exh10_1.htm

 

     

    


    


    LEASE

    


    


    


    BIT
HOLDINGS FIFTY-SEVEN, INC.,

    Landlord,

    


    


    


    and

    


    


    


    


    CASCADE
WIND CORP., INC.,

    Tenant

    


    


    


    


    Dated:  April
27, 2010

    


    


    
      


    

    


    


     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS LEASE ("this Lease") is made and
entered into as of April 27, 2010 by Landlord and Tenant.

    


    1.           BASIC
LEASE INFORMATION

     

    
      	
              LANDLORD:

            	
              BIT Holdings Fifty-Seven,
      Inc., a Maryland corporation

               

            
	
              LANDLORD'S ADDRESS FOR
NOTICES:

               

            	
              c/o
      PNC Realty Investors, Inc.

              1601
      K Street NW, Suite 1100

              Washington,
      DC 20006

              Attn:  Clark
      C. Maier, Asset Manager

               

              With concurrent copies to:

               

              c/o
      PNC Realty Investors, Inc.

              Two
      Hopkins Plaza, Suite 804

              Baltimore,
      Maryland 21201

              Attn:  Brian
      Gilmore, Property Accountant

               

              Thomas
      A. Barkewitz

              Alston,
      Courtnage & Bassetti LLP

              1000
      Second Avenue, Suite 3900

              Seattle,
      WA  98104-1045

               

            
	
              TENANT:

               

            	
              Cascade Wind Corp.,
      Inc., a Nevada corporation

            
	
              GUARANTOR:

               

            	
              Core
      Fund, L.P., a Delaware limited partnership

            
	
              TENANT'S
      NOTICE ADDRESS:

               

            	
              At
      the Premises

               

              With concurrent copies to:

               

              Stoll
      Berne

              209
      SW Oak Street, Suite 500

              Portland,
      OR  97204

              Attn:  David
      A. Lokting

               

            
	
              BUILDING:

            	
              The
      warehouse building known as Building 31 located at 9025 SW Hillman Court,
      in Wilsonville, Oregon.

               

            
	
              PROPERTY:

            	
              The
      Building and the Land.

               

            
	
              PREMISES:

            	
              The
      premises having a street address of 3122 and 3126, 9025 SW Hillman Court,
      Wilsonville, Oregon 97070, as more fully described in Section 2.1
      (Premises) and shown on the floor plans attached as Exhibit A to this
      Lease.

               

            
	
              RENTABLE
      AREA OF THE BUILDING:

               

               

            	
              54,485
      square feet, as determined by Landlord's architect.

               

            
	
              RENTABLE
      AREA OF THE PREMISES:

               

            	
              Approximately
      13,558 square feet, including approximately 3,960 square feet of office
      space, all as determined by Landlord's architect (See Section 2.4 [Office
      Space]).

               

            
	
              LEASE
      COMMENCEMENT DATE:

               

            	
              Upon
      mutual execution of this Lease.

            
	
              LEASE
      EXPIRATION DATE:

            	
              Expiration
      of the initial thirty nine (39) month term measured from the Lease
      Commencement Date if the Lease Commencement Date occurs on the first day
      of a month; otherwise, this Lease shall expire thirty nine (39) months
      after the last day of the month in which the Lease Commencement Date
      occurs.

               

            
	
              TERM:

            	
              Three
      (3) years and three (3) months.

               

            
	
              EXTENSION
      TERM:

            	
              Three
      (3) years.

               

            
	 
      	 
      
	
              FIXED
      MINIMUM RENT:

            	
              The
      Fixed Minimum Rent for each Lease Year is summarized as
      follows:

               

                 Months                               Fixed Minimum Rent Per Month

               

                                                 Suite
      3126          Suite 3122*

               

              Months
      1-6                                    
      $2,500.00**       $  940.00**

              Months
      7-12                                  
      $5,000.00           $1,880.00

              Months
      13-24                                 $5,150.00           $1,936.40

              Months
      25-36                                 $5,304.50           $1,994.49

              Months
      37-39                                 $5,463.64           $2,054.33

               

              *In
      accordance with Section 3.3, all Rent for Suite 3122 will abate until such
      time as Landlord delivers Suite 3122 to Tenant.

               

              **Provided
      that there is no Event of Default by Tenant under the Lease, one half of
      the Fixed Minimum Rent will be abated during the first six (6) months of
      the Lease Term.  If, at any time during the Lease Term, there is
      an Event of Default by Tenant under the Lease, the abated Fixed Minimum
      Rent will become immediately due and payable.  Tenant shall pay
      all Additional Rent during such period and throughout the Lease
      Term.

               

            
	
              ADVANCE
      RENT:

               

               

               

            	
              $4,000.66

            
	
              REIMBURSEMENT
      OF OPERATING COSTS:

               

            	 
      
	
              TENANT'S
      PROPORTIONATE SHARE FOR OPERATING COSTS:

               

            	
              12.95%
      (7.96% until such time as Landlord delivers Suite 3122 to
      Tenant)

            
	
              TENANT'S
      PROPORTIONATE SHARE FOR REAL ESTATE TAXES:

               

            	
              12.95%
      (7.96% until such time as Landlord delivers Suite 3122 to
      Tenant)

            
	
              SECURITY
      DEPOSIT:

            	
              $15,838.84

               

            
	
              TYPE
      OF GUARANTY:

            	
              See
      Exhibit G attached.

               

            
	
              BROKER:

            	
              Landlord
      – CB Richard Ellis (Andy Kangas and Stuart Skaug)

               

              Tenant
      – Colliers International (Jerry Matson)

               

            
	
              PERMITTED
      USE:

            	
              Research
      and development, light fabrication and ancillary office
      functions.

               

            
	
              PARKING
      SPACES:

            	
              See
      Section 2.3 (Parking).

               

            


    

    


    The Basic
Lease Information is incorporated into and made a part of this
Lease.  Each reference in this Lease to any information or definitions
contained in the Basic Lease Information means and refers to the information and
definitions set forth in the Basic Lease Information.  References in
this document to the term "Lease" mean the Basic Lease Information, the body of
this Lease, and any Exhibits, Addenda, or Riders thereto.  The
provisions of the body of this Lease will be read to implement the Basic Lease
Information.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    1. Parties.  This
Lease is made as of the date shown in the Basic Lease Information, between the
parties as provided in the Schedule.

     

    2. Premises,
Property.  In consideration of the agreements in this Lease and
other consideration paid, Landlord leases to Tenant and Tenant leases from
Landlord:

     

    2.1. Premises.  The
"Premises" described in
the Basic Lease Information and shown on the attached Exhibit A,
which Premises are located upon and are part of the "Property" described in the
Basic Lease Information and in the attached Exhibit B.  The
Premises will consist of Suite 3126 containing approximately 8,337 square feet,
of which 3,960 square feet is office space ("Suite 3126") and Suite 3122
containing approximately 5,221 square feet, of which 2,533 square feet is office
space ("Suite
3122").  The building in which the Premises are located is
hereinafter called the "Building," and the Building,
together with any other buildings on the land forming the Property, are
hereinafter collectively referred to as the "Buildings";

     

    2.2. Adjacent
Site Improvements.  The non-exclusive right to use the parking
and loading area, if any, described in the Basic Lease Information and shown as
the "Adjacent Site
Improvements" on Exhibit A;
and

     

    2.3. Parking.  The
non-exclusive right to use, together with Landlord and other tenants of the
Property, the driveways, parking (to the extent not leased to other tenants for
their sole use), and grounds.  Tenant will have access to the
exclusive, unreserved use of twenty three (23) parking spaces.

     

    2.4. Office
Space.  Landlord and Tenant acknowledge and agree that Suite
3122 consists of both warehouse and office space, but that the Fixed Minimum
Rent for Suite 3122 is based solely on warehouse space and does not reflect the
fair market rent for the office space.  Tenant shall not demolish or
otherwise alter the office space in Suite 3122.

     

    3. Improvements.

     

    3.1. Completion
of Construction.  Landlord's Work is described in the attached
Exhibit C.  Any
items to be paid by Tenant are as shown in Exhibit C.  Any
work beyond Landlord's Work that may be necessary to outfit the Premises for
Tenant's occupancy or for the operation of Tenant's business therein is the sole
responsibility of Tenant and shall be performed by Tenant at its own cost and
expense pursuant to Section 7.5 (Alterations and
Improvements).

     

    3.2. Possession
of Suite 3126.  Landlord will deliver possession of Suite 3126
to Tenant upon mutual execution of this Lease.  Landlord and Tenant
acknowledge that Landlord will be performing Landlord's Work (as defined in
Exhibit C
attached to this Lease) while Tenant is in possession of the
Premises.  Landlord will use commercially reasonable efforts not to
interfere with Tenant's use of the Premises, but Tenant acknowledges and agrees
that the nature of the construction work to be performed will result in
interference and, except for damages resulting from Landlord's reckless or
intentional misconduct, Tenant waives any damages which may result from
interference by Landlord or its contractors during the completion of Landlord's
Work.  Tenant shall cooperate fully with Landlord and its contractors
during such construction to avoid delays or unnecessary expense in the
completion of Landlord's Work.  Neither Tenant nor its agents or
employees will interfere with any work being done by Landlord or its contractors
in any part of the Building.  Landlord will not be in default under
this Lease for failure to complete Landlord's Work in Suite 3126 by a specific
date.  If, however, Landlord fails to complete Landlord's Work in
Suite 3126 within one hundred twenty (120) days of the date the necessary
building permits are issued for Landlord's Work in Suite 3126 (subject to force
majeure, as described in Section 15), all Rent under this Lease will be abated
beginning on the one hundred twenty first (121st) day
after building permits are issued through the date on which Landlord's Work in
Suite 3126 is completed.  Upon mutual execution of this Lease,
Landlord will promptly apply for the necessary building permits for Landlord's
Work in Suite 3126.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.3. Possession
of Suite 3122.  Tenant acknowledges that Suite 3122 is occupied
by another tenant on a temporary basis and will not be available for Tenant's
access or use on the Lease Commencement Date.  Landlord will deliver
possession of Suite 3122 to Tenant once such space becomes available and
Landlord completes Landlord's Work in such space in accordance with Exhibit
C.  Landlord will notify Tenant in writing of the date on which Suite
3122 is delivered to Tenant.  Until such date, Rent for Suite 3122
will be fully abated.  Landlord will not be in default under this
Lease for failure to deliver Suite 3122 by a specific date.  If,
however, Landlord fails to deliver Suite 3122 to Tenant within one hundred
twenty (120) days of the date the necessary building permits are issued for
Landlord's Work in Suite 3122 (subject to force majeure, as described in Section
15), Tenant may elect to remove Suite 3122 from the Premises under this Lease by
giving Landlord thirty (30) days written notice of such termination; provided,
however, if Landlord delivers Suite 3122 to Tenant within the 30 day period,
Tenant’s notice will be void, and Suite 3122 will continue to be a part of the
Premises under this Lease.   Landlord will apply for the
necessary building permits for Landlord's Work in Suite 3122 no later than eight
(8) months after the mutual execution of this Lease.

     

    3.4. Lease
Commencement Date.  The Lease Commencement Date will be that
day on which the last party to sign this Lease does so.

     

    4. Lease
Term.  The Original Term is as provided in the Basic Lease
Information.  If the Lease Commencement Date is the first day of a
calendar month, that month shall be the first full calendar month counted in
determining the length of the Original Term.  Tenant shall be entitled
to renew this Lease for one Renewal Term to the extent provided in the Basic
Lease Information and in the attached Exhibit D.  The
"Lease Term" consists of
the Original Term and each Renewal Term, if any, which goes into effect pursuant
to the provisions of Exhibit D.  This
Lease cannot be terminated by Tenant, except as expressly stated
herein.

     

    5. Rents, Security
Deposits.

     

    5.1. Fixed
Minimum Rent.  Tenant agrees to pay Landlord Fixed Minimum Rent
for the Premises in the amounts listed in the Basic Lease
Information.  Commencing on the Lease Commencement Date and continuing
throughout the remainder of the Lease Term, the Fixed Minimum Rent shall be paid
in monthly installments, in advance, without offset, deduction or prior demand,
on the first day of each month, except that if the Lease Commencement Date
occurs on any day other than the first day of a calendar month, the Fixed
Minimum Rent for the partial month commencing on the Lease Commencement Date
shall be paid on the Lease Commencement Date.  Notwithstanding
anything in this Lease to the contrary, Tenant shall pay Landlord, on the date
of execution of this Lease, the Fixed Minimum Rent for the first full calendar
month of the Lease Term for which such rent is due and Tenant’s Share of the
Property Costs for the first full calendar month of the Lease Term ("Advance Rent").  The
Advance Rent is the amount set forth in Section 1.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.2. Additional
Rent.

     

    (a) (i)           In
addition to the Fixed Minimum Rent, Tenant shall pay as Additional Rent Tenant's
Share of the "Property
Costs". For the purposes of this Lease "Property Costs"
means:  (A) insurance premiums incurred under
Subsection 8.1(a) (whether elective or required), (B) Real Property
Taxes (defined in Section 10 [Real Property Taxes]), and (C) Operating
Costs.  "Operating
Costs" include all costs and expenses of any kind or nature incurred by
Landlord in managing, operating, policing, protecting, lighting, repairing,
replacing (with like kind), and maintaining the Property and the common areas
thereof and/or any equipment therein, including, but not limited to, common area
utilities, water and sewer facilities, third party management fees, landscaping,
irrigation systems, cleaning, snow removal, signage, lighting, pest control,
security costs, supplies, trash removal, parking lot sweeping, personal property
taxes, owners' association dues, exterior painting, roofs, parking lots, seal
coating, striping, plumbing, and compensation and benefits of employees involved
in such work.  Excluded from Operating Costs are net income taxes, the
cost of any capital improvements (except that the portion of each capital
expenditure that would be taken as a deduction on Landlord’s federal income tax
return if depreciated or amortized over the improvement’s useful will be an
Operating Cost), leasing commissions, advertising expenses, renovation of space
for new tenants, renovation as a result of casualty, and the cost of each Common
Utility or Service.

     

    (ii)           Commencing
on the Lease Commencement Date and continuing throughout the remainder of the
Lease Term, Tenant's Share of the Property Costs and Tenant's portion of the
cost of each Common Utility or Service (as provided in Section 11
[Utilities and Services]) shall be paid in monthly installments on the first day
of each month in amounts reasonably established from time to time by Landlord
consistent with the terms of this Lease.  Property Costs and the costs
of Common Utilities and Services for periods including time before the Lease
Commencement Date or after the end of the Lease Term shall be
prorated.  Within ninety (90) days after the end of each tax year,
Landlord shall provide an accounting of the actual Real Property Taxes and
Tenant's Share of the Real Property Taxes for such tax year.  Within
ninety (90) days after the end of each calendar year, Landlord shall provide an
accounting of the actual Property Costs other than Real Property Taxes and the
actual costs of Common Utilities and Services for such calendar
year.  Any payments due Landlord based on any such accountings shall
be paid within fifteen (15) days after Landlord provides such accountings to
Tenant.  Any refunds due Tenant based on any such accountings shall be
paid within fifteen (15) days after Landlord provides such accountings, if
relating to a period in which the Lease Term is terminated, or credited by
Landlord to succeeding payments required to be made by Tenant with respect to
such items in subsequent months of the Lease Term.  At the sole option
of Landlord and in lieu of monthly installments as hereinabove provided, Tenant
shall pay Tenant's Share of Real Property Taxes (as provided in
Section 5.2(a)(i)) for each tax year or portion thereof falling within the
Lease Term in a lump sum as estimated by Landlord not later than fifteen (15)
days after Landlord shall give Tenant notice thereof (which notice shall be
accompanied by a copy of the tax bill showing the Real Property Taxes payable
for the Property).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii)           "Tenant's Share" means the
percentage obtained by dividing the number of square feet of leasable area in
the Premises by the number of square feet of leasable area in the
Buildings.  Tenant's Share is initially established as set forth in
the Basic Lease Information.

     

    (b) All sums
of money, other than the Fixed Minimum Rent, required to be paid by Tenant to
Landlord or any third party pursuant to the terms of this Lease shall be
considered "Additional
Rent."  The failure of Tenant to pay any Additional Rent when
due, after the giving of all required notices and the expiration of all
applicable grace periods, shall constitute a material default by Tenant
hereunder, regardless of the amount of money involved.

     

    (c) If any
governmental agency imposes any tax after the Lease Commencement Date measured
by the amount of Rent paid, Tenant shall pay such tax at the time of each
payment of Fixed Minimum Rent or Additional Rent, as applicable.

     

    5.3. Rent
Obligations Independent; Abatement; Proration; Where Payable; Late
Charges.  The "Rent" shall consist of the
Fixed Minimum Rent and the Additional Rent.  The Rent obligations are
independent of any other obligation of Tenant or Landlord, and Tenant is not
entitled to any abatement or reduction of, or setoff against, Rent, except as
expressly provided in this Lease.  Tenant waives the benefit of any
statute that would alter this agreement of the parties.  Rent due for
any period that is less than one month shall be prorated.  Rent is
payable to Landlord at the address listed in the Basic Lease Information or such
other places Landlord may designate from time to time in writing.  A
three percent (3%) handling fee, payable as Additional Rent on or before the
first day of the next month, is due with respect to any Rent not paid within ten
(10) days after its due date.

     

    5.4. Security
Deposit.

     

    (a)  Upon execution of this
Lease, Tenant shall deposit with Landlord a cash Security Deposit in the amount
provided in the Basic Lease Information.  Landlord may apply all or
part of the Security Deposit to any unpaid Rent or other charges due from Tenant
or to cure any default of Tenant.  The Security Deposit does not
constitute the Rent for the last month of the Lease Term, and Tenant shall not
cause Landlord to use the Security Deposit for such purpose.  If
Landlord uses any part of the Security Deposit, Tenant shall restore the
Security Deposit to its full amount within ten (10) days after Landlord's
written request.  No interest is payable on the Security Deposit.
Landlord is not required to keep the Security Deposit in a separate account, and
the Security Deposit may be commingled with other funds of
Landlord.  Any sum payable by Tenant as a Security Deposit shall
constitute Additional Rent, but said sum, if not sooner applied, shall be
returned to Tenant within thirty (30) days after the vacating of the Premises by
Tenant and the termination of this Lease, provided (a) Tenant is not then
in default under any of the provisions of this Lease; (b) there is no
damage to the Premises beyond ordinary wear and tear and the Premises have been
left in a clean condition and in good order with all debris, rubbish and trash
placed in proper containers; (c) all keys to the Premises have been
returned to Landlord; and (d) Tenant's forwarding address has been left
with Landlord.

     

    (b) If and when required under
Section 24.25 [Guaranty] of this Lease, Tenant shall deposit with Landlord
either an additional cash Security Deposit in an amount equal to the
unamortized balance
of "Landlord's Lease Costs" (defined below) or an additional Security
Deposit in the form of an unconditional and irrevocable letter of credit
(“Letter of
Credit”):  (i) in an amount equal to the unamortized balance of Landlord's
Lease Costs and in form and
substance satisfactory to Landlord, (ii) naming Landlord as beneficiary, (iii)
expressly allowing Landlord to draw upon it at any time from time to time by
delivering to the issuer notice that Landlord is entitled to draw thereunder,
(iv) issued by a financial institution insured by the Federal Deposit Insurance
Corporation (“FDIC”)
meeting the requirements set forth below, and (v) redeemable by presentation of
a sight draft in the state of Landlord’s choice in an amount equal to the
unamortized balance
of Landlord's Lease Costs.  For purposes of this
Lease, the term "Landlord's
Lease Costs"
means the sum of (1) the real estate fees and commissions paid by Landlord in
connection with this Lease, (2) the amount of all Rent abated under this Lease,
and (2) the costs and expenses incurred by Landlord in making improvements to
the Premises pursuant to Exhibit
C attached to
this Lease.  Landlord's Lease Costs will be amortized over the initial
Lease Term at an interest rate of eight percent (8.0%) per
annum.  If Tenant does not provide Landlord with a substitute
Letter of Credit complying with all of the requirements hereof at least 10 days
before the stated expiration date of any then current Letter of Credit, Landlord
shall have the right to draw the cash Security Deposit or the current Letter of
Credit in an amount equal to the unamortized balance of Landlord's
Lease Costs and hold the funds drawn in cash without obligation for
interest thereon as the Security Deposit.  The Security Deposit shall
be held by Landlord as security for the performance of Tenant’s obligations
under this Lease.  The Security Deposit is not an advance rental
deposit or a measure of Landlord’s damages in case of Tenant’s
default.  Upon each occurrence of an Event of Default (as defined in
Section 13),
Landlord may use all or any part of the Security Deposit that Landlord is
entitled to draw to pay delinquent payments due under this Lease, and the cost
of any damage, injury, expense or liability caused by such Event of Default,
without prejudice to any other remedy provided herein or provided by
law.  Upon any such use of all or any portion of the Security Deposit,
Tenant shall pay Landlord on demand the amount that will restore the Security
Deposit to the amount set forth in the Basic Lease Provisions.  Tenant
hereby waives the provisions of any law, statute, rule, regulation, ordinance or
other legal requirement, now or hereafter in force, which provide that Landlord
may claim from a security deposit only those sums reasonably necessary to remedy
defaults in the payment of Rent, to repair damage caused by Tenant or to clean
the Premises, it being agreed that Landlord may, in addition, claim those sums
reasonably necessary to compensate Landlord for any other loss or damage,
foreseeable or unforeseeable, caused by the act or omission of Tenant or any
officer, employee, agent or invitee of Tenant.  Upon bankruptcy or
other debtor-creditor proceedings against Tenant, the Security Deposit shall be
deemed to be applied first to the payment of Rent and other charges due Landlord
for periods prior to the filing of such proceedings.  Upon any such
use of all or any portion of the Security Deposit, Tenant shall, within 5 days
after demand from Landlord, restore the Security Deposit to its original
amount.  If Tenant shall fully perform every provision of this Lease
to be performed by Tenant, the Security Deposit, or any balance thereof (i.e.,
after deducting therefrom all amounts to which Landlord is entitled under the
provisions of this Lease), shall be returned to Tenant (or, at Landlord’s
option, to the last assignee of Tenant’s interest hereunder) within 90 days
after the expiration or earlier termination of this Lease.

     

    (c) The
Letter of Credit shall be issued by any national banking association or other
commercial bank that has a credit rating for certificates of deposit, short term
deposits, or commercial paper of at least P-1 (or equivalent) by Moody’s
Investors Service, Inc. or a comparable rating from a comparable rating agency,
should Moody’s cease to exist or cease to rate commercial banks in the future
(“Rating
Agency”).  If the issuer’s credit rating is reduced below P-1
(or equivalent) by a Rating Agency, then at Landlord’s request Tenant shall
obtain from a different issuer a substitute Letter of Credit that complies in
all respects with the requirements of this Section (including the requirements
for the Rating Agency and the credit rating for the issuer).  If
Tenant fails to obtain and deliver such substitute Letter of Credit within 5
days after demand from Landlord, Landlord shall have the right to draw the full
amount of the current Letter of Credit and hold the funds drawn in cash without
obligation for interest thereon as the Security Deposit.  If the
issuer of any Letter of Credit held by Landlord is insolvent or is placed into
receivership or conservatorship by the FDIC, or any successor or similar entity,
or if a trustee, receiver, or liquidator is appointed for the issuer, or if any
of the foregoing actions has been threatened, then, effective as of
the date of such occurrence, the Letter of Credit shall be deemed to not meet
the requirements of this Section and, within 5 days thereof, Tenant shall
replace such Letter of Credit with either cash or substitute Letter(s) of Credit
meeting the requirements of this Section.  Any failure or refusal of
the issuer to honor the Letter of Credit shall be at Tenant’s sole risk and
shall not relieve Tenant of its obligations hereunder.

     

    5.5           Financial
Statements.  At any time during the Term that Tenant is not a
"publicly traded company" (i.e., ownership interests are listed on a public
securities exchange), then within one hundred and twenty (120) days after the
end of each fiscal year of Tenant, Tenant shall furnish to Landlord a financial
statement, in form and substance reasonably acceptable to Landlord, showing the
complete results of Tenant's operations for its immediately preceding fiscal
year.  Such financial statements must be either certified by a
certified public accountant or certified as to their accuracy by Tenant's (or
the guarantor's, if applicable) chief financial officer, to the best of such
officer’s knowledge.  Landlord will retain such statements in
confidence, but may provide copies to Mortgagees and potential Mortgagees and
purchasers as required.  If at anytime Tenant is in default of this
Lease, Landlord shall have the right to request and Tenant shall provide within
(15) fifteen days of such request, the current financial statements as of the
most recent month end, in form and substance reasonably acceptable to Landlord,
certified by a certified public accountant or certified as to their accuracy by
Tenant's (or the guarantor's, if applicable) chief financial officer, to the
best of such officer’s knowledge.

    


    6. Use.

     

    6.1. General.  Tenant
covenants and agrees to use the Premises for no purposes other than those listed
in the Basic Lease Information.  Notwithstanding the permitted uses
listed in the Basic Lease Information, (a) Tenant shall not permit or cause
any public or private auction sales or sheriffs' or constables' sales to be
conducted on or from the Premises, and (b) Tenant shall not operate all or
any portion of the Premises as a "place of public accommodation", as such term
is defined under the regulations adopted pursuant to Title III of the Federal
Americans With Disabilities Act of 1990, as amended from time to time (the
"ADA"); provided, however, that if
Tenant's periodic sales or rental of goods at or from the Premises to
individuals (as opposed to businesses) results in all or any portion of the
Premises being considered a "place of public accommodation," Tenant shall
immediately comply with the ADA and shall pay as Additional Rent all costs and
expenses incurred by Landlord in removing architectural barriers from the
Premises and/or any common areas of the Property to comply, fully or partially,
with the ADA, regardless of whether any judicial or administrative finding has
been made that such barrier removal is actually required, or sufficient, for
compliance with the ADA.  A written opinion from Landlord's attorney
to Landlord that Tenant is operating all or a portion of the Premises as a
"place of public accommodation" shall be deemed a presumptive determination of
such fact, rebuttable by Tenant if Tenant provides an opinion of counsel
reasonably satisfactory to Landlord and Landlord’s attorney.

     

    6.2. Compliance
with Laws and Official Directives.  Commencing on the Date of
Delivery and continuing throughout the remainder of the Lease Term (and at any
other time between the date hereof and the Date of Delivery when Tenant or any
of its employees, contractors or agents enters upon or occupies the Premises),
Tenant shall, at its expense, comply promptly with all of the following, to the
extent imposing any duties on Landlord or Tenant with respect to or regulating
Tenant’s specific use or occupancy of the Premises:  (a) all
governmental or quasi-governmental laws, ordinances, rules, regulations, orders,
requirements and/or directives; (b) all recorded public and/or private
covenants and restrictions (including all applicable covenants and restrictions
governing any industrial park in which the Property is located); and
(c) the requirements of all fire rating organizations and Tenant's and
Landlord's underwriters and insurance companies (“Use and Occupancy
Requirements”).  Tenant shall not carry on nor permit any dangerous or
offensive activity so as to create damage to the Property, waste, a nuisance, or
disturbance to other tenants.

     

    6.3. Hazardous
Materials.

     

    (a) Definitions.  As
used in this Lease:

     

    (i) The term
"Hazardous Material"
means any flammable items, explosives, radioactive materials, hazardous or toxic
substances, materials or waste or related materials, including any substances
defined as or included in the definition of "hazardous substances", "hazardous
wastes", "infectious wastes", "hazardous materials" or "toxic substances" as of
the date of this Lease or thereafter regulated under any federal, state or local
laws, regulations or ordinances, including, without limitation, oil,
petroleum-based products, paints, solvents, lead, cyanide, DDT, printing inks,
acids, pesticides, ammonia compounds and other chemical products, asbestos, PCBs
and similar compounds, and including any different products and materials that
are subsequently found to have adverse effects on the environment or the health
and safety of persons.

     

    (ii) The term
"Hazardous Materials
Laws" means all federal, state and local laws, ordinances and regulations
in effect as of the date of this Lease or thereafter relating to industrial
hygiene, environmental protection or the use, analysis, generation, manufacture,
storage, presence, treatment, release, disposal or transportation of any
Hazardous Material.

     

    (b) General
Prohibition.

     

    (i) Tenant
shall not cause or permit any Hazardous Material to be generated, produced,
brought, used, stored, treated, discharged, released, spilled or disposed of
upon, in, under or about the Premises or the Property by Tenant or one or more
of its affiliates, agents, employees, contractors, subtenants, assignees or
invitees (collectively, "Related Parties") without the
prior written consent of Landlord, which consent Landlord may grant or withhold
in the exercise of its sole and absolute subjective discretion; provided, however, that
Tenant may use and store on the Premises such office supplies (e.g., copier
toner, white-out correction fluid, and the like) and cleaning supplies in such
small amounts as are typically and customarily found in normal office
use.  Landlord shall be entitled to take into account such factors or
facts as Landlord may in its good faith business judgment determine to be
relevant in determining whether to grant, condition or withhold consent to
Tenant's proposed activity with respect to Hazardous Material, and Tenant shall
indemnify, defend and hold Landlord harmless from and against any and all
actions (including, without limitation, governmental requests or directives,
remedial or enforcement actions of any kind, administrative or judicial
proceedings, and orders or judgments arising out of or resulting therefrom),
costs, claims, demands, damages (including, without limitation, punitive
damages), expenses (including, without limitation, attorneys', consultants' and
experts' fees, medical monitoring costs, court costs and amounts paid in
settlement of any claims or actions), fines, forfeitures or other civil,
administrative or criminal penalties, injunctive or other relief (regardless of
whether based on personal injury, property damage, or contamination of, or
adverse effects upon, the environment, water tables or natural resources),
liabilities or losses (hereinafter referred to collectively as "Environmental Claims") arising
from or caused in whole or in part, directly or indirectly, by a breach of this
prohibition by Tenant or any Related Party or Parties.  The burden of
proof shall be on Tenant to establish that the matter for which indemnification
is requested is not subject to the indemnification obligation set forth
above.  In no event shall Landlord be required to consent to the
installation or use of any asbestos-containing materials, PCBs or storage tanks
in, on or under the Premises or the Property.

     

    (ii) If
Landlord consents to the generation, production, bringing, use, storage,
treatment or disposal of Hazardous Materials on, in, under or about the Premises
or the Property by Tenant or any Related Party or Related Parties, then, in
addition to any other requirements or conditions that Landlord may impose in
connection with such consent, (A) Tenant promptly shall deliver to Landlord
copies of all permits, approvals, filings and communications submitted to or
received from any governmental authority for the generation, production,
transportation, use, storage, treatment or disposal of all Hazardous Materials
generated, produced, brought, used, stored, treated or removed from or upon the
Premises and the Property, including copies of all hazardous waste manifests
relating thereto, and (B) upon expiration or earlier termination of this
Lease, Tenant shall cause all Hazardous Materials arising out of or related to
the use or occupancy of the Premises by Tenant or any Related Party or Related
Parties to be removed from the Premises and the Property and transported
off-site for use, storage or disposal in accordance with all applicable
Hazardous Materials Laws and Tenant shall provide Landlord with evidence
reasonably satisfactory to Landlord of the same.

     

    (c) Removal and
Notification.

     

    (i) If
Hazardous Materials are discovered upon, in, under or about the Property, or any
Hazardous Materials are spilled or released upon, in, under or about the
Property, or any governmental agency or entity having jurisdiction over the
Property requires the removal of such Hazardous Materials, Tenant shall be
responsible for removing, remediating or abating at its cost and expense those
Hazardous Materials arising out of or related to the use or occupancy of the
Premises or the Property by Tenant or any Related Party or Related Parties, but
not those of its predecessors.  If any conditions relating to
Hazardous Materials caused by someone other than Tenant or any Related Party or
Related Parties are exacerbated by Tenant or any Related Party or Related
Parties, Tenant's indemnification of Landlord contained in
Subsection 6.3(b) shall extend to the full extent of the responsibility of
Tenant or such Related Party for such exacerbation.  Notwithstanding
the foregoing, Tenant shall not take any removal, abatement or remedial action
upon, in, under or about the Premises or the Property, nor enter into any
settlement agreement, consent decree or other compromise for any Environmental
Claim relating to any Hazardous Materials in any way connected with the Premises
or the Property without first notifying Landlord of Tenant's intention to do so
and affording Landlord the opportunity to appear, intervene, comment upon,
oppose or otherwise appropriately assert and protect Landlord's interest with
respect thereto, except that if Tenant acquires knowledge of incidents or
conditions that may result in an Environmental Claim, Tenant may immediately
undertake such preventative or remedial measures as are reasonably necessary to
alleviate such incidents or conditions to protect human health or the
environment and shall immediately notify Landlord of the nature and cause for
commencing such preventative or remedial measures.

     

    (ii) Tenant
immediately shall notify Landlord in writing of:  (A) any spill,
release or discharge of any Hazardous Materials upon, in, under or about the
Premises, the Property or any portion thereof; (B) any enforcement,
cleanup, removal or other governmental or regulatory action instituted,
contemplated, or threatened pursuant to any Hazardous Materials Laws;
(C) any claim made or threatened by any person against Tenant, any Related
Party, the Premises or the Property relating to damage, contribution, cost
recovery, compensation, loss or injury resulting from or claimed to result from
any Hazardous Materials; and (D) any oral or written reports made to any
governmental agency or entity arising out of or in connection with any Hazardous
Materials upon, in, under or about or removed from the Premises or the Property,
including any complaints, notices, warning, reports or asserted violations in
connection therewith.  Tenant also shall supply to Landlord as
promptly as possible, and in any event within five (5) business days after
Tenant first receives or sends the same, copies of all claims, reports,
complaints, notices, warnings or asserted violations relating in any way to
Hazardous Materials upon, in, under or about the Premises or the
Property.

     

    (d) Survival.  The
respective rights and obligations of Landlord and Tenant under this
Section 6.3 shall survive the expiration or earlier termination of this
Lease.

     

    6.4. Condition
of Premises.  Tenant accepts the Premises in their "AS IS,
WHERE IS, WITH ALL FAULTS" condition existing as of the date of this Lease,
subject only to the completion of Landlord's Work, except Landlord warrants
that, as of the Commencement Date, the Property and Premises comply with the
requirements of applicable fire rating organizations and Landlord's insurance
providers, other than those specific to Tenant’s proposed use of the Premises or
any Hazardous Materials to be stored or used by Tenant on the Premises and, on
the Date of Delivery, the electrical, plumbing, sprinkler and heating,
ventilating and the air conditioning ("HVAC") systems, and the
loading dock levelers and overhead doors, of the Premises will be in good
working order.  Tenant accepts the Premises subject to all applicable
zoning, municipal, county, state and federal laws, ordinances and regulations
governing use of the Premises and to any covenants or restrictions of record,
and matters disclosed by any attached exhibits.  Tenant acknowledges
that Landlord and Landlord's agents have not made any representations or
warranties as to the suitability of the Premises for Tenant's business or
use.

     

    7. Maintenance, Repairs and
Alterations.

     

    7.1. Tenant's
Obligations.

     

    (a) Except as
otherwise provided in Sections 7.2 (Landlord's Obligations), 9.1 (Repair,
Termination and Abatement), 14.1 (Permanent Condemnation) and 14.2 (Temporary
Condemnation), Tenant shall, at its sole cost and expense, commencing on the
Date of Delivery and continuing throughout the remainder of the Lease Term, be
solely responsible for the maintenance, repair and replacement of the Premises
(collectively, the "Maintenance
Activities" and, individually, the "Maintenance
Activity").  The Maintenance Activities include all services
for the installation, operation, maintenance, and repair of the fixtures,
equipment, and finishes located within the Premises or appurtenant solely
thereto, including, but not limited to, all windows and doors and their
fixtures, loading dock equipment (dock levelers, overhead doors, dock shelters,
seals and bumpers), pavement under the sole use of Tenant, electrical system,
lighting (fixtures, bulbs, ballasts, starts, and diffusers), plumbing, heating,
and cooling system and equipment, floors (including, but not limited to, the
concrete floor slab and any finished flooring above the slab), sprinkler system,
interior wall surfaces, interior partitions, mezzanines, all Adjacent Site
Improvements, kitchen appliances and fixtures, modular furniture, showers and
bathroom fixtures, supplemental air conditioning equipment, or other types of
equipment or improvements, together with related plumbing, electrical, or other
utility services, regardless of whether installed by Tenant or by Landlord or on
behalf of Tenant and regardless of whether installed at the expense of Tenant or
Landlord, but only to the extent that such systems, equipment, improvements and
other items solely benefit the Premises and Tenant’s use of the
Premises.  Tenant shall maintain throughout the Lease Term, at its
sole cost and expense and as an integral part of the Maintenance Activities,
contracts satisfactory to Landlord covering the repair, replacement and
maintenance of the heating, ventilating, and the air conditioning systems solely
serving the Premises, and insurance policies covering any
boilers.  Tenant shall maintain the Premises in a clean and sanitary
condition, free of insects, rodents, vermin, and other pests; and that it will
not permit undue accumulation of garbage, trash, rubbish or other refuse, but
will remove the same at its own expense and will keep such refuse in proper
containers within the interior of the Premises until called for to be removed or
unless Landlord provides outside containers for the storage of such
refuse.  Tenant waives the benefits of any statute that would give
Tenant the right to make repairs at Landlord's expense or to terminate this
Lease because of Landlord's failure to keep the Premises in good order,
condition and repair.

     

    (b) Tenant
shall not store goods, pallets, drums, or any other materials outside the
Premises, except that Tenant may dispose of refuse in any outside containers
furnished by Landlord for such purpose.

     

    (c) Tenant
shall not place a load upon any floor of the Premises exceeding the floor load
per square foot that such floor was designed to carry and that is allowed by
law.  Use by Tenant of any mezzanines for storage is at Tenant's sole
risk and Tenant agrees to indemnify and hold Landlord harmless from and against
any claims resulting from any such use.

     

    (d) If
Landlord designates specific parking areas within the parking and loading areas,
Tenant shall cause its employees, agents, and invitees to park only in the
designated areas.

     

    (e) No repair
or servicing of any motorized vehicle shall be allowed in the Premises or in any
parking or loading areas, roadway or service areas within the
Property.  No vehicle (including equipment, trailers, and machinery)
shall be abandoned or disabled or in a state or non-operation or disrepair upon
the Property, and Tenant shall enforce this restriction against Tenant's
employees, agents, and invitees.  Should Landlord determine that a
violation of this restriction has occurred, Landlord shall have the right to
cause the offending vehicle to be removed and all costs of such removal shall be
paid by Tenant as Additional Rent within ten (10) days after written notice to
Tenant.

     

    (f) Tenant
shall use Union Labor (as defined in Section 7.5 below) for all Maintenance
Activities (the "Maintenance
Labor Covenant"), except that the Maintenance Labor Covenant shall not
apply to the services for the installation, operation, maintenance, and repair
of personal property owned exclusively by Tenant (e.g., computer systems,
telephones, and furniture other than modular furniture) or for any of Tenant's
specialized equipment.  To the extent Union Labor is not available in
the market to perform a specific Maintenance Activity, Tenant shall not be in
default of the Maintenance Labor Covenant.  Tenant shall
(a) include the Maintenance Labor Covenant in each of its service
contracts, (b) provide such evidence as Landlord may reasonably require, from
time to time during the Lease Term, that the Maintenance Labor Covenant is being
fully and faithfully observed and Tenant shall include the obligation to provide
such evidence in each service contract entered into by Tenant for such services,
and (c) incorporate the foregoing requirements in any sublease, license, or
occupancy agreement relating to all or any part of the Premises.

     

    7.2. Landlord's
Obligations.

     

    (a) Landlord
shall maintain the roof, the structural integrity of the exterior walls,
structural supports and foundations of the Building, and the paved areas of the
Property (except for pavement under Tenant's sole use), unless covered by the
provisions of Section 9.2.  Landlord may enter the Premises on
reasonable notice to carry out its obligations.  Landlord shall not
unreasonably interfere with Tenant's operations.  Landlord is not
liable for any reasonable interruption of Tenant's use of the
Premises.

     

    (b) Landlord
shall not be liable to Tenant for any damage or injury that may be sustained by
Tenant or those claiming through Tenant as a result of leaks in the roof,
foundation or outside walls.  Landlord shall be liable to Tenant only
if Landlord willfully refuses to repair the roof, foundation or outside walls,
or if Landlord engages in gross negligence in making such repairs.

     

    7.3. Intentionally
Deleted.

     

    7.4. Surrender of
Premises.

     

    (a) At the
expiration or other termination of the Lease Term, Tenant shall return the
Premises in good, clean condition and operating order, after completing all
maintenance, repairs and replacements that are Tenant's
responsibility.  Damage by ordinary wear and tear is excepted to the
extent that it is not part of Tenant's obligation to maintain, repair and
replace.  Also excepted is casualty from causes against which Landlord
carries insurance.  Tenant is solely responsible for extraordinary
wear and tear due to Tenant's use of the Premises.  Damage to the
Premises caused by removals governed by Section 7.5 shall be repaired
promptly by Tenant, at Tenant's sole cost and expense.

     

    (b) Tenant
shall notify Landlord in writing at least one hundred twenty (120) days prior to
vacating the Premises and shall within thirty (30) days prior to vacating
arrange to meet with Landlord for a joint inspection of the Premises prior to
vacating.  If Tenant fails to arrange for or participate in such
inspection, then Landlord's inspection of the Premises shall be deemed
conclusively correct for the purpose of determining Tenant's responsibility for
repair and restoration of the Premises.

     

    7.5. Alterations and
Improvements.

     

    (a) Tenant
shall not make any alterations or improvements to the interior Premises costing
$10,000 or more, or to the exterior of the Premises or the exterior of the
Building, without Landlord's prior written consent, which consent may be granted
or withheld in Landlord's sole and absolute subjective
discretion.  Tenant agrees that all such work shall be done at
Tenant's sole cost and expense, in accordance with the plans and specifications
approved by Landlord and in a good and workmanlike manner, that the structural
integrity of the Building shall not be impaired, and that no liens shall attach
to all or any part of the Premises, the Building, or the Property by reason
thereof.  Tenant shall, at its sole expense, obtain all permits
required for such work.  Landlord will condition its consent to
proposed alterations and improvements upon, among other things, any one or more
of the following:

     

    (i) Tenant's
agreement to remove any alterations or improvements upon the expiration or
earlier termination of the Lease Term, and to restore the Premises substantially
to the prior condition.

     

    (ii) If the
cost of the work exceeds $100,000, delivery to Landlord of a satisfactory
payment and performance bond equal to one and one-half times the estimated cost
of the work.

     

    (iii) Delivery
to Landlord of satisfactory evidence of the additional casualty and liability
insurance necessary to protect both parties while the work is in
progress.

     

    (b)           In
addition to any other conditions contained herein with respect to Tenant making
any alterations or improvements, before making any alterations or improvements
to the interior or exterior of the Premises, or any portion of the Building,
Tenant shall (a) deliver to Landlord evidence satisfactory to Landlord that
Tenant shall cause such construction or alteration work (collectively, the
"Construction
Activities") to be performed by contractors who shall employ craft
workers who are members of unions that are affiliated with The Building and
Construction Trades Department, AFL-CIO ("Union Labor"), and such work
shall conform to traditional craft jurisdictions as established in the area (the
"Construction Labor
Covenant"), (b) include the Construction Labor Covenant in each of its
contracts for the Construction Activities, (c) provide such evidence as Landlord
may reasonably require, from time to time during the course of the Construction
Activities, that the Construction Labor Covenant is being fully and faithfully
observed and Tenant shall include the obligation to provide such evidence in
each contract entered into by Tenant for the Construction Activities, and (d)
incorporate the foregoing requirements in any sublease, license, or occupancy
agreement relating to all or any part of the Premises.  Tenant shall
require that all contractors and subcontractors, of whatever tier, performing
Construction Activities agree to submit all construction jurisdictional disputes
(i.e., disputes about which union is the appropriate union to perform a given
contract) to final and binding arbitration through the procedures of the jointly
administered "Plan for the Settlement of Jurisdictional Disputes in the
Construction Industry," a dispute resolution plan established and administered
by The Building and Construction Trades Department, AFL-CIO, and various
construction industry employer associations.  If a resolution to a
construction-related jurisdictional dispute cannot be obtained through The
Building and Construction Trades Department, AFL-CIO, contractors and
subcontractors, of whatever tier, shall agree to submit all such disputes to
final and binding arbitration procedures to be administered by the American
Arbitration Association ("AAA") and in conformity with
AAA's Commercial Arbitration Rules, Expedited Procedures, with an arbitrator who
is an experienced labor arbitrator and is a member of the National Academy of
Arbitration.

     

    (c)           Claims
for, or purporting to be for, labor or materials furnished to Tenant shall be
paid by Tenant when due, or secured by bond, so as immediately to discharge any
liens filed against the Premises, the Building or the Property.  If
Tenant does not discharge any such lien within thirty (30) days after the
imposition of such lien, Landlord shall have the right, but not the obligation,
to discharge such lien.  Any such amount paid or incurred by Landlord
shall be immediately due and payable as Additional Rent by Tenant to Landlord
together with interest at the rate indicated in Section 24.10 (Interest on
Past-Due Obligations) from the date of payment by Landlord until paid by
Tenant.

     

    (d)           Tenant
shall promptly pay any franchise, minor privilege or other tax or assessment
resulting directly or indirectly from any alterations or improvements made by
Tenant to the Premises.  At Landlord's option, Landlord may engage an
architect or an engineer to assist Landlord in reviewing any plans and
specifications or other materials submitted by Tenant to Landlord for any
proposed alterations or improvements to the Premises costing $10,000 or more,
and Tenant shall reimburse Landlord as Additional Rent for the reasonable fees
and expenses of any such architect or engineer engaged by Landlord within thirty
(30) days after Landlord's demand therefor.  Tenant shall repair
promptly, at its sole expense, any damage to the Premises caused by bringing
into the Premises any property for Tenant's use, or by the installation or
removal of such property, regardless of fault or by whom the damage shall be
caused.

     

    (e)           Unless
removal is required by Landlord, at Landlord's option, all alterations or
improvements shall become the property of Landlord and shall be surrendered with
the Premises at the expiration or earlier termination of the Lease Term, without
payment by Landlord therefor.  Tenant's machinery and equipment
remains the property of Tenant and shall be removed by Tenant, at Tenant's sole
expense, subject to the provisions of Section 7.4 (Surrender of
Premises).  Any removal by Tenant of alterations, improvements,
machinery and/or equipment in accordance with this Section 7.5 shall be at
Tenant's sole expense and subject to the condition that Tenant, at Tenant's sole
expense, repair promptly all damage to the Premises resulting from such removal
so that the Premises are restored in all material respects to their condition as
existing prior to the installation of such alterations, improvements, machinery
and equipment.

     

    8. Insurance.

     

    8.1. Landlord's
Insurance.

     

    (a) Throughout
the Lease Term, Landlord shall maintain policies of insurance covering loss or
damage to the Building in the amount of its full replacement value, providing
protection against the perils customarily included within the classification of
fire and extended coverage.  Landlord shall have the right, but not
the obligation, to provide commercial general liability insurance, rent loss,
vandalism, malicious mischief, sprinkler leakage, war, automobile, umbrella,
flood, boiler, air conditioner and all-risk insurance.  The insurance
shall provide for payment for loss to Landlord or to the holder of a first
mortgage, deed of trust, or other comparable lien encumbering the Property, and
shall contain an express waiver of any right of subrogation by the insurance
company against Tenant.

     

    (b) (i)           Landlord
shall make payment of all insurance premiums ("Insurance Premiums"),
including, without limitation, the annualized insurance premiums for the
insurance policies maintained by Landlord for the Property under
Section 8.1(a).

     

    (ii)           Commencing
on the Lease Commencement Date and continuing throughout the remainder of the
Lease Term, Tenant shall pay to Landlord Tenant's Share of the Insurance
Premiums.  If any portion of the Insurance Premiums results from
(A) any alterations or improvements made to the Property by Tenant pursuant
to Section 7.5 (Alterations and Improvements), (B) Landlord's cure of
a Tenant default pursuant to Section 8.4 (Tenant's Insurance Policies), or
(C) any Increased Risk governed by Section 8.5 (Increased Risk),
Tenant shall pay as Additional Rent the entire amount of such Insurance Premium
within ten (10) days after Landlord's written demand therefor.

     

    8.2. Tenant's
Liability Insurance and Business Income Insurance.

     

    (a)           Commencing
on the Date of Delivery and continuing throughout the remainder of the Lease
Term, Tenant shall maintain a broad form policy of commercial general liability
insurance insuring Tenant and Landlord as additional insured against liability
arising out of the use, occupancy or maintenance of the Premises.  The
insurance shall be for not less than One Million Dollars ($1,000,000) combined
single limit personal injury and property damage.  The limits of the
insurance shall not limit the liability of Tenant.  The policy shall
contain cross-liability endorsements, shall extend to Tenant's Independent
Contractor's Liability, Products/Completed Operations Liability, and Contractual
Liability, and shall insure Tenant's performance of the indemnity obligations
provided in Sections 8.3(a), 8.7 (Indemnity by Tenant to Landlord) and 20
(Broker's Fee).  The policy shall expressly provide that Landlord's
interest thereunder is not subject to invalidation by reason of any act or
omission on the part of Tenant.

     

    (b)           Commencing
on the Date of Delivery and continuing throughout the remainder of the Lease
Term, Tenant shall maintain Business Income insurance for not less than twelve
(12) months.  The term "Business Income" means (a) net
income, net profit, or loss before income taxes that would have been earned or
incurred; and (b) continuing normal operating costs, including payroll,
incurred.

    


     

    8.3. Tenant's Personal Property
Insurance.

     

    (a) Tenant
assumes all risk of loss or damage to Tenant's Property (herein
defined).  Tenant assumes the risk that loss or damage to Tenant's
Property, to the Premises or to the Property may result in loss of income,
profits or good will to the business of Tenant or other persons interested in
Tenant's Property.  Tenant releases and holds Landlord harmless from
liability for these losses or damage, except arising out of Landlord's gross
negligence or willful misconduct.  For purposes of this Lease, "Tenant's Property" includes
all goods, equipment, inventory, merchandise, records and other personal
property, and all fixtures, improvements and betterments, placed in or about the
Premises, belonging to Tenant or any person connected with, or claiming under or
through Tenant.  Tenant agrees to defend (with counsel reasonably
acceptable to Landlord), indemnify, and save Landlord harmless from all losses,
claims and expenses, including reasonable attorneys' fees and costs, in
defending a claim arising out of loss or damage to Tenant's
Property.  For the purposes of this Section 8.3, Landlord means
Landlord, its employees and agents.

     

    (b) Commencing
on the Date of Delivery and continuing throughout the remainder of the Lease
Term, Tenant shall maintain insurance to the extent of not less than one hundred
percent (100%) of the full replacement cost of Tenant's Property, and any plate
glass enclosing or located within the Premises, all as appraised by Tenant's
insurer(s), with an agreed amount endorsement.  Such insurance shall
protect against the perils customarily included within the classification of
fire and extended coverage, and shall also protect against sprinkler leakage and
other sprinkler damage, vandalism and malicious mischief, and the risks assumed
by Tenant pursuant to Section 8.3(a).

     

    8.4. Tenant's
Insurance Policies.  All insurance carried by Tenant pursuant
to this Section 8 shall be with responsible carriers having a rating of A
and VIII, or better, in Best's
Insurance Reports, licensed in the State in which the Building is
located, and otherwise acceptable to Landlord.  Tenant shall promptly
deliver to Landlord a certified copy of each such policy.  No policy
shall be cancelable or subject to reduction of coverage or other material
modification, except after thirty (30) days' prior written notice to
Landlord.  Tenant shall, at least thirty (30) days prior to the
expiration of any policy, furnish Landlord with a renewal certificate for such
policy or a binder for a replacement policy; otherwise Landlord may obtain the
required insurance either separately or under an existing policy of Landlord,
and in either case, Tenant shall reimburse Landlord as Additional Rent for the
premium resulting from such cure within ten (10) days after Landlord's written
demand therefor.  All public liability and casualty policies of Tenant
shall be written as primary policies that do not contribute to and are not in
excess of coverage that Landlord may carry.  All public liability
policies shall contain a provision that Landlord shall nevertheless be entitled
to recover under the policies for any loss occasioned to it, its servants,
agents and employees by reason of the negligence of Tenant or any other named
insured.  Any insurance provided for may be effected by a policy or
policies of blanket insurance, covering additional items or locations; provided, however, that
(i) Landlord shall be named as an additional insured thereunder;
(ii) the coverage afforded Landlord will not be reduced or diminished by
reason of the use of such blanket policy; (iii) any such casualty policy
shall specify therein (or Tenant shall furnish Landlord with a written statement
from the insurer under such policy specifying) the amount of the total insurance
allocated to Tenant's property at the Premises (and any plate glass); and
(iv) the requirements set forth herein are otherwise
satisfied.  Any insurance policies herein required to be procured by
Tenant shall contain an express waiver of any right of subrogation by the
insurance company against Landlord, and all other tenants or occupants of space
in the Building and elsewhere on the Property.

     

    8.5. Increased
Risk.  Tenant shall not do anything or permit anything to be
done or any hazardous or unsafe condition to exist ("Increased Risk") that shall
invalidate or cause the cancellation of the insurance policies carried by either
Tenant or Landlord.  If Tenant creates or permits any Increased Risk
that causes an increase in the cost of Landlord's insurance policies, then
Tenant shall reimburse Landlord pursuant to Section 23 (Landlord's Right to
Cure) for additional premiums attributable to any act, omission or operation of
Tenant causing the increase in the premiums, including, but not limited to,
non-compliance with recommendations under Section 6.2 (Compliance with Laws
an Official Directives).  Payment of additional premiums shall not
excuse Tenant from terminating or removing the Increased Risk, unless Landlord
agrees in writing.  Absent such agreement, Tenant shall promptly
terminate or remove the Increased Risk.

     

    8.6. Waiver of
Subrogation on Property Policies.  Each party releases the
other party from any and all liability or responsibility (to the releasing party
or anyone claiming through or under the releasing party by way of subrogation or
otherwise) for loss or damage to property resulting from causes insured against,
even if such casualty has been caused by the fault or negligence of the other
party, or anyone for whom such party may be responsible.

     

    8.7. Indemnity
by Tenant to Landlord.  Tenant shall indemnify and hold
Landlord, its agents and employees harmless from and against any and all claims
arising from:  (a) Tenant's use of the Premises, (b) the
conduct of Tenant's business or anything else done or permitted by Tenant to be
done in or about the Premises or elsewhere on the Property, (c) any breach
or default in the performance of Tenant's obligations under this Lease, or
arising from any negligence of or willful misconduct by Tenant or its agents,
contractors or employees.  Tenant's indemnification and hold harmless
obligations shall extend to and include all costs and expenses, including
reasonable attorneys' fees, incurred by Landlord in the defense of any such
claim.  In case any action or proceeding is brought against Landlord
by reason of a claim, Tenant, upon notice from Landlord, shall defend the same
at Tenant's expense by counsel reasonably satisfactory to
Landlord.  Tenant's indemnification and hold harmless obligations
shall also extend to and include all costs and expenses incurred by Landlord
under item (b) of the second sentence of Section 6.1, including, but
not limited to, all costs and expenses incurred by Landlord in removing
architectural barriers from the Premises and/or any common areas of the Property
to comply, fully or partially, with the ADA, regardless of whether any judicial
or administrative finding has been made that such barrier removal is actually
required, or sufficient, for compliance with the ADA.  Tenant assumes
all risk of damage to property or injury to persons in or about the Premises
arising from any cause, and Tenant waives all such claims against Landlord,
except claims due to Landlord's gross negligence or willful
misconduct.  The rights of Landlord and the obligations of Tenant
under this Section 8.7 shall survive the expiration or early termination of
this Lease.

     

    9. Casualty
Damage.

     

    9.1. Repair, Termination and
Abatement.

     

    (a) Tenant
shall give Landlord immediate notice of any fire or other casualty damage to the
Premises.  If the Premises are damaged by fire or other casualty, but
not to the extent that Tenant is prevented from carrying on business in the
Premises, Landlord shall diligently repair such damage, subject to delays due to
Force Majeure, as provided in Section 15 (Force Majeure).  If
such damage renders a substantial portion of the Premises untenantable, the
Fixed Minimum Rent and Tenant's Share of the Property Costs shall be reduced
during the period of its untenantability in the same proportion as the area
rendered untenantable bears to the entire area leased hereunder, and such
reduction shall be apportioned from the date of the casualty to the date when
the Premises are rendered fully tenantable.  Notwithstanding the
foregoing, if such fire or other casualty damages or destroys any leasehold
improvements constituting Tenant's Property, Tenant shall cause the same to be
repaired at its sole cost and expense and Landlord shall have no liability for
the repair thereof.

     

    (b) Notwithstanding
the provisions of Section 9.1(a) hereof, if at least sixty-seven percent
(67%) of the leasable area of the Premises or of the Building is rendered
untenantable as a result of fire or other casualty, Landlord shall have the
option either to repair the damage or to terminate this Lease.  Such
option shall be exercised by Landlord by written notice to Tenant within sixty
(60) days after the casualty.  In the event of such termination, the
Fixed Minimum Rent and Tenant's Share of the Property Costs shall be adjusted as
of the date of the casualty.

     

    (c) Notwithstanding
the provisions of Section 9.1(a) hereof or any other provisions of this
Lease, if the holder of any indebtedness secured by a mortgage, deed of trust,
or comparable instrument encumbering the Premises requires that insurance
proceeds resulting from a fire or other casualty be applied to such indebtedness
rather than to the repair or restoration of the Property, then and in any such
event, Landlord shall have the right to terminate this Lease by delivering
notice of termination to Tenant within fifteen (15) days after such requirement
is made by such holder, whereupon all rights and remedies of Landlord and Tenant
under this Lease shall, except to the extent specifically provided otherwise in
this Lease, cease and terminate as of the date of such notice from Landlord to
Tenant.

     

    9.2. Negligence
of Tenant-Uninsured Loss.  An "Insured Loss" is damage caused
by an event that is required to be covered, or that Landlord has elected in the
exercise of its sole and absolute subjective discretion to have covered, by
insurance of the type described in
Section 8.1(a).  Notwithstanding the provisions of
Section 9.1 (Repair, Termination and Abatement), if there is casualty
damage to the Property that is not an Insured Loss and that is due to a
negligent or willful act of Tenant, Tenant shall repair the damage at its
expense and shall remain liable for the full Rent during repair.

     

    9.3. Tenant
Claims.  No compensation, claim, or diminution of Rent shall be
paid or allowed by Landlord, by reason of inconvenience, annoyance, or injury to
business, arising from the necessity of repairing any other portion of the
Building, however the necessity may occur.

     

    10. Real Property
Taxes.

     

    10.1. Payment
of Taxes.  Landlord shall pay all of the Real Property Taxes
pertaining to the Property.  Commencing on the Lease Commencement Date
and continuing through the remainder of the Lease Term, Tenant shall pay to
Landlord Tenant's Share of the Real Property Taxes, as provided in
Section 5.2 (Additional Rent).

     

    10.2. Definition
of "Real Property Tax".  For purposes of this Lease, "Real Property Tax" includes
any form of assessment, license fee, levy, penalty or tax (other than
inheritance or estate taxes), imposed by an authority with direct or indirect
power to tax any legal or equitable interest of Landlord in the real property of
which the Premises are a part, but shall not include any rent tax payable by
Tenant under Section 5.2(c), nor any corporate franchise or income
tax.

     

    10.3. Personal
Property Taxes.  Tenant shall pay, before delinquent, all taxes
assessed against trade fixtures, furnishings, equipment and all other personal
property of Tenant.  Tenant shall cause these items to be assessed and
billed separately from the Property.

     

    10.4. Real
Estate Tax Contests.  Landlord shall have no obligation to
contest, object to, or litigate the levying, assessment, or imposition of Real
Estate Taxes, and may settle, compromise, consent to, waive, or otherwise
determine any such Real Estate Taxes without consent of or notice to
Tenant.  In all events, Landlord shall have the right to employ a tax
consulting firm to attempt to assure a fair tax burden on the
Property.  Tenant shall pay to Landlord on demand from time to time,
as Additional Rent, Tenant's Share of Real Property Taxes of the cost of such
service.  Landlord shall have the right to retain legal counsel and
expert witnesses to assist in such contest and otherwise to incur expenses in
such contest, and Tenant shall pay on demand Tenant's Share of Real Property
Taxes of any fees, expenses, and costs incurred by Landlord in contesting any
assessments, levies, or tax rate applicable to the Property or portions thereof
regardless of whether such contest is successful.  If such contest
results in a refund of Real Estate Taxes in any year, Tenant shall be entitled
to receive its share of such refund (based on Tenant's Share of Real Property
Taxes), prorated for the period with respect to which Tenant paid its share of
Real Estate Taxes for such year, after deducting from the refund all fees,
expenses, and costs incurred by Landlord in such contest.

     

    11. Utilities
and Services.  Tenant shall pay directly to the appropriate
supplier, the cost of all gas, heat, light, electrical, telephone, refuse
disposal and other separately metered or billed utilities and services supplied
to the Premises, and any taxes on those bills.  Tenant shall pay, as
Additional Rent as provided in Section 5.2(a)(ii), a portion of the cost of
each utility or service (including, without limitation, water and sewer service)
supplied to the Premises that is also used by other occupants of the Property
and is not separately metered or billed (each such utility or service is herein
called a "Common Utility or
Service"), which portion may be calculated differently for each Common
Utility or Service and shall, in Landlord's reasonable discretion, be based
either on the type and extent of use or on the leasable area of each premises
served thereby.

     

    12. Assignment and
Subletting.

     

    12.1. Landlord's
Consent Required.  Subject to the provisions of Section 12.1.2
(Assignment in the Event of Merger or Acquisition), Tenant shall not voluntarily
or by operation of law assign, mortgage, or otherwise transfer or encumber all
or any part of Tenant's right, title, or interest in this Lease or sublet all or
any part of Tenant's right, title, and interest in the Premises, without
Landlord's prior written consent, which consent shall not be unreasonably
withheld or conditioned by Landlord.  For purposes of this paragraph,
any change in the stock or equity ownership of Tenant occurring after the date
of this Lease that has the effect, directly or indirectly, in one or more steps,
of creating a change in controlling interest or management of Tenant shall be
deemed to be an assignment of Tenant's interest under this
Lease.  Landlord may condition its consent to an assignment on
Tenant's delivering to Landlord a term life insurance policy in an amount
acceptable to Landlord on the life of any guarantor or other individual Landlord
deems necessary for Tenant to meet its obligations under this
Lease.  In determining whether to consent to a proposed sublease,
Landlord may consider any reasonable basis for approving or disapproving the
proposed subletting including, without limitation, the business practices of any
proposed subtenant and whether such practices are in conflict with the
investment policies of Landlord.

     

    12.1.1           Void Without
Consent.  Any attempted assignment, subletting, mortgage,
transfer or encumbrance without such consent shall be void as against Landlord,
and shall constitute an immediate Event of Default by Tenant under this
Lease.

     

    12.1.2           Assignment in the Event of
Merger or Acquisition.  If there is an entity into which or
with which Tenant is merged or consolidated, or to which substantially all of
Tenant's assets are transferred, or that controls, is controlled by, or is under
common control with Tenant, Tenant may assign this Lease (but not a part hereof)
to such new entity, so long as Tenant first furnishes the following information
to Landlord, and such information is acceptable to Landlord, in Landlord's
reasonable discretion:  (a) a notice describing the transaction
creating the new entity, (b) the name of the proposed new tenant, if Tenant is
not the surviving entity and a description of the proposed use of the Premises,
and (c) the financial information of the proposed new tenant demonstrating that
it is at least as financially sound as Tenant.  If Landlord approves
of such information and the assignment occurs, all of Tenant's options under
this Lease to renew or extend the Term or to lease additional space, and any
other option, right of first refusal, right of first negotiation, and similar
rights will, on the date of assignment, be assigned to the assignee, provided
the new tenant assumes all obligations as Tenant under this Lease and provides a
signed copy of such assumption (which assumption shall be in form and substance
reasonably acceptable to Landlord) to Landlord within ten (10) days after the
date of the assignment.

     

    12.2. No
Release of Tenant.  Regardless of Landlord's consent or the
need under Section 12.1 to obtain Landlord's consent, no assignment or
subletting shall alter the primary liability of Tenant to pay the Rent and to
perform all other obligations to be performed by Tenant under this
Lease.  Acceptance of Rent from any other person shall not be deemed a
waiver by Landlord of any provision of this Lease.  Consent to one
assignment or subletting shall not be deemed consent to any subsequent
assignment or subletting.

     

    12.3. Excess
Rent.  In the event of any assignment or sublease involving
Rent in excess of the Fixed Minimum Rent or Additional Rent required under this
Lease ("Excess Rent"),
Landlord shall participate in the Excess Rent.  Tenant shall promptly
forward to Landlord fifty percent (50%) of all such Excess Rent collected from
the assignee or subtenant and shall supply Landlord with true copies as executed
of all assignments and subleases.  At Landlord's request, Tenant shall
promptly provide Landlord with a detailed statement showing the total
consideration paid by the subtenant or assignee.  Landlord shall have
the right to inspect and audit Tenant's books and records to verify the accuracy
of the detailed statement.  Excess Rent shall be net of the following
out of pocket amounts:  (a) the amount of any reasonable broker's fees
or commissions paid to a broker as a result of such assignment or sublease,
which amount shall be amortized over the term of such sublease or the remaining
Lease Term in the event of an assignment; (b) reasonable counsel fees
incurred with respect to such assignment or sublease; and (c) the amount of
any leasehold improvement costs that Tenant is obligated to perform or reimburse
to such assignee or subtenant pursuant to the provisions of such assignment or
sublease, provided such amount shall be amortized over the term of such sublease
or the remaining Lease Term in the event of any assignment.

     

    12.4           ERISA.  Tenant
represents and warrants to Landlord that neither Tenant nor any guarantor of
Tenant's obligations under this Lease is (a) a party in interest, as defined in
Section 3(14) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), to
the AFL-CIO Building Investment Trust ("Trust"), or any of the plans
participating therein, a list of which plans is attached to this Lease as Exhibit
E, or (b) a disqualified person under Section 4975(e)(2) of the Internal
Revenue Code of 1986, as amended ("Code"), with respect to the
Trust or the plans participating therein.  Neither Tenant nor any
guarantor of Tenant's obligations under this Lease shall take any action that
would cause this Lease or the exercise by Landlord or the Trust of any rights
hereunder, to be a non-exempt prohibited transaction under
ERISA.  Notwithstanding any contrary provision of this Lease, Tenant
shall not assign this Lease or sublease all or any portion of the Premises
unless (i) such assignee or subtenant delivers to Landlord a certification (in
form and content satisfactory to Landlord) with respect to the status of such
assignee or subtenant (and any guarantor of such assignee's or subtenant's
obligations) as a party in interest and a disqualified person, as provided
above; and (ii) such assignee or subtenant undertakes not to take any action
that would cause this Lease or the exercise by Landlord or the Trust of any
rights hereunder, to constitute a non-exempt prohibited transaction under
ERISA.

    


    12.5           UBIT.  Notwithstanding
any contrary provision of this Lease, Tenant shall not (a) sublease all or
any portion of the Premises under a sublease in which the rent is based on the
net income or net profits of any person, or (b) take any other action with
respect to this Lease or the Premises such that the revenues to be received by
Landlord or the Trust from time to time in connection with this Lease would, as
a result of such action, be subject to the Unrelated Business Income Tax under
Sections 511 through 514 of the Code.

    


    12.6           Incorporation.  Tenant
agrees that it shall incorporate the requirements of Sections 12.4 (ERISA) and
12.5 (UBIT) in any sublease of the Premises.

    


    12.7           Non-Affiliation.  Tenant
represents and warrants to Landlord that neither Tenant nor its principals or
subsidiaries are affiliated with The PNC Financial Services Group,
Inc.

    


     

    13. Defaults;
Remedies.

     

    13.1. Events of
Default by Tenant.  Each of the following shall constitute an
"Event of Default" by
Tenant under this Lease:

     

    (a) if any
Fixed Minimum Rent or Additional Rent is not paid when due and such default
continues for a period of five (5) days after written notice from Landlord
(provided that no notice shall be required if notice of non-payment has been
delivered within the preceding 6 months); or

     

    (b) if the
provisions of Section 6.3 (Hazardous Materials) are not fully complied
with; or

     

    (c) if the
provisions of Section 12.1 (Landlord's Consent Required) are not fully
complied with; or

     

    (d) if the
obligations of Tenant to maintain insurance coverages under Section 8 are
not fully complied with; or

     

    (e) if Tenant
shall desert, vacate or abandon the Premises or any substantial portion thereof;
or

     

    (f) if Tenant
commits any default under the terms of this Lease other than a default described
in Section 13.1(a), (b), (c), (d) or (e), and such default continues for
thirty (30) days after written notice (except that if such default cannot be
completely cured within thirty (30) days, it shall not be an Event of Default if
Tenant gives Landlord written notice of Tenant's plan to effect the cure and
starts the cure within the thirty (30) day period, in good faith continually
proceeds with due diligence to cure such default, and completely cures such
default within one hundred twenty (120) days after the delivery of the default
notice); or

     

    (g) (i)           if
Tenant shall generally not pay its debts as they become due or shall admit in
writing its inability to pay its debts, or shall make a general assignment for
the benefit of creditors, or (ii) if Tenant shall commence any case,
proceeding or other action seeking reorganization, arrangement, adjustment,
liquidation, dissolution or composition of it or its debts under any law
relating to bankruptcy, insolvency, reorganization or relief of debtors, or
seeking appointment of a receiver, trustee, custodian or other similar official
for it or for all or any substantial part of its property, or (iii) if
Tenant shall take any corporate, partnership, or limited liability company
action to authorize any of the actions set forth in subsections (i) or (ii)
above, or (iv) if any case, proceeding or other action against Tenant shall
be commenced seeking to have an order for relief entered against it as debtor,
or seeking reorganization, arrangement, adjustment, liquidation, dissolution or
composition of it or its debts under any law relating to bankruptcy, insolvency,
reorganization or relief of debtors, or seeking appointment of a receiver,
trustee, custodian or other similar official for it or for all or any
substantial part of its property, and such case, proceeding or other action
(A) results in the entry of an order for relief against it that is not
fully stayed within seven (7) business days after the entry thereof, or
(B) remains undismissed for a period of forty-five (45) days, or
(v) if any execution, attachment or mechanics' lien against Tenant shall be
unsatisfied or unsecured by adequate corporate surety bond or cash security for
more than five (5) days; or

     

    (h) if this
Lease is guaranteed, any event of default shall occur under any such guaranty;
or

     

    (i) if Tenant
or any subsidiary or affiliate of Tenant shall lease other premises from
Landlord, any event of default shall occur under any such other
lease.

     

    13.2. Termination.  At
any time after the happening of an Event of Default, Landlord may terminate this
Lease by written notice to Tenant, without giving Tenant any further right to
cure the Event of Default.

     

    13.3. Repossession;
Re-letting.  After notice of an Event of Default, whether
before or after a termination as provided in Section 13.2 (Termination),
Landlord, without further notice and with no liability to Tenant, may repossess
the Premises, by summary proceedings, ejectment or otherwise, and may remove
Tenant and all other persons and all property from the
Premises.  After such repossession, Landlord shall have the right, but
not the obligation, to re-let the Premises, any part thereof, or the Premises
with additional premises, on account of Tenant (until Landlord makes demand for
final damages), in Tenant's or Landlord's name, without notice to Tenant, for a
term (which may be more or less than the period that would have been the balance
of the Lease Term) and on conditions (including concessions, periods of rent
free use, or alterations) and for purposes that Landlord determines, and
Landlord may receive the rents.  Landlord is not liable for failure to
collect any rent due upon any such reletting.

     

    13.4. Survival of Tenant's
Obligations; Damages.

     

    (a) No
provision in Section 13.2 (Termination) or 13.3 (Repossession; Re-letting)
shall relieve Tenant of its liabilities and obligations under this Lease, all of
which shall survive any termination, repossession and/or
reletting.  Landlord shall not be deemed to accept a surrender of
Tenant's lease or otherwise discharge Tenant because Landlord takes or accepts
possession of the Premises or exercises control over the Premises following an
Event of Default.  Acceptance of surrender and discharge may be done
only by an instrument executed on behalf of Landlord by its duly authorized
officer or employee.  To the fullest extent permitted under Oregon
law, Landlord may sue periodically for damages as they accrue without barring a
later action for further damages.

     

    (b) In the
event of termination or repossession following an Event of Default, Tenant shall
pay to Landlord all Fixed Minimum Rent and Additional Rent (including, but not
limited to, the attorneys' fees incurred by Landlord in the enforcement of its
rights with respect to such Event of Default) due through the earlier of the
date of termination or repossession.  With respect to that period of
time beginning on the day after the date of such termination or repossession and
continuing through the end of what would have been the Lease Term in the absence
of termination and regardless of whether the Premises or any part have been
re-let, Tenant is liable to Landlord for, and shall pay to Landlord, as
liquidated and agreed "Current
Damages" (but not as a penalty) for Tenant's default:

     

    (i) the Fixed
Minimum Rent and Additional Rent payable by Tenant or that would be payable if
this Lease had not terminated through the date of any reletting, plus all
Landlord's expenses in connection with any reletting, including, without
limitation, repossession costs, brokerage commissions, alteration costs,
expenses of preparation for such reletting, and reasonable attorneys' fees,
less

     

    (ii) the net
proceeds, if any, of any re-letting on account of Tenant pursuant to
Section 13.3 (Repossession; Re-letting).  If the Premises have
been relet with additional premises, any net proceeds of reletting shall be
prorated.

     

    Until any
reletting occurs, Tenant shall pay Current Damages to Landlord monthly on the
days on which the Fixed Minimum Rent and Additional Rent would have been payable
if the Lease were not terminated, and Landlord is entitled to recover the same
from Tenant each month.

     

    (c) If any
statute or rule of law governing a proceeding in which Final Damages are to be
proved validly limits the Final Damages to an amount less than that provided for
herein, Landlord is entitled to the maximum amount allowable under the statute
or rule of law.  The discount rate of interest shall be provided in
Section 24.10 (Interest on Past-Due Obligations).

     

    13.5. Landlord's
Lien.  Without limiting any statutory lien for rent in
Landlord's favor, if requested by Tenant or any lender or equipment lessor who
advances credit to Tenant (“Lender”), so long as Tenant is not in default under
this Lease, Landlord agrees to (a) provide such Lender access to the Premises to
repossess or conduct any public of private sale of all goods, wares, equipment,
fixtures, furniture, inventory, accounts, and other personal property
(“Collateral”) of Tenant to which Lender has been granted a security interest
for a period not to exceed 60 days following an Event of Default; provided that
the Lender pays to Landlord all Fixed Minimum Rent and Additional Rent for the
period during which Lender is allowed access to the Premises; and (b)
subordinate Landlord’s liens and rights to the liens and securities interests of
such Lender in and to the Collateral, goods, wares, equipment, fixtures,
furniture, inventory, accounts, contract rights, chattel paper and other
personal property owned by Tenant.  Any statutory lien in favor of
Landlord for rent is not hereby waived, but shall be subject to the foregoing
rights and consents granted to any Lender.

     

    14. Condemnation.

     

    14.1. Permanent
Condemnation.

     

    (a) If all or
any portion of the Premises is taken under the power of eminent domain, or sold
under the threat of the exercise of the power (both called "Condemnation"), this Lease
shall terminate as to the part taken as of the first date the condemning
authority takes either title or possession.  If more than twenty-five
percent (25%) of the leasable area of the Premises is taken or the balance of
the Premises is unfit for Tenant's use, Tenant has the option to terminate this
Lease as of the date the condemning authority takes possession.  The
option shall be exercised in writing as follows:

     

    (i) within
thirty (30) days after Landlord or the condemning authority has given Tenant
written notice of the taking; or

     

    (ii) absent
notice, within ten (10) days after the condemning authority has taken
possession.

     

    If Tenant
does not terminate, this Lease shall remain in full force and effect as to the
portion of the Premises remaining.  The Fixed Minimum Rent and
Tenant's Share of the Property Costs shall be reduced in the same proportion as
the area of the Premises taken bears to the entire area leased
hereunder.

     

    (b) Any award
for Condemnation is the sole property of Landlord, whether the award is made as
compensation for diminution in value of the leasehold or for the taking of the
fee, or as severance damages.  Tenant is entitled to any award for
damage to Tenant's trade fixtures and removable personal property and for moving
expenses.  If this Lease is not terminated, Landlord shall diligently
repair any damage to the Premises caused by such Condemnation, subject to delays
due to Force Majeure, as provided in Section 15.

     

    14.2. Temporary
Condemnation.  Upon Condemnation of all or any portion of the
Premises for temporary use, this Lease shall continue without change or
abatement in Tenant's obligations, as between Landlord and
Tenant.  Tenant is entitled to the award made for the
use.  If the Condemnation extends beyond the Lease Term, the award
shall be prorated between Landlord and Tenant as of the expiration date of the
Lease Term.  Tenant is responsible, at its sole cost and expense, for
performing any restoration work required to place the Premises in the condition
they were in prior to Condemnation, unless the release of the Premises occurs
after termination.  In such case, Tenant shall assign to Landlord any
claim Tenant may have against the condemning authority for the cost of
restoration, and if Tenant has received restoration funds, it shall give the
funds to Landlord within ten (10) days after demand.

     

    15. Force
Majeure.  If Landlord's performance of any obligation under any
provision in this Lease is delayed by an act or neglect of Tenant, act of God,
strike, labor dispute, unavailability of materials, boycott, governmental
restriction, riot, insurrection, war, terrorism, catastrophe, act of the public
enemy, or any other cause beyond Landlord's control, the period for the
beginning or completion of the obligation is extended for a period equal to the
delay.

     

    16. Subordination and
Attornment.

     

    (a) This
Lease shall be subject and subordinate at all times to the lien, operation, and
effect of any mortgages and/or deeds of trust now or hereafter placed upon the
Premises unless the mortgagee or holder of the deed of trust elects to have
Tenant's interest hereunder superior to the interest of the mortgagee or holder
of such deed of trust.  This subordination provision shall be
self-operative and no further instrument of subordination shall be
required.  Tenant agrees to execute any documents necessary,
subsequent to the execution of this Lease, which are required to effect such
subordination.  Further, Tenant hereby irrevocably constitutes and
appoints Landlord as Tenant's attorney-in-fact to execute any such instrument
for and on behalf of Tenant.

     

    (b) If
Landlord assigns this Lease or the Rents hereunder to a creditor as security for
a debt, Tenant shall, after notice of such assignment and upon demand by
Landlord or the assignee, pay all sums thereafter becoming due Landlord
hereunder to such assignee until further notice from such
assignee.  Upon receipt of such notice, Tenant shall have all policies
of insurance required hereunder endorsed so as to protect the assignee's
interest as it may appear and shall deliver such policies, or certificates
thereof, to the assignee.

     

    (c) If the
Premises are sold, including, without limitation, at any foreclosure sale or
sales, by virtue of any judicial proceedings, at market in the ordinary course,
or otherwise, this Lease shall continue in full force and effect and Tenant
agrees, upon request, to attorn to and acknowledge the purchaser at such sale as
Landlord hereunder; provided that such purchaser agrees not to disturb Tenant’s
occupancy and possession of the Premises.

     

    (d) Tenant
agrees that a copy of any notice of default from Tenant to Landlord shall also
be sent to the holder of any mortgage or deed of trust on the Premises, provided
Tenant has been given written notice of the fact that such mortgage or deed of
trust has been made, and Tenant shall allow such mortgagee or holder of the deed
of trust a reasonable time, not to exceed ninety (90) days from the receipt of
such notice, to cure, or cause to be cured, any such default.

     

    17. Estoppel
Certificate.

     

    (a) After not
less than fifteen (15) days prior written notice from Landlord, Tenant shall
deliver to Landlord a written statement in the form prescribed by Landlord
(i) certifying that this Lease is unmodified and in full force and effect
(or, if modified, stating the nature of the modification and certifying that
this Lease, as so modified, is in full force and effect) and the date to which
the Rent is paid in advance, if any, (ii) stating the amount of any
security deposit held by Landlord, (iii) acknowledging that there are not,
to Tenant's knowledge, any uncured defaults on the part of Landlord, or stating
any claimed defaults, and (iv) certifying to such other matters pertaining
to this Lease as Landlord reasonably requests.  The statement may be
relied upon by any prospective purchaser or lender of the Premises.

     

    (b) Tenant's
failure to deliver the statement within the 15 day period shall be conclusive
upon Tenant (i) that this Lease is in full force and effect, without
modification except as may be represented by Landlord, (ii) that any
security deposit is as represented by Landlord, (iii) that there are no
uncured defaults in Landlord's performance, and (iv) that not more than one
month's Rent has been paid in advance.

     

    (c) If
Landlord desires to sell or finance or refinance all or part of the Premises,
Tenant agrees to deliver to any proposed purchaser or lender named by Landlord
the past three (3) years' financial statements of Tenant (which shall be in
audited form, if available).  All financial statements shall be
received by Landlord in confidence and shall be used only for these
purposes.

     

    18. Authority
of Tenant.  If Tenant is a corporation, each individual
executing this Lease on behalf of the corporation represents and warrants that
he is duly authorized to execute and deliver this Lease on behalf of the
corporation, in accordance with a duly adopted resolution of the Board of
Directors of the corporation, or in accordance with the bylaws of the
corporation, and that this Lease is binding upon the corporation.  If
Tenant is a general partnership or a limited partnership, each individual
executing this Lease on behalf of the partnership represents and warrants that
he is a general partner of the partnership and that he is duly authorized to
execute and deliver this Lease on behalf of the partnership, in accordance with
the agreement of general partnership of the partnership, if a general
partnership, or the agreement and certificate of limited partnership of the
partnership, if a limited partnership, or in accordance with duly adopted
resolutions of the general partners of the partnership, and that this Lease is
binding upon the partnership.  If Tenant is a limited liability
company, each individual executing this Lease on behalf of the limited liability
company represents and warrants that he is duly authorized to execute and
deliver this Lease on behalf of the limited liability company, in accordance
with the articles of organization or operating agreements of the limited
liability company, or in accordance with duly adopted resolutions of the members
or managers of the limited liability company, and that this Lease is binding
upon the limited liability company.  Tenant shall furnish Landlord,
promptly upon demand by Landlord, a corporate resolution, proof of due
authorization by partners, or other appropriate documentation evidencing the due
authorization of Tenant to enter into this Lease and the authority of the
individual executing this Lease on behalf of Tenant to bind Tenant
hereunder.

     

    19. Notices.  All
notices required or permitted under this Lease shall be in writing and shall be
deemed duly given if sent by United States certified mail, return receipt
requested, postage prepaid, or by Federal Express or other nationally recognized
overnight courier that provides evidence of delivery, addressed to Landlord or
Tenant, respectively, at the addresses provided therefor in the Basic Lease
Information and with concurrent copies to any other persons noted
therein.  A notice shall be deemed given two (2) days after deposited,
as above provided, in the United States mail, or in all other events, when
actually received by the party to whom addressed, or such party's
agent.  Either party by notice as provided above may change the
address for its receipt of notices.  Landlord may by notice as
provided above change the address for payment of Rent.

     

    20. Broker's
Fee.  Landlord and Tenant represent and warrant to each other
that, except as listed in the Basic Lease Information, no broker, agent or
finder has been employed by it in connection with this Lease and no commissions
are payable to any person procuring or negotiating this Lease on its
behalf.  Tenant and Landlord each agree to indemnify, defend and save
harmless the other from (a) any claim for fees or commissions resulting
from the indemnifying party having dealt with any broker, agent or finder in
procuring or negotiating this Lease, and (b) all expenses (including
reasonable attorneys' fees) incurred in connection with any such
claim.  Landlord and Tenant acknowledge that the broker(s) in this
transaction are as listed in the Basic Lease Information and that each party
shall be obligated to pay the commission charged by its own broker, subject to
any commission sharing agreement which the brokers may have.  Tenant
represents it did not deal with any other broker, agent or finder purporting to
represent Landlord.

     

    21. Landlord's
Access.  Landlord and its agents have the right to enter the
Premises at reasonable times upon not less than 48 hours’ written notice (except
in the event of an emergency, in which case no notice will be required) for the
purpose of showing the Premises to prospective purchasers and lenders,
inspecting the Premises, the Building and the Property, and performing such
maintenance, repairs, replacements, alterations and improvements upon and to the
Premises, the Building and the Property as Landlord deems necessary or
desirable.  Landlord shall have the right to place a "For Rent" sign
on any portion of the Premises for twelve (12) months prior to the expiration of
this Lease and to place a "For Sale" sign thereon at any time.  During
such twelve (12) month period, Landlord may show the Premises and all parts
thereof to prospective tenants between the hours of 9:00 a.m. and 5:00 p.m. on
any day except Sunday or any legal holiday on which Tenant shall not be open for
business.

     

    22. Binding
Effect.

     

    (a) Subject
to the provisions of Section 12 (Assignment and Subletting) and
Section 22(b), this Lease shall benefit and bind the parties, and their
respective personal representatives, successors and assigns.  If more
than one person, firm, corporation, or other entity is named herein as Tenant,
the liability of all parties named herein as Tenant shall be joint and
several.

     

    (b) If
Landlord's interest under this Lease is transferred or assigned and written
notice thereof is given to Tenant, Landlord herein named (or any subsequent
assignee or transferee of Landlord's interest under this Lease who gives such
notice to Tenant) shall automatically be relieved and released from and after
the date of such transfer or conveyance from all liability
hereunder.  The liability of Landlord, its successors and assigns,
under this Lease shall at all times be limited solely to Landlord's right,
title, and interest in the Property and if the owner of Landlord's interest in
this Lease is at any time an individual, partnership, joint venture,
unincorporated association, or limited liability company, Tenant agrees that
such individual or the members or partners of such partnership, joint venture,
unincorporated association, or limited liability company shall not be personally
or individually liable or responsible for the performance of any of Landlord's
obligations hereunder.

     

    23. Landlord's
Right to Cure.  If Tenant fails to make any payment required
under this Lease or defaults in performing any other term of this Lease,
Landlord may, but shall not be obligated to (and without waiving the default),
make such payment or remedy other defaults for Tenant's account and at Tenant's
expense, immediately and without notice in case of emergency, otherwise on five
(5) days' written notice to Tenant.  The costs, with interest under
Section 24.10 (Interest on Past-Due Obligations), and with a charge
equaling fifteen percent (15%) of the cost (to cover Landlord's overhead and not
as a penalty), is due as Additional Rent with Tenant's next Fixed Minimum Rent
installment.

     

    24. Miscellaneous.

     

    24.1. Time of
Essence.  Time is of the essence under this Lease.

     

    24.2. Covenants
and Conditions.  Each provision of this Lease performable by
Tenant is both a covenant and a condition.

     

    24.3. Captions.  Section
and paragraph captions are for convenience only and shall not expand, limit or
otherwise affect the meaning of any provision hereof.

     

    24.4. Incorporation
of Prior Agreements, Amendments.  This Lease contains all
agreements of the parties with respect to any matter mentioned.  No
prior agreement or understanding is effective after the execution of this
Lease.  This Lease may be modified in writing only, signed by the
parties.  The Exhibits referenced in and attached to this Lease are
part of this Lease as fully as if placed in the body of this Lease.

     

    24.5. Cumulative
Remedies.  No remedy or election is exclusive but, wherever
possible, is cumulative with all other remedies or elections provided hereunder
and at law and in equity.

     

    24.6. Severability.

     

    (a) For the
purpose of any suit brought or based on this Lease, this Lease shall be
construed to be a divisible contract, to the end that successive actions may be
maintained thereon as successive periodic sums shall mature or be due
hereunder.  The failure to include in any suit or action any sum or
sums then matured or due shall not be a bar to the maintenance of any suit or
action for the recovery of such sum or sums so omitted; and Tenant agrees that
it will not in any suit or suits brought or arising under this Lease for a
matured sum for which judgment has not previously been obtained or entered,
plead, rely on or interpose the defenses of res adjudicata, former recovery,
extinguishment, merger, election of remedies or other similar defense as a bar
to such suit or suits.

     

    (b) If any
provision of this Lease is declared invalid by a court of competent
jurisdiction, the validity of the remainder of this Lease shall not be affected
thereby but shall remain in full force and effect.

     

    24.7. Merger.  The
voluntary or other surrender of this Lease by Tenant or a mutual cancellation of
this Lease shall work a merger, and at Landlord's option, shall terminate
existing subtenancies or operate as an assignment of subtenancies.

     

    24.8. Holding
Over.  This Lease shall terminate at the expiration of the
Lease Term, without the necessity of any notice by or to any of the parties
hereto.  If Tenant retains possession after the Lease Term expires,
without the written consent of Landlord, the occupancy shall be a tenancy from
month-to-month at a Fixed Minimum Rent in the amount of twice the last Fixed
Minimum Rent payable during the Lease Term, plus all Additional Rent payable
hereunder, and upon all other terms contained herein, except that any options
(e.g., renewal and expansion) and rights of first refusal contained in this
Lease are terminated in the event of a holdover tenancy.

     

    24.9. Waivers.  Waiver
by Landlord of any provision is not a waiver of any other provision or of any
subsequent breach by Tenant of the same or any other
provision.  Landlord's consent to or approval of any act shall not
make it unnecessary to obtain Landlord's consent or approval in the
future.  The receipt by Landlord of any rent or any sum of money or
any other consideration hereunder paid by Tenant after the termination, in any
manner, of the Lease Term, or after the giving by Landlord of any notice
hereunder to effect such termination, shall not reinstate, continue or extend
the Lease Term, or destroy, or in any manner impair, the efficacy of any such
notice of termination as may have been given hereunder by Landlord to Tenant
prior to the receipt of any such sum of money or other consideration, unless so
agreed to in writing and signed by Landlord.  Neither acceptance of
the keys nor any other act or thing done by Landlord or any agent or employee
during the Lease Term shall be deemed to be an acceptance of a surrender of the
Premises, excepting only an agreement in writing signed by Landlord accepting or
agreeing to accept such surrender.

     

    24.10. Interest
on Past-Due Obligations.  Any amount due to Landlord that is
not paid when due shall bear interest from the date due at the rate that is
equal to the lower of:  (a) the floating and fluctuating "prime
rate" of interest identified as such on a daily basis in the "Money Rates"
section of The Wall Street
Journal (and defined therein as the base rate on corporate loans posted
by at least 75% of the thirty largest U.S. banks) plus six percent (6%) per
annum; and (b) the highest rate of interest payable under
law.  If The Wall
Street Journal shall cease to publish such "prime rate," Landlord shall
have the right to substitute an alternative index set forth in a similar
publication.  The interest rate payable by Tenant pursuant to the
foregoing provisions of this paragraph shall increase or decrease automatically
and contemporaneously with every increase or decrease in such interest rate
index.  Payment of interest shall not cure any default by Tenant under
this Lease, except as expressly provided.

     

    24.11. Attorney's
Fees.  If either party brings an action regarding terms or
rights under this Lease, the prevailing party in any action, on trial or appeal,
is entitled to reasonable attorneys' fees as fixed by the court to be paid by
the losing party.  The term "attorney's fees" shall include, but is
not limited to, reasonable attorneys' fees incurred in any and all judicial,
bankruptcy, reorganization, administrative and other proceedings, including
appellate proceedings, whether the proceedings arise before or after entry of a
final judgment and all costs and disbursements in connection with the
matter.

     

    24.12. Recording.  Each
party agrees that it shall, upon the other party's written request, execute a
Memorandum of this Lease in a form suitable for recording under state
law.  The party requiring the recordation of such Memorandum of Lease
shall pay all costs of applicable state and local recordation and transfer taxes
thereon.

     

    24.13. Exterior of Premises —
Signs.

     

    (a) [Tenant will
provide details of requested signage] Tenant shall not place or permit
any sign, billboard, marquee, lights, awning, poles, placard, advertising matter
or other thing of any kind in or about the exterior of the Premises or the
Building, nor paint or make any change in, to or on the exterior of the Premises
to change the uniform architecture, paint, or appearance of the Building,
without in each such instance obtaining the prior written consent of Landlord,
which consent may be granted or withheld in Landlord's sole and absolute
subjective discretion.  In the event such consent is given, Tenant
agrees to pay any minor privilege or other tax arising as a result of any such
installation immediately when due.  Tenant shall obtain, at its
expense, all permits required for such installation.  Tenant further
agrees to maintain any sign, billboard, marquee, awning, decoration, placard, or
advertising matter or other thing of any kind as may be approved by Landlord in
good condition and repair at all times.

     

    (b) Tenant
shall not pile or place anything on the sidewalk, parking lot or other exterior
portion of the Premises, the Building or the Property, nor block the sidewalk,
parking lot or other exterior portion of the Premises, the Building or the
Property, nor do anything that directly or indirectly will interfere with any of
the rights of ingress or egress or of light from any other tenant, nor do
anything that will, in any way, change the uniform and general design of the
Property.  If this Lease covers all or substantially all of the entire
Building, Tenant agrees to keep all sidewalks, steps and porches free and clear
of ice, snow and debris.

     

    24.14. Security.  Tenant
acknowledges that the Rents reserved in this Lease do not include the cost of
security guards or other security measures, and that Landlord has no obligation
to provide such services.  Tenant assumes all responsibility for the
protection of Tenant, its agents, employees, invitees and property from acts of
third parties.

     

    24.15. Date of
Lease.  All references in this Lease to "the date hereof," "the
date of this Lease," or similar references shall be deemed to refer to the date
set forth at the top of the Basic Lease Information of this Lease and on its
cover page, in the places for the same therein provided.  This Lease
shall be effective as of the date of this Lease, as determined in accordance
with the preceding sentence, even if either or both of the parties to this Lease
shall execute or deliver it after such date.

     

    24.16. Easements
and Restrictive Covenants.  Landlord reserves the right to
grant and record any easements, cross-easements, rights, restrictive covenants,
conditions and dedications (encumbering or relating to the Premises or the
Property or any portion thereof) that it deems necessary or
desirable.  The grants shall not unreasonably interfere with Tenant's
use of the Premises.  Tenant agrees to promptly execute any documents
requested by Landlord to effect or confirm any such grant.  Tenant
hereby irrevocably constitutes and appoints Landlord as Tenant's
attorney-in-fact to execute any such document for and on behalf of
Tenant.

     

    24.17. Rules and
Regulations.  Tenant shall comply with the rules and
regulations attached hereto as Exhibit F
and with such additional rules and regulations respecting the Premises, the
Building and/or the Property as Landlord may reasonably adopt from time to
time.  Notice of all such additional rules and regulations shall be
posted in a conspicuous location on the Property or given to
Tenant.

     

    24.18. Legal
Review Costs.  Tenant shall bear the legal review costs
incurred by Landlord in connection with the following approvals, requests,
actions, certificates, agreements or documents, regardless of whether approved,
given, made, executed or delivered:  (a) any proposed assignment,
subletting, mortgage, transfer or encumbrance of this Lease; or (b) any
approval or consent sought by Tenant hereunder or in connection with this Lease,
including, without limitation, as the same may be embodied in any agreement,
certificate or other document that Landlord is requested to execute or to
provide to Tenant or any other party.  Nothing set forth in this
paragraph shall be construed so as to require Landlord to consider or grant any
such request or to execute and/or deliver any such certification or
documentation.

     

    24.19. Choice of
Law.  This Lease shall be governed by the internal laws of the
State in which the Building is located, regardless of conflicts of laws
principles.

     

    24.20. Intended
Provisions.  All of the exhibits attached hereto are an
integral part of this Lease.  Both parties acknowledge that they have
reviewed this Lease thoroughly and that at the time of execution, the provisions
of this Lease are commercially reasonable and show the intent of the
parties.

     

    24.21. Absence
of Option.  The submission of this Lease for examination does
not constitute a reservation of or an option for the Premises and this Lease
becomes effective only upon execution by Landlord and Tenant.

     

    24.22. Survival.  All
obligations of Tenant under this Lease that are not fully performed as of the
expiration or earlier termination of the Lease Term shall survive the expiration
or earlier termination of the Lease Term, including, without limitation, all
payment obligations with respect to Fixed Minimum Rent, Additional Rent, Taxes,
insurance and all obligations concerning the condition of the Premises and the
Property.

     

    24.23. Intentionally
Deleted.

     

    24.24. Lender's
Approval.  This Lease and the obligations of the parties
hereunder are subject to the written approval of Landlord's lender, and this
Lease is not binding upon either Landlord or Tenant unless Landlord receives
such written approval from Landlord's lender by that date that is sixty (60)
days after the date hereof.  Landlord will advise Tenant promptly upon
its receipt of approval or disapproval from Landlord's lender.

     

    24.25. Guaranty.  As
a material inducement to Landlord to enter into this Lease with Tenant, the
Guarantor designated as such on the Basic Lease Information has executed and
delivered to Landlord a Guaranty in the form attached as Exhibit G, and Landlord is relying upon
such inducement in making this Lease with Tenant.  Tenant shall notify
Landlord of any merger, dissolution or other event terminating the legal
existence of any corporation, partnership, limited liability company or other
entity that is such a Guarantor within ten (10) days after the occurrence of any
such merger, dissolution or other event.  The Guaranty will be
released, by written notice from Landlord to Tenant and Guarantor, upon
Landlord's receipt of the additional cash Security Deposit or a Letter of Credit
meeting the conditions set forth in Section 5.4(b) [Security
Deposit].

     

    24.26. Prohibited
Persons and Transactions.  Tenant represents and warrants to
Landlord that Tenant is currently in compliance with and shall at all times
during the Term (including any extension thereof) remain in compliance with the
regulations of the Office of Foreign Assets Control ("OFAC") of the U.S. Department
of Treasury (including those named on OFAC's Specially Designated Nationals and
Blocked Persons List) and any statute, executive order (including Executive
Order 13224, dated September 24, 2001 and entitled "Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support
Terrorism"), or other governmental action relating thereto.

     

    24.27. WAIVER OF JURY
TRIAL.  LANDLORD AND TENANT HEREBY WAIVE TRIAL BY JURY IN ANY
ACTION OR PROCEEDING TO WHICH THEY OR ANY OF THEM MAY BE A PARTY ARISING OUT OF
OR IN ANY WAY RELATED TO THIS LEASE.  IT IS UNDERSTOOD THAT THIS
WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES
TO SUCH ACTIONS OR PROCEEDINGS.  THIS WAIVER IS KNOWINGLY, WILLINGLY,
AND VOLUNTARILY MADE BY LANDLORD AND TENANT, AND EACH PARTY REPRESENTS THAT NO
REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE
THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS
EFFECT.  LANDLORD AND TENANT ACKNOWLEDGE AND AGREE THAT THIS PROVISION
IS A SPECIFIC AND MATERIAL ASPECT OF THIS LEASE.  LANDLORD AND TENANT
EACH REPRESENT THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE
REPRESENTED) IN THE SIGNING OF THIS LEASE AND IN THE MAKING OF THIS WAIVER BY
INDEPENDENT LEGAL COUNSEL, AND THAT IT HAS HAD AN OPPORTUNITY TO DISCUSS THIS
WAIVER WITH COUNSEL.

     

    


     

    (Lease
continues on following page)

     

    IN
WITNESS WHEREOF, Landlord and Tenant have hereunto set their hands and seals as
of the date of this Lease, as such date is set forth at the top of the Basic
Lease Information.

     

    
      	
               
      

            	
              LANDLORD:

            


    

    
      	
               
      

            	 


    

    
      	
               
      

            	
              BIT HOLDINGS FIFTY-SEVEN,
      INC., a

            


    

    
      	
               
      

            	
                Maryland
      corporation

            


    

    


    


    By:                                                                           

    Name:                                                                      

    Title:                                                                      

    


    Date:  April
27, 2010

    


    


    TENANT:

    


    
      	
               
      

            	
              CASCADE WIND CORP.,
      INC.,

            


    

    
      	
               
      

            	
              a
      Nevada corporation

            


    

    


    


    By:                                                                           

    Name:                                                                      

    Title:                                                                      

    


    Date:  April
27, 2010

    


    


    EXHIBITS:                      The
following Exhibits are attached to and made a part of this Lease.

    


    
      	
               
      

            	
              A.

            	
              Plan
      of the Premises

            


    

    
      	
               
      

            	
              B.

            	
              Description
      of the Property

            


    

    
      	
               
      

            	
              C.

            	
              Description
      of Landlord's Work

            


    

    
      	
               
      

            	
              D.

            	
              Renewal
      Term

            


    

    
      	
               
      

            	
              E.

            	
              Active
      Participants

            


    

    
      	
               
      

            	
              F.

            	
              Rules
      and Regulations

            


    

    
      	
               
      

            	
              G.

            	
              Guaranty
      Form

            


    

    


    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    DISTRICT
OF
COLUMBIA                                                      )
ss.

    


    


    On this _______ day of _______________,
2010, before me, the undersigned, a Notary Public in and for the District of
Columbia, duly commissioned and sworn personally appeared
______________________________________, known to me to be the
___________________ of BIT
HOLDINGS FIFTY-SEVEN, INC., the corporation that executed the foregoing
instrument, and acknowledged the said instrument to be the free and voluntary
act and deed of said corporation, for the purposes therein mentioned, and on
oath stated that he/she was authorized to execute said instrument.

    


    I certify that I know or have
satisfactory evidence that the person appearing before me and making this
acknowledgment is the person whose true signature appears on this
document.

    


    WITNESS my hand and official seal
hereto affixed the day and year in the certificate above written.

    


    


    Signature

    


    


    Print Name

    NOTARY PUBLIC in and for the District
of

    Columbia
residing
at                                                      .

    My commission
expires                                                      .

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    STATE OF
______________________                                                                )

    ) ss.

    COUNTY OF
________________                                                                           )

    


    


    On this _______ day of _______________,
2010, before me, the undersigned, a Notary Public in and for the State of
__________, duly commissioned and sworn personally appeared
______________________________________, known to me to be the
___________________ of CASCADE
WIND CORP., INC., the corporation that executed the foregoing instrument,
and acknowledged the said instrument to be the free and voluntary act and deed
of said corporation, for the purposes therein mentioned, and on oath stated that
he/she was authorized to execute said instrument.

    


    I certify that I know or have
satisfactory evidence that the person appearing before me and making this
acknowledgment is the person whose true signature appears on this
document.

    


    WITNESS my hand and official seal
hereto affixed the day and year in the certificate above written.

    


    


    Signature

    


    


    Print Name

    NOTARY PUBLIC in and for the State
of

    __________, residing
at                                                      .

    My commission
expires                                                      .


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT A - PLAN OF THE
PREMISES

    (See
following page)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    DESCRIPTION OF THE
PROPERTY

    


    


    Tract A:

    


    Lot 1,
WILSONVILLE BUSINESS CENTER, Country of Clackamas and State of
Oregon.

    


    ALSO
TOGETHER WITH Easements for the construction, operation and maintenance of all
utility lines, telephone lines and storm drain and sewer line within 10 feet of
the exterior property lines of Lot 2, Wilsonville Business Center, as provided
in the Declaration of Covenants and Restrictions for Wilsonville Business
Center, recorded February 21, 1990 as Fee No. 90-07662, in the City of
Wilsonville, County of Clackamas and State of Oregon.

    


    ALSO
TOGETHER WITH a non-exclusive easement appurtenant to Lot 1, Wilsonville
business Center for ingress and egress as provided in an Access Easement
Agreement recorded March 10, 1989 as Fee No. 89-10316, in the City of
Wilsonville, County of Clackamas and State of Oregon.

     

    ALSO
TOGETHER WITH utility easements provided in the plat of Wilsonville Business
Center, in the City of Wilsonville, County of Clackamas and State of
Oregon.

    


    ALSO,
TOGETHER WITH a non-exclusive easement for vehicular and pedestrian ingress and
egress and utilities appurtenant to Lot 1, WILSONVILLE BUSINESS CENTER, provided
for in the Reciprocal Easement Agreement recorded December 22, 1995 as File No. 95-079514,
in the City of Wilsonville, County of Clackamas and State of
Oregon.

    


    ALSO,
TOGETHER WITH a setback easement appurtenant to Lot 1, WILSONVILLE BUSINESS
CENTER, as created and described in the Setback Easement Agreement recorded
December 22, 1995 as File No. 95-079513
over a portion of Lot 2, WILSONVILLE BUSINESS CENTER, in the City of
Wilsonville, County of Clackamas and State of Oregon.

    


    Tract B:

    


    Lots 1,
2, 3 and 4, WILSONVILLE BUSINESS CENTER PHASE 2, in the City of Wilsonville,
County of Clackamas and State of Oregon.

    


    Tract C:

    


    Lots 1
and 2, WILSONVILLE BUSINESS CENTER PHASE 3, in the City of Wilsonville, County
of Clackamas and State of Oregon.

    


    TOGETHER
WITH easements for construction, operation and maintenance of all utility lines,
telephone lines and storm drain and sewer line within 10 feet of the exterior
property lines as provided in the Declaration of Covenants and Restrictions for
Wilsonville Business Center, recorded January 27, 1989 as Fee No. 89-04063 and
re-recorded February 21, 1990 as Fee No. 90-07662 and amended by a recording
June 26, 1995 as Fee No. 95-36749, in the City of Wilsonville, County of
Clackamas and State of Oregon.

    ALSO,
TOGETHER WITH a utility easement, as provided in the plat of Wilsonville
Business Center Phase 3, in the City of Wilsonville, County of Clackamas and
State of Oregon.

    


    ALSO,
TOGETHER WITH a non-exclusive easement for vehicular and pedestrian ingress and
egress appurtenant to Lots 1 and 2, WILSONVILLE BUSINESS CENTER PHASE 3, as
created and described in Reciprocal Access Easement Agreement recorded October
6, 1995 File No.
95-061651, in the City of Wilsonville, County of Clackamas and State of
Oregon.

    


    ALSO,
TOGETHER WITH a non-exclusive easement for underground utilities appurtenant to
Lot 2, WILSONVILLE BUSINESS CENTER PHASE 3, as created and described in
Reciprocal Utility Easements Agreement recorded October 6, 1995 as File No. 95-061652,
in the City of Wilsonville, County of Clackamas and State of
Oregon.

    


    ALSO,
TOGETHER WITH a no-build easement appurtenant to Lot 2, WILSONVILLE BUSINESS
CENTER PHASE 3, as created and described in the No-Build Easement Agreement
recorded October 6, 1995 as File No. 95-061653 in
the City of Wilsonville, County of Clackamas and State of Oregon.

    


    ALSO,
TOGETHER WITH an easement for sign and planter as created and described in the
Sign and Planter Easement recorded October 6, 1995 as File No. 95-061654,
and as reserved in a Statutory Quitclaim Deed recorded January 28, 1997 as Fee
No. 97-006488, in the City of Wilsonville, County of Clackamas and State of
Oregon.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

    


    DESCRIPTION OF LANDLORD'S
WORK

    


    


    1.           Construction of Improvements
by Landlord

    


    In
accordance with Section 3.1 of the Lease, Landlord shall complete the work
described in paragraph 3 below.

    


    2.           Space
Plan.  Landlord and Tenant have each approved Test Fit TFa.3
dated April 12, 2010, prepared by LRS Architects under its job number 207218 as
the space plan for the Premises (the "Space Plan").

    


    3.           Improvements.  Landlord
will improve the Premises in accordance with the agreed Space Plan ("Landlord's
Work").  Landlord will, at its sole cost, (a) demise Suite 3126
to separate it from adjoining Suite 3132; (b) demise Suite 3122 to separate it
from adjoining Suite 3116 (Keynotes 3 and 4 on the Space Plan); (c) segregate
utilities and HVAC systems as necessary; and (d) perform the deferred
maintenance items described in General Note 11 on the Space
Plan.  Landlord will pay up to $19,377.00 (the "Tenant's Allowance") of all
other Cost of Landlord’s Work, and Tenant shall pay any additional cost in
accordance with paragraph 5 below.  Any additional improvements will
be at the sole expense of the Tenant and subject to Landlord’s prior written
consent as set forth in Section 7.5 of the Lease.

    


    4.           Permits
Contingency.  All of the obligations of Landlord under this
Lease are expressly contingent upon Landlord's ability to obtain all building
and other permits that shall be required in connection with the making of
Landlord's Work.  If for any reason whatsoever other than the gross
negligence of Landlord, all such building and other permits cannot be obtained
by Landlord on or before that date that is thirty (30) days after the date of
this Lease, then and in such event, at Landlord's option, Landlord may terminate
this Lease by giving notice thereof to Tenant, whereupon Landlord shall return
the Security Deposit and any prepaid rent to Tenant, and thereupon neither
Landlord nor Tenant shall have any further rights, liabilities or obligations to
each other hereunder.  Tenant agrees to cooperate fully with Landlord
in connection with the completion by Landlord of Landlord's Work, the
preparation and finalization of the plans and specifications relating to
Landlord's Work, and the processing and obtaining of any and all building and
other permits required in connection with Landlord's Work.

    


    5.           Cost of Landlord's
Work

    


    (a) For
purposes of this Lease, "Cost
of Landlord's Work" means, collectively, the sum of the following, as
incurred by Landlord in connection with Landlord's Work:  (i) all
hard or direct costs of construction and/or installation; (ii) all hard or
direct costs of demolition; (iii) the costs of all labor, machinery,
equipment and supplies; (iv) the costs of all architectural, planning,
engineering or other consulting services; (v) the costs of all building
permits and other governmental approvals necessary in connection therewith; and
(vii) all other soft or indirect costs of construction and/or
installation.  For the purposes of this Exhibit C, the Cost of
Landlord's Work will not include demising the Premises to separate it from other
space within the Building.  Landlord shall demise the Premises at its
sole expense and not as a part of the Tenant's Allowance.

     

    (b)           If
the actual Cost of Landlord's Work is the amount of the Tenant Allowance or
less, then Landlord shall pay all of the Cost of Landlord's Work.  If
the actual Cost of Landlord's Work, in the aggregate, exceeds then Tenant
Allowance, then Landlord shall pay the Cost of Landlord's Work, and Tenant shall
reimburse Landlord, as Additional Rent, not later than ten (10) days after
Landlord’s written demand therefor, for that portion of the Cost of Landlord's
Work that exceeds the Tenant Allowance.  If the actual Cost of
Landlord's Work exceeds the Tenant Allowance, then the written demand made by
Landlord of Tenant for reimbursement will be accompanied by copies of invoices
or other evidence, in form reasonably satisfactory to Tenant, showing such costs
to have been actually incurred by Landlord.  At the sole option of
Landlord, upon the demand of Landlord made at any time during or prior to the
construction of Landlord's Work, Tenant shall deposit with Landlord that sum of
money which, in the reasonable opinion of Landlord, is equal to the amount of
money by which Landlord estimates the actual Cost of Landlord's Work will exceed
the Tenant Allowance.  If Tenant deposits with Landlord any monies in
accordance with this paragraph 5(b), Landlord shall apply all such monies to
costs actually incurred by Landlord as part of the Cost of Landlord's
Work.  If the actual Cost of Landlord's Work exceeds the Tenant
Allowance plus
the aggregate amount of any monies deposited by Tenant with Landlord pursuant to
this paragraph 5(b), then Tenant shall reimburse Landlord not later than ten
(10) days after Landlord’s demand for reimbursement.

    


    (c)           Landlord
will use commercially reasonable efforts to notify Tenant of costs that Landlord
estimates will exceed Tenant's Allowance.  Tenant may give Landlord a
written request for changes to the Space Plan to reduce the Cost of Landlord's
Work.  Landlord will consider such request for changes in good faith,
but Landlord will be under no obligation to make such changes.  If
Landlord agrees to make such changes, Tenant will be responsible for any
increase in costs and any delays resulting from such changes.

    


    6.           Tenant's Agent for
Approval

    


    Tenant
hereby designates Clayton Wood ("Tenant's Agent") as having
sole authority with regard to Landlord's Work to approve plans and
specifications, to accept cost estimates, and authorize changes or additions to
Landlord's Work during construction.  Landlord shall not be authorized
to accept changes or additions from any other employee of Tenant except Tenant's
Agent.  Neither Tenant nor Tenant's Agent shall be deemed by
Landlord's contractors as authorized to direct Landlord's contractors in the
performance of Landlord's Work.

    


    7.           Landlord's Property at End
of Term

    


    Excluding
Tenant's trade fixtures, all improvements made to the Premises (whether
temporary or permanent in character, and including, but not limited to, all HVAC
equipment and all other equipment that is in any manner connected to the
Building's plumbing system) made in or upon the Premises, either by Landlord or
Tenant, shall become Landlord's property at the end of the Lease, and shall
remain on the Premises, without compensation to Tenant.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C-1

    


    SPACE
PLAN

    (See
following page)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
D

    


    OPTION TO
RENEW

    


    1. Provided,
with respect to the Renewal Term (defined below), that no uncured Event of
Default (or any Tenant default that, upon the giving of notice or the passage of
time, or both, may constitute an Event of Default) exists either (i) on the date
Tenant notifies Landlord of Tenant's election to renew this Lease, or (ii) on
the date of commencement of the Renewal Term, Tenant shall have the option to
renew this Lease for one (1) renewal term of three (3) years (the "Renewal
Term").  Tenant shall notify Landlord in writing of Tenant's
election to renew not more than twelve (12) months and not less than six (6)
months prior to the expiration of the Original Term.  The Renewal Term
shall begin contemporaneously with the expiration of the Original
Term.

     

    2. The
Renewal Term shall be subject to all of the provisions of this Lease, except
that:

     

    (a) Tenant
shall have no further right to renew this Lease beyond the Renewal
Term;

     

    (b) Landlord
shall have no obligation to perform any alterations or improvements of any kind
whatsoever with respect to the Renewal Term (including, without limitation, any
alterations or improvements with respect to the Premises in the nature of or
similar to Landlord's Work); and

     

    (c) during
the Renewal Term, the Fixed Minimum Rent shall be that amount, paid on an annual
basis, equal to the product of the number of square feet of the Premises and the
Fair Market Rate (defined below) for the Premises during the Renewal Term;
provided, however, that in no event will be Fixed Minimum Rent during the
Renewal Term be less than $7,517.96 per month.  The Fixed Minimum Rent
during the Renewal Term will increase by an amount equal to 3% on each
anniversary of the Commencement Date of the Renewal Term.

     

    3. For
purposes hereof, "Fair Market
Rate" means that rate, expressed on a per square foot per annum basis,
that is equal to the fair market value of the Fixed Minimum Rent (as such term
is defined and used in this Lease) during the Renewal Term for industrial space:
(i) equivalent in size to the Premises; (ii) leased for a term
equivalent to the Renewal Term (with escalation factors, per market) and
otherwise on terms and conditions identical to the terms and conditions of this
Lease (including, without limitation, the terms and conditions of this Exhibit D and
the other terms and conditions of this Lease governing payment by Tenant to
Landlord of Rent); and (iii) located in a building in the Wilsonville, Oregon
area equivalent in quality to the Building.

     

    4. The
determination of the Fair Market Rate for the Renewal Term will be made and will
be binding on Landlord and Tenant either (i) by the mutual agreement of Landlord
and Tenant made within thirty (30) days after the date on which Tenant gives
notice to Landlord of Tenant's exercise of its rights with respect to the
Renewal Term (the "Tenant
Notice Date"), or (ii) if not made pursuant to the foregoing clause (i),
then by arbitration in accordance with the terms of the following paragraphs.
The last day of such thirty (30) day period (or any extended period agreed by
Landlord and Tenant in writing) is referred to in this Lease as the "Arbitration Commencement
Date".

     

    (a)  Within
fifteen (15) days after the Arbitration Commencement Date, each party shall
provide the other party with written notice (a "Rent Notice") of its
determination of the Fair Market Rate. The matter will then be submitted to an
arbitrator.  The arbitrator must be a licensed commercial real estate
broker who has been active over the five (5) year period ending on the
Arbitration Commencement Date in the leasing of industrial properties in the
Wilsonville, Oregon area.  If Landlord and Tenant are unable to agree
on the arbitrator within fifteen (15) days after the Arbitration Commencement
Date, each shall select a broker who is qualified under the criteria set forth
above, and so notify the other party in writing within twenty (20) days after
the end of the fifteen (15) day period.  The two brokers chosen by the
parties shall then appoint the arbitrator within ten (10) days after the date of
the last appointment of a broker.  If the two brokers chosen by the
parties are unable to agree on the arbitrator within the ten (10) day period,
the arbitrator will be appointed by the director (or the equivalent) of the
Seattle Regional Office of the American Arbitration Association upon the
application of either party.  If either party fails to timely select
its broker and notify the other party of its selection in writing within the
required twenty (20) day period, and the other party timely selects its broker,
then the broker selected by the other party will be the arbitrator for the
purpose of determining Fair Market Rate.

     

    (b)  The
arbitrator shall determine the Fair Market Rate by selecting either the Fair
Market Rate stated in Landlord's Rent Notice or the Fair Market Rate stated in
Tenant's Rent Notice.  The arbitrator will have the authority only to
determine whether the Fair Market Rate specified in Landlord's Rent Notice or
Tenant's Rent Notice is closest to the actual Fair Market Rate as determined by
the arbitrator.  The arbitrator will have no power to average such
amounts or to designate a Fair Market Rate other than that specified in either
Landlord's Rent Notice or Tenant's Rent Notice.

     

    (c)  Both
parties may submit any information to the arbitrator for her or his
consideration, with copies to the other party.  The arbitrator may
consult experts and competent authorities for factual information or evidence
pertaining to the determination of the Fair Market Rate.  The
arbitrator shall render her or his decision by written notice to each party
within thirty (30) days after the arbitrator is selected.  The
determination of the arbitrator will be final and binding upon Landlord and
Tenant.  The cost of the arbitration (including the charges of the
broker selected by the other party) will be paid by Landlord if the Fair Market
Rate determined by arbitration is the Fair Market Rate specified in Tenant's
Rent Notice, and by Tenant if the Fair Market Rate determined by arbitration is
the Fair Market Rate specified in Landlord's Rent Notice.

     

    5.           
The renewal rights extended to Tenant by Landlord under this Exhibit D are
exclusively granted by Landlord to the originally named Tenant under this Lease,
Cascade Wind Corp., Inc., and will not inure to the benefit of, or be
exercisable by, any assignee of the originally named Tenant under this Lease or
any other party.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
E

     

    ACTIVE
PARTICIPANTS

     

    (See
following pages)

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
F

     

    RULES AND
REGULATIONS

     

    1. Tenant
shall not obstruct, in any way, the sidewalks or parking areas in the front,
side, or rear of the Building, nor do anything directly or indirectly that will
limit any of the ingress or egress of any other tenant or of
Landlord.

     

    2. Tenant
shall not attach awnings, antennas, pipes, wiring or other projections to the
roof or outside walls of the Building.  No curtains, blinds, shades,
or screens shall be attached to, or hung in, or used in connection with any
window or door of the Premises.

     

    3. Tenant
shall deliver all its requests for services to be performed by Landlord to the
management agent designated by Landlord.  Employees of Landlord shall
not perform any work for Tenant or do anything outside of their regular duties,
unless under special instructions from Landlord.

     

    4. Dumpsters
or other trash containers shall not be allowed on the outside of the Building
without the prior written consent of Landlord.  If such consent is
given by Landlord, the type, size and location of such containers shall be only
as approved by Landlord and shall be maintained by Tenant in a clean sanitary
manner, and in good repair at all times.

     

    5. Tenant
shall not burn any trash or garbage of any kind in or about the
Premises.

     

    6. Tenant
shall comply with the National Fire Code, which prohibits smoking in warehouse
areas with combustible products and shall install, at its expense, "No Smoking"
signs in those areas of the Premises.  Tenant shall also install fire
extinguishers throughout the Premises as required and shall inspect such
extinguishers at least once a year and refill and maintain such extinguishers as
often as necessary.  Any fire extinguishers supplied by Landlord shall
be inspected and maintained by Tenant in like manner.

     

    7. A
reasonable number of keys to the locks in the Premises shall be furnished by
Landlord to Tenant, at the cost of Tenant, and Tenant shall not have any
duplicate keys made.  All such keys shall be returned to Landlord at
the termination of the tenancy, and, in the event of the loss of any key(s) so
furnished, Tenant shall pay Landlord the cost of each key lost or the cost of
replacing all the locks operated by the lost key(s), at Landlord's sole and
absolute subjective discretion.

     

    8. Tenant
shall not change any lock on any door in the Building or place any additional
lock on any such door.  At Tenant's request and expense, locks may be
changed by Landlord.

     

    9. All
chairs in carpeted areas shall have carpet casters, carpet shields, or other
similar protective devices.

     

    10. Tenant
may not mark, paint, drill into, or in any way deface, or string wires through,
any part of the exterior of the Building.  Subject to the provisions
of the Lease dealing with alterations and improvements by Tenant, Tenant shall
be allowed to make attachments to the interior walls of the Premises, provided
any damage thereby caused to the walls is corrected by Tenant at the termination
of the Lease.

     

    11. Tenant
shall not use any HVAC system other than that existing in the Premises at the
commencement of the Lease Term.

     

    12. No
animals shall be kept in or about the Building.

     

    13. Tenant
shall not make or permit any improper, objectionable or unpleasant noise or odor
in the Building or otherwise interfere in any way with other tenants or persons
having business with them.

     

    14. No
portion of the Premises shall at any time be used or occupied as sleeping or
lodging quarters.

     

    15. Tenant
shall not use the name of the Building for any purpose other than as a business
address of Tenant, and shall not use any picture or likeness of the Building in
any circular, notice, advertisement or correspondence.

     

    16. Landlord
may change the name or address of the Building, and may install and maintain any
permanent or temporary sign or signs on the exterior of the
Building.

     

    17. Water
closets and other plumbing fixtures shall be used only for the purposes for
which designed, and no sweepings, rubbish, rags or other unsuitable material
shall be thrown or placed therein.  All damage resulting from the
misuse of any such fixture by a tenant or such tenant's agents, employees,
customers or invitees shall be paid for by such tenant, and Landlord shall not
in any case be responsible therefor.

     

    18. Any
permission given by Landlord pursuant to the provisions of these Rules and
Regulations shall not serve to impose any type of liability on Landlord for any
personal injury or death or damage to or loss of property.

     

    19. The
restrictions contained in these Rules and Regulations apply whether Tenant acts
or fails to act, directly or indirectly, and apply to Tenant's agents,
employees, customers and invitees.

     

    20. All costs
payable by Tenant under these rules and regulations shall be paid promptly upon
demand as Additional Rent.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
G

     

    GUARANTY

     

    ANNEXED TO AND FORMING A PART OF THE
LEASE (the "Lease") dated April ___, 2010
between BIT HOLDINGS
FIFTY-SEVEN, INC., a Maryland corporation ("Landlord"), and CASCADE WIND CORP., INC., a
Nevada corporation ("Tenant").

     

    The
undersigned, Core Fund,
L.P., a Delaware limited partnership, the address of which is as set
forth below, in consideration of the leasing of the "Premises" described in the
Lease to Tenant, hereby covenants and agrees:

     

    1. That if
Tenant shall default at any time in the performance of any of the covenants and
obligations of the Lease on Tenant's part to be performed, after the expiration
of any applicable notice and cure periods then Guarantor shall on demand well
and truly perform the covenants and obligations of the Lease on Tenant's part to
be performed and will on demand pay to Landlord any and all sums due to Landlord
by Tenant and all damages and expenses that may arise in consequence of Tenant's
default, including, without limitation, reasonable attorneys' fees, and
Guarantor hereby waives all requirements of notice of the acceptance of this
Guaranty and all requirements of notice of breach of nonperformance by Tenant;
provided, however, notwithstanding anything in this Guaranty, the Lease or
otherwise to the contrary, Guarantor’s maximum liability under this Guaranty or
otherwise related to the Lease or any breach or default thereof by Tenant shall
be limited to the unamortized balance of Landlord’s Lease Costs (calculated as
provided in Section 5.4 of the Lease).

     

    2. That
Guarantor may, at Landlord's option, be joined in any action or proceeding
commenced by Landlord against Tenant in connection with and based upon any
covenants and obligations in the Lease, and that Guarantor waives any demand by
Landlord and/or prior action by Landlord of any nature whatsoever against
Tenant.

     

    3. That this
Guaranty shall remain and continue in full force and effect as to any renewal,
extension, modification or amendment of the Lease and as to any assignee of
Tenant's interest in the Lease, and that Guarantor waives notice of any and all
such renewals, extensions, modifications, amendments or
assignments.

     

    4. That
Guarantor's obligations hereunder shall remain fully binding although Landlord
may have waived one or more defaults by Tenant, extended the time of performance
by Tenant, or released, returned or misapplied other collateral given as
additional security (including other guaranties).

     

    5. That this
Guaranty shall remain in full force and effect notwithstanding the institution
by or against Tenant of bankruptcy, reorganization, readjustment, receivership
or insolvency proceedings of any nature, or the disaffirmance of the Lease in
any such proceedings or otherwise.

     

    6. Guarantor
does hereby expressly waive any claim, right or remedy that Guarantor may now
have or hereafter acquire against Tenant that arises hereunder and/or from the
performance by Guarantor hereunder including, without limitation, any claim,
remedy or right of subrogation, reimbursement, exoneration, contribution,
indemnification, or participation in any claim, right or remedy of Landlord
against Tenant or any security that Landlord now has or hereafter acquires,
regardless of whether such claim, right or remedy arises in equity, under
contract, by statute, under common law or otherwise.

     

    7. That each
individual executing this Guaranty on behalf of Guarantor represents and
warrants that he is a general partner of Guarantor and that he is duly
authorized to execute and deliver this Guaranty on behalf of Guarantor, in
accordance with the agreement and certificate of limited partnership of
Guarantor, and that this Guaranty is binding upon Guarantor. Guarantor agrees to
furnish to Landlord, promptly upon demand by Landlord, a corporate resolution,
proof of due authorization by partners, or other appropriate documentation
evidencing the due authorization of Guarantor to enter into this
Guaranty.

     

    8. That each
individual executing this Guaranty on behalf on Guarantor represents and
warrants that Guarantor's managed funds may be pledged by Guarantor as
collateral for the purposes of this Guaranty and will be available to satisfy
any judgment against Guarantor under this Guaranty.

     

    9. That if
Landlord brings an action regarding the terms of this Guaranty or Landlord's
rights thereunder, Landlord, if prevailing in such action, on trial or appeal,
shall be entitled to reasonable attorneys' fees as fixed by the court to be paid
by Guarantor.  The term "attorneys' fees" shall include, but is not
limited to, reasonable attorneys' fees incurred in any and all judicial,
bankruptcy, reorganization, administrative and other proceedings, including
appellate proceedings, whether the proceedings arise before or after entry of a
final judgment and all costs and disbursements in connection with the
matter.

     

    10. Any
merger, dissolution or other event terminating the legal existence of Guarantor
shall be an event of default under this Guaranty.

     

    11. That this
Guaranty shall be governed by and construed in accordance with the internal laws
of the State in which the Building is located, and that Guarantor hereby agrees
that jurisdiction and venue shall be proper in such State.

     

    12. That
Tenant is a wholly owned subsidiary of Guarantor and that Guarantor has a direct
financial interest in the business operations of Tenant.

     

    13. That this
Guaranty shall be binding upon the successors and assigns of Guarantor and shall
inure to the benefit of Landlord and its successors and assigns.

     

    14. Guarantor
represents and warrants to Landlord that Guarantor is currently in compliance
with and shall at all times during the Term (including any extension thereof)
remain in compliance with the regulations of the Office of Foreign Assets
Control ("OFAC") of the
U.S. Department of Treasury (including those named on OFAC's Specially
Designated Nationals and Blocked Persons List) and any statute, executive order
(including Executive Order 13224, dated September 24, 2001 and entitled
"Blocking Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit, or Support Terrorism"), or other governmental action
relating thereto.

     

    15. THAT
GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM
BROUGHT BY LANDLORD AGAINST GUARANTOR ON ANY MATTER WHATSOEVER ARISING OUT OF OR
IN ANY WAY CONNECTED WITH THIS GUARANTY, THE RELATIONSHIP OF LANDLORD AND
GUARANTOR, THE LEASE AND/OR ANY CLAIM OR DAMAGE RELATED THERETO.

     

    This
Guaranty will be released, by written notice from Landlord to Tenant and
Guarantor, upon Landlord's receipt of an additional cash Security Deposit or a
Letter of Credit meeting the conditions set forth in Section 5.4 of the
Lease.

     

    IN
WITNESS WHEREOF, Guarantor has executed and delivered this Guaranty under seal
as of the date first set forth above.

     

    
      	
               
      

            	
              CORE FUND, L.P., a
      Delaware limited

            


    

    
      	
               
      

            	
              Partnership

            


    

    


    


    By:                                                                           

    


    


    


    


    


    Address
of Guarantor: