner, and upon request, enter
      into a new lease, containing all of the terms and provisions of this Lease,
      with
      such new owner for the remainder of the term hereof, or, at the election of
      the
      new owner, this Lease will automatically become a new lease between Lessee
      and
      such new owner, and (ii) Lessor shall thereafter be relieved of any further
      obligations hereunder and such new owner shall assume all of Lessor's
      obligations, except that such new owner shall not: (a) be liable for any act
      or
      omission of any prior lessor or with respect to events occurring prior to
      acquisition of ownership; (b) be subject to any offsets or defenses which Lessee
      might have against any prior lessor, (c) be bound by prepayment of more than
      one
      month's rent, or (d) be liable for the return of any security deposit paid
      to
      any prior lessor.

    30.3   Non-Disturbance.
      With
      respect to Security Devices entered into by Lessor after the execution of this
      Lease, Lessee's subordination of this Lease shall be subject to receiving a
      commercially reasonable non-disturbance agreement (a "Non-Disturbance
      Agreement")from
      the
      Lender which Non-Disturbance Agreement provides that Lessee's possession of
      the
      Premises, and this Lease, including
      any options to extend the term hereof, will not be disturbed so long as Lessee
      is not in Breach hereof and attorns to the record owner
      of
      the Premises. Further, within 60 days after the execution of this Lease, Lessor
      shall use its commercially reasonable efforts to obtain
      a
      Non-Disturbance Agreement from the holder of any pre-existing Security Device
      which is secured by the Premises. In the event that
      Lessor
      is unable to provide the Non-Disturbance Agreement within said 60 days, then
      Lessee may, at Lessee's option, directly contact
      Lender and attempt to negotiate for the execution and delivery of a
      Non-Disturbance Agreement.

    30.4   Self-Executing.
      The
      agreements contained in this Paragraph 30 shall be effective without the
      execution of any further documents; provided, however, that, upon written
      request from Lessor or a Lender in connection with a sale, financing or
      refinancing of the Premises, Lessee and Lessor shall execute such further
      writings as may be reasonably required to separately document any subordination,
      attornment and/or Non-Disturbance Agreement provided for herein.

    31.   Attorneys'
      Fees. If
      any
      Party or Broker brings an action or proceeding involving the Premises whether
      founded in tort, contract or equity, or to declare rights hereunder, the
      Prevailing Party (as hereafter defined) in any such proceeding, action, or
      appeal thereon, shall be
      entitled to reasonable attorneys' fees. Such fees may be awarded in the same
      suit or recovered in a separate suit, whether or not such action or proceeding
      is pursued to decision or judgment. The term, "Prevailing
      Party" shall
      include, without limitation, a Party or Broker
      who substantially obtains or defeats the relief sought, as the case may be,
      whether by compromise, settlement, judgment, or the abandonment
      by the other Party or Broker of its claim or defense. The attorneys' fees award
      shall not be computed in accordance with any
      court
      fee schedule, but shall be such as to fully reimburse all attorneys' fees
      reasonably incurred. In addition, Lessor shall be entitled to
      attorneys' fees, costs and expenses incurred in the preparation and service
      of
      notices of Default and consultations in connection therewith, whether or not
      a
      legal action is subsequently commenced in connection with such Default or
      resulting Breach ($200 is a reasonable minimum per occurrence for such services
      and consultation).

    32.   Lessor's
      Access; Showing Premises; Repairs. Lessor
      and Lessor's agents shall have the right to enter the Premises at any time,
      in
      the case of an emergency, and otherwise at reasonable times after reasonable
      prior notice for the purpose of showing the same to prospective purchasers,
      lenders, or tenants, and making such alterations, repairs, improvements or
      additions to the Premises as Lessor may deem necessary or desirable and the
      erecting, using and maintaining of utilities, services, pipes and conduits
      through the Premises and/or other premises as long as there is no material
      adverse effect on Lessee's use of the Premises. All such activities shall be
      without abatement of rent or liability to Lessee.

    33.   Auctions.
      Lessee
      shall not conduct, nor permit to be conducted, any auction upon the Premises
      without Lessor's prior written consent. Lessor shall not be obligated to
      exercise any standard of reasonableness in determining whether to permit an
      auction.

    34.   Signs.
      Lessor
      may place on the Premises ordinary "For Sale" signs at any time and ordinary
      "For Lease" signs during the last 6 months
      of
      the term hereof. Except for ordinary "For Sublease" signs which may be placed
      only on the Premises, Lessee shall not place any
      sign
      upon the Project without Lessor's prior written consent. All signs must comply
      with all Applicable Requirements.

    35.   Termination;
      Merger. Unless
      specifically stated otherwise in writing by Lessor, the voluntary or other
      surrender of this Lease by Lessee, the mutual termination or cancellation
      hereof, or a termination hereof by Lessor for Breach by Lessee, shall
      automatically terminate any sublease or lesser estate in the Premises; provided,
      however, that Lessor may elect to continue any one or all existing subtenancies.
      Lessor's failure within 10 days following any such event to elect to the
      contrary by written notice to the holder of any such higher interest, shall
      constitute Lessor's election to have such event constitute the termination
      of
      such interest. 

    36.   Consents.
      Except
      as
      otherwise provided herein, wherever in this Lease the consent of a Party is
      required to an act by or for the other Party, such consent shall not be
      unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses
      (including but not
      limited to architects', attorneys', engineers' and other consultants' fees)
      incurred in the consideration of, or response to, a request by Lessee
      for any Lessor consent, including but not limited to consents to an assignment,
      a subletting or the presence or use of a Hazardous Substance, shall be paid
      by
      Lessee upon receipt of an invoice and supporting documentation therefor.
      Lessor's consent to any act, assignment or subletting shall not constitute
      an
      acknowledgment that no Default or Breach by Lessee of this Lease exists, nor
      shall such consent be deemed a waiver of any then existing Default or Breach,
      except as may be otherwise specifically stated in writing by Lessor at the
      time
      of such consent. The failure to specify herein any particular condition to
      Lessor's consent shall not preclude the imposition by Lessor at the time of
      consent of such further or other conditions as are then reasonable with
      reference to the particular matter for which consent is being given. In the
      event that either Party disagrees with any determination made by the other
      hereunder and
      reasonably requests the reasons for such determination, the determining party
      shall furnish its reasons in writing and in reasonable detail
      within 10 business days following such request.

    37.   Guarantor.

    37.1   Execution.
      The
      Guarantors, if any, shall each execute a guaranty in the form most recently
      published by the AIR Commercial Real Estate Association.

    37.2   Default.
      It
      shall
      constitute a Default of the Lessee if any Guarantor fails or refuses, upon
      request to provide: (a) evidence of
      the
      execution of the guaranty, including the authority of the party signing on
      Guarantor's behalf to obligate Guarantor, and in the case of a corporate
      Guarantor, a certified copy of a resolution of its board of directors
      authorizing the making of such guaranty, (b) current financial statements,
      (c)
      an Estoppel Certificate, or (d) written confirmation that the guaranty is still
      in effect.

    38.   Quiet
      Possession. Subject
      to payment by Lessee of the Rent and performance of all of the covenants,
      conditions and provisions on Lessee's part to be observed and performed under
      this Lease, Lessee shall have quiet possession and quiet enjoyment of the
      Premises during the term hereof.

     

    
       

      
        
          	 	 	 
	 	 	 
	
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    39.   Options.
      If
      Lessee
      is granted an option, as defined below, then the following provisions shall
      apply.

    39.1        
      Definition.
      "Option" shall
      mean: (a) the right to extend the term of or renew this Lease or to extend
      or
      renew any lease that Lessee has on other property of Lessor; (b) the right
      of
      first refusal or first offer to lease either the Premises or other property
      of
      Lessor; (c) the right to purchase or the right of first refusal to purchase
      the
      Premises or other property of Lessor.

    39.2        
      Options
      Personal To Original Lessee. Any
      Option granted to Lessee in this Lease is personal to the original Lessee,
      and
      cannot be assigned or exercised by anyone other than said original Lessee and
      only while the original Lessee is in full possession of the Premises and, if
      requested by Lessor, with Lessee certifying that Lessee has no intention of
      thereafter assigning or subletting.

    39.3        
      Multiple
      Options. In
      the
      event that Lessee has any multiple Options to extend or renew this Lease, a
      later Option cannot be
      exercised unless the prior Options have been validly exercised.

    39.4        
      Effect
      of Default on Options.

    (a) 
      Lessee
      shall have no right to exercise an Option: (i) during the period commencing
      with
      the giving of any notice of Default and continuing until said Default is cured,
      (ii) during the period of time any Rent is unpaid (without regard to whether
      notice thereof is given Lessee), (iii) during the time Lessee is in Breach
      of
      this Lease, or (iv) in the event that Lessee has been given 3 or more notices
      of
      separate Default, whether or not the Defaults are cured, during the 12 month
      period immediately preceding the exercise of the Option.

    (b)
       The
      period of time within which an Option may be exercised shall not be extended
      or
      enlarged by reason of Lessee's inability to exercise an Option because of the
      provisions of Paragraph 39.4(a).

    (c)  An
      Option
      shall terminate and be of no further force or effect, notwithstanding Lessee's
      due and timely exercise of the Option,
      if, after such exercise and prior to the commencement of the extended term
      or
      completion of the purchase, (i) Lessee fails to pay Rent
      for
      a period of 30 days after such Rent becomes due (without any necessity of Lessor
      to give notice thereof),or (ii) if Lessee commits a Breach of this
      Lease.

    40.   Security
      Measures. Lessee
      hereby acknowledges that the Rent payable to Lessor hereunder does not include
      the cost of guard service or other security measures, and that Lessor shall
      have
      no obligation whatsoever to provide same. Lessee assumes all responsibility
      for
      the protection of the Premises, Lessee, its agents and invitees and their
      property from the acts of third parties.

    41.   Reservations.
      Lessor
      reserves the right: (i) to grant, without the consent or joinder of Lessee,
      such
      easements, rights and indications that Lessor deems necessary, (ii) to cause
      the
      recordation of parcel maps and restrictions, and (iii) to create and/or install
      new utility raceways, so long as such easements, rights, dedications, maps,
      restrictions, and utility raceways do not unreasonably interfere with the use
      of
      the Premises by Lessee. Lessee agrees to sign any documents reasonably requested
      by Lessor to effectuate such rights.

    42.   Performance
      Under Protest. If
      at any
      time a dispute shall arise as to any amount or sum of money to be paid by one
      Party to the other
      under the provisions hereof, the Party against whom the obligation to pay the
      money is asserted shall have the right to make payment "under protest" and
      such
      payment shall not be regarded as a voluntary payment and there shall survive
      the
      right on the part of said Party to institute suit for recovery of such sum.
      If
      it shall be adjudged that there was no legal obligation on the part of said
      Party to pay such sum or any part thereof, said Party shall be entitled to
      recover such sum or so much thereof as it was not legally required to pay.
      A
      Party who does not initiate suit for the recovery of sums paid "under protest"
      within 6 months shall be deemed to have waived its right to protest such
      payment.

    43.   Authority;
      Multiple Parties; Execution.

    (a)  If
      either
      Party hereto is a corporation, trust, limited liability company, partnership,
      or
      similar entity, each individual executing this Lease on behalf of such entity
      represents and warrants that he or she is duly authorized to execute and deliver
      this Lease on its behalf. Each Party shall, within 30 days after request,
      deliver to the other Party satisfactory evidence of such authority.

    (b) 
      If
      this
      Lease is executed by more than one person or entity as "Lessee", each such
      person or entity shall be jointly and severally liable hereunder. It is agreed
      that any one of the named Lessees shall be empowered to execute any amendment
      to
      this Lease, or other document ancillary thereto and bind all of the named
      Lessees, and Lessor may rely on the same as if all of the named Lessees had
      executed such document.

    (c)  This
      Lease may be executed by the Parties in counterparts, each of which shall be
      deemed an original and all of which together
      shall constitute one and the same instrument.

    44.   Conflict.
      Any
      conflict between the printed provisions of this Lease and the typewritten or
      handwritten provisions shall be controlled by
      the
      typewritten or handwritten provisions.

    45.   Offer.
      Preparation
      of this Lease by either party or their agent and submission of same to the
      other
      Party shall not be deemed an offer to lease to the other Party. This Lease
      is
      not intended to be binding until executed and delivered by all Parties
      hereto.

    46.   Amendments.
      This
      Lease may be modified only in writing, signed by the Parties in interest at
      the
      time of the modification. As long as they do not materially change Lessee's
      obligations hereunder, Lessee agrees to make such reasonable non-monetary
      modifications to this Lease as may be reasonably required by a Lender in
      connection with the obtaining of normal financing or refinancing of the
      Premises

    47.   Waiver
      of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY
      JURY
      IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS
      AGREEMENT.

    48.   Mediation
      and Arbitration of Disputes. An
      Addendum requiring the Mediation and/or the Arbitration of disputes between
      the
      Parties and/or Brokers arising out of this Lease o is o
      is not attached to this
      Lease.

    49.   Americans
      with Disabilities Act. Since
      compliance with the Americans with Disabilities Act (ADA) is dependent upon
      Lessee's specific use of the Premises, Lessor makes no warranty or
      representation as to whether or not the Premises comply with ADA or any similar
      legislation. In the event that Lessee's use of the Premises requires
      modifications or additions to the Premises in order to be in ADA compliance,
      Lessee agrees to make any such necessary modifications and/or additions at
      Lessee's expense.

    ***
      SEE
      ADDENDUM ATTACHED ***

    LESSOR
      AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
      PROVISION CONTAINED HEREIN, AND BY THE
      EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO.
      THE
      PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF
      THIS
      LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF
      LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.

    ATTENTION:
      NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE
      ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR
      TAX
      CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES
      ARE URGED TO:

    1.   SEEK
      ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS
      LEASE.

    2.   RETAIN
      APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES.
      SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE
      OF HAZARDOUS SUBSTANCES, THE
      ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF
      AND
      OPERATING SYSTEMS, COMPLIANCE
      WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES
      FOR
      LESSEE'S INTENDED USE.

    WARNING:
      IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS
      OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN
      WHICH THE PREMISES ARE LOCATED.

     

    
       

      
        
          	 	 	 
	 	 	 
	
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                    Commercial Real Estate Association

                	 	
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                    MTN-4-8/04

                


        

      

       

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ADDENDUM
      TO LEASE
      DATED                      
2005

    BY
      AND BETWEEN

    RICHARD
      A. CRISTINA AND DIANE L. CR1STINA, TRUSTEES, AS LESSOR


    AND

    SOUTHWALL
      TECHNOLOGIES, INC., AS LESSEE

    FOR
      THE PREMISES LOCATED AT

    3780
      FABIAN WAY, PALO ALTO, CALIFORNIA

     

    50.   Base
      Rent. The
      Base
      Rent for the period November 1, 2005 through October 31, 2006 shall be $4,800
      per month. The Base Rent for the period November 1, 2006 through October 31,
      2007 shall be $5,000 per month.

     

    51.   Prior
      Lease/Unpaid Rent. Upon
      execution of this Lease by both parties, and effective as of November 1, 2005,
      the prior Lease between the Lessee and Lessor's
      predecessor in interest, dated June 11, 1990, as modified ("Prior Lease"),
      shall
terminate;
      provided, however, that any obligations that survive the expiration or
      termination of said Lease shall remain in full force and effect, and provided
      further, that the Security Deposit in the sum of $10,504 held by the Lessor
      pursuant to said Lease shall be applied to and become a part of the Security
      Deposit to be held by Lessor pursuant to this Lease.

     

     The
      Parties agree that Lessee
      is currently indebted to Lessor in the sum of $220,000 in unpaid rent and other
      charges due under the terms of the Prior Lease. Lessee shall pay Lessor the
      sum
      of $220,000, without interest, by payment of the sum of $27,500 on December
      1,
      2005, and $27,500 every third month thereafter until the total sum of $220,000
      has been paid. Should Lessee be in default under the terms of said Lease, the
      Lessor shall be entitled to collect the full amount in default plus interest
      thereon.

     

    52.   Real
      Property Taxes. Notwithstanding
      the provisions of Paragraph 10 of the
      Lease, Lessee shall not be responsible for any increase in taxes which solely
      result from
      the
      sale by Lessor of the Premises.

    


    
      	
              LESSOR:

            	
              LESSEE:

            
	 	 
	 	
              SOUTHWALL
                TECHNOLOGIES, INC.,

            
	 	
              a
                Delaware corporation

            
	
              /s/
                Richard A. Cristina

            	 
	
              Richard
                A. Cristina, Trustee

            	 
	 	 
	 	 
	
              /s/
                Diane L. Cristina

            	
              By:
                /s/ S. Kamenski

            
	
              Diane
                L. Cristina, Trustee

            	
              Title:
                Acting CFO

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    The
      parties hereto have executed this Lease at the place and on the dates specified
      above their respective signatures.

     

    
      	
              Executed
                at:

            	 	 	
              Executed
                at:

            	
              Palo
                Alto, California

            
	
              on:

            	 	 	
              on:
                

            	
              10/4/05

            
	
              By
                LESSOR:

            	 	 	
              By
                LESSEE:

            	 
	 	 	 	SOUTHWALL
              TECHNOLOGIES, INC., A
	 	 	 	Delaware
              corporation
	
              By:

            	
              /s/
                Richard A. Cristina

            	 	
              By:

            	
              /s/
                S. Kamenski

            
	
              Name
                Printed:

            	
              Richard
                A. Cristina

            	 	
              Name
                Printed: 

            	
              Sylvia
                Kamenski

            
	
              Title:

            	
              Trustee

            	 	
              Title:
                

            	
              Acting
                CFO

            
	 	 	 	 	 
	
              By:

            	 	 	
              By:

            	 
	
              Name
                Printed:

            	
              Diane
                L. Cristina

            	 	
              Name
                Printed:

            	 
	
              Title:
                

            	
              Trustee

            	 	
              Title:

            	 
	
              Address:
                

            	
              625
                Charles Street

            	 	Address:	 
	 	
              San
                Jose, CA 95112

            	 	 	 
	
              Telephone:

            	
              (408)
                938-4918

            	 	
              Telephone:
                

            	
              (650)
                962-9115

            
	
              Facsimile:

            	
              (408)
                279-4088

            	 	Facsimile:	 
	
              Federal
                ID No.

            	 	 	
              Federal
                ID No.

            	 


    

    


    These
      forms are often modified to meet changing requirements of law and needs of
      the
      Industry. Always write or call to make sure you are utilizing
      the most current form: AIR COMMERCIAL REAL ESTATE ASSOCIATION, 700 South Flower
      Street, Suite 600, Los Angeles, CA 90017. (213)687-8777.

     

    ©Copyright
      1999-By AIR Commercial Real Estate Association.

    All
      rights reserved.

    No
      part of these works may be reproduced in any form without permission In
      writing.

     

     

    PAGE
      15 

    
      
        	
                ©1999-AIR
                  Commercial Real Estate Association

              	 	
                FORM
                  MTN-4-8/04