##### 



Exhibit 10.49
 OFFICE LEASE AGREEMENT
 CATALYTICA ENERGY SYSTEMS, INC.
WARNER COURTYARDS
301 WEST WARNER RD.
Suite # 134
 TABLE OF CONTENTS
 PageARTICLE 1.
    
    SUMMARY AND DEFINITION OF CERTAIN LEASE PROVISIONS AND EXHIBITS
    
    
    1ARTICLE 2.
    
    PREMISES/RIGHT TO USE COMMON AREAS
    
    
    1ARTICLE 3.
    
    TERM
    
    
    2ARTICLE 4.
    
    MINIMUM MONTHLY RENT
    
    
    2ARTICLE 5.
    
    ADDITIONAL RENT/EXPENSE STOP
    
    
    2ARTICLE 6.
    
    PARKING
    
    
    2ARTICLE 7.
    
    RENT TAX AND PERSONAL PROPERTY TAXES
    
    
    3ARTICLE 8.
    
    PAYMENT OF RENT/LATE CHARGES
    
    
    3ARTICLE 9.
    
    SECURITY DEPOSIT
    
    
    3ARTICLE 10.
    
    CONSTRUCTION OF THE PREMISES
    
    
    3ARTICLE 11.
    
    ALTERATIONS
    
    
    3ARTICLE 12.
    
    PERSONAL PROPERTY/SURRENDER OF PREMISES
    
    
    3ARTICLE 13.
    
    LIENS
    
    
    3ARTICLE 14.
    
    USE OF PREMISES/RULES AND REGULATIONS
    
    
    3ARTICLE 15.
    
    RIGHTS RESERVED BY LANDLORD
    
    
    4ARTICLE 16.
    
    QUIET ENJOYMENT
    
    
    4ARTICLE 17.
    
    MAINTENANCE AND REPAIR
    
    
    4ARTICLE 18.
    
    UTILITIES AND JANITORIAL SERVICES
    
    
    4ARTICLE 19.
    
    ENTRY AM) INSPECTION
    
    
    4ARTICLE 20.
    
    ACCEPTANCE OF THE PREMISES/LIABILITY INSURANCE
    
    
    4ARTICLE 21.
    
    CASUALTY INSURANCE
    
    
    5ARTICLE 22.
    
    DAMAGE AND DESTRUCTION OF PREMISES
    
    
    5ARTICLE 23.
    
    EMINENT DOMAIN
    
    
    5ARTICLE 24.
    
    ASSIGNMENT AND SUBLETTING
    
    
    5ARTICLE 25.
    
    SALE OF PREMISES BY LANDLORD
    
    
    5ARTICLE 26.
    
    SUBORDINATION/ATTORNMENT/MOD1FI CATION/ASSIGNMENT
    
    
    5ARTICLE 27.
    
    LANDLORDS DEFAULT AND RIGHT TO CURE
    
    
    6ARTICLE 28.
    
    ESTOPPEL CERTIFICATES
    
    
    6ARTICLE 29.
    
    TENANTS DEFAULT AND LANDLORDS REMEDIES
    
    
    6ARTICLE 30.
    
    TENANTS RECOURSE
    
    
    6ARTICLE 31.
    
    HOLDING OVER
    
    
    6ARTICLE 32.
    
    GENERAL PROVISIONS
    
    
    6ARTICLE 33.
    
    NOTICES
    
    
    7ARTICLE 34.
    
    BROKERS COMMISSIONS
    
    
    7ARTICLE 35.
    
    INDEMNIFICATION/WAIVER OF SUBROGATION
    
    
    7ARTICLE 36.
    
    ADDENDUM
    
    ADDENDUM-1
 EXHIBITS:(A)
    
    PREMISES(B)
    
    RULES AND REGULATIONS(C)
    
    PARKING RULES AND REGULATIONS




---



##### 



OFFICE LEASE AGREEMENTCATALYTICA ENERGY SYSTEMS, INC.
 THIS OFFICE LEASE AGREEMENT, WARNER COURTYARDS.
LLC, an Arizona Limited Liability Company, PARK 3020, LLC, an Arizona Limited Liability Company, PARK
3030, LLC, an Arizona Limited Liability Company, and METZGER WARNER COURTYARDS, LLC, a
Delaware Limited Liability Company, CATALYTCA ENERGY SYSTEMS, INC.. a Delaware Corporation
 ARTICLE 1. SUMMARY AND DEFINITION OF CERTAIN LEASE PROVISIONS AND EXHIBITS
 1.1
    
    The following terms and provisions of this Lease, as modified by other terms and
provisions hereof, are included in this Section 1.1 for summary and definitional purposes
only. If there is any conflict or inconsistency between any term or provision in this
Section 1.1 and any other term or provision of this Lease, the other term or provision of
thisLease shall control:
 (a)
    
    Landlord:
    
    Warner Courtyards, LLCPark 3020, LLCPark 3030, LLCMetzger Warner Courtyards, LLC(b)
    
    Address of Landlord for Notices:
    
    c/o Hannay Investment Properties, Inc2999 N.44th StreetSuite 400Phoenix, Arizona 85018(c)
    
    Tenant:
    
    Catalytica Energy Systems, Inc.(d)
    
    Address of Tenant for Notices:
    
    Catalytica Energy Systems, Inc.(Include Main/Hdq. Address)
    
    301 West Warner Rd. Suite #132Tempe, Arizona 85284(e)
    
    Lease Term: October 15, 2007, through March 31, 2008, as further defined in
Article 3.(f)
    
    Building: The office building known as WARNER COURTYARDS,located at 301 West
Wamer Rd., Tempe, Arizona 85284 (the Building).(g)
    
    Premises: Suite 134 on the first floor of the Building, as shown on Exhibit A,
consisting of approximately 2,114 Rentable Square Feet.(h)
    
    Minimum Monthly Rent: $2,568.62 plus applicable sales tax for October 15, 2007
through October 31, 2007. $4.976.71 plus applicable sales tax for each full calendar month
commencing on November 1, 2007 through March 31, 2008.(i)
    
    Tenants Base Share: (see Article 5).(j)
    
    Intentionally Deleted.(k)
    
    Security Deposit: A Security Deposit of $5,000.00 is required at
the tame the Lease is signed by Tenant.(l)
    
    Parkins: Uncovered,
unreserved spaces in the project shall be available at no charge. The overall
parking ratio of the project is six (6) spaces per 1000 square feet of rentable area.(m)
    
    Building Hours: 7:00 am to 6:00 p.m. Monday through Friday; 7:00 am to 12:00 p.m.
Saturday. Closed Sundays and all legal holidays. Tenant shall have twenty-four (24)
hour, seven (7) day a week access to the Premises.
 1.2
    
    The following exhibits (the Exhibits) and addenda are attached hereto and incorporated
herein by this reference:
 Exhibit A
    
    PremisesExhibit B
    
    Building Rules and RegulationsExhtbit C
    
    Parking Rules and RegulationsAddendum to Office Lease Agreement (the Addendum), dated of even date herewith.The Office Lease Agreement, the Addendum, and the Exhibits arc collectively referred to herein
as the Lease.
 ARTICLE 2. PREMISES/RIGHT TO USE COMMON AREAS
 2.1
    
    Landlord leases to Tenant and Tenant leases from Landlord the Premises, for and subject to
the terms and provisions set forth in this
Lease. This Lease is subject to all liens, encumbrances, parking and access easements,
restrictions, covenants, and all other matters of
record, the Rules and Regulations described in Article 14 and the Parking Rules and
Regulations described in Article 6. Tenant and
Tenants agents, contractors, customers, directors, employees, invitees, officers, and patrons
(collectively, the Tenants Permittees) have a
non-exclusive privilege and license, during the Lease Term, to use the non-resiricted Common
Areas in common with all other authorized
users thereof.




---



##### 



2.2
    
    For purposes of this Lease, the following terms have the definitions set forth below:
 (a)
    
    Automobile Parking Areas means all areas designated for automobile parking upon the
Land. Automobile Parking Areas are
Common Areas, but certain parking areas are restricted. (See Parking Rules & Regulations).(b)
    
    Common Areas means those areas within the Building and Land not leased to any
tenant and which are intended by Landlord tobe available for the use, benefit, and enjoyment of all occupants of the Building.(c)
    
    Interior Common Facilities means lobbies, corridors, hallways, elevator foyers,
restrooms, mail rooms, mechanical and electrical
rooms, janitor closets, and other similar facilities used by tenants or for the benefit of
tenants on a non-exclusive basis. Access to
certain Interior Common Facilities is restricted.(d)
    
    Land, means the parcel of land containing the Building;(e)
    
    Load Factor means the quotient of the Rentable Square Footage of the Building
divided by the aggregate Usable Square Footage of all premises and occupiable space in
the Building, and is subject to change from time to time.(f)
    
    Rentable Square Footage means (l) with respect to the Building, the sum of the
total area of all floors in the Building (including Interior Common Facilities but
excluding stairs, elevator shafts, vertical shafts, parking areas and exterior
balconies), computed by measuring to the exterior surface of permanent outside walls; and
(2) with respcet to the Premises, the Usable Square Footage of the Premises multiplied by
the Load Factor.(g)
    
    Usable Square Footage means the area of the Premises (or other space occupiable by
tenants as the case may be) computed by measuring to the exterior surface of permanent
outside walls, to the midpoint of corridor and demising walls and to the Tenant side of
permanent interior walls and Interior Common Facilities walls (other than corridor
walls).
 ARTICLE 3. TERM
  ARTICLE 4. MINIMUM MONTHLY RENT
  ARTICLE 5. Intentionally Deleted.
 ARTICLE 6. PARKING
  - 2 -




---



##### 



ARTICLE 7. RENT TAX AND PERSONAL PROPERTY TAXES
  ARTICLE 8. PAYMENT OF RENT/LATE CHARGES
  ARTICLE 9. SECURITY DEPOSIT
  ARTICLE 10. Intentionally Deleted.
 ARTICLE 11. ALTERATIONS
  ARTICLE 12. PERSONAL PROPERTY/SURRENDER OF PREMISES
  ARTICLE 13. LIENS
  ARTICLE 14. USE OF PREMISES/RULES AND REGULATIONS
 14.1
    
    Without the prior approval of Landlord, Tenant shall not use the Premises for any use other than for general business office purposes and
Tenant agrees that it will use the Premises in such manner as to not interfere with or infringe
on the rights of other tenants in the Building.
Tenant agrees to comply with all applicable laws, ordinances and regulations in connection with
its use of the Premises, agrees to keep the
Premises in a clean and sanitary condition, and agrees not to perform any act in the Building
which would increase any insurance
premiums related to the Building or would cause the cancellation of any insurance policies related to the Building.14.2
    
    Tenant shall not use, generate, manufacture, store, or dispose of, in, under, or about the Premises, the Building, the Land, or the Project or
transport to or from the Premises, the Building, the Land, or the Project, any Hazardous
Materials. For purposes of this Lease, Hazardous
Materials includes, but is not limited to: (i) flammable, explosive, or radioactive
materials, hazardous wastes, toxic substances, or related
materials; (ii) all substances defined as hazardous substances, hazardous materials,
toxic substances, or hazardous chemical
substances or mixtures in the Comprehensive Environmental Response Compensation and Liability
Act of 1980, as amended, 42 U.S.C.
§ 9601, et seq., as amended by Superfund Amendments and Re-authorization Act of 1986; the
Hazardous Materials Transportation Act, 49
U.S.C. § 1901, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq.;
the Toxic Substances Control Act, 15
U.S.C. §2601, et seq.; (iii) those substances listed in the United States Department of
Transportation Table (49 CFR 172.10 and
amendments thereto) or by the Environmental Protection Agency (or any successor agent) as
hazardous substances (40 CFR Part 302 and
amendments thereto); (iv) any material, waste, or substance which is (A) petroleum, (B)
asbestos, (C) polychlorinated biphenyls, (D)
designated as a hazardous substance pursuant to § 311 of the Clean Water Act, 33 U.S.C. S
1251 et seq. (33 U.S.C. § 1321) or listed
pursuant to the Clean Water Act (33 U.S.C. § 1317); (E) flammable explosives; or (F)
radioactive materials; and (v) all substances defined
as hazardous wastes in Arizona Revised Statutes § 36-3501 (16).
 - 3 -




---



##### 



ARTICLE 15. RIGHTS RESERVED BY LANDLORD
  ARTICLE 16. QUIET ENJOYMENT
 Article 14 Article 6
 ARTICLE 17. MAINTENANCE AND REPAIR
 Article 22 Article 17 Article 22
 ARTICLE 18. UTILITIES AND JANITORIAL SERVICES
 Overtime HVAC charges shall be billed to Tenant at the rate of $.0026
per hour, per square foot.
 ARTICLE 19. ENTRY AND INSPECTION
  ARTICLE 20. ACCEPTANCE OF THE PREMISES/LIABILITY
 20.1
    
    All personal property and fixtures belonging to Tenant shall be placed and remain on the
Premises at Tenants sole risk. Upon taking possession of the Premises and thereafter during
the Lease Term, the Tenant shall, at Tenants sole cost and expense, maintain insurance
coverage with limits not less than the following: (a) Workers Compensation Insurance,
minimum limit as defined by applicable laws; (b) Employers Liability Insurance, minimum
limit $1,000,000; (c) Commercial General Liability Insurance, Bodily Injury/Property, Damage
 - 4 -




---



##### 



20.2
    During the entire Lease Term, Landlord agrees to maintain public liability insurance in such forms and amounts as Landlord shall determine.
 ARTICLE 21. CASUALTY INSURANCE
 21.1

    Tenant shall maintain fire and extended coverage insurance (full replacement value) with a business interruption and extra expense
endorsements, on personal property and trade fixtures owned or used by Tenant.21.2

    Landlord shall maintain fire and full extended coverage insurance (all risk) including necessary endorsements throughout the Lease
Term on the Building (excluding Tenants trade fixtures and
personal property). At Landlords
option, the policy of insurance may include
a business interruption insurance endorsement for loss of rents. The cost of the insurance
obtained under this Section 21.2 shall be an
Operating Cost under Article 5 of this Lease.
 ARTICLE 22. DAMAGE AND DESTRUCTION OF PREMISES
 Article 17 Article 22
 ARTICLE 23. EMINENT DOMAIN
  ARTICLE 24. ASSIGNMENT AND SUBLETTING
  ARTICLE 25. SALE OF PREMISES BY LANDLORD
  ARTICLE 26. SUBORDINATION/ATTORNMENT/MODIFICATION/ASSIGNMENT
  - 5 -




---



##### 



ARTICLE 27. LANDLORDS DEFAULT AND RIGHT TO CURE
  ARTICLE 28. ESTOPPEL CERTIFICATES
  ARTICLE 29. TENANTS DEFAULT AND LANDLORDS REMEDIES
  ARTICLE 30. TENANTS RECOURSE
  ARTICLE 31. HOLDING OVER
 Article 5
 ARTICLE 32. GENERAL PROVISIONS
 32.1
    
    This Lease is construed in accordance with the laws of the State of Arizona.32.2
    
    If Tenant is composed of more than one person or entity, then the obligations of such entities or parties are joint and several.32.3
    
    If any term, condition, covenant, or provision of this Lease is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remainder of the terms, conditions, covenants, and provisions hereof shall
remain in full force and effect and shall in
no way be affected, impaired, or invalidated.32.4
    
    The various headings and numbers herein and the grouping of the provisions of this Lease into separate articles and sections are for the
purpose of convenience only and are not be considered a part hereof.
 - 6 -




---



##### 



32.5
    
    Time is of the essence of this Lease.32.6
    
    In the event either party initiates legal proceedings or retains an attorney to enforce any
right or obligation under this Lease or to obtain
relief for the breach of any covenant hereof, the party fltimately prevailing in such proceedings or the non-defaulting party shall be
entitled to recover all costs and reasonable attorneys lees.32.7
    
    This Lease. and any Exhibit or Addendum attached hereto, sets forth all the terms, conditions, covenants, provisions, promises,
agreements, and undertakings, either oral or written, between the Landlord and Tenant. No
subsequent alteration, amendment, change, or addition to this Lease is binding upon Landlord or Tenant unless reduced to writing and signed
by both parties.32.8
    
    Subject to Article 24, the covenants herein contained shall apply to and bind the heirs,
successors, executors, personal representatives,
legal representatives, administrators, and assigns of all the parties hereto.32.9
    
    No term, condition, covenant, or provision of this Lease shall be waived except by written waiver of Landlord, and the forbearance or
indulgence by Landlord in any regard whatsoever shall not constitute a waiver of the term,
condition, covenant, or provision to be
performed by Tenant to which the same shall apply, and until complete performance by Tenant of
such term, condition, covenant, or
provision, Landlord shall be entitled to invoke any remedy available under this Lease or by
law despite such forbearance or indulgence.
The waiver by Landlord of any breach or term, condition, covenant, or provision hereof shall
apply to and be limited to the specific
instance involved and shall not be deemed to apply to any other instance or to any subsequent
breach of the same or any other term,
condition, covenant, or provision hereof. Acceptance of rent by Landlord during a period in
which Tenant is in default in any respect
other than payment of rent shall not be deemed a waiver of the other default. Any payment made
in arrears shall be credited to the oldest
amount outstanding and no contrary application will waive this right.32.10
    
    The use of a singular term in this Lease shall include the plural and the use of the
masculine, feminine, or neuter genders shall include all
others.32.11
    
    Landlords submission of a copy of this Lease form to any person, including Tenant, shall not be deemed to be an offer to lease or the
creation of a lease unless and until this Lease has been fully signed and delivered by
Landlord.32.12
    
    Every term, condition, covenant, and provision of this Lease, having been negotiated in
detail and at arms length by both parties, shall be
construed simply according to its fair meaning and not strictly for or against Landlord or Tenant.32.13
    
    If the time for the performance of any obligation under this Lease expires on a Saturday, Sunday, or legal holiday, the time for
performance shall be extended to the next succeeding day which is not a Saturday, Sunday, or legal holiday.32.14
    
    If requested by Landlord, Tenant shall execute written documentation with signatures acknowledged by a notary public, to evidence
when and if Landlord or Tenant has met certain obligations under this Lease.
 ARTICLE 33. NOTICES
 Section 1.1
 ARTICLE 34. BROKERS COMMISSIONS
  ARTICLE 35. INDEMNIFICATION/WAIVER OF SUBROGATION
 35.1
    
    Tenant shall indemnify, defend, and hold Landlord and any lender of Landlord harmless against
all Claims (as defined below) and costs
incurred by Landlord arising from: (a) any act or omission of Tenant or Tenants Permittees
which results in personal injury, loss of life,
or property damage sustained in and about the Premises, the Building, or the Land; (b)
attachment or discharge of a lien upon the
Premises, the Building, or the Land; (c) Tenants and Tenants Permittees use, generation,
storage, release, threatened release, discharge,
disposal, or presence of Hazardous Materials on, under, or about the Premises, the Building,
or the Land; (d) any default of Tenant under
this Lease; and (e) any claims for brokerage commissions or finders fees in connection with
this Lease (excepting commissions or fees
authorized in writing by Landlord). As used in this Lease, Claims means any claim, suit,
proceeding, action, cause of action,
responsibility, demand, judgment and execution, and attorneys fees and costs related thereto
or arising therefrom.35.2
    
    Tenant hereby releases, discharges, and waives any right of recovery from Landlord and
Landlords agents, directors, officers, and
employees, and Landlord hereby releases, discharges, and waives any right of recovery from
Tenant and Tenants Permittees, from all
Claims, liabilities, losses, damages, expenses, or attorneys fees and costs incurred arising
from or caused by any peril required to be
covered by insurance obtained by Landlord or Tenant under this Lease, or covered by insurance
in connection with (a) property on the
Premises, the Building, or the Land; (b) activities conducted on the Premises, the Building,
or the Land; and (c) obligations to
 - 7 -




---



##### 



Article_35
  35.3
    
    Notwithstanding anything in this Lease to the contrary, Landlord shall not be responsible or liable
to Tenant for any Claims for loss or damage caused by the acts or omissions of any persons occupying any space
elsewhere in the Building.IN WITNESS WHEREOF,the parties have duly executed this Lease as of the day and year first above written.
 LANDLORD
    
    TENANTWARNER COURTYARDS, LLC
    
    CATALYTICA ENERGY SYSTEMS, INC.,An Arizona Limited Liability Company
    
    a Delaware CorporationBy Hannay Investment Properties, Inc.,An Arizona Corporation,Its Manager/s/ R. Craig Hannay
    
    /s/ Rob ZackBy: R. Craig Hannay
    
    By: Rob ZackIts: President
    
    Its: Executive Vice President and CFOPARK 3020, LLC
    
    10/12/08An Arizona Limited Liability Company
    
    DateBy Hannay Investment Properties, Inc.,An Arizona Corporation,Its Manager/s/ R. Craig HannayBy: R. Craig HannayIts: PresidentPARK 3030, LLCAn Arizona Limited Liability CompanyBy Hannay Investment Properties, Inc.,An Arizona Corporation,Its Manager/s/ R. Craig HannayBy: R. Craig HannayIts: PresidentMETZGER WARNER COURTYARDS, LLCA Delaware Limited Liability CompanyBy Hannay Investment Properties, Inc.,An Arizona Corporation,Its Attorney in Fact/s/ R. Craig HannayBy: R. Craig HannayIts: President




---



##### 



EXHIBIT B
 BUILDING RULES AND REGULATIONS
 1.
    
    Tenant will refer all contractors, contractors representatives and installation technicians
rendering any service to Tenant, to Landlord for
Landlords supervision, approval and control before performance of any contractual service.  This provision shall apply to all work
performed in the Building including installations of telephones, telegraph equipment,
electrical devices and attachments, and installations
of any nature affecting doors, walls, woodwork, trim, windows, ceilings, equipment or any other
physical portion of Building.
 2.
    
    No additional locks or bolts of any kind shall be placed upon any of the doors or windows by
any Tenant nor shall any changes be made in
existing locks or the mechanism thereof without consulting the Landlord.
 3.
    
    Movement in or out of the Building of furniture or office equipment, or dispatch or receipt
by Tenant of any merchandise or materials
which require use of stairways, elevators or movement through Building entrance or lobby shall
be restricted to hours designated by
Landlord. All such movement shall be under supervision of Landlord and in the manner agreed
between Tenant and Landlord by pre-
arrangcment before performance. Such pre-arrangement initiated by tenant will include
determination by Landlord and subject to its
decision and control, as to the concerns which may prohibit any article, equipment or any other
item from being brought into the Building.
Tenant is to assume all risk as to damage to articles moved and injury to persons or public
engaged or not engaged in such movement,
including equipment, property, and personnel or Landlord if damaged or injured as a result of
acts in connection with carrying out this
service for Tenant from time of entering property to completion of work; and Landlord shall
not be liable for acts of any person engaged
in, or any damage or loss to any of said property or persons resulting from, any act in
connection with such service performed for Tenant.
Any hand trucks, carryalls or similar appliances used for the delivery or receipt of
merchandise or equipment shall be equipped with
rubber tires, side guards and such other safeguards as the Building shall reasonably require.
 4.
    
    No signs, advertisements or notices shall be painted or affixed on or to any windows or
doors, or other parts of the Building, except of
such color, size and style and in such places, as shall be first approved in writing by
Landlord. Building standard suite entrance signs to
premises shall be placed thereon by a contractor designated by Landlord at Landlords expense.
 5.
    
    Tenant shall not place, install or operate on the Premises or in part of the Building, any
engine, refrigerating (other than a home-type
kitchen refrigerator), heating or air conditioning apparatus, stove or machinery, or conduct
mechanical operations or cook thereon (other
than in a home-type microwave oven) or therein, or place in or about the Premises any
explosives, gasoline, kerosene, oil, acids, caustics
or any other inflammable, explosives, hazardous or odorous material without the prior written
consent of Landlord. No portion of the
Premises shall at any time be used for cooking, sleeping or lodging quarters. No Tenant shall
cause or permit any unusual or objectionable
odors to be produced upon or permeate from the leased Premises.
 6.
    
    Landlord will not be responsible for lost or stolen personal property, equipment, money or
jewelry from the Building, the Premises, or any
other area on or about the Property, regardless of whether such loss occurs when these areas
were locked against entry or not.
 7.
    
    No birds or animals shall be brought into or kept in or about the Building.
 8.
    
    Employees of Landlord shall not receive or carry messages for or to Tenant or other person,
nor contract with or render free or paid
services to Tenant or Tenants agents, employees, or invitees.
 9.
    
    Landlord will not permit entrance to Tenants offices by use of pass keys controlled by
Landlord to any person at any time without written
permission by Tenant, except employees, contractors, or service personnel directly supervised
by Landlord.
 10.
    
    The entries, passages, doors, elevators and elevator doors (if provided), hallways or
stairways shall not be blocked or obstructed; no
rubbish, litter, trash, or material of any nature shall be placed, emptied or thrown into these
areas, and such areas shall not be used at any
time except for ingress or egress by Tenant, Tenants agents, employees or invitees to or from
the Premises.
 11.
    
    Plumbing fixtures and appliances shall be used only for purposes for which constructed, and
no sweepings, rubbish, rags or other
unsuitable material shall be thrown or placed therein. Damage resulting to any such fixtures
or appliances from misuse by Tenant, its
employees, agents, visitors or licensees shall be paid by Tenant, and Landlord shall not in any
case be responsible therefor.
 12.
    
    The Landlord desires to maintain the highest standards of environmental comfort and
convenience for all Tenants. It will be appreciated if
any undesirable conditions or lack of courtesy or attention are reported directly to the
management. Tenant shall give immediate notice to
the Building Manager in case of accidents in the Premises or in the common areas or of defects
therein or in any fixtures or equipment, or
of any known emergency in the Building.
 13.
    
    No Tenant shall make, or permit to be made, any unseemly or disturbing noises, interfere with
occupants of this or neighboring buildings
or premises, or those having business with them, whether by the use of any device, musical
instrument, radio, unmusical noise, whistling,
singing, or in any other way interfering with others quiet enjoyment of the building.
 14.
    
    Landlord shall have the right to make such other and further reasonable rules and regulations
as in the judgment of Landlord may from
time to time be needful for the safety, appearance, care and cleanliness of the Building and
for the preservation of good order therein.
Landlord shall not be responsible to Tenant for any violations of rules and regulations by
other Tenants.
 15.
    
    All Tenants shall adhere to and obey all such parking control measures as may be placed into
effect by the Landlord through the use of
signs, identifying decals or other instructions. No bicycles or other vehicles of any kind
shall be brought into or kept on the Premises
except in designated areas specified for parking of such vehicles.
 16.
    
    No safes or other objects, larger or heavier than the Building is limited to carry, shall be
brought into or installed on the Premises. The
Landlord shall have the power to prescribe the weight and position of such safes or other
objects which shall, if considered necessary by
the Landlord, be required to be supported by such additional materials placed on the floor as
the Landlord may direct, and at the expense
of the Tenant.
 17.
    
    Landlord shall have no obligation to repair, re-stretch, or replace carpeting, but will
spot-clean and sweep carpeting as part of any janitorial
services required to be furnished by Landlord under the Lease.
 18.
    
    Names to be replaced on or removed from directories should be furnished to the manager in
writing on Tenants letterhead. All
replacement directory strips will be at the expense of the Tenant. Landlord will determine
size and uniformity of strips.
 19.
    
    All Tenants shall see that doors of their premises are closed and securely locked before
leaving the Building and must observe strict care
not to leave such doors open and exposed to the weather or other elements. Tenant shall
exercise extraordinary care and caution that all water faucets or water apparatus are entirely shut off before the Tenant or the Tenants
employees leave the Building, and that all
electricity, gas and air conditioning shall likewise be carefully shut off, so as to prevent
waste or damage, where controlled by Tenant.
 B-1




---



##### 



20.
    
    Janitorial services shall be provided live days per week in and about the Premises, and
in no case shall such services be provided for Saturdays, Sundays and holidays (legal).
Tenants shall not cause unnecessary labor by reason of carelessness or indifference in the
preservation of good order and cleanliness. The work of the janitor or cleaning personnel
shall not be hindered by Tenant after 5:30 p.m., and such work may be done at any time when
the offices are vacant. The windows, doors and fixtures may be cleaned at any time without
interruption of purpose for which the Premises are let. Tenant shall provide adequate waste
and rubbish receptacles, cabinets, bookcases, map cases, etc. necessary to prevent
unreasonable hardship to Landlord in discharging its obligation regarding cleaning service.
Boxes should be broken down to fit into containers.
 21.
    
    Canvassing, soliciting and peddling in the Building are prohibited. All Tenants shall
cooperate to prevent the same.22.
    
    All nail holes are to be patched and repaired in Tenants suite by Tenant upon vacating
Premises.23.
    
    All holiday decorations and other temporary or special decorations must be flame-retardant.
No live Christmas trees or candles are to be used throughout the Building. No decorations
should be hung on the exterior windows or on
exterior suite doors.24.
    
    There shall be no smoking permitted in the Building. B-2




---



##### 



EXHIBIT C
 PARKING RULES AND REGULATIONS
  Types of Parking
 Surface - Covered
 Visitor Parking
 Handicap Parking
 Surface -  Uncovered
 Hours For Parking
  Restrictions
 
    
    Damage caused by vehicles is the responsibility of vehicle owner.
    
    Landlord is not responsible for theft or damage to any vehicle.
    
    Vehicles that leak excessive fluids will be required to protect parking surface.
    
    Mechanical repairs to vehicles are not permitted on property.
    
    Large or oversize vehicles such as motor homes, boats or trailers are not permitted.
    
    No parking in (fire lanes, loading zones or any other areas not designated as a parking space.
    
    Landlord, at Landlords sole discretion, may add or modify the parking rules.




---



#####