EXHIBIT
        10.2

       

      LEASE

      


      By
        and
        between

      


      AMERICAN
        INTEGRATED BIOLOGICS, INC.,
        as
        Landlord

      


      And

      


      ARBIOS
        TECHNOLOGIES, INC.,
        as
        Tenant

      


      


      Dated:
        April 1, 2005

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      INDEX

      


      
        
          	
                  ARTICLE
                    1

                	
                  BASIC
                    LEASE PROVISIONS

                
	 	 
	
                  Section
                    1.01

                	
                  Introduction

                
	
                  Section
                    1.02

                	
                  Basic
                    Data and Definitions

                
	
                  Section
                    1.03

                	
                  Exhibits

                
	 	 
	
                  ARTICLE
                    2

                	
                  PREMISES,
                    APPURTENANT RIGHTS, TERM AND RENT

                
	 	 
	
                  Section
                    2.01

                	
                  Demise
                    of Premises

                
	
                  Section
                    2.02

                	
                  Acceptance
                    of Premises

                
	
                  Section
                    2.03

                	
                  Permits

                
	
                  Section
                    2.04

                	
                  Appurtenant
                    Rights

                
	
                  Section
                    2.05

                	
                  Term

                
	
                  Section
                    2.06

                	
                  Extension
                    Right

                
	 	 
	
                  ARTICLE
                    3

                	
                  CONSTRUCTION
                    OF THE PREMISES; LEASE COMMENCEMENT DATE 

                
	 	 
	
                  Section
                    3.01

                	
                  Landlord’s
                    Work

                
	
                  Section
                    3.02

                	
                  Condition
                    of Premises

                
	
                  Section
                    3.03

                	
                  Tenant’s
                    Work

                
	 	 
	
                  ARTICLE
                    4

                	
                  RENT

                
	 	 
	
                  Section
                    4.01

                	
                  Base
                    Rent

                
	
                  Section
                    4.02

                	
                  Common
                    Areas Operation and Cost

                
	
                  Section
                    4.03

                	
                  Real
                    Estate Taxes

                
	
                  Section
                    4.04

                	
                  Due
                    Date of Additional Payments

                
	
                  Section
                    4.05

                	
                  Taxes
                    on Tenant’s Equipment

                
	 	 
	
                  ARTICLE
                    5

                	
                  USE
                    OF PREMISES

                
	 	 
	
                  Section
                    5.01

                	
                  Permitted
                    Uses

                
	 	 
	
                  ARTICLE
                    6

                	
                  MAINTENANCE,
                    REPAIR AND ALTERATIONS

                
	 	 
	
                  Section
                    6.01

                	
                  Maintenance
                    and Repair

                
	
                  Section
                    6.02

                	
                  Alterations
                    by Tenant

                
	 	 
	
                  ARTICLE
                    7

                	
                  ASSIGNMENT
                    AND SUBLETTING

                
	 	 
	
                  Section
                    7.01

                	
                  Assignment
                    and Subletting

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            	 	 
	
                    ARTICLE
                      8

                  	
                    INDEMNITY
                      AND INSURANCE

                  
	 	 
	
                    Section
                      8.01

                  	
                    Landlord’s
                      Indemnity

                  
	
                    Section
                      8.02

                  	
                    Tenant’s
                      Indemnity

                  
	
                    Section
                      8.03

                  	
                    Environmental
                      Indemnity

                  
	
                    Section
                      8.04

                  	
                    Landlord’s
                      Insurance

                  
	
                    Section
                      8.05

                  	
                    Tenant’s
                      Insurance

                  
	
                    Section
                      8.06

                  	
                    Waiver
                      of Subrogation

                  
	
                    Section
                      8.07

                  	
                    Tenant’s
                      Equipment and other Personal Property at Tenant’s Risk;
                      Insurance

                  
	 	 
	
                    ARTICLE
                      9

                  	
                    UTILITY
                      SERVICES AND UTILITIES

                  
	 	 
	
                    Section
                      9.01

                  	
                    Services
                      and Utilities to be Furnished by Landlord

                  
	
                    Section
                      9.02

                  	
                    Interruption
                      and Delays

                  
	 	 
	
                    ARTICLE
                      10

                  	
                    LANDLORD’S
                      ACCESS TO PREMISES

                  
	 	 
	
                    Section
                      10.01

                  	
                    Right
                      of Entry

                  
	 	 
	
                    ARTICLE
                      11

                  	
                    CASUALTY
                      AND EMINENT DOMAIN

                  
	 	 
	
                    Section
                      11.01

                  	
                    Casualty
                      and Eminent Domain

                  
	
                    Section
                      11.02

                  	
                    Award

                  
	 	 
	
                    ARTICLE
                      12

                  	
                    DEFAULT

                  
	 	 
	
                    Section
                      12.01

                  	
                    Default

                  
	 	 
	
                    ARTICLE
                      13

                  	
                    SUBORDINATION
                      AND ATTORNMENT

                  
	 	 
	
                    Section
                      13.01

                  	
                    Subordination
                      and Attornment

                  
	 	 
	
                    ARTICLE
                      14

                  	
                    TENANT’S
                      COVENANTS

                  
	 	 
	
                    Section
                      14.01

                  	
                    Tenant’s
                      Covenants during the Term and such further time as Tenant occupies
                      any
                      part of the Premises

                  
	 	 
	
                    ARTICLE
                      15

                  	
                    MISCELLANEOUS

                  
	 	 
	
                    Section
                      15.01

                  	
                    Hazardous
                      Materials

                  
	
                    Section
                      15.02

                  	
                    Landlord’s
                      Authority and Status

                  
	
                    Section
                      15.03

                  	
                    Tenant’s
                      Authority and Status

                  
	
                    Section
                      15.04

                  	
                    Relationship
                      of the Parties

                  
	
                    Section
                      15.05

                  	
                    Notices

                  


          

           

          
            
              
              

            

            
              3

              
                

              

            

            
              
              

            

          

           

          
            	
                    Section
                      15.06

                  	
                    Estoppel
                      Certificates

                  
	
                    Section
                      15.07

                  	
                    Force
                      Majeure

                  
	
                    Section
                      15.08

                  	
                    Quiet
                      Enjoyment

                  
	
                    Section
                      15.09

                  	
                    Holding
                      Over; Surrender

                  
	
                    Section
                      15.10

                  	
                    Landlord’s
                      Failure to Enforce

                  
	
                    Section
                      15.11

                  	
                    Partial
                      Invalidity

                  
	
                    Section
                      15.12

                  	
                    Interpretation

                  
	
                    Section
                      15.13

                  	
                    Litigation
                      Expenses

                  
	
                    Section
                      15.14

                  	
                    Binding
                      on Successors and Assigns

                  
	
                    Section
                      15.15

                  	
                    Self-Help

                  
	
                    Section
                      15.16

                  	
                    Fees
                      and Expenses; Late Charges; Interest

                  
	
                    Section
                      15.17

                  	
                    Landlord’s
                      Liability

                  
	
                    Section
                      15.18

                  	
                    Captions

                  
	
                    Section
                      15.19

                  	
                    Entire
                      Agreement

                  
	
                    Section
                      15.20

                  	
                    Brokerage

                  
	
                    Section
                      15.21

                  	
                    Confidentiality

                  
	
                    Section
                      15.22

                  	
                    Submission
                      Not an Option

                  
	
                    Section
                      15.23

                  	
                    Acceptance
                      of Partial Payments of Rent; Delivery of Keys

                  
	
                    Section
                      15.24

                  	
                    Cumulative
                      Remedies

                  
	
                    Section
                      15.25

                  	
                    Notice
                      of Memorandum of Lease Suitable for Recording

                  
	
                    Section
                      15.26

                  	
                    Security
                      Deposit

                  
	
                    Section
                      15.27

                  	
                    Signage

                  
	
                    Section
                      15.28

                  	
                    Related
                      Services

                  
	 	 
	
                    EXHIBIT
                      A

                  	
                    DESCRIPTION
                      OF LOT

                  
	
                    EXHBIIT
                      A-1

                  	
                    PLAN
                      SHOWING THE PREMISES IN THE BUILDING

                  
	
                    EXHIBIT
                      B

                  	
                    BASE
                      RENT

                  
	
                    EXHIBIT
                      C

                  	
                    INITIAL
                      RULES, REGULATIONS AND DIRECTIVES

                  
	
                    EXHIBIT
                      D

                  	
                    LANDLORD’S
                      WORK

                  
	
                    EXHIBIT
                      E

                  	
                    TENANT’S
                      WORK

                  


          

        

        
           

          
            
              
              

            

            
              4

              
                

              

            

            
              
              

            

          

           

        

      

      SPACE
        LEASE

      


      This
        Lease, by and between Landlord and Tenant (as hereinafter defined), relates
        to
        space in the swine building (the “Building”) located at 1140 Rt. 169, Woodstock,
        Connecticut. The Building is located on a parcel of land (the “Lot”) which is
        more particularly described in Exhibit
        A
        attached
        hereto. The term “Property” shall mean the Lot and all improvements located
        thereon from time to time, including the Building.

      


      Landlord
        and Tenant hereby covenant and agree with each other as follows:

      


      ARTICLE
        1

      BASIC
        LEASE PROVISIONS

      


      

        
          
            	
                    Section
                      1.01 Introduction

                  
	 	 
	
                    As
                      further supplemented in the balance of this Lease and its Exhibits,
                      this
                      Article 1 sets forth the basic terms of this Lease and, where
                      appropriate,
                      establishes definitions of certain terms used in this
                      Lease.

                  
	 	 
	
                    Section
                      1.02 Basic
                      Data and Definitions

                  
	 	 
	
                    Lease
                      Date:

                  	
                    April
                      1, 2005

                  
	 	 
	
                    Landlord:

                  	
                    American
                      Integrated Biologics, Inc., a Delaware corporation

                  
	 	 
	
                    Tenant:

                  	
                    Arbios
                      Technologies, Inc., a Delaware corporation

                  
	 	 
	
                    Premises:

                  	
                    The
                      approximately (40’ x 42') 1680 rentable square feet in the Building, which
                      is located as shown on Exhibit
                      A-1.
                      Together with all appurtenances, rights, interests, easements
                      and
                      privileges appertaining thereto.

                  
	
                    Premises

                  	 
	
                    Rentable
                      Area:

                  	
                    1680
                      square feet

                  
	 	 
	
                    Building
                      

                  	 
	
                    Rentable
                      Area:

                  	
                    1680
                      square feet

                  
	 	 
	
                    Tenant’s
                      Proportionate

                  	 
	
                    Share:

                  	
                    100%

                  
	 	 
	
                    Term:

                  	
                    Two
                      (2) years commencing on the Lease Commencement Date and expiring
                      on the
                      Expiration Date, unless sooner terminated pursuant to the terms
                      of this
                      Lease, or extended pursuant to the Extension Rights.
                      

                  


          

           

          
            
              
              

            

            
              5

              
                

              

            

            
              
              

            

          

           

          
            
              	 	 
	
                      Lease
                        

                    	 
	
                      Commencement
                        Date:

                    	
                      The
                        date on which Landlord delivers possession of the Premises
                        to Tenant
                        pursuant to Article 3 hereof. The Landlord shall deliver
                        possession of the
                        Premises to Tenant upon the mutual execution of this
                        Lease.

                    
	 	 
	
                      Rent
                        

                    	 
	
                      Commencement
                        Date:

                    	
                      The
                        Lease Commencement Date.

                    
	 	 
	
                      Expiration
                        Date:

                    	
                      The
                        last day of the calendar month in which the day preceding
                        the second (2nd)
                        anniversary of the Lease Commencement Date occurs.

                    
	 	 
	
                      Extension
                        Right:

                    	
                      Three
                        (3) three year options to extend.

                    
	 	 
	
                      Base
                        Rent:

                    	
                      See
                        Exhibit
                        B.

                    
	 	 
	
                      Permitted
                        Uses: 

                    	
                      Housing,
                        breeding, and conducting surgery on swine, including the
                        harvesting of
                        organs for use in humans. 

                    
	 	
                       

                    
	
                      Parking:

                    	
                      Tenant
                        shall be entitled to the use of 8 unassigned, unreserved
                        spaces within the
                        parking lot serving the Premises without paying any additional
                        Rent.
                        Tenant's parking shall not be reserved and shall be limited
                        to vehicles no
                        larger than standard size automobiles or pickup utility vehicles.
                        Tenant
                        shall not cause large trucks or other large vehicles to be
                        parked within
                        the Premises except in accordance with the rules, regulations
                        and
                        directories set forth in Exhibit C hereto as such may be
                        amended from time
                        to time. Vehicles shall be parked only in designated spaces
                        and not in
                        driveways or other locations not specifically designated
                        for
                        parking.

                    
	 	 
	
                      Security
                        Deposit:

                    	
                      Two
                        (2) month’s Base Rent equal to Twenty-Four Thousand Eighteen and 00/100
                        Dollars ($24,018.00).

                    
	 	 
	Landlord’s
                      
                      Representative:

                    	
                      Jeffrey
                        P. Erickson, Ph.D.

                      66
                        Prospect Street

                      East
                        Woodstock, CT 06244

                    
	 	 
	
                      Tenant’s

                      Representative
                        and Notice Address:

                    	
                      Scott
                        Hayashi, MBA

                      Arbios
                        Technologies, Inc.

                      
                        8797
                          Beverly Boulevard

                        Suite
                          206

                        Los
                          Angeles, CA 90048

                      

                    


            

             

            
              
                
                

              

              
                6

                
                  

                

              

              
                
                

              

            

             

            
              	Broker:	
                      None  

                    
	
                    	 
	Section
                      1.03 Exhibits
	
                    	 
	The
                      following Exhibits are attached to this Lease and incorporated
                      as a part
                      hereof. 
	 	 
	
                      Exhibit
                        A

                    	Description
                      of
                      Lot
	
                      Exhibit
                        A-1

                    	Plan
                      showing the
                      Building
	
                      Exhibit
                        B 

                    	Base
                      Rent 
	
                      Exhibit
                        C 

                    	Initial
                      Rules,
                      Regulations and Directives
	
                      Exhibit
                        D

                    	Landlord’s
                      Work
	
                      Exhibit
                        E 

                    	Tenant’s
                      Work


            

          

        

      

       

      ARTICLE
        2

      PREMISES,
        APPURTENANT RIGHTS, TERM AND RENT

      


      Section
        2.01 Demise
        of Premises

      


      Landlord
        for and in consideration of the rent and all other charges and payments
        hereinafter reserved and payable by Tenant and of the covenants, agreements
        and
        understandings to be observed and performed by Tenant, does hereby demise
        and
        lease to Tenant, and Tenant does hereby hire and take from Landlord the
        Premises, upon and subject to the covenants, agreements and conditions set
        forth
        herein.

      


      Tenant
        personnel shall be allowed access to the Premises 24 hours per day, seven
        days
        per week, subject to rules, regulations and directives set forth in Exhibit
        C,
        as they
        may be amended in writing by Landlord for the better functioning of the
        Property, and in a non-discriminatory manner, and in a way that does not
        adversely affect Tenant’s use of the Premises.

       

      Section
        2.02 Acceptance
        of Premises

      


      Tenant
        hereby acknowledges and agrees that Landlord is not performing, and shall
        have
        no obligation to perform, any work within the Premises, including, without
        limitation, any work related to bringing the Premises into compliance with
        all
        FDA rules, regulations, requirements and guidelines related to the housing
        of
        swine for purposes of harvesting organs for use in humans except to the extent,
        if any, set forth in Section 3.01. Tenant further acknowledges and agrees
        that
        it accepts the Premises "AS-IS, WHERE-IS AND WITH ALL FAULTS" except as
        specifically set forth in this Lease. Notwithstanding anything to the contrary
        in the Lease, on the Commencement Date, Landlord shall deliver the Premises
        to
        Tenant clean and free of debris and represents and warrants to Tenant that
        the
        existing structure (including without limitation the roof, foundations, exterior
        walls), and all building systems (including without limitation, the plumbing,
        electrical, ventilating, air conditioning, heating, and loading doors, if
        any)
        shall be (a) in good operating condition and free of any leakage; (b) in
        compliance with all applicable laws as required for the issuance by the
        Woodstock, Connecticut Department of Building Inspections of a Certificate
        of
        Use and Occupancy for an agricultural barn; (c) in compliance with USDA
        regulations pertaining to the housing and breeding of swine; and (d) free
        of all
        Hazardous Material, except for fuel for the generator, if any.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      Section
        2.03 Permits

      


      Tenant
        shall be responsible, at its sole cost and expense, for obtaining and
        maintaining throughout the Term all permits and approvals necessary for Tenant's
        use of and operation within the Premises.

      


      Section
        2.04 Appurtenant
        Rights

      


      Tenant
        shall have the right to use, in common with Landlord and others entitled,
        subject to reasonable rules from time to time made by Landlord of which Tenant
        is given written notice, the initial such rules being set forth in Exhibit
        C,
        the
        parking areas, walkways, landscaped areas, driveways, and sidewalks (the
“Common
        Areas”). Tenant shall have no rights to store any fixtures, equipment, goods,
        effects or personal property in the Common Areas and Tenant agrees not to
        obstruct the Common Areas in any manner. 

      


      The
        Premises and the rights appurtenant thereto are subject, however, to the
        following rights, which are expressly excepted and reserved by Landlord:
        (a) the
        right to enter into, upon and across any portion of the Premises, at reasonable
        times and upon reasonable notice (except in the case of an emergency), solely
        for the purpose of exercising any right reserved to Landlord hereunder or
        to
        complete Landlord’s Work as described in Exhibit
        D.
        Any
        such entry shall be made in a way that minimizes interference to Tenant’s
        business and does not violate any requirements of FDA or otherwise affect
        Tenant’s ability to use the Premises for the Permitted Uses, as such
        requirements are set forth below, and as may be modified by written notice
        from
        Tenant to Landlord in order to comply with requirements of the FDA or USDA
        or
        other applicable law, provided that in no event shall such requirements be
        modified to standards less stringent than those of the USDA (the “Entry
        Safeguards”).

      


      Notwithstanding
        any right of entry that Landlord has pursuant to this Lease or at law, Landlord
        agrees to comply with the Entry Safeguards, except in the case of emergency,
        which for the purposes of this paragraph shall mean imminent threat to the
        safety of persons or animals or to the destruction of property.

      


      Tenant
        shall put at each of the three (3) entrances to the Building signage restricting
        access to individuals who have not had contact with any cloven hoofed animals
        within the prior seventy-two (72) hours. In addition, Tenant shall maintain
        a
        sign-in log for all visitors entering the Building wherein each such visitor
        shall be required to verify that he has not had contact with any cloven hoofed
        animal within such prescribed time period. 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


      Section
        2.05 Term

      


      Subject
        to the conditions herein stated, Tenant shall hold the Premises for the Term,
        unless sooner terminated as provided herein, or extended pursuant to the
        Extension Rights.

      


      Landlord
        and Tenant agree to execute a supplemental agreement confirming the actual
        Lease
        Commencement Date and Expiration Date of the Term, once the actual Lease
        Commencement Date has been determined.

      


      Section
        2.06 Extension
        Right

      


      So
        long
        as there exists no Default of Tenant (as defined in Section 12.01) on the
        first
        day of the Extended Term (as defined below), this Lease is still in full
        force
        and effect, and Tenant shall not have sublet, assigned or otherwise transferred
        all or any portion of its interest under this Lease (except in the event
        of a
“Permitted Transfer”, as defined in Section 7.01), Tenant shall have the right
        to extend the term of this Lease for three (3) additional period(s) (the
        “Extended
        Term(s)”)
        of
        three (3) years each. The Extended Term shall commence on the day succeeding
        the
        expiration of the Original Term (or the immediately preceding Extended Term)
        and
        shall end on the day immediately preceding the 3rd
        anniversary of the commencement of such Extended Term. All of the terms,
        covenants and provisions of this Lease shall apply to any Extended Term except
        that (i) the Base Rent for the Extended Term shall be the greater of (a)
        the
        product of (1) the Base Rent on the day preceding the commencement of such
        Extended Term without giving effect to any abatements, set-offs or concessions
        then in effect (the “Initial
        Rent”)
        times
        (2) a fraction, the denominator of which shall be the Index (as hereinafter
        defined) for the nearest month prior to the Rent Commencement Date, and the
        numerator of which shall be the Index for the nearest month prior to the
        commencement of such Extended Term, or (b) the Initial Rent; and (ii) Tenant
        shall have no further right to extend the term of this Lease beyond the Extended
        Term(s) hereinabove provided. If Tenant shall elect to exercise the aforesaid
        option, it shall do so by giving Landlord notice in writing of its intention
        to
        do so not later than six (6) months, nor sooner than one (1) year, prior
        to the
        expiration of the Original Term of this Lease, or the immediately preceding
        Extended Term, as applicable, it being agreed that time is of the essence
        with
        respect to the giving of any such notice. If Tenant fails to give any such
        notice to Landlord, this Lease shall automatically terminate at the end of
        the
        Original Term, and Tenant shall have no further option to extend the term
        of
        this Lease, it being agreed that time is of the essence with respect to the
        giving of any such notice. If Tenant gives such notice, the extension of
        this
        Lease shall be automatically effected without the execution of any additional
        documents.

      


      “Index”,
        as
        used in this Section 2.06, shall mean the Consumer Price Index for All Urban
        Consumer (CPT-V) All City Average, 1982-84=100, All Items 1982-1984=100.
        The
        Index is presently published by the Bureau of Labor Statistics of the United
        States Department of Labor. In the event publication of the Index ceases,
        the
        computation of the annual rent due from Tenant during each year of the term
        with
        respect to which the Index is to be applied shall be computed upon the basis
        of
        whatever index published by the United States Department of Labor at that
        time
        is most nearly comparable as a measure of general changes in price levels
        for
        Connecticut.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        3

      CONSTRUCTION
        OF THE PREMISES; LEASE COMMENCEMENT DATE

      


      Section
        3.01 Landlord’s
        Work

      


      On
        a
        reasonably prompt basis, following the Lease Commencement Date, Landlord
        shall
        complete the work described in Exhibit
        D
        in
        accordance with the plans, specifications and agreements and on the terms,
        conditions and provisions set forth in Exhibit
        D
        (“Landlord’s Work”). 

      


      All
        of
        Landlord's work shall (a) at all times comply with all laws, rules, orders,
        ordinances, directions, regulations and requirements of all governmental
        authorities, agencies, offices, departments, bureaus and boards having
        jurisdiction thereof and of the applicable insurance rating bureau, (b) be
        performed in good and first class workmanlike manner and in accordance with
        the
        plans and specifications set forth in Exhibit
        D.
        

      


      Section
        3.02 Condition
        of Premises

      


      EXCEPT
        AS
        PROVIDED IN THIS LEASE, INCLUDING THE EXHIBITS HERETO, THE PREMISES ARE LEASED
        TO TENANT "AS IS" AND "WHERE IS" AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTY
        WHATSOEVER, INCLUDING ANY WARRANTY OF MERCHANTABILITY, HABITABILITY OR FITNESS
        FOR INTENDED USE. Tenant acknowledges that it has inspected the Premises
        and has
        found the same to be satisfactory; provided, however, that nothing set forth
        herein negates Landlord’s obligation to perform Landlord’s Work on the terms set
        forth in this Lease and Exhibit
        D. 

      


      The
        term
“Lease Commencement Date” with respect to the Premises shall be the date that
        Tenant takes possession of the Premises. 

      


      Section
        3.03 Tenant’s
        Work

      


      Tenant
        may enter into occupancy of the Premises immediately after execution of this
        Lease, and prior to the completion of Landlord’s Work. If there is any work to
        be performed by Tenant (“Tenant’s Work”), Tenant shall coordinate that work with
        Landlord’s Work, and each party shall make reasonable efforts to not interfere
        with the work of the other party. Tenant’s Work set forth in Exhibit
        E
        hereto
        has been approved by Landlord. Tenant’s Work not set forth in Exhibit
        E
        shall
        require the written approval of Landlord prior to the commencement of such
        work,
        which approval shall not be unreasonably withheld or delayed.

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      All
        of
        Tenant's Work and the installation of equipment shall: (a) at all times comply
        with all laws, rules, orders, ordinances, directions, regulations and
        requirements of all governmental authorities, agencies, offices, departments,
        bureaus and boards having jurisdiction thereof and of the applicable insurance
        rating bureau; (b) be performed in compliance therewith and with the plans
        and
        specifications previously reasonably approved by Landlord and in good and
        first
        class workmanlike manner; (c) be performed in such manner as not to impose
        any
        additional expense upon Landlord in the construction, maintenance or operation
        of the Building, or, if additional expense is incurred by Landlord as a result
        of the construction of the addition to the Building, such additional expense
        shall be paid by Tenant to Landlord twenty-five percent (25%) at construction
        commencement, fifty percent (50%) at the half-way point of such construction,
        and twenty-five percent (25%) within thirty (30) days after substantial
        completion; (d) be coordinated with any work being performed by Landlord
        and in
        such manner as to maintain harmonious labor relations and not cause any work
        stoppage or damage to the Building or interfere with Building construction
        or
        operation; and (e) be performed by contractors or workers first reasonably
        approved by Landlord.

      


      With
        respect to all Tenant’s Work, Tenant further agrees as follows: Tenant’s Work
        shall commence only after all required municipal and other governmental permits
        and authorizations have been obtained (the Landlord agrees to join in any
        application and/or proceedings therefor and reasonably cooperate with Tenant),
        at Tenant’s expense whenever necessary, and all such work shall be done in
        compliance with any applicable building and zoning laws and with all applicable
        other laws, ordinances, regulations and requirements of all federal including
        the Americans With Disabilities Act (“ADA”), state and municipal agencies, and
        in accordance with any applicable requirements and policies issued by any
        insurer of Tenant with respect to the amount and type of insurance to be
        carried
        with respect to Tenant’s Work; that Tenant’s Work shall be prosecuted with
        reasonable dispatch to completion; that at all times when Tenant’s Work is in
        progress, Tenant shall maintain or cause to be maintained adequate worker’s
        compensation insurance as required by law for those employed in connection
        therewith and commercial general liability or builder’s risk insurance (for
        mutual benefit of Tenant and Landlord) in coverages reasonably approved by
        Landlord.

      


      Tenant
        shall not permit any mechanics’ liens, or similar liens, to remain upon the
        Premises for labor and materials furnished to Tenant or claimed to have been
        furnished to Tenant in connection with Tenant’s Work of any character performed
        or claimed to have been performed at the direction of Tenant, and shall cause
        any such lien to be released of record or sufficiently bonded off within
        thirty
        (30) days without cost to Landlord. To that end, Tenant shall, upon completion
        of Tenant’s Work, certify to Landlord upon written request that all contractors,
        subcontractors and other independent contractors have been paid in full,
        except
        as to those contractors, subcontractors and other independent contractors
        with
        whom Tenant has a bona fide dispute. In the event Tenant has a bona fide
        dispute
        with any such contractor, subcontractor or independent contractor, Tenant
        shall
        notify Landlord of the identity of such contractor and the amount of the
        bona
        fide dispute, but Tenant shall not be relieved of its obligation not to permit
        any mechanics’ liens, or similar liens, to remain upon the Premises and to cause
        any such lien to be released of record or sufficiently bonded within thirty
        (30)
        days, all as set forth in this Section 3.03. 

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

         

      

      ARTICLE
        4

      RENT

      Section
        4.01 Base
        Rent

      


      Base
        Rent
        shall be paid to the Landlord via wire transfer to Landlord to such account
        as
        Landlord shall notify Tenant from time to time, at the rate specified in
        Exhibit
        B,
        beginning on the Rent Commencement Date, and thereafter on the first
        (1st)
        of each
        month. In addition, at the time of execution of this Lease, Tenant shall
        pay to
        Landlord the first month’s Base Rent.

      


      Section
        4.02 Common
        Areas Operation and Cost 

      


      a. Terms
        used herein are defined as follows:

      


      (i)
        "Operating Expenses for the Building" means the cost of operation of the
        Building other than those items paid directly by Tenant and shall exclude
        items
        of expense referred to in Section 4.03 hereof. Tenant shall be responsible
        for
        contracting for and paying directly all ordinary and routine operating expenses
        incurred in connection with the interior of the Premises, including maintenance
        and repair of all interior portions of the Premises, including ceiling, interior
        walls, windows, doors, and building systems, appliances, and fixtures;
        janitorial services; utilities; service contracts for building systems and
        equipment; security, in the event Tenant engages such service for the Building;
        and premiums for liability insurance and personal property insurance. Operating
        Expenses for the Building to be paid by Landlord include maintenance and
        repair
        of the exterior walls, foundation, roof, floor slabs (except that Tenant
        shall
        be responsible for maintaining the poured epoxy coating), and the exterior
        property, including the parking area (including clearing and snowplowing),
        premiums for real property insurance for the Premises, and security, in the
        event Landlord engages such service for the Property. The Operating Expenses
        for
        the Building include compensation and all fringe benefits, worker’s compensation
        insurance premiums and payroll taxes paid to, for or with respect to persons
        engaged in performing the duties to be performed by Landlord hereunder
        (allocated based on percentage of time devoted to the Premises compared to
        other
        duties performed for Landlord) or payments under service contracts for any
        of
        such services with independent contractors or subsidiaries or affiliates
        of
        Landlord, provided that the contracts with affiliates of Landlord for the
        performance of such services shall be competitive with similar contracts
        and
        transactions with unaffiliated entities for the performance of such
        services.

      


      For
        purposes of the preceding definition, the Operating Expenses for the Building
        shall specifically include the cost (amortized with interest using generally
        accepted accounting principles) of any capital improvement (including, without
        limitation any equipment installed as a fixture) made by Landlord for the
        purpose of (a) reducing other operating costs; or (b) complying with any
        governmental requirement (including, without limitation, any law, ordinance,
        code, regulation or bylaw) which shall first become applicable to the Building
        after the date of this Lease.

      


      (ii)
        The
        "Operating Statement" shall mean a statement rendered to Tenant by Landlord
        within one hundred twenty (120) days, or as soon thereafter as reasonably
        possible, after the end of each calendar year during the Term and not later
        than
        one hundred twenty (120) days after the end of the Term. The Operating Statement
        shall be in reasonable detail, certified by Landlord's Representative, and
        show
        the amount of the Operating Expenses for the Building for the preceding calendar
        year, or fraction thereof, as the case may be.

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      b. Tenant
        shall pay in advance, as additional rent, on the same day payments of Base
        Rent
        are due, one twelfth of the annual amount which Landlord estimates will be
        Tenant's Proportionate Share of the Operating Expenses for the Building for
        the
        current year, which amounts may be adjusted by Landlord from time to time
        as it
        deems appropriate.

      


      c. Within
        thirty (30) days after the date of Tenant's receipt of the Operating Statement,
        Tenant shall pay to Landlord, as additional rent, Tenant's Proportionate
        Share
        of the Operating Expenses for the Building, less any amounts previously paid
        by
        Tenant pursuant to paragraph (b) above. In the event the actual amounts due
        for
        the period encompassed by the Operating Statement are less than the estimated
        amounts theretofore paid by Tenant with respect to such period, Tenant shall
        receive a credit for the excess amounts paid, which credit may be applied
        against any amounts that become payable by Tenant next thereafter coming
        due. If
        the Term expires prior to the determination by Landlord and payment by Tenant
        of
        any amounts due hereunder, Tenant's obligation to pay such amounts for any
        portion of the Term shall survive such expiration, provided the Landlord
        shall
        not render an invoice to Tenant for such amounts later than one year after
        such
        expiration.

      


      d. Landlord
        agrees to keep books and records showing Operating Expenses for the Building
        in
        accordance with a system of accounts and accounting practices consistently
        maintained. 

      


      Section
        4.03  Real
        Estate Taxes 

      


      a. Terms
        used herein are defined as follows:

      


      (i)
         "Tax
        Year" means the twelve-month period beginning July 1 each year during the
        Term,
        or if the appropriate governmental tax fiscal period shall begin on any date
        other than July 1, such other date.

      


      (ii) "Landlord's
        Tax Expenses" with respect to any Tax Year means the aggregate Real Estate
        Taxes
        for the Building with respect to that Tax Year, reduced by any abatements
        actually received with respect to that Tax Year.

      


      (iii) "Real
        Estate Taxes for the Building" means all taxes and special assessments of
        every
        kind and nature assessed by any governmental authority on the Building and
        the
        portion of the Lot on the Building is situated which Landlord shall become
        obligated to pay because of or in connection with the ownership, leasing
        and
        operation of the Building and reasonable expenses of any proceedings for
        abatement of taxes. The amount of special taxes or special assessments to
        be
        included shall be limited to the amount of the installment (plus any interest,
        other than penalty interest, payable thereon) of such special tax or special
        assessment required to be paid during the year in respect of which such taxes
        are being determined. There shall be excluded from such taxes all income,
        estate, succession, inheritance and transfer taxes; provided, however, that
        if
        at any time during the Term the present system of ad valorem tax of real
        property shall be changed so that in lieu of the whole or any part of the
        ad
        valorem tax on real property, there shall be assessed on Landlord a capital
        levy
        or other tax on the gross rents received with respect to the Building, or
        a
        federal, state, county, municipal, or other local income, franchise, excise
        or
        similar tax, assessment, levy or charge (distinct from any now in effect)
        measured by or based, in whole or in part, upon any such gross rents, then
        any
        and all of such taxes shall be included within the term "Real Estate Taxes"
        but
        only to the extent that the same would be payable if the Building were the
        only
        property of Landlord.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (iv) The
“Tax
        Statement" shall mean a statement rendered to Tenant by Landlord within sixty
        (60) days or as soon thereafter as reasonably possible after receipt of the
        real
        estate tax bills for the fiscal year during the Term and within ninety (90)
        days
        or as soon thereafter as reasonably possible after expiration of the Term.
        The
        Tax Statement shall be in reasonable detail and certified by a representative
        of
        Landlord showing for the respective fiscal year or fraction thereof, as the
        case
        may be, Real Estate Taxes for the Building, and shall include copies of
        receipted tax bills where the payment was due thirty (30) days or more prior
        to
        the date of the Tax Statement.

      


      b. Tenant
        shall pay to Landlord as additional rent any increase in Real Estate Taxes
        for
        the Building or Property over those for the Tax Year beginning on
        July 1, 2004, which increase is based upon Tenant’s Permitted Uses of
        the Building (“Tenant’s Use Tax Increase”). In the event of a Tenant’s Use Tax
        Increase, Tenant shall pay in advance on the same day payments of Base Rent
        are
        due, one-twelfth of the annual amount which Landlord reasonably estimates
        will
        be the Tenant’s Use Tax Increase for the then current Tax Year, which amounts
        may be adjusted by Landlord from time to time as it deems
        appropriate.

      


      c. In
        the
        event of a Tenant’s Use Tax Increase, within thirty (30) days after the date of
        delivery of the Tax Statement, Tenant shall pay to Landlord Tenant’s Use Tax
        Increase, less any amounts previously paid by Tenant pursuant to paragraph
        (b)
        above. In the event the actual amounts due for the period encompassed by
        the Tax
        Statement are less than the estimated amounts theretofore paid by Tenant
        with
        respect to such period, Tenant shall receive a credit for the excess amounts
        paid, which credit may be applied against any amounts that become payable
        by
        Tenant next thereafter coming due. Appropriate prorations shall be made for
        those periods at the beginning or end of the Term, which is less than a full
        Tax
        Year.

      


      Section
        4.04 Due
        Date of Additional Payments

      


      Except
        as
        otherwise specifically provided herein, any sum, amount, item or charge to
        be
        paid by Tenant to Landlord under this Article 4, shall be paid within thirty
        (30) days after the date on which Landlord notifies Tenant of the amount
        payable, without offset, deduction or abatement.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      


      Section
        4.05 Taxes
        on Tenant's Equipment

      


      Tenant
        shall pay all taxes on or attributable to Tenant's equipment, including without
        limitation Tenant’s Supplemental Equipment, whether characterized as taxes on
        personal property or otherwise. In addition if the tax assessor includes
        said
        equipment as real property improvements in determining the assessed value
        of the
        Building, then Tenant shall pay the real estate taxes attributable to the
        value
        of said equipment throughout the Term within thirty (30) days after being
        billed
        therefor by Landlord.

      


      ARTICLE
        5

      USE
        OF PREMISES

      


      Section
        5.01 Permitted
        Uses

      


      Tenant
        shall have the right to use and occupy the Premises for the Permitted Uses
        for
        the Term. 

      


      


      ARTICLE
        6

      MAINTENANCE,
        REPAIR AND ALTERATIONS

      


      Section
        6.01 Maintenance
        and Repair

      


      Except
        for the obligations of Tenant as set forth below, Landlord shall make such
        repairs and perform such maintenance and cleaning to the roof, exterior walls
        and floor slabs as may be necessary to keep them in serviceable condition,
        the
        cost of which shall be charged in accordance with Article 4. Tenant, at its
        cost
        and expense, shall keep and maintain the interior of the Premises (including
        doors) and the heating, air conditioning, lighting, interior plumbing, and
        electrical systems within the Premises in good order, condition and repair,
        provided, that Tenant shall not be obligated to make any repairs necessitated
        by
        damage from fire, flood, the elements or any other casualty, or damage from
        the
        negligence or willful misconduct of Landlord or its employees, agents or
        contractors, or failure of Landlord to perform its obligations hereunder.
        Tenant
        shall hire its own cleaning contractor at its expense. Upon the termination
        of
        this Lease, Tenant shall surrender the Premises to Landlord in good order,
        condition and repair, except for (a) reasonable wear and tear; and (b) damage
        from fire, flood, the elements or any other casualty, or damage from the
        negligence or willful misconduct of Landlord or its employees, agents or
        contractors, or failure of Landlord to perform its obligations hereunder.
        Tenant
        shall not be obligated to remove any fixed alterations or improvements made
        to
        the Premises by Landlord or Tenant during the Term; provided, however, that
        Tenant shall remove its movable personal property, trade fixtures, and
        equipment.

      


      Section
        6.02 Alterations
        by Tenant

      


      Tenant,
        at its expense, during the Term may make such nonstructural alterations to
        the
        interior of the Premises as it deems appropriate; provided, that all such
        alterations shall be completed in a good and workmanlike manner and shall
        not
        impair the structural soundness of the Premises. Tenant shall make no
        alterations or additions whatsoever to the exterior of the Premises and no
        structural changes whatsoever within the Premises without the prior written
        consent of Landlord, which consent shall be in Landlord’s sole
        discretion.

      


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        7

      ASSIGNMENT
        AND SUBLETTING

      


      Section
        7.01 Assignment
        and Subletting.
        No
        portion of the Premises or of Tenant's interest in this Lease shall be acquired
        by any other person or entity, whether by sale, assignment, mortgage, sublease,
        transfer, operation of law, or act of Tenant, without Landlord's prior written
        consent, except as provided in Section 7.02 below. Landlord shall have the
        right
        to grant or withhold its consent as provided in Section 7.03 below. Any
        attempted transfer without consent shall be void and shall constitute a
        non-curable breach of this Lease. If at any time while this Lease is in effect,
        Tenant is a corporation (excluding a corporation the outstanding voting stock
        of
        which is listed on a recognized securities exchange), a trust (whether or
        not
        having shares of beneficial interest), a partnership or association, or
        otherwise not a natural person, and there shall occur any transfer (by one
        or
        more transfers) of a controlling portion of or controlling interest in the
        stock, partnership, membership, or beneficial interest, or other evidences
        of
        equity interests or voting interest of Tenant, such change in identity shall
        also constitute an assignment for the purposes of this Section 7. The foregoing
        prohibition against assignment and subletting shall include voluntary and
        involuntary assignment and subletting, and assignment and subletting by
        operation of law, including corporate mergers or consolidations, and (if
        Tenant
        is a corporation, excluding a corporation with the outstanding voting stock
        of
        which is listed on a recognized securities exchange, or other entity) shall
        include assignment of the controlling interest in the Tenant, except that
        transfers of stock of Tenant (or other equity interest(s) tantamount to an
        equity interest) to members (who are not under a legal disability so as to
        prevent such member from performing the transferor’s obligations) of the
        immediate families of the substantial owners of Tenant shall be permitted
        if
        they occur either (a) by inter vivos transfer if the transferor gives fourteen
        (14) days prior written notice to Landlord of the proposed transfer including
        with the notice true copies of all documents that will evidence the transfer,
        the name, address, and family relationship of the proposed transferee, and
        information in such detail as Landlord may request about the transferee’s
        creditworthiness and business experience or (b) by the terms of the duly
        probated will of the transferor. Any attempted assignment and subletting
        in
        violation of any of the provisions of this Lease shall be void. Notwithstanding
        the foregoing, any merger or consolidation of Arbios Systems, Inc., a Nevada
        corporation, with its wholly owned subsidiary, Arbios Technologies, Inc.,
        a
        Delaware corporation, shall not require Landlord’s consent pursuant to this
        Article 7.

      


      Section
        7.02 No
        Release of Tenant.
        No
        assignment or transfer shall release Tenant or change Tenant's primary liability
        to pay the rent and to perform all other obligations of Tenant under this
        Lease.
        Landlord's acceptance of rent from any other person shall not be a waiver
        of any
        provision of this Article 7. Consent to one transfer shall not be deemed
        a
        consent to any subsequent transfer or a waiver of the obligation to obtain
        consent on subsequent occasions. If Tenant's assignee or transferee shall
        default under this Lease, Landlord may proceed directly against Tenant without
        pursuing remedies against the assignee or transferee. Landlord may consent
        to
        subsequent assignments or modifications of this Lease by Tenant's transferee
        without notifying Tenant or obtaining its consent, and such action shall
        not
        release Tenant from any of its obligations or liabilities under this Lease
        as so
        assigned or modified.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      Section
        7.03 Landlord's
        Consent.

      


      (1) Provided
        Tenant is not then in default under any of the terms, covenants and conditions
        of this Lease beyond any applicable cure period provided herein, and if Tenant
        shall have a bona fide intention to assign this Lease or to sublet the Premises
        (no partial lease assignments or subleases shall be permitted), Tenant shall
        first submit in writing to Landlord (i) the name, address, current business
        and
        financial condition/credit information of the proposed assignee or subtenant,
        (ii) a copy of the proposed assignment or sublease, (iii) satisfactory
        information and documentation as to the nature and character of the business
        of
        the proposed assignee or subtenant, (iv) financial details of the proposed
        transaction (e.g., the term and rent and security deposit payable under any
        proposed assignment or sublease), and (v) any other information Landlord
        reasonably deems relevant.

      


      (2) Tenant
        shall pay to Landlord, upon demand, as additional rent, Landlord's reasonable
        legal expenses in connection with any request made by Tenant for consent
        to
        assignment or subletting.

      


      (3) Where
        Landlord's consent is required under this Article 7, Landlord shall have
        a
        period of fifteen (15) days following Tenant's submissions under (1) above
        to
        either consent to the proposed assignment or to reasonably withhold its consent.
        

      


      (4) Landlord
        shall not withhold its consent to any proposed assignment or subletting except
        for one or both of the following reasons:

      


      (a)
        The
        proposed use is different from the use permitted under this Lease.

      


      (b)
        The
        proposed assignee or subtenant is not creditworthy in Landlord’s reasonable
        judgment. 

      


      In
        the
        event that Tenant shall claim that Landlord has unreasonably withheld or
        delayed
        its consent under this Article 7, Tenant shall have a right to compel expedited
        arbitration of the matter in dispute, or to obtain specific performance or
        injunction.

      


      (6) Upon
        receiving Landlord's written consent to a proposed assignment or subletting,
        a
        duly executed copy of the assignment or sublease shall be delivered to Landlord
        within fifteen (15) days after execution thereof. Any sublease shall provide
        that the subtenant shall comply with all applicable terms and conditions
        of this
        Lease to be performed by Tenant hereunder, including, without limitation,
        an
        explicit agreement by the subtenant that, for the balance of the Term, the
        subtenant shall maintain Tenant’s biosecurity standards then in effect at the
        Premises and as required by the terms of this Lease. Any assignment of Lease
        shall contain an assumption by the assignee of all of the terms, covenants
        and
        conditions of this Lease to be performed by Tenant hereunder. No assignment
        or
        subletting shall release Tenant from any of its obligations under this Lease,
        and Tenant shall remain primarily liable under this Lease.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      (7) Any
        permitted assignee or subtenant shall have the right to assign or sublet
        or
        otherwise convey its interest in this Lease subject, however, to these
        provisions.

      


      


      ARTICLE
        8

      INDEMNITY
        AND INSURANCE

      


      Section
        8.01 Landlord’s
        Indemnity

      


      Landlord
        agrees to indemnify, defend (with counsel reasonably satisfactory to Tenant),
        pay for and hold Tenant and its affiliates and the agents, servants, employees,
        officers, directors, partners, shareholders, members, managers, trustees
        and
        beneficiaries of any of them harmless from and against all costs, losses,
        demands, liabilities and expenses, including reasonable attorneys’ fees,
        expenses and court costs, assessed against or incurred by any of them by
        reason
        of any act done or omitted to be done by Landlord or those claiming by, through
        or under Landlord, including but not limited to Landlord's agents, servants,
        employees, contractors, tenants or invitees, in connection with the Premises,
        the Building or the Common Areas, or arising from Landlord’s failure to fulfill
        its agreements, obligations and covenants contained in this Lease, or from
        a
        breach of any of Landlord’s representations set forth in this Lease, except any
        loss, cost, liability or expense to the extent resulting from Tenant's
        negligence, willful act, or failure to fulfill its obligations, covenants
        and
        agreements contained in this Lease. 

      


      Section
        8.02 Tenant’s
        Indemnity

      


      Tenant
        agrees to indemnify, defend (with counsel reasonably satisfactory to Landlord),
        pay for and hold Landlord and its affiliates and the agents, servants,
        employees, officers, directors, partners, shareholders, members, managers,
        trustees and beneficiaries of any of them harmless from and against all costs,
        losses, demands, liabilities and expenses, including reasonable attorneys’ fees,
        expenses and court costs, assessed against or incurred by any of them by
        reason
        of any act done or omitted to be done by Tenant or those claiming by, through
        or
        under Tenant, including but not limited to Tenant's agents, servants, employees,
        contractors, subtenants or invitees, in connection with the Premises, or
        arising
        from Tenant’s failure to fulfill its agreements, obligations and covenants
        contained in this Lease, or from a breach of any of Tenant’s representations set
        forth in this Lease, except any loss, cost, liability or expense to the extent
        resulting from Landlord's negligence, willful act or failure to fulfill its
        obligations, covenants and agreements contained in this Lease. 

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      


      Section
        8.03 Environmental
        Indemnity

      


      (a) There
        is
        no Hazardous Material in, under, or about the Premises (other than fuel for
        the
        generator, if any). Landlord shall not cause any Hazardous Material to be
        brought, kept, or used in or about the Property by it in violation of any
        local,
        state, or federal law. Landlord agrees to indemnify, defend (with counsel
        reasonably satisfactory to Tenant), pay for and hold Tenant and its affiliates
        and the agents, servants, employees, officers, directors, partners,
        shareholders, members, managers, trustees and beneficiaries of any of them,
        harmless from and against any and all actions, petitions, orders, claims
        or
        demands made, brought or instituted by any and all private parties and/or
        any
        and all public or quasi-public agencies or authorities, together with any
        and
        all reasonable expenses (including reasonable attorneys’ fees, expenses and
        court costs), costs, losses, demands, liabilities or penalties assessed against
        or incurred by any of them, arising out of or in any way connected with (i)
        the
        presence of any Hazardous Material on, under, or about the Premises (unless
        brought onto the Premises by Landlord or any of Landlord’s agents, employees, or
        contractors); (ii) any storage, release, spill, disposal or use of any Hazardous
        Material on, under, or about the Property, or breach of Environmental Laws
        (as
        hereinafter defined) resulting from Landlord’s (specifically including,
        contractor, agent, representative, servant, employee, tenant, invitee, officer,
        director, partner, trustee or beneficiary) conduct at or from the Property,
        or
        the Common Areas, except to the extent resulting from the negligence or willful
        acts of Tenant, or its agents, employees or contractors; or (iii) any breach
        or
        violation of the representations, warranties, covenants and agreements contained
        in this Lease by Landlord, or any of its agents, servants, employees, tenants,
        invitees or contractors. 

      


      (b) Tenant
        shall not cause any Hazardous Material to be brought, kept, or used in or
        about
        the Property by it in violation of any local, state, or federal law. Tenant
        agrees to indemnify, defend (with counsel reasonably satisfactory to Landlord),
        pay for and hold Landlord and its affiliates and the agents, servants,
        employees, officers, directors, partners, shareholders, members, managers,
        trustees and beneficiaries of any of them, harmless from and against any
        and all
        actions, petitions, orders, claims or demands made, brought or instituted
        by any
        and all private parties and/or any and all public or quasi-public agencies
        or
        authorities, together with any and all reasonable expenses (including reasonable
        attorneys’ fees, expenses and court costs), costs, losses, demands, liabilities
        or penalties assessed against or incurred by any of them, arising out of
        or in
        any way connected with (i) the presence of any Hazardous Material on, under,
        or
        about the Premises unless brought onto the Premises by Tenant or any of Tenant’s
        agents, employees, or contractors; (ii) any storage, release, spill, disposal,
        or use of any Hazardous Material in violation of Environmental Laws, or breach
        of Environmental Laws resulting from Tenant’s (specifically including,
        contractor, agent, representative, servant, employee invitee, officer or
        director) conduct of its operations at or use or occupancy of the Premises,
        except to the extent resulting from the negligence or willful acts of Landlord
        or its agents, employees or contractors or from any conditions existing on
        the
        Lease Commencement Date; or (iii) any breach or violation of the
        representations, warranties, covenants and agreements contained in this Lease
        by
        Tenant, or any of its agents, servants, employees, subtenants, invitees or
        contractors. Landlord acknowledges and agrees that Tenant’s Permitted Use shall
        include the use of medical supplies, medical waste (including blood),
        pharmaceuticals, animal waste, animal parts, animal carcasses, agricultural
        products and waste, and other related materials that may be classified as
        Hazardous Material. In addition, Tenant shall maintain a supply of fuel for
        use
        in the backup generator. Landlord hereby consents to Tenant’s storage, use, and
        disposal of such items in compliance with all applicable laws.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      (c) For
        purposes of this Lease, the term “Hazardous Material” shall mean and include
        asbestos, lead-based paint, any oils, petroleum products and any other toxic
        or
        hazardous waste materials and substances which are defined, determined or
        identified as such in any applicable federal, state or local Environmental
        Laws,
        or in any judicial or administrative interpretation of Environmental Laws.
        “Environmental Laws” shall mean any and all federal, state and local statutes,
        laws, regulations, ordinances, rules, judgments, orders, decrees or other
        governmental requirements or restrictions relating to the environment or
        to
        emissions, discharges or releases of pollutants, contaminants, petroleum
        or
        petroleum products, chemicals, toxic or hazardous substances or wastes into
        the
        environment, including, without limitation, ambient air, surface water, ground
        water or land, or otherwise relating to the manufacture, processing,
        distribution, use, treatment, storage, disposal, transport or handling of
        pollutants, contaminants, petroleum or petroleum products, chemicals, toxic
        or
        hazardous substances or wastes or the cleanup or other remediation
        thereof.

      


      (d) If
        the
        presence of any Hazardous Material on the Property caused or permitted by
        either
        party results in any contamination of the Property such party shall promptly
        take all actions at its sole expense as are necessary to comply with all
        applicable law.

      


      The
        provisions of the foregoing sections of this Article 8 shall survive any
        termination, cancellation, assignment or transfer of this Lease by Landlord
        or
        Tenant.

      


      Section
        8.04 Landlord’s
        Insurance 

      


      Landlord
        shall keep the Building insured against loss or damage by fire, lightning,
        windstorm, hail, explosion, riot and civil commotion, damage from aircraft
        and
        vehicles, vandalism, malicious mischief and smoke damage and such other hazards
        as are included in a standard form all risk policy, as from time to time
        available, for the full replacement cost, with agreed value
        endorsement.

      


      Landlord
        shall maintain commercial general liability insurance against claims for
        bodily
        or personal injury, death and damage to personal property occurring in or
        on the
        Common Areas with a combined single limit of $2,000,000 for bodily or personal
        injury, death and property damage for each occurrence and $10,000,000 general
        aggregate.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      Section
        8.05 Tenant’s
        Insurance

      


      On
        or
        before the Lease Commencement Date and throughout the Term, Tenant, at its
        sole
        cost and expense, shall obtain and keep in force for the benefit of Landlord
        and
        Tenant, a commercial general liability broad form insurance policy or policies
        written on an occurrence basis (a) naming Landlord as an additional insured
        and
        protecting Landlord against any liability occasioned by an occurrence in,
        on or
        about the Premises and caused by an act or omission of Tenant or its agents,
        employees or contractors, and (b) containing a contractual liability endorsement
        covering the matters set forth in this Article 8. Such insurance policy shall
        be
        in such amounts, limits and types of insurance as Landlord may reasonably
        require from time to time, but no more often than every two (2) years. As
        of the
        date of this Lease, Landlord requires limits of liability of not less than
        the
        following amounts: Three Million ($3,000,000) Dollars combined single limit
        for
        bodily or personal injury, death and property damage, and Three Million
        ($3,000,000) Dollars general aggregate. Each insurance policy shall contain
        a
        clause that such policy and the coverage evidenced thereby shall be primary
        with
        respect to any policies carried by Landlord, and that any coverage carried
        by
        Landlord shall be excess insurance. The insurance policy required by this
        Article 8 may be furnished by Tenant under a blanket policy carried by Tenant,
        provided that such blanket policy shall (a) contain an endorsement that names
        Landlord as an additional insured, (b) specifically reference the Premises
        and
        (c) guarantees the limits of liability required by this Article 8. Prior
        to
        Tenant's use and occupancy of the Premises, Tenant shall furnish Landlord
        with a
        certificate of insurance prepared by Tenant's insurer using ACORD Form 27
        certifying that such insurance policy has been issued, and evidencing the
        amount, limits and types of insurance required by this Article 8, together
        with,
        upon request of Landlord, a copy of the insurance policy. The certificate(s)
        shall contain an endorsement that the insurer will not cancel or refuse to
        renew
        such insurance policy, or change in any material way the nature or extent
        of the
        coverage provided without first giving Landlord thirty (30) days' prior written
        notice of any such cancellation, refusal to renew or material change. In
        the
        event Tenant fails to obtain, maintain and/or pay for the insurance required
        under this Article 8, Landlord shall have the right, but not the obligation,
        at
        any time and from time to time, following notice, to obtain such insurance
        and/or pay the premiums therefor for the account of Tenant. In the event
        Landlord obtains such insurance and/or pays the premiums therefor, Tenant
        shall
        immediately, upon demand of Landlord, reimburse Landlord for all sums so
        paid by
        Landlord together with interest thereon and any costs or expenses incurred
        by
        Landlord in connection therewith, including reasonable attorneys' fees. Tenant's
        failure to provide and keep in force the aforementioned insurance shall be
        regarded as a material default hereunder entitling Landlord to exercise any
        or
        all remedies available to Landlord under this Lease, at law or in
        equity.

      


      On
        or
        before the Commencement Date and throughout the Term, Tenant, at its sole
        cost
        and expense, shall obtain and keep in force worker's compensation insurance
        in
        statutory amounts covering all of Tenant's employees engaged at the Premises,
        and shall provide certificates of such insurance to Landlord upon
        request.

      


      Section
        8.06 Waiver
        of Subrogation

      


      (a) Landlord
        discharges and releases Tenant, to the extent of the Landlord’s insurance
        coverage, but only with respect to loss and damage occurring during such
        time as
        Landlord’s policies of insurance shall contain an operative clause or
        endorsement providing that such discharge or release shall not affect the
        policy
        or the right of the Landlord to recover thereunder, even if such loss or
        damage
        may have been brought about by the fault or neglect of Tenant, its agents
        or
        employees, for or on account of any and all claims and liabilities arising
        out
        of any loss or damage during the Term to any property of the Landlord caused
        by
        (i) fire and such risks as are customarily covered under an all risk policy,
        and
        (ii) such other risks as are covered by insurance which the Landlord may
        desire
        to procure. Landlord shall take commercially reasonable steps to obtain
        insurance with such operative clause or endorsement (i.e., the waiver of
        subrogation).

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      (b) Tenant
        discharges and releases Landlord, to the extent of Tenant’s insurance coverage,
        but only with respect to loss and damage occurring during such time as the
        Tenant’s policies of insurance shall contain an operative clause or endorsement
        providing that such discharge or release shall not affect the policy or the
        right of the Tenant to recover thereunder, even if such loss or damage may
        have
        been brought about by the fault or neglect of Landlord, its agents or employees,
        for or on account of any and all claims and liabilities arising out of any
        loss
        or damage during the Term to any property of Tenant caused by (i) fire and
        such
        other risks as are customarily covered under an all risk policy, and (ii)
        such
        other risks as are covered by insurance which Tenant may desire or be obligated
        to procure. Tenant shall take commercially reasonable steps to obtain insurance
        with such operative clause or endorsement (ie, the waiver of
        subrogation).

      


      Section
        8.07 Tenant's
        Equipment and other Personal Property at Tenant's Risk;
        Insurance

      


      All
        of
        the equipment and property of every kind, nature and description of Tenant
        and
        all persons claiming by, through or under Tenant which, during the term of
        this
        Lease or any occupancy of the Premises by Tenant or anyone claiming under
        Tenant, may be in the Premises or elsewhere in the Building or on the Property
        shall be at the sole risk and hazard of Tenant, and if the whole or any part
        thereof shall be destroyed or damaged by fire, electrical failure, explosion,
        water or otherwise, or by the leakage or bursting of water pipes, steam pipes,
        or other pipes, by theft or from any other cause, no part of said loss or
        damage
        shall be charged to or be borne by Landlord, except that Landlord shall in
        no
        event be released, indemnified or held harmless or exonerated for loss or
        damage
        due to Landlord's gross negligence or willful misconduct.

      


      Tenant
        shall, at its expense, maintain throughout the Term property insurance including
        standard fire and extended coverage insurance, vandalism and malicious mischief
        endorsements, and "all-risks" coverage upon all equipment and property owned
        by
        Tenant and located in the Building, in the full replacement cost
        thereof.

      


      Tenant
        shall provide certificates of insurance in form satisfactory to Landlord
        before
        the Commencement Date, and shall provide certificates evidencing renewal
        at
        least thirty (30) days before the expiration of any such policy. All policies
        shall contain an endorsement requiring at least thirty (30) days' prior written
        notice to Landlord prior to any material change, reduction, cancellation
        or
        other termination.

      
         

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

      

      


      ARTICLE
        9

      UTILITY
        SERVICES AND UTILITIES

      


      Section
        9.01 Services
        and Utilities to be Furnished by Landlord

      


      Commencing
        on the Lease Commencement Date:

      (a)
         Landlord
        shall furnish electrical services to the Premises, the cost of which shall
        be
        payable by Tenant.

      


      (b)  Landlord
        shall provide the maintenance and repair services described in Section 6.01
        hereof.

      


      (c)  Landlord
        will arrange for contract carcass and tissue disposal, if requested by Tenant,
        the cost of which shall be payable by Tenant. In any event, biosecurity with
        respect to such disposal shall be maintained by Tenant at all times.


      


      (d)  All
        other
        utilities, including but not limited to any fuel, gas, septic pump-outs and
        associated waste disposal costs, shall be payable by the Tenant.

      


      Section
        9.02 Interruptions
        and Delays

      


      Landlord
        shall not be liable to Tenant for any compensation or reduction of rent by
        reason of inconvenience or annoyance or for loss of business arising from
        the
        necessity of Landlord or its agents' entering the Premises for any of the
        purposes authorized in this Lease, or for repairing the Premises or any portion
        of the Building, however the necessity may occur. In case power or any other
        service is interrupted, or in case Landlord is prevented or delayed from
        providing access to the Premises in making any repairs, alterations or
        improvements, or furnishing any services or performing any other obligation
        to
        be performed on Landlord's part, Landlord shall not be liable to Tenant
        therefor, nor, except as expressly otherwise provided below, shall Tenant
        be
        entitled to any abatement or reduction of rent by reason thereof, nor shall
        the
        same give rise to a claim in Tenant's favor that such failure constitutes
        actual
        or constructive, total or partial, eviction from the Premises. Notwithstanding
        the above, if any services are interrupted for three consecutive days and
        are
        directly related to the gross or willful negligence of Landlord, rent payable
        hereunder shall abate from the first day of interruption until services are
        restored.

      


      Landlord
        reserves the right to stop any service or utility system when necessary by
        reason of accident or emergency, or until necessary repairs have been completed;
        provided, however, that in each instance of stoppage Landlord shall exercise
        reasonable diligence to eliminate the cause thereof. Except in case of emergency
        repairs, Landlord will give Tenant reasonable advance notice of any contemplated
        stoppage and will use reasonable efforts to avoid unnecessary inconvenience
        to
        Tenant by reason thereof. Landlord also reserves the right to institute such
        policies, programs and measures as may be required to comply with applicable
        laws, codes, rules, regulations, policies or standards; provided, however,
        that
        Landlord shall make reasonable efforts to comply with such laws in a manner
        that
        does not adversely affect Tenant’s use of the Premises for the Permitted Uses.


       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        10

      LANDLORD’S
        ACCESS TO PREMISES

      


      Section
        10.01 Right
        of Entry 

      


      Landlord
        and its agents after reasonable notice (which may be oral), except in the
        case
        of an emergency, as defined in Section 2.04 of this Lease, when no notice
        shall
        be required, shall have the right, in accordance with the Entry Safeguards,
        to
        enter and examine the Premises during normal business hours and, if Landlord
        shall so elect and at Landlord’s sole cost, to make any installations,
        alterations, repairs or replacements Landlord may deem necessary, provided
        that
        they (i) are made with first class materials and workmanship; and (ii) do
        not
        unreasonably interfere with Tenant's use of the Premises and are in compliance
        with all applicable laws, including FDA requirements related to the Permitted
        Uses. Except in the case of an emergency, as defined in Section 2.04 of this
        Lease, Landlord and its agents shall be accompanied by a Tenant escort, which
        Tenant shall provide with reasonable promptness following Landlord's request
        therefor. Landlord shall at all times maintain keys to all locks on doors
        or
        gates to the Premises. Tenant shall not change any locks without Landlord's
        approval and a violation of this provision shall constitute a material default
        by Tenant.

      


      ARTICLE
        11

      CASUALTY
        AND EMINENT DOMAIN

      


      Section
        11.01  Casualty
        and Eminent Domain

      


      In
        case
        during the Term all or any substantial part of the Premises or the Building
        are
        damaged materially by fire or other casualty or are taken by eminent domain,
        this Lease shall terminate at Landlord's election, by notice given to Tenant
        within ninety (90) days after the date of casualty or taking, specifying
        the
        effective date of termination. The effective date of termination specified
        by
        Landlord shall not be less than fifteen (15) nor more than thirty (30) days
        after the date of notice of such termination. If this lease is so terminated,
        all rent shall abate from the date the Tenant ceased using the Premises.
        Unless
        terminated pursuant to the foregoing provisions, this Lease shall remain
        in full
        force and effect following any such damage or taking subject, however, to
        the
        following provisions. If the Premises are rendered unfit for use and occupation
        and this Lease is not so terminated, Landlord shall use due diligence (following
        the expiration of the period in which Landlord may terminate this Lease pursuant
        to the foregoing provisions of this Section) to put the Premises, or in case
        of
        a taking what may remain thereof, (excluding Tenant's equipment and any other
        installations or improvements made by Tenant in the Premises or elsewhere
        in the
        Building) into proper condition for use and occupancy, subject to zoning
        and
        building codes and other laws, rules and regulations then in effect. A just
        proportion of the rent and other charges to Tenant hereunder according to
        the
        nature and extent of the injury shall be abated from the date of such casualty
        or taking until the Premises shall have been put by Landlord in such condition
        (but if the remaining Premises are not usable for the Permitted Uses, then
        the
        entire rent shall abate); and in case of a taking which permanently reduces
        the
        area of the Premises, a just proportion of the Base Rent and additional rent
        shall be abated for the remainder of the Term. Notwithstanding anything to
        the
        contrary, if the Premises are not restored within180 days after the casualty,
        then Tenant may terminate this Lease upon thirty (30) days’ prior written
        notice, if the Premises are not restored within such 30 day period. In the
        event
        of a taking, if the portion of the Premises remaining after the taking is
        not
        sufficient to allow for the Permitted Uses, in Tenant’s reasonable judgment,
        then Tenant may terminate this Lease upon thirty (30) days’ prior written
        notice. 

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      Section
        11.02 Award
        

      


      Landlord
        reserves to itself any and all rights to receive awards made for damages
        to the
        Premises or the Property and the leasehold hereby created, or any one or
        more of
        them, accruing by reason of exercise of eminent domain or by reason of anything
        lawfully done in pursuance of public or other authority. Tenant hereby releases
        and assigns to Landlord all Tenant's rights to such awards, and covenants
        to
        deliver such further assignments and assurances thereof as Landlord may from
        to
        time request. Tenant hereby irrevocably designates and appoints Landlord
        as its
        attorney-in-fact to execute and deliver in Tenant's name and on its behalf
        all
        such further assignments thereof. Nothing contained herein shall be deemed
        to
        preclude Tenant from obtaining, or to give Landlord any interest in, any
        separate award to Tenant for loss or damage to Tenant's removable equipment
        or
        personal property or Tenant's relocation costs.

      


      ARTICLE
        12

      DEFAULT

      


      Section
        12.01 Default

      


      If
        any
        default by Tenant continues after notice, except in the case of Base Rent
        or
        additional rent in which case Landlord is not obligated to send a five-day
        notice more than two (2) times in any twelve (12) month period, for more
        than
        thirty (30) days, or in any other case for more than thirty (30) days and
        such
        additional time, if any, as is reasonably necessary to cure the default if
        the
        default is of such a nature that it cannot reasonably be cured in thirty
        (30)
        days; or if Tenant makes any trust mortgage or assignment for the benefit
        of
        creditors; or if Tenant proposes any composition, arrangement, reorganization
        or
        recapitalization with creditors; or if Tenant's leasehold hereunder is taken
        on
        execution or other process of law or is attached or subjected to any other
        voluntary encumbrance; or if a receiver, trustee, custodian, liquidator or
        similar agent is appointed with respect to Tenant, or if any such person
        or a
        mortgagee, secured party or other creditor takes possession of the Premises
        or
        of any substantial part of the property of Tenant and, in either case, if
        such
        appointment or taking of possession is not terminated within thirty (30)
        days
        after it first occurs; or if a petition is filed by or with consent of Tenant
        under -any federal or state law concerning bankruptcy, insolvency,
        reorganization, arrangement or relief from creditors; or if a petition is
        filed
        against Tenant under any federal or state law concerning bankruptcy, insolvency,
        reorganization, arrangement, or relief from creditors, and such petition
        is not
        dismissed within thirty (30) days thereafter, or if Tenant dissolves or is
        dissolved or liquidated or adopts any plan or commences any proceeding, the
        result of which is intended to include dissolution or liquidation (each of
        the
        above, as well as Tenant’s failure to faithfully perform any agreement, term,
        covenant, or condition of this Lease after any applicable notice and cure
        period, constitute an “Event of Default”); then in any such case, whether or not
        the Term shall have begun, Landlord may immediately or at any time while
        such
        Event of Default exists, and without further notice, and without prejudice
        to
        any remedies which might otherwise be used, re-enter and take complete
        possession of the Premises, terminate this Lease by notice to Tenant, specifying
        a date on which this Lease shall terminate and this Lease shall come to an
        end
        on the date specified therein as fully and completely as if such date were
        the
        date herein originally fixed for the expiration of the Term, to remove Tenant’s
        effects, and Tenant shall then quit and surrender the Premises to Landlord,
        but
        Tenant shall remain liable as hereinafter provided.

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

      


      In
        the
        event that this Lease is terminated on account of an Event of Default, Tenant
        covenants to pay forthwith to Landlord, as compensation, the excess of the
        total
        Base Rent and other sums owed hereunder reserved for the residue of the Term
        over the fair market rental value of the Premises for said residue of the
        Term.
        Tenant further covenants as an additional and cumulative obligation after
        this
        Lease has been terminated to pay punctually to Landlord all the sums and
        perform
        all the obligations which Tenant covenants in this Lease to pay and to perform
        in the same manner and to the same extent and at the same time as if this
        Lease
        had not been terminated. In calculating the amounts to be paid by Tenant
        under
        the next preceding sentence, Tenant shall be credited with any amount paid
        to
        Landlord as compensation as provided in the first sentence of this paragraph
        and
        also with the net proceeds of any rent obtained by Landlord by reletting
        the
        Premises, after deducting all of Landlord's expenses in connection with such
        reletting, including, without limitation, all repossession costs, brokerage
        commissions, reasonable fees for legal services and expenses of preparing
        the
        Premises for such reletting, it being agreed by Tenant that Landlord may
        (a)
        relet the Premises or any part or parts thereof for a term or terms which
        may,
        at Landlord's option, be equal to or less than or exceed the period which
        would
        otherwise have constituted the balance of the Term and may grant such
        concessions and free rent as Landlord in its sole judgment considers advisable
        or necessary to relet the same and (b) make such alterations and repairs
        in the
        Premises as Landlord in its sole judgment considers advisable or necessary
        to
        relet the same, and no action of Landlord in accordance with the foregoing
        or
        failure to relet shall operate or be construed to release or reduce Tenant's
        liability as aforesaid.

      


      Following
        a termination of this Lease for default of Tenant, Landlord shall use
        commercially reasonable efforts to mitigate its damages.

      


      In
        lieu
        of any other damages or indemnity and in lieu of full recovery by Landlord
        of
        all sums payable under all the foregoing provisions of this Section, Landlord
        may by written notice to Tenant, at any time after this Lease is terminated
        as a
        result of an Event of Default, and before such full recovery, elect to recover,
        and Tenant shall thereupon pay, as liquidated damages, an amount equal to
        the
        aggregate of the Base Rent and all additional sums payable by Tenant under
        this
        Lease accrued under this Lease for the lesser of the twelve (12) months ended
        next prior to such termination or the date of termination under this
        Lease.

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

      
Nothing
        contained in this Lease shall limit or prejudice the right of Landlord to
        prove
        for and obtain in proceedings for bankruptcy or insolvency by reason of the
        termination of this Lease, an amount equal to the maximum allowed by any
        statute
        or rule of law in effect at the time when, and governing the proceedings
        in
        which, the damages are to be proved, whether or not the amount be greater,
        equal
        to, or less than the amount of the loss or damages referred to
        above.


      ARTICLE
        13

      SUBORDINATION
        AND ATTORNMENT

      


      Section
        13.01 Subordination
        and Attornment

      


      This
        Lease shall be subject and subordinate to the rights of the holders of any
        mortgage, deed of trust or indenture or the Landlord under any ground lease
        now
        or hereinafter placed on the Property (hereinafter "mortgagee") and to each
        advance made or hereafter to be made thereunder, and to all renewals,
        supplements, modifications, increases, consolidations, replacements and
        extensions thereof and all substitutions therefor, provided that the mortgagee
        enters into a non-disturbance agreement, reasonably satisfactory to Tenant
        and
        such mortgagee, pursuant to which the mortgagee agrees to recognize this
        Lease
        and all of Tenant's rights hereunder, provided further, however, that the
        mortgagee, or any purchaser at a foreclosure sale or otherwise (collectively,
        “Successor Landlord”) shall not be:

      


      (a) liable
        for any act or omission of a prior landlord (including the mortgagor); or
        

      


      (b) subject
        to any offset or defenses which the Tenant might have against any prior landlord
        (including the mortgagor); or

      


      (c) bound
        by
        any rent or additional rent which the Tenant might have paid in advance to
        any
        prior landlord (including the mortgagor) for any period beyond the month
        in
        which foreclosure or sale occurs; or

      


      (d) bound
        by
        any agreement or modification of this Lease made without the consent of the
        mortgagee; or

      


      (e) personally
        liable under this Lease, and the mortgagee's liability under the Lease shall
        be
        limited to the ownership interest of the mortgagee in the Property;
        or

      


      (f) liable
        for any fact or circumstance, or condition to the extent existing or arising
        prior to the mortgagee’s (or such purchaser’s) succession to the interest of the
        Landlord under this Lease and such mortgagee or such purchaser, further,
        shall not
        be
        liable except during that period of time, if any, in which such mortgagee
        or
        purchaser and Tenant are in privity of estate.

      


      Notwithstanding
        anything to the contrary contained in this Lease, Landlord shall obtain not
        later than thirty (30) days following the execution of this Lease, a non
        disturbance and attornment agreement for Tenant’s benefit in a form reasonably
        acceptable to Tenant (“Non Disturbance Agreement”) from its existing mortgagee,
        if any, of the Property. As a condition precedent to Tenant being required
        to
        subordinate its interest in this Lease to any future mortgage covering the
        Property, Landlord shall obtain for Tenant’s benefit a Non Disturbance
        Agreement.

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

      


      In
        the
        event that any mortgagee, or its successor in title, shall succeed to the
        interest of Landlord, then, Tenant shall and does hereby agree to attorn
        to such
        mortgagee or successor and to recognize such mortgagee or successor as its
        landlord. Any claim by Tenant under this Lease against the mortgagee or such
        successor shall be satisfied solely out of the mortgagee's or such successor's
        interest in the Property and Tenant shall not seek recovery against or out
        of
        any other assets of mortgagee or such successor.

      


      This
        Section 13.01 shall be self-operative, but Tenant agrees to execute and deliver
        promptly any appropriate certificates or instruments reasonably requested
        by
        Landlord or any mortgagee to carry out the subordination and attornment
        agreements contained in this Section 13.01.

      


      ARTICLE
        14

      TENANT’S
        COVENANTS

      


      Section
        14.01 Tenant’s
        Covenants during the Term and such further time as Tenant occupies any part
        of
        the Premises

      


      Tenant
        covenants and agrees as follows:

      


      a. Payments.
        To
        pay
        the Base Rent, additional rent, all charges for utility services rendered
        to the
        Premises, and all other charges and payments required hereunder by Tenant
        when
        due.

       

      b. Tenant's
        Repairs, Other Tenants, etc.
        At its
        sole risk, cost and expense: (i) to comply with all reasonable rules,
        regulations and directives issued by Landlord from time to time in writing
        with
        respect to the access, occupancy, use and operation of the Premises, the
        initial
        such rules, regulations and directives being set forth in Exhibit
        C
        provided
        that any future rules shall not interfere with Tenant’s use of the Premises for
        the Permitted Uses; (ii) to maintain the Premises and Tenant's equipment
        in good
        order, repair and condition; (iii) to promptly repair and/or replace any
        and all
        damage caused by Tenant, its employees, agents or contractors to the Premises;
        (iv) to comply with the requirements of all applicable federal, state, local
        and
        municipal authorities; and (v) not to disrupt, adversely affect or interfere
        with providers of services in the Building, or Landlord's, any tenants',
        occupants', invitees' and visitors' access to, use, occupancy and enjoyment
        of
        their respective premises on the Lot, as the case may be.

      


      c. Use.
        Not to
        use or devote the Premises or any part thereof for any purpose other than
        the
        Permitted Uses, nor use or permit any use thereof which is disorderly, improper,
        or which will in any manner materially interfere with the rights of other
        tenants, create a nuisance (provided, however, that the Permitted Uses shall
        not
        be considered a nuisance unless so obligated by a Court of competent
        jurisdiction), or which is contrary to law or ordinance; not to injure or
        deface
        the Premises, the Building or the Property or make or permit any waste with
        respect thereto; and not to dump, flush, or in any way introduce any hazardous
        or toxic substance into the sewage or other waste disposal system serving
        the
        Premises or the Building.

      


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        15

      MISCELLANEOUS

      


      Section
        15.01 Hazardous
        Material

      


      Tenant
        shall remove, clean-up and remedy any Hazardous Material on the Property,
        or any
        threat of release of Hazardous Material on the Property to the extent caused
        by
        Tenant and required by Environmental Laws, and Tenant shall be obligated
        to
        continue to pay the Base Rent and other sums due under this Lease until such
        removal, clean-up or remedy is completed in accordance with Environmental
        Laws,
        whether or not the Term of this Lease shall terminate or expire. Tenant hereby
        grants Landlord the right to inspect the Premises throughout the Term of
        this
        Lease (at reasonable times and with reasonable notice and in accordance with
        the
        Entry Safeguards, except in the event of an emergency as defined in Section
        2.04
        hereof, and with minimal interference to Tenant’s business) to determine that
        Tenant is in compliance with Environmental Laws, and Tenant agrees to provide
        Landlord with all information necessary to ascertain that Tenant is in
        compliance with Environmental Laws.

      


      Any
        release or threat of release of any Hazardous Material on the Property caused
        by
        Tenant or arising from the action or inaction of Tenant, its employees,
        invitees, contractors, or agents, any breach by Tenant of its obligations
        under
        this Article, or any violation by Tenant of the provisions of Environmental
        Laws
        shall constitute a default by Tenant under this Lease. In the event of such
        a
        default, notwithstanding any contrary provision contained herein, following
        Tenant’s failure to cure following receipt of written notice from Landlord,
        Landlord shall have the additional right, but not the obligation, to take
        any
        action or perform any act required of Tenant to such extent and in such manner
        as Landlord deems appropriate, including paying necessary costs, fees and
        reasonable attorneys' fees. The making of any such payment or the performing
        of
        any such act by Landlord shall not waive or release Tenant from its obligations
        and agreements hereunder. All amounts so paid by Landlord shall be immediately
        due and payable by Tenant to Landlord on demand, with interest thereon as
        provided in this Article.

      


      Landlord,
        in addition and not in limitation of its rights in the preceding paragraph,
        shall have the right to enforce Tenant's obligations under this Section by
        taking legal action seeking, without limitation, injunctive relief.

      


      The
        provisions of this Section shall survive the expiration or termination of
        this
        Lease

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

      


      Section
        15.02 Landlord’s
        Authority and Status

      


      Landlord
        hereby represents and warrants that: (a) Landlord is a duly-qualified
        corporation in good standing in Delaware as of the date hereof; (b) all future
        forms, reports, and/or other documents or fees necessary to comply with all
        laws
        applicable to Landlord’s corporate status will be filed or paid when due; (c)
        the undersigned executing this Lease on behalf of the Landlord is duly elected
        and a qualified officer of Landlord; and (d) Landlord has been authorized
        to
        enter into this Lease pursuant to a duly adopted resolution of its Board
        of
        Directors.

      


      Section
        15.03 Tenant’s
        Authority and Status

      


      Tenant
        hereby represents and warrants that: (a) Tenant is a duly-qualified corporation
        in good standing in the State of Delaware as the date hereof; (b) all future
        forms, reports, and/or other documents or fees necessary to comply with all
        laws
        applicable to Tenant’s legal status will be filed or paid when due; (c) the
        undersigned executing this Lease on behalf of the Tenant is duly elected
        and a
        qualified representative of Tenant; and (d) within sixty (60) days of the
        date
        of this Lease, Tenant will provide Landlord with a duly adopted resolution
        of
        its Board of Directors ratifying and confirming the undersigned’s execution of
        this Lease.

      


      Section
        15.04 Relationship
        of the Parties

      


      Nothing
        contained in this Lease shall be deemed or construed, either by the parties
        hereto or by any third person, to create the relationship of principal and
        agent, of partnership, of joint venture, of trustee and beneficiary, or of
        any
        association between Landlord and Tenant. Neither the Landlord’s or Tenant’s
        obligations with respect to the Common Areas, nor any other term or provision
        of
        this Lease, shall be deemed to create any relationship between the parties
        hereto other than that of landlord and tenant.

      


      Section
        15.05 Notices

      


      a. Whenever
        under the terms of this Lease a written notice is required, or whenever a
        written notice of communication is sent, the same will be accomplished by
        Registered or Certified Mail, Return Receipt requested or by Federal Express
        or
        similar overnight mail, postage prepaid, addressed to the parties at the
        address
        set forth in Article 1, or to a different address if notice of such different
        address is sent in accordance with the terms hereof, and, if intended for
        Landlord, with a copy to Michael P. Angelini, Esq., Bowditch & Dewey, LLP,
        311 Main Street, Worcester, Massachusetts 01608 and, if intended for Tenant,
        with a copy to Istvan Benko, Esquire, Troy & Gould, 1801 Century Park East,
        16th
        Floor,
        Los Angeles, California 90067. Notice will be deemed given upon receipt or
        refusal to accept delivery.

      


      b. Tenant
        hereby authorizes Landlord to rely, in connection with design, installation,
        operations, repairs and maintenance, upon approval and other actions taken
        by
        Tenant's Representative, or any person hereafter designated in substitution
        by
        notice given to Landlord pursuant to paragraph (a) above. Landlord shall
        be
        entitled to disregard conflicting instructions or information received from
        other persons purporting to act on behalf of Tenant.

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      Section
        15.06 Estoppel
        Certificates

      


      Landlord
        and Tenant will, without charge, at any time and from time to time, within
        ten
        (10) business days after request by the other party, by written instrument
        duly
        executed and acknowledged and in recordable form, certify:

      


      
        	
                (a)

              	
                That
                  this Lease is unmodified and in full force and effect, (or, if
                  there has
                  been a modification, that the same is in full force and effect
                  as modified
                  and stating the modification);

              


      

      


      
        	
                (b)

              	
                The
                  dates, if any, to which the rent and other charges hereunder have
                  been
                  paid in advance;

              


      

      


      
        	
                (c)

              	
                Whether,
                  to the knowledge of the other party, the requesting party is in
                  default in
                  the performance of any covenant, condition or agreement on its
                  part to be
                  performed and the nature of its default, if any;
                  and

              


      

       

      
        
          	
                  (d)

                	
                  As
                    to such other pertinent factual information as either party may
                    reasonably
                    request.

                


        

      

      


      Section
        15.07 Force
        Majeure

      


      If
        either
        party shall be delayed or prevented from the performance of any act required
        hereunder by reason of acts of God, strikes, lockouts, labor troubles, inability
        to procure materials, restrictive governmental laws or regulations or other
        cause without fault and beyond the control of the party obligated to perform
        (financial inability excepted), performance of such act shall be excused
        and
        extended for a period equivalent to the period of such delay; provided, however,
        except as may be expressly provided elsewhere in this Lease, nothing contained
        herein shall excuse Tenant from the prompt payment of any rent or other payments
        required hereunder.

      


      Section
        15.08 Quiet
        Enjoyment

      


      Landlord
        covenants, warrants and agrees that as long as there is no Event of Default
        by
        Tenant, Tenant shall peaceably and quietly have, hold, and enjoy the Premises
        for the Term without molestation or disturbance by Landlord, and anyone claiming
        by, through or under Landlord.

      


      Section
        15.09 Holding
        Over; Surrender

      


      a. If
        Tenant
        shall hold over in the Premises after the end of the Term, Tenant shall be
        liable to Landlord for all damages, direct and indirect, for such holding
        over
        from and after the expiration of the Term. In addition, and without requirement
        of notice, Tenant's occupancy of the Premises shall be at a per diem rate
        equal
        to one and one-half (1 1/2) times the Base Rent and additional rent payable
        by
        Tenant during the last twelve (12) full calendar months of the Term, divided
        by
        360 payable for each day of holdover. Nothing in this Section shall be deemed
        to
        alter, amend or modify any terms of this Lease. The payments to and acceptance
        by Landlord of the amount set forth in this paragraph shall not be construed
        as
        the creation or renewal of any rights of Tenant in or to the Premises including,
        without limitation, the creation or acknowledgment of a month to month tenancy
        in the Premises. 

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      b. On
        the
        date upon which the Term shall expire and come to an end, whether pursuant
        to
        any of the provisions of this Lease or by operation of law, Tenant, at Tenant's
        sole cost and expense, shall (i) quit and surrender the Premises to Landlord,
        in
        good order and condition, ordinary wear, tear and casualty excepted (provided,
        however, any casualty is not caused by Tenant or Tenant's agents', employees',
        invitees' or contractors' negligent, willful or wrongful acts or omissions),
        and
        (ii) remove all of Tenant's equipment, Tenant's personal property and all
        other
        movable property and effects of Tenant and all persons claiming through or
        under
        Tenant from the Premises and the Building, and (iii) repair all damage to
        the
        Premises or the Building occasioned by such removal. Tenant shall not be
        required to remove any affixed alterations or improvements, whether made
        or
        installed by Landlord or Tenant. Landlord shall have the right to retain
        any
        property and effects which shall remain in the Premises or the Building after
        the expiration, or sooner termination, of the Term, except for any back-up
        generator paid for and installed by Tenant, if any, unless Tenant fails to
        remove such generator within thirty (30) days after the expiration; or sooner
        termination of the Term, in which case such generator shall become the property
        of Landlord.

      


      Section
        15.10 Landlord's
        Failure to Enforce

      


      The
        failure of Landlord to seek redress for violation of, or to insist upon strict
        performance of, any covenant or condition of this Lease, or with respect
        to such
        failure of Landlord to enforce any of the rules and regulations, whether
        heretofore or hereafter adopted by Landlord, shall not be deemed a waiver
        of
        such violation nor prevent a subsequent act which would have originally
        constituted a
        violation, from having all the force and effect of an original violation,
        nor
        shall the failure of Landlord to enforce any of said rules and regulations
        against any other tenant of the Building be deemed a waiver of any such rule
        or
        regulation. The receipt by Landlord of Base Rent or additional rent with
        knowledge of the breach of any covenant of this Lease shall not be deemed
        a
        waiver of such breach. No provision of this Lease shall be deemed to have
        been
        waived by Landlord, or by Tenant, unless such waiver be in writing signed
        by the
        party to be charged. No consent or waiver, express or implied, by Landlord
        or
        Tenant, to or of any breach of any agreement or duty shall be construed as
        a
        waiver or consent to or of any other breach of the same or any other agreement
        or duty.

      


      Section
        15.11 Partial
        Invalidity

      


      If
        any
        term, covenant, condition, or provision of this Lease, or the application
        thereof to any person or circumstances is, at any time or to any extent,
        invalid
        or unenforceable, the remainder of this Lease, or the application of such
        term
        or provision to persons or circumstances other than those as to which this
        Lease
        is held invalid or unenforceable, will not be affected thereby, and each
        term,
        covenant, condition, and provision of this Lease will be valid and be enforced
        to the fullest extent permitted by law.

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      Section
        15.12 Interpretation

      


      This
        Lease will be interpreted and enforced in accordance with the laws of The
        State
        of Connecticut. Whenever the contents of any provision require it, the singular
        number will be deemed to include the plural number, a pronoun in one gender
        includes and applies to other genders as well, and the neuter gender includes
        the masculine and the feminine.

      


      Section
        15.13 Litigation
        Expenses

      


      If
        at any
        time after the date hereof, either Landlord or Tenant shall institute any
        action
        or proceeding against the other relating to the provisions of this Lease,
        or any
        default hereunder, the unsuccessful party in such action or proceeding, after
        all appeals, shall reimburse the prevailing party for all reasonable fees,
        costs
        and expenses (including, without limitation, reasonable attorneys’ fees)
        incurred therein by such prevailing party (including fees, costs, and expenses
        as such prevailing party may incur on any appeal from such action or
        proceeding). All such fees, costs and expenses shall be recoverable as items
        of
        cost without the necessity of any cross action by the successful party. The
        provisions of this Section shall survive the expiration or earlier termination
        of this Lease.

      


      Section
        15.14 Binding
        on Successors and Assigns

      


      Except
        as
        otherwise provided in this Lease, all covenants, agreements, provisions,
        and
        conditions of this Lease will be binding on and inure to the parties hereto
        and
        their respective personal representatives, successors, and assigns.


      


      Section
        15.15 Self-Help

      


      If
        at any
        time there is an uncured Event of Default in the performance of any obligation
        by Tenant under this Lease, Landlord shall have the immediate right, but
        shall
        not be obligated, to enter upon the Premises in accordance with the Entry
        Safeguards as set forth in Section 2.04 hereof, and to perform such obligation,
        notwithstanding the fact that no specific provision for such substituted
        performance by Landlord is made in this Lease with respect to such Event
        of
        Default. In performing such obligation, Landlord may make any payment of
        money
        or perform any other act. All sums so paid by Landlord together with interest
        at
        an annual rate equal to the rate specified in this Article 15 and all necessary
        incidental costs and expenses in connection with the performance of any such
        act
        by Landlord, shall be payable by Tenant to Landlord within ten (10) days
        following notice to Tenant. Landlord may exercise the foregoing rights without
        waiving any other of its rights or releasing Tenant from any of its obligations
        under this Lease.

      


      Notwithstanding
        anything to the contrary contained in this Lease, if Landlord shall fail
        to
        perform any of the terms, provisions, covenants or conditions to be performed
        or
        complied with by Landlord pursuant to this Lease after expiration of a 30
        day
        notice period, then Tenant may, at Tenant's option, without any obligation
        to do
        so, after delivery of an additional 5 day written notice to Landlord, perform
        any such term, provision, covenant, or condition. If Tenant so performs any
        of
        Landlord's obligations hereunder, and all necessary incidental costs and
        expenses in connection with the performance of any such act by Tenant shall
        be
        payable by Landlord within thirty (30) days after notice to Landlord, including
        interest thereon at the interest rate specified in this Article 15.

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

      


      Section
        15.16 Fees
        and Expenses; Late Charges; Interest

      


      a. Tenant
        shall pay to Landlord, within thirty (30) days' next following rendition
        by
        Landlord to Tenant of bills or statements therefor: (i) sums equal to all
        expenditures made and monetary obligations incurred by Landlord in connection
        with the remedying by Landlord of any default of Tenant, and (ii) sums equal
        to
        all expenditures made and obligations incurred in collecting or attempting
        to
        collect the Base Rent or any other sum of money accruing under this Lease
        or in
        enforcing or attempting to enforce any rights of Landlord under this Lease
        or
        pursuant to law. Such expenditures made or monetary obligations incurred
        shall
        include, without limitation, reasonable attorneys’ fees whether the attorney or
        attorneys are employees of Landlord or otherwise. Tenant’s obligations under
        this Section shall survive the expiration or sooner termination of this Lease.
        

      


      b. If
        Tenant
        shall fail to make payment in full of any installment of the Base Rent or
        any
        other sum of money accruing hereunder within five (5) days after receipt
        of
        notice of nonpayment, Landlord’s having no obligation to send such notice more
        than two (2) times in any twelve (12) month period, Tenant shall pay to
        Landlord, in addition to such installment of the Base Rent or any other sum
        of
        money accruing hereunder, a late charge of fifteen percent (15%) per annum
        of
        the sum due (hereinafter referred to as the "Late Charge"). Tenant agrees
        that
        the Late Charge is fair and reasonable, complies with all legal requirements
        and
        constitutes an agreement between Landlord and Tenant as to the estimated
        compensation for costs and administrative expenses incurred by Landlord due
        to
        the late payment of the Base Rent or any other sum of money accruing under
        this
        Lease. Tenant further agrees that the Late Charge assessed pursuant to this
        Lease is not interest, and the Late Charge assessed does not constitute a
        lender
        or borrower/creditor relationship between Landlord and Tenant. Notwithstanding
        anything contained in this Lease to the contrary, in addition to paying the
        Late
        Charge to Landlord as hereinabove specified, Tenant shall pay to Landlord
        within
        thirty (30) days after demand therefor, a sum equal to the Interest Rate
        (as
        hereinafter defined) applied to the amount of the Base Rent or any other
        sum of
        money accruing under this Lease computed from the date such payment was due
        to
        and including the date of payment, if not paid within five (5) days after
        receipt of notice of nonpayment. As used in this Lease, the term “Interest Rate"
        shall mean a rate per annum equal to the lesser of (a) twelve (12%) percent
        or
        (b) the maximum applicable lawful rate then in effect, if any.

      


      Section
        15.17 Limitations
        on Liability

      


      EXCEPT
        FOR OBLIGATIONS ARISING IN CONNECTION WITH ANY INDEMNITY BY LANDLORD OR TENANT
        SET FORTH HEREIN, OR IN THE EVENT OF WILLFUL MISCONDUCT, NEITHER PARTY SHALL
        BE
        LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT OR REVENUE, NOR FOR ANY
        CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ON ACCOUNT
        OF
        ANY DEFAULT OR FAILURE BY A PARTY IN PERFORMING ANY OBLIGATION HEREUNDER.
        Tenant
        shall look solely to Landlord’s estate and interest in the Property, including
        rental proceeds, insurance proceeds, and condemnation proceeds, for the
        satisfaction of any right of Tenant for the collection of a judgment or other
        judicial process requiring the payment of money by Landlord, and no other
        property or assets of Landlord, Landlord’s shareholders, officers, directors or
        affiliates shall be subject to levy, lien, execution, attachment, or other
        enforcement procedure for the satisfaction of Tenant’s rights and remedies under
        or with respect to this Lease, the relationship of Landlord and Tenant hereunder
        or under law, or Tenant’s use of the Premises or any other liability of Landlord
        to Tenant. No landlord hereunder shall be liable under this Lease except
        for
        breaches of such landlord’s obligations occurring while such landlord was a
        holder of an interest in the Property.

      


      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

      Section
        15.18 Captions

      


      The
        captions of the paragraphs of this Lease are solely for convenience and will
        not
        be deemed a part of this Lease for the purpose of construing the meaning
        thereof, or for any other purpose.

      


      Section
        15.19 Entire
        Agreement

      


      This
        Lease contains the entire agreement of the parties hereto with respect to
        the
        letting and hiring of the Premises described above and this Lease may not
        be
        amended, modified, released, or discharged in whole or in part, except by
        an
        instrument in writing signed by the parties hereto, their respective successors
        or assigns.

      


      Section
        15.20 Brokerage

      


      Landlord
        and Tenant each represent that they have not dealt with any brokers in
        connection with this transaction and each agrees to indemnify the other against
        any loss, cost, liability or expenses incurred by the other on account of
        such
        representation being false.

      


      Section
        15.21 Confidentiality

      


      Each
        party acknowledges that in the course of the performance of this Lease it
        may
        have access to privileged and proprietary information claimed to be unique,
        secret, and confidential, and which constitutes the exclusive property and
        trade
        secrets of the other ("Proprietary Information"). Whether or not this
        information is presented in documents marked with a restrictive notice or
        otherwise tangibly designated as proprietary or otherwise identified in writing
        or orally as being Proprietary Information, each party agrees that any
        information that is (i) is used in a business; (ii) is not
        generally
        known to the public or to persons who can obtain economic value from its
        disclosure; and (iii) is subject to efforts to maintain its secrecy
        or
        confidentiality shall be deemed to be Proprietary Information. Proprietary
        Information shall include, but is not limited to trade secrets, inventions,
        processes, procedures, reports, results, analyses, know-how, formulas, computer
        software, names of suppliers, medical information, information related to
        research and development, experiments, and data related thereto; business
        plans
        and analyses; and financial data, in whatever form or medium, including by
        computer or observation. Each party agrees to maintain the confidentiality
        of
        the Proprietary Information and to use the same degree of care as it uses
        with
        regard to its own proprietary information to prevent the disclosure, publication
        or unauthorized use of the Proprietary Information. Neither party may duplicate,
        copy, or use Proprietary Information of the other party. Either party shall
        be
        excused from these nondisclosure provisions if the Proprietary Information
        received from the other party has been, or is subsequently, made public by
        the
        other party, is independently developed by such party, disclosed pursuant
        to
        order by a court or government agency, or if the other party gives its express,
        prior written consent to the disclosure of the Proprietary Information. The
        parties agree that the restrictions contained in this Section 15.21 are
        reasonably necessary to protect the legitimate business interests of each
        party,
        and that any violation of these restrictions could result in irreparable
        injury
        for which damages will not be an adequate remedy. Each party therefore
        acknowledges that, without limiting its rights to seek damages and other
        compensation, if any such restrictions are violated, the non-breaching party
        shall be entitled to preliminary and injunctive relief against the breaching
        party, without the need to prove damages and without the need to post a bond
        or
        other security. The non-breaching party shall also be entitled to an equitable
        accounting of earnings, profits, and other benefits arising from such violation.
        The terms of this Section 15.21 shall survive the termination of this
        Lease.

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

      


      Section
        15.22  Submission
        Not an Option

      


      The
        submission of this Lease, or a summary of some or all of its provisions for
        examination, does not constitute a reservation of or option for the Premises
        or
        an offer to lease, and it is not effective as a lease or otherwise until
        the
        execution by and delivery to both Landlord and Tenant.

      


      Section
        15.23 Acceptance
        of Partial Payments of Rent; Delivery of Keys

      


      No
        acceptance by Landlord of a lesser sum than the Base Rent and additional
        rent
        then due shall be deemed to be other than on account of the earliest installment
        of such rent due, nor shall any endorsement or statement on any check or
        any
        letter accompanying any check or payment as rent be deemed an accord and
        satisfaction, and Landlord may accept such check or payment without prejudice
        to
        Landlord's right to recover the balance of such installment or pursue any
        other
        remedy in this Lease provided. The delivery of keys to any employee of Landlord
        or to Landlord’s agent or any employee thereof shall not operate as a
        termination or this Lease or surrender of the Premises.

      


      Section
        15.24 Cumulative
        Remedies

      


      The
        specific remedies to which Landlord may resort under the terms of this Lease
        are
        cumulative and are not intended to be exclusive of any other remedies or
        means
        of redress to which it may be lawfully entitled in case of any breach or
        threatened breach by Tenant of any provisions of this Lease. In addition
        to
        other remedies provided in this Lease, either party shall be entitled to
        the
        restraint by injunction of the violation or attempted or threatened violation
        of
        any of the covenants, conditions or provisions of this Lease, or to a decree
        compelling specific performance of any such covenants, conditions or
        provisions.

      


      Section
        15.25 Notice
        or Memorandum of Lease Suitable for Recording

      


      The
        parties agree that they will promptly execute and deliver a Notice of Lease
        duly
        acknowledged and in recordable form setting forth, among other things, the
        names
        and addresses of the parties, a reference to this Lease and its date, a
        description of the Premises, the Lease Commencement Date and Expiration Date
        and
        such other information as either party may reasonably request and such other
        facts as may be required by the laws of The State of Connecticut to give
        appropriate notice pursuant to the recording acts. The Notice or Memorandum
        of
        Lease may be recorded by either Landlord or Tenant.

      


      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      Section
        15.26 Security
        Deposit

      


      Landlord
        acknowledges receipt of the Security Deposit from Tenant as security for
        the
        faithful performance and observance by Tenant of the terms, provisions and
        conditions of this Lease. The Security Deposit will be held by Landlord as
        security and without any obligation to segregate the Security Deposit from
        any
        other funds held by Landlord or to accrue interest thereon for the benefit
        of
        Tenant, except as otherwise required by applicable law. In the event of an
        Event
        of Default by Tenant occurs hereunder, Landlord may use, apply or retain
        the
        whole or any part of the Security Deposit so deposited to the extent required
        for payment of any Base Rent or any other sum as to which Tenant is in default,
        or to reimburse Landlord for any sum which Landlord may expend or may be
        required to expend by reason of such event of default, including but not
        limited
        to any damage or deficiency accrued before or after summary proceedings or
        other
        re-entry by Landlord. It is agreed that Landlord shall always have the right
        to
        apply the Security Deposit, or any part thereof, as aforesaid, without prejudice
        to any other remedy or remedies which Landlord may have, or Landlord may
        pursue
        any other such remedy or remedies in lieu of applying the Security Deposit
        or
        any part thereof. If Landlord shall apply the Security Deposit or any part
        thereof, as aforesaid, Tenant shall, upon demand, pay to Landlord the amount
        so
        applied to restore the Security Deposit to the amount set forth in Section
        1.02.
        If there is no uncured Event of Default at the termination of the Lease,
        the
        Security Deposit shall be returned to the Tenant after the date fixed as
        the end
        of the Term and after delivery of entire possession of the Premises to Landlord.
        In the event of a sale or other transfer of the Property, Landlord shall
        transfer the Security Deposit to the purchaser or transferee and Landlord
        shall
        thereupon be released by Tenant from all liability for the return of the
        Security Deposit; and Tenant agrees to look to the new owner solely for the
        return of said Security Deposit. The holder of any mortgage upon property
        of
        which the Premises are a part or of any ground lease that is superior to
        this
        Lease shall never be responsible to Tenant for the Security Deposit or its
        application or return unless the Security Deposit shall actually have been
        received in hand by such holder. Tenant further covenants that it will not
        assign or encumber or attempt to assign or encumber the Security Deposit
        and
        that neither Landlord nor it successors or assigns shall be bound by any
        such
        assignment, encumbrance, attempted assignment or attempted
        encumbrance.

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

      Section
        15.27 Signage

      


      Landlord
        agrees that Tenant shall have the right to install a sign on the front exterior
        of the Building for its corporate identification, all subject to Landlord’s
        prior approval which shall not be unreasonably withheld, such signs to be
        erected in accordance with all applicable laws, codes and
        regulations.

      


      Section
        15.28  Related
        Services

      


      a. All
        animal procedures including isolation quarantine, treatment and surgeries
        involving the swine herd will be submitted to Landlord’s confidential IACUC for
        review and approval. Any changes to the approved protocols need to be reported
        to Landlord’s IACUC on the appropriate forms. IACUC facility inspections will be
        conducted twice a year. Landlord also requests notice of animal receiving.
        

       

      b. Tenant
        understands that Landlord will be housing other animals on Bellwether Farm,
        including swine and other species. Any related disease concerns must be reported
        within 24 hours by and to both parties.

      


      c. Employees
        working inside the swine facility will be Tenant’s employees. However, they will
        adhere to Landlord’s rules and regulations. 

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF,
        Landlord and Tenant have executed this Lease as an instrument under seal
        effective as of the day and year first above written.

      


      
        	
                Landlord

                 

              	 	 	Tenant
	
                AMERICAN INTEGRATED BIOLOGICS, INC.

                 

                 

              	 	 	ARBIOS TECHNOLOGIES, INC.
	By:	 	 	By: 
	
                

              	 	 	
                

              
	Name:
Title:	 	 	Name:
Title:


      

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

      (Description
        of Lot)

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A-1

      (Plan
        showing the Building)

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

      (Base
        Rent)

       

      

        
          	
                  YEAR

                	
                  ORIGINAL
                    TERM

                  ANNUAL
                    RENT

                	
                  MONTHLY
                    PAYMENTS

                
	
                  1

                	
                  $144,108.00

                	
                  $12,009.00

                
	
                  2

                	
                  $144,108.00

                	
                  $12,009.00

                


        

      

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        C

      Initial
        Rules, Regulations and Directives

      


      Tenant
        shall faithfully comply with the following Rules, Regulations and Directives.
        Landlord shall enforce such Rules, Regulations and Directives in a
        non-discriminatory manner. However, Landlord shall not be responsible to
        Tenant
        for the nonperformance of any of said Rules, Regulations and Directives by
        or
        otherwise with respect to the acts or omissions of any other tenants or
        occupants of the Property. Landlord will, however, use commercially reasonable
        efforts to enforce these rules in a uniform manner. In the event of any conflict
        between the Rules and Regulations and Directives and the other provisions
        of
        this Lease, the latter shall control.

      


      1. Tenant
        shall not alter any lock or install any new or additional locks or bolts
        on any
        doors or windows of the Premises without Landlord's prior written consent;
        provided, however, Tenant, at its own expense, may install its own non-standard
        security device of which Tenant shall provide Landlord with a key or code
        for
        access to the Premises. Upon the termination of this Lease, Tenant shall
        return
        to Landlord all keys to areas of the Building then held by Tenant. Tenant
        shall
        pay to Landlord the cost of lock changes or repairs required by Tenant and
        replacing lost keys or of changing the lock(s) opened by such lost key if
        Landlord deems it necessary.

       

      2. Tenant,
        its employees and agents must be sure that the doors to the Building are
        securely closed and locked when leaving after the normal business hours for
        the
        Building. Landlord may refuse to admit to or may expel from the Property
        any
        person who does not have proper identification or previously arranged access
        pass, or who, in Landlord’s judgment, is under the influence of liquor or drugs
        or who violates any of these Rules and Regulations. Landlord will furnish
        passes
        to persons for whom Tenant requests same in writing. Tenant shall be responsible
        for all persons for whom Tenant requests passes and shall be liable to Landlord
        for all acts of such persons. The Landlord and its agents shall not be liable
        for damages for any error in admitting or excluding any person. Landlord
        reserves the right to prevent access to the Property during any invasion,
        riot
        or other commotion by any means it deems appropriate for the safety and
        protection of life and property.

      


      3. Landlord
        may require that equipment and other heavy objects stand on supports of such
        thickness, design and where designated in the Premises that it deems necessary
        to properly distribute the weight or prevent any noise, vibration or annoyance.
        Landlord will not be responsible for loss of or damage to any such equipment
        or
        property in any case. Tenant shall not overload the floor of the Premises.
        Any
        damage to any part of the Building, its contents, occupants or visitors by
        moving or maintaining any such equipment or other property shall be the sole
        responsibility and expense of Tenant.

       

      4. The
        requirements of Tenant will be attended to only upon application at the
        management office for the Property or at such office location designated
        by
        Landlord. Employees of Landlord shall not perform any work or do anything
        outside their regular duties unless under special instructions from
        Landlord.

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

       

      5. No
        sign,
        advertisement, notice or handbill shall be exhibited, distributed, painted
        or
        affixed by Tenant on any part of the Property without Landlord's prior written
        consent. Tenant shall not disturb, solicit, peddle, or canvass any occupant
        of
        the Property and shall cooperate with Landlord and its agents to prevent
        same.

      


      6. The
        restroom fixtures shall not be used for any purpose other than that for which
        they were constructed, and no foreign substance shall be thrown therein.
        The
        expense of any stoppage or damage resulting from the violation of this rule
        shall be borne by the Tenant who, or whose employee, agent, visitor or licensee
        was responsible. 

      


      7. Tenant
        shall neither engage in any activity or store any items or materials except
        those permitted as a "Permitted Use" under this Lease, or unreasonably interfere
        with other tenants. Tenant shall provide material safety data sheets for
        any
        Hazardous Material used or kept on the Premises.

      


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

      


      9. Any
        persons employed by Tenant to do janitorial work shall be subject to the
        prior
        written approval of Landlord, and while in the Building and outside of the
        Premises, shall be subject to and under the control and direction of the
        Building Manager and Tenant shall be responsible for all acts of such
        persons.

      


      10. Tenant
        shall not, without Landlord's prior written consent: attach any awnings or
        other
        projection to the outside walls of the Building; attach any curtains, blinds,
        shades or screens in any window or door of the Premises, or otherwise sunscreen
        any window in the Building. Tenant shall be responsible for any damage to
        windows of the Premises and shall promptly repair any such damage at Tenant's
        sole cost and expense.

      


      11. Tenant
        agrees that Landlord has no obligation to provide guard service or other
        security measures for the benefit of the Premises or the Property. Tenant
        hereby
        assumes all responsibility for the protection of Tenant and its agents,
        employees, contractors, invitees and guests, and the property thereof, from
        acts
        of third parties, including keeping doors locked and other means of entry
        to the
        Premises closed. Tenant further assumes the risk that any safety and security
        devices, services and programs, whether or not provided by Landlord, may
        not be
        effective, or may malfunction or be circumvented by an unauthorized third
        party,
        and Tenant shall, in addition to its other insurance obligations under this
        Lease, obtain its own insurance coverage to the extent Tenant desires protection
        against losses related to such occurrences. Tenant shall cooperate in any
        Landlord required safety or security program.

       

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      


      Landlord
        may, at any time, change, rescind or add to any of these Rules and Regulations,
        as in Landlord's judgment may be necessary, provided, such changes do not
        interfere with Tenant's use and enjoyment of the Premises. Tenant shall not
        be
        required to abide by such Rules and Regulations until Tenant has notice of
        or
        receives a copy thereof. Tenant shall be deemed to have read these Rules
        and
        Regulations and to have agreed to abide by them as a condition of its occupancy
        of the Premises.

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      


      EXHIBIT
        D

      (Landlord’s
        Work) 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        E

      (Tenant’s
        Work)