exhibit10-13.htm


     

     

      
        

      

    

    EXHIBIT
10.13

     

     

    
      
        Industrial
Real Estate Lease

        (Multi-Tenant
Facility)

      

      


      


      ARTICLE
ONE:  BASIC
TERMS

       

      This
Article One contains the Basic Terms of this Lease between the Landlord and
Tenant named below.  Other Articles, Sections and Paragraphs of the
Lease referred to in this Article One explain and define the Basic Terms and are
to be read in conjunction with the Basic Terms.

       

      Section
1.01.  Date of
Lease:  
10/13/2008                                                                                                                                                                

       

      Section
1.02.  Landlord
(include legal entity):  CB Center,
LLC                                                                                                                                                                

       

      Address
of Landlord:  675 East 2100 South, Suite
150, Salt Lake City, Utah
84106                                                                                                                                                                

       

      Section
1.03.  Tenant
(include legal entity):  ClearOne Communications,
Inc.                                                                                                                                                                 .

       

      Address
of Tenant:   Attn: Roger Quinney, 5225
Wiley Post Way, Suite 500, Salt Lake City, Utah 84116.

       

      Section
1.04.  Property:  The
Property is part of Landlord's multi-tenant real property development known as
 California Business
Center  and described
or depicted in Exhibit "A" (the "Project").  The Project includes the
land, the buildings and all other improvements located on the land, and the
common areas described in Paragraph 4.05(a).  The Property is (include
street address, approximate square footage and description)  23,712 SF located at 1365
South Gladiola Street, Salt Lake City, Utah  .

       

      Section
1.05.  Lease
Term:  Five (5)  years beginning on  December 1,
2008  or such other date as is specified in this Lease, and ending on  November 30,
2013 .

       

      Section
1.06.  Permitted
Uses:  (See Article Five)   Warehousing/distribution
and related office use..

       

      Section
1.07.  Tenant's
Guarantor:  (If none, so state)                                                                                                                                                                  .

       

      Section
1.08.  Brokers:
(See Article Fourteen)(If none, so state)

       

      Landlord's
Broker:  Jeff Richards, CB Richard
Ellis                                                                                                                                                                 .

       

      Tenant's
Broker:  Kneel Robinson, NAI Utah
Commercial Real
Estate                                                                                                                                                                .

       

      Section
1.09.  Commission
Payable to Landlord's Broker: (See Article Fourteen) 6% of net lease
consideration to be split 50/50 .

       

      Section
1.10.  Initial
Security Deposit: (See Section 3.03) $8,000.00 .

       

      Section
1.11.  Vehicle
Parking Spaces Allocated to Tenant: (See Section 4.05)   Pro rata share of parking
spots as shown on Exhibit A directly in front of leased
property..

       

      Section
1.12.  Rent and Other
Charges Payable by Tenant:

       

      
        	
                 
      

              	
                (a)  BASE
      RENT:   Seven Thousand One
      Hundred Thirteen and 60/100  Dollars
      ($ 7,113.60 ) per
      month for the first  12  months,
      as provided in Section 3.01, and shall be increased on the first day of
      the  13th, 25th, 37th, and 49th month(s)
      after the Commencement Date, either (i) as provided in Section 3.02, or
      (ii) per the
      rent schedule below.  (If (ii) is completed, then (i) and
      Section 3.02 are inapplicable.)  Base Rent shall
      commence December 1, 2008.

              


      

       

      
        	
                Months

              	
                Base
      Rent

              


      

       

      
        	
                Thirteen
      (13) through Twenty Four (24)

              	
                $7,824.96

              


      

       

      
        	
                Twenty
      Five (25) through Thirty Six (36)

              	
                $8,062.08

              


      

       

      
        	
                Thirty
      Seven (37) through Forty Eight (48)

              	
                $8,299.20

              


      

       

      
        	
                Forty
      Nine (49) through Sixty (60)

              	
                $8,536.32

              


      

       

      
        	
                 
      

              	
                (b)  OTHER
      PERIODIC PAYMENTS: (i) Real Property Taxes (See Section 4.02); (ii)
      Utilities (See Section 4.03); (iii) Insurance Premiums (See Section 4.04);
      (iv) Tenant's Initial Pro Rata Share of Common Area Expenses 11.1% (See
      Section 4.05); (v) Impounds for Insurance Premiums and Property Taxes (See
      Section 4.08); (vi) Maintenance, Repairs and Alterations (see Article
      Six).

              


      

       

      Section
1.13.  Landlord's
Share of Profit on Assignment or Sublease: (See Section 9.05)  FIFTY 
percent ( 50 %) of
the Profit (the "Landlord's Share").

       

      Section
1.14  Riders:  The
following Riders are attached to and made a part of this Lease: (If none, so
state) Exhibit A –
Premises; Exhibit B - Renewal Option;
Exhibit C - Cancellation Provision; Exhibit D - Tenant Improvements; Exhibit E - Early
Occupancy .

       

       

      ARTICLE
TWO:  LEASE
TERM

       

      Section
2.01.  Lease of
Property For Lease Term.  Landlord leases the Property to
Tenant and Tenant leases the Property from Landlord for the Lease
Term.  The Lease Term is for the period stated in Section 1.05 above
and shall begin and end on the dates specified in Section 1.05 above, unless the
beginning or end of the Lease Term is changed under any provision of this
Lease.  The "Commencement Date" shall be the date specified in Section
1.05 above for the beginning of the Lease Term, unless advanced or delayed under
any provision of this Lease.

       

      Section
2.02.  Intentionally
Omitted

       

      Section
2.03.  Early
Occupancy.  If Tenant occupies the Property prior to the
Commencement Date, Tenant's occupancy of the Property shall be subject to all of
the provisions of this Lease.  Early occupancy of the Property shall
not advance the expiration date of this Lease.  Tenant shall pay Base
Rent and all other charges specified in this Lease for the early occupancy
period.

       


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      Section
2.04.  Holding
Over.  Tenant shall vacate the Property upon the expiration or
earlier termination of this Lease.  Tenant shall reimburse Landlord
for and indemnify Landlord against all damages which Landlord incurs from
Tenant's delay in vacating the Property.  If Tenant does not vacate
the Property upon the expiration or earlier termination of the Lease and
Landlord thereafter accepts rent from Tenant, Tenant's occupancy of the Property
shall be a  "month-to-month" tenancy, subject to all of the terms of
this Lease applicable to a month-to-month tenancy, except that the Base Rent
then in effect shall be increased by twenty-five percent (25%).

       

      


       

      ARTICLE
THREE:  BASE
RENT

       

      Section
3.01.  Time and
Manner of Payment.  Upon execution of this Lease, Tenant shall
pay Landlord the Base Rent in the amount stated in Paragraph 1.12(a) above for
the first month of the Lease Term.  On the first day of the second
month of the Lease Term and each month thereafter, Tenant shall pay Landlord the
Base Rent, in advance, without offset, deduction or prior demand.  The
Base Rent shall be payable at Landlord's address or at such other place as
Landlord may designate in writing.

       

      
        	
                 
      

              	
                Section
      3.02.  Intentionally
      Omitted

              


      

       

      Section
3.03.  Security
Deposit; Increases.

       

      
        	
                 
      

              	
                (a)
      Upon the execution of this Lease, Tenant shall deposit with Landlord a
      cash Security Deposit in the amount set forth in Section 1.10
      above.  Landlord may apply all or part of the Security Deposit
      to any unpaid rent or other charges due from Tenant or to cure any other
      defaults of Tenant.  If Landlord uses any part of the Security
      Deposit, Tenant shall restore the Security Deposit to its full amount
      within ten (10) days after Landlord's written request.  Tenant's
      failure to do so shall be a material default under this
      Lease.  No interest shall be paid on the Security
      Deposit.  Landlord shall not be required to keep the Security
      Deposit separate from its other accounts and no trust relationship is
      created with respect to the Security
Deposit.

              


      

       

      
        	
                 
      

              	
                (b)
      Each Time the Base Rent is increased, Tenant shall deposit additional
      funds with Landlord sufficient to increase the Security Deposit to an
      amount which bears the same relationship to the adjusted Base Rent as the
      initial Security Deposit bore to the initial Base
  Rent.

              


      

       

      Section
3.04.  Termination;
Advance Payments.  Upon termination of this Lease under Article
Seven (Damage or Destruction), Article Eight (Condemnation) or any other
termination not resulting from Tenant's default, and after Tenant has vacated
the Property in the manner required by this Lease, Landlord shall refund or
credit to Tenant (or Tenant's successor) the unused portion of the Security
Deposit, any advance rent or other advance payments made by Tenant to Landlord,
and any amounts paid for real property taxes and other reserves which apply to
any time periods after termination of the Lease.

       

      


       

      ARTICLE
FOUR:  OTHER CHARGES
PAYABLE BY TENANT

       

      Section
4.01.  Additional
Rent.  All charges payable by Tenant other than Base Rent are
called "Additional Rent."  Unless this Lease provides otherwise,
Tenant shall pay all Additional Rent then due with the next monthly installment
of Base Rent.  The term "rent" shall mean Base Rent and Additional
Rent.

       

      Section
4.02.  Property
Taxes.

       

      
        	
                 
      

              	
                (a)
      Real Property
      Taxes.  Tenant shall pay all real property taxes on the
      Property (including any fees, taxes or assessments against, or as a result
      of, any tenant improvements installed on the Property by or for the
      benefit of Tenant) during the Lease Term.  Subject to Paragraph
      4.02 (c) and Section 4.08 below, such payment shall be made at least ten
      (10) days prior to the delinquency date of the taxes.  Within
      such ten (10) –day period, Tenant shall furnish Landlord with satisfactory
      evidence that the real property taxes have been paid.  Landlord
      shall reimburse Tenant for any real property taxes paid by Tenant covering
      any period of time prior to or after the Lease Term.  If Tenant
      fails to pay the real property taxes when due, Landlord may pay the taxes
      and Tenant shall reimburse Landlord for the amount of such tax payment as
      Additional Rent.

              


      

       

      
        	
                 
      

              	
                (b)
      Definition of "Real
      Property Tax."  "Real property tax" means: (i) any fee,
      license fee, license tax, business license fee, commercial rental tax,
      levy, charge, assessment, penalty or tax imposed by any taxing authority
      against the Property; (ii) any tax on the Landlord's right to receive, or
      the receipt of, rent or income from the Property or against Landlord's
      business of leasing the Property; (iii) any tax or charge for fire
      protection, streets, sidewalks, road maintenance, refuse or other services
      provided to the Property by any governmental agency; (iv) any tax imposed
      upon this transaction or based upon a re-assessment of the Property due to
      a change of ownership, as defined by applicable law, or other transfer of
      all or part of Landlord's interest in the Property; and (v) any charge or
      fee replacing any tax previously included within the definition of real
      property tax.  "Real property tax" does not, however, include
      Landlord's federal or state income, franchise, inheritance or estate
      taxes.

              


      

       

      
        	
                 
      

              	
                (c)
      Joint
      Assessment.  If the Property is not separately assessed,
      Landlord shall reasonably determine Tenant's share of the real property
      tax payable by Tenant under Paragraph 4.02(a) from the assessor's
      worksheets or other reasonably available information.  Tenant
      shall pay such share to Landlord within fifteen (15) days after receipt of
      Landlord's written statement.

              


      

       

      
        	
                 
      

              	
                (d)  Personal Property
      Taxes.

              


      

       

      
        	
                 
      

              	
                (i)  Tenant
      shall pay all taxes charged against trade fixtures, furnishings, equipment
      or any other personal  property belonging to
      Tenant.  Tenant shall try to have personal property taxes
      separately from the Property.

              


      

       

      
        	
                 
      

              	
                (ii)  If
      any of Tenant's personal property is taxed with the Property, Tenant shall
      pay Landlord the taxes for the personal property within fifteen (15) days
      after Tenant receives a written statement from Landlord for such personal
      property taxes.

              


      

       

      Section
4.03.  Utilities.  Tenant
shall pay, directly to the appropriate supplier, the cost of all natural gas,
heat, light, power, sewer service, telephone, water, refuse disposal and other
utilities and services supplied to the Property.  However, if any
services or utilities are jointly metered with other property, Landlord shall
make a reasonable determination of Tenant's proportionate share of the cost of
such utilities and services and Tenant shall pay such share to Landlord within
fifteen (15) days after receipt of Landlord's written statement.\

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      Section
4.04.  Insurance
Policies.

       

      
        	
                 
      

              	
                (a)
      Liability
      Insurance.  During the Lease Term, Tenant shall maintain
      a policy of commercial general liability insurance (sometimes known as
      broad form comprehensive general liability insurance) insuring Tenant
      against liability for bodily injury, property damage (including loss of
      use of property) and personal injury arising out of the operation, use or
      occupancy of the Property.  Tenant shall name Landlord as an
      additional insured under such policy.  The initial amount of
      such insurance shall be One Million Dollars ($1,000,000) per occurrence
      and shall be subject to periodic increase based upon inflation, increased
      liability awards, recommendation of Landlord's professional insurance
      advisers and other relevant factors.  The liability insurance
      obtained by Tenant under this Paragraph 4.04(a) shall (i) be primary and
      non-contributing; (ii) contain cross-liability endorsements; and (iii)
      insure Landlord against Tenant's performance under Section 5.05, if the
      matters giving rise to the indemnity under Section 5.05 result from the
      negligence of Tenant.  The amount and coverage of such insurance
      shall not limit Tenant's liability nor relieve Tenant of any other
      obligation under this Lease.  Landlord may also obtain
      comprehensive public liability insurance in an amount and with coverage
      determined by Landlord insuring Landlord against liability arising out of
      ownership, operation, use or occupancy of the Property.  The
      policy obtained by Landlord shall not be contributory and shall not
      provide primary insurance.

              


      

       

      
        	
                 
      

              	
                (b)
      Property and Rental
      Income Insurance.  During the Lease Term, Landlord shall
      maintain policies of insurance covering loss of or damage to the Property
      in the full amount of its replacement value.  Such policy shall
      contain an Inflation Guard Endorsement and shall provide protection
      against all perils included within the classification of fire, extended
      coverage, vandalism, malicious mischief, special extended perils (all
      risk), sprinkler leakage and any other perils which Landlord deems
      reasonably necessary.  Landlord shall have the right to obtain
      flood and earthquake insurance if required by any lender holding a
      security interest in the Property.  Landlord shall not obtain
      insurance for Tenant's fixtures or equipment or building improvements
      installed by Tenant on the Property.  During the Lease Term,
      Landlord shall also maintain a rental income insurance policy, with loss
      payable to Landlord, in an amount equal to one year's Base Rent, plus
      estimated real property taxes and insurance premiums.  Tenant
      shall be liable for the payment of any deductible amount under Landlord's
      or Tenant's insurance policies maintained pursuant to this Section 4.04,
      in an amount not to exceed Ten Thousand Dollars
  ($10,000).

              


      

       

      
        	
                 
      

              	
                (c)  Payment of
      Premiums.  Subject to Section 4.08, Tenant shall pay all
      premiums for the insurance policies described in Paragraphs 4.04(a) and
      (b) (whether obtained by Landlord or Tenant) within fifteen (15) days
      after Tenant’s receipt of a copy of the premium statement or other
      evidence of the amount due, except Landlord shall pay all premiums for
      non-primary comprehensive public liability insurance which Landlord elects
      to obtain as provided in Paragraph 4.04(a).  For insurance
      policies maintained by Landlord which cover improvements on the entire
      Project, Tenant shall pay Tenant’s prorated share of the premiums, in
      accordance with the formula in Paragraph 4.05(e) for determining Tenant’s
      share of Common Area costs.  If insurance policies maintained by
      landlord cover improvements on real property other than the Project,
      Landlord shall deliver to Tenant a statement of the premium applicable to
      the Property showing in reasonable detail how Tenant’s share of the
      premium was computed.  If the Lease Term expires before the
      expiration of an insurance policy maintained by Landlord, Tenant shall be
      liable for Tenant’s prorated share of the insurance
      premiums.  Before the Commencement Date, Tenant shall deliver to
      Landlord the expiration of any such policy, Tenant shall deliver to
      Landlord a renewal of such policy.  As an alternative to
      providing a policy of insurance, Tenant shall have the right to provide
      Landlord a certificate of insurance, executed by an authorized officer of
      the insurance company, showing that the insurance which Tenant is required
      to maintain under this Section 4.04 is in full force and effect and
      containing such other information which Landlord reasonably
      requires.

              


      

       

      
        	
                 
      

              	
                (d)  General Insurance
      Provisions.

              


      

       

      
        	
                 
      

              	
                (i)  Any
      insurance which Tenant is required to maintain under this Lease shall
      include a provision which requires the insurance carrier to give Landlord
      not less than thirty (30) days' written notice prior to any cancellation
      or modification of such coverage.

              


      

       

      
        	
                 
      

              	
                (ii)  If
      Tenant fails to deliver any policy, certificate or renewal to Landlord
      required under this Lease within the prescribed time period or if any such
      policy is canceled or modified during the Lease Term without Landlord's
      consent, Landlord may obtain such insurance, in which case Tenant shall
      reimburse Landlord for the cost of such insurance within fifteen (15) days
      after receipt of a statement that indicates the cost of such
      insurance.

              


      

       

      
        	
                 
      

              	
                (iii)  Tenant
      shall maintain all insurance required under this Lease with companies
      holding a "General Policy Rating" of A-12 or better, as set forth in the
      most current issue of "Best Key Rating Guide."  Landlord and
      Tenant acknowledge the insurance markets are rapidly changing and that
      insurance in the form and amounts described in this Section 4.04 may not
      be available in the future.  Tenant acknowledges that the
      insurance described in this Section 4.04 is for the primary benefit of
      Landlord.  If at any time during the Lease Term, Tenant is
      unable to maintain the insurance required under the Lease, Tenant shall
      nevertheless maintain insurance coverage which is customary and
      commercially reasonable in the insurance industry for Tenant's type of
      business, as that coverage may change from time to
      time.  Landlord makes no representation as to the adequacy of
      such insurance to protect Landlord's or Tenant's
      interests.  Therefore, Tenant shall obtain any such additional
      property or liability insurance which Tenant deems necessary to protect
      Landlord and Tenant.

              


      

       

      (iv) Unless
prohibited under any applicable insurance policies maintained, Landlord and
Tenant each hereby waive any and all rights of recovery against the other, or
against the officers, employees, agents or representatives of the other, for
loss of or damage to its property or the property of others under its control,
if such loss or damage is covered by any insurance policy in force (whether or
not described in this Lease) at the time of such loss or damage.  Upon
obtaining the required policies of insurance, Landlord and Tenant shall give
notice to the insurance carriers of this mutual waiver of
subrogation.

       

      (v) By
way of certificate of insurance, issued from an accredited, licensed insurance
producer, Landlord will evidence the required Property insurance described in
this section as well as the aforementioned waiver of subrogation.

       

      


       


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      Section
4.05.  Common Areas;
Use, Maintenance and Costs.

       

      
        	
                 
      

              	
                (a)
      Common
      Areas.  As used in this Lease, "Common Areas" shall mean
      all areas within the Project which are available for the common use of
      tenants of the Project and which are not leased or held for the exclusive
      use of Tenant or other tenants, including, but not limited to, parking
      areas, driveways, sidewalks, loading areas, access roads, corridors,
      landscaping and planted areas.  Landlord, from time to time, may
      change the size, location, nature and use of any of the Common Areas,
      convert Common Areas into leasable areas, construct additional parking
      facilities (including parking structures) in the Common Areas, and
      increase or decrease Common Area land and/or facilities.  Tenant
      acknowledges that such activities may result in inconvenience to
      Tenant.  Such activities and changes are permitted if they do
      not materially affect Tenant's use of the
  Property.

              


      

       

      
        	
                 
      

              	
                (b)
      Use of Common
      Areas.  Tenant shall have the nonexclusive right (in
      common with other tenants and all others to whom Landlord has granted or
      may grant such rights) to use the Common Areas for the purposes intended,
      subject to such reasonable rules and regulations as Landlord may establish
      from time to time.  Tenant shall abide by such rules and
      regulations and shall use its best effort to cause others who use the
      Common Areas with Tenant's express or implied permission to abide by
      Landlord's rules and regulations.  At any time, Landlord may
      close any Common Areas to perform any acts in the Common Areas as, in
      Landlord's judgment, are desirable to improve the
      Project.  Tenant shall not interfere with the rights of
      Landlord, other tenants or any other person entitled to use the Common
      Areas.

              


      

       

      
        	
                 
      

              	
                (c)
      Specific Provision re:
      Vehicle Parking.  Tenant shall be entitled to use the
      number of vehicle parking spaces in the Project allocated to Tenant in
      Section 1.11 of the Lease without paying any additional
      rent.  Tenant shall have 6 reserved spots as identified on
      Exhibit A 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 Project
      except within their dock area or on the adjacent public
      streets.  Temporary parking of large delivery vehicles in the
      Project may be permitted by the rules and regulations established by
      Landlord.  Vehicles shall be parked only in striped parking
      spaces and not in driveways, loading areas or other locations not
      specifically designated for parking.  Handicapped spaces shall
      only be used by those legally permitted to use them.  Tenant
      shall not be allowed to park more vehicles in the parking area than the
      number set forth in Section 1.11 of this Lease without consent of
      Landlord.  In addition to Landlord's other remedies under the
      Lease, Tenant shall pay a daily charge determined by Landlord for each
      such additional vehicle.

              


      

       

      
        	
                 
      

              	
                (d)
      Maintenance of Common
      Areas.  Landlord shall maintain the Common Areas in good
      order, condition and repair and shall operate the Project, in Landlord's
      sole discretion, as a first-class industrial/commercial real property
      development.  Tenant shall pay Tenant's pro rata share (as
      determined below) of all costs incurred by Landlord for the operation and
      maintenance of the Common Areas.  Common Area costs include, but
      are not limited to, costs and expenses for the
      following:  gardening and landscaping; utilities, water and
      sewage charges; maintenance of signs (other than tenants' signs); premiums
      for liability, property damage, fire and other types of casualty insurance
      on the Common Areas and worker's compensation insurance; all property
      taxes and assessments levied on or attributable to the Common Areas and
      all Common Area improvements; all personal property taxes levied on or
      attributable to personal property used in connection with the Common
      Areas; straight-line depreciation on personal property owned by Landlord
      which is consumed in the operation or maintenance of the Common Areas;
      rental or lease payments paid by Landlord for rented or leased personal
      property used in the operation or maintenance of the Common Areas; fees
      for required licenses and permits; repairing, resurfacing, repaving,
      maintaining, painting, lighting, cleaning, refuse removal, security and
      similar items; reserves for roof replacement and exterior painting and
      other appropriate reserves; and a  reasonable allowance to
      Landlord for Landlord's supervision of the Common Areas (not to exceed
      three percent (3% ) of the gross rents of the Project for the calendar
      year).  Landlord may cause any or all of such services to be
      provided by third parties and the cost of such services shall be included
      in Common Area costs.  Common Area costs shall not include
      depreciation of real property which forms part of the Common
      Areas.

              


      

       

      
        	
                 
      

              	
                (e)
      Tenant's Share and
      Payment.  Tenant shall pay Tenant's annual pro rata share
      of all Common Area costs (prorated for any fractional month) upon written
      notice from Landlord that such costs are due and payable, and in any event
      prior to delinquency.  Tenant's pro rata share shall be
      calculated by dividing the square foot area of the Property(23,712 SF), as
      set forth in Section 1.04 of the Lease, by the aggregate square foot area
      of the Project (213,408 SF) which is leased or held for lease by tenants,
      as of the date on which the computation is made.  Tenant's
      initial pro rata share is set out in Paragraph 1.12(b).  Any
      changes in the Common Area costs and/or the aggregate area of the Project
      leased or held for lease during the Lease Term shall be effective on the
      first day of the month after such change occurs.  Landlord may,
      at Landlord's election, estimate in advance and charge to Tenant as Common
      Area costs, all real property taxes for which Tenant is liable under
      Section 4.02 of the Lease, all insurance premiums for which Tenant is
      liable under Section 4.04 of the Lease, all maintenance and repair costs
      for which Tenant is liable under Section 6.04 of the Lease, and all other
      Common Area costs payable by Tenant hereunder.  At Landlord's
      election, such statements of estimated Common Area costs shall be
      delivered monthly, quarterly or at any other periodic intervals to be
      designated by Landlord.  Landlord may adjust such estimates at
      any time based upon Landlord's experience and reasonable anticipation of
      costs.  Such adjustments shall be effective as of the next rent
      payment date after notice to Tenant.  Within sixty (60) days
      after the end of each calendar year of the Lease Term, Landlord shall
      deliver to Tenant a statement prepared in accordance with generally
      accepted accounting principles setting forth, in reasonable detail, the
      Common Area costs paid or incurred by Landlord during the preceding
      calendar year and Tenant's pro rata share. Upon receipt of such statement,
      there shall be an adjustment between Landlord and Tenant, with payment to
      or credit given by Landlord (as the case may be) so that Landlord shall
      receive the entire amount of Tenant's share of such costs and expenses for
      such period.

              


      

       

      Section
4.06.  Late
Charges.  Tenant's failure to pay rent promptly may cause
Landlord to incur unanticipated costs.  The exact amount of such costs
are impractical or extremely difficult to ascertain.  Such costs may
include, but are not limited to, processing and accounting charges and late
charges which may be imposed on Landlord by any ground lease, mortgage or trust
deed encumbering the Property.  Therefore, if Landlord does not
receive any rent payment within ten (10) days after it becomes due, Tenant shall
pay Landlord a late charge equal to ten percent (10%) of the overdue
amount.  The parties agree that such late charge represents a fair and
reasonable estimate of the costs Landlord will incur by reason of such late
payment. Landlord agrees to notify Tenant if they have not received the rent
after 7 days.

       

      Section
4.07.  Interest on
Past Due Obligations.  Any amount owed by Tenant to Landlord
which is not paid when due shall bear interest at the rate of fifteen percent
(15%) per annum from the due date of such amount.  However, interest
shall not be payable on late charges to be paid by Tenant under this
Lease.  The payment of interest on such amounts shall not excuse or
cure any default by Tenant under this Lease.  If the interest rate
specified in this Lease is higher than the rate permitted by law, the interest
rate is hereby decreased to the maximum legal interest rate permitted by
law.

       


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      Section
4.08.  Impounds for
insurance Premiums and Real Property Taxes.  If requested by
any ground lessor or lender to whom Landlord has granted a security interest in
the Property, or if Tenant is more than ten (10) days late in the payment of
rent more than once in any consecutive twelve (12) -month period, Tenant shall
pay Landlord a sum equal to one-twelfth (1/12) of the annual real property taxes
and insurance premiums payable by Tenant under this Lease, together with each
payment of Base Rent.  Landlord shall hold such payments in a
non-interest bearing impound account.  If unknown, Landlord shall
reasonably estimate the amount of real property taxes and insurance premiums
when due.  Tenant shall pay any deficiency of funds in the impound
account to Landlord upon written request.  If Tenant defaults under
this Lease, Landlord may apply any funds in the impound account to any
obligation then due under this Lease.

       

      


       

      ARTICLE
FIVE:  USE OF
PROPERTY

       

      Section
5.01.  Permitted
Uses.  Tenant may use the Property only for the Permitted Uses
set forth in Section 1.06 above.

       

      Section
5.02.  Manner of
Use.  Tenant shall not cause or permit the Property to be used
in any way which constitutes a violation of any law, ordinance, or governmental
regulation or order, which annoys or interferes with the rights of tenants of
the Project, or which constitutes a nuisance or waste.  Tenant shall
obtain and pay for all permits, including a Certificate of Occupancy, required
for Tenant's occupancy of the Property and shall promptly take all actions
necessary to comply with all applicable statutes, ordinances, rules,
regulations, orders and requirements regulating the use by Tenant of the
Property, including the Occupational Safety and Health Act.  Tenant
shall immediately apply for a Certificate of Occupancy from Salt Lake
City.  If any conditions exist with the space that prevent the
issuance of the permit, Landlord and Tenant agree to work together to make sure
the space complies.  If any pre-existing conditions exist that will
cost more than $1,000, the Landlord will be responsible for making sure the
space is compliant with the city of Salt Lake City and the permit can be
issued.

       

      Section
5.03.  Hazardous
Materials.  As used in this Lease, the term "Hazardous
Material" means any flammable items, explosives, radioactive materials,
hazardous or toxic substances, material or waste or related materials, including
any substances defined as or included in the definition of "hazardous
substances", "hazardous wastes", "hazardous materials" or "toxic substances" now
or subsequently regulated under any applicable federal, state or local laws or
regulations, including without limitation petroleum-based products, paints,
solvents, lead, cyanide, DDT, printing inks, acids, pesticides, ammonia
compounds and other chemical products, asbestos, PCBs and similar compounds, and
including any different products and materials which are subsequently found to
have adverse effects on the environment or the health and safety of
persons.  Tenant shall not cause or permit any Hazardous Material to
be generated, produced, brought upon, used, stored, treated or disposed of in or
about the Property by Tenant, its agents, employees, contractors, sublessees or
invitees without the prior written consent of Landlord.  Landlord
shall be entitled to take into account such other factors or facts as Landlord
may reasonably determine to be relevant in determining whether to grant or
withhold consent to Tenant's proposed activity with respect to Hazardous
Material.  In no event, however, shall Landlord be required to consent
to the installation or use of any storage tanks on the Property.

       

      Section
5.04.  Signs and
Auctions.  Tenant shall not place any signs on the Property
without Landlord's prior written consent.  Tenant shall not conduct or
permit any auctions or sheriff's sales at the Property.

       

      Section
5.05.  Indemnity.  Tenant
shall indemnify Landlord against and hold Landlord harmless from any and all
costs, claims or liability arising from:  (a) Tenant's use of the
Property; (b) the conduct of Tenant's business or anything else done or
permitted by Tenant to be done in or about the Property, including any
contamination of the Property or any other property resulting from the presence
or use of Hazardous Material caused or permitted by Tenant; (c) any breach or
default in the performance of Tenant's obligations under this Lease; (d) any
misrepresentation or breach of warranty by Tenant under this Lease; or (e) other
acts or omissions of Tenant.  Tenant shall defend Landlord against any
such cost, claim or liability at Tenant's expense with counsel reasonably
acceptable to Landlord, or, at Landlord's election, Tenant shall reimburse
Landlord for any legal fees or costs incurred by Landlord in connection with any
such claim.  As a material part of the consideration to Landlord,
Tenant assumes all risk of damage to property or injury to persons in or about
the Property arising from any cause, and Tenant hereby waives all claims in
respect thereof against Landlord, except for any claim arising out of Landlord's
gross negligence or willful misconduct.  As used in this Section, the
term "Tenant" shall include Tenant's employees, agents, contractors, and
invitees, if applicable.

       

      Section
5.06.  Landlord's
Access.  Upon at least 24 hours advanced notice, Landlord or
its agents may enter the Property at all reasonable times to show the Property
to potential buyers, investors or tenants or other parties; to do any other act
or to inspect and conduct tests in order to monitor Tenant's compliance with all
applicable environmental laws and all laws governing the presence and use of
Hazardous Material; or for any other purpose Landlord deems
necessary.  Landlord shall give Tenant at least 24 hours prior notice
of such entry, except in the case of an emergency.  Landlord may place
customary "For Sale" or "For Lease" signs on the Property.

       

      Section
5.07.  Quiet
Possession.  If Tenant pays the rent and complies with all
other terms of this Lease, Tenant may occupy and enjoy the Property for the full
Lease Term, subject to the provisions of this Lease.

       

      


       

      ARTICLE
SIX:  CONDITION OF
PROPERTY: MAINTENANCE, REPAIRS AND ALTERATIONS

       

      Section
6.01.  Existing
Conditions.  Tenant will have ten (90) days after execution of
the Lease, to inspect property to make sure plumbing, electrical, no roof leaks,
heating, fire sprinklers, etc all work. Except as provided herein, Tenant
acknowledges that neither Landlord nor any agent of Landlord has made any
representation as to the condition of the Property or the suitability of the
Property for Tenant's intended use.  Tenant represents and warrants
that Tenant has made its own inspection of and inquiry regarding the condition
of the Property and is not relying on any representations of Landlord or any
Broker with respect thereto.  If Landlord or Landlord's Broker has
provided a Property Information Sheet or other Disclosure Statement regarding
the Property, a copy is attached as an exhibit to the Lease.

       

      Section
6.02.  Exemption of
Landlord from Liability.  Landlord shall not be liable for any
damage or injury to the person, business (or any loss of income therefrom),
goods, wares, merchandise or other property of Tenant, Tenant's employees,
invitees, customers or any other person in or about the Property, whether such
damage or injury is caused by or results from; (a) fire, steam, electricity,
water, gas or rain; (b) the breakage, leakage, obstruction or other defects of
pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting
fixtures or any other cause; (c) conditions arising in or about the Property or
upon other portions of the Project, or from other sources or places; or (d) any
act or omission of any other tenant of the Project.  Landlord shall
not be liable for any such damage or injury even though the cause of or the
means of repairing such damage or injury are not accessible to
Tenant.  The provisions of this Section 6.02 shall not, however,
exempt Landlord from liability for Landlord's gross negligence or willful
misconduct.

       


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      Section
6.03.  Landlord's
Obligations.

       

      
        	
                 
      

              	
                (a)
      Except as provided in Article Seven (Damage or Destruction) and Article
      Eight (Condemnation), Landlord shall keep the following in good order,
      condition and repair: the foundations, exterior walls and roof of the
      Property (including painting the exterior surface of the exterior walls of
      the Property not more often than once every five (5) years, if necessary)
      and all components of electrical, mechanical, plumbing, heating and air
      conditioning systems and facilities located in the Property which are
      concealed or used in common by tenants of the Project.  However,
      Landlord shall not be obligated to maintain or repair windows, doors,
      plate glass or the interior surfaces of the exterior
      walls.  Landlord shall make repairs under this Section 6.03
      within a reasonable time after receipt of a written notice from Tenant of
      the need for such repairs.

              


      

       

      
        	
                 
      

              	
                (b)
      Tenant shall pay or reimburse Landlord for all costs Landlord incurs under
      Paragraph 6.03(a) above as Common Area costs as provided for in Section
      4.05 of the Lease.  Tenant waives the benefit of any statute in
      effect now or in the future which might give Tenant the right to make
      repairs at Landlord’s expense or to terminate this Lease due to Landlord’s
      failure to keep the Property in good order, condition and
      repair.

              


      

       

      Section
6.04.  Tenant's
Obligations.

       

      
        	
                 
      

              	
                (a)
      Except as provided in Section 6.03, Article Seven (Damage or Destruction)
      and Article Eight (Condemnation), Tenant shall keep all portions of the
      Property (including structural, nonstructural, interior, systems and
      equipment) in good order, condition and repair (including interior
      repainting and refinishing, as needed).  If any portion of the
      Property or any system or equipment in the Property which Tenant is
      obligated to repair cannot be fully repaired or restored, Tenant shall
      promptly replace such portion of the Property or system or equipment in
      the Property, regardless of whether the benefit of such replacement
      extends beyond the Lease Term; but if the benefit or useful life of such
      replacement extends beyond the Lease Term (as such term may be extended by
      exercise of any options), the useful life of such replacement shall be
      prorated over the remaining portion of the Lease Term (as extended), and
      Tenant shall be liable only for that portion of the cost which is
      applicable to the Lease Term (as extended).  Tenant shall
      maintain a preventive maintenance contract providing for the regular
      inspection and maintenance of the heating and air conditioning system by a
      licensed heating and air conditioning contractor.  Landlord
      shall have the right, upon written notice to Tenant, to undertake the
      responsibility for preventive maintenance of the heating and air
      conditioning system at Tenant's expense.  In addition, Tenant
      shall, at Tenant's expense, repair any damage to the roof, foundation or
      structural portions of walls caused by Tenant's act or
      omissions.  It is the intention of Landlord and Tenant that, at
      all times during the Lease Term, Tenant shall maintain the Property in an
      attractive, first-class and fully operative
  condition.

              


      

       

      
        	
                 
      

              	
                (b)
      Tenant shall fulfill all of Tenant's obligations under this Section 6.04
      at Tenant's sole expense.  If Tenant fails to maintain, repair
      or replace the Property as required by this Section 6.04, Landlord may,
      upon ten (10) days' prior notice to Tenant (except that no notice shall be
      required in the case of any emergency), enter the Property and perform
      such maintenance or repair (including replacement, as needed) on behalf of
      Tenant.  In such case, Tenant shall reimburse Landlord for all
      costs incurred in performing such maintenance or repair immediately upon
      demand.

              


      

       

      Section
6.05.  Alterations,
Additions, and Improvements.

       

      
        	
                 
      

              	
                (a)
      Tenant shall not make any alterations, additions, or improvements to the
      Property without Landlord's prior written consent, except for
      non-structural alterations which do not exceed Ten Thousand Dollars
      ($10,000) in cost cumulatively over the Lease Term and which are not
      visible from the outside of any building of which the Property is
      part.  Landlord may require Tenant to provide demolition and/or
      lien and completion bonds in form and amount satisfactory to
      Landlord.  Tenant shall promptly remove any alterations,
      additions, or improvements constructed in violation of this Paragraph
      6.05(a) upon Landlord's written request.  All alterations,
      additions, and improvements shall be done in a good and workmanlike
      manner, in conformity with all applicable laws and regulations, and by a
      contractor approved by Landlord.  Upon completion of any such
      work, Tenant shall provide Landlord with "as built" plans, copies of all
      construction contracts, and proof of payment for all labor and
      materials.

              


      

       

      
        	
                 
      

              	
                (b)  Tenant
      shall pay when due all claims for labor and material furnished to the
      Property.  Tenant shall give Landlord at least twenty (20) days'
      prior written notice of the commencement of any work on the Property,
      regardless of whether Landlord's consent to such work is
      required.  Landlord may elect to record and post notices of
      non-responsibility on the Property.

              


      

       

      Section
6.06.  Condition upon
Termination.  Upon the termination of the Lease, Tenant shall
surrender the Property to Landlord, broom clean and in the same condition as
received except for ordinary wear and tear which Tenant was not otherwise
obligated to remedy under any provision of this Lease.  However,
Tenant shall not be obligated to repair any damage which Landlord is required to
repair under Article Seven (Damage or Destruction).  In addition,
Landlord may require Tenant to remove any alterations, additions or improvements
(whether or not made with Landlord's consent) prior to the expiration of the
Lease and to restore the Property to its prior condition, all at Tenant's
expense.  All alterations, additions and improvements which Landlord
has not required Tenant to remove shall become Landlord's property and shall be
surrendered to Landlord upon the expiration or earlier termination of the Lease,
except that Tenant may remove any of Tenant's machinery or equipment which can
be removed without material damage to the Property.  Tenant shall
repair, at Tenant's expense, any damage to the Property caused by the removal of
any such machinery or equipment.  In no event, however, shall Tenant
remove any of the following materials or equipment (which shall be deemed
Landlord's property) without Landlord's prior written consent: any power wiring
or power panels; lighting or lighting fixtures; wall coverings; drapes, blinds
or other window coverings; carpets or other floor coverings; heaters, air
conditioners or any other heating or air conditioning equipment; fencing or
security gates; or other similar building operating equipment and
decorations.

       

      


       

      ARTICLE
SEVEN:  DAMAGE OR
DESTRUCTION

       

      Section
7.01.  Partial Damage
to Property.

       

      
        	
                 
      

              	
                (a)
      Tenant shall notify Landlord in writing immediately upon the occurrence of
      any damage to the Property.  If the Property is only partially
      damaged (i.e., less than twenty-five  (25%) of the Property is
      untenantable as a result of such damage or less than twenty-five percent
      (25%) of Tenant's operations are materially impaired) and if the proceeds
      received by Landlord from the insurance policies described in Paragraph
      4.04(b) are sufficient to pay for the necessary repairs, this Lease shall
      remain in effect and Landlord shall repair the damage as soon as
      reasonably possible, but not to exceed 3 months.  Landlord may
      elect (but is not required) to repair any damage to Tenant's fixtures,
      equipment, or improvements.

              


      

       


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)
      If the insurance proceeds received by Landlord are not sufficient to pay
      the entire cost of repair, or if the cause of the damage is not covered by
      the insurance policies which Landlord maintains under Paragraph 4.04(b),
      Landlord may elect either to (i) repair the damage as soon as reasonably
      possible, but not to exceed 3 months, in which case this Lease shall
      remain in full force and effect, or (ii) terminate this Lease as of
      the date the damage occurred.  Landlord shall notify Tenant
      within thirty (30) days after receipt of notice of the occurrence of the
      damage whether Landlord elects to repair the damage or terminate the
      Lease.  If Landlord elects to repair the damage, Tenant shall
      pay Landlord the "deductible amount" (if any) under Landlord's insurance
      policies and, if the damage was due to an act or omission of Tenant, or
      Tenant's employees, agents, contractors or invitees, the difference
      between the actual cost of repair and any insurance proceeds received by
      Landlord.  If Landlord elects to terminate the Lease, Tenant may
      elect to continue this Lease in full force and effect, in which case
      Tenant shall repair any damage to the Property and any building in which
      the Property is located.  Tenant shall pay the cost of such
      repairs, except that upon satisfactory completion of such repairs,
      Landlord shall deliver to Tenant any such insurance proceeds received by
      Landlord for the damage repaired by Tenant.  Tenant shall give
      Landlord written notice of such election within ten (10) days after
      receiving Landlord's termination
notice.

              


      

       

      
        	
                 
      

              	
                (c)
      If the damage to the property occurs during the last six (6) months of the
      Lease Term and such damage will require more than thirty (30) days to
      repair, either Landlord or Tenant may elect to terminate this Lease as of
      the date the damage occurred, regardless of the sufficiency of any
      insurance proceeds.  The party electing to terminate this Lease
      shall give written notification to the other party of such election within
      thirty (30) days after Tenant's notice to Landlord of the occurrence of
      the damage.

              


      

       

      Section
7.02.  Intentionally
Omitted

       

      Section
7.03.  Temporary
Reduction of Rent.  If the Property is destroyed or damaged and
Landlord or Tenant repairs or restores the Property pursuant to the provisions
of this Article Seven, any rent payable during the period of such damage, repair
and/or restoration shall be reduced according to the degree, if any, to which
Tenant's use of the Property is impaired.  However, the reduction
shall not exceed the sum of one year's payment of Base Rent, insurance premiums
and real property taxes.  Except for such possible reduction in Base
Rent, insurance premiums and real property taxes, Tenant shall not be entitled
to any compensation, reduction, or reimbursement from Landlord as a result of
any damage, destruction, repair, or restoration of or to the
Property.

       

      Section
7.04.  Intentionally
Omitted

       

      


       

      ARTICLE
EIGHT:  CONDEMNATION

       

      If all or
any portion of the Property is taken under the power of eminent domain or sold
under the threat of that power (all of which are called "Condemnation"), this
Lease shall terminate as to the part taken or sold on the date the condemning
authority takes title or possession, whichever occurs first.  If more
than twenty percent (20%) of the floor area of the building in which the
Property is located, or which is located on the Property, is taken, either
Landlord or Tenant may terminate this Lease as of the date the condemning
authority takes title or possession, by delivering written notice to the other
within ten (10) days after receipt of written notice of such taking (or in the
absence of such notice, within ten (10) days after the condemning authority
takes title or possession).  If neither Landlord nor Tenant terminates
this Lease, this Lease shall remain in effect as to the portion of the Property
not taken, except that the Base Rent and Additional Rent shall be reduced in
proportion to the reduction in the floor area of the Property.  Any
Condemnation award or payment shall be distributed in the following
order:  (a) first, to any ground lessor, mortgagee or beneficiary
under a deed of trust encumbering the Property, the amount of its interest in
the Property; (b) second, to Tenant, only the amount of any award specifically
designated for loss of or damage to Tenant's trade fixtures or removable
personal property; and (c) third, to Landlord, the remainder of such award,
whether as compensation for reduction in the value of the leasehold, the taking
of the fee, or otherwise.  If this Lease is not terminated, Landlord
shall repair any damage to the Property caused by the Condemnation, except that
Landlord shall not be obligated to repair any damage for which Tenant has been
reimbursed by the condemning authority.  If the severance damages
received by Landlord are not sufficient to pay for such repair, Landlord shall
have the right to either terminate this Lease or make such repair at Landlord's
expense.

       

      


       

      ARTICLE
NINE:  ASSIGNMENT AND
SUBLETTING

       

      Section
9.01.  Landlord's
Consent Required.  No portion of the Property or of Tenant's
interest in this Lease may 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, which will not be unreasonably
withheld except as provided in Section 9.02 below.  Landlord has the
right to grant or withhold its consent as provided in Section 9.05
below.  Any attempted transfer without consent shall be void and shall
constitute a non-curable breach of this Lease.  If Tenant is a
partnership, any cumulative transfer of more than twenty percent (20%) of the
partnership interests shall require Landlord's consent.  If Tenant is
a corporation, any change in the ownership of a controlling interest of the
voting stock of the corporation shall require Landlord's consent.

       

      Section
9.02.  Tenant
Affiliate.  Tenant may assign this Lease or sublease the
Property, without Landlord's consent, to any corporation which controls, is
controlled by or is under common control with Tenant, or to any corporation
resulting from the merger of or consolidation with Tenant ("Tenant's
Affiliate").  In such case, any Tenant's Affiliate shall assume in
writing all of Tenant's obligations under this Lease.

       

      Section
9.03.  No Release of
Tenant.  No transfer permitted by this Article Nine, whether
with or without Landlord's consent, 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
is not a waiver of any provision of this Article Nine.  Consent to one
transfer is not a consent to any subsequent transfer.  If Tenant's
transferee defaults under this Lease, Landlord may proceed directly against
Tenant without pursuing remedies against the transferee.  Landlord may
consent to subsequent assignments or modifications of this Lease by Tenant's
transferee, without notifying Tenant or obtaining its consent.  Such
action shall not relieve Tenant's liability under this Lease.

       

      Section
9.04.  Offer to
Terminate.  If Tenant desires to assign the Lease or sublease
the Property, Tenant shall have the right to offer, in writing, to terminate the
Lease as of a date specified in the offer.  If Landlord elects in
writing to accept the offer to terminate within twenty (20) days after notice of
the offer, the Lease shall terminate as of the date specified and all the terms
and provisions of the Lease governing termination shall apply.  If
Landlord does not so elect, the Lease shall continue in effect until otherwise
terminated and the provisions of Section 9.05 with respect to any proposed
transfer shall continue to apply.

       


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      Section
9.05.  Landlord's
Consent.

       

      
        	
                 
      

              	
                (a)  Tenant's
      request for consent to any transfer described in Section 9.01 shall set
      forth in writing the details of the proposed transfer, including the name,
      business and financial condition of the prospective transferee, financial
      details of the proposed transfer (e.g., the term of and the rent and
      security deposit payable under any proposed assignment or sublease), and
      any other information Landlord deems relevant.  Landlord shall
      have the right to withhold consent, if reasonable, or to grant consent,
      based on the following factors:  (i) the business of the
      proposed assignee or subtenant and the proposed use of the Property; (ii)
      the net worth and financial reputation of the proposed assignee or
      subtenant; (iii) Tenant's compliance with all of its obligations under the
      Lease; and (iv) such other factors as Landlord may reasonably deem
      relevant.  If Landlord objects to a proposed assignment solely
      because of the net worth and/or financial reputation of the proposed
      assignee, Tenant may nonetheless sublease (but not assign), all or a
      portion of the Property to the proposed transferee, but only on the other
      terms of the proposed transfer.

              


      

       

      
        	
                 
      

              	
                (b)  If
      Tenant assigns or subleases, the following shall
  apply:

              


      

       

      
        	
                 
      

              	
                (i)  Tenant
      shall pay to Landlord as Additional Rent under the Lease the Landlord's
      Share (stated in Section 1.14) of the Profit (defined below) on such
      transaction as and when received by Tenant, unless Landlord gives written
      notice to Tenant and the assignee or subtenant that Landlord's Share shall
      be paid by the assignee or subtenant to Landlord directly.  The
      "Profit" means (A) all amounts paid to Tenant for such assignment or
      sublease, including "key" money, monthly rent in excess of the monthly
      rent payable under the Lease, and all fees and other consideration paid
      for the assignment or sublease, including fees under any collateral
      agreements, less (B) costs and expenses directly incurred by Tenant in
      connection with the execution and performance of such assignment or
      sublease for real estate broker's commissions and costs of renovation or
      construction of tenant improvements required under such assignment or
      sublease.  Tenant is entitled to recover such costs and expenses
      before Tenant is obligated to pay the Landlord's Share to
      Landlord.  The Profit in the case of a sublease of less than all
      the Property is the rent allocable to the subleased space as a percentage
      on a square footage basis.

              


      

       

      
        	
                 
      

              	
                (ii)  Tenant
      shall provide Landlord a written statement certifying all amounts to be
      paid from any assignment or sublease of the Property within thirty (30)
      days after the transaction documentation is signed, and Landlord may
      inspect Tenant's book and records to verify the accuracy of such
      statement.  On written request, Tenant shall promptly furnish to
      Landlord copies of all the transaction documentation, all of which shall
      be certified by Tenant to be complete, true and
      correct.  Landlord's receipt of Landlord's Share shall not be a
      consent to any further assignment or subletting.  The breach of
      Tenant's obligation under this Paragraph 9.05(b) shall be a material
      default of the Lease.

              


      

       

      Section
9.06.  No
Merger.  No merger shall result from Tenant's sublease of the
Property under this Article Nine, Tenant's surrender of this Lease or the
termination of this Lease in any other manner.  In any such event,
Landlord may terminate any or all subtenancies or succeed to the interest of
Tenant as sublandlord under any or all subtenancies.

       

      


       

      ARTICLE
TEN:  DEFAULTS;
REMEDIES

       

      Section
10.01.  Covenants and
Conditions.  Tenant's performance of each of Tenant's
obligations under this Lease is a condition as well as a
covenant.  Tenant's right to continue in possession of the Property is
conditioned upon such performance.  Time is of the essence in the
performance of all covenants and conditions.

       

      Section
10.02.  Defaults.  Tenant
shall be in material default under this Lease:

       

      
        	
                 
      

              	
                (a)  If
      Tenant abandons the Property or if Tenant's vacation of the Property
      results in the cancellation of any insurance described in Section
      4.04.  If Tenant elects to vacate and sublease the space and is
      current with the rent and CAM, the lease shall not be in
      default.

              


      

       

      
        	
                 
      

              	
                (b)
      If Tenant fails to pay rent or any other charge when
  due;

              


      

       

      
        	
                 
      

              	
                (c)  If
      Tenant fails to perform any of Tenant's non-monetary obligations under
      this Lease for a period of thirty (30) days after written notice from
      Landlord; provided that if more than thirty (30) days are required to
      complete such performance, Tenant shall not be in default if Tenant
      commences such performance within the thirty (30) -day period and
      thereafter diligently pursues its completion.  However, Landlord
      shall not be required to give such notice if Tenant's failure to perform
      constitutes a non-curable breach of this Lease.  The notice
      required by this Paragraph is intended to satisfy any and all notice
      requirements imposed by law on Landlord and is not in addition to any such
      requirement.

              


      

       

      
        	
                 
      

              	
                (d)  (i)  If
      Tenant makes a general assignment or general arrangement for the benefit
      of creditors; (ii) if a petition for adjudication of bankruptcy or for
      reorganization or rearrangement is filed by or against Tenant and is not
      dismissed within thirty (30) days; (iii) if a trustee or receiver is
      appointed to take possession of substantially all of Tenant's assets
      located at the Property or of Tenant's interest in this Lease and
      possession is not restored to Tenant within thirty (30) days; or (iv) if
      substantially all of Tenant's assets located at the Property or of
      Tenant's interest in this Lease is subjected to attachment, execution or
      other judicial seizure which is not discharged within thirty (30)
      days.  If a court of competent jurisdiction determines that any
      of the acts described in this subparagraph (d) is not a default under this
      Lease, and a trustee is appointed to take possession (or if Tenant remains
      a debtor in possession) and such trustee or Tenant transfers Tenant's
      interest hereunder, then Landlord shall receive, as Additional Rent, the
      excess, if any, of the rent (or any other consideration) paid in
      connection with such assignment or sublease over the rent payable by
      Tenant under this Lease.

              


      

       

      
        	
                 
      

              	
                (e)  If
      any guarantor of the Lease revokes or otherwise terminates, or purports to
      revoke or otherwise terminate, any guaranty of all or any portion of
      Tenant's obligations under the Lease.  Unless otherwise
      expressly provided, no guaranty of the Lease is
  revocable.

              


      

       

      Section
10.03.  Remedies.  On the
occurrence of any material default by Tenant, Landlord may, at any time
thereafter, with or without notice or demand and without limiting Landlord in
the exercise of any right or remedy which Landlord may have:

       


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (a)
      Terminate Tenant's right to possession of the Property by any lawful
      means, in which case this Lease shall terminate and Tenant shall
      immediately surrender possession of the Property to
      Landlord.  In such event, Landlord shall be entitled to recover
      from Tenant all damages incurred by Landlord by reason of Tenant's
      default, including (i) the worth at the time of the award of the unpaid
      Base Rent, Additional Rent and other charges which Landlord had earned at
      the time of the termination; (ii) the worth at the time of the award of
      the amount by which the unpaid Base Rent, additional Rent and other
      charges which Landlord would have earned after termination until the time
      of the award exceeds the amount of such rental loss that Tenant proves
      Landlord could have reasonably avoided;  (iii) the worth at the
      time of the award of the amount by which the unpaid Base Rent, Additional
      Rent and other charges  which Tenant would have paid for the
      balance of the Lease Term after the time of award exceeds the amount of
      such rental loss that Tenant proves Landlord could have reasonably
      avoided; and (iv) any other amount necessary to compensate Landlord for
      all the detriment proximately caused by Tenant's failure to perform its
      obligations under the Lease or which in the ordinary course of things
      would be likely to result therefrom, including, but not limited to, any
      costs or expenses Landlord incurs in maintaining or preserving the
      Property after such default, the cost of recovering possession of the
      Property, expenses of reletting, including necessary renovation or
      alteration of the Property, Landlord's reasonable attorneys' fees incurred
      in connection therewith, and any real estate commission paid or
      payable.  As used in subparts (i) and (ii) above, the "worth at
      the time of the award" is computed by allowing interest on unpaid amounts
      at the rate of fifteen percent (15%) per annum, or such lesser amount as
      may then be the maximum lawful rate.  As used in subpart (iii)
      above, the "worth at the time of the award" is computed by discounting
      such amount at the discount rate of the Federal Reserve Bank of San
      Francisco at the time of the award, plus one percent (1%).  If
      Tenant has abandoned the Property, Landlord shall have the option of (i)
      retaking possession of the Property and recovering from Tenant the amount
      specified in this Paragraph 10.03(a), or (ii) proceeding under Paragraph
      10.03(b);

              


      

       

      
        	
                 
      

              	
                (b)  Maintain
      Tenant's right to possession, in which case this Lease shall continue in
      effect whether or not Tenant has abandoned the Property.  In
      such event, Landlord shall be entitled to enforce all of Landlord's rights
      and remedies under this Lease, including the right to recover the rent as
      it becomes due;

              


      

       

      
        	
                 
      

              	
                (c)  Pursue
      any other remedy now or hereafter available to Landlord under the laws or
      judicial decisions of the state in which the Property is
      located.

              


      

       

      Section
10.04.  Repayment
of  "Free" Rent.  If this Lease provides for a
postponement of any monthly rental payments, a period of "free" rent or other
rent concession, such postponed rent or "free" rent is called the "Abated
Rent."  Tenant shall be credited with having paid all of the Abated
Rent on the expiration of the Lease Term only if Tenant has fully, faithfully,
and punctually performed all of Tenant's obligations hereunder, including the
payment of all rent (other than the Abated Rent) and all other monetary
obligations and the surrender of the Property in the physical condition required
by this Lease.  Tenant acknowledges that its right to receive credit
for the Abated Rent is absolutely conditioned upon Tenant's full, faithful and
punctual performance of it obligations under this Lease.  If Tenant
defaults and does not cure within any applicable grace period, the Abated Rent
shall immediately become due and payable in full and this Lease shall be
enforced as if there were no such rent abatement or other rent
concession.  In such case Abated Rent shall be calculated based on the
full initial rent payable under this Lease.

       

      Section
10.05.  Automatic
Termination.  Notwithstanding any other term or provision
hereof to the contrary, the Lease shall terminate on the occurrence of any act
which affirms the Landlord's intention to terminate the Lease as provided in
Section 10.03 hereof, including the filing of an unlawful detainer action
against Tenant.  On such termination, Landlord's damages for default
shall include all costs and fees, including reasonable attorneys' fees that
Landlord incurs in connection with the filing, commencement, pursuing and/or
defending of any action in any bankruptcy court or other court with respect to
the Lease; the obtaining of relief from any stay in bankruptcy restraining any
action to evict Tenant; or the pursuing of any action with respect to Landlord's
right to possession of the Property.  All such damages suffered (apart
from Base Rent and other rent payable hereunder) shall constitute pecuniary
damages which must be reimbursed to Landlord prior to assumption of the Lease by
Tenant or any successor to Tenant in any bankruptcy or other
proceeding.

       

      Section
10.06.  Cumulative
Remedies.  Landlord's exercise of any right or remedy shall not
prevent it from exercising any other right or remedy.

       

      


       

      ARTICLE
ELEVEN:  PROTECTION
OF LENDERS

       

      Section
11.01.  Subordination.  Landlord
shall have the right to subordinate this Lease to any ground lease, deed of
trust or mortgage encumbering the Property, any advances made on the security
thereof and any renewals, modifications, consolidations, replacements or
extensions thereof, whenever made or recorded.  Tenant shall cooperate
with Landlord and any lender which is acquiring a security interest in the
Property or the Lease.  Tenant shall execute such further documents
and assurances as such lender may require, provided that Tenant's obligations
under this Lease shall not be increased in any material way (the performance of
ministerial acts shall not be deemed material), and Tenant shall not be deprived
of its rights under this Lease.  Tenant's right to quiet possession of
the Property during the Lease Term shall not be disturbed if Tenant pays the
rent and performs all of Tenant's obligations under this Lease and is not
otherwise in default.  If any ground lessor, beneficiary or mortgagee
elects to have this Lease prior to the lien of its ground lease, deed of trust
or mortgage and gives written notice thereof to Tenant, this Lease shall be
deemed prior to such ground lease, deed of trust or mortgage whether this Lease
is dated prior or subsequent to the date of said ground lease, deed of trust or
mortgage or the date of recording thereof.

       

      Section
11.02.  Intentionally
Omitted

       

      Section
11.03.  Signing of
Documents.  Tenant shall sign and deliver any instrument or
documents necessary or appropriate to evidence any such attornment or
subordination or agreement to do so.  If Tenant fails to do so within
ten (10) days after written request, Tenant hereby makes, constitutes and
irrevocably appoints Landlord, or any transferee or successor of Landlord, the
attorney-in-fact of Tenant to execute and deliver any such instrument or
document.

       

      Section
11.04.  Estoppel
Certificates.

       

      
        	
                 
      

              	
                (a)  Upon
      Landlord's written request, Tenant shall execute, acknowledge and deliver
      to Landlord a written statement certifying, if in fact of the
      case:  (i) that none of the terms or provisions of this Lease
      have been changed (or if they have been changed, stating how they have
      been changed); (ii) that this Lease has not been canceled or terminated;
      (iii) the last date of payment of the Base Rent and other charges and the
      time period covered by such payment; (iv) that Landlord is not in default
      under this Lease (or, if Landlord is claimed to be in default, stating
      why); and (v) such other representations or information with respect to
      Tenant or the Lease as Landlord may reasonable request or which any
      prospective purchaser or encumbrancer of the Property may
      require.  Tenant shall deliver such statement to Landlord within
      ten (10) days after Landlord's request.  Landlord may give any
      such statement by Tenant to any prospective purchaser or encumbrancer of
      the Property.  Such purchaser or encumbrancer may rely
      conclusively upon such statement as true and
  correct.

              


      

       


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)  If
      Tenant does not deliver such statement to Landlord within such ten (10)
      -day period, Landlord, and any prospective purchaser or encumbrancer, may
      conclusively presume and rely upon the following facts: (i) that the terms
      and provisions of this Lease have not been changed except as otherwise
      represented by Landlord; (ii) that this Lease has not been canceled or
      terminated except as otherwise represented by Landlord; (iii) that not
      more than one month's Base Rent or other charges have been paid in
      advance; and (iv) that Landlord is not in default under the Lease. In such
      event, Tenant shall be estopped from denying the truth of such
      facts.

              


      

       

      Section
11.05.  Tenant's
Financial Condition.  Within thirty (30) days after written
request from landlord, Tenant shall deliver to Landlord such financial
statements as Landlord reasonably requires to verify the net worth of Tenant or
any assignee, subtenant, or guarantor of Tenant.  In addition, Tenant
shall deliver to any lender designated by Landlord any financial statements
required by such lender to facilitate the financing or refinancing of the
Property.  Tenant represents and warrants to Landlord that each such
financial statement is a true and accurate statement as of the date of such
statement.  All financial statements shall be confidential and shall
be used only for the purposes set forth in this Lease.

       

       

       

      ARTICLE
TWELVE:  LEGAL
COSTS

       

      Section
12.01.  Legal
Proceedings.  If Tenant or Landlord shall be in breach or
default under this Lease, such party (the "Defaulting Party") shall reimburse
the other party (the "Nondefaulting Party") upon demand for any costs or
expenses that the Nondefaulting Party incurs in connection with any breach or
default of the Defaulting Party under this Lease, whether or not suit is
commenced or judgment entered.  Such costs shall include legal fees
and costs incurred for the negotiation of a settlement, enforcement of rights or
otherwise.  Furthermore, if any action for breach of or to enforce the
provisions of this Lease is commenced, the court in such action shall award to
the party in whose favor a judgment is entered, a reasonable sum as attorneys'
fees and costs.  The losing party in such action shall pay such
attorneys' fees and costs.  Tenant and Landlord shall also indemnify
each other against and hold each other harmless from all costs, expenses,
demands and liability each other may incur if either party becomes or is made a
party to any claim or action (a) instituted by Tenant and/or Landlord against
any third party, or by any third party against Tenant and/or Landlord, or by or
against any person holding any interest under or using the Property by license
of or agreement with Tenant and/or Landlord; (b) for foreclosure of any lien for
labor or material furnished to or for Tenant and/or Landlord or such other
person; (c) otherwise arising out of or resulting from any act or transaction of
Tenant and/or Landlord or such other person; or (d) necessary to protect
Landlord's and/or Tenant’s interest under this Lease in a bankruptcy proceeding,
or other proceeding under Title 11 of the United States Code, as
amended.  Tenant shall defend Landlord against any such claim or
action at Tenant's expense with counsel reasonably acceptable to Landlord or, at
Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs
Landlord incurs in any such claim or action.  Landlord shall defend
Tenant against any such claim or action at Landlord’s expense with counsel
reasonably acceptable to Tenant or, at Tenant’s election, Landlord shall
reimburse Tenant for any legal fees or costs Tenant incurs in any such claim or
action.

       

      Section
12.02.  Landlord's
Consent.  Tenant shall pay Landlord's reasonable attorneys'
fees incurred in connection with Tenant's request for Landlord's consent under
Article Nine (Assignment and Subletting), or in connection with any other act
which Tenant proposes to do and which requires Landlord's consent.

       

      


       

      ARTICLE
THIRTEEN:  MISCELLANEOUS
PROVISIONS

       

      Section
13.01.  Non-Discrimination.  Tenant
promises, and it is a condition to the continuance of this Lease, that there
will be no discrimination against, or segregation of, any person or group of
persons on the basis of race, color, sex, creed, national origin or ancestry in
the leasing, subleasing, transferring, occupancy, tenure or use of the Property
or any portion thereof.

       

      Section
13.02.  Landlord's
Liability; Certain Duties.

       

      
        	
                 
      

              	
                (a)
      As used in this Lease, the term "Landlord" means only the current owner or
      owners of the fee title to the Property or Project or the leasehold estate
      under a ground lease of the Property or Project at the time in
      question.  Each Landlord is obligated to perform the obligations
      of Landlord under this Lease only during the time such Landlord owns such
      interest or title.  Any Landlord who transfers its title or
      interest is relieved of all liability with respect to the obligations of
      Landlord under this Lease to be performed on or after the date of
      transfer.  However, each Landlord shall deliver to its
      transferee all funds that Tenant previously paid if such funds have not
      yet been applied under the terms of this
Lease.

              


      

       

      
        	
                 
      

              	
                (b)
      Tenant shall give written notice of any failure by Landlord to perform any
      of its obligations under this Lease to Landlord and to any ground lessor,
      mortgagee or beneficiary under any deed of trust encumbering the Property
      whose name and address have been furnished to Tenant in
      writing.  Landlord shall not be in default under this Lease
      unless Landlord (or such ground lessor, mortgagee or beneficiary) fails to
      cure such non-performance within thirty (30) days after receipt of
      Tenant's notice.  However, if such non-performance reasonably
      requires more than thirty (30) days to cure, Landlord shall not be in
      default if such cure is commenced within such thirty (30) -day period and
      thereafter diligently pursued to
completion.

              


      

       

      
        	
                 
      

              	
                (c)  Notwithstanding
      any term or provision herein to the contrary, the liability of Landlord
      for the performance of its duties and obligations under this Lease is
      limited to Landlord's interest in the Property and the Project, and
      neither the Landlord nor its partners, shareholders, officers or other
      principals shall have any personal liability under this
      Lease  as long as the Landlord maintains at least a 25% equity
      ownership in the Project.

              


      

       

      Section
13.03.  Severability.  A
determination by a court of competent jurisdiction that any provision of this
Lease or any part thereof is illegal or unenforceable shall not cancel or
invalidate the remainder of such provision of this Lease, which shall remain in
full force and effect.

       

      Section
13.04.  Interpretation.  The
captions of the Articles or Sections of this Lease are to assist the Parties in
reading this Lease and are not a part of the terms or provisions of this
Lease.  Whenever required by the context of this Lease, the singular
shall include the plural and the plural shall include the
singular.  The masculine, feminine and neuter genders shall each
include the other.  In any provision relating to the conduct, acts or
omissions of Tenant, the term "Tenant" shall include Tenant's agents, employees,
contractors, invitees, successors or others using the Property with Tenant's
expressed or implied permission.

       

      Section
13.05  Incorporation
of Prior Agreements; Modifications.  This Lease is the only
agreement between the parties pertaining to the lease of the Property and no
other agreements are effective.  All amendments to this Lease shall be
in writing and signed by all parties.  Any other attempted amendment
shall be void.

       

      Section
13.06.  Notices.  All
notices required or permitted under this Lease shall be in writing and shall be
personally delivered or sent by certified mail, return receipt requested,
postage prepaid.  Notices to Tenant shall be delivered to the address
specified in Section 1.03 above, except that upon Tenant's taking possession of
the Property, the Property shall be Tenant's address for notice purposes.
Notices to Landlord shall be delivered to the address specified in Section 1.02
above.  All notices shall be effective upon
delivery.  Either party may change its notice address upon written
notice to the other party.

       


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      Section
13.07.  Waivers.  All
waivers must be in writing and signed by the waiving
party.  Landlord's failure to enforce any provision of this Lease or
its acceptance of rent shall not be a waiver and shall not prevent Landlord from
enforcing that provision or any other provision of this Lease in the
future.  No statement on a payment check from Tenant or in a letter
accompanying a payment check shall be binding on Landlord.  Landlord
may, with or without notice to Tenant, negotiate such check without being bound
to the conditions of such statement.

       

      Section
13.08.  No
Recordation.  Tenant shall not record this Lease without prior
written consent from Landlord.  However, either Landlord or Tenant may
require that a "Short Form" memorandum of this Lease executed by both parties be
recorded.  The party requiring such recording shall pay all transfer
taxes and recording fees.

       

      Section
13.09.  Binding
Effect; Choice of Law.  This Lease binds any party who legally
acquires any rights or interest in this Lease from Landlord or
Tenant.  However, Landlord shall have no obligation to Tenant's
successor unless the rights or interests of Tenant's successor are acquired in
accordance with the terms of this Lease.  The laws of the state of
Utah in which the Property is located shall govern this Lease.

       

      Section
13.10.  Corporate
Authority; Partnership Authority.  If Tenant is a corporation,
each person  signing this Lease on behalf of Tenant represents and
warrants that he has full authority to do so and that this Lease binds the
corporation.  Within thirty (30) days after this Lease is signed,
Tenant shall deliver to Landlord a certified copy of a resolution of Tenant's
Board of Directors authorizing the execution of this Lease or other evidence of
such authority reasonably acceptable to Landlord.  If Tenant is a
partnership, each person or entity signing this Lease for Tenant represents and
warrants that he or it is a general partner of the partnership, that he or it
has full authority to sign for the partnership and that this Lease binds the
partnership and all general partners of the partnership.  Tenant shall
give written notice to Landlord of any general partner's withdrawal or
addition.  Within thirty (30) days after this Lease is signed, Tenant
shall deliver to Landlord a copy of Tenant's recorded statement of partnership
or certificate of limited partnership.

       

      Section
13.11.  Joint and
Several Liability.  All parties signing this Lease as Tenant
shall be jointly and severally liable for all obligations of
Tenant.

       

      Section
13.12.  Force
Majeure.  If Landlord cannot perform any of its obligations due
to events beyond Landlord's control, the time provided for performing such
obligations shall be extended by a period of time equal to the duration of such
events.  Events beyond Landlord's control include, but are not limited
to, acts of God, war, civil commotion, labor disputes, strikes, fire, flood, or
other casualty, shortages of labor or material, government regulation or
restriction and weather conditions.

       

      Section
13.13.  Execution of
Lease.  This Lease may be executed in counterparts and, when
all counterpart documents are executed, the counterparts shall constitute a
single binding instrument.  Landlord's delivery of this Lease to
Tenant shall not be deemed to be an offer to lease and shall not be binding upon
either party until executed and delivered by both parties.

       

      Section
13.14.  Survival.  All
representations and warranties of Landlord and Tenant shall survive the
termination of this Lease.

       

      


       

      ARTICLE
FOURTEEN:  BROKERS

       

      Section
14.01. Broker's
Fee.  When this Lease is signed by and delivered to both
Landlord and Tenant, Landlord shall pay a real estate commission to Landlord's
Broker named in Section 1.08 above, if any, as provided in the written agreement
between Landlord and Landlord's Broker, or the sum stated in Section 1.09 above
for services rendered to Landlord by Landlord's Broker in this
transaction.  Landlord shall pay Landlord's Broker a commission if
Tenant exercises any option to extend the Lease Term or to buy the Property, or
any similar option or right which Landlord may grant to Tenant, or if Landlord's
Broker is the procuring cause of any other lease or sale entered into between
Landlord and Tenant covering the Property.  Such commission shall be
the amount set forth in Landlord's Broker's commission schedule in effect as of
the execution of this Lease.  If a Tenant's Broker is named in Section
1.08 above, Landlord's Broker shall pay an appropriate portion of its commission
Tenant's Broker if so provided in any agreement between Landlord's Broker and
Tenant's Broker.  Nothing contained in this Lease shall impose any
obligation on Landlord to pay a commission or fee to any party other than
Landlord's Broker.

       

      Section
14.02.  Protection of
Brokers.  If Landlord sells the Property, or assigns Landlord's
interest in this Lease, the buyer or assignee shall, by accepting such
conveyance of the property or assignment of the Lease, be conclusively deemed to
have agreed to make all payments to Landlord's Broker thereafter required of
Landlord under this Article Fourteen.  Landlord's Broker shall have
the right to bring a legal action to enforce or declare rights under this
provision.  The prevailing party in such action shall be entitled to
reasonable attorneys' fees to be paid by the losing party.  Such
attorneys' fees shall be fixed by the court in such action.  This
Paragraph is included in this Lease for the benefit of Landlord's
Broker.

       

      Section
14.03.  Agency
Disclosure; No Other Brokers.  Landlord and Tenant each warrant
that they have dealt with no other real estate broker(s) in connection with this
transaction except:  CB Richard Ellis, Inc. who represents Landlord, and NAI Utah Commercial Real
Estate, who represents Tenant .

       

      In the
event that CB Richard Ellis, Inc. represents both Landlord and Tenant, Landlord
and Tenant hereby confirm that they were timely advised of the dual
representation and that they consent to the same, and that they do not expect
said broker to disclose to either of them the confidential information of the
other party.

       

      ARTICLE
FIFTEEN:  COMPLIANCE

       

      The
parties hereto agree to comply with all applicable federal, state and local
laws, regulations, codes, ordinances and administrative orders having
jurisdiction over the parties, property or the subject matter of this Agreement,
including, but not limited to, the 1964 Civil Rights Act and all amendments
thereto, the Foreign Investment In Real Property Tax Act, the Comprehensive
Environmental Response Compensation and Liability Act, and The Americans With
Disabilities Act.

       

      ADDITIONAL
PROVISIONS MAY BE SET FORTH IN A RIDER OR RIDERS ATTACHED HERETO OR IN THE BLANK
SPACE BELOW.  IF NO ADDITIONAL PROVISIONS ARE INSERTED, PLEASE DRAW A
LINE THROUGH THE SPACE BELOW.

       

      


       

      


       

      


       

       

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      Landlord
and Tenant have signed this Lease at the place and on the dates specified
adjacent to their signatures below and have initialed all Riders which are
attached to or incorporated by reference in this Lease.

       

      
        
          	 
      	
                  “LANDLORD”

                
	 
      	 
      
	
                  Signed
      on 13 October 2008

                	
                  CB
      Center, LLC

                
	
                  At

                	 
      
	 
      	
                  By:  /s/
      James Gaddis

                
	 
      	
                  Its:  Managing
      Member

                
	 
      	
                  By:

                
	 
      	
                  Its:

                


        

        


         

        
          	 
      	
                  “TENANT”

                
	 
      	 
      
	
                  Signed
      on 10 October 2008

                	
                  ClearOne
      Communications, Inc.

                
	
                  At

                	 
      
	 
      	
                  By:  /s/
      Greg LeClaire

                
	 
      	
                  Its:  Chief
      Financial Officer

                
	 
      	
                  By:

                
	 
      	
                  Its:

                


        



      IN ANY
REAL ESTATE TRANSACTION, IT IS RECOMMENDED THAT YOU CONSULT WITH A PROFESSIONAL,
SUCH AS A CIVIL ENGINEER, INDUSTRIAL HYGIENIST OR OTHER PERSON WITH EXPERIENCE
IN EVALUATING THE CONDITION OF THE PROPERTY, INCLUDING THE POSSIBLE PRESENCE OF
ASBESTOS, HAZARDOUS MATERIALS AND UNDERGROUND STORAGE TANKS.

       


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      


       

      


       

      EXHIBIT A –
PREMISES

       

      
 

       

       


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      


       

      


       

      EXHIBIT B – RENEWAL
OPTION

       

      


       

      Tenant
shall be granted one (1) three (3) year option at a rate of $0.37 PSF, Per
Month, NNN for Year 6 with a $0.01 per square foot, per year increase in the
7th
and 8th years,
provided that Tenant gives Landlord written notice of the exercise of such
option on or before April 30, 2013, and that at the time of such notice is given
and on commencement of the extension term, this Lease is in full force and
effect and Tenant is not in default.

       

      


       


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      


       

      


       

      EXHIBIT C – CANCELLATION
PROVISION

       

      


       

      Tenant
shall be granted a one time cancellation clause of December 31,
2011.  Tenant shall be allowed to cancel the lease by Providing
Landlord’s three (3) month’s prior written notice and by paying a cancellation
fee equal to three (3) month’s rent at the time of the
cancellation.

       


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      


       

      


       

      EXHIBIT D – TENANT
IMPROVEMENTS

       

      


       

      Landlord
shall warrant that all functions of the space, including lights, power and HVAC
systems, are in proper working condition for the first three months of the
lease.

       

      


       

      Landlord
shall repaint and carpet the office area and clean the space thoroughly prior to
lease commencement.

       

      


       


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      


       

      


       

      EXHIBIT E – EARLY
OCCUPANCY

       

      


       

      Tenant
shall be granted access to the space upon full execution of a lease and
Landlord’s receipt of a certificate of insurance.  During the period
between Tenant’s occupancy and Lease Commencement on December 1,
2008  (the “Early Occupancy Period”), Tenant shall be subject to all
provisions of this Lease excepting that Tenant shall not be required to pay Base
Rent for the Early Occupancy Period.  Tenant shall be responsible for
all other charges including Tenant’s Pro Rata Share of Common Area Expenses
pursuant to the terms of the Lease.

       


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