Exhibit 10.45



 


Exhibit 10.45


LEASE AGREEMENT

[Phase 1-Buildings 1-5]



     This Lease Agreement [Phase 1-Buildings 1-5] (the “Lease”) is effective
July 31, 2003, and is entered into by and between CHARLESTON PROPERTIES, a
California General Partnership (hereinafter called “Landlord”), and INTUIT
INC., a Delaware Corporation (hereinafter called “Tenant”).




RECITALS



     A.     Landlord and Tenant are parties to one or more prior leases for the
Premises, as hereinafter defined, (“Prior Leases”).



     B.     Pursuant to that certain Lease Expiration Advancement Agreement being
entered into concurrently herewith (the “Advancement Agreement”), the Prior
Leases are being terminated effective as of July 31, 2003, and this Lease shall
govern the rights and obligations between Landlord and Tenant with respect to
the Premises thereafter.



     C.     Concurrent with the execution of this Lease, Landlord and Tenant are
entering into that certain Lease Agreement [Phase 2-Buildings
A-F] (the “Phase
2 Lease”) pursuant to which Landlord is leasing certain premises defined in the
Phase 2 Lease to Tenant (the “Phase 2 Premises”). The Premises and the Phase 2
Premises are sometimes collectively referred to in this Lease as the “Total
Premises”.





	1.	 	LEASE OF PREMISES; USE:



     A.     Lease of Premises: Landlord hereby leases to Tenant and Tenant hereby
hires and takes from Landlord those certain premises comprising approximately
213,785 rentable square feet (the “Premises”) hatch marked on Exhibit “A”,
attached hereto and incorporated herein by this reference and more particularly
described as follows:



     (1)  approximately 42,632 rentable square feet located at 2550 Garcia
Avenue, Mountain View, California, known by Landlord as Building 1 (and known by
Tenant as Building 5) and hereinafter referred to as
“Building 1 – 2550 Garcia”.
The rentable square footage shall be deemed to equal 42,632 rentable square
feet regardless of the actual square footage;



     (2)  approximately 42,632 rentable square feet located at 2500 Garcia
Avenue, Mountain View, California, known by Landlord as Building 2 (and known
by Tenant as Building 4) and hereinafter referred to as
“Building 2 – 2500
Garcia”. The rentable square footage shall be deemed to equal 42,632 rentable
square feet regardless of the actual square footage;



     (3)  approximately 43,257 rentable square feet located at 2535 Garcia
Avenue, Mountain View, California, known by Landlord as Building 3 (and known
by Tenant as Building 1) and hereinafter referred to as
“Building 3 – 2535
Garcia”. The rentable square footage shall be deemed to equal 43,257 rentable
square feet regardless of the actual square footage;



     (4) approximately 42,632 rentable square feet located at 2475 Garcia
Avenue, Mountain View, California, known by Landlord as Building 4 (and known
by Tenant as Building 2) and hereinafter referred to as
“Building 4 — 2475 Garcia”. The
rentable square footage shall be deemed to equal 42,632 rentable square feet
regardless of the actual square footage; and



     (5)  approximately 42,632 rentable square feet located at 2525 Garcia
Avenue, Mountain View, California, known by Landlord as Building 5 (and known
by Tenant as Building 3) and hereinafter referred to as
“Building 5 – 2525
Garcia”. The rentable square footage shall be deemed to equal 42,632 rentable
square feet regardless of the actual square footage.



     As used herein the Complex shall mean and include all of the land hatch
marked on Exhibit “B”, attached hereto, and all of the buildings, improvements,
fixtures and equipment now or hereafter situated on said land. The parties
acknowledge that the rentable square footage of the Complex is approximately
614,976 square feet and that such rentable square footage shall be deemed to
equal 614,976 square feet regardless of the actual square footage. As used
herein, the terms Building or Buildings shall mean the buildings either wholly
constituting a portion of the Premises or the buildings in which any portion of
the Premises are a part unless otherwise referenced.




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     Said letting and hiring is upon and subject to the terms, covenants and
conditions hereinafter set forth and Tenant covenants as a material part of the
consideration for this Lease to perform and observe each and all of said terms,
covenants and conditions. This Lease is made upon the conditions of such
performance and observance.



     B.     Use: Tenant shall use the Premises only in conformance with applicable
governmental laws, regulations, rules and ordinances for the purpose of office,
sales, research and development, and related uses necessary for Tenant to
conduct its business, provided such uses are permitted and conform to city
zoning laws and all other governmental laws, regulations, rules and ordinances,
and for no other purpose. Tenant shall not do or permit to be done in or about
the Premises or the Complex, nor bring or keep or permit to be brought or kept
in or about the Premises or the Complex, anything which is prohibited by or
will in any way increase the existing rate of (or otherwise affect) fire or any
insurance covering the Complex or any part thereof, or any of its contents, or
will cause a cancellation of any insurance covering the Complex or any part
thereof, or any of its contents. Tenant shall not do or permit to be done
anything in, on or about the Premises or the Complex which will in any way
obstruct or interfere with the rights of other tenants or occupants of the
Complex or injure or annoy them, or use or allow the Premises to be used for
any improper, immoral, unlawful or objectionable purpose, nor shall Tenant
cause, maintain or permit any nuisance in, on or about the Premises or the
Complex. Tenant shall not conduct any sale by auction on the Premises. Tenant
shall not place any loads upon the floors, walls, or ceiling, which endanger
the structure, or place any harmful fluids or other materials in the drainage
system of any of the Buildings, or overload existing electrical or other
mechanical systems. Tenant shall not dump any waste materials or refuse upon
any part of the Premises or outside of the Buildings, except in trash
containers placed inside exterior enclosures designated by Landlord for that
purpose or inside of the Building proper where designated by Landlord. Tenant
shall not store any materials, supplies, equipment, finished products or
semi-finished products, raw materials or articles of any nature upon the
Premises or on any portion of common area of the Complex. Tenant shall not
utilize any loudspeaker or other device, system or apparatus, which can be
heard outside the Premises, without the prior written consent of Landlord.
Tenant shall not commit or suffer to be committed any waste in or upon the
Premises. Tenant shall comply with any existing covenant, condition, or
restriction (“CC&R’s”) affecting the Premises. A copy of all existing CC&Rs are
attached hereto as Exhibit “C”. The provisions of this Paragraph are for the
benefit of Landlord only and shall not be construed to be for the benefit of
any tenant or occupant of the Complex.





	2.	 	TERM



     A.     Term: The term of this Lease shall be for a period of ten (10) years
five (5) months (unless sooner terminated with respect to Building 3 – 2535 Garcia,
Building 4 – 2475 Garcia or Building 5 – 2525 Garcia as hereinafter provided in
Paragraph 44) and shall commence on August 1, 2003, and end on December 31,
2013.



     B.     Commencement Date: Tenant currently occupies the Premises, therefore,
Possession shall be deemed tendered on August 1, 2003, the date on which this
Lease shall commence (hereinafter “Commencement Date”).



     C.     Options To Extend: Provided (i) Tenant is not in default after any
applicable notice and cure period under any of the terms, covenants or
conditions of this Lease or of the Phase 2 Lease and (ii) Tenant and/or its
Permitted Assignees are occupying or conducting business from at least 200,000
rentable square feet of the Total Premises, and subject to the terms and
conditions set forth hereafter, Tenant is hereby granted the option to extend
the term of this Lease for the Premises (as constituted as of commencement date
of any Option Period) leased hereunder for two consecutive five year periods
(individually “Option Period”) which must be exercised separately. Tenant shall
notify Landlord in writing of Tenant’s exercise of its option to extend the
Lease no less than 360 days prior to the then existing Lease expiration date.
This Lease shall be extended for a period of five years commencing upon the day
after the then expiring Lease term and shall expire five years later. The
monthly Base Rent during the extended term shall be as set forth in Paragraph
2C1 below. This option to extend can be exercised by Tenant for its use of the
Premises (including any permitted subtenants and affiliates) and may be
transferred or assigned to any subtenant, assignee or other party.



          1.     Fair Market Rental Rate For Option Periods: Base Rent for the
first year of any Option Period shall be 95% of the fair market rate. The fair
market rate for the option periods shall be defined as the prevailing market
rate with interim adjustments (if any) then charged for comparable space of
comparable quality in the immediate Mountain View/Shoreline market area.
Landlord shall notify Tenant of such rate as reasonably determined by Landlord
at least two hundred and ten (210) days prior to the beginning of any Option
Period, and thereafter, such Base Rate shall be increased by normal and
customary rent increases (if any) as determined by Landlord. Landlord and
Tenant shall attempt to agree in writing on such fair market rate and any
normal and customary increases. If Landlord and Tenant do not agree on the fair
market rate for the Premises and/or any normal and customary increases by that
date which is one hundred

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eighty (180) days prior to the beginning of the
option term, then Landlord and Tenant shall each select, not later than one
hundred fifty (150) days prior to the commencement of the extension term, a
licensed MAI appraiser (the “Appraisers”) with a minimum five (5) years
experience, and knowledge of the Mountain View area market to determine the
fair market rate for the Premises. If the Appraisers are unable to agree as to
the fair market rate and normal and customary increases by that date which is
one hundred twenty (120) days prior to the commencement of the extension term,
then the Appraisers shall, within ten (10) days thereafter, mutually select a
third licensed MAI appraiser (the “Arbitrator”) who has the same minimum
qualifications as the Appraisers and who has not previously represented either
party. If the Appraisers cannot agree on the Arbitrator, either party may apply
to the Santa Clara County Superior Court, ex parte with at least three business
days notice to the other party, for the appointment of the Arbitrator and the
court is authorized to appoint an Arbitrator on an ex parte basis. Each
Appraiser shall submit to the Arbitrator his or her determination of the fair
market rate for the Premises and normal and customary increases, and the
support therefore, and the Arbitrator shall decide which Appraiser has most
accurately determined the fair market rate and the normal and customary
increases, which shall constitute the fair market rate and the normal and
customary increases for purposes of this subparagraph, and which decision shall
be final and binding on both Landlord and Tenant. Landlord and Tenant shall
each pay their own Appraiser’s fees and costs and shall each pay one-half (1/2)
of the Arbitrator’s fees and costs.



          2.     Validity of Options: The options to extend granted to Tenant shall not
be deemed to be properly exercised if at the time of exercise, any of the
following events exist: (a) Tenant is in default of this Lease or the Phase 2
Lease beyond any applicable notice and cure period; and/or (b) Tenant has assigned its rights and
obligations under this Lease or the Phase 2 Lease other than pursuant to a
Permitted Assignment as defined under Paragraph 19(D), below; and/or (c) Tenant
and/or its Permitted Assignees are no longer occupying or conducting business
from at least 200,000 rentable square feet of the Total Premises. Tenant’s
Options to Extend are personal to the original Tenant executing this Lease and
Permitted Assignees, and may not be assigned or exercised, voluntarily or
involuntarily, by or to, any person or entity other than the original Tenant
and/or Permitted Assignees.



The options to extend granted to Tenant hereunder shall continue to be valid in
the event Tenant exercises its termination option pursuant to Paragraph 44,
below, and the options shall apply to the Premises as constituted at the
beginning of any Option Period.



3.     POSSESSION: Tenant is currently in possession of the Premises under and
pursuant to the Prior Leases and shall remain in possession of the Premises as
of the Commencement Date under and pursuant to this Lease.



4.     RENT



     A.     Base Rent: Tenant agrees to pay to Landlord at such place as Landlord
may designate by prior written notice without deduction, offset, prior notice,
or demand, and Landlord agrees to accept as Base Rent for the leased Premises,
in lawful money of the United States of America, payable on or before the first
day of each month of the Lease Term, the following monthly amounts for the time
periods as indicated below:




	 	 	 
	August 1, 2003 —
December 31, 2003	 	
$0.00 [see Par. 4B below]
	January 1, 2004 —
July 31, 2004	 	
$256,542.00
	August 1, 2004 —
July 31, 2005	 	
$264,238.26
	August 1, 2005 —
July 31, 2006	 	
$272,165.41
	August 1, 2006 — July 31, 2007	 	
$280,330.37
	August 1, 2007 —
July 31, 2008	 	
$288,740.28
	August 1, 2008 —
July 31, 2009	 	
$297,402.47
	August 1, 2009 —
July 31, 2010	 	
$306,324.54
	August 1, 2010 —
July 31, 2011	 	
$315,514.27
	August 1, 2011 —
July 31, 2012	 	
$324,979.69
	August 1, 2012 —
July 31, 2013	 	
$334,729.08
	August 1, 2013 —
December 31, 2013	 	
$344,770.95



     B.     Base
Rent Abatement: For the period of August 1, 2003 through December
31, 2003 (the “Base Rent Abatement Period”), the monthly Base Rent of
$256,542.00 shall be abated and no Base Rent will be due (the “Basic Rent
Abatement”) during the Base Rent Abatement Period; however, Tenant will be
responsible for all Additional Rent expenses as outlined in Paragraph 4E from
the Commencement Date of the Lease.



     It is acknowledged by the parties that the Base Rent Abatement, set forth
above, is in lieu of Landlord providing any tenant improvement allowance to
Tenant for the installation of tenant improvements in Building D-2750 Coast
(as defined in the Phase 2 Lease).



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August 4, 2003—Final



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     C.     Time for Payment: In the event that the term of this Lease commences on
a date other than the first day of a calendar month, on the date of
commencement of the term hereof Tenant shall pay to Landlord as rent for the
period from such date of commencement to the first day of the next succeeding calendar month that
proportion of the monthly rent hereunder which the number of days between such
date of commencement and the first day of the next succeeding calendar month
bears to thirty (30). In the event that the term of this Lease for any reason
ends on a date other than the last day of a calendar month, on the first day of
the last calendar month of the term hereof Tenant shall pay to Landlord as rent
for the period from said first day of said last calendar month to and including
the last day of the term hereof that proportion of the monthly rent hereunder
which the number of days between said first day of said last calendar month and
the last day of the term hereof bears to thirty (30).



     D.     Late Charge: Notwithstanding any other provision of this Lease, if
Tenant is in default in the payment of Base Rent or Additional Rent as set
forth in this Paragraph 4, or any other amount due under this lease, or any
part thereof, when due, Tenant agrees to pay Landlord, as additional rent, in
addition to the delinquent amount due, a late charge for each payment
delinquent more than five (5) days. Said late charge shall equal five (5%)
percent of the amount in default. Notwithstanding the foregoing, Landlord
hereby waives any late charge applicable to the first two instances in any
calendar year during the Term of this Lease in which Tenant fails to pay rent
on a timely basis as long as Tenant pays such rent within 5 business days after
written notice to Tenant that the rent is past due. Such late charge is in
addition to any other damages incurred by Landlord and is not a waiver of such
other damages.



     E.     Additional Rent:




          1. Additional Rent Obligations. Beginning with the Commencement Date of
the term of this Lease, Tenant shall pay to Landlord in addition to the Base
Rent and as Additional Rent the following:



		
	 	          (a) Tenant’s Proportionate Share (as defined below) of all Taxes relating
to the Complex as set forth in Paragraph 12, and
	 
	 	          (b) Tenant’s Proportionate Share of all insurance premiums relating to the
Complex, as set forth in Paragraph 15 and as limited by Paragraph 4E6 below,
and
	 
	 	          (c) Tenant’s Proportionate Share of expenses for the operation,
management, maintenance and repair of the Buildings (including common areas of
the Buildings) and Common Areas of the Complex as set forth in Paragraphs 7 and
11, and
	 
	 	          (d) All charges, costs and expenses, which Tenant is required to pay
hereunder, together with all interest and penalties, costs and expenses
including, without limitation, attorney’s fees and expenses, that may be
incurred in the event of Tenant’s failure to pay such amounts. In the event of
nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and
remedies with respect thereto as Landlord has for nonpayment of rent.




          2. Estimates. Tenant shall pay to Landlord monthly, in advance, Tenant’s
prorata share of an amount estimated by Landlord to be Landlord’s approximate
average monthly expenditure for such Additional Rent items. On or before March
31 of each year, Landlord shall provide Tenant with a reconciliation between
the actual expenditures for Additional Rent items, Tenant’s Proportionate Share
of such items, and the estimated amounts collected from Tenant, which
reconciliation, once delivered to Tenant, shall be binding upon Landlord. Tenant shall pay to
Landlord, within thirty (30) days after receipt of the reconciliation, its
Proportionate Share of the actual expenses expended by Landlord in excess of
said estimated amounts, or Landlord shall refund to Tenant any amount of
estimated payments made by Tenant in excess of Tenant’s Proportionate Share of
Landlord’s actual expenditures for said Additional Rent items. Landlord shall
provide Tenant reasonably adequate supportive documentation to the
reconciliation. In the event Landlord fails to provide a reconciliation on or
before the March 31 following the applicable calendar year, Tenant shall
deliver a written notice to Landlord requesting such reconciliation and
Landlord shall have thirty (30) days from the date such notice is received to
provide Tenant with a reconciliation. If the Landlord thereafter fails to
provide Tenant with a reconciliation during the thirty (30) day cure period,
Landlord shall not be entitled to collect any shortfall between actual
expenditures and the estimated amounts collected from Tenant; provided,
however, that the foregoing shall not excuse Landlord from providing the
required reconciliation within the cure period set forth above. In the event
Landlord fails to provide Tenant with a reconciliation by March 31 of any year
and Tenant fails to deliver the notice hereinabove set forth, Landlord shall
not be restricted in collecting any shortfall between actual expenditures and
the estimated amounts collected from Tenant. In addition to the foregoing,
Landlord and Tenant shall work together, in good faith, to enable Landlord to
provide Tenant with a, a written budget supporting Landlord’s estimates of
Additional Rent items to be collected from Tenant for the ensuing calendar year
on or before January 15 of each year. In 


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August 4, 2003—Final



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the event any budgets change during
such year, Landlord shall provide Tenant with no less than thirty (30) days’
prior written notice of the change and such notice may provide that estimates
attributable to periods prior to the notice be paid within thirty (30) days.




          3. Survival/Review. The respective obligations of Landlord and Tenant
under this Paragraph shall survive the expiration or other termination of the
term of this Lease, and if the term hereof shall expire or shall otherwise
terminate on a day other than the last day of a calendar year, the actual
Additional Rent incurred for the calendar year in which the term hereof expires
or otherwise terminates shall be determined and settled on the basis of the
statement of actual Additional Rent for such calendar year and shall be
prorated in the proportion which the number of days in such calendar year
preceding such expiration or termination bears to 365. Tenant shall have the
right to review Landlord’s books regarding the calculation of Additional Rent
for the three preceding one year periods, and any such review shall take place
at Landlord’s, or Landlord’s property manager’s offices (at Landlord’s
election), during normal business hours upon reasonable advance written notice
from Tenant.


          4. Calculation of Proportionate Share of Complex. For purposes of this
Lease, and except as set forth below, the term “Proportionate Share’’ means the
total rentable square footage of the Premises divided by the total rentable
square footage of the Complex. The total rentable square footage of the Complex
shall be deemed to equal 614,976 rentable square feet regardless of the actual
square footage. Consequently, as of the Commencement Date of this Lease,
Tenant’s Proportionate Share of the Complex equals thirty-four and 76/100
percent (34.76%). Tenant’s Proportionate Share shall be adjusted to account
for any changes in the rentable square footage of the Premises and/or any
changes in the rentable square footage of the Complex that occur following the
execution of this Lease. Furthermore, as to expenses that relate to part but
not all of the Complex, Landlord may, but shall not be required to, reasonably,
equitably and consistently though out the Complex allocate such expenses to
that portion of the Complex to which such expenses apply and, in that event,
Tenant’s Proportionate Share as to such expenses
shall be as reasonably and equitably determined by Landlord (and such
figure shall be deemed Tenant’s “Proportionate Share” as set forth herein with
respect to such expenses).


          5. Property Management Fee Limitation. Landlord agrees that Tenant’s
obligation to reimburse Landlord for property management fees shall be limited
to two percent (2%) of the Base Rent; provided, however, during the Rent
Abatement Period, Intuit shall pay a property management fee equal to two
percent (2%) of the Base Rent that is being abated as though such Base Rent was
not being abated.


          6. Earthquake Insurance Expense Limitation. Landlord agrees that Tenant’s
Pro Rata Share of earthquake insurance premiums shall be limited to the lesser
of the following: (a) Tenant’s Pro Rata Share based on fifty percent (50%) of
the premiums for such insurance or (b) $0.04 per square foot of the Premises
per month which $0.04 figure shall be increased by three percent (3%) on each
anniversary of the Commencement Date of this Lease. Further, Tenant shall not
obligated to reimburse Landlord for any earthquake insurance deductibles. Any
exclusions hereunder shall also be excluded from reimbursement under any other
Paragraph of this Lease including, without limitation, reimbursements under
Paragraph 4(E)(1)(b), above.

          7. Payments. Any payments required to be made by Tenant for Additional
Rent are required to be made by check or instrument separate from that check or
instrument used by Tenant to make any payments for Base Rent pursuant to
Paragraph 4 A and shall be due at the time Base Rent is due hereunder. With
Landlord’s permission, Tenant may pay by wire transfer to such account as
Landlord may designate or by a single check Additional Rent along with Base
Rent and any rent due and payable under the Phase 2 Lease.


          8. Taxes Billings. Taxes shall be billed separately and prorated for
periods of occupancy and shall be due on the later of December 1st and April
1st of each calendar year, or thirty (30) days following receipt of the tax
bill by Tenant.

          9. Review of Records. Tenant shall have the right, during normal business
hours and at Tenant’s own expense, to audit Landlord’s records concerning
Additional Rent items. In the event a discrepancy of greater than 3% of
Tenant’s correct share of costs is discovered and, as a result of the error,
Tenant overpaid Additional Rent, Landlord shall pay the cost of Tenant’s out of
pocket audit costs to third parties and shall immediately refund to Tenant the
amount of the discrepancy. In the event a discrepancy of greater than 3% of
Tenant’s correct share of costs is discovered and, as a result of the error,
Tenant underpaid Additional Rent, Tenant must disclose the same to Landlord,
and Tenant shall pay to Landlord the additional monies due less Tenant’s out of
pocket audit costs to third parties.


          10. Prior Amortization. Under the Prior Leases Tenant had been reimbursing
Landlord for some expenses incurred by Landlord during the term of the Prior
Lease on an amortized basis, and not all of such expenses have been reimbursed
by Tenant. Tenant agrees that the remaining portion of such expenses 


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August 4, 2003—Final



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that have
not yet been reimbursed by Tenant shall continue to be paid by Tenant, as
Additional Rent hereunder, pursuant to the same reimbursement plan as under the
Prior Leases as though the Prior Leases were not terminated.



     F.     Place of Payment of Rent and Additional Rent: All Base Rent hereunder
and all payments hereunder for Additional Rent shall be paid to Landlord and
shall be delivered to the Landlord’s property manager, Willis and Company, at
1793 Lafayette Street, Suite 220, Santa Clara, 95050, or to such other person
or to such other place as
Landlord may from time to time designate in writing; provided, however,
that Landlord must provide Tenant with at least thirty (30) days prior notice
of any change to the person or place that Base Rent and/or Additional Rent is
to be paid hereunder. All payments must actually be received by their due date.



     G.     Security Deposit: A security deposit shall not be required under this
Lease.



5.     RULES AND REGULATIONS AND COMMON AREA: Subject to the terms and
conditions of this Lease and such Rules and Regulations as Landlord may from
time to time prescribe, Tenant and Tenant’s employees, invitees and customers
shall, in common with other occupants of the Complex in which the Premises are
located, and their respective employees, invitees and customers, and others
entitled to the use thereof, have the non-exclusive right to use the access
roads, parking areas, and facilities as may be provided and designated by
Landlord from time to time for the general use and convenience of the occupants
of the Complex in which the Premises are located, which areas and facilities
are referred to herein as “Common Area”. This right shall terminate upon the
termination of this Lease. Landlord reserves the right from time to time to
make reasonable changes in the shape, size, location, amount and extent of
Common Area including elimination of portions of the common area. All such
changes shall not unreasonably affect Tenant’s access or use of the Premises
and shall not diminish Tenant’s parking rights. Landlord further reserves the
right to promulgate such reasonable and nondiscriminatory rules and regulations
relating to the use of the Common Area, and any part or parts thereof, as
Landlord may deem appropriate for the best interests of the occupants of the
Complex. The Rules and Regulations shall be binding upon Tenant upon delivery
of a copy of them to Tenant, and Tenant shall abide by them and cooperate in
their observance. Landlord may reasonably amend such Rules and Regulations from
time to time, with at least thirty (30) days advance notice to Tenant, in a
non-discriminatory manner, and all amendments shall be effective no sooner than
thirty (30) days after delivery of a copy to Tenant. Landlord shall enforce
said Rules and Regulations against Tenant in a nondiscriminatory manner, and
shall enforce said Rules and Regulations against all other tenants and
occupants in the Complex whose violation of said Rules and Regulations
materially and detrimentally impacts Tenant’s business. Notwithstanding the
foregoing, if there is a conflict between the Rules and Regulations and the
terms of this Lease, the terms of this Lease shall control.



     Landlord shall operate, manage and maintain the Common Area in a first
class standard of maintenance and repairs and shall keep the Common Areas in
good and sanitary condition.



6.     PARKING: Tenant shall have the right to use with other tenants or
occupants of the Complex its Proportionate Share of the non exclusive non
reserved parking spaces in the common parking areas of the Complex. Tenant
agrees that Tenant, Tenant’s employees, agents, representatives and/or invitees
shall not use parking spaces outside of the Complex parking allocated to Tenant
hereunder. Landlord shall have the right, at Landlord’s sole discretion, to
specifically designate the location of Tenant’s parking spaces or any other
tenant’s parking spaces within the common parking areas of the Complex, in
which event Tenant agrees that Tenant, Tenant’s employees, agents,
representatives and/or invitees shall not use any parking spaces other than
those parking spaces specifically designated by Landlord for Tenant’s use. Said
parking spaces, if specifically designated by landlord to Tenant, may be
relocated by Landlord at
any time, and from time to time. Landlord reserves the right, at
Landlord’s sole discretion, to rescind any specific designation of parking
spaces, thereby returning Tenant’s parking spaces to the common parking area.
Landlord shall give Tenant written notice of any change in Tenant’s parking
spaces; provided, however, that in no event shall any such change materially
diminish the number of parking spaces available to Tenant. Tenant shall not, at
any time, park, or permit to be parked, any trucks or vehicles adjacent to the
loading areas so as to interfere in any way with the use of such areas, nor
shall Tenant at any time park, or permit the parking of Tenant’s trucks or
other vehicles or the trucks and vehicles of Tenant’s suppliers or others, in
any portion of the common area not designated by Landlord for such use by
Tenant. Tenant shall not park any inoperative vehicles or equipment on any
portion of the common parking area or other common areas of the Complex. Tenant
agrees to assume responsibility for compliance by its employees with the
parking provision contained herein. If Tenant or its employees park in other
than such designated parking areas, then Landlord may charge Tenant, as an
additional charge, and Tenant agrees to pay, Fifty Dollars ($50.00) per day for
each day or partial day each such vehicle is parked in any area other than that
designated. Tenant hereby authorizes Landlord at Tenant’s sole expense to tow
away from the Complex any vehicle belonging to Tenant or Tenant’s employees
parked in violation of these provisions, or to attach violation notices to such
vehicles. Tenant shall use the parking areas for vehicle parking only, and
shall not use the parking areas for storage.



Charleston Intuit Lease

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7.     EXPENSES OF OWNERSHIP, OPERATION, MANAGEMENT AND MAINTENANCE OF THE
COMPLEX, PREMISES AND BUILDING IN WHICH THE PREMISES ARE LOCATED



     A.     Landlord’s Maintenance Obligations; Tenant’s Share: Landlord, at
Landlord’s expense (but subject to any reimbursement obligations set forth in
this Lease), shall maintain, in a first class standard of maintenance and
repair, (i) all Common Areas in the Complex, (ii) the structural portion of the
Premises, (iii) all exterior portions of the Premises (including, without
limitation, the foundations, exterior walls, exterior roof, and the roof
membrane) excluding, however, exterior doors, loading dock doors, door
encasements, exterior windows, window frames, plate glass, glazing, loading
docks, and HVAC systems, (iv) landscaped areas, (v) lakes, (vi) parking lots,
(vii) sidewalks, (viii) driveways, (ix) exterior fixtures and exterior
electrical (excluding Tenant’s signage and items installed by Tenant), (x)
mechanical and plumbing systems outside of Tenant’s Premises.



     Unless otherwise set forth in this Lease, expenses for the repair or
replacement of the structural portions of the Premises (structural walls,
structure of the roof, and Building foundations) shall not be charged to Tenant
as Additional Rent items unless this Lease expressly provides to the contrary,
or unless the need for such repair or replacement was caused by the negligence,
intentional misconduct or breach of this Lease by Tenant or any of Tenant’s
invitees, guests, or agents.



     Except as set forth in Paragraph 7D below, or except as otherwise
specifically excluded pursuant to the terms of this Lease, as Additional Rent
and in accordance with Paragraph 4 E of this Lease, Tenant shall pay to
Landlord Tenant’s Proportionate Share of all expenses of the ownership,
operation, management, maintenance and repair of the Complex, including, but
not limited to, license, permit and inspection fees; utility charges associated
with exterior landscaping and lighting (including water and sewer charges); all
charges incurred in the maintenance of landscaped areas, lakes, parking
lots, sidewalks, driveways; maintenance, repair and replacement of all
exterior fixtures and exterior electrical, mechanical and plumbing systems;
exterior surfaces of the buildings; salaries and employee benefits of personnel
employed by Landlord who provide services for the Complex which is directly
attributable to services provided to the Complex, and payroll taxes applicable
thereto and supplies, materials, equipment and tools.





		
	 	     1. Structural Alterations to Comply With Laws. If, on the date this Lease
is fully executed, structural alterations (structural walls, structure of the
roof, and Building foundations) are required to comply with applicable laws, or
in the event such applicable laws are changed which changes require such
structural alterations, the cost of such alterations shall be borne by Landlord
and Tenant shall not be required to reimburse Landlord for any share of such
costs, unless such alterations are caused by any of the following in which case
Tenant shall bear the sole responsibility and costs for performing such
alterations:




		
	 	     (a) Tenant’s unique use of the Premises, as opposed to
general office use,
	 
	 	     (b) damage to the Premises (other than normal wear and tear) caused by
Tenant, or any employee, contractor, agent, invitee, guest, or supplier of
Tenant, or
	 
	 	     (c) alterations or improvements constructed by or on behalf of Tenant that
require such alterations to be made, as opposed to alterations that trigger an
unrelated code compliance upgrade (for example: if construction by Tenant of
additional offices require extra structural support for such offices, the cost
of such extra support shall be borne entirely by Tenant, however, if
construction of additional offices triggers the requirement to install seismic
retrofitting to comply with a previous years code change, which code change is
not related to the additional offices, but which is the result of any new
construction, then Landlord shall bear the cost of such code upgrade
alterations).
	 
	 	     It is acknowledged that Landlord shall only be required to make such
alterations that are actually required to prevent the Premises from being in
violation of such codes at such time, as opposed to making alterations to bring
the Premises up to current building codes even though existing improvements do
not require current alterations because such improvements are “grandfathered”.





		
	 	     2. Capital Expenditures. Tenant’s Proportionate Share of the total cost of
any individual capital expenditure (as defined under generally accepted
accounting principals (“GAAP”)) which exceeds $20,000 which are not otherwise
excluded from Tenant’s reimbursement requirements shall be amortized monthly on
a straight line basis over the actual useful life of the capital
expenditure (in
Landlord’s reasonable and good faith estimate) (“Capital Expenditure Amount”).
Landlord shall be entitled to immediately expense any individual capital
expenditure the total cost of which is less than $20,000, and such capital
expenditure shall not be deemed a Capital Expenditure Amount under this
paragraph. The monthly amortization of any Capital Expenditure Amount shall be
over such number of months of actual useful life of the improvement, as
reasonably determined by Landlord, and shall include interest in the amount of
5%. The $20,000 amount, referred to above, shall be increased on each
anniversary of the Commencement Date of this Lease based upon the change in the



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Consumer Price Index. Such annual adjustments shall be calculated upon the
basis of the percentage change in the Consumer Price Index, All Urban
Consumers, San Francisco-Oakland Metropolitan Area, All Items (1982-84 equals
100) as published by the U.S. Department of Labor, Bureau of Labor Statistics,
as such Index was revised effective January, 1987 (the “Index”). The Index
published for the month closest to the adjustment date shall be compared with
the Index published for the month closest to the beginning of the immediately
preceding Lease year to determine the percentage increase in such $20,000 (as
it may have been adjusted for prior years). If the Index is discontinued or
revised during the term, such other government index or computation with which
it is replaced shall be used in order to obtain substantially the same result
as would be obtained if the Index had not been discontinued or revised. Except
as otherwise provided in this Lease, all other capital expenditures shall be
reimbursed, without amortization, as set forth in
Paragraph 4 E of this Lease.



     B.     Buildings and Premises: Notwithstanding anything contained in the Lease
to the contrary, Tenant shall, at its sole cost and expense, keep and maintain
(i) the interior of the Premises (including appurtenances), (ii) exterior
doors, loading dock doors, and door encasements, (iii) exterior windows, window
frames, plate glass, and glazing, and every part thereof in a first dass
standard of maintenance and repair, and in good and sanitary condition.
Tenant’s maintenance and repair responsibilities herein referred to include,
but are not limited to: all windows, window frames, plate glass, glazing, truck
doors, loading docks, interior plumbing systems (such as interior water and
drain lines, sinks, toilets, faucets, drains, showers and water fountains),
interior electrical systems (such as interior panels, conduits, outlets,
lighting fixtures, lamps, bulbs, tubes, ballasts), heating and air-conditioning
systems exterior or interior (such as compressors, fans, air handlers, ducts,
mixing boxes, thermostats, time docks, boilers, heaters, supply and return
grills), all interior improvements in the Premises including but not limited to
wall coverings, window coverings, carpets, floor coverings, partitioning,
ceilings, doors (both interior and exterior, including closing mechanisms,
latches, locks), skylights, automatic fire extinguishing systems, and all other
interior improvements of any nature whatsoever.



     C.     Tenant Waivers: Tenant hereby waives all rights under, and benefits of,
subsection 1 of Section 1932 and Section 1941 and 1942 of the California Civil
Code and under any similar law, statute or ordinance now or hereafter in
effect.



     D.     Exclusion from Additional Rent: “Additional Rent” as used herein shall
not include and are excluded, as reimbursable costs from Tenant to Landlord all
of the following:




		
	 	     1. Any fines, costs, penalties or interest.
	 
	 	     2. Rental payments pursuant to any ground lease of land underlying all or any of the Complexes.
	 
	 	     3. Any costs of any services sold or provided to tenants or other
occupants for which Landlord or Managing Agent is entitled to be reimbursed by
such tenants or other occupants.
	 
	 	     4. Acquisitions costs for sculptures, paintings,
or other objects of art.
	 
	 	     5. Costs for
which Landlord has been compensated by a management fee; for
example, accounting costs necessary to operate the Complex and report its
financial status to the Landlord.
	 
	 	     6. Depreciation (except as specifically provided
above.
	 
	 	     7. Interest on and amortization of debts.
	 
	 	     8. Leasehold improvements including redecorating spaces occupied or to be
occupied by other tenants of the Complex.
	 
	 	     9. Brokerage commissions and advertising expenses for procuring new
tenants of the Complex.
	 
	 	     10. Financing or refinancing costs.
	 
	 	     11. The cost of any item included as an Additional Rent item to the extent
that such cost is reimbursed by an insurance company, a condemnor, a tenant, or
any other third party; provided, however, that if a reimbursed item was
previously included as an Additional Rent item, and such reimbursement shall
reduce the Additional Rent items in the period in which the reimbursement
occurs.
	 
	 	     12. Expenses, costs, liabilities, fines or penalties incurred as a result
of or attributable to Landlord’s or its agents’,
employees’, contractors’,
guests’ or invitees’ negligent acts or omissions, breach of lease 



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or contract
or violation of governmental laws, statutes, codes, ordinances, rules,
regulations, orders or other governmental requirements.







                 13. Accounting, legal and other fees incurred in connection with
preparation, negotiation or enforcement of leases, or any costs associated with
preparing any space for occupancy, including any tenant improvement work or
allowance for such space to be leased.


                 14. Labor costs, including salaries, fringe benefits and other costs for
other than full-time on-site personnel to the extent such costs are
attributable to work at a complex other than the Complex.


                 15. Any costs or expenses associated with or in any way related to
Hazardous Materials (as defined in Paragraph 42, below) or the monitoring,
remediation or removal thereof.


                 16. Any costs or expenses not actually and reasonably incurred by Landlord
and believed by Landlord in good faith to be properly included as an Additional
Rent item.


                 17. Any costs or expenses which are, by the terms of this Lease, required
to be borne solely by Landlord without reimbursement.


8.     ACCEPTANCE AND SURRENDER OF PREMISES: Landlord represents to its knowledge
without any investigation, nor the duty to investigate, and with the parties
acknowledgement that the Tenant has been occupying the Premises for the past
eight (8) years, that as of the Commencement Date of this Lease, Landlord is
not aware of any defect in the roofs, structural components, heating,
ventilating, and air conditioning systems, electrical and plumbing systems,
parking lots and site lighting, of the Premises and/or the Complex upon which
the Premises are located. Subject to Landlord’s representations and warranties
contained elsewhere in this Lease, Tenant accepts the Premises as being in good
and sanitary order, condition and repair and accepts the Premises in their
present condition and without representation or warranty by Landlord as to the
condition of the Premises or as to the use or occupancy which may be made
thereof. Any exceptions to the foregoing must be by written agreement executed
by Landlord and Tenant. Tenant agrees on the last day of the Lease term, or on
the sooner
termination of this Lease, to surrender the Premises promptly and peaceably to
Landlord in good condition and repair (damage by Acts of God, fire or normal
wear and tear excepted), with all interior walls repaired, if damaged, and with
all alterations, additions and improvements which may have been made in, to, or
on the Premises (except movable trade fixtures installed at the expense of
Tenant), except as to alterations which Tenant is required to remove or restore
as set forth below. Tenant, on or before the end of the term or sooner
termination of this Lease, shall remove all of Tenant’s personal property and
trade fixtures from the Premises, and all property not so removed on or before
the end of the term or sooner termination of this Lease shall be deemed
abandoned by Tenant and title to same shall thereupon pass to Landlord without
compensation to Tenant. Landlord may, upon termination of this Lease, remove
all moveable furniture and equipment so abandoned by Tenant, at Tenant’s sole cost, and repair any damage caused by such removal at Tenant’s sole cost.
Nothing contained herein shall be construed as an extension of the term hereof
or as consent of Landlord to any holding over by Tenant. The voluntary or other
surrender of this Lease or the Premises by Tenant or a mutual cancellation of
this Lease shall not work as a merger and, at the option of Landlord, shall
either terminate all or any existing subleases or subtenancies or operate as an
assignment to Landlord of all or any such subleases or subtenancies.



9.     ALTERATIONS AND ADDITIONS



     A.     Alterations: Tenant shall not make, or suffer to be made, any
alteration or addition to the Premises, or any part thereof, exceeding Twenty
Five Thousand Dollars ($25,000) in cost, without the written consent (which
shall not be unreasonably withheld, conditioned, or delayed) of Landlord first
had and obtained by Tenant. Any addition to, or alteration of, the Premises,
except moveable furniture and trade fixtures, shall at once become a part of
the Premises and belong to Landlord. If Landlord consents to the making of any
alteration, addition, or improvement to or of the Premises by Tenant, the same
shall be made at Tenant’s sole cost and expense. Except as otherwise expressly
set forth to the contrary, any modifications to the Building or Building
systems required by governmental code or otherwise as a result of Tenant’s
alterations, additions or improvements shall be made at Tenant’s sole cost and
expense. Tenant shall retain title to all moveable furniture and trade fixtures
placed in the Premises. All heating, lighting, electrical, air conditioning,
attached partitioning, drapery, carpeting and floor installations made by
Tenant, together with all property that has become an integral part of the
Premises, shall not be deemed trade fixtures. Tenant agrees that it will not
proceed to make any alterations or additions the total cost of which exceeds
Twenty Five Thousand Dollars ($25,000), without having obtained consent from
Landlord to do so, and until five (5) days after written notice to Landlord of
Tenant’s intention to commence such work in order that Landlord may post
appropriate notices to avoid any liability to contractors or material suppliers
for payment for Tenant’s improvements. Tenant shall at all times permit such
notices to be posted and to remain posted until the completion of work. Tenant
shall, if required by Landlord,


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secure at Tenant’s own cost and expense, a
completion and lien indemnity bond, reasonably satisfactory to Landlord for
work in excess of $300,000. Tenant further covenants and agrees that any
mechanic’s liens filed against the Premises or against the Complex for work
claimed to have been done for, or materials claimed to have been furnished to
Tenant, will be discharged by Tenant, by bond or otherwise, within thirty (30)
days after the filing thereof, at the cost and expense of Tenant. Any
exceptions to the foregoing must be made in writing and executed by both
Landlord and Tenant.



     B.     Manner of Alterations: Any alterations or additions made by Tenant to
the Premises, whether or not such work requires Landlord’s approval hereunder,
shall be constructed in a first class manner. Landlord shall have the right, at
its sole cost and expense, and upon no less than 2 business days’ prior written
notice, to inspect any alterations or additions at any stage of its completion
to determine whether or not such work is being constructed in compliance with
approved plans. At the completion of each alteration or addition, Tenant shall
deliver a complete set of as-built drawings to Landlord.



     C.     Cost of Alterations: Except as otherwise expressly set forth herein to
the contrary, all cost of construction including demolition, architectural, drawings, permitting fees, etc, shall be paid by Tenant.



     D.     Restoration: At the time any alterations, additions or improvements are
requested by Tenant, which request shall include a detailed description and
depiction of such alterations, additions or improvements, Tenant may request
that Landlord inform Tenant whether such alterations, additions or improvements
must be removed and the Premises be restored to the original condition upon
Lease expiration or termination. If Landlord fails to inform Tenant that it
must restore the Premises at the Lease expiration, than Tenant shall have no
obligation to restore the Premises at Lease expiration. If Landlord requires
Tenant to so restore, such restoration shall be at Tenant’s sole cost and
expense.



               1. Alterations Performed By Tenant Prior to Execution of This Lease:
Landlord accepts the alterations, additions and improvements performed to date
upon the Premises under the Prior Leases and Tenant shall not be required to
remove such alterations, additions and improvements as they currently exist.
Within fifteen (15) days of the execution of this Lease, Tenant shall deliver
to Landlord all layout plans in Tenant’s possession with the understanding that
Tenant does not warrant the accuracy of such plans. Landlord shall have the
right, but not the obligation, to enter the Premises to determine the correct
condition of the Premises. Tenant shall cooperate with Landlord in documenting
the current condition of the Premises.


     E.     Contractors: Tenant shall have the right to employ architects, general
contractors or subcontractors of its choosing, licensed in California where
required by law, for any alterations desired to be made to the Premises leased
hereunder. Landlord shall not charge Tenant for any construction management
fees, supervision fees or plan review fees Landlord incurs in connection with
any of the alterations Tenant may make to the Premises.



10.     Intentionally Deleted.



11.     UTlLlTlES OF THE BUILDING IN WHICH THE PREMISES ARE LOCATED:



Tenant shall pay promptly, as the same become due, all charges for separately
metered water, gas, electricity, telephone, telex and other electronic
communications service, sewer service, waste pick-up and any other utilities,
materials or services furnished directly to or used by Tenant on or about the
Premises during the term of this Lease, including, without limitation, any
temporary or permanent utility surcharge or other exactions whether or not
hereinafter imposed. In addition, for any Premises not separately metered,
Tenant shall pay, as Additional Rent, its pro rata share of the cost of any
utility service not so separately metered, such pro rata share shall be
determined by dividing the rentable square footage of the portion of the
Premises included in the
utility bill by the total rentable square footage of all rentable space
included in such utility bill, and the pro-rata share not reimbursable by
Tenant hereunder shall not be reimbursable to Landlord under the other expense
reimbursement provisions of this Lease. If, however, Landlord determines that
any tenant (including Tenant) is using a disproportionate amount of any utility
service not separately metered, then Landlord shall charge that tenant the
amount estimated by Landlord to be the disproportionate amount and such payment
by such other tenant shall not be charged to the other tenants.



     Landlord shall not be liable for and Tenant shall not be entitled to any
abatement or reduction of rent by reason of any interruption or failure of
utility services to the Premises when such interruption or failure is caused by
accident, breakage, repair, strikes, lockouts, or other labor disturbances or
labor disputes of any nature, or by any other cause, similar or dissimilar,
beyond the reasonable control of Landlord. Notwithstanding the foregoing,
Tenant shall be entitled to an abatement of rent for any interruption or
failure of utility services to the Premises when such interruption or failure
is caused by Landlord or its employees, agents or contractors, which abatement
shall be based on the degree to which Tenant is unable to utilize the 


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Premises
due to such interruption or failure. In addition, in the event there is any
interruption in any utility service, Landlord will cooperate with Tenant in
having such utility service restored as quickly as possible.



12.     TAXES



     A.     Real
Property Taxes



     As Additional Rent and in accordance with Paragraph 4E of this Lease,
Tenant shall pay to Landlord Tenant’s Proportionate Share of all Real Property
Taxes. The term “Real Property Taxes”, as used herein,
shall mean (i) all taxes,
assessments, levies and other charges of any kind or nature whatsoever, general
and special, foreseen and unforeseen (including all installments of principal
and interest required to pay any general or special assessments for public
improvements and any increases resulting from reassessments caused by any
change in ownership of the Complex) now or hereafter imposed during the Term of
Lease by any governmental or quasi-governmental authority or special district
having the direct or indirect power to tax or levy assessments, which are
levied or assessed against, or with respect to the value, occupancy or use of,
all or any portion of the Complex (as now constructed or as may at any time
hereafter be constructed, altered, or otherwise changed) or Landlord’s interest
therein; any improvements located within the Complex (regardless of ownership);
the fixtures, equipment and other property of Landlord, real or personal, that
are an integral part of and located in the Complex; or parking areas, public
utilities, or energy within the Complex; (ii) all charges, levies or fees
imposed by reason of environmental regulation or other governmental control of
the Complex; and (iii) all costs and fees (including attorney’s fees) incurred
by Landlord in contesting any Real Property Tax and in negotiating with public
authorities as to any Real Property Tax. In the event said contesting results
in a refund or Real Property Taxes, Tenant shall be credited with the
appropriate Proportionate Share of said refund reflecting Tenant’s period of
occupancy. If at any time during the term of this Lease the taxation or
assessment of the Complex prevailing as of the Commencement Date of this Lease
shall be altered so that in lieu of or in addition to any Real Property Tax
described above there shall be levied, assessed or imposed (whether by reason
of a change in the method of taxation or assessment, creation of a new tax or
charge, or any other cause) an alternate or additional tax or
charge (i) on the value, use or occupancy of the Complex or Landlord’s
interest therein or (ii) on or measured by the gross receipts, gross income or
gross rentals from the Complex, on Landlord’s business of leasing the Complex,
or computed in any manner with respect to the operation of the Complex, then
any such tax or charge, however designated, shall be included within the
meaning of the term “Real Property Taxes” for purposes of this Lease. If any
Real Property Tax is based upon property or rents unrelated to the Complex,
then only that part of such Real Property Tax that is fairly allocable to the
Complex shall be included within the meaning of the term “Real Property Taxes”.
Notwithstanding the foregoing, the term “Real Property Taxes” shall not include
estate, inheritance, gift or franchise taxes of Landlord or the federal, state
or local net income tax, capital gains taxes, excess profits, capital stock
taxes or other taxes not uniquely attributable to the Buildings or the Complex,
imposed on Landlord or any of its shareholders, partners, members,
beneficiaries or other owners of a beneficial interest in Landlord, nor shall
it include any penalties, interest, fines or other similar charges. In
addition, “Real Property Taxes” shall not include any increases resulting from
any new construction, unless such new construction is by or on behalf of
Tenant; development fees and increased taxes (in lieu of development fees)
pursuant to any development agreement or similar arrangement; any documentary
transfer tax, corporation, limited liability company or other entity gross
receipts tax, sales or use tax; or any portion of any tax or assessment not
properly and equitably allocable to the period in question (and if Landlord
elects to pay any bond or assessment over less than the longest time
permissible by law, the portion of such payment included in Real Estate Taxes
for any period shall not exceed the amount that would have been payable for the
period had Landlord instead paid over the longest period permissible by law).
In no event shall any portion of any tax or assessment properly allocable to
any period of time beyond the term of this Lease be included in Real Estate
Taxes.



     B.     Taxes on Tenant’s Property




               1. Tenant shall be liable for and shall pay before delinquency, taxes
levied against any personal property or trade fixtures placed by Tenant in or
about the Premises. If any such taxes on Tenant’s personal property or trade
fixtures are levied against Landlord or Landlord’s property or if the assessed
value of the Premises is increased by the inclusion therein of a value placed
upon such personal property or trade fixtures of Tenant and if Landlord, after
written notice to Tenant, pays the taxes based on such increased assessment,
which Landlord shall have the right to do regardless of the validity thereof,
but only under proper protest if requested by Tenant, Tenant shall upon demand,
as the case may be, repay to Landlord the taxes so levied against Landlord, or
the proportion of such taxes resulting from such increase in the assessment;
provided that in any such event Tenant shall have the right, in the name of
Landlord and with Landlord’s full cooperation, to bring suit in any court of
competent jurisdiction to recover the amount of any such taxes so paid under
protest, and any amount so recovered shall belong to Tenant.


               2.     If any tenant improvements in the Premises, whether installed, and/or
paid for by Landlord or Tenant and whether or not affixed to the real property
so as to become a part thereof, are assessed


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for Real Property Tax purposes at
a valuation higher than the valuation at which standard office improvements in
other space in the Complex are assessed, then the Real Property Taxes and
assessments levied against Landlord or the Complex by reason of such excess
assessed valuation shall be deemed to be taxes levied against personal property
of Tenant and shall be
governed by the provisions of 12A(i), above. If the records of the County
Assessor are available and sufficiently detailed to serve as a basis for
determining whether said Tenant improvements are assessed at a higher valuation
than standard office improvements in other space in the Complex, such records
shall be binding on both the Landlord and the Tenant. If the records of the
County Assessor are not available or sufficiently detailed to serve as a basis
for making said determination, the actual cost of construction shall be used.



13.     TENANTS LIABILITY INSURANCE: Tenant, at Tenant’s expense, agrees to
keep in force during the term of this Lease a policy of commercial general
liability insurance with a combined single limit in the amount of
$5,000,000/5,000,000 per occurrence/aggregate. The policy or policies affecting
such insurance, certificates of which shall be furnished to Landlord, shall
name Landlord as additional insured, and shall insure any liability of
Landlord, contingent or otherwise, as respects acts or omissions of Tenant, its
agents, employees or invitees or otherwise by any negligent conduct of any of
said persons in or about or concerning the Premises; shall be issued by an
insurance company admitted to transact business in the State of California; and
shall provide that the insurance effected thereby shall not be canceled, except
upon thirty (30) days’ prior written notice to Landlord; and shall have
commercially reasonable deductibles similar to those typically held by
companies of similar size and characteristics of Tenant. If, during the term of
this Lease, in the reasonable opinion of Landlord’s Lender, insurance advisor
or counsel, the amount of insurance described in this Paragraph is not
adequate, Tenant agrees to increase said coverage to such reasonable amount as
Landlord’s Lender, insurance advisor or counsel shall deem adequate. All
insurance required pursuant to this Paragraph to be carried by Tenant shall be
(i) primary and noncontributory with any Landlord insurance (ii) shall provide
severability of interests between or among insureds (iii) shall be issued by
insurers licensed to do business in the State in which the Premises are
located, and (iv) shall be issued by insurers which are rated A:VII or better
by Best’s Key Rating Guide. All insurance required hereunder may be held by
Tenant under blanket policies of insurance.



14.     TENANT’S PERSONAL PROPERTY INSURANCE AND WORKER’S COMPENSATION INSURANCE:
Tenant shall maintain a special form property policy (“Special Form”) with a
sprinkler leakage endorsement insuring the personal property, inventory, trade
fixtures and leasehold improvements within the leased Premises for the full
replacement value thereof. The proceeds from any of such policies shall be used
for the repair or replacement of such items so insured. Tenant shall also
maintain such policy or policies of worker’s compensation insurance and such
other employee benefit insurance sufficient to comply with all laws.



15.     PROPERTY INSURANCE: Landlord shall purchase and keep in force and, as
Additional Rent in accordance with Paragraph 4E of this Lease, and subject to
such limitations on reimbursement obligations as may be provided elsewhere in
this Lease, Tenant shall pay to Landlord Tenant’s Proportionate Share of the
cost of a policy or policies of insurance covering loss or damage to the
Premises and Complex in an amount up to the full replacement value thereof,
providing protection against those perils included within the classification of
“Special Form” insurance and flood and/or earthquake insurance, if available,
plus a policy of rental income insurance in the amount of one hundred (100%)
percent of twelve (12) months Base Rent and Additional
Rent, and also a policy of comprehensive public liability insurance with
minimum limits in the amount of at least $1,000,000/1,000,000 for injuries to
or death of persons occurring in, on or about the Premises or the Complex. If
such insurance cost is increased due to Tenant’s use of the Premises or the
Complex, Tenant agrees to pay to Landlord the full cost of such increase.
Tenant shall have no interest in nor any right to the proceeds of any insurance
procured by Landlord for the Complex.



     Landlord and Tenant do each hereby respectively release the other, to the
extent of insurance proceeds actually received, from any liability for loss or
damage caused by fire or any of the other coverage events included in the
releasing party’s insurance policies, irrespective of the cause of such fire or
casualty; provided, however, that if the insurance policy of either releasing
party prohibits such waiver, then this waiver shall not take effect until
consent to such waiver is obtained. If such waiver is so prohibited, the
insured party affected shall promptly notify the other party thereof.



16.     INDEMNIFICATION: Landlord shall not be liable to Tenant and Tenant
hereby waives all claims against Landlord, and all of Landlord’s partners,
managers, employees, and agents, for any injury to or death of any person or
damage to or destruction of property in or about the Premises or the Complex by
or from any cause whatsoever, including, without limitation, gas, fire, oil,
electricity or leakage of any character from the roof, walls, basement or other
portion of the Premises or the Complex but excluding, however, the negligence or
willful misconduct of Landlord or its agents, employees or contractors, and
except and excluding claims resulting from the breach by Landlord of any of its
representations, warranties, covenants or obligations under this Lease. Except
to the extent injury to persons or damage to property is the result of the
negligence or willful misconduct of Landlord or any of its agents, employees or
contractors, and except and excluding claims resulting from the


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breach by
Landlord of any of its representations, warranties, covenants or obligations
under this Lease, Tenant shall hold Landlord, and Landlord’s partners,
managers, employees, and agents, harmless from and defend Landlord, and any of
Landlord’s partners, managers, employees, and agents, against any and all
expenses, including reasonable attorney’s fees, in connection therewith,
arising out of (a) any injury to or death of any person, or damage to or
destruction of property, occurring in, on or about the Premises, or any part
thereof, from any cause, or by any person or entity, whatsoever, (b) Tenant’s
breach of this Lease, (c) Tenant or Tenant’s agents, employees, contractors,
guests and/or invitees negligence or intentional wrongdoing, (d) Tenant’s
failure to surrender the Premises in violation of the terms of this Lease
(including damages as a result of claims made by any succeeding tenant or lost
profits as a result thereof).



17.     COMPLIANCE: Except as set forth in Paragraph 7A1, Tenant, at its sole
cost and expense, shall promptly comply with all laws, statutes, ordinances and
governmental rules, regulations or requirements now or hereafter in effect;
with the requirements of any board of fire underwriters or other similar body
now or hereafter constituted; and with any direction or occupancy certificate
issued pursuant to law by any public officer. The judgment of any court of
competent jurisdiction or the admission of Tenant in any action against Tenant,
whether Landlord be a party thereto or not, that Tenant has violated any such
law, statute, ordinance or governmental rule, regulation, requirement,
direction or provision, shall be conclusive of that fact as between Landlord
and Tenant. Tenant shall, at its sole cost and expense, comply with any and all
requirements pertaining to said Premises, of any insurance organization or
company, necessary for the maintenance of reasonable fire and public liability
insurance covering the Premises.



18.     LIENS: Tenant shall keep the Premises and the Complex free from any
liens arising out of any work performed, materials furnished or obligation
incurred by Tenant. In the event that Tenant shall not, within thirty (30) days
following the imposition of such lien, cause the same to be released of record,
Landlord shall have, in addition to all other remedies provided herein and by
law, and upon no less than 5 business days’ prior written notice to Tenant, the
right, but no obligation, to cause the same to be released by such means as it
shall deem proper, including payment of the claim giving rise to such lien. All
sums paid by Landlord for such purpose, and all expenses incurred by it in
connection therewith, shall be payable to Landlord by Tenant on demand with
interest at the prime rate of interest as quoted by the Bank of America.



19.     ASSIGNMENT AND SUBLETTING: The following provisions shall apply to any
assignment, subletting or other transfer by Tenant or any subtenant or assignee
or other successor in interest of the original Tenant (collectively referred to
in this Paragraph as “Tenant”):




               A. Except for Permitted Assignments as provided below, Tenant shall not do
any of the following (collectively referred to herein as “Transfer”), whether
voluntarily, involuntarily, or by operation of law, without the prior written
consent of Landlord, which consent shall not be unreasonably withheld or
delayed: (i) assign or otherwise transfer its interest in this Lease or in the
Premises; (ii) sublet all or any part of the Premises or allow it to be sublet,
occupied, or used by any person or entity other than Tenant;
(iii) transfer any
right appurtenant to this Lease or the Premises; or (iv) mortgage or encumber
the Lease (or otherwise use the Lease as a security device) in any manner.
Tenant shall reimburse Landlord for all reasonable costs and attorney’s fees
incurred by Landlord in connection with the processing and/or documentation of
any requested Transfer, whether or not Landlord’s consent is granted. Any
Transfer so approved by Landlord shall not be effective until Tenant has paid
all such costs and attorneys’ fees to Landlord and delivered to Landlord an
executed counterpart of the document evidencing the Transfer which (i) is in
form approved by Landlord, (ii) contains the same terms and conditions as
stated in Tenant’s notice given to Landlord pursuant to subparagraph 6, below,
and (iii) with respect to an assignment, contains the agreement of the proposed
Transferee to assume all obligations of Tenant under this Lease. Any attempted
Transfer without Landlord’s consent shall constitute a default by Tenant and
shall be voidable at Landlord’s option. Landlord’s consent to any one Transfer
shall not constitute a waiver of the provisions of this Paragraph as to any
subsequent transfer nor consent to any subsequent Transfer. No Transfer, even
with the consent of Landlord, shall relieve Tenant of its personal and primary
obligation to pay the rent and to perform all of the other obligations to be
performed by Tenant hereunder. The acceptance of rent by Landlord from any
person shall not be deemed to be a waiver by Landlord of any provision of this
Lease nor to be consent to any Transfer.



               B. Tenant shall give Landlord at least ten (10) business days prior
written notice of any desired Transfer to a sublessee and at least thirty (30)
days prior written notice of any desired Transfer to an assignee, and such
notice with respect to either a sublease or an assignment shall contain all of
the proposed terms of such Transfer including but not limited to (i) the name
and legal composition of the proposed Transferee; (ii) an audited financial
statement, if available, or an un-audited financial statement if an audited
statement is not available, of the Transferee for a period ending not more than
one year prior to the proposed effective date of the Transfer;
(iii) the nature
of the proposed Transferee’s business to be carried on in the Premises; (iv)
all consideration to be given on account of the Transfer; and (v) such other
information as
may be reasonably requested by Landlord within such ten (10) day period.
Tenant’s notice shall not be deemed to



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have been served or given until such
time as Tenant has provided Landlord with all information required by
subparagraphs (i) through (iv) of this subparagraph.




               C. In the event that Tenant seeks to make any Transfer, Landlord shall
have the right to reasonably withhold its consent to such Transfer, as
permitted pursuant to this Paragraph, or to exercise any of the rights set
forth in this subparagraph, by giving Tenant written notice of its election
within ten (10) business days after receipt of Tenant’s notice of intent to
Transfer to a sublessee, and within thirty (30) days after receipt of Tenant’s
notice of intent to Transfer to an assignee. In the event Landlord fails to
provide Tenant with notice that it is withholding its consent to the proposed
Transfer within such ten (10) business day period for a Transfer to a sublessee
or such thirty (30) day period for a Transfer to an assignee, then Landlord
shall be deemed to have rejected the proposed Transfer. Without otherwise
limiting the criteria upon which Landlord may withhold its consent to any
proposed Transfer, if Landlord withholds its consent where the proposed
assignee’s or subtenant’s anticipated use of the Premises involves the storage,
use or disposal of Hazardous Material in amounts not typically used in an
office environment, such withholding of consent shall be presumptively
reasonable.



               In addition to Landlord’s right to withhold its consent to any Transfer
and without limiting Landlord in the exercise of any other right or remedy,
which Landlord may have, Landlord may elect to permit Tenant to so assign the
Lease or sublease such part of the Premises, in which event Tenant may do so,
but without being released of its liability for the performance of all of its
obligations under the Lease. If Tenant assigns its interest in this Lease in
accordance with this subparagraph, then, after Tenant deducts its reasonable
costs of such assignment, Tenant shall pay to Landlord fifty percent (50%) of
all consideration received by Tenant on account of the Premises over and above
Tenant’s obligations under this Lease. Tenant shall not, however, be required
to pay to Landlord any consideration it receives for and which is equal to the
fair market value for any furnishings, fixtures or other items of personal
property Tenant receives in connection with the assignment or subletting, or
for any services to be provided by Tenant in connection with the assignment or
subletting (“Unrelated Consideration”). If Tenant sublets all or part of the
Premises, after Tenant deducts its reasonable costs of such subleasing, then
Tenant shall pay to Landlord fifty percent (50%) of the positive difference, if
any, between (i) all rent and other consideration (other than Unrelated
Consideration) paid by the subtenant to Tenant on account of the Premises, less
(ii) all rent paid by Tenant to Landlord pursuant to this Lease which is
allocable to the area so sublet. Such amount shall be paid to Landlord on the
same basis, whether periodic or in lump sum, that such rent and other
consideration (other than Unrelated Consideration) is paid to Tenant by its
subtenant; provided, however, should Tenant, as assignor or sublessor, be paid
a lump sum fee by any assignee or sublessor which is not designated as prepaid
rent and which is not Unrelated Consideration, Landlord shall be paid fifty
percent (50%) of the positive difference, if any, between (i) such lump sum
fee, less (ii) all rent paid by Tenant to Landlord pursuant to this Lease for
the month in which such lump sum fee was paid, less (iii) any costs incurred by
Tenant in connection with the assignment or subletting. If any lump sum is
designated as prepaid rent, then Tenant shall pay to Landlord fifty percent
(50%) of the excess of the lump sum amount over the amount of rent Tenant is
required to pay hereunder for the period over which the prepaid rent
relates.
Tenant’s
obligations under this subparagraph shall survive any assignment or
sublease, and Tenant’s failure to perform its obligations under this
subparagraph shall be a default under this Lease. At the time Tenant makes any
payment to Landlord required by this subparagraph, Tenant shall deliver an
itemized statement of the method by which the amount to which Landlord is
entitled was calculated. Landlord shall have the right to inspect Tenant’s
books and records relating to the payments due pursuant to this subparagraph.
Upon request therefore, Tenant shall deliver to Landlord copies of all bills,
invoices, or other documents upon which its calculations are based. Landlord
may condition its approval of a Transfer upon obtaining a certification from
both Tenant and the proposed Transferee of all amounts that are to be paid to
Tenant in connection with such Transfer. As used herein, the term
“consideration” shall mean any consideration of any kind received, or to be
received, by Tenant as a result of the Transfer, if such sums are related to
Tenant’s interest in this Lease or in the Premises.



               D. Tenant irrevocably assigns to Landlord, as security for Tenant’s
obligations under this Lease, all rent or other consideration not otherwise
payable to Landlord by reason of any Transfer. Landlord, as assignee of Tenant,
or a receiver for Tenant appointed on Landlord’s application, may collect such
rent or other consideration and apply it toward Tenant’s obligation under this
Lease, provided, however, that until occurrence of any default by Tenant,
Tenant shall have the right to collect such rent or other consideration.



               E. Notwithstanding the foregoing, if immediately after the Transfer,
Tenant is not conducting business from at least 200,000 rentable square feet of
the Total Premises, then Landlord shall have the right, to be exercised by
giving written notice to Tenant (within 20 days of Landlords’ receipt of the
transfer notice referred to in Paragraph 19B above), to recapture the space
which is the subject of the transfer (“Subject Space”). If such recapture notice
is given, it shall serve to terminate this Lease only with respect to the
Subject Space, or, if the proposed Subject Space covers all the Premises, it
shall serve to terminate this entire Lease; in either case, as of the proposed
effective date of the transfer or upon Landlord’s recapture



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notice, whichever
is later. If this Lease is terminated pursuant to the foregoing provision with
respect to less than the entire Premises, the Rent shall be adjusted on the
basis of the proportion of rentable square feet retained by Tenant to the
rentable square feet demised immediately prior to the transfer and this Lease
as so amended shall continue thereafter in full force and effect.




               F. Notwithstanding the foregoing, without the prior consent of Landlord,
Tenant shall have the right: (i) to assign this Lease or sublet the Premises to
any affiliate or subsidiary of Tenant which affiliate or subsidiary is more
than fifty percent (50%) owned, either directly or indirectly, by Tenant; or
(ii) to merge with another corporation or entity so long as substantially all
of the assets of Tenant are transferred and retained by the surviving
corporation or entity excluding, however, any assets which may be required to
be disposed of in order to make the transaction qualify under applicable
antitrust laws, regulations or regulatory review; or (iii) to enter into an
acquisition of another corporation; or (iv) have substantially all of its
assets acquired by another corporation which other corporation assumes the
obligations of this Lease (each, a “Permitted Assignment”), in each case
provided that (a) Landlord is promptly provided with notice thereof following
the effective date of such Permitted Assignment, (b) Tenant remains fully
liable for the full performance of Tenant’s obligations under the Lease to the
extent Tenant survives following such Permitted Assignment, and (c) in the case
of an assignment, the successor assumes in writing all obligations under this
Lease and in the case of a sublease, the sublessee assumes, in writing,
all obligations under this Lease applicable to the sublease premises. Any
assignee or sublessee under a Permitted Assignment is herein referred to as a
“Permitted Assignee”.


20.     ENTRY BY LANDLORD: Landlord reserves, and shall during normal business
hours have, the right, upon no less than 2 business days’ prior written notice
to Tenant, to enter the Premises to inspect them; to perform any services to be
provided by Landlord hereunder; to submit the Premises to prospective
purchasers, mortgagers or tenants; to place “For Sale” signs (at any time) or “For Lease” signs (during the last twelve months of the term, or during the
period of any default); to post notices of nonresponsibility; and to alter,
improve or repair the Premises and any portion of the Complex, all without
abatement of rent; and may erect scaffolding and other necessary structures in
or through the Premises where reasonably required by the character of the work
to be performed; provided, however, that the business of Tenant shall be
interfered with to the least extent that is reasonably practical. For each of
the foregoing purposes, Landlord shall at all times have and retain a key with
which to unlock all of the doors in an emergency in order to obtain entry to
the Premises, and any entry to the Premises obtained by Landlord by any of said
means, or otherwise, shall not under any circumstances be construed or deemed
to be a forcible or unlawful entry into or a detainer of the Premises or an
eviction, actual or constructive, of Tenant from the Premises or any portion
thereof. Notwithstanding the foregoing, Tenant shall not be required to provide
Landlord with keys to unlock interior office doors, or to unlock interior areas
containing safes, computer servers, or sensitive, proprietary or confidential
information of Tenant. Landlord shall also have the right at any time to change
the arrangement or location of public parts of the Complex and to change the
name, number or designation by which the Complex is commonly known, and none of
the foregoing shall be deemed an actual or constructive eviction of Tenant, or
shall entitle Tenant to any reduction of rent hereunder and no such changes
shall unreasonably interfere with Tenant’s use of or access to the Premises
leased hereunder.



21.     DEFAULT/ REMEDIES



     A.     Default: The following events shall constitute a default under this
Lease:





		
	 	     1. The commencement of a bankruptcy action or liquidation action or
reorganization action or insolvency action or an assignment of or by Tenant for
the benefit of creditors, or any similar action undertaken by Tenant, or the
insolvency of Tenant, shall, at Landlord’s option, constitute a breach of this
Lease by Tenant.
	 
	 	     2. The failure to pay any monetary amount due under this Lease within ten
(10) days after written notice to Tenant from Landlord that such amount is past
due. It is expressly agreed that such ten (10) day notice of Landlord may be in
the form of notice pursuant to California Code of Civil Procedure Section 1161,
or any successor statute, providing ten (10) days to cure and if Tenant fails
to so cure no further such notice shall be required of Landlord to commence an
unlawful detainer proceeding.
	 
	 	     3. The failure to perform or honor any other covenant, condition or
representation made under this Lease, except for the events set forth above in
Paragraphs 21A1 and 21A2 above, shall constitute a default hereunder by Tenant
should Tenant not cure such failure within ten (10) days from the date of
written notice from Landlord within which to cure. If such cure is not possible
within such ten (10) day
period notwithstanding commercially reasonable efforts by Tenant, Tenant
shall not be in default if Tenant commences to cure within such ten (10) day
period and diligently pursues the cure without delay. It is expressly agreed
that such ten (10) day notice of Landlord may be in the form of notice pursuant
to California Code of Civil Procedure



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Section 1161, or any successor statute, providing ten (10) days to cure and if
Tenant fails to so cure no further such notice shall be required of Landlord to
commence an unlawful detainer proceeding.



     B.     Remedies: Upon a default of this Lease by Tenant, Landlord shall have
the following rights and remedies in addition to any other rights or remedies
available to Landlord at law or in equity:





		
	     1. The rights and remedies provided for by California Civil Code Section
1951.2, including but not limited to, recovery of 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 rental loss for the same period that
Tenant proves could be reasonably avoided, as computed pursuant to subsection
(b) of said Section 1951.2; and
	 
	     2. The rights and remedies provided by California Civil Code 1951.4 which
allows Landlord to continue the Lease in effect and to enforce all of its
rights and remedies under this Lease, including the right to recover rent as it
becomes due, for so long as Landlord does not terminate Tenant’s right to
possession. Acts of maintenance or preservation, efforts to relet the Premises,
or the appointment of a receiver upon Landlord’s initiative to protect its
interest under this Lease shall not constitute a termination of Tenant’s right
to possession; and
	 
	     3. The right to terminate this Lease by giving notice to Tenant in
accordance with applicable law; and
	 
	     4. The right and power to enter the Premises and remove therefrom all
persons and property, to store such property in a public warehouse or elsewhere
at the cost of and for the account of Tenant and to sell such property and
apply such proceeds therefrom pursuant to applicable California law. Landlord
may from time to time sublet the Premises or any part thereof for such term or
terms (which may extend beyond the term of this Lease) and at such rent and
such other terms as Landlord in its sole discretion may deem advisable, with
the right to make alterations and repairs to the Premises. Upon each
subletting, (i) Tenant shall be immediately liable to pay Landlord, in addition
to indebtedness other than rent due hereunder, the cost of such subletting,
including, but not limited to, reasonable attorney’s fees, and any real estate
commissions actually paid, and the cost of such alterations and repairs
incurred by Landlord and the amount, if any, by which the rent hereunder for
the period of such subletting (to the extent such period does not exceed the
term hereof) exceeds the amount to be paid as rent for the Premises for such
period or (ii) at the option of Landlord, rents received from such subletting
shall be applied first to payment of indebtedness other than rent due hereunder
from Tenant to Landlord; second, to the payment of any costs of such subletting
and of such alterations and repairs; third to payment of rent due and unpaid
hereunder; and the residue, if any, shall be held by Landlord and applied in
payment of future rent as the same becomes due hereunder. If Tenant has been
credited with any rent to be received by such subletting under option (i) and
such rent shall not be promptly paid to Landlord by the subtenant(s), or if
such rentals received from such subletting under option (ii) during any month
be less than that to be paid during that month by Tenant hereunder, Tenant
shall pay any such deficiency
to Landlord. Such deficiency shall be calculated and paid monthly. No
taking possession of the Premises by Landlord shall be construed as an election
on its part to terminate this Lease unless a written notice of such intention be
given to Tenant. Notwithstanding any such subletting without termination,
Landlord may at any time hereafter elect to terminate this Lease for such
previous breach; and
	 
	     5. The right to have a receiver appointed for Tenant upon application by
Landlord, to take possession of the Premises and to apply any rental collected
from the Premises and to exercise all other rights and remedies granted to
Landlord pursuant to subparagraph (4) above; and
	 
	     6. The right to any other amount to compensate Landlord for all the
detriment proximately caused by Tenant’s failure to perform its obligations
under this Lease or which in the ordinary course would be likely to result
therefrom, including without limitation (i) any costs expenses
incurred by Landlord (in retaking possession of the Premises; (ii) in maintaining,
repairing, preserving, restoring, replacing, cleaning the Premises or any
portion thereof, including such acts for reletting to a new lessee or lessees;
(iii) for leasing commissions; (iv) any fines, costs, penalties and/or interest
incurred by Landlord as a result of Tenant’s late payment; or (v) for any other
costs necessary or appropriate to relet the Premises; and
	 
	     7. The right to all reasonable attorneys’ fees incurred by Landlord as a
result of Default, and costs in the event suit is filed by Landlord to enforce
such remedy.



     C.     Cumulative Remedies: The remedies herein provided are not exclusive and
Landlord shall have any and all other remedies provided herein or by law or in
equity.



     D.     No Possession: No act or conduct of Landlord, whether consisting of the
acceptance of the keys to the Premises, or otherwise, shall be deemed to be or
constitute an acceptance of the surrender of the


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Premises by Tenant prior to
the expiration of the Term, and such acceptance by Landlord of surrender by
Tenant shall only flow from and must be evidenced by a written acknowledgment
of acceptance of surrender signed by Landlord. The surrender of this Lease by
Tenant, voluntarily or otherwise, shall not work a merger unless Landlord
elects in writing that such merger take place, but shall operate as an
assignment to Landlord of any and all existing subleases, or Landlord may, at
its option, elect in writing to treat such surrender as a merger terminating
Tenant’s estate under this Lease, and thereupon Landlord may terminate any or
all such subleases by notifying the sublessee of its election so to do within
five (5) days after such surrender.



     E.     Cross-Default:
As a material part of the consideration for the execution
of this Lease by Landlord and Tenant, it is agreed between Landlord and Tenant,
that a default by Tenant or by Landlord under the Phase 2 Lease (as defined in
the Paragraph entitled “Default” in the Phase 2 Lease) or under this Lease
shall be considered to be a default under the Phase 2 Lease as well as this
Lease. In the event of a default by Tenant or Landlord under the Phase 2 Lease,
or this Lease, Landlord or Tenant may pursue the remedies permitted by law or
pursuant to the terms of the Phase 2 Lease and this Lease, as if Tenant or
Landlord had defaulted under any one or both of such leases.




22. [Intentionally Deleted]


23. DESTRUCTION: In the event the Premises are damaged or destroyed in
whole or in part from any cause, or in the event any utility service servicing
the Premises becomes completely inoperable, Landlord shall, within fifteen (15)
business days of the event of such damage, destruction or cessation of service,
notify Tenant in writing as to the approximate length of time necessary for
Landlord to reconstruct the Premises to substantially its former condition or
to have such utility services restored. If such estimate exceeds one hundred
eighty (180) days from the date of damage, destruction or cessation of service,
either party shall have the option, within thirty (30) days of Landlord’s
notice, to terminate this Lease as to only the Building as to which the damage
or cessation has occurred or, if, as a result of such damage, destruction or
cessation of service, Tenant is only able to occupy four (4) Buildings under
both this Lease and the Phase 2 Lease, then in that event, Tenant may terminate
this Lease in its entirety as well as the Phase 2 Lease in it’s entirety. In
addition, if the reconstruction of the Premises or restoration of the utility
service exceeds Landlord’s estimate, as set forth in Landlord’s notice, Tenant
shall, once it becomes clear that such estimate will be exceeded until such
time as the reconstruction or restoration is complete, have the right to
terminate this Lease as to the Building as to which the damage or cessation has
occurred or, if, as a result of such damage, destruction or cessation of
service, Tenant is only able to occupy four (4) Buildings under both this Lease
and the Phase 2 Lease, Tenant may terminate this Lease in its entirety as well
as the Phase 2 Lease Lease in it’s entirety. If such a termination occurs, the
obligations under this Lease shall be equitably revised based on the square
footage of the Premises terminated in relation to the total square footage of
the Premises prior to termination. If neither party elects to terminate, or if
neither party is entitled to terminate under this Paragraph, Landlord shall
promptly, at its sole expense, rebuild or restore the Premises or the utilities
to substantially the condition existing prior to the date of damage,
destruction or cessation of service. Tenant shall be entitled to a reduction in
rent while such repair is being made in the proportion that the area of the
Premises is rendered unusable bears to the total square footage of the
Premises. Notwithstanding anything herein to the contrary, Landlord’s
obligation to rebuild or restore shall be limited to the building, interior
improvements and utilities as they existed as of the Commencement Date of the
Lease, but shall not include (a) restoration of Tenant’s trade fixtures,
equipment, merchandise or any improvements, alterations or additions made by
Tenant to the Premises, or (b) any damage caused by the act or breach of this
Lease by Tenant, which damage Tenant shall forthwith replace or fully repair at
Tenant’s sole cost and expense. Unless a termination occurs pursuant to the
foregoing provisions, this Lease shall remain in full force and effect as to
the entirety of the Premises. Tenant hereby expressly waives the provisions of
section 1932, Subdivision 2, and section 1933, Subdivision 4 of the California
Civil Code.


     Notwithstanding anything to the contrary set forth above, in the event the
damage or destruction of the Premises (i) occurs during the last two years of
the term (unless any applicable extension option has been exercised) and (ii)
has rendered at least 50% of the Premises unusable by Tenant, Landlord shall
have the option during the aforementioned fifteen (15) business day period to
elect not to rebuild the Premises by so notifying Tenant, in which case Tenant
may elect to terminate this Lease and/or the Phase 2 Lease by so notifying
Landlord.



     Notwithstanding the foregoing, in the event Landlord elects not to rebuild
or restore the Premises or any Building constituting a portion of the Premises,
and notifies Tenant that Landlord desires to terminate the Lease as to that
Building, Tenant may, by
providing written notice to Landlord within 30 days of the date it
receives notice of Landlord’s intent to terminate, elect to rebuild one or more
of the Buildings which were so damaged. In the event Tenant makes the election
set forth herein, then this Lease shall continue in full force and effect, and
any insurance proceeds for the damage being repaired by Tenant shall be
assigned to and paid over to Tenant to the extent Tenant pays the same for such
restoration. Tenant shall then immediately


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commence, at its sole cost and
expense, restoring such Buildings to the condition they were in prior to the
date of such destruction.



24.     EMINENT DOMAIN: If all or any part of the Premises shall be taken by
any public or quasi-public authority under the power of eminent domain or
conveyance in lieu thereof, this Lease shall terminate as to any portion of the
Premises so taken or conveyed on the date when title vests in the condemnor, and
Landlord shall be entitled to any and all payment, income, rent, award or any
interest therein whatsoever which may be paid or made in connection with such
taking or conveyance, and Tenant shall have no claim against Landlord or
otherwise for the value of any unexpired term of this Lease. Notwithstanding
the foregoing Paragraph, any compensation specifically awarded Tenant for
Tenant’s personal property, relocation costs, business damage or business
interruption, specifically excluding, however, the so called “bonus value” of
this Lease, shall be and remain the property of Tenant (it being specifically
acknowledged that Tenant shall not be entitled to any so called “bonus value”
of the Lease).



     In the event of a partial taking or conveyance of the Premises, if the
portion of the Premises taken or conveyed is so substantial that the Tenant can
no longer reasonably conduct its business from the remaining Premises, Tenant
shall have the privilege of terminating this Lease. In addition, if the portion
of the Premises which is taken that is contained in any Building renders that
portion of the Premises unusable to Tenant, Tenant may terminate this Lease
only as to the Building as to which the taking has occurred. Any termination
hereunder must occur within sixty (60) days from the date of such taking or
conveyance, upon written notice to Landlord of its intention so to do, and upon
giving of such notice this Lease shall terminate on the last day of the
calendar month next following the month in which such notice is given or upon
the effective date of the taking, at Tenant’s election, upon payment by Tenant
of the rent through the date of termination.



     If a portion of the Premises be taken by condemnation or conveyance in
lieu thereof and neither Landlord nor Tenant shall terminate this Lease as
provided herein, this Lease shall continue in full force and effect as to the
part of the Premises not so taken or conveyed, and the rent herein shall be
apportioned as of the date of such taking or conveyance so that thereafter the
rent to be paid by Tenant shall be in the ratio that the area of the portion of
the Premises not so taken or conveyed bears to the total area of the Premises
prior to such taking.



25.     SALE
OR CONVEYANCE BY LANDLORD: In the event of a sale or conveyance
of the Complex or any interest therein by Landlord, Landlord shall thereby be
released from any liability relating to events occurring after the date of such
sale or conveyance, and from any terms, covenants or conditions (express or
implied) to be performed after the date of such sale or conveyance in favor of
Tenant, and in such event, with respect to such items, Tenant agrees to look
solely to the successor in interest of such transferor in and to the Complex
and this Lease. This lease shall not be affected by any such sale or
conveyance, and Tenant agrees to attorn to the successor in interest of such
transferor.



26.     SUBORDINATION; ATTORNMENT; NON-DISTURBANCE.




		
	 	               A. Subordination. Subject to the provisions of subparagraph (C), below,
this Lease shall be subject and subordinate to any ground lease, mortgage, deed
of trust, or other hypothecation or mortgage (collectively, “Mortgage”) now or
hereafter placed by Landlord upon the real property of which the Premises are a
part, to any and all advances made on the security thereof, and to all
renewals, modifications, consolidations, replacements, and extensions thereof.
Tenant agrees that any person holding any Mortgage shall have no duty,
liability, or obligation to perform any of the obligations of Landlord under
this Lease. In the event of Landlord’s default with respect to any such
obligation, Tenant will give any Lender, whose name and address have previously
been furnished in writing to Tenant, notice of a default by Landlord; provided,
however, that Tenant shall not be liable to any Lender for failure to provide
the notice provided for herein. Tenant may not exercise any remedies for
default by Landlord unless and until Landlord and the Lender shall have
received written notice of such default and 30 days shall thereafter have
elapsed without the default having been cured. If any Lender shall elect to
have this Lease superior to the lien of its Mortgage and shall give written
notice thereof to Tenant, this Lease shall be deemed prior to such Mortgage.
	 
	 	               B. Attornment. Subject to the nondisturbance provisions of subparagraph C
of this Paragraph, Tenant agrees to attorn to a Lender or any other party who
acquires ownership of the Premises by reason of a foreclosure of a
Mortgage. In the event of such foreclosure, such new owner shall not:
(i) be liable for any
act or omission of any prior landlord or with respect to events occurring prior
to acquisition of ownership, (ii) be subject to any offsets or defenses which
Tenant might have against any prior Landlord, or (iii) be liable for security
deposits, unless same has been transferred to the acquiring party, or be bound
by prepayment of more than one month’s rent. Landlord represents and warrants
that, as of the date hereof, there are no Mortgages encumbering the Complex.
	 
	 	               C. Ground Lease/Non-Disturbance. Landlord hereby represents to Tenant that
a 




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	 	portion of the Complex is subject to a long-term ground lease. Landlord
further represents to Tenant this Lease does not violate any of the terms and
conditions of the ground lease. Landlord represents, warrants and covenants to
Tenant that Landlord shall not, at any time during the Lease term, or any
extension thereof, allow any default of the Ground Lease to continue that will
cause the Ground Lease to terminate. Landlord represents that there are no
existing Mortgage encumbering any portion of the Complex. With respect to a
Mortgage entered into by Landlord after the execution of this Lease, Tenant’s
subordination of this Lease shall be subject to receiving assurance (a
“nondisturbance agreement”) from the Mortgage holder in a commercially standard
form that Tenant’s possession and this Lease will not be disturbed so long as
Tenant is not in default and attorns to the record owner of the Premises, and
the subordination provided for under subparagraph (A), above, is expressly
conditioned upon Tenant receiving a nondisturbance agreement. In addition,
Landlord shall use commercially reasonable efforts to obtain from the ground
lessor a non-disturbance and recognition agreement in a commercially standard
form.





		
	 	               D. Self-Executing. The agreements contained in this Paragraph shall be
effective without the execution of any further documents; provided, however,
that upon written request from Landlord or a Lender in connection with a sale,
financing, or refinancing of Premises, Tenant and Landlord shall execute such
further writings as may
be reasonably required to separately document any such subordination or
nonsubordination, attornment, and/or nondisturbance agreement, as is provided
for herein.




27.     HOLDING OVER: Tenant has no right to retain possession of the Premises or
any part thereof beyond the expiration or earlier termination of this Lease. If Tenant holds over with the consent of Landlord: (a) the Base Rent payable
shall be increased to 150% of the Base Rent applicable during the month
immediately preceding such expiration or earlier termination; (b) Tenant’s
right to possession shall be on a month to month basis, terminable on 30 days
notice from either party; and (c) all other terms and conditions of this Lease
shall continue to apply. Nothing contained herein shall be construed as a
consent by Landlord to any holding over by Tenant.



28.     ESTOPPEL CERTIFICATE:





		
	 	               A. Tenant shall at any time upon not less than thirty (30) days’ prior
written notice from Landlord execute, acknowledge and deliver to Landlord a
statement in writing (a) certifying that this Lease is unmodified and in full
force and effect (or, if modified, stating the nature of such modification and
certifying that this Lease, as so modified, is in full force and effect) and
the date to which the rent and other charges are paid in advance, if any, (b)
acknowledging that there are not, to Tenant’s knowledge, any uncured defaults
on the part of Landlord hereunder, or specifying such defaults, if any, are
claimed, and (c) setting forth such other matters as Landlord may reasonably
request. Any such statement may be conclusively relied upon by any prospective
purchaser or encumbrancer of the Premises. Tenant’s failure to deliver such
statement within such time shall be conclusive upon Tenant that this Lease is
in full force and effect, without modifications except as may be represented by
Landlord; that there are no uncured defaults in Landlord’s performance, that
not more than one month’s rent has been paid in advance, and that any other
matters set forth in Landlord’s request are true and correct.
	 
	 	               B. Landlord shall at any time upon not less than thirty (30) days’ prior
written notice from Tenant, execute, acknowledge and deliver to Tenant a
statement in writing (a) certifying that this Lease is unmodified and in full
force and effect (or, if modified, stating the nature of such modification and
certifying that this Lease, as so modified, is in full force and effect) and
the date to which the rent and other charges are paid in advance, if any, (b)
acknowledging that there are not, to Landlord’s knowledge, any uncured defaults
on the part of Tenant hereunder, or specifying such defaults, if any, are
claimed, and (c) setting forth such other matters as Tenant may reasonably
request. Any such statement may be conclusively relied upon by any prospective
transferees of the Lease or subtenants of the Premises, or by any prospective
purchaser of Tenant or of substantially all of the assets of Tenant.



29.     CONSTRUCTION CHANGES: Landlord does not guarantee the accuracy of any
drawings supplied to Tenant and verification of the accuracy of such drawings
rests with Tenant.



30.     RIGHT TO PERFORM:




		
	 	               A. All terms, covenants and conditions of this Lease to be performed or
observed by Tenant shall be performed or observed by Tenant at Tenant’s sole
cost and expense and without any reduction of rent. If Tenant shall fail to pay
any sum of money, or other rent, required to be paid by it hereunder or shall
fail to commence to perform any other term or covenant hereunder on its part to be performed
after expiration of all applicable notice and cure periods, Landlord, without
waiving or releasing Tenant from any obligation of Tenant hereunder, may, but
shall not be obligated to, make any such payment or perform any such other term
or covenant on Tenant’s part to be performed. All reasonable sums so paid by
Landlord and all reasonably 




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necessary costs of such performance by Landlord
together with interest thereon at the rate of the prime rate of interest per
annum as quoted by the Bank of America from the date of such payment of
performance by Landlord, shall be paid (and Tenant covenants to make such
payment) to Landlord on demand by Landlord, and Landlord shall have (in
addition to any other right or remedy of Landlord) the same rights and remedies
in the event of non-payment by Tenant as in the case of failure by Tenant in
the payment of rent hereunder.




		
	 	               B. All terms, covenants and conditions of this Lease to be performed or
observed by Landlord shall be performed or observed by Landlord at Landlord’s
sole cost and expense (subject to reimbursement rights as specified elsewhere
in this Lease). If Landlord shall fail to commence to perform any term or
covenant hereunder on its part to be performed after expiration of all
applicable notice and cure periods, Tenant, without waiving or releasing
Landlord from any obligation of Landlord hereunder, may, but shall not be
obligated to, perform any such other term or covenant on Landlord’s part to be
performed. All reasonable sums so paid by Tenant and all reasonably necessary
costs of such performance by Tenant together with interest thereon at the rate
of the prime rate of interest per annum as quoted by the Bank of America from
the date of such payment of performance by Tenant, shall be paid (and Landlord
covenants to make such payment) to Tenant on demand by Tenant.



31.     ATTORNEYS’ FEES:



     A.     In the event that Landlord should bring suit for the possession of the
Premises, for the recovery of any sum due under this Lease, or because of the
breach of any provision of this Lease, or for any other relief against Tenant
hereunder, or in the event that Tenant should bring suit against Landlord for
the recovery of any sums due hereunder or because of the breach of any
provision of this Lease or for any other relief against Landlord hereunder,
then all costs and expenses, including reasonable attorney’s fees, incurred by
the prevailing party therein shall be paid by the other party, which obligation
on the part of the other party shall be deemed to have accrued on the date of
the commencement of such action.



32.     WAIVER: The waiver by either party of the other party’s failure to
perform or observe any term, covenant or condition herein contained to be
performed or observed by such waiving party shall not be deemed to be a waiver
of such term, covenant or condition or of any subsequent failure of the party
failing to perform or observe the same or any other such term, covenant or
condition therein contained, and no custom or practice which may develop
between the parties hereto during the term hereof shall be deemed a waiver of,
or in any way affect, the right of either party to insist upon performance and
observance by the other party in strict accordance with the terms hereof.



33.     NOTICES: Except as provided in any applicable unlawful detainer statutes, in
which case Landlord may either elect that this notice provision shall not
apply, or to serve such notices solely in accordance with this provision in
which case the unlawful detainer statutes notice provision shall not apply; all notices, demands,
requests, advices or designations which may be or are required to be given by
either party to the other hereunder shall be in writing. All notices, demands,
requests, advices or designations by Landlord to Tenant shall be sufficiently
given, made or delivered if personally served, or if sent by United States
certified or registered mail, postage prepaid, or by recognized overnight
delivery service (such as Federal Express or United Parcel Service), addressed
to Tenant as set forth below, or to such other address as Tenant may direct by
written notice to Landlord. All notices, demands, requests, advices or
designations by Tenant to Landlord shall be sufficiently given, made or
delivered if personally served, or if sent by United States certified or
registered mail, postage prepaid, or by recognized overnight delivery service
(such as Federal Express or United Parcel Service) addressed to Landlord at its
offices at 3201 Ash Street, Palo Alto, CA 94306 with a copy to Landlord’s
property manager, Willis and Company, 1793 Lafayette Street, Suite 220, Santa
Clara, 95050 or to such other addresses as Landlord may direct by written
notice to Tenant. Each notice, request, demand advice or designation referred
to in this Paragraph shall be deemed received: (i) on the date served if
personally served; (ii) three (3) business days after mailing if mailed by
United States Postal Service in the manner herein provided; or (iii) one (1)
business days after sending, if sent via recognized overnight delivery service.
Tenant’s address for notices shall be as follows:




	 	2632 Marine Way

Mountain View, CA 94043

Attention: Director, Corporate Services




	 	and, with respect to all legal notices, a copy to




	 	2632 Marine Way

Mountain View, CA 94043

Attention: General Counsel




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34.     EXAMINATION OF LEASE: Submission of this instrument for examination or
signature by Tenant does not constitute a reservation of or option for a lease,
and this instrument is not effective as a lease or otherwise until its
execution and delivery by both Landlord and Tenant. Landlord and Tenant
mutually intend that neither shall have any binding contractual obligations to
the other with respect to the matters referred to herein unless and until this
instrument has been fully executed by both parties.



35.     DEFAULT BY LANDLORD: Landlord shall not be in default unless Landlord
fails to perform obligations required of Landlord within thirty (30) days after
written notice by Tenant to Landlord (and to the holder of any mortgage or deed
of trust covering the Premises whose name and address shall have heretofore
been furnished to Tenant in writing), specifying wherein Landlord has failed to
perform such obligations; provided, however, that if the nature of Landlord’s
obligations is such than more than thirty (30) days are required for
performance, then Landlord shall not be in default if Landlord commences
performance within such thirty (30) day period and thereafter diligently
prosecutes the same to completion. Notwithstanding the foregoing, Landlord and
Tenant agree that under certain “emergency circumstances”, Tenant shall have
the right to perform obligations otherwise required of Landlord without the
necessity of providing Landlord (and any Mortgagee) with any notice or
opportunity to cure. Under such emergency circumstances, Tenant shall use its
good faith reasonable judgment in determining a shorter notice period for
response by Landlord or determining that the
matter at hand must be resolved immediately such that notice can only be
given after the fact. For the purposes hereof, “emergency circumstances” shall
mean: (i) any hazardous situation that poses a threat of damage, destruction or
injury to any person or property of a material nature or otherwise threatens
the safety of employees and/or visitors to the Premises; or (ii) any other
circumstance that involves a substantial interference with the operations of
Tenant’s business enterprise in the Premises, including, without limitation,
the launching of new software products or revisions thereto (especially to
correct existing problems which must be addressed immediately) to enable
customers to perform needed financial and tax-related functions, which is of
special concern during the months preceding April 15th of each calendar year.



36.     CORPORATE
AUTHORITY: If Tenant is a corporation, a partnership, a limited
liability company, or any other form of entity, each individual executing this
Lease on behalf of said entity represents and warrants that he is duly
authorized to execute and deliver this Lease on behalf of said entity in
accordance with the organizational documents of said entity and that
this lease
is binding upon said entity.



37.     Intentionally Deleted.



38.     LIMITATION OF LIABILITY: In consideration of the benefits accruing
hereunder, Tenant and all successors and assigns covenant and agree that, in
the event of any actual or alleged failure, breach or default hereunder by
Landlord:





		
	 	     A. The sole and exclusive remedy shall be against Landlord and Landlord’s
assets;
	 
	 	     B. No partner of Landlord shall be sued or named as a party in any suit or
action (except as may be necessary to secure jurisdiction of the partnership)
	 
	 	     C. No service of process shall be made against any partner of Landlord
(except as may be necessary to secure jurisdiction of the partnership)
	 
	 	     D. No partner of Landlord shall be required to answer or otherwise plead
to any service of process;
	 
	 	     E. No judgment shall be taken against any partner of Landlord;
	 
	 	     F. Any judgment taken against any partner of Landlord may be vacated and
set aside at any time without hearing;
	 
	 	     G. No writ of execution will ever be levied against the assets of any
partner of Landlord;
	 
	 	     H. These covenants and agreements are enforceable both by Landlord and
also by any partner of Landlord.
	 
	 	     I. The term, “Landlord”, as used in this Paragraph, shall mean only the
owner or owners from time to time of the fee title or the tenant’s interest
under a ground lease of the land described in Exhibit “B”.



39.     BROKERS: Tenant warrants that it had dealing with only The Staubach
Company, which represents Tenant, in connection with the negotiation of this
Lease. Tenant knows of no other real estate broker or agent who is entitled to
a commission in connection with this Lease. Landlord shall pay The Staubach
Company a brokerage commission, pursuant to a separate written commission agreement between
Landlord and The



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Staubach Company in connection with this Lease.



40.     SIGNS: No sign, placard, picture, advertisement, name or notice shall be
inscribed, displayed, printed or affixed on or to any part of the outside of
the Premises or any exterior windows of the Premises without the written
consent of Landlord first had and obtained, which consent shall not be
unreasonably withheld, conditioned or delayed, and Landlord shall have the
right to remove any such sign, placard, picture, advertisement, name or notice
without notice to and at the expense of Tenant. If Tenant is allowed to print
or affix or in any way place a sign in, on, or about the Premises, then upon
expiration or other sooner termination of this Lease, Tenant at Tenant’s sole
cost and expense shall both remove such sign and repair all damage in such
manner as to restore all aspects of the appearance of the Premises to the
condition prior to the placement of said sign. Subject to the prior written
consent of Landlord, which consent shall not be unreasonably withheld,
conditioned or delayed, Tenant may, at its sole cost and expense, install a
monument sign located at the main driveway entrance to the Complex; install
suitable Building signage adjacent to the Premises; and install suitable
directional signage in the Common Areas.



     All approved signs or lettering on outside doors shall be printed,
painted, affixed or inscribed at the expense of Tenant by a person approved of
by Landlord.



     All of Tenant’s existing signage for which Landlord previously approved
may remain.



     All signage must comply with all applicable laws.



41.     FINANCIAL STATEMENTS: If Tenant tenders to Landlord any information in
connection with this Lease on the financial stability, credit worthiness or
ability of the Tenant to pay the rent due and owing under the Lease, then
Landlord shall be entitled to rely upon the information provided in determining
whether or not to enter into this Lease Agreement with Tenant and Tenant hereby
represents and warrants to Landlord the following: (a) that all documents
provided by Tenant to Landlord are true and correct copies of the original; and
(b) Tenant has not withheld any information from Landlord which is material to
Tenant’s credit worthiness, financial condition or ability to pay the rent; and
(c) all written information supplied by Tenant to Landlord in connection with
this Lease is true, correct and accurate in all material respects; and (d) no
part of the information supplied by Tenant to Landlord contains misleading or
fraudulent statements as to any material matter in every material aspect.
Nothing contained herein, however, shall require Tenant to render any financial
information to Landlord unless otherwise specifically provided.



42.     HAZARDOUS MATERIALS:



     A.     As used herein, the term “Hazardous Material” shall mean any substance
or material which has been determined by any state, federal or local
governmental authority to be capable of posing a risk of injury to health,
safety or property including all of those materials and substances designated
or defined as “hazardous” or “toxic” by (i) the Environmental Protection Agency,
the California Water Quality Control Board, the Department of Labor, the
California Department of Industrial Relations, the Department of
Transportation, the Department of Agriculture, the Consumer Product Safety
Commission, the Department of Health and Human Services, the Food and Drug
Agency or any other governmental agency now or hereafter authorized to regulate
materials and substances in the environment, or by (ii) the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601
et seq., as amended; the Hazardous Materials Transportation Act, 49 U.S.C.
1801, et seq., as amended; the Resource Conservation and Recovery Act, 42
U.S.C. 6901, et seq., as amended; the Hazardous Waste Control Law,
California Health & Safety Code 25100 et seq., as amended; Sections 66680
through 66685 of Title 22 of the California Administration Code, Division 4,
Chapter 30, as amended; and in the regulations adopted and publications
promulgated pursuant to said laws.



     B.     Landlord represents to the best of its knowledge, without any
investigation, nor the duty to investigate, that there are no Hazardous
Materials on the Premises which are in violation of applicable laws. On a
strictly confidential basis, Owner will deliver copies to Intuit of any reports
concerning the Hazardous Materials condition of the Premises currently in its
possession or that Landlord receives in the future. Intuit shall not deliver
such documents nor disclose the contents thereof to any third party absent
Owner’s written consent.



     C.     Tenant shall not cause any Hazardous Material to be improperly or
illegally used, stored, discharged, released or disposed of in, from, under or
about the Premises or the Complex, or any other land or improvements in the
vicinity of the Premises or the Complex. Without limiting the generality of the
foregoing, Tenant, at its sole cost shall comply with all laws relating to
Hazardous Materials that it uses at the Premises. If Tenant or Tenant’s guests,
invitees, contractors or agents use, storage, discharge, release or disposition
of Hazardous Materials on the Premises results in contamination of the Premises
or the Complex or any soil in or about the Premises or the Complex, Tenant, at
its sole expense shall promptly take all actions necessary to remediate the
Premises or the Complex, or any soil in or about the Premises or the Complex,
of any such



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Hazardous Materials which are present as a result of Tenant or Tenant’s
guests, invitees, contractors or agents use, storage, discharge, release or
disposition to the full extent required by law. The termination of this Lease
shall not terminate or reduce the liability or obligations of Tenant under this
Paragraph, or as may be required by law, to clean up, monitor or remove any
Hazardous Materials from the Premises or the Complex.



     Tenant shall defend, hold harmless and indemnify Landlord and its agents
and employees with respect to all claims, damages and liabilities arising out
of or in connection with Tenant’s use, storage, discharge, release or
disposition of Hazardous Materials in, from, under or about the Premises or the
Complex during the Lease term and whether or not Tenant had knowledge of such
Hazardous Material, including, without limitation, any cost of monitoring or
removal, any reduction in the fair market value or fair rental value of the
Premises or the Complex and any loss, claim or demand by any third person or
entity relating to bodily injury or damage to real or personal property.



     Tenant shall not suffer any lien to be recorded against the Premises or
the Complex as a consequence of a Hazardous Material, including any so called
state, federal or local “super fund” lien related to the “clean up” of a
Hazardous Material in or about the Premises, where said Hazardous Material is
or was caused by Tenant or Tenant’s guests, invitees, contractors or agents.



     D.     In the event Hazardous Materials are discovered in or about the
Premises or the Complex, and Landlord has substantial reason to believe that
Tenant was responsible for the presence of the Hazardous Material, then
Landlord shall have the right to appoint a consultant, at Landlord’s expense,
to conduct an investigation to determine whether Hazardous Materials are
located in or about the Premises or the Complex and to determine the corrective
measures, if any, required to remove such Hazardous Materials. If Landlord can
show that Tenant was responsible for the
presence of specific Hazardous Materials in, on or about the Premises or
the Complex, then Tenant, at its expense, shall take such action to remediate
such Hazardous Materials for which it was responsible from the Premises and the
Complex to the full extent required by law, and shall reimburse Landlord for
the cost of its consultant. To the extent Landlord cannot show that Tenant was
responsible for the presence of specific Hazardous Materials, then Landlord
shall be responsible for any costs incurred under the terms of this Paragraph,
and shall reimburse Tenant for any costs incurred by Tenant in responding to
Landlord’s investigation.



     Tenant shall immediately notify Landlord of any inquiry, test,
investigation or enforcement proceeding by or against Tenant or the Premises or
the Complex concerning a Hazardous Material. Tenant acknowledges that Landlord,
as the owner of the Property, at its election, shall have the sole right, to
negotiate, defend, approve and appeal any action taken or order issued with
regard to a Hazardous Material by an applicable governmental authority.
Provided Tenant is not in default under the terms of this Lease, Tenant shall
likewise have the right to participate in any negotiations, approvals or
appeals of any actions taken or orders issued with regard to the Hazardous
Material and Landlord shall not have the right to bind Tenant in said actions
or orders.



     E.     Tenant shall surrender the Premises to Landlord, upon the expiration or
earlier termination of the Lease, free of Hazardous Materials the presence of
which were caused by Tenant or Tenant’s guests, invitees, contractors or
agents. If Tenant fails to so surrender the Premises, Tenant shall indemnify
and hold Landlord harmless from all damages resulting from Tenant’s failure to
surrender the Premises as required by this Paragraph, including, without
limitation, damages occasioned by the inability to relet the Premises or a
reduction in the fair market and/or rental value of the Premises or the Complex
by reason of the existence of any Hazardous Materials, which are or were caused
by Tenant, in or around the Premises or the Complex. Tenant’s indemnity of
Landlord as described in this Paragraph 42 shall survive the termination of
this Lease.



     F.     Prior to executing this Lease, Tenant shall provide to Landlord a
complete list of all chemicals, toxic waste or Hazardous Materials employed by
Tenant within the Premises and the amounts of such employment. Throughout the
terms of the Lease, Tenant shall continue to update this list of chemicals,
contaminants and Hazardous Materials and the amounts employed by Tenant, its
employees, agents or contractors prior to Tenant’s use or storage of any
materials that requires such list to be updated. Notwithstanding the foregoing,
the provisions of this subparagraph shall not apply to Hazardous Materials
normally used in an office environment.



     G.     Landlord shall be responsible for all costs incurred in connection
with the investigation, remediation, monitoring and removal of any Hazardous
Materials present in, on or about the Premises or the Complex, or the soil,
subsoil or water beneath the Premises or the Complex, which was caused by
Landlord or Landlord’s agents. Landlord shall indemnify and hold Tenant and
each Tenant Indemnitee harmless from and against any and all claims,
liabilities, causes of action, damages, remediation costs, monitoring costs,
clean-up costs, and other costs and expenses (including, without limitation,
attorneys’ fees) incurred by Tenant and/or any Tenant Indemnitee as a result of
any Hazardous Material being present in, on or about the Premises or the
Complex, or the soil, subsoil or water beneath the Complex, to the extent such
was caused by Landlord or



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Landlord’s agents. Landlord’s indemnity of Tenant as
described in this Paragraph 42 shall survive the termination of this Lease.



     H.     Tenant shall not be liable for nor otherwise obligated to Landlord
under any provision of this Lease with respect to any claim, cost, expense or
damage resulting from any Hazardous Material present upon the Premises or the
Complex to the extent not caused by Tenant or Tenant’s guests, invitees,
contractors, agents or employees; provided, however, Tenant shall be fully
liable for and otherwise obligated to Landlord under the provisions of this
Lease for all liabilities, costs, damages, penalties, claims, judgments,
expenses (including, without limitation, attorneys’ and experts’ fees and
costs) and losses to the extent Tenant or Tenant’s guests, invitees,
contractors, agents or employees contributes to the presence of such Hazardous
Materials or Tenant or Tenant’s guests, invitees, contractors, agents or
employees exacerbates the conditions caused by such Hazardous Materials.



     I.     Except for any Hazardous Materials required to be monitored, remediated
or removed by Tenant under and pursuant to this Lease, Landlord agrees that, if
and only to the extent required by any governmental entity having jurisdiction
over the Complex in a final non-appealable order issued against Tenant, it
shall monitor, remediate or remove, or cause to be monitored, remediated or
removed: (i) any Hazardous Materials which existed on the Complex as of the
effective date of this Lease that were not caused by Tenant or Tenant’s guests,
invitees, contractors or agents, and (ii) any Hazardous Materials introduced to
the Complex after the effective date of this Lease that were not caused by
Tenant or Tenant’s guests, invitees, contractors or agents.



43.     MISCELLANEOUS AND GENERAL PROVISIONS



     A.     [Intentionally Deleted]



     B.     This Lease shall in all respects be governed by and construed in
accordance with the laws of the State of California. If any provision of this
Lease shall be invalid, unenforceable or ineffective for any reason whatsoever,
all other provisions hereof shall be and remain in full force and effect.



     C.     The term “Premises” includes the space leased hereby and any
improvements now or hereafter installed therein or attached thereto. The term
“Landlord” or any pronoun used in place thereof includes the plural as well as
the singular and the successors and assigns of Landlord. The term “Tenant” or
any pronoun used in place thereof includes the plural as well as the singular
and its successors and assigns, according to the context hereof, and the
provisions of this Lease shall inure to the benefit of and bind such successors
and assigns.



     D.     The term “person” includes the plural as well as the singular and
individuals, firms, associations, partnerships and corporations. Words used in
any gender include other genders. If there be more than one Tenant the
obligations of Tenant hereunder are joint and several. The paragraph headings
of this Lease are for convenience of reference only and shall have no effect
upon the construction or interpretation of any provision hereof.



     E.     Time is of the essence of this Lease and of each and all of its
provisions.


     F.     At the expiration or earlier termination of this Lease, Tenant shall
execute, acknowledge and deliver to Landlord, within thirty (30) days after
written demand from Landlord to Tenant, any quitclaim deed or other document
required by any title company licensed to operate in the State of California,
to remove the cloud or
encumbrance created by this Lease from the real property of which Tenant’s
Premises are a part.



     G.     This instrument along with any exhibits and attachments hereto
constitutes the entire agreement between Landlord and Tenant relative to the
Premises and this agreement and the exhibits and attachments may be altered,
amended or revoked only by an instrument in writing signed by both Landlord and
Tenant. Landlord and Tenant hereby agree that all prior or contemporaneous oral
agreements between and among themselves and the agents or
representatives
relative to the leasing of the Premises are merged in or revoked by this
agreement.



     H.     Tenant shall not record this Lease or a short form memorandum hereof
without the consent of Landlord.



     I.     Tenant further agrees to execute any amendments required by a lender to
enable Landlord to obtain financing, so long as Tenant’s rights hereunder are
not materially and adversely affected.



     J.     Clauses, plats and riders, if any, signed by Landlord and Tenant and
endorsed on or affixed to this Lease are a part hereof.



Charleston Intuit Lease

Phase 1-Buildings 1-5

August 4, 2003-Final


24







 


     K.     Tenant covenants and agrees that no diminution or shutting off of
light, air or view by any structure which may be hereafter erected (whether or
not by Landlord) shall in any way affect this Lease, entitle Tenant to any
reduction of rent hereunder or result in any liability of Landlord to Tenant.



     L.     Landlord covenants with Tenant that upon Tenant paying the rent and all
other charges required under this Lease and performing all of Tenant’s
covenants and agreements contained herein, Tenant shall peacefully have, hold
and enjoy the Premises, subject to all of the terms and conditions of this
Lease.



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



     N.     Tenant acknowledges that the rental payable to Landlord hereunder does
not include the cost of guard service or other security measures. Landlord has
no obligations to provide same. Tenant assumes all responsibility for the
protection of the Premises, Tenant, its agents, invitees and their property
from the acts of third parties.



     O.     Landlord reserves the right to grant easements that Landlord deems
necessary and to cause the recordation of parcel maps, so long as such
easements and maps do not unreasonably or materially interfere with the use of
the Premises by Tenant. Tenant agrees to sign any documents reasonably
requested by Landlord to effectuate any such easements or maps.



44.     TERMINATION OPTIONS:



     A.     Building
3 — 2535 Garcia. During the initial Term of this Lease,
Tenant, upon no less than twelve (12) months prior written notice to Landlord,
which notice may be given any time after July 31, 2008 (so long as the Building
3 Termination Effective Date, defined below, occurs prior to expiration of the
initial term of this Lease), shall have the ongoing right to terminate this
Lease as it applies to Building 3 — 2535 Garcia, which termination shall be
effective on the date specified in the notice (the “Building 3 Termination
Effective Date”). Tenant shall pay to Landlord on the Building 3
Termination Effective Date a termination fee equal to the number of months
following the Building 3 Termination Effective Date which remain in the then
existing Lease term divided by 120 months x $12.00 per square foot. For
example, if, on the Building 3 Termination Effective Date Tenant, there are 48
months remaining in the existing Lease term, Tenant shall pay Landlord
$207,633.60 (48/120=.4; $12.00 x 43,357=519,084; .4 x 519,084=207,633.60).
From and after the Building 3 Termination Effective Date, the Base Rent shall
be reduced by an amount equal to the Base Rent per square foot being paid by
Tenant for the Premises immediately prior to such termination multiplied by the
square feet in Building 3 — 2535 Garcia, and the Proportionate Share shall be
reduced to equal the amount of rentable square feet in the Premises immediately
after such termination divided by the amount of rentable square feet in the
Complex.

     B.
Building 4 — 2475 Garcia and Building 5 — 2525 Garcia. In the event
Tenant exercises the option set forth above in Paragraph 44 A, and only in that
event, Tenant, upon no less than twelve (12) months prior written notice to
Landlord, which notice may be given any time after the Building 3 Termination
Effective Date but at least thirty days prior to the expiration of this Lease
and the Phase 2 Lease (after taking into account the exercise of any options to
extend this Lease and/or the Phase 2 Lease) (at which point the option set forth
in this Paragraph shall terminate), shall have the ongoing right to terminate
this Lease as it applies to both Building 4 — 2475 Garcia and Building 5 — 2525
Garcia, but only with respect to both Buildings, which termination shall be
effective on the date specified in the notice (the “Buildings 4 and 5
Termination Effective Date”). From and after the Buildings 4 and 5 Termination
Effective Date, the Base Rent shall be reduced by an amount equal to the Base
Rent per square foot being paid by Tenant for the Premises immediately prior to
such termination multiplied by the square feet in Building 4 — 2475 Garcia and
Building 5 — 2525 Garcia, and the Proportionate Share shall be reduced to equal
the amount of rentable square feet in the Premises immediately after such
termination divided by the amount of rentable square feet in the Complex.





		
	 	     1. Landlord’s Extension Option: In the event Tenant exercises it’s option
to terminate as set forth in this Paragraph 44 B, Landlord shall have, at its
sole option, the right to extend the term of this Lease and the Phase 2 Lease
for a period of two (2) years, on the same terms and conditions of the
respective lease except for Base Rent which shall be increased by three percent
(3%), from the last Base rent in effect, at the beginning of each of the two
year extension periods. This option shall be exercised, if at all, within
thirty (30) days after receipt of the termination notice provided in Paragraph
44 B, above.



45.     RIGHT
OF FIRST REFUSAL: Provided (i) Tenant is not in default after any
applicable notice and cure period under any of the terms, covenants or
conditions of this Lease or of the Phase 2 Lease and (ii) Tenant is and/or its
Permitted Assignees are occupying or conducting business from at least 200,000
rentable square feet of the Total Premises, and subject to the terms and
conditions set forth hereafter, during the term of this Lease, Tenant shall
have the ongoing right of first refusal (“Right of First Refusal”) to lease
available space in 


Charleston Intuit
Lease
Phase 1-Buildings 1-5
August 4, 2003-Final




25







 



the building located at 2350 Bayshore Parkway, Mountain
View, California containing approximately 42,632 rentable square feet
(“Building 9 — 2350 Bayshore Parkway”) and the building located at 1500 Salado
Drive, Mountain View, California containing approximately 42,632 rentable
square feet (“Building 10 — 1500 Salado”) (collectively “Right of First Refusal
Buildings”), which may become available for
lease as provided below. Notwithstanding anything herein to the contrary,
Tenant’s Right of First Refusal set forth herein shall be subject and
subordinate to all expansion, first offer and similar rights currently set
forth in any lease which has been executed as of the date of execution of this
Lease (collectively, the “Superior Rights”).



Should Landlord be prepared to enter
into a letter of intent to lease all
or a portion of the First Right of Refusal Buildings, upon terms that are
acceptable to both Landlord and a tenant, Landlord shall give written notice to
Tenant of such terms. Tenant may elect to accept the terms proposed by
responding, in writing, with an unqualified acceptance of such terms within
five (5) business days after receiving Landlord’s written notice. In such
event, such space shall be leased to Tenant on the same terms and conditions set
forth in this Lease except as modified by the express terms of such proposal.
If Tenant does not respond in writing to Landlord’s Right of First Refusal
Notice within such time period, Tenant shall be deemed to have elected not to
lease the Right of First Refusal Buildings pursuant to such notice; provided,
however, that if Landlord does not execute a binding lease agreement containing
the terms and conditions specified in the notice within one hundred twenty
(120) days of the date of the notice, or in the event Landlord and the
prospective tenant negotiate terms and conditions materially more favorable to
the tenant than is specified in the notice, this shall constitute a new letter
of intent which shall be subject to all of the terms and conditions contained
in this Paragraph 45.



If Tenant timely exercises this Right of First Refusal as set forth herein, the
parties shall have thirty (30) business days after Landlord receives Tenant’s
Election Notice, enter into a Lease for the Right of First Refusal Buildings.
Notwithstanding anything to the contrary contained herein, Tenant must elect to
exercise its Right of First Refusal provided herein, if at all, with respect to
all of the space offered by Landlord to Tenant in Landlord’s notice at any
particular time, and Tenant may not elect to lease only a portion thereof.




[Remainder of Page Intentionally Left Blank]



Charleston Intuit
Lease
Phase 1-Buildings 1-5
August 4, 2003-Final



26







 




IN WITNESS WHEREOF, Landlord and Tenant have executed and delivered this Lease
as of the day and year first above written.




	 	 	 
	LANDLORD:	 	
TENANT:
	 
	CHARLESTON PROPERTIES

A California General Partnership	 	
INTUIT, INC

A Delaware Corporation
	 
	By   /s/ (Illegible)



	 	
By   /s/ Robert B. Henske




	 
	 	 	 
	 
	Title:   General Partner



	 	
Title: Sr. VP, Chief Financial Officer




	 
	 	 	 
	 
	Date:  9 Aug 03



	 	
By /s/ Janelle Wolf




	 
	 	 	 
	 
	 	 	
Title:     Assistant Secretary




	 
	 	 	 
	 
	 	 	
Date:  August 4, 2003








REVIEWED BY:

/s/ (Illegible) INITIAL

INTUIT LEGAL



[Signature Page
-Lease Agreement (Phase 1-Buildings 1-5)]





 









 




Exhibit A

Depiction of Leased Premises

[Hatch Marked]







 







 



Exhibit B

Depiction of Complex

[Hatch Marked]







 







 



Exhibit C

Covenant, Condition and Restrictions





 









 




DECLARATION BY LESSEE OF ESTABLISHMENT OF




EASEMENTS, COVENANTS, CONDITIONS AND RESTRICTIONS




     
THIS DECLARATION is made as of the first (1st)
day of March, 1982, by CHARLESTON PROPERTIES, a California
General Partnership (“Charleston”), as LESSEE of those
certain three (3) parcels (Parcel II, Parcel III, and
Parcel IV), leased from Juana Salado, as Trustee of the
Salado Living Trust, as LESSOR, located in Mountain View,
California, and being described in Exhibit “A”
hereto, which exhibit by this reference being made a part hereof.



  
I.     DECLARATION.



     
Charleston does hereby declare that it has
established and does establish mutual ingress and egress
easements for the foregoing parcels which are for the mutual
benefit of such parcels and of any portion thereof, and shall
run with the respective interest of all “Parties” in
such parcels, as the term “Parties” is hereinbelow
defined, and shall inure to and pass with such parcels and shall
apply to and bind the respective successors in interest thereof,
and all and each thereof is imposed upon such parcels and any
portion thereof.



  
II.     DEFINITIONS.



     
(a) Party.     The
term “Party” shall mean Charleston and any successor
in interest thereto which acquires Charleston’s leasehold
interest in or to any parcel, except that such a successor shall
not become a Party:




EXHIBIT C








 



          
1.     While and so long
as the transferring party retains the entire possessory interest
in the parcel or portion thereof so conveyed by the terms of a
deed of trust or mortgage, in which event the party owning such
possessory interest shall have the status of Party.



          
2.     If the transfer
or conveyance is followed immediately by a subleaseback of the
same parcel or portion thereof to such party, or an affiliate
thereof, in which event only the sublessee thereof after the
subleaseback shall have the status of Party so long as the
sublease in question has not expired or been terminated.



          
3.     If the transfer
or conveyance is by way of sublease from Charleston or its
successor Party to a tenant occupying space in a building
located on Parcel II, Parcel III, or Parcel IV.



     
Upon any transfer or conveyance, which transfer
or conveyance would create a new Party, pursuant to the
provisions hereof, then the powers, rights and interests herein
conferred upon such new Party with respect to the parcel so
conveyed, shall be deemed assigned, transferred or conveyed to
such transferee or grantee, and the obligations herein conferred
upon such new Party shall be deemed assumed by such transferee
or grantee with respect to the parcel so acquired.



     
(b)     Beneficial
Users. All owners, lessees and occupants of land lying
within the parcels and all customers and other business invitees
of such owners, lessees and occupants shall be referred to as
“Beneficial Users”.



     
(c)     Common
Ingress and Egress. The Common Ingress and Egress provided
for hereunder shall be non-exclusive and only over the roadways
crosshatched in red on Exhibit “B”, attached hereto
and by this reference made a part hereof.



-2-








 



 


		
		
    III.     GRANT OF
    EASEMENTS.



     
(a) Charleston declares the existence of and
grants to all subsequent Parties, for their respective use, and
for the use of all Beneficial Users in common with all others
entitled to use the same (subject to the provisions of
Paragraph VI and XV hereof) non-exclusive easements for
Common Ingress and Egress of the three parcels for vehicular and
pedestrian ingress to and egress from each such parcel over the
driveways crosshatched in red on said
Exhibit “B”, attached hereto.



 


		
		
    IV.     USE AND
    MAINTENANCE OF THE COMMON INGRESS AND EGRESS.



     
(a) All Beneficial Users shall have the
nonexclusive right to use the Common Ingress and Egress
easements subject to any rules and regulations which may be
adopted for the use thereof by all Parties hereto subject to the
provisions of Paragraphs VI and XV, hereof. Such rules and
regulations, if so adopted, shall apply equally and without
discrimination to all Beneficial Users of all such parcels. If
unauthorized use is being made of any of the Common Ingress and
Egress, any Party may restrain or terminate such unauthorized
use by appropriate proceedings.



     
(b) The use of the Common Ingress and Egress
shall be restricted to vehicular and pedestrian traffic and no
solicitation of any kind shall be permitted.



     
(c) Each Party shall operate and maintain,
or cause to be operated and maintained, the improved Common
Ingress and Egress on its respective parcel in good order,
condition and repair. Without limiting the generality of the
foregoing, each Party, in the maintenance of the developed
Common Ingress and Egress on its parcel, shall observe the
following standards:



          
1.     Maintain the
surface of the roadways and driveways smooth and evenly covered
with the type of surfacing material as shall be in all respects
of first-class quality, appearance and durability.



-3-








 



          
2.     Maintain the
landscaping and planting areas in the roadways and driveways in
a first-class type manner.



          
3.     Remove all
papers, debris, filth and refuse and wash or thoroughly sweep.



          
4.     Repaint striping,
markers, and directional signs as necessary to maintain in
first-class condition.



     
(d) Each Party shall indemnify and hold
harmless each other Party from and against all claims and all
costs, expenses and liability (including reasonable
attorneys’ fees) incurred in connection with all claims,
including any action or proceedings brought thereon, arising
from or as a result of the death of or any accident, injury,
loss or damage whatsoever caused to any person or to the
property of any person as shall occur in or about the Common
Ingress and Egress for which each such Party is responsible for
the maintenance. The indemnity herein provided for shall not
extend to any negligent act or omission of any other Party or of
the respective agents, servants, employees, licensees, or
concessionaires of any thereof.



     
V.     EXCUSE FOR
NON-PERFORMANCE.



          
A Party shall be excused from performing any
obligation or undertaking provided in this Declaration, except
any obligation to pay any sums of money under the applicable
provisions hereof (except where otherwise herein provided), in
the event and so long as the performance of any such obligation
is prevented or delayed, retarded or hindered by Act of God,
fire, earthquake, floods, explosion, actions of the elements,
war, invasion, insurrection, riot, mob violence, sabotage,
inability to procure or general shortage of labor, equipment
facilities, materials, or supplies in the open market, failure
of transportation, strikes, lockouts, action of labor unions,




- 4 -








 




condemnation, requisition, laws, orders or
failure to act of governmental or civil or military or naval
authorities, or any other cause, whether similar or dissimilar
to the foregoing, not within the reasonable respective control
of such Party.




          VI.     DURATION.


          
Each easement, covenant, restriction, and
undertaking of this Declaration shall terminate upon the earlier
to occur of (a) September 20, 2053, or (b) the
time when (i) no ground lease shall be in effect with
respect to any such parcel and (ii) the owner of the fee
interest in all parcels shall be the same party or (c) when
the loans to First Interstate Bank affecting the properties set
forth in Exhibit “A” have been paid off.




          VII.     ATTORNEYS’
FEES.


          
In the event that at any time during the term of
this Declaration any Party or Parties shall institute any action
or proceeding against the other or others relating to the
provisions of this Declaration or any default hereunder, the
unsuccessful Party or Parties in such action or proceedings
agree to reimburse the successful Party or Parties therein for
the reasonable attorneys’ fees and disbursements incurred
therein by the successful Party or Parties.




          VIII.     PAYMENT
ON DEFAULT.


          
If pursuant to this Declaration any Party is
compelled or elects to pay any sum of money or do any act or
acts which require the payment of money by reason of any other
Party’s failure or inability to perform any of the terms
and provisions in this Declaration to be performed by such other
Party, the defaulting Party shall promptly, upon demand,
reimburse the paying Party for such sums, and all such sums
shall bear interest at the rate of the prime rate of interest
quoted by the Wells Fargo Bank per annum from the date



-5-








 




of expenditure until the date of such
reimbursement. Any other sums payable by any Party to any other
pursuant to the provisions of this Declaration that shall not by
paid when due, shall bear interest at the rate of the prime rate
of interest quoted by the Wells Fargo Bank per annum from the
due date to the date of payment thereof. If such repayment shall
not be made within ten (10) days after such demand is made,
the Party having so paid shall have the right to deduct the
amount thereof, together with interest as aforesaid, without
liability or forfeiture, from any sums then due or thereafter
becoming due from it to the defaulting Party hereunder.



          
Any deduction made by any Party pursuant to the
provisions hereinabove from any sums due or payable by it
hereunder shall not constitute a default in the payment thereof
unless such Party fails to pay the amount of such deduction to
the Party to whom the sum is owing within thirty (30) days
after final adjudication that such amount is owning. The option
given in this section is for the sole protection of the Party so
paying and its existence shall not release the defaulting Party
from the obligation to perform the term, provisions, covenants,
and conditions herein provided to be performed thereby or
deprive the Party so paying of any legal rights which it may
have by reason of any such default.



     
IX.     SEVERABILITY.



          
If any term, provision, or condition contained in
this Declaration shall, to any extent, be invalid or
unenforceable, the remainder of this Declaration (or the
application of such term, provision, or condition to persons or
circumstances other than those in respect of which it is invalid
or unenforceable) shall not be affected thereby, and each term,
provision, and condition of this Declaration shall be valid and
enforceable to the fullest extent permitted by law.



- 6 -








 




     X. GOVERNING
LAWS.


     
This Declaration shall be construed in accordance
with the laws of the State of California.




     XI. CAPTIONS.


     
The captions of the sections of this Declaration
are for convenience only and shall not be considered nor
referred to in resolving questions of interpretation or
construction.




     XII. TIME
OF ESSENCE.


     
Time is of the essence with respect to the
performance of each of the covenants and agreements contained in
this Declaration.




     XIII. NOT A
PUBLIC DEDICATION.


     
Nothing herein contained shall be deemed to be a
gift or dedication of any portion of any parcel to the general
public or for the general public or for any public purpose
whatsoever, it being intended that this Declaration shall be
strictly limited to and for the time period and the purposes
herein expressed.




     XIV. BREACH
SHALL NOT PERMIT TERMINATION.


     
Except as expressly provided herein, no breach of
this Declaration shall entitle any Party to cancel or rescind or
otherwise terminate this Declaration, but such limitation shall
not affect in any manner any other right or remedies which a
Party may have hereunder by reason of any breach of this
Declaration.




     XV. MODIFICATION
PROVISIONS.


     
Notwithstanding anything herein to the contrary,
this Declaration may be modified in any respect whatsoever or
rescinded in whole or in part, by written instrument duly
executed and acknowledged by all of the Parties.



-7-








 



 


		
		
    XVI.                  NOTICES.



     
Any notice, demand, request, consent, approval,
designation or other communication with any Party is required or
desires to give or make or communicate to any other Party shall
be in writing and shall be given or made or communicated by
United States registered or certified mail, addressed in the
case of Charleston to:




		
	 	
    Charleston Properties
    
	 	
    755 Page Mill Road, Suite A-200
    
	 	
    Palo Alto, California 94304
    





subject to the right of any Party to designate a
new address by notice similarly given. Any notice, demand,
request, consent, approval, designation, or other communication
so sent shall be deemed to have been given, made, or
communicated, as the case may be, on the date the same was
deposited in the United States mail as registered or certified
matter, with postage thereon fully paid.



     
IN WITNESS WHEREOF, Charleston has executed this
instrument.




		
	 	
    CHARLESTON PROPERTIES
    
	 	
    a California General Partnership
    





			
	 	By 	
    /s/ [Illegible]
    



		
	 	
    






			
	 	By 	
    /s/ [Illegible]
    



		
	 	
    





- 8 -







 



Recording requested by and

upon recording, return to:

Charleston Properties

755 Page Mill Road, Suite A200

Palo Alto, CA 94304



DECLARATION ESTABLISHING RESTRICTIVE COVENANT



     THIS DECLARATION is made on the date hereafter set forth by Juana
Salado, as Trustee of the Salado Living Trust dated June 7, 1976, Manuel
A. Salado, Jr., Clarence A. Salado, Walter A. Salado, Richard M. Salado,
and Harold A. Salado, each jointly hereinafter referred to as
“Declarants”.



     WHEREAS, the Declarants are the owners of that certain real property
located in the City of Mountain View, County of Santa Clara, State of
California, more particularly described on Exhibit A, attached hereto and
incorporated herein by reference, (the Property); and



     WHEREAS, by Application Number 184-85-PM, Charleston Properties,
Ground Lessee of Declarants, has applied to the City of Mountain View (the
City) for approval of a parcel map dividing the Property into three
resulting parcels (Parcel 1, Parcel 2, and Parcel 3), a copy of the parcel
map is attached hereto as Exhibit B; and



     WHEREAS, the City of Mountain View has conditionally approved said
application for parcel map; and



     WHEREAS, a condition of said approval requires that Declarants record
a Deed Restriction acceptable to the City which may not be modified
without the City’s consent and to which the City agrees to be bound as set
forth below, declaring that the combined total area of the Property shall
be used to determine the allowable combined square footage ratio for all
buildings to be constructed on Parcels 1, 2, and 3; and



 







 


     WHEREAS, it is the express purpose of Declarants to satisfy said
condition, by the execution, acknowledgement, and recordation of this
Declaration creating the restrictive covenant referred to herein, which
said act Declarants would not do, but for the requirement of the City to
be bound by the terms of the restrictive covenant;



     NOW, THEREFORE, Declarants hereby declare that they have established
and do hereby establish and adopt the restrictive covenant contained
herein upon the Property and the Property and each portion thereof shall
be held, used, leased, encumbered, sold, and conveyed, subject to this
Declaration and the restrictive covenant contained herein. This
Declaration shall run with the Property and shall be binding upon all
parties having or acquiring any right, title, or interest in the Property
or any portion thereof and their respective successors-in-interest, as
follows:



     1.     Restrictive Covenant. As a result of the subdivision resulting
from the recording of the parcel map which configures the three resulting
lots as set forth on Exhibit B, the combined total area of Parcels 1, 2,
and 3 of 20.432 acres shall be used to determine the allowable combined
square footage ratio for all buildings built on the Property. Based on a
floor area ratio of 13,000 square feet of floor area per acre, the
combined total floor area on these parcels shall not exceed 265,616 square
feet. In the event any building located on the Property is partially or
totally destroyed, the buildings may be rebuilt, up to the square footages
set forth above. If, in the future, a greater density of square footage is
allowed to built on the Property, the owners of the Property shall be
entitled to build additional square footage of buildings on each Parcel in
accordance with the ratios established.



     2.     Covenant Shall Run With the Land. The restrictive covenant
contained in paragraph 1 shall be binding upon the owners of the Property
and their successors and assigns, mortgagees, lessees, invitees, and all
other person acquiring the Property, or any portion thereof, or any
interest therein, whether by operation of law or in any other manner
whatsoever. Said restrictive covenant shall be a covenant running with the
land pursuant to applicable law of the State of California.



     3.     Mortgagee Protection. No breach or violation of the restrictive
covenant contained herein shall defeat, render invalid, diminish, or
impair the lien of any mortgage or deed of trust made in good faith and
for value encumbering the Property or any portion thereof, but said
restrictive covenant shall be binding upon and effective against each
owner of the Property, or any portion thereof, whose title thereof is
acquired by foreclosure, trustee sale, or otherwise.



-2-







 


     4.     Amendment and Termination. This Declaration shall be effective as
of the date of recordation hereof in the Office of the Santa Clara County
Recorder, and shall continue in effect thereafter for an indefinite
period. This Declaration may be amended in whole or in part or
terminated only by a written instrument executed by Declarants, or by any
successor-in-interest declarant, and an authorized representative of the
City of Mountain View, provided such instrument is thereafter recorded in
the Office of Santa Clara County Recorder. Nothing herein shall be deemed
to require the approval or consent of any other owner or occupant of any
other parcel or real property located in the City of Mountain View, for the amendment, in whole or in part, or for the termination of this
Declaration.



     5.     Notices. Any notice required or permitted to be sent to any person
under the provisions of this Declaration shall be in writing and shall be
deemed to have been properly sent when delivered personally or mailed,
postage prepaid, if to the Declarants, or to the City of Mountain View,
to the last known address of any such person at the time of such mailing.
In the event that the Property is owned at any time by more than one
person, as co-owners, any such notice may be delivered or sent to any one
of the co-owners on behalf of all co-owners of the Property.



     IN WITNESS WHEREOF, the undersigned Declarants have signed this
Declaration on JAN. 24, 1986.




	 	 	 	 	 	 	 
	Juana Salado, as Trustee of the	 	 	 	 
	Salado Living Trust	 	 	 	 
	dated June 7, 1976	 	Walter A. Salado
	 	 	 	 	 	 	 
	/s/ Juana Salado

	 	/s/ Walter A. Salado


	 	 	 	 	Walter A. Salado
	 	 	 	 	 	 	 
	/s/ Manuel A. Salado, Jr.

	 	/s/ Richard M. Salado


	Manuel A. Salado, Jr.	 	Richard M. Salado
	 	 	 	 	 	 	 
	by:	 	
/s/ Walter A. Salado
	 	by:
	 	/s/ Walter A. Salado
	 	 	


	 	 	 	

	 	 	
Walter A. Salado
	 	 	 	Walter A. Salado
	 	 	
Attorney-in-Fact
	 	 	 	Attorney-in-Fact
	 	 	 	 	 	 	 
	/s/ Clarence A. Salado

	 	/s/ Harold A. Salado


	Clarence A. Salado	 	Harold A. Salado
	 	 	 	 	 	 	 
	by:	 	
/s/ Walter A. Salado
	 	by:
	 	/s/ Walter A. Salado
	 	 	


	 	 	 	

	 	 	
Walter A. Salado
	 	 	 	Walter A. Salado
	 	 	
Attorney-in-Fact
	 	 	 	Attorney-in-Fact



-3-







 


When Recorded Return To:
 

City
Attorney

540 Castro Street

City of Mountain View

Mountain View , CA 94041



COVENANT RUNNING WITH THE LAND



Owner and Lessee have prepared a four-lot subdivision generally described as
shown on Exhibit A attached hereto and incorporated herein by reference and
herein after referred to as the “Salado Subdivision.” Owner and Lessee covenant
and acknowledge that the Salado Subdivision shall and must be undertaken in
conformance with the City of Mountain View North Bayshore Area Plan and the
Charleston-Rengstorff Precise Plan. No development may take place on the
northerly 9.7± acres unless it is limited to open space/commercial uses all as
specified in the City of Mountain View C10 District.
This 9.7± acre parcel is specifically described in Exhibit B attached hereto and incorporated herein by reference. It is acknowledged that full
development of the Salado Subdivision may take place on that portion remaining
after the deletion of the property shown on Exhibit B, and that development on
this entire property may be a maximum of 428,020 square feet of industrial R &
D and/or office floor area.



This covenant acknowledges the above-referenced development restrictions
and independently covenants to abide by them . This covenant shall run with the
land and remain binding on all future owners or holders of interest in this
property unless a change is agreed to by the owners and the City of Mountain
View in accordance with revised plans adopted by the City of Mountain View for
this area. This covenant shall also be considered a condition appurtenant to
the land and shall be recorded.




	 	 	 	 	 	 	 
	Dated:	 	
MARCH 13, 1981
	 	OWNER:	 	 
	 	 	

	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	/s/ Juana Salado


	 	 	 	 	Juana Salado, Trustee
	 	 	 	 	 	 	 
	 	 	 	 	LESSEE:
	CHARLESTON PROPERTIES,

a General Partnership
	 	 	 	 	 	 	 
	 	 	 	 	By:
	/s/ Boyd C. Smith
	 	 	 	 	 	

	 	 	 	 	 	Boyd C. Smith
	 	 	 	 	 	Managing Partner



 







 



80022 
3/12/81
RBP  



EXHIBIT A




DESCRIPTION




SALADO PROPERTY



F 964 PAGE 168


All that certain real property situate in the City of Mountain View, County of
Santa Clara, State of California and being more particularly described as
follows:



Parcel “A”



BEGINNING at the intersection of the Southerly line of that certain strip of
land, 30.00 feet in width, condemned for public purposes by Final Decree of
Condemnation, a certified copy of which was recorded in Book 9515 of Official
Records at Page 727, Santa Clara County Records with the general Westerly line
of that certain parcel of land described in the Deed to the City of Mountain
View, recorded January 30, 1969 in Book 8419 of Official Records at Page 105,
Santa Clara County Records; thence leaving said POINT OF BEGINNING along said
general Westerly line South 3° 30' 56" West 1066.34 feet; thence along a tangent
curve to the left with a radius of 1450.00 feet through a central angle of
22° 03' 26" for an arc length of 558.21 feet; thence leaving said general
Westerly line from a tangent bearing of North
41° 24' 30" West along a curve to
the left with a radius of 635.00 feet through a central angle of
60° 35' 30" for
an arc length of 671.53 feet; thence South
78° 00' 00" West 10.72 feet to a point
on the Westerly line of that certain 100 acre parcel of land described in the
Deed from O. B. Scarpa, the duly appointed, qualified and acting administrator
of the Estate of Michael J. Scarpa, also known as M. J. Scarpa, dec’d to Manuel
A. Salado, recorded March 7, 1944 in Book 1186 of Official Records at Page 289,
Santa Clara County Records; thence along last described Westerly line North
6° 00' 00" East 1471.62 feet to the Southwesterly corner of the hereinabove
described 30.00 foot strip of land; thence leaving said Westerly line along the
Southerly line of said 30.00 foot strip of land South
84° 00' 00" East 460.31
feet to the POINT OF BEGINNING.



Containing 16.796 acres of land more or less.



Parcel “B”



BEGINNING at a point on the Easterly line of that certain parcel of land
described in the Deed from Manuel A. Salado, et ux, to William McGregor, et
ux, recorded March 8, 1955 in Book 3108 of Official Records at Page 130, Santa
Clara County Records distant thereon North 6° 00' 00" East 5.05 feet from the
intersection thereof with the Northerly line of Bayshore Highway, as said line
was established by Deed from M. J. Scarpa, et ux, to the State of
California, recorded January 11, 1933 in Book 632 of Official Records at Page
563, Santa Clara County Records; thence leaving said POINT OF BEGINNING along
said Easterly line of the parcel conveyed to McGregor North
6° 00' 00" East
629.07 feet to the Northeasterly corner thereof; thence along the
Northeasterly line of said parcel North 47° 43' 00" West 330.00 feet to
the intersection thereof with the Westerly line of the hereinabove described
100 acre parcel of land; thence along said


 







 


F 964 PAGE 169



Westerly line North
6° 00' 00" East
264.66 feet; thence leaving said Westerly line North
78° 00' 00" East 33.46
feet; thence along a tangent curve to the right with a radius of 565.00 feet
through a central angle of 76° 32' 42" for an arc length of 754.82 feet to a
point of reverse curvature; thence from a tangent bearing of South
25° 27' 18"
East along a curve to the left with a radius of 1485.00 feet through a central
angle of 29° 19' 25" for an arc length of 760.01 feet to a point of reverse
curvature; thence from a tangent bearing of South
54° 46' 43" East along a curve
to the right with a radius of 30.00 feet through a central angle of
28° 08' 48"
for an arc length of 14.74 feet to a point on the Westerly line of that
certain parcel of land described as Parcel 1 in the Deed to Pacific Gas &
Electric Company, a California Corporation, recorded April 5, 1955 in Book
3134 of Official Records at Page 399, Santa Clara County Records; thence along
last described Westerly line South 4° 12' 34" West 30.90 feet; thence leaving
said Westerly line from a tangent bearing of South
31° 06' 26" West along a
curve to the left with a radius of 330.00 feet through a central angle of
26° 53' 52" for an arc length of 154.92
feet; thence South 4° 12' 34" West 502.22
feet. thence along a tangent curve to the right with a radius of 170.00 feet
through a central angle of 125° 54' 33" for an arc length of 373.58 feet; thence
North 49° 52' 53" West 245.64 feet; thence along a tangent curve to the right
with a radius of 2968.16 feet through a central angle of
2° 15' 46" for an arc
length of 117.22 feet; thence North
47° 37' 07" West 213.52 feet; thence along a
tangent curve to the right with a radius of 7910.44 feet through a central
angle of 2° 02' 39.6" for an arc length of 282.25 feet to the POINT OF
BEGINNING.



Containing 26.380 acres of land more or less.




	 	 	 
	 	 	
Prepared March 12, 1981 by
	 	 	 
	 	 	
MARK THOMAS & CO. INC.
	 	 	 
	 	 	
/s/ Harry F. Aumack, Jr.
	 	 	


	 	 	
Harry F. Aumack, Jr.  RCE 8533




EXHIBIT A



 







 



80002        


3/12/81      


RBP         


F 964 PAGE 170




EXHIBIT B




DESCRIPTION




Undeveloped Parcel (Lands of Salado)



All that certain real property situate in the City of Mountain View, County of
Santa Clara, State of California and being more particularly described as
follows:



BEGINNING at the intersection of the Southerly line of that certain strip of
land, 30.00 feet in width, condemed for public purposes by Final Decree of
Condemnation, a certified copy of which was recorded in Book 9515 of Official
Records at Page 727, Santa Clara County Records with the general Westerly line
of that certain Parcel of land described in the Deed to the City of Mountain
View, recorded January 30, 1969 in Book 8419 of Official Records at Page 105,
Santa Clara County Records; thence leaving said POINT OF BEGINNING along said
general Westerly line South 3° 30' 56" West
933.29 feet; thence leaving said
general Westerly line North 72° 31' 25" West 510.98 feet to a point on the
Westerly line of that certain 100 acre parcel of land described in the Deed
from O. B. Scarpa, the duly appointed, qualified and acting administrator of the
Estate of Michael J. Scarpa, also known as M. J. Scarpa, dec’d to Manuel A.
Salado, recorded March 7, 1944 in Book 1186 of Official Records at Page 289,
Santa Clara
County Records; thence along last described Westerly line North
6° 00' 00" East
830.75 feet to the Southwesterly corner of the hereinabove described 30.00
foot strip of land; thence leaving said Westerly line along the Southerly line
of said 30.00 foot strip of land South
84° 00' 00" East 460.30 feet to the POINT
OF BEGINNING.



Containing 9.702 acres of land more or less.




	 	 	 
	 	 	
Prepared March 12, 1981 by
	 	 	 
	 	 	
MARK THOMAS & CO. INC.
	 	 	 
	 	 	
/s/ Harry F. Aumack, Jr.
	 	 	


	 	 	
Harry F. Aumack, Jr.  RCE 8533




EXHIBIT B



 







 





Exhibit D

Rules and Regulations





 









 




RULES AND REGULATIONS OF THE
BUILDING



1


     
No sign, placard, picture, advertisement, name or
notice shall be inscribed, displayed or printed or affixed on or
to any part of the outside of the Premises or any exterior
windows of the Premises without the written consent of Landlord
first had and obtained and Landlord shall have the right to
remove any such sign, placard, picture, advertisement, name or
notice without notice to and at the expense of Tenant.



     
All approved signs or lettering on outside doors
shall be printed, painted, affixed or inscribed at the expense
of Tenant.



     
Tenant shall not place anything or allow anything
to be placed near the glass of any window, door partition or
wall which may appear unsightly from outside the Premises.




2


     
Tenant shall not occupy or permit any portion of
the Premises to be occupied for the manufacture or sale of
liquor, narcotics or tobacco in any form.




3



4


     
The sidewalks, passages, exits, entrances,
elevators and stairways shall not be obstructed by Tenant or
used by it for any purpose other than ingress to and egress from
its Premises. The passages, exits, entrances, stairways,
balconies and roof are not for the use of the general public and
Landlord shall in all cases retain the right to control and
prevent access thereto by all persons whose presence in the
judgment of Landlord shall be prejudicial to the safety,
character, reputation and interests of the Premises and its
tenants, provided that nothing herein contained shall be
construed to prevent such access to persons with whom Tenant
normally deals in the ordinary course of Tenant’s business
unless such persons are engaged in illegal activities. Tenant,
employees or invitees of Tenant shall not go upon the roof of
the Premises.




5


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




6


     
Tenant shall not overload the floor of the
Premises or in any way deface the Premises or any part thereof.




7


     
Landlord shall have the right to prescribe the
weight, size and position of all safes and other heavy equipment
brought into the Premises. Safes or other heavy objects shall,
if considered necessary by Landlord, stand on wood strips of
such thickness as is necessary to properly distribute the
weight. Landlord will not be responsible for loss of or damage
to any such safe or property from any cause and all damage done
to the Premises by moving or maintaining any such safe or other
property shall be repaired at the expense of Tenant.




8



9


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




10


     
Except for designated cafeteria areas or as
permitted in a Lease, no cooking (except microwave cooking and
coffee/tea brewing) shall be done or permitted by Tenant on the
Premises, nor shall the Premises be used for the storage of
merchandise for washing clothes, for lodging, or for any
improper, objectionable or immoral purposes.




11



EXHIBIT D


 







 




12


     
Tenant upon the termination of the tenancy, shall
deliver to Landlord the keys of offices, rooms and toilet rooms
which have been furnished the Tenant or which Tenant shall have
had made.




13


     
Tenant shall see that the doors of the Premises
are closed and securely locked before leaving the Premises and
must observe strict care and caution that all water faucets or
water apparatus within the Premises are entirely shut off before
Tenant or Tenant’s employees leave the Premises.




14


     
Landlord reserves the right to exclude or expel
from the Premises any person who, in the judgment of Landlord,
is intoxicated or under the influence of liquor or drugs, or who
shall in any manner do any act in violation of any of the rules
and regulations of the Premises.




15



16



17


     
Tenant shall not disturb, solicit, or canvass any
occupant of the Premises and shall cooperate to prevent same.




18


     
Tenant agrees to assume responsibility for
compliance by its employees with the parking provision contained
herein. Tenant hereby authorizes Landlord at Tenant’s sole
expense to tow away from the Complex any vehicle belonging to
Tenant or Tenant’s employees parked in violation of these
provisions, or to attach violation stickers on notices to such
vehicle. Tenant shall use the parking areas for vehicle parking
only, and shall not use the parking areas for storage.



 


				
		Landlord’s annuals	Tenant’s annuals