EXHIBIT 10.19

[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")

1.1Parties:This Lease ("Lease"), dated for reference purposes
only, November 28, 2000, is made by and between MONROVIA TECHNOLOGY CAMPUS LLC ("Lessor") and SEEBEYOND TECHNOLOGY CORPORATION
("Lessee"), (collectively the "Parties," or individually a
"Party").

1.2Premises:That certain real property, including all improvements therein or to be provided by Lessor under
the terms of this Lease, and commonly known as Mountain Ave. & Royal Oaks, Monrovia as depicted on Exhibit A attached hereto, located in the County of Los Angeles, 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)
Build to suit an approximately 80,000 sq. ft. building (the "Building") (final size to be determined at building completion) to be constructed by Lessor pursuant to the terms of this Lease.
("Premises"). (See also Paragraph 2)

1.3Term:10 years and 0 months ("Original Term") commencing
Upon substantial completion. Lessor shall give Lessee notice 30 days prior to completion. Commencement date shall not be prior to 3/1/02 but not after 6/1/02. Lessee shall have the right of
cancellation if space is not available by 8/1/02. ("Commencement Date") and ending Ten (10) years after the commencement date
("Expiration Date"). (See also Paragraph 3)

1.4Early Possession:N/A ("Early Possession Date"). (See also
Paragraphs 3.2 and 3.3)

1.5Base Rent:$1.80/sq. ft. NNN per month ("Base Rent"),
payable on the 1st day of each month commencing on the lease commencement date as defined in Paragraph 1.3. (See also Paragraph 4)

ý    If
this box is checked, there are provisions in this Lease for the Base Rent to be adjusted. (See Paragraph 50)

1.6Base Rent Paid Upon Execution:$0.00 as Base Rent for the period N/A.

1.7Security Deposit:$85,000 cash deposit plus letter of credit as defined in Paragraph 57
("Security Deposit"). (See also Paragraph 5)

1.8Agreed Use:Office/R&D and high tech manufacturing. (See also Paragraph 6)

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

1.10Real Estate Brokers:(See also Paragraph 15)



o            represents
Lessor exclusively ("Lessor's Broker");
ý Cresa Partners LLC, 11726 San Vicente Blvd., Ste., 500, L.A. 90049 represents Lessee exclusively ("Lessee's
Broker"); or o            represents both Lessor and Lessee ("Dual Agency").



1.11Guarantor.The obligations of the Lessee under this Lease are to be guaranteed
by                        
                        ("Guarantor"). (See also Paragraph 37)

1.12Addenda and Exhibits.Attached hereto is an Addendum or Addenda consisting of Paragraphs 50
through 59 and Exhibits A, B & C, all of which constitute a part of this Lease.

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2.    Premises.

2.1Letting.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.

2.2Condition.Lessor shall deliver the Premises to Lessee broom clean and free of debris on the Commencement
Date. Lessor warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"),
loading doors, if any, and all other such elements in the Premises, other than those constructed by Lessee, shall be in good operating condition on said date and that the structural elements of the
roof, bearing walls and foundation of any buildings on the Premises (the "Building") shall be free of material defects. If a non-compliance with said
warranty exists as of the Commencement Date, Lessor shall, as Lessor's sole obligation with respect to such matter, except as otherwise provided in this Lease, promptly after receipt of written notice
from the Lessee setting forth with specificity the nature and extent of such non-compliance, rectify same at Lessor's expense. Except for latent defects, If, after the Commencement Date, Lessee does
not give Lessor written notice of any non-compliance with this warranty within: (i) five (5) years as to the roof and, (ii) one (1) year as to the remaining systems and other
elements of the Building, correction of such non-compliance shall be the obligation of Lessee at Lessee's sole cost and expense.

2.3Compliance.Lessor warrants that the improvements on the Premises comply with all applicable laws, covenants
or restrictions of record, building codes, regulations and ordinances ("Applicable Requirements") in effect on the Start Date. 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 Premises do not comply
with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance,
rectify the same at Lessor's expense. If the Applicable Requirements are hereafter changed (as opposed to being in existence at the Start Date, 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:



3.    Term.

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

3.3Delay in Possession.See Paragraph 1.3.

3.4Lessee 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

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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.

4.1Rent 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").

4.2Payment.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.Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee's
faithful performance of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any portion of said Security
Deposit for the payment of any amount due Lessor or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or
applies all or any portion of said Security Deposit, Lessee shall within ten (10) days after written request therefor deposit monies with Lessor sufficient to restore said Security Deposit to
the full amount required by this Lease. If the Base Rent increases during the term of this Lease, Lessee shall, upon written request from Lessor, deposit additional moneys with Lessor so that the
total amount of the Security Deposit shall at all times bear the same proportion to the increased Base Rent as the initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be
amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in
Lessor's reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following such
change the financial condition of Lessee is, in Lessor's reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the
Security Deposit to be at a commercially reasonable level based on said change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts.
Within fourteen (14) days after the expiration or termination of this Lease, if Lessor elects to apply the Security Deposit only to unpaid Rent, and otherwise within thirty (30) days after the
Premises have been vacated pursuant to Paragraph 7.4(c) below, Lessor shall return that portion of the Security Deposit not used or applied by Lessor. No part of the Security Deposit
shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease.

6.    Use.

6.1Use.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.

6.2Hazardous Substances.



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6.3Lessee'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, 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) of 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. (Building is new and complies
completely)

6.4Inspection; 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, 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 be
imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for the 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.

7.1Lessee's Obligations.



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7.2Lessor's Obligations.Subject to the provisions of Paragraphs 2.2 (Condition), 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.

7.3Utility Installations; Trade Fixtures; Alterations.



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7.4Ownership; Removal; Surrender; and Restoration.



8.    Insurance; Indemnity.

8.1Payment 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 $6,000,000 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.

8.2Liability Insurance.



8.3Property InsuranceBuilding, Improvements and Rental Value.



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8.4Lessee's Property/Business Interruption Insurance.



8.5Insurance 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+, V, 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

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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.

8.6Waiver 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.

8.7Indemnity.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.

8.8Exemption of Lessor from Liability.Except for Lessor's gross negligence or willful misconduct, 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 of Lessor.

9.    Damage or Destruction.

9.1Definitions.



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9.2Partial 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 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.

9.3Partial 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.

9.4Total 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.

9.5Damage 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 exceeds one (1) month's Base Rent, whether or not an Insured Loss, Lessee or 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.

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9.6Abatement of Rent; Lessee's Remedies.



9.7Termination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.

9.8Waive 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.

10.1Definition 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 other income therefrom, 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 which may occur after the first 10 (10) years of the term of this Lease. Notwithstanding anything to the contrary contained in this Lease, "Real Property Taxes" shall not
include tax penalties incurred as a result of Lessor's negligence, inability or unwillingness to make payments and/or to file any tax or informational returns when due. Lessor shall seek a reduction
in Real Property Taxes to the extent reasonably requested by Lessee, provided that Lessee shall pay directly for all of the costs of seeking such reduction in Real Property Taxes and Lessee shall be
reimbursed for the amount of such costs that it pays out of any actual reduction in Real Property Taxes achieved by such effort.

10.2.



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10.3Joint 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 conclusively determined by Lessor from the respective
valuations assigned in the assessor's work sheets or such other information as may be reasonably available.

10.4Personal 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.

12.1Lessor's Consent Required.



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12.2Terms and Conditions Applicable to Assignment and Subletting.



12.3Additional 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:



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13.  Default; Breach; Remedies.

13.1Default; 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:



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13.2Remedies.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:



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13.4Late 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) business 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 5% for delay of less than 10 days and 10% for delay beyond 10 days of such overdue amount 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.

13.5Interest.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.

13.6Breach By 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 such notice, within ten (10) days after 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

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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.

15.1Additional Commission.In addition to the payments owed pursuant to Paragraph 1.10 above, and unless
Lessor and the Brokers otherwise agree in writing, Lessor agrees that: (a) if Lessee exercises any Option, (b) if Lessee acquires any rights to the Premises or other premises owned by
Lessor and located within the same Project, if any, within which the Premises is located, (c) if Lessee remains in possession of the Premises, with the consent of Lessor, after the expiration
of this Lease, or (d) if Base Rent is increased, whether by agreement or operation of an escalation clause herein, then, Lessor shall pay Brokers a fee in accordance with the schedule of said
Brokers in effect at the time of the execution of this Lease.

15.2Assumption of Obligations.Any buyer or transferee of Lessor's interest in this Lease shall be deemed to
have assumed Lessor's obligation hereunder. Each Broker shall be a third party beneficiary of the provisions of Paragraphs 1.10, 15, 22 and 31. If Lessor fails to pay to a Broker any amounts
due as and for commissions pertaining to this Lease when due, then such amounts shall accrue Interest. In addition, if Lessor fails to pay any amounts to Lessee's Broker when due, Lessee's Broker may
send written notice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within ten (10) days after said notice, Lessee shall pay said monies to its Broker and offset such
amounts against Rent. In addition, Lessee's Broker shall be
deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor's Broker.

15.3Representations and Indemnities of Broker Relationships.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, and/or
attorneys' fees reasonably incurred with respect thereto.

16.  Estoppel Certificates.



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

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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. 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, 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.

23.1Notice 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 regular, certified or registered mail or U.S. Postal Service Express Mail, 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 by 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.

23.2Date 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. If sent by regular mail the notice shall be deemed given forty-eight (48) hours after
the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed given
twenty-four (24) hours after delivery of the same to the Postal Service or courier. Notices transmitted by facsimile transmission or similar means shall be deemed delivered upon telephone confirmation
of receipt, 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.

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24.    Waivers.No waiver by Lessor of 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 monies 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 one hundred twenty five percent (125%) of 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.

30.1Subordination.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 "Lessor's 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.

30.2Attornment.Subject to the non-disturbance provisions of Paragraph 30.3, Lessee 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.

30.3Non-Disturbance.With respect to existing Security Devices and any 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

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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 Premises. 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.

30.4Self-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 or Broker 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 or Broker 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 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, 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.

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. All signs must comply with all Applicable Requirements. Approval not to be unreasonably withheld.

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

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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.

37.  Guarantor.

37.1Execution.The Guarantors, if any, shall each execute a guaranty in the form most recently published by the
American Industrial Real Estate Association, and each such Guarantor shall have the same obligations as Lessee under this Lease.

37.2Default.It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to
provide: (a) evidence of the execution of the guaranty, including the authority of the party signing on Guarantor's behalf to obligate Guarantor, and in the case of a corporate Guarantor, a
certified copy of a resolution of its board of directors authorizing the making of such guaranty, (b) current financial statements, (c) a Tenancy Statement, or (d) written
confirmation that the guaranty is still in effect.

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.

39.1Definition."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.

39.2Options 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.

39.3Multiple 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.

39.4Effect of Default on Options.



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

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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.

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 at 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.

47.    Amendments.This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification.
As long as they do not materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by a Lender in
connection with the obtaining of normal financing or refinancing of the Premises.

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 oisýis notattached to this Lease.

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

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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:   |     | Monrovia, CA
|------------------------------ |  | -------------------------------- |  | -------------- | --- | ------------
|                               |  |                                  |  |                |     |             
|on:                            |  |                                  |  |                | on: |             
|                               |  |                                  |  |               
|ByLESSOR:                      |  |                                  |  | ByLESSEE:      |     |             
|MONROVIA TECHNOLOGY CAMPUS LLC |  | SEEBEYOND TECHNOLOGY CORPORATION
|By:                            |  |                                  |  |                | By: |             
|                               |  |                                  |  |               
|Name Printed:                  |  |                                  |  | Name Printed:  |     |             
|                               |  |                                  |  |                |     |             
|Title:                         |  |                                  |  | Title:         |     |             
|                               |  |                                  |  |                |     |             
|By:                            |  | /s/ Blaine P. Fetter             |  | By:            |    
|                               |  |                                  |  |               
|Name Printed:                  |  |                                  |  | Name Printed:  |     |             
|                               |  |                                  |  |                |     |             
|Title:                         |  |                                  |  | Title:         |     |             
|                               |  |                                  |  |                |     |             
|Address:                       |  | 602 E. Huntington Drive, Ste. D  |  | Address:       |     |             
|                               |  |                                  |  |                |     |             
|                               |  | Monrovia, CA 91016               |  |                |     |             
|                               |  |                                  |  |                |     |             
|Telephone:                     |  | (626) 305-5530                   |  | Telephone:     |     | (      )    
|                               |  |                                  |  |                |     |             
|Facsimile:                     |  | (626) 305-5541                   |  | Facsimile:     |     | (      )    
|                               |  |                                  |  |                |     |             
|Federal ID No.                 |  |                                  |  | Federal ID No. |     |             
|                               |  |                                  |  |                |     |             

|NOTE: |  | These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form: AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 700 So.
Flower Street, Suite 600, Los Angeles, California 90017. (213) 687-8777. Fax No. (213) 687-8616.
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Initials: |  | [Illegible] |  | [Illegible]
| |  | --------- |  | ----------- |  | -----------

|©1997 - American Industrial Real Estate Association |  | REVISED |  | FORM STN-6-2/97E
|--------------------------------------------------- |  | ------- |  | ----------------

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RIDER TO LEASE DATED NOVEMBER 28, 2000        BY AND BETWEEN        MONROVIA TECHNOLOGY CAMPUS LLC, AS LESSOR        AND        SEEBEYOND TECHNOLOGY CORPORATION, AS LESSEE

The following additional provisions are incorporated in the Lease dated November 28, 2000 by and between MONROVIA TECHNOLOGY CAMPUS LLC, ("Lessor") and
SEEBEYOND TECHNOLOGY CORPORATION ("Lessee"). In the event of any conflicts between the provisions of this Rider and Paragraphs 1 through 49 of the printed lease form, the provisions of this
Rider shall prevail.

50.ADJUSTMENT OF MONTHLY RENT.    The monthly rental shall be increased beginning the 24th month of
the lease term and every 24th month thereafter. This increase shall be calculated by multiplying a rent of $1.67 per rentable square foot by the percentage equal to the increase, if any,
in the Consumer Price Index of the United States Department of Labor, Bureau of Labor Statistics, all items average for the Los Angeles/Riverside/Orange County, California area (1982-84=100) (the
"Index") applicable to the 24th month of the lease term as compared with the index for the 1st month of the term of this lease. The amount of the increase calculated on the $1.67 rental
rate shall then be added to the $1.80 per rentable square foot rent. In no event shall the rental increase be less than 2% per year or be more than 5% per year.

50.1    In the event the compilation and/or publication of the CPI shall be transferred to any other governmental department or
bureau or agency or shall be discontinued, then the index most nearly the same as the CPI shall be used to make such calculation. In the event that the Parties cannot agree on such alternative index,
then the matter shall be submitted for decision to the American Arbitration
Association in accordance with the then rules of said association and the decision of the arbitrators shall be final and binding upon the parties. The parties shall pay the costs of said arbitration
equally.

51.TENANT IMPROVEMENT ALLOWANCE.    Landlord shall provide Tenant a tenant improvement allowance of up to
$2,000,000 Dollars or $25 per rentable square foot of space in the Building (the "Tenant Improvement Allowance"). Landlord shall pay the Tenant Improvement Allowance, and Landlord shall construct the
tenant improvements, in compliance with all applicable laws. The Tenant Improvement Allowance shall be paid directly to Contractor in three (3) equal progress payments equal to 30% of the Tenant
Improvement Allowance. The first progress payment shall be paid after it has been mutually agreed that one third of the Tenant's Work has been satisfactorily completed as reasonably determined by the
parties; the second progress payment shall be paid after it has been mutually agreed that two thirds of the Tenant's Work has been satisfactorily completed as reasonably determined by the parties; and
the third progress payment shall be paid after it has been mutually agreed that 100% of the Tenant's Work has been satisfactorily completed as reasonably determined by the parties. Landlord shall pay
each progress payment within thirty (30) days after receipt from Tenant of a request for payment, together with copies of submitted invoices, and all unconditional waiver and release upon progress
payment for material and labor from Tenant's contractor, subcontractors and suppliers. The remaining 10% of the Tenant Improvement Allowance shall be paid within sixty (60) days following commencement
of Tenant's business within the Building, and provided Tenant has provided Landlord with properly executed mechanics lien releases in compliance with California Civil Code Section 3262(d)(4)
from Tenant's contractor, subcontractors and supplies performing work in the Premises pursuant to construction contracts in excess of $10,000.

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52.COMMON AREA: USE, MAINTENANCE AND COSTS.

52.1COMMON AREAS.    Lessor owns and manages a parcel of real property known as MONROVIA TECHNOLOGY
CAMPUS LLC, located at the Mountain Avenue and Royal Oaks in Monrovia, California. Said real property, including land, buildings, common areas, and all other improvements thereon is herein
called the "Entire Premises." Exhibit "A" attached hereto depicts the Entire Premises. As used herein, "common areas" shall mean all areas within the Entire Premises which are not specifically
leased or held for lease by Lessor, including, without limiting the foregoing, parking areas, driveways, sidewalks, loading areas, access and egress roads, corridors, landscaped and planted areas, and
all other improvements provided by Lessor for the common use of Lessees. Lessor may from time to time change the size, location, nature, and use of any of the common areas including converting common
areas into leasable areas, and increasing or decreasing common area land and/or facilities.

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[MAP]

|INITIAL HERE |  | INITIAL HERE
|------------ |  | ------------
|[ILLEGIBLE]  |  | [ILLEGIBLE] 

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52.2USE OF COMMON AREAS.    Lessee, its employees, agents, customers, and business invitees shall have the
non-exclusive use (in common with other Lessees) to use the common areas for the purpose intended, subject to such reasonable rules and regulations relating to such use as Lessor may from
time to time establish. Lessee agrees after notice thereof to abide by such rules and regulations and to use its best efforts to cause its officers, employees, agents, customers, and business invitees
to conform thereto. Lessor may at any time temporarily close any common areas to effect construction, repairs, or changes thereto, or prevent the acquisition of public rights in such areas, and may do
such other acts in and to the common areas as in its reasonable judgment may be desirable to improve the convenience thereof. Lessee shall not at any time interfere with rights of the Lessor, or other
Lessees, or of any other person entitled to use the common areas to use any part thereof.

52.3MAINTENANCE OF COMMON AREAS.    Lessor shall operate, manage, equip, clean, sweep, remove refuse, light,
patrol, repair, replace, and maintain the common areas for their intended purposes.

52.4COMMON AREA COSTS.    Lessee shall pay to Lessor, in the manner provided in Paragraph 52.5, Lessee's
pro rata share of all common area costs, plus 3% management fee. Common area costs shall include all costs and expenses incurred by the Lessor for the operation and maintenance of the common areas
during the lease term (including reasonable appropriate reserves) including, without limiting the foregoing, costs and expenses of garden and landscaping; water and sewage charges; maintenance of
signs (other than Lessee's signs); premiums for liability, property damage, fire and other types of casualty, and workmen's compensation insurance; all real property taxes and assessments levied on or
attributable to the common areas and all improvements therein; personal property taxes levied on or attributable to personal property used in connection with the common areas; fees for required
licenses and permits; costs and expenses of repairs, resurfacing, repaving, maintenance, painting, lighting, exterior light electricity, cleaning, refuse removal, air conditioner servicing, parking
lot sweeping, window washing, security and similar items; property taxes and insurance premiums for such calendar year). Lessor may, however, cause any or all such services to be provided by an
independent contractor or contractors. Operating Expenses shall not include the following: (i) capital expenditures, except as addressed in Paragraph 2.3; (ii) attorneys' fees in
connection with the negotiation and preparation of leases; (iii) costs arising from the negligence or fault of other Lessees or Lessor; (iv) costs arising from the release of Hazardous
Materials or substances in or about the Premises or the Project in violation of applicable law not placed in the Premises or the Project as defined in Section 6.2 by Lessee; (v) costs
(including attorneys' fees and costs of settlement, judgments and payments in lieu thereof) arising from claims or disputes pertaining to Lessor and/or the Project; (vi) any expenses incurred
by Lessor for use of any portions of the Project to accommodate events including, but not limited to shows, promotions, kiosks, displays, filming, photography, private events or parties, beyond the
normal expenses otherwise attributable to providing Project services, such as lighting and air conditioning to such public portions of the Project in normal Project operations during standard Project
hours of operation. In the event any facilities, services or utilities used in connection with the project
are provided from another Project owned or operated by Lessor or vice versa, the costs incurred by Lessor in connection therewith shall be allocated to Operating Expenses by Lessor on a reasonably
equitable basis. Lessor will not collect or be entitled to collect Operating Expenses from all of its Lessees in an amount which is in excess of one hundred percent (100%) of the Operating Expenses
actually paid by Lessor in connection with the operation of the Project. Each time Lessor provides Lessee with an actual and/or estimated statement of Operating Expenses, such statement shall be
itemized on a line item by line item basis.

52.5LESSEE'S SHARE AND PAYMENT.    Lessee's pro rata share of the common area costs referred to in
Paragraph 52.4 shall be a fraction of which the numerator is the square foot area of the premises, as set forth in Paragraph 1.2, and the denominator is the aggregate number of square
feet of floor area on the Entire Premises upon the date the computation is made. The annual pro rata charge

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to Lessee shall be paid in monthly installments on the first day of each calendar month of the lease term after commencement thereof (prorated for any fractional month) in advance, in an amount
estimated by the Lessor. Lessee's pro rata share of insurance charges are not included in the common area charges and shall be charged annually, in advance, in accordance with established policies and
procedures of the Lessor. Within one hundred twenty (120) days after the end of each calendar year of the lease term, Lessor shall furnish to Lessee an accounting statement in reasonable
detail, of the actual costs and expenses paid or incurred by Lessor during the preceding calendar year in respect of the common areas, prepared in accordance with generally accepted accounting
principles by Lessor's accountant, applied in accordance with Paragraph 52.5, and thereupon there shall be an adjustment between Lessor and Lessee, with payment to or credit given by Lessor as
the case may require, to the end that Lessor shall receive the entire amount of Lessee's share of such costs and expenses for such period.

52.6INSPECTION OF OPERATING EXPENSE RECORDS.    Lessor shall maintain in a safe and orderly manner all of its
records pertaining to the Operating Expenses payable by Lessee pursuant to this Lease for a period of three (3) years after the completion of each Lease Year. Lessor shall maintain such records
on a current basis and in sufficient detail to permit adequate inspection, copying and review thereof and, at all reasonable times, Lessee may review, audit, inspect and copy all of such records. If
Lessee disputes any Operating Expenses statements provided under this Lease, Lessee may, by written notice to Lessor within two (2) years after receipt of Lessor's statement for a particular
Lease Year, cause an inspection, review and copying to be commenced of the Operating Expenses for such Lease Year at Lessee's sole expense, to verify if Lessor's statement was accurate. If such
inspection, or an inspection conducted by another Lessee in the Project, reveals an overpayment of Operating Expenses for any Lease Year within the Term, then, provided Lessor does not reasonably
dispute the results of such inspection and send to Lessee a notice disputing the results of such inspection within ten (10) business days of receipt of the results of such inspection from
Lessee, Lessor shall credit the amount of the overcharge against the next monthly rent payment(s) of Lessee, or if the Term has expired otherwise been terminated, refund the overpayment to Lessee. If
Lessor disputes the results of an inspection done by Lessee, Lessor shall send Lessee a notice thereof within ten (10) business days after receipt of the results of such inspection. To the
extent Lessor disputes a portion of the results of such inspection, Lessor shall credit the undisputed portion of the overcharge against the next monthly rent payments of Lessee of it the Term has
expired or otherwise has been terminated, shall refund the undisputed portion of the overcharges to the Lessee. If it is determined that Lessor's statement overstated the Operating Expenses for the
year in question by more than two percent (2%), Lessee shall be entitled to receive from Lessor its actual and reasonable inspection expenses incurred in
inspecting such statement, and a reimbursement of attorneys' fees incurred in determining the recovering the overpayment in addition to the credit, or when appropriate, a refund of the overpayment.
Lessee's failure to dispute a year-end statement within two (2) years after receipt of Lessor's statement for a particular Lease Year shall preclude Lessee from thereafter
contesting such statement. Lessor shall be precluded from sending Lessee a revised statement for the Project Expenses described in any year-end statement after the expiration of the two
(2) year period immediately following Lessee's receipt of such year-end statement.

53.CONDITION AND REPAIR OF PREMISES.

53.1NORMAL WEAR AND TEAR DEFINITION.    As defined in this Lease, normal wear and tear is described as gradual
physical deterioration of property due to normal use, passage of time and weather.

53.2RESOLVING CONDITION AND REPAIR OF PREMISES DISPUTES.    If a dispute arises concerning the extent of either
Lessee's or Lessor's duty to keep the Premises or the Common Areas in good order and repair or Lessee's duty to surrender the Premises in the same condition as

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received except for ordinary wear and tear, the parties agree of the following procedure to resolve such dispute:



54.PARKING.    Without any additional rent obligation on the part of the Lessee, Lessee, its officers, employees,
and agents shall be entitled to parking space at a ratio of 3.9/1000 per rentable square foot. Said parking spaces shall be located in the parking areas for the Entire Premises as depicted on Exhibit
"A" hereto and shall be on an assigned or non-assigned basis as Lessor in its reasonable discretion shall determine. Said parking spaces shall be limited to vehicles no larger than
standard sized automobiles or pick-up utility vehicles and Lessee shall not park larger trucks or other large vehicles on the Entire Premises. Lessee shall not use more than allotted
parking spaces; if Lessee parks additional vehicles in the parking area, Lessor may, in addition to other remedies under this Lease, require the payment of a reasonable daily charge for each
additional vehicle.

55.RIGHT OF FIRST OFFER (BUILDING).    Landlord hereby grants to Tenant a right of first offer with respect to any
space available in the building (the "First Offer Space"). Notwithstanding the foregoing, such first offer right of Tenant shall commence only following the expiration or earlier termination of
(i) any existing lease pertaining to the First Offer Space; and (ii) such right of first offer shall not apply to any renewal of an existing or future lease, whether or not such renewal
is pursuant to an express written provision in such lease, and regardless of whether any such renewal is consummated pursuant to a lease amendment or a new lease.

55.1   Landlord
shall notify Tenant ("First Offer Notice") from time to time when Landlord determines that Landlord shall commence the marketing of any First
Offer Space because such space shall become available for lease to third parties, where no holder of a superior right desires to lease such space. The First Offer Notice shall describe the space so
offered to Tenant and the economic terms which Landlord offers to Tenant. Notwithstanding the foregoing, Landlord's obligation to deliver the First Offer Notice shall not apply during the last six
(6) months of the initial Lease Term unless Tenant has exercised its option to extend the Lease Term pursuant to Section 59 of the Lease.

55.2   If
Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the First Offer Notice, then Tenant shall so notify
Landlord. Landlord and Tenant shall, for a period of five (5) business days after the First Offer Notice, negotiate in good faith to reach agreement as to such economic terms for the leasing of
the First Offer Space. If Landlord and Tenant are unable to reach agreement on such economic terms within said five (5) business day period, then Landlord shall be free to lease the space
described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant's right of first offer shall terminate as to the First Offer Space

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described in the First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space
offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

55.3   If
Tenant timely exercises Tenant's right to lease the First Offer Space as set forth herein, Landlord and Tenant shall execute an amendment adding such
First Offer Space to this Lease upon the same non-economic terms and conditions as applicable to the initial Premises, and the economic terms and conditions as negotiated pursuant to
Section 55.2. Tenant shall commence payment of rent for the First
Offer Space and the Lease Term of the First Offer Space shall commence upon the date of delivery of such space to Tenant. The Lease Term for the First Offer Space shall expire
co-terminously with Tenant's lease of the initial Premises, unless the parties agree otherwise in writing.

55.4   The
rights contained in this Section 55 shall be personal to the original Tenant and any affiliate of the original Tenant (as defined in
Section 1.1 of this Lease and hereinafter referred to as an "Affiliate"), and may only be exercised by the original Tenant and any Affiliate (and not any other assignee, sublessee or other
transferee of the original Tenant's interest in this Lease) if Tenant or any Affiliate occupies the entire Premises as of the date of the First Offer Notice. Tenant shall not have the right to lease
First Offer Space if, as of the date of the First Offer Notice, or, at Landlord's option, as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in default under this
Lease beyond any applicable cure or grace period.

56.RIGHT OF OFFER ON REMAINING PHASES.    Lessee shall have first right of offer on remaining
buildingsPhases II - V as shown in "Exhibit C" which shall be negotiated in a separate agreement.

57.SECURITY DEPOSIT.    Upon execution of lease agreement, Lessee shall make an $85,000 cash deposit and post a
$347,000 Letter of Credit equal to three (3) months rent. Upon occupancy of premises, Lessee shall post a second Letter of Credit equal to an additional three (3) months rent ($432,000).
Letters of Credit shall be issued by Comerica Bank-California or other third party bank acceptable to Lessor and shall contain an "evergreen" provision requiring annual renewals. Lessor
reserves the right to draw upon Letters of Credit in the event: (i) Lessee has not provided Lessor with evidence of annual renewals at least 15 calendar days prior to the expiration dates
Lessor shall provide 30 days notice prior to expiration; (ii) Lessee's material financial default under the lease; and (iii) Lessee's filing bankruptcy and Lessee's rejection of the
lease through bankruptcy. The need for these Letters of Credit will be eliminated upon Lessee acquiring a Bbb credit rating and at which time the security deposit will be reduced to the $85,000 cash
deposit.

58.DDA CONFORMING PROVISION.    Lessee herein covenants by and for itself that this Lease is made and accepted
upon and subject to the following conditions:



|INITIAL HERE |  | INITIAL HERE
|------------ |  | ------------
|[ILLEGIBLE]  |  | [ILLEGIBLE] 

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[Logo]

OPTION(S) TO EXTENDSTANDARD LEASE ADDENDUM

Dated

November 28, 2000By and Between (Lessor)

MONOROVIA TECHNOLOGY CAMPUS LLC(Lessee)

SEEBEYOND TECHNOLOGY CORPORATIONAddress of Premises:

Mountain Ave. & Royal Oaks, Monrovia, CA


Paragraph 59

A.    OPTION(S) TO EXTEND:

Lessor
hereby grants to Lessee the option to extend the term of this Lease for two (2), additional sixty (60) month period(s) commencing when the prior term expires upon each and all of the
following terms and conditions:



a.    On
(Fill in COLA Dates):

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the
Base Rent shall be adjusted by the change, if any, from the Base Month specified below, in the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for (select
one): o CPI W (Urban Wage Earners
and Clerical Workers) or o CPI U (All Urban Consumers), for (Fill in Urban Area):

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All
Items (1982-1984=100), herein referred to as "CPI".

b.    The
monthly rent payable in accordance with paragraph A.I.a. of this Addendum shall be calculated as follows: the Base Rent set forth in paragraph 1.5 of
the attached Lease, shall be multiplied by a fraction the numerator of which shall be the CPI of the calendar month two months prior to the month(s) specified in paragraph A.I.a. above during
which the adjustment is to take effect,

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and the denominator of which shall be the CPI of the calendar month which is two months prior to (select one): o the first month of the term of
this Lease as set forth in paragraph 1.3 ("Base Month") or o (Fill in Other "Base Month"):

.
The sum so calculated shall constitute the new monthly rent hereunder, but in no event, shall any such new monthly rent be less than the rent payable for the month immediately
preceding the rent adjustment.

c.    In
the event the compilation and/or publication of the CPI shall be transferred to any other governmental department or bureau or agency or shall be discontinued, then
the index most nearly the same as the CPI shall be used to make such calculation. In the event that the Parties cannot agree on such alternative index, then the matter shall be submitted for decision
to the American Arbitration Association in accordance with the then rules of said Association and the decision of the arbitrators shall be binding upon the parties. The cost of said Arbitration shall
be paid equally by the Parties.

a.    On
(Fill in MRV Adjustment Date(s))Upon the date of the month of expiration in the year 2011 as set forth in Paragraph 1.3 of Lease and upon the date of the month
of expiration in the year 2016 the Base Rent shall be adjusted to 95% of the "Market Rental Value" of the property as follows:



b.    Upon
the establishment of each New Market Rental Value:



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The
Base Rent shall be increased to the following amounts on the dates set forth below:

On (Fill in FRA Adjustment Date(s));

The New Base Rent shall be;$$$$


B.    NOTICE:

Unless specified otherwise herein, notice of any rental adjustments, other than Fixed Rental Adjustments, shall be made as specified in paragraph 23 of the
Lease.

C.    BROKER'S FEE:

The Brokers specified in paragraph 1.10 shall be paid a Brokerage Fee for each adjustment specified above in accordance with paragraph 15 of the
Lease.

|Initials: |  | [Illegible] |  |  |  | Initials: |  | [Illegible]
|--------- |  | ----------- |  |  |  | --------- |  | -----------

|©1997 - American Industrial Real Estate Association |  | REVISED |  | FORM OE-2-3/97E
|--------------------------------------------------- |  | ------- |  | ---------------

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