Exhibit 10.19
INDUSTRIAL LEASE AGREEMENT

BETWEEN

Shelby Drive Corporation

AS LANDLORD

AND

Cell Genesys, Inc.

AS TENANT

INDUSTRIAL LEASE AGREEMENT

 

	THIS LEASE AGREEMENT (the "Lease") is made as of the"Lease Date" (as defined in Section 37 herein) by and between Shelby DriveCorporation, a Florida corporation ("Landlord"), and Cell Genesys, Inc., aCalifornia corporation ("Tenant") (the words "Landlord" and "Tenant" to includetheir respective legal representatives, successors and permitted assigns wherethe context requires or permits).

 

W I T N E S S E T H:

	1.	Basic Lease Provisions.  The followingconstitute the basic provisions of this Lease:

(a)	Demised Premises Address:	4600 ShelbyDrive, Suite 108    Memphis, Tennessee  38118

(b)	Demised Premises Square Footage:approximately 35,375 sq. ft.

(c)	Building Square Footage:  approximately111,250 sq. ft.

(d)	Annual Base Rent:

				Lease Year 1	$122,043.75

				Lease Year 2	$122,043.75

				Lease Year 3	$122,043.75

				Lease Year 4	$134,425.00

				Lease Year 5	$134,425.00

				Lease Year 6	$143,268.75

				

				Lease Year 7	$143,268.75

		(e)	Monthly Base Rent Installments:

				Lease Year 1	$10,170.31

				Lease Year 2	$10,170.31

				Lease Year 3	$10,170.31

				Lease Year 4	$11,202.08

				Lease Year 5	$11,202.08

				Lease Year 6	$11,939.06

				Lease Year 7	$11,939.06

		(f)	Lease Commencement Date:  February 1, 2002

		(g)	Base Rent Commencement Date:  May 1, 2002

		(h)	Expiration Date:  April 30, 2009

		(i)	Primary Term:  Seven (7) years, three (3)months

		(j)	Tenant's Operating Expense Percentage:  31.8%(subject to adjustment in accordance with Special Stipulation 1).

		(k)	Security Deposit: $14,680.63

		(l)	Permitted Use: Light biopharmaceuticalmanufacturing, processing, shipping and receiving of biopharmaceutical productsand substances required for such research and development, office andadministrative use related thereto and all reasonably incidental orcomplementary purposes; provided, however, the Permitted Use (a) shall neverinclude any use prohibited by Section 16 of this Lease, (b) shall never extendto or allow the use or storage of radioactive or biohazardous materials at theDemised Premises other than the Permitted Hazardous Substances or any AdditionalPermitted Hazardous Substances (as defined in Section 16), (c) shall neverinclude any heavy manufacturing, the manufacture or production of chemicals orpetroleum (or distillates thereof) or any other use wherein a HazardousSubstance (as defined in Section 16) constitutes the principal or primaryproduct of the business to be conducted at the Demised Premises, (d) must not,in the reasonable judgment of Landlord, result in a material risk ofContamination (as defined in Section 16) at the Demised Premises.

		(m)	Address for notice:

			Landlord:		Shelby DriveCorporation

c/o L & B Realty Advisors, Inc.

8750 N. Central Expressway

Suite 800

Dallas, Texas 75231

Attn: Mr. Ed Daley

			Tenant:			Cell Genesys, Inc.

342 Lakeside Drive

Foster City, California  94404

		(n)	Address for rental payments:

Shelby Drive Corporation

c/o IDI Services Group, Inc.

3424 Peachtree Road, N.E., Suite 1500

Atlanta, Georgia  30326

		(o)	Broker(s):   		none

		(p)	Guarantor:		none

	2.	Demised  Premises.  For and in consideration of the renthereinafter reserved and the mutual covenants hereinafter contained, Landlorddoes hereby lease and demise unto Tenant, and Tenant does hereby hire, lease andaccept, from Landlord all upon the terms and conditions hereinafter set forththe following premises, referred to as the "Demised Premises", as outlined onExhibit A-1 attached hereto and incorporated herein:  approximately35,375 square feet of space, approximately 3,600 square feet of which is officespace, having an address as set forth in Section 1(a), located within Building M(the "Building"), which contains a total of approximately 111,250 square feetand is located within Southpark (the "Project"), located in Shelby County,Tennessee.  

	3.	Term.  To have and to hold the DemisedPremises for a preliminary term (the "Preliminary Term") commencing on the LeaseDate and ending on the Lease Commencement Date as set forth in Section 1(f), anda primary term (the "Primary Term") commencing on the Lease Commencement Dateand terminating on the Expiration Date as set forth in Section 1(h), as theLease Commencement Date and the Expiration Date may be revised pursuant toSection 17 (the Preliminary Term, the Primary Term, and any and all extensionsthereof, herein referred to as the "Term").  The term "Lease Year", as used inthis Lease, shall mean the 12-month period commencing on the Base RentCommencement Date, and each 12-month period thereafter during the Term;*provided, however,* that (i) the first Lease Year will include theperiod between the Lease Commencement Date and the Base Rent Commencement Date,if applicable, and (ii) if the Base Rent Commencement Date is a day otherthan the first day of a calendar month, the first Lease Year shall include theperiod between the Base Rent Commencement Date and the end of the calendar monthin which the Base Rent Commencement Date occurs and shall extend through the endof the twelfth (12th) full calendar month following the Base Rent CommencementDate.   

	4.	Base Rent.  Tenant shall pay to Landlord atthe address set forth in Section 1(n), as base rent for the Demised Premises,commencing on the Base Rent Commencement Date and continuing throughout the Termin lawful money of the United States, the annual amount set forth in Section1(d) payable in equal monthly installments as set forth in Section 1(e) (the"Base Rent"), payable in advance, without demand and without abatement,reduction, set-off or deduction, on the first day of each calendar month duringthe Term.  If the Base Rent Commencement Date shall fall on a day other than thefirst day of a calendar month, the Base Rent shall be apportioned pro rata on aper diem basis (i) for the period between the Base Rent Commencement Date andthe first day of the following calendar month (which pro rata payment shall bedue and payable on the Base Rent Commencement Date), and (ii) for the lastpartial month of the Term, if applicable.  No payment by Tenant or receipt byLandlord of rent hereunder shall be deemed to be other than on account of theamount due, and no endorsement or statement on any check or any letteraccompanying any check or payment of rent shall be deemed an accord andsatisfaction, and Landlord may accept such check as payment without prejudice toLandlord's right to recover the balance of such installment or payment of rentor pursue any other remedies available to Landlord.

	5.	Security Deposit.  Upon Tenant's executionof this Lease, Tenant will pay to Landlord the sum set forth in Section 1(k)(the "Security Deposit") as security for the full and faithful performance byTenant of each and every term, covenant and condition of this Lease. Theacceptance by Landlord of the Security Deposit paid by Tenant shall not renderthis Lease effective unless and until Landlord shall have executed and deliveredto Tenant a fully executed copy of this Lease.  The Security Deposit may becommingled with Landlord's other funds or held by Landlord in a separateinterest bearing account, with interest paid to Landlord, as Landlord may elect.In the event that Tenant is in default under this Lease, Landlord may retainthe security Deposit for the payment of any sum due Landlord or which Landlordmay expend or be required to expend by reason of Tenant's default or failure toperform; provided, however, that any such retention by Landlordshall not be or be deemed to be an election of remedies by Landlord or viewed asliquidated damages, it being expressly understood and agreed that Landlord shallhave the right to pursue any and all other remedies available to it under theterms of this Lease or otherwise.  In the event all or any portion of theSecurity Deposit is so retained by Landlord, Tenant shall, within five (5)business days of demand therefor from Landlord, replenish the Security Depositto the full amount set forth in Section 1(k).  In the event that Tenant shallcomply with all of the terms, covenants and conditions of this Lease, thesecurity deposit shall be returned to Tenant within thirty (30) days after thelater of (a) the Expiration Date or (b) the date that Tenant delivers possessionof the Demised Premises to Landlord.  In the event of a sale of the Building,Landlord shall have the right to transfer the security deposit to the purchaser,and upon acceptance by such purchaser, Landlord shall be released from allliability for the return of the security deposit.  Tenant shall not assign orencumber the money deposited as security, and neither Landlord nor itssuccessors or assigns shall be bound by any such assignment or encumbrance.

	6.	Operating Expenses and Additional Rent.

		(a)	Tenant agrees to pay as Additional Rent (asdefined in Section 6(b) below) its proportionate share of Operating Expenses (ashereinafter defined).  "Operating Expenses" shall be defined as all reasonableexpenses for operation, repair, replacement and maintenance as necessary to keepthe Building and the common areas, driveways, and parking areas associatedtherewith (collectively, the "Building Common Area") in good order, conditionand repair, including but not limited to, utilities for the Building CommonArea, expenses associated with the driveways and parking areas (includingsealing and restriping, and trash, snow and ice removal), security systems, firedetection and prevention systems, lighting facilities, landscaped areas,walkways, painting and caulking, directional signage, curbs, drainage strips,sewer lines, all charges assessed against or attributed to the Building pursuantto any applicable easements, covenants, restrictions, agreements, declaration ofprotective covenants or development standards, property management fees, allreal property taxes and special assessments imposed upon the Building, theBuilding Common Area and the land on which the Building and the Building CommonArea are constructed, all costs of insurance paid by Landlord with respect tothe Building and the Building Common Area, and costs of improvements to theBuilding and the Building Common Area required by any law, ordinance orregulation applicable to the Building and the Building Common Area generally(and not because of the particular use of the Building or the Building CommonArea by a particular tenant), which cost shall be amortized on a straight linebasis over the useful life of such improvement, as reasonably determined byLandlord.  Operating Expenses shall not include expenses for the costs of anymaintenance and repair required to be performed by Landlord at its own expenseunder Section (10)(b).  Further, Operating Expenses shall not include thecosts for capital improvements unless such costs are incurred for the purpose ofcausing a material decrease in the Operating Expenses of the Building or theBuilding Common Area or are incurred with respect to improvements made to complywith laws, ordinances or regulations as described above. The proportionate shareof Operating Expenses to be paid by Tenant shall be a percentage of theOperating Expenses based upon the proportion that the square footage of theDemised Premises bears to the total square footage of the Building (such figurereferred to as "Tenant's Operating Expense Percentage" and set forth in Section1(j)).  Prior to or promptly after the beginning of each calendar year duringthe Term, Landlord shall estimate the total amount of Operating Expenses to bepaid by Tenant during each such calendar year and Tenant shall pay to Landlordone-twelfth (1/12) of such sum on the first day of each calendar month duringeach such calendar year, or part thereof, during the Term.  Within a reasonabletime after the end of each calendar year, Landlord shall submit to Tenant astatement of the actual amount of Operating Expenses for such calendar year, andthe actual amount owed by Tenant, and within thirty (30) days after receipt ofsuch statement, Tenant shall pay any deficiency between the actual amount owedand the estimates paid during such calendar year, or in the event ofoverpayment, Landlord shall credit the amount of such overpayment toward thenext installment of Operating Expenses owed by Tenant or remit such overpaymentto Tenant if the Term has expired or has been terminated and no Event of Defaultexists hereunder.  The obligations in the immediately preceding sentence shallsurvive the expiration or any earlier termination of this Lease.  If the LeaseCommencement Date shall fall on other than the first day of the calendar year,and/or if the Expiration Date shall fall on other than the last day of thecalendar year, Tenant's proportionate share of the Operating Expenses for suchcalendar year shall be apportioned prorata.

		(b)	Any amounts required to be paid by Tenanthereunder (in addition to Base Rent) and any charges or expenses incurred byLandlord on behalf of Tenant under the terms of this Lease shall be considered"Additional Rent" payable in the same manner and upon the same terms andconditions as the Base Rent reserved hereunder except as set forth herein to thecontrary.  Any failure on the part of Tenant to pay such Additional Rent whenand as the same shall become due shall entitle Landlord to the remediesavailable to it for non-payment of Base Rent.  Tenant's obligations for paymentof Additional Rent shall begin to accrue on the Lease Commencement Dateregardless of the Base Rent Commencement Date.

		(c)	If applicable in the jurisdiction where theDemised Premises are located, Tenant shall pay and be liable for all rental,sales, use and inventory taxes or other similar taxes, if any, on the amountspayable by Tenant hereunder levied or imposed by any city, state, county orother governmental body having authority, such payments to be in addition to allother payments required to be paid Landlord by Tenant under the terms of thisLease.  Such payment shall be made by Tenant directly to such governmental bodyif billed to Tenant, or if billed to Landlord, such payment shall be paidconcurrently with the payment of the Base Rent, Additional Rent, or such othercharge upon which the tax is based, all as set forth herein.

	7.	Use of Demised Premises.

		(a)	The Demised Premises shall be used for thePermitted Use set forth in Section 1(l) and for no other purpose.

		(b)	Tenant will permit no liens to attach or existagainst the Demised Premises which are not satisfied or bonded within fifteen(15) days of such attachment, and shall not commit any waste.

		(c)	The Demised Premises shall not be used for anyillegal purposes, and Tenant shall not allow, suffer, or permit any vibration,noise, odor, light or other effect to occur within or around the DemisedPremises that could constitute a nuisance or trespass for Landlord or anyoccupant of the Building or an adjoining building, its customers, agents, orinvitees.  Upon notice by Landlord to Tenant that any of the aforesaidprohibited uses are occurring, Tenant agrees to promptly remove or control thesame.

		(d)	Tenant shall not in any way violate any law,ordinance or restrictive covenant affecting the Demised Premises, and shall notin any manner use the Demised Premises so as to cause cancellation of, preventthe use of, or increase the rate of, the fire and extended coverage insurancepolicy required hereunder.  Landlord makes no (and does hereby expresslydisclaim any) covenant, representation or warranty as to the Permitted Use beingallowed by or being in compliance with any applicable laws, rules, ordinances orrestrictive covenants now or hereafter affecting the Demised Premises, and anyzoning letters, copies of zoning ordinances or other information from anygovernmental agency or other third party provided to Tenant by Landlord or anyof Landlord's agents or employees shall be for informational purposes only,Tenant hereby expressly acknowledging and agreeing that Tenant shall conduct andrely solely on its own due diligence and investigation with respect to thecompliance of the Permitted Use with all such applicable laws, rules, ordinancesand restrictive covenants and not on any such information provided by Landlordor any of its agents or employees.

		(e)	In the event insurance premiums pertaining tothe Demised Premises, the Building, or the Building Common Area, whether paid byLandlord or Tenant, are increased over the least hazardous rate available due tothe nature of the use of the Demised Premises by Tenant, Tenant shall pay suchadditional amount as Additional Rent.

	8.	Insurance.

		(a)	Tenant covenants and agrees that from andafter the Lease Commencement Date or any earlier date upon which Tenant entersor occupies the Demised Premises or any portion thereof, Tenant will carry andmaintain, at its sole cost and expense, the following types of insurance, in theamounts specified and in the form hereinafter provided for:

			(i)	Liability insurance in the CommercialGeneral Liability form (including Broad Form Property Damage and ContractualLiabilities or reasonable equivalent thereto) covering the Demised Premises andTenant's use thereof against claims for bodily injury or death, property damageand product liability occurring upon, in or about the Demised Premises, suchinsurance to be written on an occurrence basis (not a claims made basis), to bein combined single limits amounts not less than $5,000,000.00 and to havegeneral aggregate limits of not less than $6,000,000.00 for each policy year.The insurance coverage required under this Section 8(a)(i) shall, in addition,extend to any liability of Tenant arising out of the indemnities provided for inSection 11 and, if necessary, the policy shall contain a contractual endorsementto that effect.

			(ii)	Insurance covering (A) all of theImprovements (as defined in Section 17 hereof), including but not limited todemising walls and the heating, ventilating and air conditioning system, whetherinstalled by or at the expense of Landlord or Tenant, and (B) Tenant's tradefixtures, merchandise and personal property from time to time in, on or upon theDemised Premises, in an amount not less than one hundred percent (100%) of theirfull replacement value from time to time during the Term, providing protectionagainst perils included within the standard form of "all-risks" fire andcasualty insurance policy, together with insurance against sprinkler damage,vandalism and malicious mischief.  Any policy proceeds from such insurancerelating to the Improvements shall be used solely for the repair, constructionand restoration or replacement of the Improvements damaged or destroyed unlessthis Lease shall cease and terminate under the provisions ofSection 20.

		(b)	All policies of the insurance provided for inSection 8(a) shall be issued in form reasonably acceptable to Landlord byinsurance companies with a rating of not less than "A," and financial size ofnot less than Class XII, in the most current available "Best's InsuranceReports", and licensed to do business in the state in which the Building islocated.  Each and every such policy:

			(i)	shall name Landlord, Lender (as defined inSection 24), and any other party reasonably designated by Landlord, as anadditional insured.  In addition, the coverage described inSection 8(a)(ii)(A) relating to the Improvements shall also name Landlordas "loss payee";

			(ii)	shall be delivered to Landlord, in theform of an insurance certificate acceptable to Landlord as evidence of suchpolicy, prior to the Lease Commencement Date and thereafter within thirty (30)days prior to the expiration of each such policy, and, as often as any suchpolicy shall expire or terminate.  Renewal or additional policies shall beprocured and maintained by Tenant in like manner and to like extent;

			(iii)	shall contain a provision that theinsurer will give to Landlord and such other parties in interest at least thirty(30) days notice in writing in advance of any material change, cancellation,termination or lapse, or the effective date of any reduction in the amounts ofinsurance; and

			(iv)	shall be written as a primary policywhich does not contribute to and is not in excess of coverage which Landlord maycarry.

		(c)	In the event that Tenant shall fail to carryand maintain the insurance coverages set forth in this Section 8, Landlord mayupon thirty (30) days notice to Tenant (unless such coverages will lapse inwhich event no such notice shall be necessary) procure such policies ofinsurance and Tenant shall promptly reimburse Landlord therefor.

		(d)	Landlord and Tenant hereby waive any rightseach may have against the other on account of any loss or damage occasioned toLandlord or Tenant, as the case may be, their respective property, the DemisedPremises, its contents or to the other portions of the Building, arising fromany risk covered by all risks fire and extended coverage insurance of the typeand amount required to be carried hereunder, provided that such waiver does notinvalidate such policies or prohibit recovery thereunder.  The parties heretoshall cause their respective insurance companies insuring the property of eitherLandlord or Tenant against any such loss, to waive any right of subrogation thatsuch insurers may have against Landlord or Tenant, as the case may be.

	9.	Utilities.  During the Term, Tenant shallpromptly pay as billed to Tenant all rents and charges for water and sewerservices and all costs and charges for gas, steam, electricity, fuel, light,power, telephone, heat and any other utility or service used or consumed in orservicing the Demised Premises and all other costs and expenses involved in thecare, management and use thereof.  To the extent reasonably possible, suchutilities shall be separately metered and billed to Tenant.  In the event anysuch utilities are separately metered, Tenant's obligation for payment of suchutilities shall commence as of the date of Tenant's actual occupancy of all orany portion of the Demised Premises, including any period of occupancy prior tothe Lease Commencement Date, regardless of whether or not Tenant conductsbusiness operations during such period of occupancy.  Any utilities which arenot separately metered shall be billed to Tenant by Landlord at Landlord'sactual cost.  In the event Tenant's use of any utility not metered is in excessof the average use by other tenants, Landlord shall have the right to install ameter for such utility, at Tenant's expense, and bill Tenant for Tenant's actualuse.  If Tenant fails to pay any utility bills or charges, Landlord may, at itsoption and upon reasonable notice to Tenant, pay the same and in such event, theamount of such payment, together with interest thereon at the Interest Rate asdefined in Section 32 from the date of such payment by Landlord, will be addedto Tenant's next due payment as Additional Rent.

	10.	Maintenance and Repairs.

		(a)	Tenant shall, at its own cost and expense,maintain in good condition and repair and replace as necessary the interior ofthe Demised Premises, including but not limited to the heating, air conditioningand ventilation systems, glass, windows and doors, sprinkler, all plumbing andsewage systems, fixtures, interior walls, floors (including floor slabs),ceilings, storefronts, plate glass, skylights, all electrical facilities andequipment including, without limitation, lighting fixtures, lamps, fans and anyexhaust equipment and systems, electrical motors, and all other appliances andequipment (including, without limitation, dock levelers, dock shelters, dockseals and dock lighting) of every kind and nature located in, upon or about theDemised Premises, except as to such maintenance, repair and replacement as isthe obligation of Landlord pursuant to Section 10(b).  During the Term, Tenantshall either (a) maintain in full force and effect a service contract for themaintenance of the heating, ventilation and air conditioning systems with anentity reasonably acceptable to Landlord or (b) provide for the maintenance ofthe heating, ventilation and air conditioning systems with its own employees solong as such employees are qualified (as reasonably evidenced to Landlord) andprovided that, if Landlord, in its reasonable opinion deems such maintenance atany time throughout the Term to be inadequate or inefficient, then Tenant shall,at Landlord's request, enter into a service contract as required in part (a)above.  Tenant shall deliver to Landlord (i) a copy of said service contractprior to the Lease Commencement Date, and (ii) thereafter, a copy of a renewalor substitute service contract within thirty (30) days prior to the expirationof the existing service contract.  Tenant's obligation shall exclude anymaintenance, repair and replacement required because of the act or negligence ofLandlord, its employees, contractors or agents, which shall be theresponsibility of Landlord.

		(b)	Landlord shall, at its own cost and expense,maintain in good condition and repair the roof, foundation (beneath the floorslab) and structural frame of the Building.  Landlord's obligation shall excludethe cost of any maintenance or repair required because of the act or negligenceof Tenant or any of Tenant's or such subsidiaries' or affiliates' agents,contractors, employees, licensees and invitees (collectively, "Tenant'sAffiliates"), the cost of which shall be the responsibility of Tenant.

		(c)	Unless the same is caused solely by thenegligent action or inaction of Landlord, its employees or agents, and is notcovered by the insurance required to be carried by Tenant pursuant to the termsof this Lease, Landlord shall not be liable to Tenant or to any other person forany damage occasioned by failure in any utility system or by the bursting orleaking of any vessel or pipe in or about the Demised Premises, or for anydamage occasioned by water coming into the Demised Premises or arising from theacts or neglects of occupants of adjacent property or the public.

	11.	Tenant's Personal Property; Indemnity.All of Tenant's personal property in the Demised Premises shall be and remain atTenant's sole risk.  Landlord, its agents, employees and contractors, shall notbe liable for, and Tenant hereby releases Landlord from, any and all liabilityfor theft thereof or any damage thereto occasioned by any act of God or by anyacts, omissions or negligence of any persons.  Landlord, its agents, employeesand contractors, shall not be liable for any injury to the person or property ofTenant or other persons in or about the Demised Premises, Tenant expresslyagreeing to indemnify and save Landlord, its agents, employees and contractors,harmless, in all such cases, except, in the case of personal injury only, to theextent caused by the negligence of Landlord, its agents, employees andcontractors.  Tenant further agrees to indemnify and reimburse Landlord for anycosts or expenses, including, without limitation, attorneys' fees, that Landlordreasonably may incur in investigating, handling or litigating any such claimagainst Landlord by a third person, unless such claim arose from the negligenceof Landlord, its agents, employees or contractors.  The provisions of thisSection 11 shall survive the expiration or earlier termination of this Leasewith respect to any damage, injury or death occurring before such expiration ortermination.

	12.	Tenant's Fixtures.  Tenant shall have theright to install in the Demised Premises trade fixtures required by Tenant orused by it in its business, and if installed by Tenant, to remove any or allsuch trade fixtures from time to time during the Term of this Lease, provided noEvent of Default, as defined in Section 22, then exists; provided,however, that (i) Tenant shall repair and restore any damage or injury tothe Demised Premises (to the condition in which the Demised Premises existedprior to such installation) caused by the installation and/or removal of anysuch trade fixtures, and (ii) upon or prior to the expiration of the Term,Tenant shall have the obligation (as opposed to the right) to perform suchremoval, repair and restoration, subject to and in accordance with Section 30(b)hereof.

	13.	Signs.  No sign, advertisement or noticeshall be inscribed, painted, affixed, or displayed on the windows or exteriorwalls of the Demised Premises or on any public area of the Building, except insuch places, numbers, sizes, colors and styles as are approved in advance inwriting by Landlord, such approval not to be unreasonably withheld, and whichconform to all applicable laws, ordinances, or covenants affecting the DemisedPremises.  Any and all signs installed or constructed by or on behalf of Tenantpursuant hereto shall be installed, maintained and removed by Tenant at Tenant'ssole cost and expense.

	14.	Landlord's Lien.  Notwithstanding any otherprovision hereof to the contrary, Tenant does hereby grant to Landlord, andLandlord shall have at all times, a security interest in and a valid first lienupon all of the personal property and trade fixtures of Tenant situated in andupon the Demised Premises to secure the obligations of Tenant for all Base Rent,Additional Rent and other sums to become due hereunder and the performance byTenant of each and all of Tenant's other covenants and obligations hereunder.The security interest and lien granted herein may be foreclosed in the mannerand form provided by law for the foreclosure of chattel mortgages or in anyother manner provided or permitted by law. Landlord does hereby agree tosubordinate the lien granted herein, as well as any statutory lien granted toLandlord, to the lien of any institutional lender providing purchase moneyfinancing to Tenant that is secured by Tenant's trade fixtures, equipment,inventory or other personal property located at the Demised Premises, allpursuant to a landlord lien subordination agreement in form and substancereasonably satisfactory to Landlord.

	15.	Governmental Regulations.  Tenant shallpromptly comply throughout the Term, at Tenant's sole cost and expense, with allpresent and future laws, ordinances, orders, rules, regulations or requirementsof all federal, state and municipal governments and appropriate departments,commissions, boards and officers thereof (collectively, "GovernmentalRequirements") relating to (a) all or any part of the Demised Premises, and (b)the use or manner of use of the Demised Premises and the Building Common Area.Tenant shall also observe and comply with the requirements of all policies ofpublic liability, fire and other policies of insurance at any time in force withrespect to the Demised Premises.  Without limiting the foregoing, if as a resultof one or more Governmental Requirements it is necessary, from time to timeduring the Term, to perform an alteration or modification of the DemisedPremises or the Building Common Area (a "Code Modification") which is madenecessary as a result of the specific use being made by Tenant of the DemisedPremises, then such Code Modification shall be the sole and exclusiveresponsibility of Tenant in all respects; any such Code Modification shall bepromptly performed by Tenant at its expense in accordance with the applicableGovernmental Requirement and with Section 18 hereof.  If as a result of one ormore Governmental Requirements it is necessary from time to time during the Termto perform a Code Modification which (i) would be characterized as a capitalexpenditure under generally accepted accounting principles and (ii) is notmade necessary as a result of the specific use being made by Tenant of theDemised Premises (as distinguished from an alteration or modification whichwould be required to be made by the owner of any warehouse-office buildingcomparable to the Building irrespective of the use thereof by any particularoccupant), then (a) Landlord shall have the obligation to perform the CodeModification at its expense, (b) the cost of such Code Modification shall beamortized on a straight-line basis over the useful life of the item in question,as reasonably determined by Landlord, and (c) Tenant shall be obligated to pay(as Additional Rent, payable in the same manner and upon the same terms andconditions as the Base Rent reserved hereunder) for the portion of suchamortized costs attributable to the remainder of the Term, including anyextensions thereof.  Tenant shall promptly send to Landlord a copy of anywritten notice received by Tenant requiring a Code Modification.

	16.	Environmental Matters.

		(a)	For purposes of this Lease:

				(i)	"Contamination" as used herein meansthe presence of or release of Hazardous Substances (as hereinafter defined) intoany environmental media from, upon, within, below, into or on any portion of theDemised Premises, the Building, the Building Common Area or the Project so as torequire remediation, cleanup or investigation under any applicable EnvironmentalLaw (as hereinafter defined).

				(ii)	"Environmental Laws" as used hereinmeans all federal, state, and local laws, regulations, orders, permits,ordinances or other requirements, which exist now or as may exist hereafter,concerning protection of human health, safety and the environment, all as may beamended from time to time.

				(iii)	"Hazardous Substances" as usedherein means any hazardous or toxic substance, material, chemical, pollutant,contaminant or waste as those terms are defined by any applicable EnvironmentalLaws (including, without limitation, the Comprehensive Environmental Response,Compensation and Liability Act, 42 U.S.C. 9601 et seq. ("CERCLA") and theResource Conservation and Recovery Act, 42 U.S.C. 6901 et seq. ["RCRA"]) and anysolid wastes, polychlorinated biphenyls, urea formaldehyde, asbestos,radioactive materials, radon, explosives, petroleum products and oil.

		(b)	Landlord represents that, except as revealedto Tenant in writing by Landlord, to Landlord's actual knowledge, Landlord hasnot treated, stored or disposed of any Hazardous Substances upon or within theDemised Premises, nor, to Landlord's actual knowledge, has any predecessor ownerof the Demised Premises.

		(c)	Tenant covenants that all its activities, andthe activities of Tenant's Affiliates (as defined in Section 10(b)), on theDemised Premises, the Building, or the Project during the Term will be conductedin compliance with Environmental Laws.  Tenant warrants that it is currently incompliance with all applicable Environmental Laws and that there are no pendingor threatened notices of deficiency, notices of violation, orders, or judicialor administrative actions involving alleged violations by Tenant of anyEnvironmental Laws.  Tenant, at Tenant's sole cost and expense, shall beresponsible for obtaining all permits or licenses or approvals underEnvironmental Laws necessary for Tenant's operation of its business on theDemised Premises and shall make all notifications and registrations required byany applicable Environmental Laws.  Tenant, at Tenant's sole cost and expense,shall at all times comply with the terms and conditions of all such permits,licenses, approvals, notifications and registrations and with any otherapplicable Environmental Laws.  Tenant warrants and agrees that, prior to itsreceipt of its certificate of occupancy and prior to causing any HazardousMaterials to be brought onto the Building or Project, it will have obtained allsuch permits, licenses or approvals and made all such notifications andregistrations required by any applicable Environmental Laws necessary forTenant's operation of its business on the Demised Premises.

		(d)	Except for the Permitted Hazardous Substancesand any Additional Permitted Hazardous Substances (as those terms arehereinafter defined), Tenant shall not cause or permit any Hazardous Substancesto be brought upon, kept or used in or about the Demised Premises, the Building,or the Project without the prior written consent of Landlord, which consentshall not be unreasonably withheld; provided, however, that theconsent of Landlord shall not be required for the use at the Demised Premises ofcleaning supplies, toner for photocopying machines and other similar materials,in containers and quantities reasonably necessary for and consistent with normaland ordinary use by Tenant in the routine operation or maintenance of Tenant'soffice equipment or in the routine janitorial service, cleaning and maintenancefor the Demised Premises.  For purposes of this Section 16, Landlord shall bedeemed to have reasonably withheld consent if Landlord determines that thepresence of such Hazardous Substance within the Demised Premises could result ina risk of harm to person or property or otherwise negatively affect the value ormarketability of the Building or the Project.  Landlord acknowledges and agreesthat any Hazardous Substances which are listed on Exhibit "F" attachedhereto and incorporated herein may be used by Tenant at the Demised Premises inconnection with the Permitted Use, in the quantities described inExhibit "F", without the consent of Landlord and are hereinafterreferred to collectively as the "Permitted Hazardous Substances".  Tenant herebyrepresents that the Hazardous Substances described on Exhibit "F"are reasonably required for the conduct of the Permitted Use or the maintenanceof the Demised Premises.  So long as the use of the Additional PermittedHazardous Substances is not prohibited under subsection (f) of thisSection 16, Tenant shall have the right, with the prior consent of Landlordwhich shall not be unreasonably withheld, to add to the list of PermittedHazardous Substances such additional Hazardous Substances ("Additional PermittedHazardous Substances") as Tenant deems necessary to conduct the Permitted Use,subject to compliance with all the requirements of this Section 16.  Priorto using any Additional Permitted Hazardous Substances in the Demised Premises,Tenant shall notify Landlord in writing of the nature of such AdditionalPermitted Hazardous Substances and shall, at the expense of Tenant, cause to beprepared an environmental management plan (the "Plan"), for the AdditionalPermitted Hazardous Substances, by either (i) an employee of Tenant whosequalifications to prepare the Plan must be reasonably acceptable to Landlord or(ii) an environmental consultant reasonably acceptable to Landlord (asapplicable, the "Environmental Consultant").  Such Plan shall detail the stepswhich Tenant must take to be in compliance with all applicable EnvironmentalLaws and to handle the Additional Permitted Hazardous Substances in a safe andprudent manner.  Tenant agrees that Tenant will use the Additional PermittedHazardous Substances in accordance with the Plan.  Landlord shall have the right(at the expense of Landlord except as hereinafter expressly provided), upongiving two business days prior written notice to Tenant, to cause anenvironmental consultant (which will be the Environmental Consultant unless suchperson is an employee or affiliate of Tenant) to inspect the Demised Premisessemi-annually for the purpose of ascertaining compliance with the Plan.Landlord shall provide to Tenant any written report delivered to Landlord by itsenvironmental consultant as a result of any such inspection.  If, on the basisof such written compliance report, it is determined that Tenant has failed tocomply in any material respect with the Plan, Tenant shall be responsible forreimbursing Landlord for the fees and expenses of its environmental consultantactually incurred by Landlord (in addition to all other duties andresponsibilities of Tenant under this Section 16 which may relate to thenon-compliance with the Plan).

		(e)	Tenant shall not cause or permit the releaseof any Hazardous Substances by Tenant or Tenant's Affiliates into anyenvironmental media such as air, water or land, or into or on the DemisedPremises, the Building or the Project in any manner that violates anyEnvironmental Laws.  If such release shall occur, Tenant shall (i) take allsteps reasonably necessary to contain and control such release and anyassociated Contamination, (ii) clean up or otherwise remedy such releaseand any associated Contamination to the extent required by, and take any and allother actions required under, applicable Environmental Laws and(iii) notify and keep Landlord reasonably informed of such release andresponse.

		(f)	Regardless of any consents granted by Landlordpursuant to Section 16(d) allowing Hazardous Substances upon the DemisedPremises, Tenant shall under no circumstances whatsoever cause or permit(i) any activity on the Demised Premises which would cause the DemisedPremises to become subject to regulation as a hazardous waste treatment, storageor disposal facility under RCRA or the regulations promulgated thereunder,(ii) the discharge of Hazardous Substances into the storm sewer systemserving the Project or (iii) the installation of any underground storagetank or underground piping on or under the Demised Premises.

		(g)	Tenant shall and hereby does indemnifyLandlord and hold Landlord harmless from and against any and all expense, loss,and liability suffered by Landlord (except to the extent that such expenses,losses, and liabilities arise out of Landlord's own negligence or willful act),by reason of the  storage, generation, release, handling, treatment,transportation, disposal, or arrangement for transportation or disposal, of anyHazardous Substances (whether accidental, intentional, or negligent) by Tenantor Tenant's Affiliates or by reason of Tenant's breach of any of the provisionsof this Section 16.  Such expenses, losses and liabilities shall include,without limitation, (i) any and all expenses that Landlord may incur tocomply with any Environmental Laws; (ii) any and all costs that Landlordmay incur in studying or remedying any Contamination at or arising from theDemised Premises, the Building, or the Project; (iii) any and all coststhat Landlord may incur in studying, removing, disposing or otherwise addressingany Hazardous Substances; (iv) any and all fines, penalties or othersanctions assessed upon Landlord; and (v) any and all legal andprofessional fees and costs incurred by Landlord in connection with theforegoing.  The indemnity contained herein shall survive the expiration orearlier termination of this Lease.

	17.	Construction of Improvements.

		(a)	Tenant shall be responsible for constructingthe interior improvements within the Demised Premises (the "Improvements").Tenant's proposed architect/engineer and construction contractor is subject toLandlord's prior approval, which approval shall not be unreasonably withheld ordelayed.  At least two weeks prior to obtaining its construction permits fromthe applicable governmental entity,  Tenant shall, at its sole cost and expense,prepare and submit to Landlord for Landlord's written approval or disapproval(which approval will not be unreasonably withheld or conditioned) a complete setof plans and specifications and construction drawings (collectively, the "Plansand Specifications") covering all work to be performed by Tenant in constructingthe Improvements.  The Plans and Specifications shall be in such detail asLandlord may reasonably require and shall be in compliance with all applicablestatutes, ordinances and regulations; provided, however, that Landlord'sapproval of the Plans and Specifications shall not be deemed to be a warranty orrepresentation that the Plans and Specifications comply with all applicablestatutes, ordinances and regulations.  Landlord shall review the Plans andSpecifications and indicate requested changes, if any, by written notice toTenant, within fifteen (15) days after receipt of the Plans and Specificationsby Landlord.  If Landlord fails to indicate such requested changes to the Plansand Specifications by such date, the Plans and Specifications shall be deemedapproved.  Thereafter, any changes to the Plans and Specifications shall besubject to Landlord's written approval.

		(b)	Landlord shall deliver the Demised Premisesonthe Lease Date.  Tenant hereby expressly acknowledges and agrees that itaccepts, and shall be deemed to have accepted, the Demised Premises AS IS, WHEREIS, and as suitable for the purposes for which the same are leased hereby.Tenant's acceptance of the Demised Premises prior to the Lease Commencement Dateshall not be deemed to create an obligation to pay Base Rent or Additional Rentprior to the dates set forth herein, provided that Tenant shall otherwise complywith all of the terms and conditions of this Lease upon acceptance of theDemised Premises. 

		(c)	Tenant or its contractor shall construct theImprovements in a good, lien free, first-class and workmanlike manner and inaccordance with the Plans and Specifications.  Tenant shall carry, or cause itscontractor to carry, insurance reasonably satisfactory to Landlord throughoutthe construction of the Improvements.  If Tenant shall fail to complete theImprovements by the Base Rent Commencement Date, Tenant's obligation to pay renthereunder shall nevertheless begin on the Base Rent Commencement Date. 

		(d)	Upon substantial completion of theImprovements, a representative of Landlord and a representative of Tenanttogether shall inspect the Demised Premises and generate a punchlist ofdefective or uncompleted items relating to the completion of construction of theImprovements.  Tenant shall, within a reasonable time after such punchlist isprepared and agreed upon by Landlord and Tenant, complete such incomplete workand remedy such defective work as are set forth on the punchlist. 

		(e)	Landlord shall reimburse Tenant for Tenant'scosts (as defined in subsection (f) below) incurred in constructing theImprovements, up to an amount equal to $29,288.70 (the "Tenant Allowance") atsuch time as Tenant or its contractor has: 

		(i)	substantially completed the Improvements and received anddelivered to Landlord a certificate of occupancy from the applicable governingauthority; 

		(ii)	delivered to Landlord lien waivers and affidavits fromTenant's contractor, all subcontractors, and all laborers or materials suppliershaving performed any work at the Demised Premises relating to the Improvements,together with any other evidence reasonably required by Landlord to satisfyLandlord's title insurer that there are no parties entitled to file a lienagainst the real property underlying the Project in connection with such work;and 

		(iii)	delivered to Landlord all invoices, receipts and otherevidence reasonably required by Landlord to evidence the cost of theImprovements.

		(f)	Tenant's costs for construction of the Improvements shallinclude the cost of the Plans and Specifications, and all tenant buildout,including, without limitation, demising walls, utilities, the heating,ventilating and air conditioning system.  IDI Services Group, Landlord'sproperty manager, shall be entitled to a construction management fee in theamount of $1,394.70, which amount shall be deducted from the TenantAllowance.

		(g)	Tenant shall be responsible for all costs ofconstruction of the Improvements in excess of the Tenant Allowance.

	18.	Tenant Alterations and Additions.  

		(a)  Following completion of the initial Improvementsin accordance with Section 17 above, Tenant shall not make or permit to be madeany alterations, improvements, or additions to the Demised Premises (a "Tenant'sChange"), without first obtaining on each occasion Landlord's prior writtenconsent (which consent Landlord agrees not to unreasonably withhold) andLender's prior written consent (if such consent is required).  As part of itsapproval process, Landlord may require that Tenant submit plans andspecifications to Landlord, for Landlord's approval or disapproval, whichapproval shall not be unreasonably withheld.  All Tenant's Changes shall beperformed in accordance with all legal requirements applicable thereto and in agood and workmanlike manner with first-class materials.  Tenant shall maintaininsurance reasonably satisfactory to Landlord during the construction of allTenant's Changes.  If Landlord at the time of giving its approval to anyTenant's Change notifies Tenant in writing that approval is conditioned uponrestoration, then Tenant shall, at its sole cost and expense and at Landlord'soption upon the termination or expiration of this Lease, remove the same andrestore the Demised Premises to its condition prior to such Tenant's Change.  NoTenant's Change shall be structural in nature or impair the structural strengthof the Building or reduce its value.  Tenant shall pay the full cost of anyTenant's Change and shall give Landlord such reasonable security as may berequested by Landlord to insure payment of such cost.  Except as otherwiseprovided herein and in Section 12, all Tenant's Changes and all repairs and allother property attached to or installed on the Demised Premises by or on behalfof Tenant shall immediately upon completion or installation thereof be andbecome part of the Demised Premises and the property of Landlord without paymenttherefor by Landlord and shall be surrendered to Landlord upon the expiration orearlier termination of this Lease.

		(b)	To the extent permitted by law, all ofTenant's contracts and subcontracts for such Tenant's Changes shall provide thatno lien shall attach to or be claimed against the Demised Premises or anyinterest therein other than Tenant's leasehold interest in the Demised Premises,and that all subcontracts let thereunder shall contain the same provision.Whether or not Tenant furnishes the foregoing, Tenant agrees to hold Landlordharmless against all liens, claims and liabilities of every kind, nature anddescription which may arise out of or in any way be connected with such work.Tenant shall not permit the Demised Premises to become subject to anymechanics', laborers' or materialmen's lien on account of labor, material orservices furnished to Tenant or claimed to have been furnished to Tenant inconnection with work of any character performed or claimed to have beenperformed for the Demised Premises by, or at the direction or sufferance ofTenant and if any such liens are filed against the Demised Premises, Tenantshall promptly discharge the same; provided, however, that Tenantshall have the right to contest, in good faith and with reasonable diligence,the validity of any such lien or claimed lien if Tenant shall give to Landlord,within fifteen days after demand, such security as may be reasonablysatisfactory to Landlord to assure payment thereof and to prevent any sale,foreclosure, or forfeiture of Landlord's interest in the Demised Premises byreason of non-payment thereof; provided further that on final determination ofthe lien or claim for lien, Tenant shall immediately pay any judgment rendered,with all proper costs and charges, and shall have the lien released and anyjudgment satisfied.  If Tenant fails to post such security or does notdiligently contest such lien, Landlord may, without investigation of thevalidity of the lien claim, discharge such lien and Tenant shall reimburseLandlord upon demand for all costs and expenses incurred in connectiontherewith, which expenses shall include any attorneys' fees, paralegals' feesand any and all costs associated therewith, including litigation through alltrial and appellate levels and any costs in posting bond to effect a dischargeor release of the lien.  Nothing contained in this Lease shall be construed as aconsent on the part of Landlord to subject the Demised Premises to liabilityunder any lien law now or hereafter existing of the state in which the DemisedPremises are located

	19.	Services by Landlord.  Landlord shall beresponsible for providing for maintenance of the Building Common Area, and,except as required by Section 10(b) hereof or as otherwise specifically providedfor herein, Landlord shall be responsible for no other services whatsoever.Tenant, by payment of Tenant's share of the Operating Expenses, shall payTenant's pro rata share of the expenses incurred by Landlord hereunder.

	20.	Fire and Other Casualty.  In the event theDemised Premises are damaged by fire or other casualty insured by Landlord,Landlord agrees to promptly restore and repair the Demised Premises atLandlord's expense, including the Improvements to be insured by Tenant but onlyto the extent Landlord receives insurance proceeds therefor, including theproceeds from the insurance required to be carried by Tenant on theImprovements.  Notwithstanding the foregoing, in the event that the DemisedPremises are (i) in the reasonable opinion of Landlord, so destroyed thatthey cannot be repaired or rebuilt within two hundred seventy (270) days afterthe date of such damage; or (ii) destroyed by a casualty which is notcovered by Landlord's insurance, or if such casualty is covered by Landlord'sinsurance but Lender or other party entitled to insurance proceeds fails to makesuch proceeds available to Landlord in an amount sufficient for restoration ofthe Demised Premises, then Landlord shall give written notice to Tenant of suchdetermination (the "Determination Notice") within sixty (60) days of suchcasualty.  Either Landlord or Tenant may terminate and cancel this Leaseeffective as of the date of such casualty by giving written notice to the otherparty within thirty (30) days after Tenant's receipt of the DeterminationNotice.  Upon the giving of such termination notice, all obligations hereunderwith respect to periods from and after the effective date of termination shallthereupon cease and terminate.  If no such termination notice is given, Landlordshall, to the extent of the available insurance proceeds, make such repair orrestoration of the Demised Premises to the approximate condition existing priorto such casualty, promptly and in such manner as not to unreasonably interferewith Tenant's use and occupancy of the Demised Premises (if Tenant is stilloccupying the Demised Premises).  Base Rent and Additional Rent shallproportionately abate during the time that the Demised Premises or any partthereof are unusable by reason of any such damage thereto.

	21.	Condemnation.

		(a)	If all of the Demised Premises is taken orcondemned for a public or quasi-public use, or if a material portion of theDemised Premises is taken or condemned for a public or quasi-public use and theremaining portion thereof is not usable by Tenant in the reasonable opinion ofLandlord, this Lease shall terminate as of the earlier of the date title to thecondemned real estate vests in the condemnor or the date on which Tenant isdeprived of possession of the Demised Premises.  In such event, the Base Rentherein reserved and all Additional Rent and other sums payable hereunder shallbe apportioned and paid in full by Tenant to Landlord to that date, all BaseRent, Additional Rent and other sums payable hereunder prepaid for periodsbeyond that date shall forthwith be repaid by Landlord to Tenant, and neitherparty shall thereafter have any liability hereunder, except that any obligationor liability of either party, actual or contingent, under this Lease which hasaccrued on or prior to such termination date shall survive.

		(b)	If only part of the Demised Premises is takenor condemned for a public or quasi-public use and this Lease does not terminatepursuant to Section 21(a), Landlord shall, to the extent of the award itreceives, restore the Demised Premises to a condition and to a size as nearlycomparable as reasonably possible to the condition and size thereof immediatelyprior to the taking, and there shall be an equitable adjustment to the Base Rentand Additional Rent based on the actual loss of use of the Demised Premisessuffered by Tenant from the taking.

		(c)	Landlord shall be entitled to receive theentire award in any proceeding with respect to any taking provided for in thisSection 21, without deduction therefrom for any estate vested in Tenant by thisLease, and Tenant shall receive no part of such award.  Nothing herein containedshall be deemed to prohibit Tenant from making a separate claim, against thecondemnor, to the extent permitted by law, for the value of Tenant's moveabletrade fixtures, machinery and moving expenses, provided that the making of suchclaim shall not and does not adversely affect or diminish Landlord's award.

	22.	Tenant's Default.

		(a)	The occurrence of any one or more of thefollowing events shall constitute an "Event of Default" of Tenant under thisLease:

				(i)	if Tenant fails to pay Base Rent orany Additional Rent hereunder as and when such rent becomes due and such failureshall continue for more than five (5) days after Landlord gives written noticeto Tenant of such failure;

				(ii)	if Tenant fails to pay Base Rent orany Additional Rent on time more than three (3) times in any period of twelve(12) months, notwithstanding that such payments have been made within theapplicable cure period;

				(iii)	if the Demised Premises becomevacant, deserted, or abandoned for more than ten (10) consecutive days or ifTenant fails to take possession of the Demised Premises on the LeaseCommencement Date or promptly thereafter;

				(iv)	if Tenant permits to be done anythingwhich creates a lien upon the Demised Premises and fails to discharge or bondsuch lien, or post security with Landlord acceptable to Landlord within thirty(30) days after receipt by Tenant of written notice thereof; 

				(v)	if Tenant fails to maintain in forceall policies of insurance required by this Lease and such failure shall continuefor more than ten (10) days after Landlord gives Tenant written notice of suchfailure;

				(vi)	if any petition is filed by oragainst Tenant or any guarantor of this Lease under any present or futuresection or chapter of the Bankruptcy Code, or under any similar law or statuteof the United States or any state thereof (which, in the case of an involuntaryproceeding, is not permanently discharged, dismissed, stayed, or vacated, as thecase may be, within sixty (60) days of commencement), or if any order for reliefshall be entered against Tenant or any guarantor of this Lease in any suchproceedings;

				(vii)	if Tenant or any guarantor of thisLease becomes insolvent or makes a transfer in fraud of creditors or makes anassignment for the benefit of creditors;

				(viii)	if a receiver, custodian, ortrustee is appointed for the Demised Premises or for all or substantially all ofthe assets of Tenant or of any guarantor of this Lease, which appointment is notvacated within sixty (60) days following the date of such appointment; or

				(ix)	if Tenant fails to perform or observeany other term of this Lease and such failure shall continue for more thanthirty (30) days after Landlord gives Tenant written notice of such failure, or,if such failure cannot be corrected within such thirty (30) day period, ifTenant does not commence to correct such default within said thirty (30) dayperiod and thereafter diligently prosecute the correction of same to completionwithin a reasonable time.

		(b)	Upon the occurrence of any one or more Eventsof Default, Landlord may, at Landlord's option, without any demand or noticewhatsoever (except as expressly required in this Section 22):

			(i)	Terminate this Lease by giving Tenantnotice of termination, in which event this Lease shall expire and terminate onthe date specified in such notice of termination and all rights of Tenant underthis Lease and in and to the Demised Premises shall terminate.  Tenant shallremain liable for all obligations under this Lease arising up to the date ofsuch termination, and Tenant shall surrender the Demised Premises to Landlord onthe date specified in such notice; or

			(ii)	Terminate this Lease as provided inSection 22(b)(i) hereof and recover from Tenant all damages Landlord may incurby reason of Tenant's default, including, without limitation, an amount which,at the date of such termination, is calculated as follows:  (1) the value of theexcess, if any, of (A) the Base Rent, Additional Rent and all other sums whichwould have been payable hereunder by Tenant for the period commencing with theday following the date of such termination and ending with the Expiration Datehad this Lease not been terminated (the "Remaining Term"), over (B) theaggregate reasonable rental value of the Demised Premises for the Remaining Term(which excess, if any shall be discounted to present value at the "TreasuryYield" as defined below for the Remaining Term); plus (2) the actualcosts of recovering possession of the Demised Premises and all other expensesincurred by Landlord due to Tenant's default, including, without limitation,reasonable attorney's fees; plus (3) the unpaid Base Rent and AdditionalRent earned as of the date of termination plus any interest and late fees duehereunder, plus other sums of money and damages owing on the date of terminationby Tenant to Landlord under this Lease or in connection with the DemisedPremises.  The amount as calculated above shall be deemed immediately due andpayable.  The payment of the amount calculated in subparagraph (ii)(1) shall notbe deemed a penalty but shall merely constitute payment of liquidated damages,it being understood and acknowledged by Landlord and Tenant that actual damagesto Landlord are extremely difficult, if not impossible, to ascertain.  "TreasuryYield" shall mean the rate of return in percent per annum of Treasury ConstantMaturities for the length of time specified as published in document H.15(519)(presently published by the Board of Governors of the U.S. Federal ReserveSystem titled "Federal Reserve Statistical Release") for the calendar weekimmediately preceding the calendar week in which the termination occurs.  If therate of return of Treasury Constant Maturities for the calendar week in questionis not published on or before the business day preceding the date of theTreasury Yield in question is to become effective, then the Treasury Yield shallbe based upon the rate of return of Treasury Constant Maturities for the lengthof time specified for the most recent calendar week for which such publicationhas occurred.  If no rate of return for Treasury Constant Maturities ispublished for the specific length of time specified, the Treasury Yield for suchlength of time shall be the weighted average of the rates of return of TreasuryConstant Maturities most nearly corresponding to the length of the applicableperiod specified.  If the publishing of the rate of return of Treasury ConstantMaturities is ever discontinued, then the Treasury Yield shall be based upon theindex which is published by the Board of Governors of the U.S. Federal ReserveSystem in replacement thereof or, if no such replacement index is published, theindex which, in Landlord's reasonable determination, most nearly corresponds tothe rate of return of Treasury Constant Maturities.  In determining theaggregate reasonable rental value pursuant to subparagraph (ii)(1)(B)above, the parties hereby agree that, at the time Landlord seeks to enforce thisremedy, all relevant factors should be considered, including, but not limitedto, (a) the length of time remaining in the Term, (b) the then currentmarket conditions in the general area in which the Building is located,(c) the likelihood of reletting the Demised Premises for a period of timeequal to the remainder of the Term, (d) the net effective rental rates thenbeing obtained by landlords for similar type space of similar size in similartype buildings in the general area in which the Building is located,(e) the vacancy levels in the general area in which the Building islocated, (f) current levels of new construction that will be completedduring the remainder of the Term and how this construction will likely affectvacancy rates and rental rates and (g) inflation; or

			(iii)	without terminating this Lease, declareimmediately due and payable the sum of the following: (1) the present value(calculated using the "Treasury Yield") of all Base Rent and Additional Rent dueand coming due under this Lease for the entire remaining Term (as if by theterms of this Lease they were payable in advance), plus (2) the cost ofrecovering and reletting the Demised Premises and all other expenses incurred byLandlord in connection with Tenant's default, plus (3) any unpaid Base Rent,Additional Rent and other rentals, charges, assessments and other sums owing byTenant to Landlord under this Lease or in connection with the Demised Premisesas of the date this provision is invoked by Landlord, plus (4) interest on allsuch amounts from the date due at the Interest Rate, and Landlord mayimmediately proceed to distrain, collect, or bring action for such sum, or mayfile a proof of claim in any bankruptcy or insolvency proceedings to enforcepayment thereof; provided, however, that such payment shall not be deemed apenalty or liquidated damages, but shall merely constitute payment in advance ofall Base Rent and Additional Rent payable hereunder throughout the Term, andprovided further, however, that upon Landlord receiving such payment, Tenantshall be entitled to receive from Landlord all rents received by Landlord fromother assignees, tenants and subtenants on account of said Demised Premisesduring the remainder of the Term (provided that the monies to which Tenant shallso become entitled shall in no event exceed the entire amount actually paid byTenant to Landlord pursuant to this subparagraph (iii)), less all costs,expenses and attorneys' fees of Landlord incurred but not yet reimbursed byTenant in connection with recovering and reletting the Demised Premises; or

			(iv)	Without terminating this Lease, in itsown name but as agent for Tenant, enter into and upon and take possession of theDemised Premises or any part thereof.  Any property remaining in the DemisedPremises may be removed and stored in a warehouse or elsewhere at the cost of,and for the account of, Tenant without Landlord being deemed guilty of trespassor becoming liable for any loss or damage which may be occasioned thereby unlesscaused by Landlord's negligence.  Thereafter, Landlord may, but shall not beobligated to, lease to a third party the Demised Premises or any portion thereofas the agent of Tenant upon such terms and conditions as Landlord may deemnecessary or desirable in order to relet the Demised Premises.  The remainder ofany rentals received by Landlord from such reletting, after the payment of anyindebtedness due hereunder from Tenant to Landlord, and the payment of any costsand expenses of such reletting, shall be held by Landlord to the extent of andfor application in payment of future rent owed by Tenant, if any, as the samemay become due and payable hereunder.  If such rentals received from suchreletting shall at any time or from time to time be less than sufficient to payto Landlord the entire sums then due from Tenant hereunder, Tenant shall pay anysuch deficiency to Landlord.  Notwithstanding any such reletting withouttermination, Landlord may at any time thereafter elect to terminate this Leasefor any such previous default provided same has not been cured; or

			(v)	Without terminating this Lease, and withor without notice to Tenant, enter into and upon the Demised Premises and,without being liable for prosecution or any claim for damages therefor, maintainthe Demised Premises and repair or replace any damage thereto or do anything ormake any payment for which Tenant is responsible hereunder.  Tenant shallreimburse Landlord immediately upon demand for any actual expenses whichLandlord incurs in thus effecting Tenant's compliance under this Lease andLandlord shall not be liable to Tenant for any damages with respect thereto;or

			(vi)	Without liability to Tenant or any otherparty and without constituting a constructive or actual eviction, suspend ordiscontinue furnishing or rendering to Tenant any property, material, labor,utilities or other service, ****wherever Landlord is obligated to furnish orrender the same so long as an Event of Default exists under this Lease; or

			(vii)	With or without terminating this Lease,allow the Demised Premises to remain unoccupied and collect rent from Tenant asit comes due; or

			(viii)	Pursue such other remedies as areavailable at law or equity.

		(c)	If this Lease shall terminate as a result ofor while there exists an Event of Default hereunder, any funds of Tenant held byLandlord may be applied by Landlord to any damages payable by Tenant or creditedto any sum owed to Landlord by Tenant (whether provided for herein or by law) asa result of such termination or default.

		(d)	Neither the commencement of any action orproceeding, nor the settlement thereof, nor entry of judgment thereon shall barLandlord from bringing subsequent actions or proceedings from time to time, norshall the failure to include in any action or proceeding any sum or sums thendue be a bar to the maintenance of any subsequent actions or proceedings for therecovery of such sum or sums so omitted.

		(e)	No agreement to accept a surrender of theDemised Premises and no act or omission by Landlord or Landlord's agents duringthe Term shall constitute an acceptance or surrender of the Demised Premisesunless made in writing and signed by Landlord.  No re-entry or taking possessionof the Demised Premises by Landlord shall constitute an election by Landlord toterminate this Lease unless a written notice of such intention is given toTenant.  No provision of this Lease shall be deemed to have been waived byeither party unless such waiver is in writing and signed by the party makingsuch waiver.  Landlord's acceptance of Base Rent or Additional Rent in full orin part following an Event of Default hereunder shall not be construed as awaiver of such Event of Default.  No custom or practice which may grow upbetween the parties in connection with the terms of this Lease shall beconstrued to waive or lessen either party's right to insist upon strictperformance of the terms of this Lease, without a written notice thereof to theother party.

		(f)	If an Event of Default shall occur, Tenantshall pay to Landlord, on demand, all expenses incurred by Landlord as a resultthereof, including reasonable attorneys' fees, court costs and expenses actuallyincurred.

	23.	Landlord's Right of Entry.  Tenant agreesto permit Landlord and the authorized representatives of Landlord and of Lenderto enter upon the Demised Premises at all reasonable times for the purposes ofinspecting the Demised Premises and Tenant's compliance with this Lease, andmaking any necessary repairs thereto; provided that, except in the case of anemergency, Landlord shall give Tenant reasonable prior notice of Landlord'sintended entry upon the Demised Premises.  Nothing herein shall imply any dutyupon the part of Landlord to do any work required of Tenant hereunder, and theperformance thereof by Landlord shall not constitute a waiver of Tenant'sdefault in failing to perform it.  Landlord shall not be liable forinconvenience, annoyance, disturbance or other damage to Tenant by reason ofmaking such repairs or the performance of such work in the Demised Premises oron account of bringing materials, supplies and equipment into or through theDemised Premises during the course thereof, and the obligations of Tenant underthis Lease shall not thereby be affected; provided, however, thatLandlord shall use reasonable efforts not to disturb or otherwise interfere withTenant's operations in the Demised Premises in making such repairs or performingsuch work.  Landlord also shall have the right to enter the Demised Premises atall reasonable times to exhibit the Demised Premises to any prospectivepurchaser, mortgagee or tenant thereof.

	24.	Lender's Rights.

		(a)  For purposes of this Lease:

			(i)	"Lender" as used herein means the holderof a Mortgage;

			(ii)	"Mortgage" as used herein means any orall mortgages, deeds to secure debt, deeds of trust or other instruments in thenature thereof which may now or hereafter affect or encumber Landlord's title tothe Demised Premises, and any amendments, modifications, extensions or renewalsthereof.

		(b)	This Lease and all rights of Tenant hereunderare and shall be subject and subordinate to the lien and security title of anyMortgage.  Tenant recognizes and acknowledges the right of Lender to forecloseor exercise the power of sale against the Demised Premises under anyMortgage.

		(c)	Tenant shall, in confirmation of thesubordination set forth in Section 24(b) and notwithstanding the fact that suchsubordination is self-operative, and no further instrument or subordinationshall be necessary, upon demand, at any time or times, execute, acknowledge, anddeliver to Landlord or to Lender any and all instruments requested by either ofthem to evidence such subordination.

		(d)	At any time during the Term, Lender may, bywritten notice to Tenant, make this Lease superior to the lien of its Mortgage.If requested by Lender, Tenant shall, upon demand, at any time or times,execute, acknowledge, and deliver to Lender, any and all instruments that may benecessary to make this Lease superior to the lien of any Mortgage.

		(e)	If Lender (or Lender's nominee, or otherpurchaser at foreclosure) shall hereafter succeed to the rights of Landlordunder this Lease, whether through possession or foreclosure action or deliveryof a new lease, Tenant shall, if requested by such successor, attorn to andrecognize such successor as Tenant's landlord under this Lease without change inthe terms and provisions of this Lease and shall promptly execute and deliverany instrument that may be necessary to evidence such attornment, provided thatsuch successor shall not be bound by (i) any payment of Base Rent or AdditionalRent for more than one month in advance, except prepayments in the nature ofsecurity for the performance by Tenant of its obligations under this Lease, andthen only if such prepayments have been deposited with and are under the controlof such successor, (ii) any provision of any amendment to the Lease to whichLender has not consented, (iii) the defaults of any prior landlord under thisLease, or (iv) any offset rights arising out of the defaults of any priorlandlord under this Lease.  Upon such attornment, this Lease shall continue infull force and effect as a direct lease between each successor landlord andTenant, subject to all of the terms, covenants and conditions of this Lease.

		(f)	In the event there is a Mortgage at any timeduring the Term, Landlord shall use reasonable efforts to cause the Lender toenter into a subordination, nondisturbance and attornment agreement with Tenantreasonably satisfactory to Tenant and consistent with this Section 24.

	25.	Estoppel Certificate and FinancialStatement.  

		(a)	Landlord and Tenant agree, at any time, andfrom time to time, within fifteen (15) days after written request of the other,to execute, acknowledge and deliver a statement in writing in recordable form tothe requesting party and/or its designee certifying that: (i) this Lease isunmodified and in full force and effect (or, if there have been modifications,that the same is in full force and effect, as modified), (ii) the dates to whichBase Rent, Additional Rent and other charges have been paid, (iii) whether ornot, to the best of its knowledge, there exists any failure by the requestingparty to perform any term, covenant or condition contained in this Lease, and,if so, specifying each such failure, (iv) (if such be the case) Tenant hasunconditionally accepted the Demised Premises and is conducting its businesstherein, and (v) and as to such additional matters as may be requested, it beingintended that any such statement delivered pursuant hereto may be relied upon bythe requesting party and by any purchaser of title to the Demised Premises or byany mortgagee or any assignee thereof or any party to any sale-leaseback of theDemised Premises, or the landlord under a ground lease affecting the DemisedPremises.

		(b)	If Landlord desires to finance, refinance, or sell the Building, Tenantand all Guarantors shall deliver to any potential lender or purchaser designatedby Landlord such financial statements of Tenant and such Guarantors as may bereasonably required by such lender or purchaser, including but not limited toTenant's financial statements for the past 3 years.  All such financialstatements shall be received by Landlord and such lender or purchaser inconfidence and shall be used only for the purposes herein set forth.
	26.	Landlord Liability.  No owner of theDemised Premises, whether or not named herein, shall have liability hereunderafter it ceases to hold title to the Demised Premises.  Neither Landlord nor anyofficer, director, shareholder, partner or principal of Landlord, whetherdisclosed or undisclosed, shall be under any personal liability with respect toany of the provisions of this Lease.  IN THE EVENT LANDLORD IS IN BREACH ORDEFAULT WITH RESPECT TO LANDLORD'S OBLIGATIONS OR OTHERWISE UNDER THIS LEASE,TENANT SHALL LOOK SOLELY TO THE EQUITY OF LANDLORD IN THE BUILDING FOR THESATISFACTION OF TENANT'S REMEDIES.  IT IS EXPRESSLY UNDERSTOOD AND AGREED THATLANDLORD'S LIABILITY UNDER THE TERMS, COVENANTS, CONDITIONS, WARRANTIES ANDOBLIGATIONS OF THIS LEASE SHALL IN NO EVENT EXCEED THE LOSS OF LANDLORD'S EQUITYINTEREST IN THE BUILDING.

	27.	Notices.  Any notice required or permittedto be given or served by either party to this Lease shall be deemed given whenmade in writing, and either (i) personally delivered, (ii) deposited with theUnited States Postal Service, postage prepaid, by registered or certified mail,return receipt requested, or (iii) delivered by licensed overnight deliveryservice providing proof of delivery, properly addressed to the address set forthin Section 1(m) (as the same may be changed by giving written notice of theaforesaid in accordance with this Section 27).  If any notice mailed is properlyaddressed with appropriate postage but returned for any reason, such noticeshall be deemed to be effective notice and to be given on the date ofmailing.

	28.	Brokers.  Tenant represents and warrants toLandlord that, except for those parties set forth in Section 1(o) (the"Brokers"), Tenant has not engaged or had any conversations or negotiations withany broker, finder or other third party concerning the leasing of the DemisedPremises to Tenant who would be entitled to any commission or fee based on theexecution of this Lease.  Tenant hereby further represents and warrants toLandlord that Tenant is not receiving and is not entitled to receive any rebate,payment or other remuneration, either directly or indirectly, from the Brokers,and that it is not otherwise sharing in or entitled to share in any commissionor fee paid to the Brokers by Landlord or any other party in connection with theexecution of this Lease, either directly or indirectly.  Tenant herebyindemnifies Landlord against and from any claims for any brokerage commissions(except those payable to the Brokers, all of which are payable by Landlordpursuant to a separate agreement) and all costs, expenses and liabilities inconnection therewith, including, without limitation, reasonable attorneys' feesand expenses, for any breach of the foregoing.  The foregoing indemnificationshall survive the termination of this Lease for any reason.

	29.	Assignment and Subleasing.  

		(a)	Tenant may not assign, mortgage, pledge,encumber or otherwise transfer this Lease, or any interest hereunder, or subletthe Demised Premises, in whole or in part, without on each occasion firstobtaining the prior express written consent of Landlord, which consent Landlordshall not unreasonably withhold.  Except as provided in Section 29(b), anychange in control of Tenant resulting from a merger, consolidation, stocktransfer or asset sale shall be considered an assignment or transfer whichrequires Landlord's prior written consent.  For purposes of this Section 29, byway of example and not limitation, Landlord shall be deemed to have reasonablywithheld consent if Landlord determines (i) that the prospective assignee orsubtenant is not of a financial strength similar to Tenant as of the Lease Date,(ii) that the prospective assignee or subtenant has a poor business reputation,(iii) that the proposed use of the Demised Premises by such prospective assigneeor subtenant (including, without limitation, a use involving the use or handlingof Hazardous Substances) will negatively affect the value or marketability ofthe Building or the Project or (iv) that the prospective assignee or subtenantis a current tenant in the Project or is a bona-fide third-party prospectivetenant.  

		(b)	Notwithstanding Section 29(a), provided that there is not anEvent of Default under this Lease which remains uncured, Tenant shall have theright, upon ten (10) days' prior written notice to Landlord but withoutLandlord's prior consent, (i) to sublet all or part of the Demised Premises toany related corporation or entity which controls Tenant, is controlled by Tenantor is under common control with Tenant; or (ii) to assign this Lease to asuccessor corporation into which or with which Tenant is merged or consolidatedor which acquired substantially all of Tenant's assets and property, providedthat such successor corporation assumes substantially all of the obligations andliabilities of Tenant (including, without limitation, those obligations ofTenant arising under this Lease) and, after such transaction, shall have assets,capitalization, tangible net worth and creditworthiness at least equal to theassets, capitalization, tangible net worth and creditworthiness of Tenant as ofthe Lease Date as determined by generally accepted accounting principles.  Forthe purpose hereof, (i) "control" shall mean ownership of not less than fiftypercent (50%) of all the voting stock or legal and equitable interest in suchcorporation or entity, and (ii) "tangible net worth" shall mean the excess ofthe value of tangible assets (i.e. assets excluding those which are intangiblesuch as goodwill, patents and trademarks) over liabilities.  Any sublease orassignment pursuant to and in compliance with this subsection (b) shall bereferred to herein as a "Related Assignment".  With respect to any RelatedAssignment, Tenant shall provide in its notice to Landlord such information asmay be reasonably required by Landlord to determine that the requirements ofthis subsection (b) have been satisfied.

		(c)	If Tenant desires to assign this Lease orsublet the Demised Premises or any part thereof, Tenant shall give Landlordwritten notice no later than forty-five (45) days in advance of the proposedeffective date of any proposed assignment or sublease, specifying (i) the nameand business of the proposed assignee or sublessee, (ii) the amount and locationof the space within the Demised Premises proposed to be subleased, (iii) theproposed effective date and duration of the assignment or subletting and (iv)the proposed rent or consideration to be paid to Tenant by such assignee orsublessee.  Tenant shall promptly supply Landlord with financial statements andother information as Landlord may reasonably request to evaluate the proposedassignment or sublease.  Landlord shall have a period of thirty (30) daysfollowing receipt of such notice and other information requested by Landlordwithin which to notify Tenant in writing that Landlord elects:  (i) to terminatethis Lease as to the space so affected as of the proposed effective date setforth in Tenant's notice, in which event Tenant shall be relieved of all furtherobligations hereunder as to such space, except for obligations under Sections 11and 28 and all other provisions of this Lease which expressly survive thetermination hereof; or (ii) to permit Tenant to assign or sublet such space;provided, however, that, if the rent rate agreed upon betweenTenant and its proposed subtenant is greater than the rent rate that Tenant mustpay Landlord hereunder for that portion of the Demised Premises, or if anyconsideration shall be promised to or received by Tenant in connection with suchproposed assignment or sublease (in addition to rent), then one half (1/2) ofsuch excess rent and other consideration (after payment of brokeragecommissions, attorneys' fees and other disbursements reasonably incurred byTenant for such assignment and subletting if acceptable evidence of suchdisbursements is delivered to Landlord) shall be considered Additional Rent owedby Tenant to Landlord, and shall be paid by Tenant to Landlord, in the case ofexcess rent, in the same manner that Tenant pays Base Rent and, in the case ofany other consideration, within ten (10) business days after receipt thereof byTenant; or (iii) to refuse, in Landlord's reasonable discretion (taking intoaccount all relevant factors including, without limitation, the factors setforth in the Section 29(a) above), to consent to Tenant's assignment orsubleasing of such space and to continue this Lease in full force and effect asto the entire Demised Premises.  If Landlord should fail to notify Tenant inwriting of such election within the aforesaid thirty (30) day period, Landlordshall be deemed to have elected option (iii) above.  Tenant agrees to reimburseLandlord for reasonable legal fees and any other reasonable costs incurred byLandlord in connection with any requested assignment or subletting, and suchpayments shall not be deducted from the Additional Rent owed to Landlordpursuant to subsection (ii) above.  Tenant shall deliver to Landlord copies ofall documents executed in connection with any permitted assignment orsubletting, which documents shall be in form and substance reasonablysatisfactory to Landlord and which shall require such assignee to assumeperformance of all terms of this Lease on Tenant's part to be performed.  Theprovisions of this subsection (c) shall not apply to any Related Assignment,which shall be governed by subsection (b) above.

		(d)	No acceptance by Landlord of any rent or anyother sum of money from any assignee, sublessee or other category of transfereeshall be deemed to constitute Landlord's consent to any assignment, sublease, ortransfer.  Permitted subtenants or assignees shall become liable directly toLandlord for all obligations of Tenant hereunder, without, however, relievingTenant of any of its liability hereunder.  No such assignment, subletting,occupancy or collection shall be deemed the acceptance of the assignee, tenantor occupant, as Tenant, or a release of Tenant from the further performance byTenant of Tenant's obligations under this Lease.  Any assignment or subleaseconsented to by Landlord shall not relieve Tenant (or its assignee) fromobtaining Landlord's consent to any subsequent assignment or sublease.

	30.	Termination or Expiration.

		(a)	No termination of this Lease prior to thenormal ending thereof, by lapse of time or otherwise, shall affect Landlord'sright to collect rent for the period prior to termination thereof.

		(b)	At the expiration or earlier termination ofthe Term of this Lease, Tenant shall surrender the Demised Premises and allimprovements, alterations and additions thereto, and keys therefor to Landlord,clean and neat, and in the same condition as at the Lease Date (i.e., thecondition in existence prior to Tenant's construction of the Improvements),excepting normal wear and tear, condemnation and casualty other than thatrequired to be insured against by Tenant hereunder, it being agreed to by theparties that, (i) no later than sixty (60) days prior to the expiration of thisLease, Tenant shall deliver to Landlord an Irrevocable Letter of Credit in anamount reasonably determined by the Landlord to be sufficient to return theBuilding to the condition in existence prior to Tenant's construction of theImprovements (the "Letter of Credit"; which Letter of Credit shall be added toand become a part of the Security Deposit, and shall be governed by Section 5hereof), Landlord hereby agreeing to make such determination based on theaverage of at least two (2) competitive bids from reputable, duly licensedcontractors, and to provide Tenant with such determination, and a copy of suchbids, no later than seventy-five (75) days prior to the expiration of thisLease, and (ii) on or before the expiration of the Term, Tenant shall remove allImprovements constructed or installed by Tenant, and shall restore the DemisedPremises as required hereinabove, except that any HVAC equipment, any plumbingupgrades, electrical wiring, cabling or equipment, and any mechanical equipmentcomprising a portion of the Improvements and/or otherwise located in or servingthe Demised Premises of which Landlord notifies Tenant of its desire to havesuch items remain on the Demised Premises shall remain in the Demised Premisesand not be removed by Tenant as aforesaid.  The Letter of Credit shall (i) be ina form and from a financial institution acceptable to Landlord, (ii) shall bemaintained in full force and effect throughout the then remaining Term andduring the thirty (30) day period after the later of (a) the Expiration Date or(b) the date that Tenant delivers possession of the Demised Premises toLandlord, and (iii) shall serve as additional security for the full and faithfulperformance by Tenant of each and every term, covenant and condition of thisLease, including, without limitation, the restoration obligations contained inthis subsection (b).  In the event that, during the period for which the Letterof Credit is to remain in full force and effect, Tenant fails to deliver toLandlord a renewal of or replacement to the letter of credit by a date no laterthanthirty (30) daysprior to its expiration date, Landlord shall have the right to demand andreceive payment in full under the Letter of Credit and to hold the cash proceedsas a portion of the Security Deposit under this Lease. 
		(c)	If Tenant remains in possession of the DemisedPremises after expiration of the Term, with or without Landlord's acquiescenceand without any express agreement of the parties, Tenant shall be a tenant-at-sufferance at the greater of (i) one hundred fifty percent (150%) of the thencurrent fair market base rental value of the Demised Premises or (ii) onehundred fifty percent (150%) of the Base Rent in effect at the end of the Term.Tenant shall also continue to pay all other Additional Rent due hereunder, andthere shall be no renewal of this Lease by operation of law.  In addition to theforegoing, Tenant shall be liable for all damages, direct and consequential,incurred by Landlord as a result of such holdover.  No receipt of money byLandlord from Tenant after the termination of this Lease or Tenant's right ofpossession of the Demised Premises shall reinstate, continue or extend the Termor Tenant's right of possession, but shall be credited to any sums owed byTenant to Landlord pursuant to the provisions of this Lease.

	31.	Intentionally Omitted 

	32.	Late Payments.  In the event anyinstallment of rent, inclusive of Base Rent, or Additional Rent or other sumsdue hereunder, if any, is not paid (i) within five (5) days after Tenant'sreceipt of written notice of such failure to pay on the first occasion duringany twelve (12) month period, or (ii) as and when due with respect to anysubsequent late payments in any twelve (12) month period, Tenant shall pay anadministrative fee (the "Administrative Fee") equal to five percent (5%) of suchpast due amount, plus interest on the amount past due at the lesser of (i) themaximum interest rate allowed by law or (ii) a rate of fifteen percent (15%) perannum (the "Interest Rate") to defray the additional expenses incurred byLandlord in processing such payment.  The Administrative Fee is in addition to,and not in lieu of, any of the Landlord's remedies hereunder.

	33.	Rules and Regulations.  Tenant agrees toabide by the rules and regulations set forth on Exhibit D attachedhereto, as well as other rules and regulations reasonably promulgated byLandlord from time to time, so long as such rules and regulations are uniformlyenforced against all tenants of Landlord in the Building.

	34.	Quiet Enjoyment.  So long as Tenant has notcommitted an Event of Default hereunder, Landlord agrees that Tenant shall havethe right to quietly use and enjoy the Demised Premises for the Term.

	35.	Miscellaneous.

		(a)	The parties hereto hereby covenant and agreethat Landlord shall receive the Base Rent, Additional Rent and all other sumspayable by Tenant hereinabove provided as net income from the Demised Premises,without any abatement (except as set forth in Section 20 and Section 21),reduction, set-off, counterclaim, defense or deduction whatsoever.

		(b)	If any clause or provision of this Lease isdetermined to be illegal, invalid or unenforceable under present or future lawseffective during the Term, then and in that event, it is the intention of theparties hereto that the remainder of this Lease shall not be affected thereby,and that in lieu of such illegal, invalid or unenforceable clause or provisionthere shall be substituted a clause or provision as similar in terms to suchillegal, invalid or unenforceable clause or provision as may be possible and belegal, valid and enforceable.

		(c)	All rights, powers, and privileges conferredhereunder upon the parties hereto shall be cumulative, but not restrictive tothose given by law.

		(d)	Time is of the essence of this Lease.

		(e)	No failure of Landlord or Tenant to exerciseany power given Landlord or Tenant hereunder or to insist upon strict complianceby Landlord or Tenant with its obligations hereunder, and no custom or practiceof the parties at variance with the terms hereof shall constitute a waiver ofLandlord's or Tenant's rights to demand exact compliance with the termshereof.

		(f)	This Lease contains the entire agreement ofthe parties hereto as to the subject matter of this Lease and no priorrepresentations, inducements, letters of intent, promises or agreements, oral orotherwise, between the parties not embodied herein shall be of any force andeffect.  Any future amendment to this Lease must be in writing and signed by theparties hereto.  The masculine (or neuter) pronoun, singular number shallinclude the masculine, feminine and neuter gender and the singular and pluralnumber.

		(g)	This contract shall create the relationship oflandlord and tenant between Landlord and Tenant; no estate shall pass out ofLandlord; Tenant has a usufruct, not subject to levy and sale, and notassignable by Tenant except as expressly set forth herein.

		(h)	Under no circumstances shall Tenant have theright to record this Lease or a memorandum thereof.

		(i)	The captions of this Lease are for convenienceonly and are not a part of this Lease, and do not in any way define, limit,describe or amplify the terms or provisions of this Lease or the scope or intentthereof.

		(j)	This Lease may be executed in multiplecounterparts, each of which shall constitute an original, but all of which takentogether shall constitute one and the same agreement.

		(k)	This Lease shall be interpreted under the lawsof the State where the Demised Premises are located.

		(l)	The parties acknowledge that this Lease is theresult of negotiations between the parties, and in construing any ambiguityhereunder no presumption shall be made in favor of either party.  No inferenceshall be made from any item which has been stricken from this Lease other thanthe deletion of such item.

	36.	Special Stipulations.  The SpecialStipulations, if any, attached hereto as Exhibit C, are incorporatedherein and made a part hereof, and to the extent of any conflict between theforegoing provisions and the Special Stipulations, the Special Stipulationsshall govern and control.

	37.	Lease Date.  For purposes of this Lease,the term "Lease Date" shall mean the later date upon which this Lease is signedby Landlord and Tenant.

	38.	Authority.  If Tenant is not a naturalperson, Tenant shall cause its corporate secretary or general partner, asapplicable, to execute the certificate attached hereto as Exhibit E.Tenant is authorized by all required corporate or partnership action to enterinto this Lease and the individual(s) signing this Lease on behalf of Tenant areeach authorized to bind Tenant to its terms.

	39.	No Offer Until Executed.  The submission ofthis Lease by Landlord to Tenant for examination or consideration does notconstitute an offer by Landlord to lease the Demised Premises and this Leaseshall become effective, if at all, only upon the execution and delivery thereofby Landlord and Tenant. Execution and delivery of this Lease by Tenant toLandlord constitutes an offer to lease the Demised Premises on the termscontained herein.  The offer by Tenant will be irrevocable until 6:00 p.m.Eastern time for fifteen (15) days after the date of execution of this Lease byTenant and delivery to Landlord.

 

	IN WITNESS WHEREOF, the parties hereto have hereunto settheir hands under seals, the day and year first above written.

 

Date:	
 

 
LANDLORD:

THE SHELBY DRIVE CORPORATION, a Florida corporation

 

By:________________________________

      Name:

      Title:

By:_______________________________

      Name:

      Title:

 

 

(CORPORATE SEAL)

 

 

Date:	
 
TENANT:

Cell Genesys, Inc., a California corporation

 

By:_______________________________

      Name:

      Title:

By:_______________________________

      Name:

      Title:

 

 

(CORPORATE SEAL)

ATTESTATION

 

Landlord - Corporation:

 

STATE OF _________________________ 

COUNTY OF _________________________ 

 

          BEFORE ME, a Notary Public in and for said County,personally appeared                                 __________________________ and  , known to me to be the person(s) who, as___________________________________ and ____________________________________,respectively, of Shelby Drive Corporation, the corporation which executed theforegoing instrument in its capacity as Landlord, signed the same, andacknowledged to me that they did so sign said instrument in the name and uponbehalf of said corporation as officers of said corporation, that the same istheir free act and deed as such officers, respectively and they were dulyauthorized thereunto by its board of directors; and that the seal affixed tosaid instrument is the corporate seal of said corporation.

          IN TESTIMONY WHEREOF, I have hereunto subscribed myname, and affixed my official seal, this ___________ day of_________________, 2001.

 

	________________________

	Notary Public

	My Commission Expires:

	________________________

 

Tenant - Corporation:

 

STATE OF _________________________ 

COUNTY OF _________________________ 

 

          BEFORE ME, a Notary Public in and for said County,personally appeared _______________________ __________________________ and ________________________, known to me to be the person(s) who, as___________________________________ and ____________________________________,respectively, of Cell Genesys, Inc., the corporation which executed theforegoing instrument in its capacity as Tenant, signed the same, andacknowledged to me that they did so sign said instrument in the name and uponbehalf of said corporation as officers of said corporation, that the same istheir free act and deed as such officers, respectively, and they were dulyauthorized thereunto by its board of directors; and that the seal affixed tosaid instrument is the corporate seal of said corporation.

          IN TESTIMONY WHEREOF, I have hereunto subscribed myname, and affixed my official seal, this ____________day of ________________, 2001.

 

	__________________

	Notary Public

	My Commission Expires:
**LEASE INDEX

 

Section	Subject
	1	Basic Lease Provisions

	2	Demised Premises

	3	Term

	4	Base Rent

	5	Security Deposit

	6	Operating Expenses and Additional Rent

	7	Use of Demised Premises

	8	Insurance

	9	Utilities

	10	Maintenance and Repairs

	11	Tenant's Personal Property; Indemnity

	12	Tenant's Fixtures

	13	Signs

	14	Landlord's Lien

	15	Governmental Regulations

	16	Environmental Matters

	17	Construction of the Work

	18	Tenant Alterations and Additions

	19	Services by Landlord

	20	Fire and Other Casualty

	21	Condemnation

	22	Tenant's Default

	23	Landlord's Right of Entry

	24	Lender's Rights

	25	Estoppel Certificate and Financial Statement

	26	Landlord's Liability

	27	Notices

	28	Brokers

	29	Assignment and Subleasing

	30	Termination or Expiration

	31	Intentionally omitted

	32	Late Payments

	33	Rules and Regulations

	34	Quiet Enjoyment

	35	Miscellaneous

	36	Special Stipulations

	37	Lease Date

	38	Authority

	39	No Offer Until Executed

            Exhibit "A-1"  Demised Premises

            Exhibit "A-2"  Offer Space

            Exhibit "B"  Reserved

            Exhibit "C"  Special Stipulations

            Exhibit "D"  Rules and Regulations

            Exhibit "E"  Certificate of Authority

            Exhibit "F"  Permitted Hazardous Substances

            Exhibit "G"  Catch Basins
**EXHIBIT A-1

Demised Premises****EXHIBIT A-2

Offer Space****EXHIBIT B

Reserved****EXHIBIT C

Special Stipulations**
	The Special Stipulations set forth herein are herebyincorporated into the body of the lease to which these Special Stipulations areattached (the "Lease"), and to the extent of any conflict between these SpecialStipulations and the preceding language, these Special Stipulations shall governand control.

	1.	Right of First Offer to Lease.   So long as the Lease is infull force and effect and no Event of Default has occurred and is thencontinuing and no facts or circumstances then exist which, with the giving ofnotice or the passage of time, or both, would constitute an Event of Default,Landlord hereby grants to Tenant a right of first offer (the "Right of FirstOffer") to expand the Demised Premises to include that 11,875 square foot arealabeled on Exhibit A-1 attached hereto (the "Offer Space") subject to the termsand conditions set forth herein.  

		(a)	Tenant's then current financial condition, as revealed by itsmost current financial statements (which shall include quarterly and annualfinancial statements, including income statements, balance sheets, and cash flowstatements, as required by Landlord), must demonstrate either that Tenant's networth is at least equal to its net worth at the time the Lease was signed; orthat Tenant otherwise meets financial criteria acceptable to Landlord.

		(b)	The term of the Right of First Offer shall commence on theLease Commencement Date and continue throughout the initial Term (the "FirstOffer Period"), unless sooner terminated pursuant to the terms hereof.

		(c)	Subject to the other terms of this Right of First Offer, afterany part of the Offer Space has or will "become available" (as defined herein)for leasing by Landlord, Landlord shall not, during the term of the Right ofFirst Offer, lease to a third party that available portion of the Offer Space(the "Available Offer Space") without first offering Tenant the right to leasesuch Available Offer Space as set forth herein.  

			(i)	Space shall be deemed to "become available" when Landlorddesires to lease all or a portion of the Offer Space.

			(ii)	Notwithstanding subsection c(i) above, Offer Space shallnot be deemed to "become available" if the space is (a) assigned or subleased bythe current tenant of the space; or (b) re-let by the current tenant orpermitted subtenant of the space by renewal, extension, or renegotiation or (c)leased on a temporary basis for a period of less than twelve (12) months withoutany right to extend.

		(d)	Consistent with subsection (c), Landlord shall not lease anysuch Available Offer Space to a third party unless and until Landlord has firstoffered the Available Offer Space to Tenant in writing (the "Offer").  The Offershall contain (i) a description of the Available Offer Space (which descriptionshall include the square footage amount and location of such Available OfferSpace) and an attached floor plan that shows the Available Offer Space; (ii) thedate on which Landlord expects the Available Offer Space to become available;(iii) the base rent for the Available Offer Space; (iv) the increase in Tenant'sOperating Expense Percentage as defined in Section 1(j) of the Lease, (v) andthe term for the Available Offer Space (which shall be no less than theremainder of the Term of this Lease then in effect).  Upon receipt of the Offer,Tenant shall have the right, for a period of ten (10) calendar days afterreceipt of the Offer, to exercise the Right of First Offer by giving Landlordwritten notice that Tenant desires to lease the Available Offer Space at thebase rent and upon the special terms and conditions as are contained in theOffer.  If the term of the Available Offer Space expires after the Term of theLease, the Term of the Lease shall be extended to be coterminous with the termof the Available Offer Space and the Annual Base Rent per square foot for theexisting Demised Premises during said extension shall be based upon the greaterof (i) the base rent per square foot for the Available Offer Space or (ii) theAnnual Base Rent per square foot of the Demised Premises for the last yearof the Term.  If Tenant has an extension option under this Lease and the Term ofthis Lease is deemed extended to be coterminous with the expiration date setforth in the Offer, then the applicable extension option shall be deemedexercised for the period of time required to make the Term of this Leasecoterminous with the expiration date of the Offer (and any partial extensionterm then remaining shall be subject to the terms and conditions of SpecialStipulation 2), provided that in the event Tenant later exercises the applicableextension option for the partial extension term then remaining, base rent forthe Available Offer Space previously added to the Demised Premises shall, duringsuch applicable partial extension term, be based on the greater of (i) thePrevailing Market Rate (as defined and calculated in Special Stipulation 2(b)),or (ii) the Base Rental rate for such Available Offer Space in effectimmediately prior to such applicable partial extension term, or (iii) the fixedBase Rental rate applicable to the original Demised Premises during such partialextension term.

		(e)	If, within such ten (10)-day period, Tenant exercises theRight of First Offer, then Landlord and Tenant shall amend the Lease to includethe Available Offer Space subject to the same terms and conditions as the Lease,as modified by the terms and conditions of the Offer.  If this Lease isguaranteed now or at anytime in the future, Tenant simultaneously shall deliverto Landlord an original, signed, and notarized reaffirmation of each Guarantor'spersonal guaranty, in form and substance acceptable to Landlord.

		(f)	If, within such ten (10)-day period, Tenant declines or failsto exercise the Right of First Offer, Landlord shall then have the right tolease the Available Offer Space in portions or in its entirety to a third party,unrelated to and unaffiliated with Landlord, at any time without regard to therestrictions in this Right of First Offer and on whatever terms and conditionsLandlord may decide in its sole discretion, provided the base rent (as adjustedto account for any changes in the tenant improvement allowance), additional rentand any rent concessions are not substantially more favorable to such tenantthan those set forth in the Offer, without again complying with all theprovisions of this Right of First Offer. 

		(g)	If Landlord does lease all or any portion of the AvailableOffer Space to such a third party after complying with the terms and conditionsof this Right of First Offer, then the Right of First Offer shall terminate, andTenant shall have no further Right of First Offer.

		(h)	If Landlord desires to lease the Available Offer Space at abase rent rate substantially less than the base rent rate set forth in the Offer(provided, that if the base rent rate is at least ninety percent (90%) of thebase rent rate set forth in the Offer, said base rent rate shall be conclusivelydeemed to be not substantially less than the base rent set forth in the Offer),or if Landlord desires to materially alter or modify the special terms andconditions of the Offer, if any, Landlord shall be required to present thealtered or modified Offer to Tenant pursuant to this Right of First Offer, inthe same manner that the original Offer was submitted to Tenant. 

		(i)	This Right of First Offer is personal to Cell Genesys, Inc., aCalifornia corporation, and shall become null and void upon the occurrence of anassignment of Tenant's interest in the Lease (other than as a result of anassignment which constitutes a Related Assignment in accordance with Section29(b) of the Lease) or a sublet of all or a part of the Demised Premises.

		(j)	This Right of First Offer shall be null and void if Tenant isa holdover Tenant pursuant to Section 30(c) of the Lease at the time Landlord isrequired to notify Tenant of the Offer or at the time Tenant exercises its Rightof First Offer.

 

	2.	Option to Extend Term.  

	(a)  Landlord hereby grants to Tenant two (2) consecutive options toextend the Term for a period of five (5) years, each such option to be exercisedby Tenant giving written notice of its exercise to Landlord in the mannerprovided in this Lease at least one hundred eighty (180) days prior to (but notmore than two hundred ten (210) days prior to) the expiration of the Term, as itmay have been previously extended.  No extension option may be exercised byTenant if an Event of Default has occurred and is then continuing or any factsor circumstances then exist which, with the giving of notice or the passage oftime, or both, would constitute an Event of Default either at the time ofexercise of the option or at the time the applicable Term would otherwise haveexpired if the applicable option had not been exercised.

	(b)  	If Tenant exercises its option[s] to extend the Term,Landlord shall, within thirty (30) days after the receipt of Tenant's notice ofexercise, notify Tenant in writing of Landlord's reasonable determination of theBase Rent for the Demised Premises (including any space added thereto pursuantto Special Stipulation 1), which amount shall be based on the greater of (i) themarket rate for such space or (ii) the Annual Base Rent rate in effect duringthe last year of the Term.  Tenant shall have thirty (30) days from its receiptof Landlord's notice to notify Landlord in writing that Tenant does not agreewith Landlord's determination of the Base Rent and that Tenant elects todetermine the Prevailing Market Rate (as defined and calculated below).  IfTenant does not notify Landlord of such election within thirty (30) days of itsreceipt of Landlord's notice, Base Rent for the Demised Premises for theapplicable extended term shall be the Base Rent set forth in Landlord's noticeto Tenant.  The phrase "Prevailing Market Rate" shall mean the then prevailingmarket rate for base minimum rental calculated on a per square foot basis forleases covering buildings comparable to the Building (as adjusted for anyvariances between such buildings and the Building) located in the area ofMemphis, Tennessee (hereinafter referred to as the "Market Area").  ThePrevailing Market Rate shall be determined by an appraisal procedure asfollows:

	In the event that Tenant notifies Landlord that Tenant disagrees withLandlord's determination of the market rate and that Tenant elects to determinethe Prevailing Market Rate, then Tenant shall specify, in such notice toLandlord, Tenant's selection of a real estate appraiser who shall act onTenant's behalf in determining the Prevailing Market Rate.  Within twenty (20)days after Landlord's receipt of Tenant's selection of a real estate appraiser,Landlord, by written notice to Tenant, shall designate a real estate appraiser,who shall act on Landlord's behalf in the determination of the Prevailing MarketRate.  Within twenty (20) days of the selection of Landlord's appraiser, the two(2) appraisers shall render a joint written determination of the PrevailingMarket Rate, which determination shall take into consideration any differencesbetween the Building and those buildings comparable to the Building located inthe Market Area, including without limitation age, location, setting and type ofbuilding.  If the two (2) appraisers are unable to agree upon a joint writtendetermination within said twenty (20) day period, the two appraisers shallselect a third appraiser within such twenty (20) day period.  Within twenty (20)days after the appointment of the third appraiser, the third appraiser shallrender a written determination of the Prevailing Market Rate by selecting,without change, the determination of one (1) of the original appraisers as tothe Prevailing Market Rate and such determination shall be final, conclusive andbinding.  All appraisers selected in accordance with this subparagraph shallhave at least ten (10) years prior experience in the commercial leasing marketof the Market Area and shall be members of the American Institute of Real EstateAppraisers or similar professional organization.  If either Landlord or Tenantfails or refuses to select an appraiser, the other appraiser shall alonedetermine the Prevailing Market Rate.  Landlord and Tenant agree that they shallbe bound by the determination of Prevailing Market Rate pursuant to thisparagraph.  Landlord shall bear the fee and expenses of its appraiser; Tenantshall bear the fee and expenses of its appraiser; and Landlord and Tenant shallshare equally the fee and expenses of the third appraiser, if any.

Notwithstanding anything to the contrary contained herein, in the event thePrevailing Market Rate as determined herein is less than the Annual Base Rent ineffect during the last year of the Term, the Base Rent during the applicableextension Term shall equal the Annual Base Rent in effect during the last yearof the Term. 

	(c)	Except for the Base Rent, which shall be determined as set forthin subparagraph (b) above, leasing of the Demised Premises by Tenant for theapplicable extended term shall be subject to all of the same terms andconditions set forth in this Lease, including Tenant's obligation to payTenant's share of Operating Expenses as provided in this Lease; provided,however, that any improvement allowances, termination rights, rent abatements orother concessions applicable to the Demised Premises during the initial Termshall not be applicable during any such extended term, nor shall Tenant have anyadditional extension options unless expressly provided for in this Lease.Landlord and Tenant shall enter into an amendment to this Lease to evidenceTenant's exercise of its renewal option.  If this Lease is guaranteed, it shallbe a condition of Landlord's granting the renewal that Tenant deliver toLandlord a reaffirmation of the guaranty in which the guarantor acknowledgesTenant's exercise of its renewal option and reaffirms that the guaranty is infull force and effect and applies to said renewal.

	3.	Limited Environmental Indemnity.   Landlord shall indemnifyTenant and hold Tenant harmless from and against any and all expenses, lossesand liabilities actually suffered by Tenant (with the exception of any and allconsequential damages, including but not limited to the loss of use of theDemised Premises, lost profits and loss of business, and those expenses, losses,and liabilities arising from Tenant's own negligence or willful act) as a resultof a governmental authority having jurisdiction ordering a cleanup, removal orother remediation by Tenant of any Hazardous Substances located in or about thecatch basins located within the Demised Premises and used by the previous tenantthereof (one such catch basin being located in the northwest corner of thewarehouse portion of the Demised Premises between two dock doors, and the otherbeing located along the sewer line on the south side of the Demised Premises andadjacent to the center column, as shown and identified as Area #1 and Area #2,respectively, on Exhibit G attached hereto and incorporated herein), butonly with respect to any such Hazardous Substances located therein or thereaboutas of the Lease Date.
**EXHIBIT D

Rules And Regulations**
 

These Rules and Regulations have been adopted by Landlord forthe mutual benefit and protection of all the tenants of the Building in order toinsure the safety, care and cleanliness of the Building and the preservation oforder therein. 

	1.	The sidewalks shall not be obstructed or used forany purpose other than ingress and egress.  No tenant and no employees of anytenant shall go upon the roof of the Building without the consent of Landlord.

	2.	No awnings or other projections shall be attachedto the outside walls of the Building. 

	3.	The plumbing fixtures shall not be used for anypurpose other than those for which they were constructed, and no sweepings,rubbish, rags or other substances, including Hazardous Substances, shall bethrown therein. 

	4.	No tenant shall cause or permit any objectionableor offensive odors to be emitted from the Demised Premises. 

	5.	The Demised Premises shall not be used for lodgingor sleeping or for any immoral or illegal purposes. 

	6.	No tenant shall make, or permit to be made anyunseemly or disturbing noises, sounds or vibrations or disturb or interfere withtenants of this or neighboring buildings or premises or those having businesswith them. 

	7.	Each tenant must, upon the termination of thistenancy, return to the Landlord all keys of stores, offices, and rooms, eitherfurnished to, or otherwise procured by, such tenant, and in the event of theloss of any keys so furnished, such tenant shall pay to the Landlord the cost ofreplacing the same or of changing the lock or locks opened by such lost key ifLandlord shall deem it necessary to make such change. 

	8.	Canvassing, soliciting and peddling in the Buildingand the Project are prohibited and each tenant shall cooperate to prevent suchactivity. 

	9.	Landlord will direct electricians as to where andhow telephone or telegraph wires are to be introduced.  No boring or cutting forwires or stringing of wires will be allowed without written consent of Landlord.The location of telephones, call boxes and other office equipment affixed to theDemised Premises shall be subject to the approval of Landlord. 

	10.	Parking spaces associated with the Building areintended for the exclusive use of passenger automobiles.  Except forintermittent deliveries, no vehicles other than passenger automobiles may beparked in a parking space without the express written permission of Landlord.Trucks and tractor trailers may only be parked at designated areas of theBuilding.  Trucks and tractor trailers shall not block access to theBuilding.

	11.	No tenant shall use any area within the Projectfor storage purposes other than the interior of the Demised Premises. 
**EXHIBIT E

CERTIFICATE OF AUTHORITY

CORPORATION**
	The undersigned, Secretary of Cell Genesys, Inc., aCalifornia corporation ("Tenant"), hereby certifies as follows to Shelby DriveCorporation, a Florida corporation ("Landlord"), in connection with Tenant'sproposed lease of premises in Building M, at Southpark, Shelby County, Tennessee(the "Premises"):

	1.	Tenant is duly organized, validly existing and ingood standing under the laws of the State of California, and duly qualified todo business in the State of Tennessee.

	2.	That the following named persons, actingindividually, are each authorized and empowered to negotiate and execute, onbehalf of Tenant, a lease of the Premises and that the signature opposite thename of each individual is an authentic signature: 

____________________
____________________
____________________
(name)
(title)
(signature)

____________________
____________________
____________________
(name)
(title)
(signature)

____________________
____________________
____________________
(name)
(title)
(signature)

	3.	That the foregoing authority was conferred upon theperson(s) named above by the Board of Directors of Tenant, at a duly convenedmeeting held _____________, 2001.

 

						________________________________

						Secretary

								[CORPORATE SEAL]

EXHIBIT F

PERMITTED HAZARDOUS SUBSTANCES

EXHIBIT G

CATCH BASINS**