EXHIBIT 10.49

 

            [LOGO] AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

        STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NET
            (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)

1.      BASIC PROVISIONS ("BASIC PROVISIONS"). 

1.1  PARTIES: This Lease ("LEASE"), dated for reference purposes only, 
January 29, 1999, is made by and between G&I WALSH LLC, a Delaware 
limited liability company ("LESSOR") and EXODUS COMMUNICATIONS, INC., a 
Delaware corporation ("LESSEE"), (collectively the "PARTIES," or 
individually a "PARTY").

1.2  PREMISES: That certain real property, including all improvements 
therein or to be provided by Lessor under the terms of this Lease, 
commonly known as 2401 Walsh Avenue, Santa Clara, located in the County 
of Santa Clara, State of California, and generally described as (describe 
briefly the nature of the property and, if applicable, the "PROJECT," if 
the property is located within a Project) an industrial/commercial 
building (the "Building") with an agreed rentable area of 95,700 square 
feet ("PREMISES"). (See also Paragraph 2)

1.3  TERM: Four (4) years and 8 months ("ORIGINAL TERM") commencing 
June 1, 2004 ("COMMENCEMENT DATE") and ending January 31, 2009 
("EXPIRATION DATE"). (See also Paragraph 3)

1.4  EARLY POSSESSION: [Not applicable]  ("EARLY POSSESSION DATE"). 
(See also Paragraphs 3.2 and 3.3)

1.5  BASE RENT: $115,797.00 per month ("BASE RENT"), payable on the 
first day of each month commencing June 1, 2004. (See also Paragraph 4)

[X]  If this box is checked, there are provisions in this Lease for the 
Base Rent to be adjusted. See Addendum 1.5

1.6  BASE RENT PAID UPON EXECUTION: $ None as Base Rent for the period 
[Not applicable].

1.7  SECURITY DEPOSIT: $ See Addendum 1.7 ("SECURITY DEPOSIT"). (See 
also Paragraph 5)

1.8  AGREED USE: Data Center processing and other lawful related uses. 
(See also Paragraph 6)

1.9  INSURING PARTY. Lessor is the "INSURING PARTY" unless otherwise 
stated herein. (See also Paragraph 8)

1.10 REAL ESTATE BROKERS. (See also Paragraph 15) 

(a) REPRESENTATION: The following real estate brokers (collectively, 
the "BROKERS") and brokerage relationships exist in this transaction 
(check applicable boxes):

[x]  Landmark Asset Management Group represents Lessor exclusively 
("LESSOR'S BROKER");

[x]  The Commercial Property Services Company represents Lessee 
exclusively ("LESSEE'S BROKER"); or

[ ] ________________________________________ represents both Lessor and 
Lessee ("DUAL AGENCY").

(b) PAYMENT TO BROKERS: Upon execution and delivery of this Lease by 
both Parties, Lessor shall pay to the Broker the fee agreed to in their 
separate written agreement.

1.11 GUARANTOR. The obligations of the Lessee under this Lease are to 
be guaranteed by [Not applicable] ("GUARANTOR"). (See also Paragraph 37)

1.12 ADDENDA AND EXHIBITS. Attached hereto is an Addendum or Addenda 
consisting of 20 pages and Exhibits A and B, all of which constitute a 
part of this Lease.

2.      PREMISES 

2.1  LETTING. Lessor hereby leases to Lessee, and Lessee hereby leases 
from Lessor, the Premises, for the term, at the rental, and upon all of 
the terms, covenants and conditions set forth in this Lease. Unless 
otherwise provided herein, any statement of size set forth in this Lease, 
or that may have been used in calculating rental, is an approximation 
which the Parties agree is reasonable and the rental based thereon is not 
subject to revision whether or not the actual size is more or less.

2.2  See Addendum 2.2 

2.3  COMPLIANCE. Lessor makes no representation or warranty as to 
whether the improvements on the Premises comply with applicable laws, 
covenants or restrictions of record, building codes, regulations and 
ordinances ("APPLICABLE REQUIREMENTS"). NOTE: Lessee is responsible for 
determining whether or not the zoning is appropriate for Lessee's 
intended use, and acknowledges that past uses of the Premises may no 
longer be allowed. If the Applicable Requirements are hereafter changed 
(as opposed to being in existence at the commencement of the term of the 
Prior Sublease (as defined in Addendum 2.2), which is addressed in 
Paragraph 6.2(e) below) so as to require during the term of this Lease 
the construction of an addition to or an alteration of the Building, the 
remediation of any Hazardous Substance, or the reinforcement or other 
physical modification of the Building ("CAPITAL EXPENDITURE"), Lessor and 
Lessee shall allocate the cost of such work as follows:

(a)  Subject to Paragraph 2.3(c) below, if such Capital Expenditures 
are required as a result of the specific and unique use of the Premises 
by Lessee as compared with uses by tenants in general, Lessee shall be 
fully responsible for the cost thereof, provided, however that if such 
Capital Expenditure is required during the last two (2) years of this 
Lease and the cost thereof exceeds six (6) months' Base Rent, Lessee may 
instead terminate this Lease unless Lessor notifies Lessee, in writing, 
within ten (10) days after receipt of Lessee's termination notice that 
Lessor has elected to pay the difference between the actual cost thereof 
and the amount equal to six (6) months' Base Rent. If Lessee elects 
termination, Lessee shall immediately cease the use of the Premises which 
requires such Capital Expenditure and deliver to Lessor written notice 
specifying a termination date at least ninety (90) days thereafter. Such 
termination date shall, however, in no event be earlier than the last day 
that Lessee could legally utilize the Premises without commencing such 
Capital Expenditure.

(b)  If such Capital Expenditure is not the result of the specific 
and unique use of the Premises by Lessee (such as, governmentally 
mandated seismic modifications), then Lessor and Lessee shall allocate 
the obligation to pay for such costs pursuant to the provisions of 
Paragraph 7.1(c); provided, however, that if such Capital Expenditure is 
required during the last two years of this Lease and the cost thereof 
exceeds six (6) months' Base Rent, Lessor shall have the option to 
terminate this Lease upon ninety (90) days prior written notice to Lessee 
unless Lessee notifies Lessor, in writing, within ten (10) days after 
receipt of Lessor's termination notice that Lessee will pay the 
difference between the actual cost of such Capital Expenditure and the 
amount equal to six (6) months' Base Rent. If Lessor does not elect to 
terminate, and fails to tender its share of any such Capital Expenditure, 
Lessee may advance such funds and deduct same, with interest, from Rent 
until Lessor's share of such costs have been fully paid. If Lessee is 
unable to finance Lessor's share, or if the balance of the Rent due and 
payable for the remainder of this Lease is not sufficient to fully 
reimburse Lessee on an offset basis, Lessee shall have the right to 
terminate this Lease upon thirty (30) days written notice to Lessor.

(c)  Notwithstanding the above, the provisions concerning Capital 
Expenditures are intended to apply only to non-voluntary, unexpected, and 
new Applicable Requirements. If the Capital Expenditures are instead 
triggered by Lessee as a result of an actual or proposed change in use, 
change in intensity of use, or modification to the Premises then, and in 
that event, Lessee shall be fully responsible for the cost thereof, and 
Lessee shall not have any right to terminate this Lease.

2.4  ACKNOWLEDGEMENTS. Lessee acknowledges that: (a) it has been 
advised by Lessor and/or Brokers to satisfy itself with respect to the 
condition of the Premises (including but not limited to the electrical, 
HVAC and fire sprinkler systems, security, environmental aspects, and 
compliance with Applicable Requirements), and their suitability for 
Lessee's intended use, (b) Lessee has made such investigation as it deems 
necessary with reference to such matters and assumes all responsibility 
therefor as the same relate to its occupancy of the Premises, and (c) 
neither Lessor, Lessor's agents, nor any broker has made any oral or 
written representations or warranties with respect to said matters other 
than as set forth in this Lease. In addition, Lessor acknowledges that: 
(a) Broker has made no representations, promises or warranties concerning 
Lessee's ability to honor the Lease or suitability to occupy the 
Premises, and (b) it is Lessor's sole responsibility to investigate the 
financial capability and/or suitability of all proposed tenants.

2.5  LESSEE AS PRIOR OWNER/OCCUPANT. The warranties made by Lessor in 
Paragraph 2 shall be of no force or effect if immediately prior to the 
Start Date Lessee was the owner or occupant of the Premises. In such 
event, Lessee shall be responsible for any necessary corrective work.

3.      TERM. See Addendum 3.1 

3.1  TERM. The Commencement Date, Expiration Date and Original Term of 
this Lease are as specified in Paragraph 1.3.

3.3  DELAY IN POSSESSION. Lessor agrees to use its best commercially 
reasonable efforts to deliver possession of the Premises to Lessee by the 
Commencement Date. If, despite said efforts, Lessor is unable to deliver 
possession as agreed, Lessor shall not be subject to any liability 
therefor, nor shall such failure affect the validity of this Lease. 
Lessee shall not, however, be obligated to pay Rent or perform its other 
obligations until it receives possession of the Premises. If possession 
is not delivered within sixty (60) days after the Commencement Date, 
Lessee may, at its option, by notice in writing within ten (10) days 
after the end of such sixty (60) day period, cancel this Lease, in which 
event the Parties shall be discharged from all obligations hereunder. If 
such written notice is not received by Lessor within said ten (10) day 
period, Lessee's right to cancel shall terminate. Except as otherwise 
provided, if possession is not tendered to Lessee by the Start Date and 
Lessee does not terminate this Lease, as aforesaid, any period of rent 
abatement that Lessee would otherwise have enjoyed shall run from the 
date of delivery of possession and continue for a period equal to what 
Lessee would otherwise have enjoyed under the terms hereof, but minus any 
days of delay caused by the acts or omissions of Lessee. If possession of 
the Premises is not delivered within four (4) months after the 
Commencement Date, this Lease shall terminate unless other agreements are 
reached between Lessor and Lessee, in writing.

3.4  LESSEE COMPLIANCE. Lessor shall not be required to tender 
possession of the Premises to Lessee until Lessee complies with its 
obligation to provide evidence of insurance (Paragraph 8.5). Pending 
delivery of such evidence, Lessee shall be required to perform all of its 
obligations under this Lease from and after the Start Date, including the 
payment of Rent, notwithstanding Lessor's election to withhold possession 
pending receipt of such evidence of insurance. Further, if Lessee is 
required to perform any other conditions prior to or concurrent with the 
Start Date, the Start Date shall occur but Lessor may elect to withhold 
possession until such conditions are satisfied.

4.      RENT. 

4.1 RENT DEFINED. All monetary obligations of Lessee to Lessor under 
the terms of this Lease (except for the Security Deposit) are deemed to 
be rent ("RENT").

4.2  PAYMENT. Lessee shall cause payment of rent to be received by 
Lessor in lawful money of the United States, without offset or deduction 
(except as specifically permitted in this Lease), on or before the day on 
which it is due. Rent for any period during the term hereof which is for 
less than one (1) full calendar month shall be prorated based upon the 
actual number of days of said month. Payment of Rent shall be made to 
Lessor at its address stated herein or to such other persons or place as 
Lessor may from time to time designate in writing. Acceptance of a 
payment which is less than the amount then due shall not be a waiver of 
Lessor's rights to the balance of such Rent, regardless of Lessor's 
endorsement of any check so stating.

5.      SECURITY DEPOSIT. See Addendum 1.7. 

6.      USE. 

6.1   USE. Lessee shall use and occupy the Premises only for the 
Agreed Use, or any other legal use which is reasonably comparable 
thereto, and for no other purpose. Lessee shall not use or permit the use 
of the Premises in a manner that is unlawful, creates damage, waste or a 
nuisance, or that disturbs owners and/or occupants of, or causes damage 
to neighboring properties. Lessor shall not unreasonably withhold or 
delay its consent to any written request for a modification of the Agreed 
Use, so long as the same will not impair the structural integrity of the 
improvements on the Premises or the mechanical or electrical systems 
therein, is not significantly more burdensome to the Premises. If Lessor 
elects to withhold consent, Lessor shall within five (5) business days 
after such request give written notification of same, which notice shall 
include an explanation of Lessor's objections to the change in use.

6.2   HAZARDOUS SUBSTANCES. 

(a)   REPORTABLE USES REQUIRE CONSENT. The term "HAZARDOUS 
SUBSTANCE" as used in this Lease shall mean any product, substance, or 
waste whose presence, use, manufacture, disposal, transportation, or 
release, either by itself or in combination with other materials expected 
to be on the Premises, is either: (i) potentially injurious to the public 
health, safety or welfare, the environment or the Premises; (ii) 
regulated or monitored by any governmental authority. Hazardous 
Substances shall include, but not be limited to, hydrocarbons, petroleum, 
gasoline, diesel fuel and/or crude oil or any products, by-products or 
fractions thereof. Lessee shall not engage in any activity in or on the 
Premises which constitutes a Reportable Use of Hazardous Substances 
without the express prior written consent of Lessor and timely compliance 
(at Lessee's expense) with all Applicable Requirements. "REPORTABLE USE" 
shall mean (i) the installation or use of any above or below ground 
storage tank, (ii) the generation, possession, storage, use, 
transportation, or disposal of a Hazardous Substance that requires a 
permit from, or with respect to which a report, notice, registration or 
business plan is required to be filed with, any governmental authority, 
and/or (iii) the presence at the Premises of a Hazardous Substance with 
respect to which any Applicable Requirements requires that a notice be 
given to persons entering or occupying the Premises or neighboring 
properties. Notwithstanding the foregoing, Lessee may use any ordinary 
and customary materials reasonably required to be used in the normal 
course of the Agreed Use, so long as such use is in compliance with all 
Applicable Requirements, is not a Reportable Use, and does not expose the 
Premises or neighboring property to any meaningful risk of contamination 
or damage or expose Lessor to any liability therefor. In addition, Lessor 
may condition its consent to any Reportable Use upon receiving such 
additional assurances as Lessor reasonably deems necessary to protect 
itself, the public, the Premises and/or the environment against damage, 
contamination, injury and/or liability, including, but not limited to, 
the installation (and removal on or before Lease expiration or 
termination) of protective modifications (such as concrete encasements) 
and/or increasing the Security Deposit. See Addendum 6.2(a).

(b)   DUTY TO INFORM LESSOR. If Lessee knows, or has reasonable 
cause to believe, that a Hazardous Substance has come to be located in, 
on, under or about the Premises, other than as previously consented to by 
Lessor, Lessee shall immediately give written notice of such fact to 
Lessor, and provide Lessor with a copy of any report, notice, claim or 
other documentation which it has concerning the presence of such 
Hazardous Substance.

(c)   LESSEE REMEDIATION. Lessee shall not cause or permit any 
Hazardous Substance to be spilled or released in, on, under, or about the 
Premises (including through the plumbing or sanitary sewer system) and 
shall promptly, at Lessee's expense, take all investigatory and/or 
remedial action reasonably recommended, whether or not formally ordered 
or required, for the cleanup of any contamination of, and for the 
maintenance, security and/or monitoring of the Premises or neighboring 
properties, that was caused or materially contributed to by Lessee, or 
pertaining to or involving any Hazardous Substance brought onto the 
Premises during the term of this Lease, by or for Lessee, or any party 
other than Lessor.

(d)   LESSEE INDEMNIFICATION. Lessee shall indemnify, defend and 
hold Lessor, its agents, employees, lenders and ground lessor, if any, 
harmless from and against any and all loss of rents and/or damages, 
liabilities, judgments, claims, expenses, penalties, and attorneys' and 
consultants' fees arising out of or involving any Hazardous Substance 
brought onto the Premises during the term of this Lease or the Prior 
Sublease by or for Lessee, or any party other than Lessor (provided, 
however, that Lessee shall have no liability under this Lease with 
respect to underground migration of any Hazardous Substance under the 
Premises from adjacent properties). Lessee's obligations shall include, 
but not be limited to, the effects of any contamination or injury to 
person, property or the environment created or suffered by Lessee, and 
the cost of investigation, removal, remediation, restoration and/or 
abatement, and shall survive the expiration or termination of this Lease. 
NO TERMINATION, CANCELLATION OR RELEASE AGREEMENT ENTERED INTO BY LESSOR 
AND LESSEE SHALL RELEASE LESSEE FROM ITS OBLIGATIONS UNDER THIS LEASE 
WITH RESPECT TO HAZARDOUS SUBSTANCES, UNLESS SPECIFICALLY SO AGREED BY 
LESSOR IN WRITING AT THE TIME OF SUCH AGREEMENT.

(e)   LESSOR INDEMNIFICATION. Lessor and its successors and assigns 
shall indemnify, defend, reimburse and hold Lessee, its employees and 
lenders, harmless from and against any and all environmental damages, 
including the cost of remediation, which existed as a result of Hazardous 
Substances on the Premises prior to the date of commencement of the Prior 
Sublease or which are caused by the gross negligence or willful 
misconduct of Lessor, its agents or employees. Lessor's obligations, as 
and when required by the Applicable Requirements, shall include, but not 
be limited to, the cost of investigation, removal, remediation, 
restoration and/or abatement, and shall survive the expiration or 
termination of this Lease.

(f)   INVESTIGATIONS AND REMEDIATIONS. Lessor shall retain the 
responsibility and pay for any investigations or remediation measures 
required by governmental entities having jurisdiction with respect to the 
existence of Hazardous Substances on the Premises prior to the date of 
commencement of the Prior Sublease unless such remediation measure is 
required as a result of Lessee's use (including "Alterations", as defined 
in paragraph 7.3(a) below) of the Premises, in which event Lessee shall 
be responsible for such payment. Lessee shall cooperate fully in any such 
activities at the request of Lessor, including allowing Lessor and 
Lessor's agents to have reasonable access in accordance with Section 32 
of the Addendum to the Premises at reasonable times in order to carry out 
Lessor's investigative and remedial responsibilities.

(g)   LESSOR TERMINATION OPTION. If a Hazardous Substance Condition 
occurs during the term of this Lease, unless Lessee is legally 
responsible therefor (in which case Lessee shall make the investigation 
and remediation thereof required by the Applicable Requirements and this 
Lease shall continue in full force and effect, but subject to Lessor's 
rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's 
option, either (i) investigate and remediate such Hazardous Substance 
Condition, if required, as soon as reasonably possible at Lessor's 
expense, in which event this Lease shall continue in full force and 
effect, or (ii) if the estimated cost to remediate such condition exceeds 
twelve (12) times the then monthly Base Rent or $100,000, whichever is 
greater, give written notice to Lessee, within thirty (30) days after 
receipt by Lessor of knowledge of the occurrence of such Hazardous 
Substance Condition, of Lessor's desire to terminate this Lease as of the 
date sixty (60) days following the date of such notice. In the event 
Lessor elects to give a termination notice, Lessee may, within ten (10) 
days thereafter, give written notice to Lessor of Lessee's commitment to 
pay the amount by which the cost of the remediation of such Hazardous 
Substance Condition exceeds an amount equal to twelve (12) times the then 
monthly Base Rent or $100,000, whichever is greater. Lessee shall provide 
Lessor with said funds or satisfactory assurance thereof within thirty 
(30) days following such commitment. In such event, this Lease shall 
continue in full force and effect, and Lessor shall proceed to make such 
remediation as soon as reasonably possible after the required funds are 
available. If Lessee does not give such notice and provide the required 
funds or assurance thereof within the time provided, this Lease shall 
terminate as of the date specified in Lessor's notice of termination. See 
Addendum 6.2(g).

6.3   LESSEE'S COMPLIANCE WITH APPLICABLE REQUIREMENTS. Except as 
otherwise provided in this Lease, Lessee shall, at Lessee's sole expense, 
fully, diligently and in a timely manner, materially comply with all 
Applicable Requirements, the requirements of any applicable fire 
insurance underwriter or rating bureau, and the recommendations of 
Lessor's engineers and/or consultants which relate in any manner to the 
Premises as the same pertain to interpretation of the Applicable 
Requirements without regard to whether said requirements are now in 
effect or become effective after the Start Date. Lessee shall, within ten 
(10) days after receipt of Lessor's written request, provide Lessor with 
copies of all permits and other documents, and other information 
evidencing Lessee's compliance with any Applicable Requirements specified 
by Lessor, and shall immediately upon receipt, notify Lessor in writing 
(with copies of any documents involved) or any threatened or actual 
claim, notice, citation, warning, complaint or report pertaining to or 
involving the failure of Lessee or the Premises to comply with any 
Applicable Requirements.

6.4   INSPECTION; COMPLIANCE. Lessor and Lessor's "Lender" (as defined 
in Paragraph 30 below) and consultants shall have the right to enter into 
Premises at any time, in the case of an emergency, and otherwise at 
reasonable times in accordance with Section 32 of the Addendum for the 
purpose of inspecting the condition of the Premises and for verifying 
compliance by Lessee with this Lease. The cost of any such inspections 
shall be paid by Lessor, unless a violation of Applicable Requirements, 
or a contamination is found to exist, or the inspection is requested or 
ordered by a governmental authority. In such case, Lessee shall upon 
request reimburse Lessor for the reasonable cost of such inspections, so 
long as such inspection is reasonably related to the violation or 
contamination.

7.      MAINTENANCE; REPAIRS, UTILITY INSTALLATIONS; TRADE FIXTURES AND 
ALTERATIONS.

7.1  LESSEE'S OBLIGATIONS. 

(a) IN GENERAL. Subject to the provisions of Addendum 2.2, 2.3 
(Compliance), 6.3 (Lessee's Compliance with Applicable Requirements), 7.2 
(Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), 
Lessee shall, at Lessee's sole expense, keep the Premises, Utility 
Installations, and Alterations in good order, condition and repair 
(whether or not the portion of the Premises requiring repairs, or the 
means of repairing the same, are reasonably or readily accessible to 
Lessee, and whether or not the need for such repairs occurs as a result 
of Lessee's use, any prior use, the elements or the age of such portion 
of the Premises), including, but not limited to, all equipment or 
facilities, such as plumbing, heating, ventilating, air-conditioning, 
electrical, lighting facilities, boilers, pressure vessels, fire 
protection system, fixtures, walls (interior and exterior), foundations, 
ceilings, roofs, floors, windows, doors, plate glass, skylights, 
landscaping, driveways, parking lots, fences, retaining walls, signs, 
sidewalks and parkways located in, on, or adjacent to the Premises. 
Lessee, in keeping the Premises in good order, condition and repair, 
shall exercise and perform good maintenance practices, specifically 
including the procurement and maintenance of the service contracts 
required by Paragraph 7.1(b) below. Lessee's obligations shall include 
restorations, replacements or renewals when necessary to keep the 
Premises and all improvements thereon or a part thereof in good order, 
condition and state of repair. Lessee shall, during the term of this 
Lease, keep the exterior appearance of the Building in a good and 
tenantable condition consistent with the exterior appearance of other 
similar facilities of comparable age and size in the vicinity, including, 
when necessary, the exterior repairing of the Building.

(b)  SERVICE CONTRACTS. Lessee shall, at Lessee's sole expense, 
procure and maintain contracts, with copies to Lessor, in customary form 
and substance for, and with contractors specializing and experienced in 
the maintenance of the following equipment and improvements ("Basic 
Elements"), if any, if and when installed on the Premises: (i) HVAC 
equipment, (ii) boiler, and pressure vessels, (iii) fire extinguishing 
systems, including fire alarm and/or smoke detection, (iv) landscaping 
and irrigation systems, (v) roof covering and drains, (vi) driveways and 
parking lots, (vii) clarifiers, (viii) basic utility feed to the 
perimeter of the Building, and (ix) any other equipment, if reasonably 
required by Lessor.

(c)  REPLACEMENT. Subject to Lessee's indemnification of Lessor as 
set forth in Paragraph 8.7 below, and without relieving Lessee of 
liability resulting from Lessee's failure to exercise and perform good 
maintenance practices, if the Basic Elements described in Paragraph 
7.1(b) cannot be repaired other than at a cost which is in excess of 50% 
of the cost of replacing such Basic Elements, then such Basic Elements 
shall be replaced by Lessor, and the cost thereof shall be prorated 
between the Parties and Lessee shall only be obligated to pay, each month 
during the remainder of the term of this Lease, on the date on which Base 
Rent is due, an amount equal to the product of multiplying the cost of 
such replacement by a fraction, the numerator of which is one, and the 
denominator of which is the number of months of the useful life of such 
replacement as such useful life is specified pursuant to generally 
accepted accounting principles for depreciation thereof (including 
interest on the unamortized balance at the Prime Rate (as defined in 
Addendum 7.1), with Lessee reserving the right to prepay its obligation 
at any time. See Addendum 7.1.

7.2  LESSOR'S OBLIGATIONS. Subject to the provisions of Addendum 2.2, 
and Paragraphs 2.3 (Compliance), 9 (Damage or Destruction) and 14 
(Condemnation), it is intended by the Parties hereto that Lessor have no 
obligation, in any manner whatsoever, to repair and maintain the 
Premises, or the equipment therein, all of which obligations are intended 
to be that of the Lessee. It is the intention of the Parties that the 
terms of this Lease govern the respective obligations of the Parties as 
to maintenance and repair of the Premises, and they expressly waive the 
benefit of any statute now or hereafter in effect to the extent it is 
inconsistent with the terms of this Lease.

7.3  UTILITY INSTALLATIONS; TRADE FIXTURES; ALTERATIONS. See Addendum  7.3. 

(a) DEFINITIONS; CONSENT REQUIRED. The term "UTILITY INSTALLATIONS" 
refers to all floor and window coverings, air lines, power panels, 
electrical distribution, security and fire protection systems, 
communication systems, lighting fixtures, HVAC equipment, plumbing, and 
fencing in or on the Premises. The term "TRADE FIXTURES" shall mean 
Lessee's machinery and equipment that can be removed without doing 
material damage to the Premises. The term "ALTERATIONS" shall mean any 
modification of the improvements, other than Utility Installations or 
Trade Fixtures, whether by addition or deletion. "LESSEE OWNED 
ALTERATIONS AND/OR UTILITY INSTALLATIONS" are defined as Alterations 
and/or Utility Installations made by Lessee that are not yet owned by 
Lessor pursuant to Paragraph 7.4(a) or that Lessee is permitted to 
remove. Pursuant to Addendum 7.4, Lessee shall not make any Alterations 
or Utility Installations to the Premises without Lessor's prior written 
consent. Lessee may, however, make non-structural Utility Installations 
to the interior of the Premises without such consent but upon notice to 
Lessor, as long as they are not visible from the outside, do not involve 
puncturing, relocating or removing existing walls, and the cumulative 
cost thereof during this Lease as extended does not exceed $100,000 in 
any one year.

(b)  CONSENT. Any Alterations or Utility Installations that Lessee 
shall desire to make and which require the consent of the Lessor shall be 
presented to Lessor in written form with detailed plans. Consent shall be 
deemed conditioned upon Lessee's: (i) acquiring all applicable 
governmental permits, (ii) furnishing Lessor with copies of both the 
permits and the plans and specifications prior to commencement of the 
work, and (iii) compliance with all conditions of said permits and other 
Applicable Requirements in a prompt and expeditious manner. Any 
Alterations or Utility Installations shall be performed in a workmanlike 
manner with good and sufficient materials. Lessee shall promptly upon 
completion furnish Lessor with as-built plans and specifications whether 
or not such Alterations or Utility Installations require Lessor's 
consent. For work which costs more than $1,000,000 excluding the cost of 
any Trade Fixtures, Lessor may condition its consent upon Lessee 
providing a lien and completion bond in an amount equal to one and one-
half times the estimated costs of such Alteration or Utility Installation 
and/or upon Lessee's posting an additional Security Deposit with Lessor.

(c)  INDEMNIFICATION. Lessee shall pay, when due, all claims for 
labor or materials furnished or alleged to have been furnished to or for 
Lessee at or for use on the Premises, which claims are or may be secured 
by any mechanic's or materialmen's lien against the Premises or any 
interest therein. Lessee shall give lessor not less than ten (10) days' 
notice prior to the commencement of any work in, on or about the 
Premises, and Lessor shall have the right to post notices of non-
responsibility. If Lessee shall contest the validity of any such lien, 
claim or demand, then Lessee shall, at its sole expense defend and 
protect itself, Lessor and the Premises against the same and shall pay 
and satisfy any such adverse judgment that may be rendered thereon before 
the enforcement thereof. If Lessor shall require, Lessee shall furnish a 
surety bond in an amount equal to one and one-half times the amount of 
such contested lien, claim or demand, indemnifying Lessor against 
liability for the same. If Lessor elects to participate in any such 
action, Lessee shall pay Lessor's attorneys' fees and costs.

7.4  OWNERSHIP; REMOVAL; SURRENDER; AND RESTORATION. See Addendum 7.4. 

(a) OWNERSHIP. Subject to Lessor's right to require removal or elect 
ownership as hereinafter provided, all Alterations and Utility 
Installations made by Lessee shall be the property of Lessee, but 
considered a part of the Premises. Lessor may, at any time, elect in 
writing to be the owner of all or any specified part of the Lessee Owned 
Alterations and Utility Installations. Unless otherwise instructed per 
Paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility 
Installations shall, at the expiration or termination of this Lease, 
become the property of Lessor and be surrendered by Lessee with the 
Premises.

(b)  REMOVAL. By delivery to Lessee of written notice from Lessor 
not earlier than ninety (90) and not later than thirty (30) days prior to 
the end of the term of this Lease, Lessor may require that any or all 
Lessee Owned Alterations or Utility Installations be removed by the 
expiration or termination of this Lease. Lessor may require the removal 
at any time of all or any part of any Lessee Owned Alterations or Utility 
Installations made without the required consent.

(c)  SURRENDER/RESTORATION. Lessee shall surrender the Premises by 
the Expiration Date or any earlier termination date, with all of the 
improvements, parts and surfaces thereof (except for those which Lessee 
is permitted to remove pursuant to Addendum paragraph 7.4 or required to 
remove pursuant to subparagraph 7.4(b) above) broom clean and free of 
debris, and in good operating order, condition and state of repair, 
ordinary wear and tear excepted. "Ordinary wear and tear" shall not 
include any damage or deterioration that would have been prevented by 
good maintenance practice. Lessee shall repair any damage occasioned by 
the installation, maintenance or removal of Trade Fixtures, Lessee Owned 
Alterations and/or Utility Installations, furnishings, and equipment as 
well as the removal of any storage tank installed by or for Lessee, and 
the removal, replacement or remediation of any soil, material or 
groundwater contaminated by Lessee. Trade Fixtures shall remain the 
property of Lessee and shall be removed by Lessee. The failure by Lessee 
to timely vacate the Premises pursuant to this Paragraph 7.4(c) without 
the express written consent of Lessor shall constitute a holdover under 
the provisions of Paragraph 26 below.

8.      INSURANCE; INDEMNITY. 

8.1  PAYMENT FOR INSURANCE. Lessee shall pay for all insurance 
required under Paragraph 8 Except to the extent of the cost attributable 
to liability insurance carried by Lessor under Paragraph 8.2(b) in excess 
of $10,000,000 per occurrence. Premiums for policy periods commencing 
prior to or extending beyond the Lease term shall be prorated to 
correspond to the Lease term. Payment shall be made by Lessee to lessor 
within ten (10) days following receipt of an invoice. See Addendum 8.1

8.2  LIABILITY INSURANCE. 

(a) CARRIED BY LESSEE. Lessee shall obtain and keep in force a 
Commercial General Liability Policy of Insurance protecting Lessee and 
Lessor against claims for bodily injury, personal injury and property 
damage based upon or arising out of the ownership, use, occupancy or 
maintenance of the Premises and all areas appurtenant thereto. Such 
insurance shall be on an occurrence basis providing single limit coverage 
in an amount not less than $10,000,000 per occurrence with an "ADDITIONAL 
INSURED-MANAGERS OR LESSORS OF PREMISES ENDORSEMENT" and contain the 
"AMENDMENT OF THE POLLUTION EXCLUSION ENDORSEMENT" for damage caused by 
heat, smoke or fumes from a hostile fire. The Policy shall not contain 
any intra-insured exclusions as between insured persons or organizations, 
but shall include coverage for liability assumed under this Lease as an 
"insured contract" for the performance of Lessee's indemnity obligations 
under this Lease. The limits of said insurance shall not, however, limit 
the liability of Lessee nor relieve Lessee of any obligation hereunder. 
All insurance carried by Lessee shall be primary to and not contributory 
with any similar insurance carried by Lessor, whose insurance shall be 
considered excess insurance only.

(b) CARRIED BY LESSOR. Lessor shall maintain liability insurance as 
described in Paragraph 8.2(a), in addition to, and not in lieu of, the 
insurance required to be maintained by Lessee. Lessee shall not be named 
as an additional insured therein.

8.3  PROPERTY INSURANCE - BUILDING, IMPROVEMENTS AND RENTAL VALUE. 

(a) BUILDING AND IMPROVEMENTS. The Insuring Party shall obtain and 
keep in force a policy or policies in the name of Lessor, with loss 
payable to Lessor, any groundlessor, and to any Lender(s) insuring loss 
or damage to the Premises. The amount of such insurance shall be equal to 
the full replacement cost of the Premises, as the same shall exist from 
time to time, or the amount required by any Lenders, but in no event more 
than the commercially reasonable and available insurable value thereof. 
If Lessor is the Insuring Party, however, Lessee Owned Alterations and 
Utility Installations, Trade Fixtures, and Lessee's personal property 
shall be insured by Lessee under Paragraph 8.4 rather than by Lessor. If 
the coverage is available and commercially appropriate, such policy or 
policies shall insure against all risks of direct physical loss or damage 
(including the perils of flood and/or earthquake), including coverage for 
debris removal and the enforcement of any Applicable Requirements 
requiring the upgrading, demolition, reconstruction or replacement of any 
portion of the Premises as the result of a covered loss. Said policy or 
policies shall also contain an agreed valuation provision in lieu of any 
coinsurance clause, waiver of subrogation, and inflation guard protection 
causing an increase in the annual property insurance coverage amount by a 
factor of not less than the adjusted U.S. Department of Labor Consumer 
Price Index for All Urban Consumers for the city nearest to where the 
Premises are located. If such insurance coverage has a deductible clause, 
the deductible amount shall not exceed $5,000 per occurrence, and Lessee 
shall be liable for such deductible amount in the event of an insured 
Loss. See Addendum 8.3

(b) RENTAL VALUE. The Insuring Party shall obtain and keep in force 
a policy or policies in the name of Lessor with loss payable to Lessor 
and any Lender, insuring the loss of the full Rent for one (1) year. Said 
insurance shall provide that in the event the Lease is terminated by 
reason of an insured loss, the period of indemnity for such coverage 
shall be extended beyond the date of the completion of repairs or 
replacement of the Premises, to provide for one full year's loss of Rent 
from the date of any such loss. Said insurance shall contain an agreed 
valuation provision in lieu of any coinsurance clause, and the amount of 
coverage shall be adjusted annually to reflect the projected Rent 
otherwise payable by Lessee, for the next twelve (12) month period. 
Lessee shall be liable for any deductible amount in the event of such 
loss.

(c) ADJACENT PREMISES. If the Premises are part of a larger 
building, or of a group of buildings owned by Lessor which are adjacent 
to the Premises, the Lessee shall pay for any increase in the premiums 
for the property insurance of such building or buildings if said increase 
is caused by Lessee's acts, omissions, use or occupancy of the Premises.

8.4  LESSEE'S PROPERTY/BUSINESS INTERRUPTION INSURANCE 

(a) PROPERTY DAMAGE. Lessee shall obtain and maintain insurance 
coverage on all or Lessee's personal property, Trade Fixtures, and Lessee 
Owned Alterations and Utility Installations. Such insurance shall be full 
replacement cost coverage with a deductible of not to exceed $5,000 per 
occurrence. The proceeds from any such insurance shall be used by Lessee 
for the replacement of personal property, Trade Fixtures and Lessee Owned 
Alterations and Utility Installations, except in the case of a casualty 
occurring during the final year of the term of this Lease. Lessee shall 
provide Lessor with written evidence that such insurance is in force.

(b) NO REPRESENTATION OF ADEQUATE COVERAGE. Lessor makes no 
representation that the limits or forms of coverage of insurance 
specified herein are adequate to cover Lessee's property, business 
operations or obligations under this Lease.

8.5  INSURANCE POLICIES. Insurance required herein shall be by 
companies duly licensed or admitted to transact business in the state 
where the Premises are located, and maintaining during the policy term a 
"General Policyholders Rating" of at least B+ IX, as set forth in the 
most current issue of "Best's Insurance Guide", or such other rating as 
may be required by a Lender. Lessee shall not do or permit to be done 
anything which invalidates the required insurance policies. Lessee shall, 
prior to the Start Date, deliver to Lessor certified copies of policies 
of such insurance or certificates evidencing the existence and amounts of 
the required insurance. No such policy shall be cancelable or subject to 
modification except after thirty (30) days prior written notice to 
Lessor. Lessee shall, at least thirty (30) days prior to the expiration 
of such policies, furnish Lessor with evidence of renewals or "insurance 
binders" evidencing renewal thereof, or Lessor may order such insurance 
and charge the cost thereof to Lessee, which amount shall be payable by 
Lessee to Lessor upon demand. Such policies shall be for a term of at 
least one year, or the length of the remaining term of this Lease, 
whichever is less. If either Party shall fail to procure and maintain the 
insurance required to be carried by it, the other Party may, but shall 
not be required to, procure and maintain the same.

8.6  WAIVER OF SUBROGATION. Without affecting any other rights or 
remedies, Lessee and Lessor each hereby release and relieve the other, 
and waive their entire right to recover damages against the other, for 
loss of or damage to its property arising out of or incident to the 
perils required to be insured against herein. The effect of such releases 
and waivers is not limited by the amount of insurance carried or 
required, or by any deductibles applicable hereto. The Parties agree to 
have their respective property damage insurance carriers waive any right 
to subrogation that such companies may have against Lessor or Lessee, as 
the case may be, so long as the insurance is not invalidated thereby.

8.7  INDEMNITY. Except for Lessor's gross negligence or willful 
misconduct, Lessee shall indemnify, protect, defend and hold harmless the 
Premises, Lessor and its agents, Lessor's master or ground lessor, 
partners and Lenders, from and against any and all claims, loss of rents 
and/or damages, liens, judgments, penalties, attorneys' and consultants' 
fees, expenses and/or liabilities arising out of, involving, or in 
connection with, the use and/or occupancy of the Premises by Lessee. If 
any action or proceeding is brought against Lessor by reason of any of 
the foregoing matters, Lessee shall upon notice defend the same at 
Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor 
shall cooperate with Lessee in such defense. Lessor need not have first 
paid any such claim in order to be defended or indemnified.

8.8  EXEMPTION OF LESSOR FROM LIABILITY. Lessor shall not be liable 
for injury or damage to the person or goods, wares, merchandise or other 
property of Lessee, Lessee's employees, contractors, invitees, customers, 
or any other person in or about the Premises, whether such damage or 
injury is caused by or results from fire, steam, electricity, gas, water 
or rain, or from the breakage, leakage, obstruction or other defects of 
pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting 
fixtures, or from any other cause, whether the said injury or damage 
results from conditions arising upon the Premises or upon other portions 
of the Building of which the Premises are a part, or from other sources 
or places. Lessor shall not be liable for any damages arising from any 
act or neglect of any other tenant or Lessor. Notwithstanding Lessor's 
negligence or breach of this Lease, Lessor shall under no circumstances 
be liable for injury to Lessee's business or for any loss of income or 
profit therefrom.

9.   DAMAGE OR DESTRUCTION. Nothing in this Paragraph 8.8 is intended to 
relieve Lessor from its obligations, if any, under Paragraph 6.2 of this 
Lease (including the Addendum).

9.1  DEFINITIONS. 

(a) "PREMISES PARTIAL DAMAGE" shall mean damage or destruction to 
the improvements on the Premises, other than Lessee Owned Alterations and 
Utility Installations, which can reasonably be repaired in six (6) months 
or less from the date of the damage or destruction.

        Initials________ __________ 

Lessor shall notify Lessee in writing within thirty (30) days from the 
date of the damage or destruction as to whether or not the damage is 
Partial or Total.

(b) "PREMISES TOTAL DESTRUCTION" shall mean damage or destruction to 
the Premises, other than Lessee Owned Alterations and Utility 
Installations and Trade Fixtures, which cannot reasonably be repaired in 
six (6) months or less from the date of the damage or destruction. Lessor 
shall notify Lessee in writing within thirty (30) days from the date of 
the damage or destruction as to whether or not the damage is Partial or 
Total.

(c) "INSURED LOSS" shall mean damage or destruction to improvements 
on the Premises, other than Lessee Owned Alterations and Utility 
Installations and Trade Fixtures, which was caused by an event required 
to be covered by the insurance described in Paragraph 8.3(a), 
irrespective of any deductible amounts or coverage limits involved.

(d) "REPLACEMENT COST" shall mean the cost to repair or rebuild the 
improvements owned by Lessor at the time of the occurrence to their 
condition existing immediately prior thereto, including demolition, 
debris removal and upgrading by the operation of Applicable Requirements, 
and without deduction for depreciation.

(e) "HAZARDOUS SUBSTANCE CONDITION" shall mean the occurrence or 
discovery of a condition involving the presence of, or a contamination 
by, a Hazardous Substance as defined in Paragraph 6.2(a), in, on, or 
under the Premises.

9.2  PARTIAL DAMAGE -- INSURED LOSS. If a Premises Partial Damage that 
is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair 
such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations 
and Utility Installations) as soon as reasonably possible and this Lease 
shall continue in full force and effect; provided, however, that Lessee 
shall, at Lessor's election, make the repair of any damage or destruction 
the total cost to repair of which is $10,000 or less, and, in such event. 
Lessor shall make any applicable insurance proceeds available to Lessee 
on a reasonable basis for that purpose. Notwithstanding the foregoing, if 
the required insurance was not in force or the insurance proceeds are not 
sufficient to effect such repair, the Insuring Party shall promptly 
contribute the shortage in proceeds (except as to the deductible which is 
Lessee's responsibility) as and when required to complete said repairs. 
In the event, however, such shortage was due to the fact that, by reason 
of the unique nature of the improvements, full replacement cost insurance 
coverage was not commercially reasonable and available, Lessor shall have 
no obligation to pay for the shortage in insurance proceeds or to fully 
restore the unique aspects of the Premises unless Lessee provides Lessor 
with the funds to cover same, or adequate assurance thereof, within ten 
(10) days following receipt of written notice of such shortage and 
request therefor. If Lessor receives said funds or adequate assurance 
thereof within said ten (10) day period, the party responsible for making 
the repairs shall complete them as soon as reasonably possible and this 
Lease shall remain in full force and effect. If such funds or assurance 
are not received, Lessor may nevertheless elect by written notice to 
Lessee within ten (10) days thereafter to: (i) make such restoration and 
repair as is commercially reasonable with Lessor paying any shortage in 
proceeds, in which case this Lease shall remain in full force and effect; 
or (ii) have this Lease terminate thirty (30) days thereafter. Lessee 
shall not be entitled to reimbursement of any funds contributed by Lessee 
to repair any such damage or destruction. Premises Partial Damage due to 
flood or earthquake shall be subject to Paragraph 9.3, notwithstanding 
that there may be some insurance coverage, but the net proceeds of any 
such insurance shall be made available for the repairs if made by either 
Party; provided, however, that if Lessor actually receives proceeds 
sufficient to cover the full amount of the loss, excluding any 
deductible, this Paragraph 9.2 shall govern.

9.3  PARTIAL DAMAGE -- UNINSURED LOSS. If a Premises Partial Damage 
that is not an Insured Loss occurs, unless caused by a negligent or 
willful act of Lessee (in which event Lessee shall make the repairs at 
Lessee's expense), Lessor may either: (i) repair such damage as soon as 
reasonably possible at Lessor's expense, in which event this Lease shall 
continue in full force and effect, or (ii) terminate this Lease by giving 
written notice to Lessee within thirty (30) days after receipt by Lessor 
of knowledge of the occurrence of such damage. Such termination shall be 
effective sixty (60) days following the date of such notice. In the event 
Lessor elects to terminate this Lease, Lessee shall have the right within 
ten (10) days after receipt of the termination notice to give written 
notice to Lessor of Lessee's commitment to pay for the repair of such 
damage without reimbursement from Lessor. Lessee shall provide Lessor 
with said funds or satisfactory assurance thereof within thirty (30) days 
after making such commitment. In such event this Lease shall continue in 
full force and effect, and Lessor shall proceed to make such repairs as 
soon as reasonably possible after the required funds are available. If 
Lessee does not make the required commitment, this Lease shall terminate 
as of the date specified in the termination notice. See Addendum 9.3

9.4  TOTAL DESTRUCTION. Notwithstanding any other provision hereof, if 
a Premises Total Destruction occurs, this Lease shall terminate sixty 
(60) days following such Destruction. If the damage or destruction was 
caused by the gross negligence or willful misconduct of Lessee, Lessor 
shall have the right to recover Lessor's damages from Lessee, except as 
provided in Paragraph 8.6.

9.5  DAMAGE NEAR END OF TERM. If at any time during the last six (6) 
months of this Lease there is damage for which the cost to repair two (2) 
month's Base Rent, whether or not an Insured Loss, Lessor may terminate 
this Lease effective sixty (60) days following the date of occurrence of 
such damage by giving a written termination notice to Lessee within 
thirty (30) days after the date of occurrence of such damage. 
Notwithstanding the foregoing, if Lessee at that time has an exercisable 
option to extend this Lease or to purchase the Premises, then Lessee may 
preserve this Lease by, (a) exercising such option and (b) providing 
Lessor with any shortage in insurance proceeds (or adequate assurance 
thereof) needed to make the repairs on or before the earlier of (i) the 
date which is ten days after Lessee's receipt of Lessor's written notice 
purporting to terminate this Lease, or (ii) the day prior to the date 
upon which such option expires. If Lessee duly exercises such option 
during such period and provides Lessor with funds (or adequate assurance 
thereof) to cover any shortage in insurance proceeds, Lessor shall, at 
Lessor's commercially reasonable expense, repair such damage as soon as 
reasonably possible and this Lease shall continue in full force and 
effect. If Lessee fails to exercise such option and provide such funds or 
assurance during such period, then this Lease shall terminate on the date 
specified in the termination notice and Lessee's option shall be 
extinguished.

9.6  ABATEMENT OF RENT; LESSEE'S REMEDIES. 

(a)  ABATEMENT. In the event of Premises Partial Damage or Premises 
Total Destruction or a Hazardous Substance Condition for which Lessee is 
not responsible under this Lease, the Rent payable by Lessee for the 
period required for the repair, remediation or restoration of such damage 
shall be abated in proportion to the degree to which Lessee's use of the 
Premises is impaired, but not to exceed the proceeds received from the 
Rental Value insurance. All other obligations of Lessee hereunder shall 
be performed by Lessee, and Lessor shall have no liability for any such 
damage, destruction, remediation, repair or restoration except as 
provided herein.

(b)  REMEDIES. If Lessor shall be obligated to repair or restore the 
Premises and does not commence, in a substantial and meaningful way, such 
repair or restoration within ninety (90) days after such obligation shall 
accrue, Lessee may, at any time prior to the commencement of such repair 
or restoration, give written notice to Lessor and to any Lenders of which 
Lessee has actual notice, of Lessee's election to terminate this Lease on 
a date not less than sixty (60) days following the giving of such notice. 
If Lessee gives such notice and such repair or restoration is not 
commenced within thirty (30) days thereafter, this Lease shall terminate 
as of the date specified in said notice. If the repair or restoration is 
commenced within said thirty (30) days, this Lease shall continue in full 
force and effect. "COMMENCE" shall mean the beginning of the actual work 
on the Premises. See Addendum 9.6

9.7  TERMINATION-ADVANCE PAYMENTS. Upon termination of this Lease 
pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment 
shall be made concerning advance Base Rent and any other advance payments 
made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so 
much of Lessee's Security Deposit as has not been, or is not then 
required to be, used by Lessor.

9.8  WAIVE STATUTES. Lessor and Lessee agree that the terms of this 
Lease shall govern the effect of any damage to or destruction of the 
Premises with respect to the termination of this Lease and hereby waive 
the provisions of any present or future statute to the extent 
inconsistent herewith.

10.     REAL PROPERTY TAXES. 

10.1 DEFINITION OF "REAL PROPERTY TAXES." As used herein, the term 
"REAL PROPERTY TAXES" shall include any form of assessment; real estate, 
general, special, ordinary or extraordinary, or rental levy or tax (other 
than inheritance, personal income or estate taxes); improvement bond; 
and/or license fee imposed upon or levied against any legal or equitable 
interest of Lessor in the Premises, Lessor's right to gross revenues 
therefrom (but not any tax on Lessor's net income from all sources), 
and/or Lessor's business of leasing, by any authority having the direct 
or indirect power to tax and where the funds are generated with reference 
to the Building address and where the proceeds so generated are to be 
applied by the city, county or other local taxing authority of a 
jurisdiction within which the Premises are located. The term "REAL 
PROPERTY TAXES" shall also include any tax, fee, levy, assessment or 
charge, or any increase therein, imposed by reason of events occurring 
during the term of this Lease, including but not limited to, a change in 
the ownership of the Premises.

10.2  See Addendum 10.2. 

(a)   PAYMENT OF TAXES. Lessee shall pay the Real Property Taxes 
applicable to the Premises during the term of this Lease. Subject to 
Paragraph 10.2(b), all such payments shall be made at least ten (10) days 
prior to any delinquency date. Lessee shall promptly furnish Lessor with 
satisfactory evidence that such taxes have been paid. If any such taxes 
shall cover any period of time prior to or after the expiration or 
termination of this Lease, Lessee's share of such taxes shall be prorated 
to cover only that portion of the tax bill applicable to the period that 
this Lease is in effect, and Lessor shall reimburse Lessee for any 
overpayment. If Lessee shall fail to pay any required Real Property 
Taxes, Lessor shall have the right to pay the same, and Lessee shall 
reimburse Lessor therefor upon demand.

(b)   ADVANCE PAYMENT. In the event Lessee incurs a late charge on 
any Rent payment two (2) times during any twelve (12) month period, 
Lessor may, at Lessor's option, estimate the current Real Property Taxes, 
and require that such taxes be paid in advance to Lessor by Lessee, 
either: (i) in a lump sum amount equal to the installment due, at least 
twenty (20) days prior to the applicable delinquency date, or (ii) 
monthly in advance with the payment of the Base Rent. If Lessor elects to 
require payment monthly in advance, the monthly payment shall be an 
amount equal to the amount of the estimated installment of taxes divided 
by the number of months remaining before the month in which said 
installment becomes delinquent. When the actual amount of the applicable 
tax bill is known, the amount of such equal monthly advance payments 
shall be adjusted as required to provide the funds needed to pay the 
applicable taxes. If the amount collected by Lessor is insufficient to 
pay such Real Property Taxes when due, Lessee shall pay Lessor, upon 
demand, such additional sums as are necessary to pay such obligations. 
All moneys paid to Lessor under this Paragraph may be intermingled with 
other moneys of Lessor and shall not bear interest. In the event of a 
Breach by Lessee in the performance of its obligations under this Lease, 
then any balance of funds paid to Lessor under the provisions of this 
Paragraph may at the option of Lessor, be treated as an additional 
Security Deposit.

10.3  JOINT ASSESSMENT. If the Premises are not separately assessed, 
Lessee's liability shall be an equitable proportion of the Real Property 
Taxes for all of the land and improvements included within the tax parcel 
assessed, such proportion to be reasonably determined by Lessor from the 
respective valuations assigned in the assessor's work sheets or such 
other information as may be reasonably available.

10.4  PERSONAL PROPERTY TAXES. Lessee shall pay, prior to delinquency, 
all taxes assessed against and levied upon Lessee Owned Alterations, 
Utility Installations, Trade Fixtures, furnishings, equipment and all 
personal property of Lessee. When possible, Lessee shall cause such 
property to be assessed and billed separately from the real property of 
Lessor. If any of Lessee's said personal property shall be assessed with 
Lessor's real property, Lessee shall pay Lessor the taxes attributable to 
Lessee's property within ten (10) days after receipt of a written 
statement.

11.   UTILITIES. Lessee shall pay for all water, gas, heat, light, power, 
telephone, trash disposal and other utilities and services supplied to 
the Premises, together with any taxes thereon. If any such services are 
not separately metered to Lessee, Lessee shall pay a reasonable 
proportion, to be determined by Lessor, of all charges jointly metered.

12.     ASSIGNMENT AND SUBLETTING. See Addendum 12. 

12.1  LESSOR'S CONSENT REQUIRED. 

(a)   Lessee shall not voluntarily or by operation of law assign, 
transfer, mortgage or encumber (collectively, "ASSIGN OR ASSIGNMENT") or 
sublet all or any part of Lessee's interest in this Lease or in the 
Premises without Lessor's prior written consent, which consent shall not 
be unreasonably withheld or delayed.

(b)   A change in the control of Lessee shall constitute an 
assignment requiring consent. The transfer, on a cumulative basis, of 
twenty-five percent (25%) or more of the voting control of Lessee shall 
constitute a change in control for this purpose.

(c)   The involvement of Lessee or its assets in any transaction, or 
series of transactions (by way of merger, sale, acquisition, financing, 
transfer, leveraged buy-out or otherwise), whether or not a formal 
assignment or hypothecation of this Lease or Lessee's assets occurs, 
which results or will result in a reduction of the Net Worth of Lessee by 
an amount greater than twenty-five percent (25%) of such Net Worth as it 
was represented at the time of the execution of this Lease or at the time 
of the most recent assignment to which Lessor has consented, or as it 
exists immediately prior to said transaction constituting such reduction, 
whichever was or is greater, shall be considered an assignment of this 
Lease to which Lessor may withhold its consent. "NET WORTH OF LESSEE" 
shall mean the net worth of Lessee (excluding any guarantors) established 
under generally accepted accounting principles.

(d)   An assignment or subletting without consent shall be a Default 
curable after notice per Paragraph 13.1(c). If Lessee fails to cure such 
Default within the applicable cure period, Lessor may either: (i) 
terminate this Lease, or (ii) upon thirty (30) days written notice, 
increase the monthly Base Rent to one hundred ten percent (110%) of the 
Base Rent then in effect. Further, in the event of such Breach and rental 
adjustment, (i) the purchase price of any option to purchase the Premises 
held by Lessee shall be subject to similar adjustment to one hundred ten 
percent (110%) of the price previously in effect, and (ii) all fixed and 
non-fixed rental adjustments scheduled during the remainder of the Lease 
term shall be increased to One Hundred Ten Percent (110%) of the 
scheduled adjusted rent.

(e)   Lessee's remedy for any breach of Paragraph 12.1 by Lessor 
shall be limited to compensatory damages and/or injunctive relief.

12.2  TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING. 

(a)   Regardless of Lessor's consent, any assignment or subletting 
shall not: (i) be effective without the express written assumption by 
such assignee or sublessee of the obligations of Lessee under this Lease, 
(ii) release Lessee of any obligations hereunder, or (iii) alter the 
primary liability of Lessee for the payment of Rent or for the 
performance of any other obligations to be performed by Lessee.

(b)   Lessor may accept Rent or performance of Lessee's obligations 
from any person other than Lessee pending approval or disapproval of an 
assignment. Neither a delay in the approval or disapproval of such 
assignment nor the acceptance of Rent or performance shall constitute a 
waiver or estoppel of Lessor's right to exercise its remedies for 
Lessee's Default or Breach.

(c)   Lessor's consent to any assignment or subletting shall not 
constitute a consent to any subsequent assignment or subletting.

(d)   In the event of any Default or Breach by Lessee, Lessor may 
proceed directly against Lessee, any Guarantors or anyone else 
responsible for the performance of Lessee's obligations under this Lease, 
including any assignee or sublessee, without first exhausting Lessor's 
remedies against any other person or entity responsible therefore to 
Lessor, or any security held by Lessor.

(e)   Each request for consent to an assignment or subletting shall 
be in writing, accompanied by information relevant to Lessor's 
determination as to the financial and operational responsibility and 
appropriateness of the proposed assignee or sublessee, including but not 
limited to the intended use and/or required modification of the Premises, 
if any, together with a fee of $1,000 or three percent (3%) of the 
current monthly Base Rent applicable to the portion of the Premises which 
is the subject of the proposed assignment or sublease, whichever is 
greater, as consideration for Lessor's considering and processing said 
request. Lessee agrees to provide Lessor with such other or additional 
information and/or documentation as may be reasonably requested.

(f)   Any assignee of, or sublessee under, this Lease shall, by 
reason of accepting such assignment or entering into such sublease, be 
deemed to have assumed and agreed to conform and comply with each and 
every term, covenant, condition and obligation herein to be observed or 
performed by Lessee during the term of said assignment or sublease, other 
than such obligations as are contrary to or inconsistent with provisions 
of an assignment or sublease to which Lessor has specifically consented 
to in writing.

12.3  ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING. The 
following terms and conditions shall apply to any subletting by Lessee of 
all or any part of the Premises and shall be deemed included in all 
subleases under this Lease whether or not expressly incorporated therein:

(a)   Lessee hereby assigns and transfers to Lessor all of Lessee's 
interest in all Rent payable on any sublease, and Lessor may collect such 
Rent and apply same toward Lessee's obligations under this Lease; 
provided, however, that until a Breach shall occur in the performance of 
Lessee's obligations, Lessee may collect said Rent. Lessor shall not, by 
reason of the foregoing or any assignment of such sublease, nor by reason 
of the collection of Rent, be deemed liable to the sublessee for any 
failure of Lessee to perform and comply with any of Lessee's obligations 
to such sublessee. Lessee hereby irrevocably authorizes and directs any 
such sublessee, upon receipt of a written notice from Lessor stating that 
a Breach exists in the performance of Lessee's obligations under this 
Lease, to pay to Lessor that portion of the Rent due and to become due 
under the sublease demanded in such notice from Lessor, provided that the 
amount demanded shall not exceed all amounts then due and payable by 
Lessee hereunder, including any past due Rent, as well as current Rent. 
Sublessee shall rely upon any such notice from Lessor and shall pay all 
Rents demanded by to Lessor without any obligation or right to inquire as 
to whether such Breach exists, notwithstanding any claim from Lessee to 
the contrary.

(b) In the event of a Breach by Lessee, Lessor may, at its option, 
require sublessee to attorn to Lessor, in which event Lessor shall 
undertake the obligations of the sublessor under such sublease from the 
time of the exercise of said option to the expiration of such sublease; 
provided, however, Lessor shall not be liable for any prepaid rents or 
security deposit paid by such sublessee to such sublessor or for any 
prior Defaults or Breaches of such sublessor.

(c)  Any matter requiring the consent of the sublessor under a 
sublease shall also require the consent of Lessor.

(d)  No sublessee shall further assign or sublet all or any part of 
the Premises without Lessor's prior written consent.

(e)  Lessor shall deliver a copy of any notice of Default or Breach 
by Lessee to the sublessee, who shall have the right to cure the Default 
of Lessee within the grace period, if any, specified in such notice. The 
sublessee shall have a right of reimbursement and offset from and against 
Lessee for any such Defaults cured by the sublessee.

13.     DEFAULT; BREACH; REMEDIES. See Addendum 13.1 

13.1 DEFAULT; BREACH. A "DEFAULT" is defined as a failure by the 
Lessee to comply with or perform any of the terms, covenants, conditions 
or rules under this Lease. A "BREACH" is defined as the occurrence of one 
or more of the following Defaults, and the failure of Lessee to cure such 
Default within any applicable grace period:

(a) The abandonment of the Premises; or the vacating of the Premises 
without providing a commercially reasonable level of security, or where 
the coverage of the property insurance described in Paragraph 8.3 is 
jeopardized as a result thereof, or without providing reasonable 
assurances to minimize potential vandalism.

(b) The failure of Lessee to make any payment of Rent or any 
Security Deposit required to be made by Lessee hereunder, whether to 
Lessor or to a third party, when due, to provide reasonable evidence of 
insurance or surety bond, or to fulfill any obligation under this Lease 
which endangers or threatens life or property, where such failure 
continues for a period of three (3) business days following written 
notice to Lessee.

(c) The failure by Lessee to provide (i) reasonable written evidence 
of compliance with Applicable Requirements, (ii) the service contracts, 
(iii) the rescission of an unauthorized assignment or subletting, (iv) a 
Estoppel Certificate, (v) a requested Subordination, (vii) any document 
requested under Paragraph 42 (easements), or (viii) any other 
documentation or information which Lessor may reasonably require of 
Lessee under the terms of this Lease, where any such failure continues 
for a period of ten (10) days or, in the case of any of the items set 
forth in clauses (i), (ii) or (viii), thirty (30) days following written 
notice to Lessee.

(d) A Default by Lessee as to the terms, covenants, conditions or 
provisions of this Lease, or of the rules adopted under Paragraph 40 
hereof, other than those described in subparagraphs 13.1(a), (b) or (c), 
above, where such Default continues for a period of thirty (30) days 
after written notice; provided, however, that if the nature of Lessee's 
Default is such that more than thirty (30) days are reasonably required 
for its cure, then it shall not be deemed to be a Breach if Lessee 
commences such cure within said thirty (30) day period and thereafter 
diligently prosecutes such cure to completion.

(e) The occurrence of any of the following events: (i) the making of 
any general arrangement or assignment for the benefit of creditors; (ii) 
becoming a "DEBTOR" as defined in 11 U.S.C. Section 101 or any successor 
statute thereto (unless, in the case of a petition filed against Lessee, 
the same is dismissed within sixty (60) days); (iii) the appointment of a 
trustee or receiver to take possession of substantially all of Lessee's 
assets located at the Premises or of Lessee's interest in this Lease, 
where possession is not restored to Lessee within thirty (30) days; or 
(iv) the attachment, execution or other judicial seizure of substantially 
all of Lessee's assets located at the Premises or of Lessee's interest in 
this Lease, where such seizure is not discharged within thirty (30) days; 
provided, however, in the event that any provision of this subparagraph 
(e) is contrary to any applicable law, such provision shall be of no 
force or effect, and not affect the validity of the remaining provisions.

(f) The discovery that any financial statement of Lessee given to 
Lessor was materially false.

13.2 REMEDIES. If Lessee fails to perform any of its affirmative 
duties or obligations, within ten (10) days after written notice (or in 
case of an emergency, without notice), Lessor may, at its option, perform 
such duty or obligation on Lessee's behalf, including but not limited to 
the obtaining of reasonably required bonds, insurance policies, or 
governmental licenses, permits or approvals. The costs and expenses of 
any such performance by Lessor shall be due and payable by Lessee upon 
receipt of invoice therefor. If any check given to Lessor by Lessee shall 
not be honored by the bank upon which it is drawn, Lessor, at its option, 
may require all future payments to be made by Lessee to be by cashier's 
check. In the event of a Breach, Lessor may, with or without further 
notice or demand, and without limiting Lessor in the exercise of any 
right or remedy which Lessor may have by reason of such Breach:

(a) Terminate Lessee's right to possession of the Premises by any 
lawful means, in which case this Lease shall terminate and Lessee shall 
immediately surrender possession to Lessor. In such event Lessor shall be 
entitled to recover from Lessee: (i) the unpaid Rent which had been 
earned at the time of termination; (ii) the worth at the time of award of 
the amount by which the unpaid rent which would have been earned after 
termination until the time of award exceeds the amount of such rental 
loss that the Lessee proves could have been reasonably avoided; (iii) the 
worth at the time of award of the amount by which the unpaid rent for the 
balance of the term after the time of award exceeds the amount of such 
rental loss that the Lessee proves could be reasonably avoided; and (iv) 
any other amount necessary to compensate Lessor for all the detriment 
proximately caused by the Lessee's failure to perform its obligations 
under this Lease or which in the ordinary course of things would be 
likely to result therefrom, including but not limited to the cost of 
recovering possession of the Premises, expenses of reletting, including 
necessary renovation and alteration of the Premises, reasonable 
attorneys' fees, and that portion of any leasing commission paid by 
Lessor in connection with this Lease applicable to the unexpired term of 
this Lease. The worth at the time of award of the amount referred to in 
provision (iii) of the immediately preceding sentence shall be computed 
by discounting such amount at the discount rate of the Federal Reserve 
Bank of the District within which the Premises are located at the time of 
award plus one percent (1%). Efforts by Lessor to mitigate damages caused 
by Lessee's Breach of this Lease shall not waive Lessor's right to 
recover damages under Paragraph 12. If termination of this Lease is 
obtained through the provisional remedy of unlawful detainer, Lessor 
shall have the right to recover in such proceeding any unpaid Rent and 
damages as are recoverable therein, or Lessor may reserve the right to 
recover all or any part thereof in a separate suit. If a notice and grace 
period required under Paragraph 13.1 was not previously given, a notice 
to pay rent or quit, or to perform or quit given to Lessee under the 
unlawful detainer statute shall also constitute the notice required by 
Paragraph 13.1. In such case, the applicable grace period required by 
Paragraph 13.1 and the unlawful detainer statute shall run concurrently, 
and the failure of Lessee to cure the Default within the greater of the 
two such grace periods shall constitute both an unlawful detainer and a 
Breach of this Lease entitling Lessor to the remedies provided for in 
this Lease and/or by said statute.

(b) Continue the Lease and Lessee's right to possession and recover 
the Rent as it becomes due, in which event Lessee may sublet or assign, 
subject only to reasonable limitations. Acts of maintenance, efforts to 
relet, and/or the appointment of a receiver to protect the Lessor's 
interests, shall not constitute a termination of the Lessee's right to 
possession.

(c)  Pursue any other remedy now or hereafter available under the 
laws or judicial decisions of the state wherein the Premises are located. 
The expiration or termination of this Lease and/or the termination of 
Lessee's right to possession shall not relieve Lessee from liability 
under any indemnity provisions of this Lease as to matters occurring or 
accruing during the term hereof or by reason of Lessee's occupancy of the 
Premises.

13.3 INDUCEMENT RECAPTURE. Any agreement for free or abated rent or 
other charges, or for the giving or paying by Lessor to or for Lessee of 
any cash or other bonus, inducement or consideration for Lessee's 
entering into this Lease, all of which concessions are hereinafter 
referred to as "INDUCEMENT PROVISIONS," shall be deemed conditioned upon 
Lessee's full and faithful performance of all of the terms, covenants and 
conditions of this Lease. Upon Breach of this Lease by Lessee, any such 
Inducement Provision shall automatically be deemed deleted from this 
Lease and of no further force or effect, and any rent, other charge, 
bonus, inducement or consideration theretofore abated, given or paid by 
Lessor under such an Inducement Provision shall be immediately due and 
payable by Lessee to Lessor, notwithstanding any subsequent cure of said 
Breach by Lessee. The acceptance by Lessor of rent or the cure of the 
Breach which initiated the operation of this paragraph shall not be 
deemed a waiver by Lessor of the provisions of this paragraph unless 
specifically so stated in writing by Lessor at the time of such 
acceptance.

13.4 LATE CHARGES. Lessee hereby acknowledges that late payment by 
Lessee of Rent will cause Lessor to incur costs not contemplated by this 
Lease, the exact amount of which will be extremely difficult to 
ascertain. Such costs include, but are not limited to, processing and 
accounting charges, and late charges which may be imposed upon Lessor by 
any Lender. Accordingly, if any Rent shall not be received by Lessor 
within five (5) days after such amount shall be due, then, without any 
requirement for notice to Lessee, Lessee shall pay to Lessor a one-time 
late charge equal to six percent (6%) of each such overdue amount. The 
parties hereby agree that such late charge represents a fair and 
reasonable estimate of the costs Lessor will incur by reason of such late 
payment. Acceptance of such late charge by Lessor shall in no event 
constitute a waiver of Lessee's Default or Breach with respect to such 
overdue amount, nor prevent the exercise of any of the other rights and 
remedies granted hereunder. In the event that a late charge is payable 
hereunder, whether or not collected, for three (3) consecutive 
installments of Base Rent, then notwithstanding any provision of this 
Lease to the contrary, Base Rent shall, at Lessor's option, become due 
and payable quarterly in advance.

13.5 INTEREST. Any monetary payment due Lessor hereunder, other than 
late charges, not received by Lessor, when due as to scheduled payments 
(such as Base Rent) or within thirty (30) days following the date on 
which it was due for non-scheduled payment, shall bear interest from the 
date when due, as to scheduled payments, or the thirty-first (31st) day 
after it was due as to non-scheduled payments. The interest ("INTEREST") 
charged shall be equal to the prime rate reported in the Wall Street 
Journal as published closest prior to the date when due plus four percent 
(4%), but shall not exceed the maximum rate allowed by law. Interest is 
payable in addition to the potential late charge provided for in 
Paragraph 13.4.

13.6 BREACH BY LESSOR. 

(a)  NOTICE OF BREACH. Lessor shall not be deemed in breach of this 
Lease unless Lessor fails within a reasonable time to perform an 
obligation required to be performed by Lessor. For purposes of this 
Paragraph, a reasonable time shall in no event be more than thirty (30) 
days after receipt by Lessor, and any Lender whose name and address shall 
have been furnished Lessee in writing for such purpose, of written notice 
specifying wherein such obligation of Lessor has not been performed, 
provided, however, that if the nature of Lessor's obligation is such that 
more than thirty (30) days are reasonably required for its performance, 
then Lessor shall not be in breach if performance is commenced within 
such thirty (30) day period and thereafter diligently pursued to 
completion.

(b)  PERFORMANCE BY LESSEE ON BEHALF OF LESSOR. In the event that 
neither Lessor not Lender cures said breach within thirty (30) days after 
receipt of said notice, or if having commenced said cure they do not 
diligently pursue it to completion, or in the case of an emergency, 
without waiting for the 30 day cure period to expire, then Lessee may 
elect to cure said breach at Lessee's expense and offset from Rent an 
amount equal to two (2) month's Base Rent and to pay an excess of such 
expense under protest, reserving Lessee's right to reimbursement from 
Lessor. Lessee shall document the cost of said cure and supply said 
documentation to Lessor.

14.  CONDEMNATION. If the Premises or any portion thereof are taken under 
the power of eminent domain or sold under the threat of the exercise of 
said power (collectively "CONDEMNATION"), this Lease shall terminate as 
to the part taken as of the date the condemning authority takes title or 
possession, whichever first occurs. If more than ten percent (10%) of any 
building portion of the premises, or more than twenty-five percent (25%) 
of the land area portion of the premises not occupied by any building, is 
taken by Condemnation. Lessee may, at Lessee's option, to be exercised in 
writing within ten (10) days after Lessor shall have given Lessee written 
notice of such taking (or in the absence of option, to be exercised in 
writing within ten (10) days after Lessor shall have given Lessee written 
notice of such taking (or in the absence of such notice, within ten (10) 
days after Lessee obtains knowledge that the condemning authority shall 
have taken possession) terminate this Lease as of the date the condemning 
authority takes such possession. If Lessee does not terminate this Lease 
in accordance with the foregoing, this Lease shall remain in full force 
and effect as to the portion of the Premises remaining, except that the 
Base Rent shall be reduced in proportion to the reduction in utility of 
the Premises caused by such Condemnation. Condemnation awards and/or 
payments shall be the property of Lessor, whether such award shall be 
made as compensation for diminution in value of the leasehold, the value 
of the part taken, or for severance damages; provided, however, that 
Lessee shall be entitled to any compensation for Lessee's relocation 
expenses, loss of business goodwill and/or Trade Fixtures, without regard 
to whether or not this Lease is terminated pursuant to the provisions of 
this Paragraph. All Alterations and Utility Installations made to the 
Premises by Lessee, for purposes of Condemnation only, shall be 
considered the property of the Lessee and Lessee shall be entitled to any 
and all compensation which is payable therefor. In the event that this 
Lease is not terminated by reason of the Condemnation, Lessor shall 
repair any damage to the Premises caused by such Condemnation.

15.     BROKERS' FEE, 

15.3 REPRESENTATIONS AND INDEMNITIES OF BROKER RELATIONSHIP. Lessee 
and Lessor each represent and warrant to the other that it has had no 
dealings with any person, firm, broker or finder (other than the Brokers, 
if any) in connection with this Lease, and that no one other than said 
named Brokers is entitled to any commission or finder's fee in connection 
herewith. Lessee and Lessor do each hereby agree to indemnify, protect, 
defend and hold the other harmless from and against liability for 
compensation or charges which may be claimed by any such unnamed broker, 
finder or other similar party by reason of any dealings or actions of the 
indemnifying Party, including any costs, expenses, attorneys' fees 
reasonably incurred with respect thereto.

16.     ESTOPPEL CERTIFICATES. See Addendum 16 

(a)  Each Party (as "RESPONDING PARTY") shall within ten (10) days 
after written notice from the other Party (the "REQUESTING PARTY") 
execute, acknowledge and deliver to the Requesting Party a statement in 
writing in form similar to the then most current "ESTOPPEL CERTIFICATE" 
form published by the American Industrial Real Estate Association, plus 
such additional information, confirmation and/or statements as may be 
reasonably requested by the Requesting Party, or by any prospective 
purchaser of the Premises, or by any existing or prospective lender to 
Lessor.

(c) If Lessor desires to finance, refinance, or sell the Premises, 
or any part thereof, Lessee shall deliver within five (5) business days 
after written request by Lessor, to any potential lender or purchaser 
designated by Lessor such financial statements as may be reasonably 
required by such lender or purchaser, including but not limited to 
Lessee's financial statements for the past three (3) years. All such 
financial statements shall be received by Lessor and such lender or 
purchaser in confidence and shall be used only for the purposes herein 
set forth.

17.  DEFINITION OF LESSOR. The term "LESSOR" as used herein shall mean 
the owner or owners at the time in question of the fee title to the 
Premises, or, if this is a sublease, of the Lessee's interest in the 
prior lease. In the event of a transfer of Lessor's title or interest in 
the Premises or this Lease, Lessor shall deliver to the transferee or 
assignee (in cash or by credit) any unused Security Deposit held by 
Lessor. Except as provided in Paragraph 15, upon such transfer or 
assignment and delivery of the Security Deposit, as aforesaid, the prior 
Lessor shall be relieved of all liability with respect to the obligations 
and/or covenants under this Lease thereafter to be performed by the 
Lessor, and the transferee or assignee shall be responsible for the 
performance of the obligations and covenants under this Lease from which 
the prior Lessor is relieved. Subject to the foregoing, the obligations 
and/or covenants in this Lease to be performed by the Lessor shall be 
binding only upon the Lessor as hereinabove defined. Notwithstanding the 
above, and subject to the provisions of Paragraph 20 below, the original 
Lessor under this Lease, and all subsequent holders of the Lessor's 
interest in this Lease shall remain liable and responsible with regard to 
the potential duties and liabilities of Lessor pertaining to Hazardous 
Substances as outlined in Paragraph 6 above.

18.  SEVERABILITY. The invalidity of any provision of this Lease, as 
determined by a court of competent jurisdiction, shall in no way affect 
the validity of any other provision hereof.

19.  DAYS. Unless otherwise specifically indicated to the contrary, the 
word "days" as used in this Lease shall mean and refer to calendar days.

20.  LIMITATION ON LIABILITY. Subject to the provisions of Paragraph 17 
above, the obligations of Lessor under this Lease shall not constitute 
personal obligations of Lessor, the individual partners of Lessor or its 
or their individual partners, directors, officers or shareholders, and 
Lessee shall look to the Premises, and to no other assets of Lessor, for 
the satisfaction of any liability of Lessor with respect to this Lease, 
and shall not seek recourse against the individual partners of Lessor, or 
its or their individual partners, directors, or officers or shareholders, 
or any of their personal assets for such satisfaction.

21.  TIME OF ESSENCE. Time is of the essence with respect to the 
performance of all obligations to be performed or observed by the Parties 
under this Lease.

22.  NO PRIOR OR OTHER AGREEMENTS; BROKER DISCLAIMER. This Lease contains 
all agreements between the Parties with respect to any matter mentioned 
herein, and no other prior or contemporaneous agreement or understanding 
shall be effective. Lessor and Lessee each represents and warrants to the 
Brokers that it has made, and is relying solely upon, its own 
investigation as to the nature, quality, character and financial 
responsibility of the other Party to this Lease and as to the nature, 
quality and character of the Premises. Brokers have no responsibility 
with respect thereto or with respect to any default or breach hereof by 
either Party. The liability (including court costs and Attorneys' fees), 
of any Broker with respect to negotiation, execution, delivery or 
performance by either Lessor or Lessee under this Lease or any amendment 
or modification hereto shall be limited to an amount up to the fee 
received by such Broker pursuant to this Lease; provided, however, that 
the foregoing limitation on each Broker's liability shall not be 
applicable to any gross negligence or willful misconduct of such Broker.

23.     NOTICES. 

23.1  NOTICE REQUIREMENTS. All notices required or permitted by this 
Lease shall be in writing and may be delivered in person (by hand or by 
courier) or may be sent by certified or registered mail or U.S. Postal 
Service Express Mail, return receipt requested with postage prepaid, or 
by facsimile transmission, and shall be deemed sufficiently given if 
served in a manner specified in this Paragraph 23. The addresses noted 
adjacent to a Party's signature on this Lease shall be that Party's 
address for delivery or mailing of notices. Either Party may be written 
notice to the other specify a different address for notice, except that 
upon Lessee's taking possession of the Premises, the Premises shall 
constitute Lessee's address for notice. A copy of all notices to Lessor 
shall be concurrently transmitted to such party or parties at such 
addresses as Lessor may from time to time hereafter designate in writing. 
See Addendum 23.1

23.2 DATE OF NOTICE. Any notice sent by registered or certified mail, 
return receipt requested, shall be deemed given on the date of delivery 
shown on the receipt card, or if no delivery date is shown, the postmark 
thereon. Notices delivered by United States Express Mail or overnight 
courier that guarantee next day delivery shall be deemed given on the 
next business day after delivery of the same to the Postal Service or 
courier. Notices transmitted by facsimile or similar means shall be 
deemed delivered upon completion of legible transmission provided a copy 
is also delivered via delivery or mail. If notice is received on a 
Saturday, Sunday or legal holiday, it shall be deemed received on the 
next business day.

24.  WAIVERS. No waiver by Lessor or the Default or Breach of any term, 
covenant or condition hereof by Lessee, shall be deemed a waiver of any 
other term, covenant or condition hereof, or of any subsequent Default or 
Breach by Lessee of the same or of any other term, covenant or condition 
hereof. Lessor's consent to, or approval of, any act shall not be deemed 
to render unnecessary the obtaining of Lessor's consent to, or approval 
of, any subsequent or similar act by Lessee, or be construed as the basis 
of an estoppel to enforce the provision or provisions of this Lease 
requiring such consent. The acceptance of Rent by Lessor shall not be a 
waiver of any Default or Breach by Lessee. Any payment by Lessee may be 
accepted by Lessor on account of moneys or damages due Lessor, 
notwithstanding any qualifying statements or conditions made by Lessee in 
connection therewith, which such statements and/or conditions shall be of 
no force or effect whatsoever unless specifically agreed to in writing by 
Lessor at or before the time of deposit of such payment.

25.  RECORDING. Either Lessor or Lessee shall, upon request of the other, 
execute, acknowledge and deliver to the other a short form memorandum of 
this Lease for recording purposes. The Party requesting recordation shall 
be responsible for payment of any fees applicable thereto.

26.  NO RIGHT TO HOLDOVER. Lessee has no right to retain possession of 
the Premises or any part thereof beyond the expiration or termination of 
this Lease. In the event that Lessee holds over, then the Base Rent shall 
be increased to an amount equal to two times the Base Rent applicable 
during the month immediately preceding the expiration or termination. 
Nothing contained herein shall be construed as consent by Lessor to any 
holding over by Lessee.

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

28.  COVENANTS AND CONDITIONS; CONSTRUCTION OF AGREEMENT. All provisions 
of this Lease to be observed or performed by Lessee are both covenants 
and conditions. In construing this Lease, all headings and titles are for 
the convenience of the parties only and shall not be considered a part of 
this Lease. Whenever required by the context, the singular shall include 
the plural and vice versa. This Lease shall not be construed as if 
prepared by one of the parties, but rather according to its fair meaning 
as a whole, as if both parties had prepared it.

29.  BINDING EFFECT; CHOICE OF LAW. This Lease shall be binding upon the 
parties, their personal representatives, successors and assigns and be 
governed by the laws of the State in which the Premises are located. Any 
litigation between the Parties hereto concerning this Lease shall be 
initiated in the county in which the Premises are located.

30.     SUBORDINATION; ATTORNMENT; NON-DISTURBANCE. 

30.1 SUBORDINATION. This Lease and any Option granted hereby shall be 
subject and subordinate to any ground lease, mortgage, deed of trust, or 
other hypothecation or security device (collectively, "SECURITY DEVICE"), 
now or hereafter placed upon the Premises, to any and all advances made 
on the security thereof, and to all renewals, modifications, and 
extensions thereof. Lessee agrees that the holders of any such Security 
Devices (in this Lease together referred to as "Lender") shall have no 
liability or obligation to perform any of the obligations of Lessor under 
this Lease. Any Lender may elect to have this Lease and/or any Option 
granted hereby superior to the lien of its Security Device by giving 
written notice thereof to Lessee, whereupon this Lease and such Options 
shall be deemed prior to such Security Device, notwithstanding the 
relative dates of the documentation or recordation thereof.

30.2 ATTORNMENT. Subject to the non-disturbance provisions of 
Paragraph 30.3, Lease agrees to attorn to a Lender or any other party who 
acquires ownership of the Premises by reason of a foreclosure of a 
Security Device, and that in the event of such foreclosure, such new 
owner shall not: (i) be liable for any act or omission of any prior 
lessor or with respect to events occurring prior to acquisition of 
ownership; (ii) be subject to any offsets or defenses which Lessee might 
have against any prior lessor, or (iii) be bound by prepayment of more 
than one (1) month's rent.

30.3 NON-DISTURBANCE. With respect to Security Devices entered into by 
Lessor after the execution of this Lease, Lessee's subordination of this 
Lease shall be subject to receiving a commercially reasonable non-
disturbance agreement (a "NON-DISTURBANCE AGREEMENT") from the Lender 
which Non-Disturbance Agreement provides that Lessee's possession of the 
Premises, and this Lease, including any options to extend the term 
hereof, will not be disturbed so long as Lessee is not in Breach hereof 
and attorns to the record owner of the Premises. Further, within sixty 
(60) days after the execution of this Lease, Lessor shall use its 
commercially reasonable efforts to obtain a Non-Disturbance Agreement 
from the holder of any pre-existing Security Device which is secured by 
the Premies. In the event that Lessor is unable to provide the Non-
Disturbance Agreement within said sixty (60) days, then Lessee may, at 
Lessee's option, directly contact Lessor's lender and attempt to 
negotiate for the execution and delivery of a Non-Disturbance Agreement.

30.4 SELF-EXECUTING. The agreements contained in this Paragraph 30 
shall be effective without the execution of any further documents; 
provided, however, that, upon written request from Lessor or a Lender in 
connection with a sale, financing or refinancing of the Premises, Lessee 
and Lessor shall execute such further writings as may be reasonably 
required to separately document any subordination, attornment and/or Non-
Disturbance Agreement provided for herein.

31.  ATTORNEYS' FEES. If any Party or Broker brings an action or 
proceeding involving the Premises to enforce the terms hereof or to 
declare rights hereunder, the Prevailing Party (as hereafter defined) in 
any such proceeding, action, or appeal thereon, shall be entitled to 
reasonable attorneys' fees. Such fees may be awarded in the same suit or 
recovered in a separate suit, whether or not such action or proceeding is 
pursued to decision or judgment. The term, "PREVAILING PARTY" shall 
include, without limitation, a Party who substantially obtains or defeats 
the relief sought, as the case may be, whether by compromise, settlement, 
judgment, or the abandonment by the other Party of its claim or defense. 
The attorneys' fees award shall not be computed in accordance with any 
court fee schedule, but shall be such as to fully reimburse all 
attorneys' fees reasonably incurred. In addition, Lessor shall be 
entitled to attorneys' fees, costs and expenses incurred in the 
preparation and service of notices of Default and consultations in 
connection therewith, whether or not a legal action is subsequently 
commenced in connection with such Default or resulting Breach.

32.  LESSOR'S ACCESS; SHOWING PREMISES; REPAIRS. Lessor and Lessor's 
agents and any Lender and its agents shall have the right to enter the 
Premises at any time, in the case of an emergency, and otherwise at 
reasonable times for the purpose of showing the same to prospective 
purchasers, lenders, or lessees inspecting the Premises, and making such 
alterations, repairs, improvements or additions to the Premises as Lessor 
may deem necessary. All such activities shall be without abatement of 
rent or liability to Lessee. Lessor may at any time place on the Premises 
any ordinary "FOR SALE" signs and Lessor may during the last six (6) 
months of the term hereof place on the Premises any ordinary "FOR LEASE" 
signs. Lessee may at any time place on or about the Premises any ordinary 
"FOR SUBLEASE" sign. See Addendum 32.

33.  AUCTIONS. Lessee shall not conduct, nor permit to be conducted, any 
auction upon the Premises without Lessor's prior written consent. Lessor 
shall not be obligated to exercise any standard of reasonableness in 
determining whether to permit an auction.

34.  SIGNS. Except for ordinary "For Sublease" signs, Lessee shall not 
place any sign upon the Premises without Lessor's prior written consent, 
which consent shall not be unreasonably withheld or delayed. All signs 
must comply with all Applicable Requirements.

35.  TERMINATION; MERGER. Unless specifically stated otherwise in writing 
by Lessor, the voluntary or other surrender of this Lease by Lessee, the 
mutual termination or cancellation hereof, or a termination hereof by 
Lessor for Breach by Lessee, shall automatically terminate any sublease 
or lesser estate in the Premises; provided, however, that Lessor may 
elect to continue any one or all existing subtenancies. Lessor's failure 
within ten (10) days following any such event to elect to the contrary by 
written notice to the holder of any such lesser interest, shall 
constitute Lessor's election to have such event constitute the 
termination of such interest.

36.  CONSENTS. Except as otherwise provided herein, wherever in this 
Lease the consent of a Party is required to an act by or for the other 
Party, such consent shall not be unreasonably withheld or delayed. 
Lessor's actual reasonable costs and expenses (including but not limited 
to architects', attorneys', engineers' and other consultants' fees) 
incurred in the consideration of, or response to, a request by Lessee for 
any Lessor consent, including but not limited to consents to an 
assignment, a subletting or the presence or use of a Hazardous Substance, 
shall be paid by Lessee upon receipt of an invoice and supporting 
documentation therefor. Lessor's consent to any act, assignment or 
subletting shall not constitute an acknowledgment  that no Default or 
Breach by Lessee of this Lease exists, nor shall such consent be deemed a 
waiver of any then existing Default or Breach, except as may be otherwise 
specifically stated in writing by Lessor at the time of such consent. The 
failure to specify herein any particular condition to Lessor's consent 
shall not preclude the imposition by Lessor at the time of consent of 
such further or other conditions as are then reasonable with reference to 
the particular matter for which consent is being given. In the event that 
either Party disagrees with any determination made by the other hereunder 
and reasonably requests the reasons for such determination, the 
determining party shall furnish its reasons in writing and in reasonable 
detail within ten (10) business days following such request.

38.  QUIET POSSESSION. Subject to payment by Lessee of the Rent and 
performance of all of the covenants, conditions and provisions on 
Lessee's part to be observed and performed under this Lease, Lessee shall 
have quiet possession and quiet enjoyment of the Premises during the term 
hereof.

39.     OPTIONS. See Addendum 39. 

39.1 DEFINITION. "OPTION" shall mean: (a) the right to extend the term 
of or renew this Lease or to extend or renew any lease that Lessee has on 
other property of Lessor; (b) the right of first refusal or first offer 
to lease either the Premises or other property of Lessor; (c) the right 
to purchase or the right of first refusal to purchase the Premises or 
other property of Lessor.

39.2 OPTIONS PERSONAL TO ORIGINAL LESSEE. Each Option granted to 
Lessee in this Lease is personal to the original Lessee, and cannot be 
assigned or exercised by anyone other than said original Lessee and only 
while the original Lessee is in full possession of the Premises and, if 
requested by Lessor, with Lessee certifying that Lessee has no intention 
of thereafter assigning or subletting.

39.3 MULTIPLE OPTIONS. In the event that Lessee has any multiple 
Options to extend or renew this Lease, a later Option cannot be exercised 
unless the prior Options have been validly exercised.

39.4 EFFECT OF DEFAULT ON OPTIONS. 

(a)  Lessee shall have no right to exercise an Option: (i) during 
the period commencing with the giving of any notice of Default and 
continuing until said Default is cured, (ii) during the period of time 
any Rent is unpaid (without regard to whether notice thereof is given 
Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) 
in the event that Lessee has been given three (3) or more notices of 
separate Default, whether or not the Defaults are cured, during the 
twelve (12) month period immediately preceding the exercise of the 
Option.

(b)  The period of time within which an Option may be exercised 
shall not be extended or enlarged by reason of Lessee's inability to 
exercise an Option because of the provisions of Paragraph 39.4(a).

(c)  An Option shall terminate and be of no further force or effect, 
notwithstanding Lessee's due and timely exercise of the Option, if, after 
such exercise and prior to the commencement of the extended term, (i) 
Lessee fails to pay Rent for a period of thirty (30) days after such Rent 
becomes due (without any necessity of Lessor to give notice thereof), or 
(ii) Lessor gives to Lessee three (3) or more notices of separate Default 
during any twelve (12) month period, whether or not the Defaults are 
cured.

40.  MULTIPLE BUILDINGS. If the Premises are a part of a group of 
buildings controlled by Lessor, Lessee agrees that it will observe all 
reasonable rules and regulations which Lessor may make from time to time 
for the management, safety, and care of said properties, including the 
care and cleanliness of the grounds and including the parking, loading 
and unloading of vehicles, and that Lessee will pay its fair share of 
common expenses incurred in connection therewith.

41.  SECURITY MEASURES. Lessee hereby acknowledges that the rental 
payable to Lessor hereunder does not include the cost of guard service or 
other security measures, and that Lessor shall have no obligation 
whatsoever to provide same. Lessee assumes all responsibility for the 
protection of the Premises, Lessee, its agents and invitees and their 
property from the acts of third parties, except those resulting from 
Lessor's willful misconduct or gross negligence.

42.  RESERVATIONS. Lessor reserves to itself the right, from time to 
time, to grant, without the consent or joinder of Lessee, such easements, 
rights and dedications that Lessor deems necessary, and to cause the 
recordation of parcel maps and restrictions, so long as such easements, 
rights, dedications, maps and restrictions do not unreasonably interfere 
with the use of the Premises by Lessee. Lessee agrees to sign any 
documents reasonably requested by Lessor to effectuate any such easement 
rights, dedication, map or restrictions.

43.  PERFORMANCE UNDER PROTEST. If any time a dispute shall arise as to 
any amount or sum of money to be paid by one Party to the other under the 
provisions hereof, the Party against whom the obligation to pay the money 
is asserted shall have the right to make payment "under protest" and such 
payment shall not be regarded as a voluntary payment and there shall 
survive the right on the part of said Party to institute suit for 
recovery of such sum. If it shall be adjudged that there was no legal 
obligation on the part of said Party to pay such sum or any part thereof, 
said Party shall be entitled to recover such sum or so much thereof as it 
was not legally required to pay.

44.  AUTHORITY. If either Party hereto is a corporation, trust, limited 
liability company, partnership, or similar entity, each individual 
executing this Lease on behalf of such entity represents and warrants 
that he or she is duly authorized to execute and deliver this Lease on 
its behalf. Each party shall, within thirty (30) days after request, 
deliver to the other party satisfactory evidence of such authority.

45.  CONFLICT. Any conflict between the printed provisions of this Lease 
and the typewritten or handwritten provisions shall be controlled by the 
typewritten or handwritten provisions.

46.  OFFER. Preparation of this Lease by either Party or their agent and 
submission of same to the other Party shall not be deemed an offer to 
lease to the other Party. This Lease is not intended to be binding until 
executed and delivered by all Parties hereto. See Addendum 46.

47.  AMENDMENTS. This Lease may be modified only in writing, signed by 
the Parties in interest at the time of the modification.

48.  MULTIPLE PARTIES. If more than one person or entity is named herein 
as either Lessor or Lessee, such multiple Parties shall have joint and 
several responsibility to comply with the terms of this Lease.

49.  MEDIATION AND ARBITRATION OF DISPUTES. An Addendum requiring the 
Mediation and/or the Arbitration of all disputes between the Parties 
and/or Brokers arising out of this Lease [ ] IS [x] IS NOT attached to 
this Lease.

50.     See Addendum 50. 

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH 
TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE 
SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY 
AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE 
ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF 
LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.

ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN 
INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL 
SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE 
TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:

1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS 
LEASE. 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE 
CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE 
LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF 
THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND 
OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S 
INTENDED USE.

WARNING: IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, 
CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE 
LAWS OF THE STATE IN WHICH THE PREMISES IS LOCATED.

The parties hereto have executed this Lease at the place and on the dates 
specified above their respective signatures.

Executed at:                            Executed at:            
on:                                     on:                     
By  LESSOR:     G&I WALSH LLC,          By LESSEE: EXODUS COMMUNICATIONS, INC.
        a Delaware limited liability
        company 
        By:  C&I Investment Walsh LLC,          a Delaware corporation
             a Delaware limited         By: /s/ Robert V. Sanford  III
             liability company,         Name Printed: Robert V. Sanford III
             its managing member                Title: VP Operations
             By: [SIGNATURE ILLEGIBLE]          By: [SIGNATURE ILLEGIBLE]       
             Name: [ILLEGIBLE]          Name Printed: [ILLEGIBLE]       
             Title: President           Title: [ILLEGIBLE]      

Address: c/o Landmark Asset             Address: 2831 Mission College
Management Group,                       Boulevard, Santa Clara, CA 
95051 23422 Mill Creek Drive,
Suite 125, Laguna Hills, CA 92653

Telephone: (949) 830-7616               Telephone: (408) 346-2220
Facsimile: (949) 472-9342               Facsimile: (408) 346-2206
Federal ID No.                          Federal ID No.


<PAGE>


                             ADDENDUM TO STANDARD
                INDUSTRIAL/COMMERCIAL SINGLE-LESSEE LEASE - NET

THIS ADDENDUM (this "Addendum") is attached to and made a part 
of that certain Standard Industrial/Commercial Single-Lessee 
Lease - Net, dated January 29, 1999 (the "Lease"), by and between 
G&I WALSH LLC, a Delaware limited liability company ("Lessor"), and 
EXODUS COMMUNICATIONS, INC., a Delaware corporation ("Lessee").  To 
the extent any provisions of this Addendum are inconsistent with 
the provisions of the Lease, the terms of this Addendum shall 
prevail.  

1.5     Increases of Base Rent.  Effective as of each February 1 
during the Term, commencing with February 1, 2005, the monthly Base 
Rent payable under the Lease shall be increased as follows:

        Increase Date              Monthly Base Rent

          2/1/2005                   $121,539.00

          2/1/2006                   $128,238.00

          2/1/2007                   $133,980.00

          2/1/2008                   $140,679.00


1.7     Letter of Credit for Security Deposit.  

(a) Upon execution of this Lease, Lessee shall deliver to 
Lessor the Letter of Credit described below as security for 
Lessee's performance of all of Lessee's covenants and obligations 
under this Lease; provided, however, that neither the Letter of 
Credit nor any Letter of Credit Proceeds (as defined below) shall 
be deemed an advance rent deposit or an advance payment of any 
other kind, or a measure of Lessor's damages upon Lessee's default.  
The Letter of Credit shall be maintained in effect from the date 
hereof through the date which is one hundred twenty (120) days 
after the Expiration Date, as the same may be extended in 
accordance with the provisions of this Lease, provided that upon 
Lessee's surrender of the Premises at the expiration of the Term, 
Lessor and Lessee shall endeavor to determine as soon as 
practicable any amounts owing by Lessee on account of its 
obligation to restore the Premises, and within five (5) Business 
Days after payment of such amount (and any other amounts owing to 
Lessor) and Lessee's fulfillment of any other obligations to 
Lessor, Lessor shall return to Lessee the Letter of Credit and any 
Letter of Credit Proceeds then held by Lessor (other than those 
held for application by Lessor as provided below).  Lessor shall 
not be required to segregate the Letter of Credit Proceeds from its 
other funds, and in no event shall Letter of Credit Proceeds or any 
portion thereof be deemed to be held in trust for Lessee.  No 
interest shall accrue or be payable to Lessee with respect Letter 
of Credit Proceeds.  Lessor may (but shall not be required to) draw 
upon the Letter of Credit and use the proceeds therefrom (the 
"Letter of Credit Proceeds") or any portion thereof to cure any 
Breach under this Lease or to compensate Lessor for any damage 
Lessor incurs as a result of Lessee's failure to perform any of its 
obligations hereunder, it being understood that any use of the 
Letter of Credit Proceeds shall not constitute a bar or defense to 
any of Lessor's remedies set forth in Paragraph 13 below.  In such 
event and upon written notice from Lessor to Lessee specifying the 
amount of the Letter of Credit Proceeds so utilized by Lessor and 
the particular purpose for which such amount was applied, Lessee 
shall immediately deliver to Lessor an amendment Letter of Credit 
or a replacement Letter of Credit in an amount equal to one hundred 
percent (100%) of the amount specified below. Lessee's failure to 
deliver such replacement Letter of Credit to Lessor within five (5) 
business days of Lessor's notice shall constitute a Breach 
hereunder. If Lessee is not in default at the expiration or 
termination of this Lease, within one hundred twenty (120) days 
after such expiration or termination, or such earlier date as 
provided above, Lessor shall return to Lessee the Letter of Credit 
or the balance of the Letter of Credit Proceeds then held by 
Lessor; provided, however, that in no event shall any such return 
be construed as an admission by Lessor that Lessee has performed 
all of its obligations hereunder.  No Lender (as defined in 
Paragraph 30.1), nor any purchaser at any judicial or private 
foreclosure sale of the Premises or any portion thereof, shall be 
responsible to Lessee for such Letter of Credit or any Letter of 
Credit Proceeds unless such holder or purchaser shall have actually 
received the same.

(b) As used herein, Letter of Credit shall mean an 
unconditional, irrevocable letter of credit (hereinafter referred 
to as the "Letter of Credit") issued by a major "money center" 
bank satisfactory to Lessor in its sole and absolute discretion 
(the "Bank"), drawings under which may be made at an office of the 
Bank located in either New York, New York, or San Francisco, 
California, or Los Angeles, California, naming Lessor as 
beneficiary, in the amounts set forth below, and otherwise in form 
and substance satisfactory to Lessor.  The initial amount of the 
Letter of Credit shall be Two Hundred Thousand Dollars 
($200,000.00) during the period from the execution of this Lease 
through May 31, 2003; not later than June 1, 2003, the amount of 
the Letter of credit shall be increased to Three Hundred Thousand 
Dollars ($300,000.00); and not later than June 1, 2004, the amount 
of the Letter of Credit shall be increased to Six Hundred Thousand 
Dollars ($600,000.00), and shall be maintained in said amount for 
so long as the Letter of Credit is required to be maintained 
pursuant to subparagraph (a), above.  In addition, should the 
Agreed Use be amended to accommodate a material change in the 
business of Lessee or to accommodate a sublessee or assignee, 
Lessee shall, upon thirty (30) days' written notice from Lessor, 
cause the amount of the Letter of Credit to be increased to an 
amount necessary, in Lessor's reasonable judgment, to account for 
any increased wear and tear that the Premises may suffer as a 
result thereof.  Furthermore, if a change in control of Lessee 
occurs during the term of this Lease or the Prior Sublease (as 
defined in Section 2.2 of this Addendum), and following such change 
in control, (1) Lessee is not a publicly traded company, and 
(2) the financial condition of Lessee is, in Lessor's reasonable 
judgment, significantly reduced, Lessee shall, upon thirty days' 
written notice from Lessor, cause the amount of the Letter of 
Credit to be increased, effective on the later to occur of the 
expiration of thirty (30) days after Lessor gives such notice, or 
the thirtieth (30th) day prior to the Commencement Date, to an 
amount, which, in Lessor's reasonable judgment, is commercially 
reasonable based on such change in financial condition.  The Letter 
of Credit shall be for an initial term of not less than one year 
and shall provide: (i) that Lessor may make partial and multiple 
draws thereunder, up to the face amount thereof, (ii) that Lessor 
may draw upon the Letter of Credit up to the full amount thereof, 
as determined by Lessor, and the Bank will pay to Lessor the amount 
of such draw upon receipt by the Bank of a sight draft signed by 
Lessor and accompanied by a written certification from Lessor to 
the Bank stating either: (A) that a Breach has occurred and is 
continuing under this Lease or (B) that Lessor has not received 
notice from the Bank that the Letter of Credit will be renewed by 
the Bank for at least one (1) year beyond the then applicable 
expiration date and Lessee has not furnished Lessor with a 
replacement Letter of Credit as hereinafter provided; and (iii) 
that, in the event of Lessor's assignment or other transfer of its 
interest in this Lease, the Letter of Credit shall be freely 
transferable by Lessor, without charge and without recourse, to the 
assignee or transferee of such interest and the Bank shall confirm 
the same to Lessor and such assignee or transferee. The Letter of 
Credit shall further provide that a draw thereon pursuant to clause 
(ii)(B) above may only be made during the thirty (30) day period 
preceding the then applicable expiration date of the Letter of 
Credit.  In the event that no later than thirty (30) days prior to 
then applicable expiration date of the Letter of Credit, neither 
(1) the Bank shall have notified Lessor that the Letter of Credit 
will be renewed for at least one (1) year beyond the then 
applicable expiration date, nor (2) Lessee shall have delivered to 
Lessor a replacement Letter of Credit in the amount required 
hereunder and otherwise meeting the requirements set forth above, 
then Lessor shall be entitled to draw on the Letter of Credit as 
provided above, and shall hold the proceeds of such draw as Letter 
of Credit Proceeds pursuant to subparagraph (a) above and 
Paragraph 5 of the Lease, provided that such drawing shall not 
constitute a waiver of Lessor's right to declare a Breach of the 
Lease pursuant to subparagraph 13.1(c) of this Addendum.
(c) At any time during the Term, Lessee may replace any 
Letter of Credit provided hereunder with another Letter of Credit 
meeting the requirements hereunder, and Lessor shall cooperate in 
arranging a simultaneous exchange of such Letters of Credit.

2.2     Lessee in Possession Under Sublease; Premises Leased "As-
Is." The parties acknowledge that immediately prior to the 
Commencement Date of the Term of this Lease (also referred to 
sometimes in this Lease as the "Start Date"), Lessee shall have 
been in possession of a portion of the Premises consisting of an 
agreed rentable area of 85,200 square feet, since February 1, 1999, 
pursuant to a sublease agreement between Talus Corporation, a 
California corporation, formerly known as Scientific Custom Metal 
Products International, Inc. ("Prior Lessee"), as sublessor, and 
Lessee, as sublessee, made with the consent of Lessor (the "Prior 
Sublease").  In addition, except in the event of Early Commencement 
(as defined in Addendum Paragraph 3.1) of the Term which occurs 
prior to the termination of the ACC Sublease (as defined in 
Addendum Paragraph 3.1), Lessee shall also have been in possession 
of the remaining portion of the Premises (consisting of the ACC 
Space, as defined in Addendum Paragraph 3.1) immediately prior to 
the Commencement Date, pursuant to the Prior Sublease.  The lease 
pursuant to which Prior Lessee currently leases the Premises from 
Lessor, as the same may be amended from time to time, is referred 
to herein as the "Prior Master Lease."  Accordingly, the lease of 
the Premises to Lessee pursuant to this Lease shall be on an "AS-
IS, WITH ALL FAULTS" basis.  Lessor makes no representation or 
warranty of any nature to Lessee with respect to the Premises or 
any part, element or component thereof, including, but not limited 
to, electrical, plumbing, fire sprinkler, life safety, lighting, or 
heating ventilating and air conditioning ("HVAC") systems, loading 
doors, roof, exterior walls, foundations or other structural 
elements.  

3.1     Condition to Commencement.  

        A.      It shall be a condition to the commencement of the Term 
of this Lease that Lessee shall not have defaulted under the Prior 
Sublease beyond the expiration of any applicable cure period, and 
that the Prior Sublease shall not have terminated for any reason 
prior to the scheduled expiration date of May 31, 2004, except as 
provided below in this Addendum Paragraph 3.1.  

        B.      Notwithstanding the provisions of subparagraph A of this 
Addendum Paragraph 3.1, in the event that the Prior Sublease is 
terminated solely as a result of the termination of the Prior 
Master Lease by Lessor due to a default of the Prior Lessee under 
the Prior Master Lease, then so long as Lessee is not then in 
default under the terms of the Prior Sublease, and no event shall 
have occurred and be continuing which, under the terms of the Prior 
Sublease would constitute a default of Lessee thereunder after the 
giving of notice or passage of time, or both, then the Original 
Term of this Lease shall commence immediately upon the termination 
of the Prior Master Lease and Prior Sublease ("Early 
Commencement").  In the event of Early Commencement, the 
Commencement Date hereunder shall be adjusted accordingly, but the 
Expiration Date shall not be changed, and the Monthly Base Rent for 
any period of the Original Term occurring prior to the originally 
scheduled Commencement Date (i.e., June 1, 2004) due to Early 
Commencement shall be determined for the applicable period in 
accordance with the following schedule, subject to subparagraph C 
of this Addendum Paragraph 3.1:  

    Starting Date            Ending Date        Monthly Base Rent 

      2/1/1999                1/31/2000             $90,915.00

      2/1/2000                1/31/2001             $95,700.00

      2/1/2001                1/31/2002            $100,485.00

      2/1/2002                1/31/2003            $105,270.00

      2/1/2003                1/31/2004            $110,055.00

      2/1/2004                5/31/2004            $115,797.00

        C.      The parties acknowledge that upon the commencement of 
the Prior Sublease, and for a term continuing through April 30, 
2002, a portion of the Premises consisting of an agreed rentable 
area of 10,500 square feet (the "ACC Space") is being subleased by 
Prior Lessee to ACC Microelectronics Corporation ("ACC"), pursuant 
to a Standard Office Lease-Gross, between Prior Lessee and ACC, 
dated April 25, 1997 (the "ACC Sublease").  If Early Commencement 
of this Lease occurs prior to April 30, 2002, then unless Lessee 
notifies Lessor within five (5) business days after Lessee's 
receipt of notice of Early Commencement of this Lease from Lessor, 
that Lessee desires to leave ACC in possession of the ACC Space, 
(1) Lessor shall commence commercially reasonable efforts to evict 
ACC from the ACC Space, at Lessor's sole cost and expense, 
(2) Lessor shall be entitled to all rent or other compensation from 
ACC with respect to ACC's occupancy from and after the Commencement 
Date (as determined based on Early Commencement) until the date 
Lessor delivers the ACC Space to Lessee, and (3) Lessee shall be 
entitled to a credit against Monthly Base Rent payable under the 
Lease for the period of time from and after the Commencement Date 
(as determined based on Early Commencement) until the date Lessor 
delivers the ACC Space to Lessee determined in accordance with the 
following schedule (with the amounts shown below prorated for any 
partial month):  

[The remainder of this page is intentionally left blank]

                                                            Amount of 
                                                          Monthly Credit 
                                                         Against Monthly 
                                                           Base Rent 
                                                          Attributable to 
   Starting Date     Ending Date                             ACC Space

     2/1/1999         2/28/1999                               $8,640.00

     3/1/1999         2/29/2000                               $9,072.00

     3/1/2000         2/28/2001                               $9,526.00

     3/1/2001         2/28/2002                              $10,002.00

     3/1/2002         4/30/2002                              $10,502.00

In the alternative, if Lessee notifies Lessor within five (5) 
business days after Lessee's receipt of notice of Early 
Commencement of this Lease from Lessor, that Lessee desires to 
leave ACC in possession of the ACC Space, then (1) Lessee shall be 
liable for the full amount of Monthly Base Rent determined pursuant 
to subparagraph B of this Addendum Paragraph 3.1 from the 
Commencement Date (as determined based on Early Commencement), and 
(2) Lessee shall enter into a sublease with ACC for ACC to remain 
in possession of the ACC Space, subject to Paragraph 12 of the 
Lease provided, that Addendum Paragraph 12.C shall not be 
applicable to any portion of the term of any sublease of the ACC 
Space to ACC occurring prior to May 1, 2002, and provided, further, 
that if requested to do so by Lessee, Lessor shall assign to 
Lessee, without any representation or warranty of any nature, its 
rights, if any, under the ACC Sublease.  

        D.      In addition, in the event of Early Commencement, 
notwithstanding the provisions of subparagraph 1.7(b) of this 
Addendum, above, Lessee shall cause the amount of the Letter of 
Credit to be increased to Six Hundred Thousand Dollars 
($600,000.00), within thirty (30) days after the Commencement Date 
(as determined pursuant to this Addendum Paragraph 3.1 based on 
Early Commencement), and the Letter of Credit shall be maintained 
in said amount for so long as the Letter of Credit is required to 
be maintained pursuant to subparagraph 1.7(a) of this Addendum 1.7.  

6.2(a)   Consent to Diesel Fuel Tank(s).  Lessor hereby consents 
to the installation by Lessee of one or more above-ground diesel 
fuel tanks at the Premises, provided that such installation shall 
be in compliance with all Applicable Requirements, and Lessee shall 
obtain Lessor's prior approval of the precise location thereof, and 
of the protective enclosures or encasements thereof, which approval 
shall not be unreasonably withheld or delayed.  

6.2(g)   Limitations on Lessor's Termination Option Under 
Paragraph 6.2(g); Lessee's Termination Option.  Notwithstanding any 
provision of subparagraph 6.2(g), Lessor shall not be permitted to 
exercise the termination option under clause (ii) of 
subparagraph 6.2(g), (1) if Lessor is subject to an order of a 
governmental agency with jurisdiction over the Hazardous Substance 
Condition requiring Lessor to remediate the same, unless such 
remediation cannot practicably be accomplished with Lessee 
remaining in possession of the Premises, or (2) unless in Lessor's 
reasonable judgment, continued occupancy of the Premises by Lessee 
without remediation of the Hazardous Substance Condition poses a 
risk of potential liability to Lessor.  Furthermore, and 
notwithstanding any provision of subparagraph 6.2(g), Lessor shall 
be under no duty to remediate any Hazardous Substance Condition 
except to the extent Lessor is subject to an order of a 
governmental agency with jurisdiction over the Hazardous Substance 
Condition requiring Lessor to remediate the same.  To the extent 
Lessor is subject to an order of a governmental agency with 
jurisdiction over the Hazardous Substance Condition requiring 
Lessor to remediate the same, Lessor shall diligently proceed with 
such remediation, in accordance with any remedial action plan 
approved by the appropriate governmental agency(ies).  In the event 
that in the opinion of the environmental consultant hired by Lessor 
to oversee the remediation, the remediation cannot practicably be 
completed without Lessee vacating the Premises for a period which 
will exceed six (6) months, Lessee shall have the option to 
terminate this Lease by giving notice to Lessor within thirty (30) 
days after Lessee is notified by Lessor that the remediation cannot 
practicably be completed without Lessee vacating the Premises for a 
period which will exceed six (6) months (which notification shall 
include notice of the date Lessor requires Lessee to vacate the 
Premises for such remediation, which date shall not be earlier than 
six(6) months after the date of such notification, except to the 
extent it is reasonably necessary for Lessor to commence such 
remediation on an earlier date in order to comply with any order of 
a governmental agency requiring Lessor to remediate the same, 
including any remedial action plan approved by the appropriate 
governmental agency(ies)), such termination to be effective upon 
the date set forth in Lessor's notice that Lessor requires Lessee 
to vacate the Premises.  

7.1     Additional Provisions Applicable to Paragraph 7.1.  As used 
in the Lease, the term "Prime Rate" means the prime rate of 
interest published in the Wall Street Journal on the first day of 
the month in which the applicable replacement Basic Element is 
installed at the property (or the first day of such month on which 
the Wall Street Journal is published), provided that if a range of 
interest rates is published for the prime rate on such day, the 
highest rate in such range shall be used.  In the event that the 
generally accepted accounting principles specifies a range of time 
for the useful life of any Basic Element which is replaced, the 
shortest time allowed under generally accepted accounting 
principles shall be used for the amortization period under 
Paragraph 7.1 of the Lease.  

7.3     Additional Provisions Applicable to Paragraph 7.3(a).  The 
following sentences are added to the end of Paragraph 7.3(a) of the 
Lease:  "In addition, Lessee may install satellite dishes, not to 
exceed two (2) feet in diameter, on the roof of the Building only, 
without Lessor's consent, but upon notice to Lessor, provided that 
such satellite dishes are installed behind a roof screen, are not 
visible from the street, and are installed in compliance with 
Applicable Law.  If Lessee wishes to use other satellite dishes 
and/or install satellite dishes in any other manner or location, 
such installation shall be in compliance with Applicable Law, and 
shall not be made without Lessor's prior written approval of such 
installation, which approval shall not be unreasonably withheld or 
delayed."  Lessor hereby consents to Lessee making and/or 
installing upon commencement of the term of the Prior Sublease, the 
Alterations, Utility Installations and Trade Fixtures shown on the 
plans and specifications set forth on Exhibit A to this Lease.  In 
addition, Lessor shall not unreasonably withhold or delay the 
granting of its consent to future Alterations, Utility 
Installations or Trade Fixtures which are consistent with the 
Alterations, Utility Installations or Trade Fixtures shown on said 
plans and specifications.  Lessor shall not unreasonably withhold 
or delay the granting of its consent to the installation by Lessee 
of security fencing which will in part enclose the Building, 
provided that such installation shall be in compliance with 
Applicable Requirements, and Lessee shall obtain Lessor's prior 
written approval of the precise location, height and type thereof.  
Lessee agrees that reasonable considerations in determining such 
approval shall include, but not be limited to, whether such 
security fencing unreasonably interferes with the use or occupancy 
(including parking, ingress and egress) of 2403 Walsh Avenue or its 
marketability to prospective tenants or subtenants.  

7.4     Additional Provisions Applicable to Paragraph 7.4.  To the 
extent any item installed at, or any alteration or modification 
made to, the Premises by Lessee during the term of the Prior 
Sublease would fall within the definitions of any of "Utility 
Installations," Trade Fixtures," "Alterations" or "Lessee Owned 
Alterations and/or Utility Installations" if the same were 
installed or made during the term of this Lease, then for all 
purposes of this Lease, including but not limited to, 
Paragraph 7.4, the same shall be deemed to constitute "Utility 
Installations," Trade Fixtures," "Alterations" or "Lessee Owned 
Alterations and/or Utility Installations," as applicable, under 
this Lease, except that if Lessor's consent to the same was either 
obtained or not required under the terms of the Prior Sublease, 
then no further consent to the same shall be required under 
Paragraph 7.3 of this Lease.  The following provisions are added at 
the end of Paragraph 7.4(c):  "Without limiting the generality of 
the foregoing, prior to the last day of the Lease term or any 
earlier termination date, and subsequent to the removal of all 
satellite dishes and other equipment which Lessee is entitled or 
required to remove from the roof upon the termination of this 
Lease, Lessee shall replace the roof of the Premises, and the 
replacement roof shall comply with the specifications set forth on 
Exhibit B to this Lease."  Notwithstanding any provisions of 
subparagraph 7.4(a) to the contrary, but subject to the final 
sentence of this Addendum Paragraph 7.4, Lessor acknowledges that 
the following items installed at the Premises shall at all times 
during the term of this Lease be and remain the Property of Lessee, 
and Lessee shall have the right to remove the same upon the 
expiration of the term of the Lease, subject to Lessee's 
obligations under subparagraph 7.4(c):

(a) Permanent and temporary generator systems including 
enclosures and fuel tanks with the associated 
electronic and manual switch gear.

(b) Independent, stand-alone air-conditioning units, 
provided that following the removal of such units 
the Building has a fully functioning HVAC system 
adequate in Lessor's sole judgment for general 
office purposes.  

(c) Raised Flooring, Racking, Cage materials, cabinets 
and patch panels.

(d) UPS Battery Systems including electrical switch 
gear.

(e) FM200 fire suppression canisters, piping and 
nozzles.

(f) VESDA or smoke sensor stations in ceiling or floor 
area.

(g) Inside or outside security cameras, access card 
reader stations, VCR, multiplexer, monitors and 
computers.

(h) Partition and conference room furniture systems and 
freestanding, cabinets, storage units.

(i) Telephone and voice mail system with desk stations 
and receptionist, computers, servers, printers, 
phone sets.

(j) Fiber Muxes or other Telco equipment installed in 
MPOE rooms.

(k) Emergency distribution board and telephone 
backboard with connectors.

(l) Maintenance bypass electronic and manual switch 
gear.

(m) Kitchen appliances like microwaves, refrigerators 
and vending machines.

(n) Console monitors, screen projection and screens in 
command center.

(o) Bulletproof/resistant glass, provided that removal 
of the same shall be conditioned upon replacement 
of the openings with other glazing suitable in 
Lessor's reasonable judgment.

(p) Satellite dishes or other communications equipment.  

(q) Electrical distribution equipment consisting of an 
automatic transfer switch, parallel switch and 
bypass unit, parallel UPS Units and several power 
distribution units installed inside the Building by 
Lessee, inward from the most inward point(s) of 
connection to all transformers, switches, meters 
and other electrical distribution equipment 
installed by the public utility providing power to 
the Building.  The parties acknowledge that Lessee 
intends to request that the City of Santa Clara 
Power and Electric Company to add two new 3000 AMP 
services to the Building, including two 
transformers placed on the exterior of the Building 
(one for each 3000 AMP service), and one or more 
power switches and metering boxes inside the 
Building, which are not part of the electrical 
distribution equipment that Lessee is entitled to 
remove pursuant to this Addendum Paragraph 7.4.  

(r) Customer and vendor equipment and related materials 
of the type listed above in this Addendum 
Paragraph 7.4.

(s) Lessee, Lessee Customer and Lessee Vendor personal 
property which is not attached to the Premises.

(t) Any Trade Fixtures similar or related to the 
foregoing items that was installed by or for Lessee 
pursuant to the terms of the Lease.
Notwithstanding the foregoing, if the Lease terminates 
prior to the scheduled Expiration Date (as the same may be 
extended in accordance with Addendum Paragraph 39) as a 
result of a Breach by Lessee under the Lease, then Lessee 
shall have no right to remove any of items listed in 
subparagraphs (a), (b) or (q), above; provided that Lessor 
may require Lessee to remove any of such items (or Lessor 
may remove such items at Lessee's sole cost and expense), 
and any such items which Lessor does not require Lessee to 
remove shall become the sole property of Lessor upon 
termination of the Lease.  

8.1     Additional Provisions Applicable to Paragraph 8.1.  
Notwithstanding the provisions of Paragraph 8.1, Lessor, and not 
Lessee shall pay any increase in the premiums for the property 
insurance covering the Premises carried by Lessor pursuant to 
Paragraph 8.3 to the extent such increase results from any acts or 
omissions occurring on, or the use or occupancy of, any building(s) 
owned by Lessor which are adjacent to the Building, and which are 
not occupied by Lessee, either as a direct tenant of Lessor, or as 
a subtenant.  

8.3     Additional Provisions Applicable to Paragraph 8.3.  
Notwithstanding the provisions of subparagraph 8.3(a), the 
deductible for earthquake insurance may exceed $5,000, but shall 
not exceed the greater of $100,000 or 20% of the replacement cost 
of the Building, as determined by the insurer issuing the 
earthquake insurance policy.  

9.3     Additional Provisions Applicable to Paragraph 9.3.  In the 
event Lessor elects to complete the repairs pursuant to clause (i) 
of Paragraph 9.3, and fails to actually complete the same within 
six (6) months after the date of damage or destruction, subject to 
extension for Force Majeure (as defined below), Lessee shall have 
the right at any time after the expiration of such six (6) month 
period, as the same may be extended for Force Majeure, but prior to 
Lessor actually completing such repairs, to terminate this Lease by 
giving written notice to Lessor.  As used in this Lease, "Force 
Majeure" shall mean strikes, lockouts, labor disputes, shortages of 
material or labor, fire, flood or other casualty, acts of God, any 
delays caused by Lessee or any other cause beyond the control of 
Lessor.  

9.6     Additional Provisions Applicable to Paragraph 9.6.  If 
Lessor shall be obligated to repair or restore the Premises 
pursuant to any provision of Article 9, and it is possible, at 
additional cost, to commence such repair or restoration earlier 
than ninety (90) days after such obligation shall accrue and/or to 
accelerate the work so that the same shall be completed prior to 
the deadline for Lessor to complete the same pursuant to the 
applicable provision of Article 9, then upon Lessee's written 
request, and subject to the conditions set forth below, Lessor 
shall use its best efforts to commence such repair or restoration 
as soon as is possible, subject to availability of labor and 
materials; provided that (1) prior to incurring any additional 
costs to commence such repair or restoration earlier than Lessor is 
obligated to do so or to accelerate the work, Lessee shall have 
agreed, in writing, to pay all such additional costs, and shall 
have deposited with Lessor, funds equal to the amount reasonably 
estimated by Lessor as the total amount of such additional costs to 
be incurred (provided that the amount of such deposit shall not 
limit Lessee's liability to pay such additional costs, and Lessor 
shall refund to Lessee upon completion of the repair and 
restoration, the amount of such deposit, if any, in excess of the 
additional costs incurred); and (2) in no event will Lessor be 
obligated to commence any repair or restoration prior to obtaining 
all necessary governmental permits and approvals therefor.  
10.2  Contest of Real Property Taxes.  Lessee may contest the 
amount of Real Property Taxes assessed against the Premises, at its 
sole cost and expense, including, but not limited to, any penalties 
or fees associated with an unsuccessful contest.  In the event 
Lessee elects to contest the amount of Real Property Taxes, Lessee 
must pay the contested Real Property Taxes under protest, and apply 
for a refund, or provide such security as Lessor may require to 
prevent such taxes from becoming a delinquent lien upon the 
Premises.  Any refund of Real Property Taxes paid by Lessee with 
respect to the term of this Lease shall belong to Lessee, whether 
received as a result of a contest by Lessee or otherwise, and 
regardless of when received.  Lessee shall have no right to any 
refund of Property Taxes applicable to any period of time other 
than the term of this Lease, even if such refund is received during 
the term of this Lease.  

12.     Additional Provisions Applicable to Assignment and 
Subletting.  

A. The provisions of Paragraph 12 shall be fully operative 
immediately upon execution of this Lease, and shall apply to the 
occurrence of any transaction or event occurring after the 
execution of the Lease, but prior to the commencement of the Term 
thereof, as well as any transaction or event occurring during the 
Term thereof.  

B. Notwithstanding any provision of Paragraph 12 of the 
Lease or this Addendum, in the event of any change in the control 
of Lessee, such change in control shall not constitute an 
assignment of the Lease so long as Lessee is a publicly traded 
company immediately following such change in control.  

C. Notwithstanding any provision of Paragraph 12, Lessor, 
as a condition to giving its consent to any assignment or 
subletting, may require that Lessee pay to Lessor, as additional 
Rent under the Lease, 
(i) in the case of an assignment where the Lease is the 
only asset assigned by Lessee to the assignee, promptly 
after receipt by Lessee (or any affiliate thereof or other 
person or entity designated by Lessee) seventy-five percent 
(75%) of the amount, if any, by which (A) any consideration 
(including, without limitation, payment for leasehold 
improvements) paid by the assignee to Lessee or such 
affiliate or other designated person or entity for the 
assignment or otherwise attributable to the value of 
Lessee's interest in the Lease exceeds (B) the Assignment or 
Subletting Costs (as defined below);
(ii) in the case of an assignment where the Lease is 
not the only asset assigned by Lessee to the assignee (e.g., 
an assignment in connection with a sale of Lessee's 
operations at the Premises or an assignment resulting from a 
change in control of Lessee where Lessee is not a publicly 
traded company immediately following such change in 
control), on a monthly basis, seventy-five percent (75%) of 
the amount, if any, by which (A) the Prevailing Market Rent 
(as defined below) for the Premises for each month of the 
term of the Lease after the date of the assignment exceeds 
(B) the total amount of Rent payable hereunder for each such 
month; as used herein, the term "Prevailing Market Rent" 
for the Premises shall mean the total monthly Rent that 
Lessor could obtain for each month of term of the Lease 
remaining after the date of the assignment from a third 
party desiring to lease the Premises for the remaining term 
of the Lease after the date of the assignment, taking into 
account the age of the Building, the size of the Premises, 
the quality of construction of the Building, the other terms 
of this Lease, the rental and any other consideration then 
being obtained for new leases of space comparable to the 
Premises in the locality of the Building and all other 
factors that would be relevant to a third party desiring to 
lease the Premises for such term in determining the rental 
such party would be willing to pay therefor, but excluding 
any rental value attributable to any items Lessee is 
permitted to remove from the Premises upon expiration of the 
term of this Lease pursuant to Paragraph 7.4 of this 
Addendum; provided that if Lessee and Lessor are unable to 
agree upon the Prevailing Market Rent within thirty (30) 
days after the date of the assignment, then the Prevailing 
Market Rent for the remaining term of this Lease shall be 
determined by appraisal following the same procedures as set 
forth in Paragraph 39(c) of this Addendum for the 
determination of "Fair Market Rent" for the first year of 
a Renewal Option Term; and
(iii) in the case of a sublease, on a monthly basis, 
seventy-five percent (75%) of the amount, if any, by which 
(A) the rent paid to Lessee (or any affiliate thereof or 
other person or entity designed by Lessee) for the sublet 
space by the sublessee (such rent to include all 
consideration paid for the sublet space) for each month 
exceeds (B) the total amount of Rent payable under the Lease 
attributable to the sublet space for such month; provided, 
however, that in the case of a sublease, prior to paying any 
amounts to Lessor pursuant to this Paragraph 12.C(iii), 
Lessee may recover out of the rent or other consideration 
payable by the sublessee to Lessee (or any affiliate thereof 
or other person or entity designated by Lessee), and use 
such recovery to reimburse itself for, a pro rata share of 
the Assignment or Subletting Costs incurred in connection 
with such sublease, such pro rata share to be determined by 
allocating an equal portion of the total amount of 
Assignment or Subletting Costs incurred in connection with 
such sublease to each month of the term of such sublease; if 
there is more than one sublease under this Lease, the 
amounts (if any) to be paid by Lessee to Lessor pursuant to 
this subparagraph (iii) shall be separately calculated for 
each sublease and amounts due Lessor with regard to any one 
sublease may not be offset against rental and other 
consideration pertaining to or due under any other sublease.
As used herein, the term "Assignment or Subletting Costs" means 
the total amount of any brokerage commissions paid by Lessee in 
connection with a specific subletting or assignment (not to exceed 
commissions typically paid in the market at the time of such 
subletting or assignment), Lessee's reasonable costs of advertising 
the space for sublease or assignment, Lessee's reasonable legal 
fees and expenses in connection with such assignment or sublease, 
and any improvement allowance or other inducement (such as moving 
expenses and lease takeover obligations), paid by Lessee to the 
sublessee or assignee; provided that, as a condition to Lessee 
recovering Assignment or Subletting Costs pursuant to subparagraph 
(i) or (iii) of this Paragraph 12.C, Lessee shall provide to 
Lessor, within sixty (60) days of Lessor's execution of Lessor's 
consent to the assignment or subletting, a detailed accounting of 
the Assignment or Subletting Costs and supporting documents, such 
as receipts and invoices, except that if any Assignment or 
Subletting Costs are not determinable by such date, Lessee shall so 
state in its accounting, identifying with reasonable specificity 
the costs not determinable, and promptly after such costs are 
determinable, but in no event later than thirty (30) days after 
effective date of the assignment or ninety (90) days after the 
commencement of the term of such sublease, as applicable, a 
supplemental accounting shall be delivered to Lessor setting forth 
all Assignment or Subletting Costs and supporting documents (if not 
previously delivered).  

D. Notwithstanding any provision of Paragraph 12, the 
granting of a security interest in the Lease by Lessee in 
connection with a senior secured credit facility provided by 
Goldman, Sachs & Co. ("GS"), shall not constitute an assignment of 
the Lease, and shall not require Lessor's consent under the Lease; 
provided that GS shall not be entitled to foreclose such security 
interest or otherwise take any possessory interest in the Premises 
or any portion thereof, unless GS assumes all of Exodus' 
obligations under the Lease and the Exodus Sublease (if the term 
thereof shall not have expired), and cures all then uncured 
defaults (if any) under the Lease and the Exodus Sublease (if the 
term thereof shall not have expired).  

13.1  Additional Breaches.  In addition to the events set forth 
in Paragraph 13.1, the occurrence of any of the following events 
shall constitute a Breach under this Lease, and Lessor shall have 
all rights and remedies available under the Lease in the event of a 
Breach as result thereof:
(a) The termination of the Prior Sublease for any reason 
prior to May 31, 2004, except under circumstances which, pursuant 
to Paragraph 3.1 of this Addendum result in Early Commencement of 
this Lease.
(b) The failure of Lessee to cause the amount of the Letter 
of Credit to be increased as and when required in accordance with 
the requirements of subparagraph 1.7(b) of this Addendum, or 
Paragraph 3.1 of this Addendum, if applicable, where such failure 
continues for a period of three (3) business days following written 
notice to Lessee.  
(c) Upon the election of Lessor, in the event that no later 
than thirty (30) days prior to then applicable expiration date of 
the Letter of Credit, neither (1) the Bank shall have notified 
Lessor that the Letter of Credit will be renewed for at least one 
(1) year beyond the then applicable expiration date, nor (2) Lessee 
shall have delivered to Lessor a replacement Letter of Credit in 
the amount required hereunder and otherwise meeting the 
requirements set forth in Paragraph 1.7 of this Addendum.  

16.     Replacement of Paragraph 16(b).  The following is 
substituted for Paragraph 16(b):  "(b)  If the Responding Party 
shall fail to execute or deliver a proposed Estoppel Certificate 
which is submitted to the Responding Party by the Requesting Party 
within the ten day period set forth in Paragraph 16(a) of the 
Lease, then the Responding Party shall be deemed to have agreed 
that all matters set forth in such proposed Estoppel Certificate 
are true and correct and shall be estopped from denying the truth 
of any of the matters set forth in said proposed Estoppel 
Certificate."

23.1  Notices.  Any notice given to Lessee at the address set 
forth on the signature page of the Lease shall be marked 
"Attention: Chief Financial Officer."  A duplicate of any notice 
given to Lessee under this Lease shall be sent, in the manner 
required under Paragraph 23.1 of this Lease, to Exodus 
Communications, Inc., Attention: Kyle Barriger, IDC Manager, 2401 
Walsh Avenue, Santa Clara, CA  95054, Telephone: (408) 346-1507, 
Facsimile: (408) 346-2420.  A duplicate of any notice given to 
Lessor under this Lease shall be sent, in the manner required under 
Paragraph 23.1 of this Lease, to Lessor in care of DRA Advisors, 
Inc., 1180 Avenue of the Americas, 18th Floor, New York, NY 10036, 
Telephone: (212) 764-3210, Facsimile: (212) 764-3571.  

32.     Lessor's Access to the Premises.  Lessor acknowledges that 
Lessee intends to operate a secure internet data center facility at 
the Premises.  Accordingly, except in the case of an emergency, 
Lessor, its agents, any Lender or its agents shall give Lessee 
twenty-four (24) hours' advance notice prior to entering the 
Premises, and Lessee shall have the right to require that a 
representative of Lessee accompany any parties entering the 
Premises.  In the case of an emergency, Lessor or its agents shall 
make such effort as is deemed appropriate by Lessor or its agents 
under the circumstances to contact an on-site representative of 
Lessee, if one is present at the Premises, prior to entering the 
Premises; provided, however, that if an on-site representative 
cannot be located after such effort is made, or if immediate entry 
to the Premises without attempting to locate an on-site 
representative of Lessee is deemed appropriate by Lessor or its 
agents due to the nature of the emergency, Lessor or its agents may 
enter the Premises unaccompanied by a representative of Lessee.  

39.     Option to Renew.  
(a) Lessor hereby grants to Lessee two options (each, a 
"Renewal Option") to renew the term of this Lease, each for an 
additional term of five (5) years (each, a "Renewal Option Term"), 
upon and subject to the terms and conditions set forth in this 
Paragraph 39 of this Addendum and Paragraph 39 of the Lease.  The 
first Renewal Option Term will commence immediately following the 
Expiration Date of the initial term of this Lease (the "Initial 
Term") and will terminate on the fifth anniversary of the 
Expiration Date of the Initial Term.  The first Renewal Option 
shall be exercised, if at all, by written notice to Lessor on or 
before the date that is twelve (12) months prior to the Expiration 
Date of the Initial Term.  The second Renewal Option Term will 
commence immediately following the expiration date of the first 
Renewal Option Term and will terminate on the fifth anniversary of 
the expiration date of the first Renewal Option Term.  The second 
Renewal Option shall be exercised, if at all, by written notice to 
Lessor on or before the date that is twelve (12) months prior to 
the expiration date of the first Renewal Option Term.  If Lessee 
exercises a Renewal Option, each of the terms, covenants and 
conditions of this Lease shall apply during the applicable Renewal 
Option Term as though the expiration date of the applicable Renewal 
Option Term was the date originally set forth herein as the 
Expiration Date of this Lease, provided that: (1) during the first 
Renewal Option Term, there shall only be one more Renewal Option 
under this Paragraph 39, and during the Second Renewal Option Term, 
there shall be no further Renewal Options under this Lease, (2) the 
monthly Base Rent to be paid during the first year of the Renewal 
Option Term shall be the greater of (i) one hundred five percent 
(105%) of the monthly Base Rent payable for the month immediately 
prior to the commencement of the applicable Renewal Option Term, or 
(ii) the Fair Market Rent, as hereinafter defined, for the Premises 
for the Renewal Option Term, and (3) the monthly Base Rent to be 
paid during each year after the first year of the Renewal Option 
Term shall be equal to one hundred five percent (105%) of the 
monthly Base Rent payable for the preceding year.  As used herein, 
the term "Fair Market Rent" for the Premises shall mean the 
monthly Base Rent that Lessor could obtain for each month of the 
first year of the applicable Renewal Option Term from a third party 
desiring to lease the Premises for a five (5)-year term commencing 
at the commencement of the applicable Renewal Option Term, taking 
into account the increases in rent provided under clause (3), 
above, the age of the Building, the size of the Premises, the 
quality of construction of the Building, the other terms of this 
Lease, the rental and any other consideration then being obtained 
for new leases of space comparable to the Premises in the locality 
of the Building and all other factors that would be relevant to a 
third party desiring to lease the Premises for a five (5)-year term 
commencing at the commencement of the applicable Renewal Option 
Term in determining the rental such party would be willing to pay 
therefor, but excluding any rental value attributable to any items 
Lessee is permitted to remove from the Premises upon expiration of 
the term of this Lease pursuant to Paragraph 7.4 of this Addendum.
(b) If Lessee exercises a Renewal Option, Lessor shall send 
to Lessee, on or before the date that is one hundred twenty (120) 
days prior to the Expiration Date of the Initial Term, in the case 
of the first Renewal Option, or one hundred fifty (150) days prior 
to the expiration date of the first Renewal Option Term, in the 
case of the second Renewal Option, a notice setting forth the Fair 
Market Rent for the Premises for the first year of the applicable 
Renewal Option Term.  If Lessee disputes Lessor's determination of 
the Fair Market Rent for the first year of a Renewal Option Term, 
Lessee shall, within thirty (30) days after the date of Lessor's 
notice setting forth Lessor's determination thereof, send to Lessor 
a notice stating that Lessee disagrees with Lessor's determination 
of Fair Market Rent for the first year of the Renewal Option Term 
and elects to resolve the disagreement as provided in 
subparagraph 39(c) below.  If Lessee does not send to Lessor a 
notice as provided in the previous sentence, Lessor's determination 
of the Fair Market Rent shall be the basis for determining the 
monthly Base Rent to be paid by Lessee hereunder during the first 
year of the applicable Renewal Option Term.  If Lessee elects to 
resolve the disagreement as provided in subparagraph 39(c) below 
and such procedures shall not have been concluded prior to the 
commencement of the applicable Renewal Option Term, Lessee shall 
pay monthly Base Rent in an amount equal to the greater of (i) one 
hundred five percent (105%) of the monthly Base Rent payable for 
the month immediately prior to the commencement of the applicable 
Renewal Option Term or (ii) the Fair Market Rent (on a monthly 
basis) as determined by Lessor in the manner provided above.  If 
the amount of Fair Market Rent for the first year of the applicable 
Renewal Option Term as finally determined pursuant to 
subparagraph 39(c) is greater than Lessor's determination, Lessee 
shall pay to Lessor the difference between the amount paid by 
Lessee and the Fair Market Rent as so determined pursuant to 
subparagraph 39(c) within thirty (30) days after the determination.  
If the Fair Market Rent for the first year of the applicable 
Renewal Option Term as finally determined pursuant to 
subparagraph 39(c) is less than Lessor's determination, the 
difference between the amount paid by Lessee and the Fair Market 
Rent as so determined pursuant to subparagraph 39(c) shall be 
credited against the next installment(s) of monthly Base Rent due 
from Lessee to Lessor hereunder.  
(c) Any disagreement regarding the Fair Market Rent for the 
first year of the applicable Renewal Option Term shall be resolved 
as follows:  
(i) If, within thirty (30) days after Lessee's response 
to Lessor's notice to Lessee of the Fair Market Rent, Lessor and 
Lessee shall not have reached agreement as to the Fair Market Rent 
for the first year of the applicable Renewal Option Term, they 
shall each select one appraiser to determine the Fair Market Rent 
for the first year of the applicable Renewal Option Term.  Each 
such appraiser shall arrive at a determination of the Fair Market 
Rent for the first year of the applicable Renewal Option Term and 
submit their conclusions to Lessor and Lessee within forty-five 
(45) days after the expiration of the thirty (30) day period 
described in this subparagraph (i).  
(ii) If only one appraisal is submitted within the 
requisite time period, it shall be deemed to be the Fair Market 
Rent for the first year of the applicable Renewal Option Term.  If 
both appraisals are submitted within such time period, and if the 
two appraisals so submitted differ by less than five percent (5%) 
of the lower of the two, the average of the two shall be the Fair 
Market Rent for the first year of the applicable Renewal Option 
Term.  If the two appraisals differ by more than five percent (5%) 
of the lower of the two, then the two appraisers shall immediately 
select a third appraiser who shall within thirty (30) days after 
his or her selection make his or her own determination of the Fair 
Market Rent for the first year of the applicable Renewal Option 
Term and submit such determination to Lessor and Lessee 
simultaneously.  Neither Lessor nor Lessee shall advise the third 
appraiser of the Fair Market Rent determinations delivered by the 
first two appraisers, and Lessor and Lessee shall instruct the 
first two appraisers not to advise the third appraiser of such 
determinations.  If the Fair Market Rent determined by the third 
appraiser is the average of the determinations of the Fair Market 
Rent determined by the first two appraisers, the third appraiser's 
determination of Fair Market Rent shall be the Fair Market Rent.  
If such is not the case, Fair Market Rent shall be the Fair Market 
Rent as determined by Lessor's appraiser or Lessee's appraiser 
which is closest to the determination of Fair Market Rent by the 
third appraiser.  
(iii) All appraisers appointed pursuant to this Lease 
shall be members of the American Institute of Real Estate 
Appraisers with not less than ten (10) years' experience appraising 
commercial and industrial properties in Santa Clara county.  Each 
party shall pay the cost of the appraiser selected by such party 
and one-half of the cost of the third appraiser, if necessary  plus 
one-half of any other costs incurred in resolving the disagreement 
pursuant to this subparagraph 39(c).  

46.     Counterparts; Facsimile Signatures.  The Lease and this 
Addendum may be signed in counterparts, and delivered by facsimile, 
and such facsimile counterparts shall be valid and binding on 
Lessor and Lessee with the same effect as if original signatures 
had been exchanged.  

50.     Parking.  Subject to the rules and regulations promulgated 
from time to time by Lessor, Lessee shall be entitled to use 50.3% 
of the parking spaces for the 2401/2403 Walsh Avenue complex for 
use by its agents, servants, employees and invitees (individually 
and collectively referred to as "Lessee's Invitees") for parking 
of passenger vehicles with a capacity of 8 persons or less only.  
If Lessor in its sole discretion agrees in writing to permit Lessee 
to use any parking spaces or areas which could be used for parking 
spaces for any other purpose (e.g., temporary storage of materials, 
satellite dish installation, etc.), Lessee's then current number of 
parking spaces will automatically be reduced by the number of 
spaces utilized for such purpose plus any spaces which cannot be 
reasonably used for normal parking as a result thereof.  Lessee 
agrees that overnight parking is prohibited.  Lessee also agrees 
that under no circumstances shall Lessee's Invitees in any manner 
interfere with occupancy and/or access to the property known as 
2403 Walsh Avenue, including, without limitation, interference with 
the ingress or egress to the building, parking lot or shipping and 
receiving areas.  If Lessee commits, permits or allows any of the 
prohibited activities described herein or in the rules and 
regulations then in effect, then Lessor shall have the right, 
without notice, in addition to such other rights and remedies that 
it may have, to remove or tow away the vehicle(s) involved and 
charge the cost to Lessee, which cost shall be immediately payable 
upon demand by Lessor.  Lessee agrees that Lessor may re-stripe the 
existing parking lots so as to reconfigure the same, so long as 
such re-striping or reconfiguration does not reduce the number of 
parking spaces that Lessee is otherwise entitled to use under the 
Lease.  Subject to the prior written approval of Lessor, which 
approval shall not be unreasonably withheld or delayed, Lessee may 
re-stripe the existing parking lots so as to reconfigure the same, 
so long as such re-striping or reconfiguration does not reduce the 
number of total parking spaces for the 2401/2403 Walsh Avenue 
complex or unreasonably interfere with the use or occupancy of 
2403 Walsh Avenue or its marketability to prospective tenants and 
subtenants.  Provided that Lessee shall have obtained Lessor's 
approval of such restriping as required under this Paragraph 29, 
then notwithstanding anything contained in the Lease, Lessee shall 
not have any obligation to change the striping or configuration of 
the parking lots back to the original configuration at the 
termination of the Lease.  

IN WITNESS WHEREOF, Lessor and Lessee have executed this Addendum 
as of the date of the Lease.
Lessee:
EXODUS COMMUNICATIONS, INC.,
a Delaware corporation,


By:     
Print Name:     
Title:  

Lessor:
G&I WALSH LLC,
a Delaware limited liability company
By:     G&I Investment Walsh LLC,
a Delaware limited liability 
company,
its managing member
By:     G&I Investment Walsh Corp.,
a Delaware corporation,
its managing member
By:     
Name:   
Title:          


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