EXHIBIT
10.25












































GENERAL
COMMERCIAL LEASE







TABLE
OF CONTENTS




Pages




1.
              
              LEASE
      OF PREMISES
              12.
              
              DEFINITIONS
              13.
              
              EXHIBITS
      AND ADDENDA
              34.
              
              DELIVERY
      OF POSSESSION
              45.
              
              INTENDED
      USE OF THE PREMISES
              46.
              
              RENT
              46.1.
              Payment
      of Rent.
              4


6.2.
            Additional
      Rent for Operating Expenses, Real Property Taxes and Insurance
      Costs.
            4


6.3.
            Definitions.
            5


6.4.
            Determination
      and Payment of Operating Expenses, Real Property Taxes and Insurance
      Costs.
            6


6.5.
            Definition
      of Rent.
            7


6.6.
            Taxes
      on Tenant's Use and Occupancy.
            7


6.7.
            Net
      Lease.
            8





7.
            LATE
      CHARGES
            8  8.
            SECURITY
      DEPOSIT
            9 9.
            TENANT'S
      USE OF THE PREMISES
            9


9.1.
            Use.
            9


9.2.
            Observance
      of Law.
            9


9.3.
            Insurance.
            9


9.4.
            Nuisance
      and Waste.
            9


9.5.
            Load
      and Equipment Limits.
            9


9.6.
            Hazardous
      Material.
            10


9.7.
            Use
      of Common Area.
            10







10.
              SERVICES
      AND UTILITIES
              1111.
              REPAIRS AND
      MAINTENANCE
              12


11.1.
            Landlord's
      Obligations.
            12


11.2.
            Tenant's
      Obligations.
            12


11.3.
            Compliance
      with Law.
            12


11.4.
            Notice
      of Defect.
            12


11.5.
            Landlord's
      Liability.
            13





12.
            CONSTRUCTION, ALTERATIONS AND
      ADDITIONS
            13


12.1.
              Landlord's
      Construction Obligations.
              1312.2
              Tenant's
      Alterations and Additions.
              1312.3
              Payment.
              1412.4
              Property
      of Landlord.
              1412.5
              Landlord's
      Interest Not Subject to Liens.
              14






















13.
           LEASEHOLD
IMPROVEMENTS;TENANT'S
PROPERTY.    14


13.1.
            Leasehold
      Improvements.
            14


13.2.
            Tenant's
      Property.
            15





14.
           INDEMNIFICATION.     
15


14.1.
            Tenant
      Indemnification.
            15


14.2.
            Landlord
      Not Liable.
            15





15.
           TENANT'S
INSURANCE.       15


15.1.
            Insurance
      Requirement.
            15


15.2.
            Minimum
      Scope of Coverage.
            16


15.3.
            Minimum
      Limits of Insurance.
            16


15.4.
            Deductible
      and Self-Insured Retention.
            17


15.5.
            Increases
      in Insurance Policy Limits.
            17


15.6.
            Waiver
      of Subrogation.
            17


15.7.
            Landlord's
      Right to Obtain Insurance for Tenant.
            17





16.
           DAMAGE OR
DESTRUCTION.      17


16.1.
              Damage.
              1716.2.
              Repair
      of Premises in Excess of One Hundred Eighty Days.
              17





16.3.
            Repair
      Outside Premises.
            17


16.4.
            Tenant
      Repair.
            18


16.5.
            Election
      Not to Perform Landlord's Work.
            18


16.6.
            Express
      Agreement.
            18





17.
           EMINENT
DOMAIN.      18


17.1.
            Whole
      Taking.
            18


17.2.
            Partial
      Taking.
            18


17.3.
            Proceeds.
            18


17.4.
            Landlord's
      Restoration.
            19





18.
           ASSIGNMENT AND
SUBLETTING.      19


18.1.
            No
      Assignment or Subletting.
            19


18.2.
            Landlord's
      Consent.
            19


18.3.
            Tenant
      Remains Responsible.
            20


18.4.
            Conversion
      to a Limited Liability Entity.
            21


18.5.
              Payment
      of Fees.
              2118.6
              Permitted
      Transferees.
              21




19.
           DEFAULT.     
21


19.1.
            Tenant's
      Default.
            21


19.2
            Bankruptcy.
            22


19.3
            Landlord
      Remedies.
            23


19.4
            Damages
      Recoverable.
            24


19.5
            Landlord's
      Right to Cure Tenant's Default.
            24


19.6
            Landlord's
      Default.
            24


19.7
            Mortgagee
      Protection.
            24


19.8
            Tenant's
      Right to Cure Landlord's Default.
            25


19.9
            No
      Consequential Damages
            25





20.           WAIVER.     
25





21.
           SUBORDINATION AND
ATTORNMENT.       25










22.
           TENANT ESTOPPEL
CERTIFICATES.       26


22.1.
            Landlord
      Request for Estoppel Certificate.
            26


22.2.
            Failure
      to Execute.
            26





23.           NOTICE.      
26





24.           TRANSFER OF
LANDLORD'S INTEREST.      27





25.
           SURRENDER OF
PREMISES.       27


25.1.
            Clean
      and Same Condition.
            27


25.2.
            Failure
      to Deliver Possession.
            27


25.3.
            Property
      Abandoned.
            27





26.           HOLDING
OVER.      27





27.           RULES AND
REGULATIONS.      28





28.           CERTAIN RIGHTS RESERVED BY
LANDLORD.       28


28.1.
            Name.
            28


28.2.
            Signage.
            28


28.3.
            Access.
            28


28.4.
            Physical
      Changes.
            28


28.5.
            Inspection.
            28


28.6.
            Entry.
            28


28.7.
            Common
      Area Regulation.
            28





29.
           ADVERTISEMENTS AND
SIGNS.       29







30.           INTENTIONALLY
DELETED.       29





31.           GOVERNMENT
ENERGY OR UTILITY CONTROLS.      29





32.           FORCE
MAJEURE.       29





33.           BROKERAGE
FEES.       29





34.           QUIET
ENJOYMENT.      29





35.           TELECOMMUNICATIONS.      
30





35.1
              Telecommunications
      Companies.
              3035.2.
              Tenant’s
      Obligations.
              30


35.3.
            Indemnification.
            30


35.4.
            Landlord’s
      Operation.
            31





36.
           MISCELLANEOUS.      
31


36.1.
            Accord
      and Satisfaction; Allocation of Payments.
            31


36.2.
            Addenda.
            31


36.3.
            Attorneys'
      Fees.
            31


36.4.
            Captions
      and Section Numbers.
            31


36.5.
            Changes
      Requested by Lender.
            31


36.6.
            Choice
      of Law.
            31


36.7.
            Consent.
            31


36.8.
            Authority.
            31


36.9.
            Waiver
      of Right to Jury Trial.
            32







36.10.
              Counterparts.
              32
 36.11.
              Execution
      of Lease; No Option.
              32 36.12.
                Furnishing
      of Financial Statements; Tenant's Representations.
                32 36.13.
                  Further
      Assurances.
                  32 36.14.
                    Prior
      Agreements; Amendments.
                    32 36.15.
                      Recording.
                      32 36.16.
                        Severability.
                        32 36.17.
                            Successors
      and Assigns.
                            3236.18
                            Time
      of the Essence.
                            3336.19
                            Radon
      Gas.
                            3336.20
                            Multiple
      Parties.
                            3336.21
                            Consent
      to Press Release.
                            33






































37.           OPTION TO
EXTEND.       33





38.          TERMINATION
OPTION.     34










LEASE




This
Lease (“Lease”)between LAKE POINT BUSINESS PARK, LLC,
a Maryland limited liability company (herein “Landlord”), and GALAXY
NUTRITIONAL FOODS, INC., a Delaware corporation
(herein “Tenant”), is dated for reference
purposes only as of this 14th day of January 2009(the
“Effective Date”).




1.LEASE OF
PREMISES.




In
consideration of the Rent (as defined in Section 6. and the provisions of this
Lease, Landlord leases to Tenant and Tenant leases from Landlord the Premises
shown on the floor plan attached hereto as Exhibit "A", and further described in
Section 2.12.   The Premises arecomprised oftheentireBuildinglocated in theProject (as described in
Sections 2.12 and 2.13).  Tenant shall have the nonexclusive
right (unless otherwise provided herein) in common with Landlord, other tenants,
subtenants and invitees, to use the Common Area (as defined in Section 2.4).  This Lease confers no rights
either to the subsurface of the land below the ground level of the Building in
which the Premises is located or to airspace, interior or exterior, above the
ceiling of the Building.




2.DEFINITIONS.




As used
in this Lease the following terms shall have the following
meanings:




2.1           ANNUAL
BASE
RENT:




$98,109.00*
              $113,806.44*
            Beginning
      February 1, 2009
              Beginning
      February 1, 2010
            Ending
      January 31, 2010
              Ending
      July 31, 2014





*Plus applicable sales
tax





2.2           COMMENCEMENT
DATE: February 1, 2009.If the Commencement
Date is other than the first day of a month, then the Expiration Date of the
Lease shall be extended to the last day of the month in which the Lease
expires.




2.3           Landlord
shall allow Tenant and its contractorsaccess to the
Premisesprior to the Commencement Date,
commencing on the Effective Date to permit Tenant
and its contractors toprepare the space for Tenant’s occupancy, including without limitation, to commence measurements
and planning for Tenants build-out of the R&D Use Facilities and Tenant’s
Work.




2.4           COMMON AREA:TheBuildingparking areas, landscaped areas and other generally
understood public or common area.




2.5           EXPIRATION DATE:July 31, 2014,unless otherwise sooner terminated in
accordance with the provisions of this Lease.




2.6           LANDLORD'S
ADDRESS FOR NOTICE:




c/o
Lake Point Business Park, LLC


13117 Scarlet Oak Drive


Darnestown,
Maryland 20878





L
__________ T __________
 1





RENT
PAYMENT ADDRESS:




Lake Point Business Park, LLC


Attention:
      Property Cash Receipts


101
      West Main Street, Suite 900


Norfolk, VA 23510




TENANT'S
MAILING ADDRESS:




Prior to the Commencement
    Date:


Galaxy
      Nutritional Foods, Inc.


5955
      T.G. Lee Blvd., Suite 201


Orlando,
Florida 32822




From and after the Commencement
      Date:


Galaxy
Nutritional Foods, Inc.


6280
Hazeltine National Drive


Orlando,
Florida 32822




2.7           LISTING
AND LEASING AGENT(S):




GVA
      Advantis


255
      S. Orange Avenue, Suite 750


Orlando, Florida 32801




2.8           MONTHLY INSTALLMENTS OF BASE
RENT:




$8,175.75*
              $9,483.87*
            Beginning
      February  1, 2009
              Beginning February 1, 2010
            Ending
      January 31, 2010
              Ending July 31,
  2014


*Plus
applicable sales tax




2.9NOTICE:  Except as otherwise provided herein, Notice shall
mean any notices, approvals and demands permitted or required to be given under
this Lease.  Notice shall be given in the form and manner set forth in
Section 23.




2.10           ESTIMATED OPERATING EXPENSES, REAL
PROPERTY TAXES, INSURANCE COSTS (seeSection 6.4):For calendar year 2009, Landlord’s estimate
of Operating Expenses, Real Property Taxes and Insurance Costs is $3.66per square
foot of Rentable Area peryear.




2.11           PARKING:  Tenant shall be entitled to the nonexclusive use ofat least 3.4 parking spaces per
1,000 square feet of rentable space at the Building (towit: at leastthirty-seven (37) parking spaces
located on the Property(defined below). The charge for parking shall be$0 per month
per parking space for the primary Term of this
Lease.




2.12           PREMISES:Theentire building(the“Building”)containing approximately10,901 square feetof
RentableArea,onExhibit "A", locatedat LAKEPOINT II, 6280
HAZELTINE NATIONAL DRIVE, ORLANDO, FLORIDA 32822.For purposes of this Lease, the
Premises are deemed to contain approximately10,901square feet of Rentable Area;
provided, however, that any statement of square footage or Rentable Area set
forth in this Lease, or that may have been used in calculating any of the
economic terms hereof, is an approximation which Landlord and Tenant agree is
reasonable.  No economic terms based thereon shall be subject to
revision whether or not the actual square footage or Rentable Area is more or
less.




L
__________ T __________
 2


2.13           PROJECT:The
Premises together with allother buildings and improvements on the real property (the “Property”) located at 6200, 6220,
6250, 6280, 6300 & 6360 Hazeltine National Drive, Orlando, Florida
32822, as depicted onExhibit "B"attached hereto and made a part hereof.  The Project is
commonly known as Lake Point Business
Park.  The Project consists of six (6) buildings (including the
Premises) and related improvements, and for purposes of this Lease, the Project
isdeemed to contain approximately 134,389
square feet of Rentable Area notwithstanding the actual
calculation.




2.14           SECURITY DEPOSIT (See
Section8):Nine Thousand Four
Hundred eighty three and 87/100 Dollars ($9,483.87)




2.15           STATE:  The State ofFlorida.




2.16           TENANT'S PROPORTIONATE
SHARE:Eight and eleven
one-hundredth percent(8.11%). Such share is a fraction, the
numerator of which is the Rentable Area of the Premises, and the denominator of
which is the Rentable Area of the Project,as determined by Landlord from
time to time.  The Project consists of Six (6) buildings, and, for
purposes of this Lease, the buildings are deemed to contain approximately
134,389 square feet of Rentable Area.




2.17           TENANT'S USE (See also,Section9):ThePremises will be
used, by Tenant for the
purpose of general office, administrative, and food testing. Subject to
Landlord’s prior written approval based upon plans and specifications submitted
to Landlord by Tenant, which shall not be unreasonably withheld,conditioned or delayed,Tenant may elect to
install and operate a fully functional research
and development food laboratory and related facilities that includes
kitchen equipment, including, butnot
limited to, oven and
stovetop appliances(the “R&D Use”).Tenant shall have access to the Premises, the Building
and the associated parking facilities on a twenty-four (24) hour per day, seven
days per week basis, during the entire Term.




2.18           TERM: The period commencing on theCommencement Dateand expiring at midnight on the
Expiration Date, subject to the option
rights set forth in Sections 37 and 38.




2.19           RENTABLE AREA: As to both the
Premises and the Project, the respective measurements ofrentablefloor area as may from time to time
be subject to lease by Tenant are as stated in this Lease notwithstanding
whether or not the actual square footage is more or less.




3.EXHIBITS AND
ADDENDA.




The
exhibits and addenda listed below (unless lined out) are attached hereto and
incorporated by reference in this Lease:




Exhibit A - Floor Plan showing
the Premises.




Exhibit B - Site Plan of
the Project.




Exhibit C – Tenant
Signage




Exhibit D – Work
Letter




Exhibit E - Rules and
Regulations




Exhibit F – Schedule of Exclusions from Operating
Expenses













L
__________ T __________
 3


4.
            DELIVERY
      OF POSSESSION.


If for
any reason Landlord does not deliver possession of the Premises to Tenant(which shall include completion of all of Landlord’s
Work pursuant to Exhibit “D” attached hereto and made a part hereof)on the Commencement
Date, and such failure is not caused by an act or omission of Tenant, the
Expiration Date shall be extended by the number of days the Commencement Date
has been delayed and the validity of this Lease shall not be impaired nor shall
Landlord be subject to any liability for such failure; but Rent shall be abated
until delivery of possession.  Provided, however, if the Commencement
Date has been delayed by an act or omission of Tenant then Rent shall not be
abated until delivery of possession and the Expiration Date shall not be
extended.  Delivery of possession shall be deemed to occur upon
substantial completion of the Landlord’s
Workas defined below.Provided further, however, in the event that Landlord
has not delivered possession ofthe
Premises toTenant by February 28, 2009,
then (i) Tenant shall be entitled to an additional abatement of all Rent equal
to 2 days of abatement for each day past March 1, 2009 that Landlord fails to
deliver the Premises, with such abatement of all Rent commencing on March 1,
2009.  If Tenant enters
into possession of the Premises before the Commencement Date, such possession
shall be subject to the provisions of this Lease;
provided, however, in no event shall Tenant be obligated to pay Rent for any
period prior to February 1, 2009.




Within
ten (10) businessdays of delivery of
possession, Landlord shall deliver to Tenant and Tenant shall execute an
Acceptance of Premises in which Tenant shall certify, among other things, that
(a) Landlord has delivered possession of the
substantiallycompleted Premises andLandlord’s Workand (b) that Tenant
accepts the Premises.  For purposes of
this Lease, “substantial completion” or “substantially completed” shall mean
that the Premises and all of Landlord’s Work has been completed, except for any
punch-list items mutually agreed upon by Landlord and Tenant (which items shall
not materially interfere with Tenant’s business operations) (the “Punch-List
Items”).  Landlord shall complete all Punch-List Items within thirty
(30) days of the Commencement Date.




5.INTENDED USE
OF THE PREMISES.




The
statement in this Lease of the nature of the business to be conducted by Tenant
in the Premises does not constitute a representation or guaranty by the Landlord
as to the present or future suitability of the Premises for the conduct of such
business in the Premises, or that it is lawful or permissible under the
Certificate of Occupancy issued for the Building, or is otherwise permitted by
law.  Tenant’s taking possession of the Premises shall be conclusive
evidence, as against Tenant, that, at the time such possession was taken, the
Premises were satisfactory for Tenant’s intended use.  Tenant agrees
that Tenant’s use of the Premises shall at all times be in compliance with
applicable laws, rules and regulations.  Landlord agrees to request
and pay the fee for a letter from the City of Orlando stating the applicable
zoning and permitted uses of the Premises. If the Tenants use is not
permitted by applicable zoning regulation, Tenant shall have the right to
terminate this Lease which would cause the Lease to have no further force or
effect.




6.RENT.




6.1Payment
of Rent.Tenant shall payAnnual BaseRent for the Premisesin accordance with Section
2.1 (payable by equal Monthly Installments of Base Rent in accordance with
Section 2.8).  Monthly Installments
ofBaseRent shall be payable in
advance on the first day of each calendar month of the Term, together with
applicable sales tax thereon.  If the Term begins (or ends) on other
than the first (or last) day of a calendar month, Rent for the partial month
shall be prorated based on the number of days in that month.  Rent
shall be paid to Landlord at the Rent Payment Address set forth in Section2.6,or to such other person at
such place as Landlord may from time to time designateby Noticein writingto Tenant, without any prior demand therefor
and without deduction or offset, in lawful money of the United States of
America.  Subject to Section 21, Tenant shall pay Landlord the first
Monthly Installment of Base Rent upon execution of this
Lease.Base Rent shall include Tenant’s obligation to pay
applicable sales tax thereon.




6.2Additional
Rent for Operating Expenses, Real Property Taxes and Insurance Costs.Tenant shall pay Tenant's
Proportionate Share of Operating Expenses, Real Property Taxes and Insurance
Costs together with applicable sales tax thereon (hereinafter sometimes together
referred to as“Direct Costs”) based on theTenant’s Proportionate
Shareset forth in
Section2.16.Tenant's Proportionate
Share of Direct Costs shall be deemedand referred to herein as
“Additional Rent”.




L
__________ T __________
 4


6.3           Definitions.  As used in this
Section 6.3, the
following terms shall have the following meanings:




6.3.1
            Operating
      Expenses.The term Operating Expenses shall mean all costs and expenses of
      every kind and nature, paid or incurred by Landlord, because of or in
      connection with the management, operations, protection, replacement,
      repair, ownership, maintenance or occupation of the Building, Project and
      such additional facilities and personal property as Landlord may
      reasonably determine to be necessary or beneficial; including, without
      limiting the generality of the foregoing:  (a) maintenance,
      repair, cleaning and painting of the exterior surfaces and structural
      parts of the Building; (b) the amortized cost of capital improvements
      constructed to comply with any law not in effect or applicable to the
      Building or Project as of the Commencement Date; (c) modification of
      existing or construction of additional capital improvements or building
      service equipment which reduce the consumption of utilities or services or
      the Operating Expenses of the Building or Project and replacement of
      capital improvements or building service equipment existing as of the
      Commencement Date when required because of normal wear and tear or
      obsolescence; (d) Common Area electric, gas and water, plumbing and
      sewage, the parking area, the lighting fixtures, directional signs, the
      irrigation systems and all landscaping of the Building or Project, snow
      and ice removal and fire safety equipment service; (e) reasonable
      attorneys' fees and/or consultant fees incurred by Landlord in contracting
      with a company or companies to provide electricity (or any other utility)
      to the Project, any fees for the installation, maintenance, repair or
      removal of related equipment, and any exit fees or stranded cost charges
      mandated by the State; (f) the cost of compliance with all applicable laws
      and any covenants, conditions or restrictions (including payment of
      charges assessed pursuant thereto); (g) auditing, accounting, legal and
      other outside services; (h) depreciation or rental of maintenance and
      operating machinery and equipment; (i) that portion of all compensation
      and payroll (including benefits and premiums for worker's compensation and
      other insurance) paid to or for the benefit of Landlord's employees
      involved in the performance of work described in this subsection which is
      allocable to the Building or Project; (j) supplies and materials consumed
      in connection with the Building or Project; (k) a management fee and
      association fees; (l) condominium fees; and (m) any other cost or expense
      which would be deductible business expense for Federal Income Tax
      purposes.




Notwithstanding
the foregoing, the following shall not be included within Operating
Expenses:  (i) costs of capital improvements (except as otherwise set forth
above and except any improvements that might be deemed "capital improvements"
related to the enhancement or upgrade of the intrabuilding cabeling (ICN) and
related equipment) and costs of curing design or construction defects; (ii)
depreciation; (iii) interest and principal payments on mortgages and other debt
costs and ground lease payments, if any, and any penalties assessed as a result
of Landlord's late payments of such amounts; (iv) real estate broker leasing
commissions or compensation; (v) any cost or expenditure (or portion thereof)
for which Landlord is reimbursed, whether by insurance proceeds or otherwise;
(vi) attorneys' fees, costs, disbursements, advertising and marketing and other
expenses incurred in connection with the negotiation of leases with prospective
tenants of the Building; (vii) rent for space which is not actually used by
Landlord in connection with the management and operation of the Building; (viii)
all costs or expenses (including fines, penalties and legal fees) incurred due
to the violation by Landlord, its employees, agents, contractors or assigns of
the terms and conditions of the Lease, or any valid, applicable building code,
governmental rule, regulation or law; (ix) except for the referenced management
compensation, any overhead or profit increments to any subsidiary or affiliate
of Landlord for services on or to the Building, to the extent that the costs of
such services exceed competitive costs for such services; (x) the cost of
constructing tenant improvements for Tenant or any other tenant of the Building
or Project; (xi) Operating Expenses specially charged to and paid by any other
tenant of the Building or Project; and (xii) the cost of special services, goods
or materials provided to any other tenant of the Building or Project. In
addition, the items detailed in the Schedule of Exclusions from Operating
Expenses, attached as Exhibit “F” and made a part hereof, shall be excluded from
Operating Expenses and Tenant shall not be charged for same.




Notwithstanding the foregoing, Controllable Operating
Expenses (as hereinafter defined) shall not increase by more than five percent
(5%) per annum.  Sums above 5% shall not be included in Operating
Expenses or passed-through to Tenant for payment.  For purposes
hereof, Controllable Operating Expenses shall mean and refer to all Operating
Expenses other than Landlord’s costs incurred for real estate taxes and
assessments, utilities, insurance premiums and snow removal.




L
__________ T __________
 5


6.3.2.Real Property Taxes.As used
herein, the term “Real
Property Taxes” shall
include every form of tax (other than general net income or estate taxes of
Landlord), charge, levy, assessment, fee, license fee, service fee (including,
without limitation, those based on commercial rentals, energy or environmental
grounds as well as any increase due to reassessment or escape assessment whether
caused by sale or lease of the Premises, Building or Project or otherwise),
ordinary or extraordinary, imposed by any authority having direct or indirect
power to tax, including, without limitation, any city, county, state or federal
government or quasi-government entity or any improvement utility, beautification
or similar district against any legal or equitable interest of Landlord in, or
against Landlord's right to rent, the Premises or the Building, and any such
tax, charge, levy, assessment or fee imposed, in addition to or in substitution
for any tax previously included within the definition of real property tax,
partially or totally, whether or not foreseeable or now within the contemplation
of the parties provided that all separately identifiable real property taxes
attributable solely to Tenant's business or Tenant's improvements which are
valued at an amount in excess of the Building standard improvements, shall be
paid entirely by Tenant, and not prorated with other tenants of the Building or
Project.  Tenant's obligation to pay Tenant’s Proportionate Share of the assessments,
as provided in this Section 6.3.2, shall be
calculated on the basis of the amount due if Landlord allows the assessments to
go to bond, and the assessment is to be paid in installments, even if Landlord
pays the assessment in full. Real Property Taxes for each tax year shall be
apportioned to determine the Real Property Taxes for the subject calendar
years.




Landlord,
at Landlord's sole discretion, may contest any taxes levied or assessed against
the Building or Project during the Term.  If Landlord contests any
taxes levied or assessed during the Term, Tenant shall pay Landlord Tenant's
Proportionate Share of allreasonablecosts incurred by Landlord in connection
with the contest.




Notwithstanding the foregoing, Landlord shall pay real
estate taxes and assessments so as to obtain all maximum allowable discounts, if
any, and any amount of real estate taxes and assessments for which Tenant is
liable hereunder shall be based on the maximum allowable discount, if any, for
payment of such taxes and assessments.




6.3.3.Insurance
Costs.The term“Insurance Costs”shall mean all costs and expenses
paid or incurred by Landlord to obtain and keep in force during the Term of this
Lease policies of insurance providing coverage for (a) Commercial General
Liability; (b) loss of or damage to the Building or Project in such amount or
percentage of replacement value as Landlord,  insurance advisor, or
its Lender deems reasonable in relation to the age, location, type of
construction and physical condition of the Building or Project and the
availability of such insurance at reasonable rates; and (c) loss of rental
income for a period of one year, which insurance shall also cover all Real
Property Taxes and Insurance Costs for the same period.  Such policies
shall provide protection against all perils included with the classification of
fire, extended coverage, vandalism, malicious mischief, special perils (all
risk), sprinkler leakage, and other perils which Landlord deems
necessary.




6.4           Determination and Payment of
Operating Expenses, Real Property Taxes and Insurance Costs.  Tenant's Proportionate Share of Operating Expenses,
Real Property Taxes and Insurance Costs shall be paid as
follows:




6.4.1.Monthly
Estimate.  On or before the
last day of each December during the Term of the Lease or any extended period
thereof, Landlord shall deliver to Tenant a written statement showing in
reasonable detail Landlord's projected Direct Costs for the ensuing calendar
year.  During the ensuing calendar year, Tenant shall pay Tenant's
Proportionate Share of estimated Direct Costs in advance in equal monthly
installments pursuant to the same provisions as Monthly Installments of Base
Rent.  If during the course of any calendar year Landlord determines
that actual Direct Costs will vary from its estimate by more than five percent
(5%), Landlord may deliver to Tenant a written statement showing Landlord's
revised estimate of Direct Costs; whereupon payments of Tenant's Proportionate
Share of estimated Direct Costs shall be adjusted and thereafter paid on the
basis of Landlord's revised estimate.  Neither Landlord's failure to
deliver nor late delivery of such statement shall constitute a default by
Landlord or a waiver of Landlord's right to any Rent adjustment provided for
herein.




L
__________ T __________
 6


6.4.2.Annual
Reconciliation.  On or before the
first day of each April during the Term of this Lease or any extended period
thereof, Landlord shall furnish to Tenant a written statement of reconciliation
(“Reconciliation”) showing in reasonable
detail Landlord's actual Direct Costs for the preceding calendar
year.  In the event such Reconciliation shows that additional sums are
due from Tenant, Tenant shall pay such sums to Landlord within ten (10) businessdays of receipt of such Reconciliation
to the end that Landlord shall receive the entire amount of Tenant's
Proportionate Share of Direct Costs for the preceding year and no
more.  In the event such Reconciliation shows that a credit is due
Tenant, such credit shall be credited against the next sums becoming due from
Tenant, unless this Lease has expired or been terminated pursuant to the terms
hereof (and all sums due Landlord have been paid), in which event such sums
shall be refunded to Tenantwithin sixty (60) days
of the Expiration Date.  Neither Landlord's failure to deliver
nor late delivery of such Reconciliation to Tenant shall constitute a default by
Landlord or operate as a waiver of Landlord's right to collect all Additional
Rent or sums due hereunder.  Tenant agrees that no written request of
such Reconciliation shall be made until the Reconciliation for such period shall
be due.  Notwithstanding the foregoing,
in the event that Landlord fails to timely deliver any Reconciliation within 180
days of the end of the applicable calendar year, then Landlord’s right to seek
reimbursement for any such reconciled amounts shall be waived and otherwise null
and void.




6.4.3.Tenant’s
Inspection of Reconciliation Accounting Records.So long as Tenant is not in
default(beyond
applicable cure or grace periods)under the terms of the Lease and
provided Notice of Tenant's request is given to Landlord within ninety (90)
daysafter
Tenant's receipt of the Reconciliation, Tenant may inspect Landlord's
Reconciliation accounting records relating to Direct Costs at Landlord's
corporate office, during normal business hours, for the purpose of verifying the
charges contained in such statement.  The audit must be completed
withinsixty
(60)days of
Landlord's receipt of Tenant's Notice, unless such period is extended by
Landlord (in Landlord's reasonable discretion).  Before conducting any
audit however, Tenant must pay in full the amount of Direct Costs
billed.  Tenant may only review those records that specifically relate
to Direct Costs.  Tenant may not review any other leases or Landlord's
tax returns or financial statements.  In conducting an audit, Tenant
must utilize an independent certified public accountant experienced in auditing
records related to property operations.  The proposed accountant is
subject to Landlord's reasonable prior approval.  The audit shall be
conducted in accordance with generally accepted rules of auditing
practices.  Tenant may not conduct an audit more often than once each
calendar year.  Tenant may audit records relating to a calendar year
only one time.  No audit shall cover a period of time other than the
calendar year from which Landlord's Reconciliation was
generated.  Upon receipt thereof, Tenant shall deliver to Landlord a
copy of the audit report and all accompanying data.  Tenant and
Tenant's auditor shall keep confidential any agreements involving the rights
provided in this section and the results of any audit conducted
hereunder.  As a condition precedent to Tenant's right to conduct an
audit, Tenant's auditor shall sign a confidentiality agreement in a form
reasonably acceptable to Landlord.  However, Tenant shall be permitted
to furnish information to its attorneys, accountants and auditors to the extent
necessary to perform their respective services for
Tenant.




If any audit of Landlord’s books and records Direct
Costs indicates that Landlord has made an error in Landlord’s favor for more
than five percent (5%) of the amount of Direct Costs for any calendar year,
Landlord shall pay to tenant an amount equal to Tenant’s Proportionate Share of
such overstated amounts, which sums shall be paid within thirty (30) days of
Tenant’s demand therefore.




6.5Definition
of Rent.All costs and expenses plus
applicable sales tax thereon other thanAnnualBase Rent, that Tenant assumes or
agrees or is obligated to pay to Landlord under this Lease shall be deemed
Additional Rent (which, together with theAnnualBase Rent, is sometimes referred to
as“Rent”).




6.6           Taxes on
Tenant’s Use and
Occupancy.In addition to the Rent and any
other charges to be paid by Tenant hereunder, Tenant shall pay Landlord upon
demand for any and all taxes payable by Landlord (other than net income taxes)
which are not otherwise reimbursable under this Lease, whether or not now
customary or within the contemplation of the parties, where such taxes are upon,
measured by or reasonably attributable to (a) the cost or value of Tenant's
equipment, furniture, fixtures and other personal property located in the
Premises, or the cost or value of any leasehold improvements made in or to the
Premises by or for Tenant, other than Building Standard Tenant Improvements made
by Landlord, regardless of whether title to such improvements is held by Tenant
or Landlord; (b) the gross or net Rent




L
__________ T __________
 7


payable
under this Lease, including, without limitation, any rental or gross receipts
tax levied by any taxing authority with respect to the receipt of the Rent
hereunder; (c) the possession, leasing, operation, management, maintenance,
alteration, repair, use or occupancy by Tenant of the Premises or any portion
thereof; or (d) this transaction or any document to which Tenant is a party
creating or transferring an interest or an estate in the Premises.  If
it becomes unlawful for Tenant to reimburse Landlord for any costs as required
under this Lease, the Base Rent shall be revised to net Landlord the same net
Rent after imposition of any tax or other charge upon Landlord as would have
been payable to Landlord but for the reimbursement being unlawful.




6.7Net
Lease.  It is the
intention of the parties hereto that this Lease shall be completely net to
Landlord and shall not be terminable for any reason by Tenant, and that Tenant
shall not be entitled to any abatement of or reduction in Rent or other amounts
hereunder, except as herein expressly provided.




7.LATE
CHARGES.




If Tenant
fails to pay when due any Rent or other amounts or charges which Tenant is
obligated to pay under the terms of this Lease, then Tenant shall pay Landlord a
late charge equal to ten percent (10%) of each such installment if any such
installment is not received by Landlord within five (5) days from the date it is
due.  Tenant acknowledges that the late payment of any Rent will cause
Landlord to lose the use of that money and incur costs and expenses not
contemplated under this Lease including, without limitation, administrative
costs and processing and accounting expenses, the exact amount of which is
extremely difficult to ascertain.  Landlord and Tenant agree that this
late charge represents a reasonable estimate of such costs and expenses and is
fair compensation to Landlord for the loss suffered as a result of such late
payment by Tenant.  However, the late charge is not intended to cover
Landlord's attorneys' fees and costs relating to delinquent
Rent.  Acceptance of any late charge shall not constitute a waiver of
Tenant's default with respect to such late payment by nor prevent Landlord from
exercising any other rights or remedies available to Landlord under this
Lease.  Late charges are deemed Additional Rent.




In no
event shall this provision for the imposition of a late charge be deemed to
grant to Tenant a grace period or an extension of time within which to pay any
Rent due hereunder or prevent Landlord from exercising any right or remedy
available to Landlord upon Tenant's failure to pay such Rent when
due.




8.SECURITY
DEPOSIT.




Subject
to Section 21, upon execution of this Lease, Tenant agrees to deposit with
Landlord a Security Deposit in the amount set forth in Section 2.14, as security for Tenant's performance of its
obligations under this Lease.  Landlord and Tenant agree that the
Security Deposit may be commingled with funds of Landlord and Landlord shall
have no obligation or liability for payment of interest on such
deposit.  Tenant shall not mortgage, assign, transfer or encumber the
Security Deposit without the prior written consent of Landlord and any attempt
by Tenant to do so shall be void, without force or effect and shall not be
binding upon Landlord.




If Tenant
fails to timely pay any Rent or other amount due under this Lease, or fails to
perform any of the terms hereof, Landlord may, at its option and without
prejudice to any other remedy which Landlord may have, appropriate and apply or
use all or any portion of the Security Deposit for Rent payments or any other
amount then due and unpaid, for payment of any amount for which Landlord has
become obligated as a result of Tenant's default or breach, and for any loss or
damage sustained by Landlord as a result of Tenant's default or
breach.  If Landlord so uses any of the Security Deposit, Tenant
shall, within ten (10) businessdays after
written demand therefor, restore the Security Deposit to the full amount
originally deposited.  Tenant's failure to do so shall constitute an
act of default hereunder and Landlord shall have the right to exercise any
remedy provided for in Section 19hereof.




If Tenant
complies with all of the terms and conditions of this Lease, and Tenant is not
in default (beyond any applicable cure or grace
period)on any of its obligations hereunder, then within the time period
statutorily prescribed after Tenant vacates the Premises(but in no event more than thirty (30) days after the
Expiration Date), provided Tenant has caused no damage to the Premises,
Landlord shall return the Security Deposit.  In the event Landlord
determines that damage has been caused to the Premises, Landlord shall have a
reasonable time to assess and repair the damage before returning any portion of
the Security Deposit to the Tenant less any expenditures made by Landlord to
repair damages to the Premises caused by Tenant and to clean the Premises upon
expiration or earlier termination of this Lease.




L
__________ T __________
 8


9.            TENANT'S
USE OF THE PREMISES.




The
provisions of this Section are for the benefit of the Landlord and are not nor
shall they be construed to be for the benefit of any tenant of the Building or
Project.




9.1Use.Tenant shall
use the Premises solely for the purposes set forth in Section
2.17.  No change in the Use of the Premises shall be permitted, except
as provided in this Section 9.




9.1.1           If,
at any time during the Term hereof, Tenant desires to change the Use of the
Premises, including any change in Use associated with a proposed assignment or
sublet of the Premises, Tenant shall provide Notice to Landlord of its request
for approval of such proposed change in Use.  Tenant shall promptly
supply Landlord with such information concerning the proposed change in Use as
Landlord may reasonably request.  Landlord shall have the right to
approve such proposed change in Use, which approval shall not be unreasonably
withheld.  Landlord's consent to any change in Use shall not be
construed as a consent to any subsequent change in Use.




9.2           Observance
of Law. Tenant shall not use or occupy the
Premises or permit anything to be done in or about the Premises in violation of
any declarations, covenant, condition or restriction, or law, statute, ordinance
or governmental rules, regulations or requirements now in force or which may
hereafter be enacted or promulgated.  Tenant shall, at its sole cost
and expense, upon Notice from Landlord, immediately discontinue any use of the
Premises which is declared by any governmental authority having jurisdiction to
be a violation of law or of the Certificate of Occupancy.  Tenant
shall promptly comply, at its sole cost and expense, with all laws, statutes,
ordinances and governmental rules, regulations or requirements now in force or
which may hereafter be imposed which shall by reason of Tenant's Use or
occupancy of the Premises, impose any duty upon Tenant or Landlord with respect
to Tenant's Use or occupation.  Further, Tenant shall, at Tenant's
sole cost and expense, bring the Premises into compliance with all such laws
including the Americans With Disabilities Act of 1990, as amended (“ADA)”, whether or not the
necessity for compliance is triggered by Tenant's Use, and Tenant shall make, at
its sole cost and expense, any changes to the Premises required to accommodate
Tenant's employees with disabilities (any work performed pursuant to this
Section shall be subject to the terms of Section 12.)




Notwithstanding the foregoing, Landlord shall be
responsible for any compliance with any laws existing as of the Effective Date,
including compliance with the ADA as it relates to the Landand exterior of the building or the
premises, but not including theinterior of theBuilding or the Premises.




9.3           Insurance.  Tenant
shall not do or permit to be done anything which will contravene, invalidate or
increase the cost of any insurance policy covering the Building or Project
and/or property located therein, and shall comply with all rules, orders,
regulations, requirements and recommendations of Landlord's insurance carrier(s)
or any board of fire insurance underwriters or other similar body now or
hereafter constituted, relating to or affecting the condition, use or occupancy
of the Premises, excluding structural changes not related to or affected by
Tenant's improvements or acts.  Tenant shall promptly upon demand
reimburse Landlord for any additional premium charged for violation of this
Section.




9.4           Nuisance
and Waste.  Tenant shall not do or permit anything to be done
in or about the Premises which will in any wayobstruct
or interfere with the rights of other tenants or occupants of the Building or
Project, or injure or annoy them, or use or allow the Premises to be used for
any improper, unlawful or objectionable purpose.  Tenant shall not
cause, maintain or permit any nuisance in, on or about the
Premises.  Tenant shall not commit or suffer to be committed any waste
in or upon the Premises.




9.5           Load and
Equipment Limits.  Tenant shall not place a load upon any floor
of the Premises which exceeds the load per square foot which such floor was
designed to carry as determined by Landlord or Landlord's structural
engineer.  The cost of any such determination made by Landlord's
structural engineer in connection with Tenant's occupancy shall be paid by
Tenant upon Landlord's demand.  Tenant shall not install business
machines or mechanical equipment which will in any manner cause noise
objectionable to or injure other tenants in the Project.




L
__________ T __________
 9


9.6           Hazardous
Material.




9.6.1
            Unless
      Tenant obtains the prior written consent of Landlord, Tenant shall not
      create, generate, use, bring, allow, emit, dispose, or permit on the
      Premises, Building or Project any toxic or hazardous gaseous, liquid or
      solid material or waste (Hazardous Material), including without
      limitation, material or substance (a) having characteristics of
      ignitability, corrosivity, reactivity, or extraction procedure toxicity,
      or (b) which is listed on any applicable federal, state or local law,
      rule, regulation or ordinance, or (c) which has been determined by any
      state, federal or local governmental or public authority or agency to be
      capable of posing a risk of injury to health, safety or
      property.




9.6.2
            Tenant
      shall indemnify, defend and hold Landlord harmless from any claims,
      liabilities, costs or expenses incurred or suffered by Landlord arising
      from such bringing, allowing, using, permitting, generating, creating,
      emitting or disposing of Hazardous Material whether or not consent to same
      has been granted by Landlord.  Tenant's indemnification, duty to
      defend and hold harmless obligations include, without limitation (a)
      claims, liability, costs or expenses resulting from or based upon
      administrative, judicial (civil or criminal) or other action, legal or
      equitable, brought by any private or public person under common law or any
      federal, state, county or municipal law, ordinance or regulation,
      including, without limitation, any subsequent tenant or owner of the
      Premises or adjacent property, (b) claims liabilities, costs or expenses
      pertaining to the cleanup or containment of Hazardous Material, the
      identification of the pollutants in the Hazardous Material, the
      identification of the scope of any environmental contamination, the
      removal of pollutants from soils, riverbeds or aquifers, the provision of
      an alternative public drinking water source, (c) all costs and fees
      incurred in defending such claims, and (d) all costs or losses to Landlord
      arising from inability or delay in selling or leasing the Premises after
      the expiration of the Lease.  Tenant shall comply at its sole
      cost, with all laws pertaining to such Hazardous
      Material.  Tenant's hold indemnification, duty to defend and
      hold harmless obligations hereunder shall survive the expiration or sooner
      termination of this Lease.




9.6.3
            Tenant
      shall provide to Landlord a copy of any permit applications and/or permits
      issued by any governmental agency concerning Tenant's use or generation of
      Hazardous Material on or about the
Premises.




9.6.4
            In
      the event Landlord grants Tenant permission to so bring, allow, use,
      permit, generate, create, emit or dispose Hazardous Material as set forth
      in Section 9.6 above (a) Tenant shall provide to Landlord on an annual
      basis a report from a person who is, to Landlord's satisfaction,
      appropriately qualified or licensed as an expert in the field of hazardous
      materials laws compliance matters, certifying that Tenant is complying
      with all applicable governmental statues and regulations concerning
      Hazardous Material, and that there have been no spills or contamination by
      Tenant at the Premises that have not been fully corrected and cleaned up
      and, (b) prior to any such bringing, allowing, using permitting,
      generating, creating, emitting or disposing of Hazardous Materials, Tenant
      shall provide proof satisfactory to Landlord that tests prove there was
      existing contamination by such Hazardous Material (which was not the
      result of acts or omissions of
Tenant).




9.6.5
            In
      the event of contamination by Hazardous Material at, from, of or around
      the Premises, the Building or the Project, the cleanup of which is the
      responsibility of Tenant, Tenant shall promptly take all actions
      necessary, at Tenant's sole cost and expense, to remediate the
      contamination and restore the Premises, Building or Project to the
      condition that existed before introduction of such Hazardous
      Material.  Tenant shall first obtain Landlord's approval of the
      proposed remedial action and shall keep Landlord informed during the
      process of remediation.




9.7           Use of
Common Area.  Tenant is hereby granted, for so long as it is
not in default hereunderbeyond any applicable cure or grace periods, a
non-exclusive license to use in common with other occupants of the Building or
Project, if any, such facilities within or without the Building which are
designated from time to time for the general use, benefit or convenience of
Tenant and the other tenants or occupants of the Building or Project or their
employees, customers, authorized representatives or invitees. Tenant shall use
the Common Area in conformity with the reasonable rules and regulations and
changes thereto from time to time promulgated by Landlord governing the use,
maintenance, management, and




L
__________ T __________
 10


operation
of said Common Area.  Neither Tenant nor any of tenant’s employees,
agents, guests or invitees shall loiter in or upon the common area, nor shall
Tenant permit waste to be left in the Common
Area, nor shall Tenant permit noise in or upon the Common Area so as to unreasonably interfere with
the use or enjoyment of the Common Area by
other tenants. Tenant shall not permit any actions in or upon the Common Area which shall disturb other tenants or
occupants.  The manner and nature of the installation and maintenance
of the Common Area shall be subject to the sole discretion of
Landlord.  Landlord reserves the right from time to time to make
changes in the shape, size, location and extent of the Common Area outside the Building provided
that any such change shall be after Notice to Tenant, except as may be required
by law or government agencies.  Landlord further retains the right to
temporarily close the Common Area from time to time in order to prevent a
dedication thereof or for the making of repairs or performance of
maintenance.Notwithstanding any provision of this Lease to the
contrary, Landlord shall take no action, nor make any renovations or
reconfigurations of the Common Area, that (i) would reduce or have a materially
adverse affect on the parking areas upon which Tenant relies for operating its
business, (ii) breach the covenant of quiet enjoyment set forth in Section
34,
(iii) materially, adversely interfere with Tenant’s access to the Premises or
the parking areas serving the Premises, or (iv) cause noise, fumes, debris,
vibrations or other similar conditions that would materially affect Tenant’s
use, enjoyment or business operations at the Premises, except during the time
when Landlord is making repairs or improvements.




10.SERVICES AND
UTILITIES.




Tenant
shall make all arrangements for and pay for all utilities and services furnished
to or used by it, including, without limitation, gas, electricity, heating, air
conditioning and other ventilation, janitorial, water, sewage, telephone
service, trash collection, including any taxes thereon, and for all connection
charges, except for those utility and services Landlord is to acquire for the
account of the tenants to service the Common Area.




Landlord
may choose, in Landlord's reasonable discretion, the company or companies that
will provide all electricity (or any other utility) to the Project, and, in such
event, Tenant shall pay for electric current (or such other utility) supplied
to, or used, in the Premises at the rate prevailing for Tenant's class of use as
established by such company or companies.  Electric current (excluding
direct meter) (or such other utility) shall be measured in the manner set forth
above and shall be billed by Landlord as Additional Rent and paid by Tenant on a
monthly basis.  If permitted by law, Landlord shall have the right, in
Landlord's reasonable discretion, at any time and from time to time during the
Term, to switch providers of any such utility.  Tenant shall cooperate
with Landlord and any such utility provider at all times, and, as reasonably
necessary, Tenant shall allow access to the electric (or other utility) lines,
feeders, risers, wiring and other machinery located within the
Premises.




Notwithstanding
anything contained herein to the contrary, if Tenant is granted the right to
purchase electricity from a provider other than the company or companies used by
Landlord, Tenant shall indemnify, defend, and hold harmless Landlord from and
against all losses, claims, demands, expenses and judgments caused by, or
directly or indirectly arising from, the acts or omissions of Tenant's
electricity provider (including, but not limited to, expenses and/or fines
incurred by Landlord in the event Tenant's electricity provider fails to provide
sufficient power to the Premises, as well as damages resulting from the improper
or faulty installation or construction of facilities or equipment in or on the
Premises by Tenant or Tenant's electricity provider.




Landlord
may provide telecommunications lines and systems as discussed in Section 35 thereof.Per Tenant’s request, Landlord is agreeing to keep prior
tenant’s telecommunications and Information Technology (IT) wiring lines in the
building.Tenant is taking
prior tenants telecommunication and IT wiring in “as-is”
condition.  Landlord is not responsible for the condition, operation,
maintenance or cost to repair or activate Tenants telecommunications and
Information Technology system.




Landlord
shall not be in default hereunder or be liable for any damages directly or
indirectly resulting from, nor shall the Rent be abated by reason of (a) the
installation, use or interruption of use of any equipment in connection with the
furnishing of any of the foregoing services, (b) failure to furnish or delay in
furnishing any such services where such failure or delay is caused by accident
or any condition or event beyond the reasonable control of Landlord, or by the
making of necessary repairs or improvements to the Premises, Building or
Project, (c) any change, failure, interruption, disruption or defect in the
quantity or character of the electricity (or other utility)




L
__________ T __________
 11


supplied
to the Premises or Project, or (d) the limitation, curtailment or rationing of,
or restrictions on, use of water, electricity, gas or any other form of energy
serving the Premises, Building or Project.  Landlord shall not be
liable under any circumstances for a loss of or injury to property or business,
however occurring, through, in connection with or incidental to the failure to
furnish any such services.




11.REPAIRS AND MAINTENANCE.




11.1           Landlord’s
Obligations.  Landlord, at
Landlord’s sole cost and expense, shall make structural repairs except as
specified herein and shall maintain in good order, condition and repair the
Building and all other portions of the Premises not the obligation of Tenant or
of any other tenant in the Building.




11.2           Tenant’s
Obligations.




11.2.1                      Tenant
shall, at Tenant's sole expense and except for services furnished by Landlord
pursuant to Section 10 hereof, maintain the Premises in good order, condition
and repair.  For the purposes of this Section 11.2.1, the term
Premises shall be deemed to include all items and equipment installed by or for
the benefit of or at the expense of Tenant, including without limitation the
interior surfaces of the ceilings, walls and floors; all doors; all interior and
exterior windows; dedicated heating, ventilating and air conditioning equipment
(Tenant shall procure and maintain at Tenant's expense a heating and air
conditioning system maintenance contract and shall promptly deliver a copy of
such contract to Landlord); all plumbing, pipes and fixtures; electrical
switches and fixtures; internal wiring as it connects to the ICN, if applicable;
and Building Standard Tenant Improvements, if any.  Notwithstanding
the foregoing, Landlord warrants the operation of the HVAC for the first year of
the Lease Term during which time Tenant shall have no expense for the HVAC
systems other than the cost of the maintenance contract therefore.




During the Lease Term, Landlord agrees
to be responsible for the replacement of the heating, ventilation, air
conditioning system “HVAC” compressor, and if necessary, the replacement of the
HVAC units if deemed necessary by Landlord.




11.2.2                      Tenant
shall be responsible for all repairs and alterations in and to the Premises,
Building and Project and the facilities and systems thereof to the satisfaction
of Landlord, the need for which arises out of (a) Tenant's use or occupancy of
the Premises, (b) the installation, removal, use or operation of Tenant's
Property (as defined in Section 13.) in the Premises, (c) the moving of Tenant's
Property into or out of the Building, or (d) the act, omission, misuse or
negligence of Tenant, its agents, contractors, employees or
invitees.


11.2.3                     If
Tenant fails to maintain the Premises in good order, condition and repair,
Landlord shall give Notice to Tenant to do such acts as are reasonably required
to so maintain the Premises.  If Tenant fails to promptly commence
such work within thirty (30) days of receipt of notice and diligently prosecute
it to completion, then Landlord shall have the right to do such acts and expend
such funds at the expense of Tenant as are reasonably required to perform such
work.








11.3Compliance
with Law.
Landlord and Tenant shall each do all acts necessary to comply with all
applicable laws, statutes, ordinances, and rules of any public authority
relating to their respective maintenance obligations as set forth
herein.  The provisions of Section 9.2 are deemed restated
here.




11.4Notice
of Defect.  If it
is Landlord's obligation to repair, Tenant shall give Landlord prompt Notice,
regardless of the nature or cause, of any damage to or defective condition in
any part or appurtenance of the Building's mechanical, electrical, plumbing,
HVAC or other systems serving, located in, or passing through the Premises,
provided, however, Tenant’s failure to comply with the notice requirements of
this Section 11.4 shall not alleviate Landlord of its obligations
hereunder.




11.5           Landlord’s
Liability.Except as otherwise
expressly provided in this Lease, Landlord shall have no liability to Tenant nor
shall Tenant's obligations under this Lease be reduced or abated in any manner
by




L
__________ T __________
 12


reason of
any inconvenience, annoyance, interruption or injury to business arising from
Landlord's making any repairs or changes which Landlord is required or permitted
by this Lease or by any other tenant's lease or required by law to make in or to
any portion of the Project, Building or Premises.  Landlord shall
nevertheless use reasonable efforts to minimize any interference with Tenant's
conduct of its business in the Premises.




Landlord represents and warrants to Tenant that as of
the Effective Date of this Lease, all utilities for electricity are separately
metered for the Premises.  If, due to Landlord’s gross negligence, any
utility services are interrupted for a period longer than forty-eight (48)
hours, then Tenant shall receive a proportionate abatement of Rent.Tenant acknowledges that utilities for water and sewer
are not separately metered. Tenant will pay its proportionate share of the water
and sewer amounts within their monthly Common Area Maintenance (CAM)
fees.




12.            CONSTRUCTION,
ALTERATIONS AND ADDITIONS.




12.1          Landlord’s
Construction Obligations.




Landlord, at Landlord’s sole cost and expense, shall
perform and complete Landlord's Work
to the Premises as described in Exhibit  “D”prior to the Commencement Date.  In addition,
notwithstanding any provision herein, Landlord shall not remove any existing IT
and telephone wiring left at the Building by the prior tenant (Hensel Phelps
Construction Co.).








12.2           Tenant’s
Alterations and Additions.  Tenant shall not make any additions, alterations or improvements
to the Premises, which exceed $5,000, without obtaining the prior written
consent of Landlord.  Landlord’s consent may be conditioned without
limitation, on tenant removing any such additions, alterations or improvements
upon expiration of the term and restoring Premises as on the date Tenant took
possession unless Tenant obtains a waiver in writing from the Landlord that said
improvements will not be required to be removed.  All of Tenant's Work
described in Exhibit "D", as well as any addition, alteration or improvement,
shall comply with all applicable laws, ordinances, codes and rules of any public
authority (including, but not limited to the ADA) and shall be done in a good
and professional manner by properly qualified and licensed personnel approved by
Landlord.  All work shall be diligently prosecuted to
completion.  Upon completion, Tenant shall furnish Landlord "as-built"
plans.  Prior to commencing any such work, Tenant shall furnish
Landlord with plans and specifications; names and addresses of contractors;
copies of all contracts; copies of all necessary permits; evidence of
contractor's and subcontractor's insurance coverage for Builder's Risk at least
as broad as Insurance Services Office (ISO) special causes of loss form CP 10
30, Commercial General Liability at least as broad as ISO CG 00 01, workers'
compensation, employer's liability and auto liability, all in amounts reasonably
satisfactory to Landlord; and indemnification in a form reasonably satisfactory
to Landlord.  The work shall be performed in a manner that will not
interfere with the quiet enjoyment of the other tenants in the Building in which
the Premises is located.




Any approval required by Landlord under this Section 12
shall not be unreasonably withheld, conditioned or delayed.  If
Landlord fails to approve or disapprove in writing delivered to Tenant of any
proposed Tenant’s Plans within fifteen (15) business days (five (5) business
days for resubmittals from Tenant) of the date Tenant delivers same to Landlord,
then such plans shall be deemed to be approved by Landlord entitling Tenant to
proceed hereunder.  Landlord shall limit its objection comments to
matters which, based upon Landlord’s familiarity with the Building, its
construction and the mechanical, plumbing, HVAC and electrical systems of the
Building, Landlord reasonably believes (i) there is a design or lay-out flaw in
the proposed plans, (ii) the proposed plans are notsufficient to obtain the required building permits or
certificate of occupancy, and (iii) as presented the proposed plans are not in
compliance with all applicable zoning, land use, building or life safety laws
applicable to the Building, or (iv) otherwise adversely affects the
Building.  Within fifteen (15) days after receipt of any such notice,
Tenant will cause Tenant's plans to be revised to the extent necessary hereunder
to obtain Landlord's approval and to be re-submitted for Landlord's approval.




L
__________ T __________
 13


12.3           Payment.  Tenant shall pay the costs of any work done on the Premises
pursuant to Section 12.2, and shall keep the Premises, Building and Project
free and clear of liens of any kind.  Tenant hereby indemnifies, and
agrees to defend against and keep Landlord free and harmless from all liability,
loss, damage, costs, attorneys' fees and any other expense incurred on account
of claims by any person performing work or furnishing materials or supplies for
Tenant or any person claiming under Tenant.




Tenant
shall give Notice to Landlord at least ten (10) business days prior to the
expected date of commencement of any work relating to alterations, additions or
improvements to the Premises that requires Landlord’s consent pursuant to
Section 12.2.  Landlord retains the right to enter the Premises and
post such notices as Landlord deems proper at any reasonable time.




12.4           Property
of Landlord.  Except as otherwise set forth herein, all
additions, alterations and improvements made to the Premises shall become the
property of Landlord and shall be surrendered with the Premises upon the
expiration of the Term unless their removal is required by Landlord as provided
in Section 13.1, provided, however, Tenant's equipment, machinery and trade
fixtures shall remain the Property of Tenant and shall be removed, subject to
the provisions of Section 13.2.




12.5           Landlord’s
Interest Not Subject to Liens.




12.5.1                       Liens
Generally.  Tenant shall not create or cause to be imposed,
claimed or filed upon the Premises or any portion thereof, or upon the interest
of Landlord therein, any lien, charge or encumbrance whatsoever.  If,
because of any act or omission of Tenant, any such lien, charge or encumbrance
shall be imposed, claimed or filed, Tenant shall, at its sole cost and expense,
cause the same to be fully paid and satisfied or other discharged of record by
bonding or otherwise, and Tenant shall indemnify, defend, save and hold Landlord
harmless from and against, and reimburse Landlord for, any and all obligations,
damages, injunctions, fines, penalties, demands, claims, costs, expenses,
actions, liabilities, suits, proceedings and losses of whatsoever nature
including, without limitation, attorneys’ fees and costs resulting or on account
thereof and therefrom.  In the event the Tenant shall fail to comply
with the foregoing provisions of this Section 12.5.1, Landlord shall have the
option, in addition to and not in limitation of Landlord’s other rights or
remedies, of paying, satisfying or otherwise discharging such lien, charge or
encumbrance and Tenant agrees to reimburse Landlord upon demand and as
additional rent for all sums so paid and for all costs and expenses incurred by
Landlord in connection therewith together with interest thereon.




12.5.2                      Construction
Liens.  Landlord’s interest in the Premises shall not be
subject to any liens of any nature by reason of Tenant’s construction,
alteration, repair, restoration, replacement or reconstruction of any
improvements on or in the Premises, or by reason of any other act or omission of
Tenant or any person claiming by, through or under Tenant.  All
persons dealing with Tenant are hereby placed on notice that such persons shall
not look to Landlord or Landlord’s credit or assets (including without
limitation, the Premises herein) for payment or satisfaction of any obligations
incurred in connection with the construction, alteration, repair, restoration,
replacement or reconstruction thereof by or on behalf of
Tenant.  Tenant has no power, right or authority to subject Landlord’s
interest in the Premises to any lien or claim of lien.




13.           LEASEHOLD
IMPROVEMENT’S - TENANT’S PROPERTY.




13.1           Leasehold
Improvements.  All fixtures, equipment (including
air-conditioning or heating systems), improvements and appurtenances attached to
or built into the Premises at the commencement or during the Term of the Lease
(Leasehold Improvements), whether or not by or at the expense of Tenant, shall
be and remain a part of the Premises, shall be the property of Landlord and
shall not be removed by Tenant, except as expressly provided in
Section 13.2, unless Landlord, by Notice to Tenant not later than thirty
(30) days prior to the expiration of the Term, elects to have Tenant remove any
Leasehold Improvements installed by Tenant.  In such case, Tenant, at
Tenant's sole cost and expense and prior to the expiration of the Term, shall
remove the Leasehold Improvements and repair any damage caused by such
removal.




L
__________ T __________
 14


13.2           Tenant’s
Property.All
signs, notices, displays, movable partitions, business and trade fixtures,
machinery and equipment (excluding air-conditioning or heating systems, whether
installed by Tenant or not), personal telecommunications equipment and office
equipment located in the Premises and acquired by or for the account of Tenant,
without expense to Landlord, which can be removed without structural damage to
the Building, and all furniture, furnishings and other articles of movable
personal property owned by Tenant and located in the Premises (collectively,
Tenant's Property) shall be and shall remain the property of Tenant and may be
removed by Tenant at any time during the Term; provided that if any of Tenant's
Property is removed, Tenant shall promptly repair any damage to the Premises or
to the Building resulting from such removal, including without limitation
repairing the flooring and patching and painting the walls where required by
Landlord to Landlord's reasonable satisfaction, all at Tenant's sole cost and
expense.




14.           INDEMNIFICATION.




14.1           Tenant
Indemnification.  Tenant shall
indemnify and hold Landlord harmless from and against any and all liability and
claims of any kind for loss or damage to any person or property arising out
of:  (a) Tenant's use and occupancy of the Premises, or the Building
or Project, or any work, activity or thing done, allowed or suffered by Tenant
in, on or about the Premises, the Building or the Project; (b) any breach or
default by Tenant of any of Tenant's obligations under this Lease; or (c) any
negligent or otherwise tortuous act or omission of Tenant, its agents,
employees, subtenants, licensees, customers, guests, invitees or contractors
(including agents or contractors who perform work outside of the Premises for
Tenant).  At Landlord's request, Tenant shall, at Tenant's expense,
and by counsel satisfactory to Landlord, defend Landlord in any action or
proceeding arising from any such claim. Tenant shall indemnify Landlord against
all costs, attorneys' fees, expert witness fees and any other expenses or
liabilities incurred in such action or proceeding.  As a material part
of the consideration for Landlord's execution of this Lease, Tenant hereby
assumes all risk of damage or injury to any person or property in, on or about
the Premises from any cause and Tenant hereby waives all claims in respect
thereof against Landlord, except in connection with damage or injury resulting
solely from the gross negligence or willful misconduct of Landlord or its
authorized agents.




14.2           Landlord
Not Liable.  Landlord shall not be liable for injury or damage
which may be sustained by the person or property of Tenant, its employees,
invitees or customers, or any other person in or about the Premises, caused by
or resulting from fire, steam, electricity, gas, water or rain which may leak or
flow from or into any part of the Premises, or from the breakage, leakage,
obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing,
air conditioning, lighting fixtures or mechanical or electrical systems, whether
such damage or injury results from conditions arising upon the Premises or upon
other portions of the Building or Project or from other sources, unless the
condition was the sole result of Landlord's gross negligence or willful
misconduct.  Landlord shall not be liable for any damages arising from
any act or omission of any other tenant of the Building or Project or for the
acts of persons in, on or about the Premises, Building or the Project who are
not the authorized agents of Landlord or for losses due to theft, vandalism or
like causes.




Tenant
acknowledges that Landlord's election to provide mechanical surveillance or to
post security personnel in the Project (other than
inside theBuilding) is solely within Landlord's
discretion.  Landlord shall have no liability in connection with the
decision whether or not to provide such services, and, to the extent permitted
by law, Tenant hereby waives all claims based thereon.




15.           TENANT'S
INSURANCE.




15.1           Insurance
Requirement.  Tenant shall procure and maintain insurance
coverage in accordance with the terms hereof, either as specific policies or
within blanket policies.  Coverage shall begin on the date Tenant is
given access to the Premises for any purpose and shall continue until expiration
of the Term, except as otherwise set forth in the Lease.  The cost of
such insurance shall be borne by Tenant.




L
__________ T __________
 15


Insurance
shall be with insurers licensed to do business in the State, and acceptable to
Landlord.  The insurers must have a current A.M. Best's rating of not
less than A:VII, or equivalent (as reasonably determined by Landlord) if the
Best's rating system is discontinued.




Tenant
shall furnish Landlord with original certificates and amendatory endorsements
effecting coverage required by this Section 15 before the date Tenant is first
given access to the Premises.  All certificates and endorsements are
to be received and approved by Landlord before any work
commences.  Landlord reserves the right to inspect and/or copy any
insurance policy required to be maintained by Tenant hereunder, or to require
complete, certified copies of all required insurance policies, including
endorsements effecting the coverage required herein at any
time.  Tenant shall comply with such requirement within thirty (30)
days of demand therefor by Landlord.  Tenant shall furnish Landlord
with renewal certificates and amendments or a "binder" of any such policy at
least twenty (20) days prior to the expiration thereof.  Each
insurance policy required herein shall be endorsed to state that coverage shall
not be canceled, except after thirty (30) days prior written notice to Landlord
and Landlord's lender (if such lender's address is provided).




The
Commercial General Liability policy, as hereinafter required, shall contain, or
be endorsed to contain, the following provisions:  (a) Landlord and
any parties designated by Landlord shall be covered as additional insureds as
their respective interests may appear; and (b) Tenant's insurance coverage shall
be primary insurance as to any insurance carried by the parties designated as
additional insureds.  Any insurance or self-insurance maintained by
Landlord shall be excess of Tenant's insurance and shall not contribute with
it.




15.2           Minimum
Scope of Coverage.  Coverage shall be
at least as broad as set forth herein(except
Tenant shall have no obligation to maintain terrorism
insurance).  However, if, because of Tenant's Use or occupancy
of the Premises, Landlord determines, in Landlord's reasonable judgment, that
additional insurance coverage or different types of insurance are necessary,
then Tenant shall obtain such insurance at Tenant's expense in accordance with
the terms of this Section 15.




15.2.1                      Commercial
General Liability (ISO occurrence form CG 00 01) which shall cover liability
arising from Tenant's Use and occupancy of the Premises, its operations
therefrom, Tenant's independent contractors, products-completed operations,
personal injury and advertising injury, and liability assumed under an insured
contract.




15.2.2                      Workers'
Compensation insurance as required by law and Employers Liability
insurance.




15.2.3                      Commercial
Property Insurance (ISO special causes of loss form CP 10 30) against all risk
of direct physical loss or damage (including flood, if applicable), earthquake
excepted, for:  (a) all leasehold improvements (including any
alterations, additions or improvements made by Tenant pursuant to the provisions
of Section 12.2).





15.2.4                      Business
Interruption and Extra Expense Insurance.





15.2.5                      Business
Automobile Liability Insurance.








15.3           Minimum
Limits of Insurance.   Tenant
shall maintain limits not less than:





15.3.1                      Commercial
General Liability:  $2,000,000 per occurrence.  If
the insurance contains a general aggregate limit, either the general aggregate
limit shall apply separately to this location or the general aggregate limit
shall be at least twice the required occurrence limit.





15.3.2                      Employer's
Liability:  $2,000,000 per accident for bodily injury or
disease.





15.3.3                      Commercial
Property Insurance:  100% replacement cost is actual cash value
with a  90% coinsurance clause.


L
__________ T __________
 16





15.3.4                      Business
Auto Liability:  $1,000,000 per accident.





15.3.5                      Business
Interruption and Extra Expense Insurance:  In a reasonable
amount and comparable to amounts carried by comparable tenants in comparable
projects.





15.4           Deductible
and Self-Insured Retention.  Any deductible or self-insured
retention in excess of $25,000 per
occurrence must be declared to and approved by Landlord.  At the
option of Landlord, either the insurer shall reduce or eliminate such deductible
or self-insured retention or Tenant shall provide separate insurance conforming
to this requirement.





15.5           Increases
in Insurance Policy Limits.  If the coverage limits set forth
in this Section15 are
deemed inadequate by Landlord or Landlord's lender, then Tenant shall increase
the coverage limits to the amounts reasonably recommended by either Landlord or
Landlord's lender.  Landlord agrees that any such required increases
in coverage limits shall not occur more frequently than once every three (3)
years.





15.6           Waiver of
Subrogation.  Landlord and Tenant each hereby waive all rights
of recovery against the other and against the officers, employees, agents and
representatives, contractors and invitees of the other, on account of loss by or
damage to the waiving party or its property or the property of others under its
control, to the extent that such loss or damage is insured against under any
insurance policy which may have been in force at the time of such loss or
damage.





15.7           Landlord's
Right to Obtain Insurance for Tenant.  If Tenant fails to
obtain the insurance coverage or fails to provide certificates and endorsements
as required by this Lease, Landlord may, at its option, obtain such insurance
for Tenant.  Tenant shall pay, as Additional Rent, the reasonable cost
thereof.





16.           DAMAGE
OR DESTRUCTION.




16.1           Damage.  If, during the
Term of this Lease, the Premises or the portion of the Building necessary for
Tenant's occupancy is damaged by fire or other casualty covered by fire and
extended coverage insurance carried by Landlord, Landlord shall promptly repair
the damage provided (a) such repairs can, in Landlord's opinion, be completed,
under applicable laws and regulations, within one hundred eighty (180) days of
the date a permit for such construction is issued by the governing authority,
(b) insurance proceeds are available to pay eighty percent (80%) or more of the
cost of restoration, and (c) Tenant performs its obligations pursuant to Section
16.4 hereof.  In such event, this
Lease shall continue in full force and effect, except that if such damage is not
the result of the negligence or willful misconduct of Tenant, its agents or
employees, Tenant shall be entitled to a proportionate reduction of Rent to the
extent Tenant's use of the Premises is impaired, commencing with the date of
damage and continuing until completion of the repairs required of Landlord under
Section 16.4.  If the damage is due to the fault or neglect of Tenant,
its agents or employees and loss of rental income insurance is denied as a
result, there shall be no abatement of Rent.




Notwithstanding anything contained in
the Lease to the contrary, in the event of partial or total damage or
destruction of the Premises during the last twelve (12) months of the Term,
either party shall have the option to terminate this Lease upon thirty (30) days
prior Notice to the other party provided such Notice is served within thirty
(30) days after the damage or destruction.  For purposes of this
Section 16.1, "partial damage or
destruction" shall mean the damage or destruction of at least thirty-three and
one-third percent (33 and 1/3%) of the Premises, as determined by Landlord in
Landlord's reasonable discretion.




16.2           Repair of
Premises in Excess of One Hundred Eighty Days.  If in
Landlord's opinion, such repairs to the Premises or portion of the Building
necessary for Tenant's occupancy cannot be completed under applicable laws and
regulations within one hundred eighty (180) days of the date a permit for such
construction is issued by the governing authority, Landlord may elect, upon
Notice to Tenant given within thirty (30) days after the date of such fire or
other casualty, to repair such damage, in which event this Lease shall continue
in full force and effect, but Rent shall be partially abated as provided in this
Section 16.  If Landlord does not so elect to make such repairs, this
Lease shall terminate as of the date of such fire or other
casualty.




L
__________ T __________
 17


16.3           Repair
Outside Premises.  If any other portion of the Building is
totally destroyed or damaged to the extent that in Landlord's opinion repair
thereof cannot be completed under applicable laws and regulations within one
hundred eighty (180) days of the date a permit for such construction is issued
by the governing authority, Landlord may elect upon Notice to Tenant given
within thirty (30) days after the date of such fire or other casualty, to repair
such damage, in which event this Lease shall continue in full force and effect,
but Rent shall be partially abated as provided in this Section 16.  If
Landlord does not elect to make such repairs, this Lease shall terminate as of
the date of such fire or other casualty.The foregoing notwithstanding, in the event that the
Premises have not been restored to tenantable condition and delivered to Tenant
within 365 days of the date of such damage or destruction, then Tenant, by way
of written notice to Landlord, shall be entitled to terminate this
Lease.




16.4           Tenant
Repair.If the Premises are to be repaired under this Section
16, Landlord shall repair at its cost any
injury or damage to the Building and Building Standard Tenant Improvements, if
any, and any leasehold improvements existing on the commencement date of this
Lease.  Notwithstanding anything contained herein to the
contrary, Landlord shall not be obligated to perform additional work other than
Landlord's Work performed previously pursuant to Section 12.1 hereof.  Tenant shall be
responsible at its sole cost and expense for the repair, restoration and
replacement of any other Leasehold Improvements and Tenant's Property (as well
as reconstructing and reconnecting Tenant's internal telecommunications wiring
and related equipment).  Landlord shall not be liable for any loss of
business, inconvenience or annoyance arising from any repair or restoration of
any portion of the Premises, Building or Project as a result of any damage from
fire or other casualty.




16.5           Election
Not to Perform Landlord's Work.  Notwithstanding
anything to the contrary contained herein, Landlord shall provide Notice to
Tenant of its intent to repair or replace the Premises (if Landlord elects to
perform such work), and, within ten (10) days of its receipt of such Notice,
Tenant shall provide Notice to Landlord of its intent to reoccupy the
Premises.  Should Tenant fail to provide such Notice to Landlord, then
such failure shall be deemed an election by Tenant not to re-occupy the Premises
and Landlord may elect not to perform the repair or replacement of the
Premises.  Such election shall not result in a termination of this
Lease and all obligations of Tenant hereunder shall remain in full force and
effect, including the obligation to pay Rent. The
foregoing notwithstanding, in the event that the Premises have not been restored
to tenantable condition and delivered to Tenant within 365 days of the date of
such damage or destruction, then Tenant, by way of written notice to Landlord,
shall be entitled to terminate this Lease.




16.6           Express
Agreement.  This Lease shall
be considered an express agreement governing any case of damage to or
destruction of the Premises, Building or Project by fire or other casualty, and
any present or future law which purports to govern the rights of Landlord and
Tenant in such circumstances in the absence of an express agreement shall have
no application.




17.           EMINENT
DOMAIN.




17.1           Whole
Taking.  If the whole of
the Building or Premises is lawfully taken by condemnation or in any other
manner for any public or quasi-public purpose, this Lease
shall terminate as of the date of such taking, and Rent shall be prorated to
such date.




17.2           Partial
Taking.  If less than the
whole of the Building or Premises is so taken, this Lease shall be unaffected by
such taking, provided that (a) Tenant shall have the right to terminate this
Lease by Notice to Landlord given within ninety (90) days after the date of such
taking if twenty percent (20%) or more of the Premises is taken and the
remaining area of the Premises is not reasonably sufficient for Tenant to
continue operation of its business, and (b) Landlord shall have the right to
terminate this Lease by Notice to Tenant given within ninety (90) days after the
date of such taking.  If either Landlord or Tenant so elects to
terminate this Lease, the Lease shall terminate on the thirtieth (30th) calendar
day after either such Notice.  Rent shall be prorated to the date of
termination.  If this Lease continues in force upon such partial
taking, Base Rent and Tenant's Proportionate Share shall be equitably
adjusted.




L
__________ T __________
 18


17.3           Proceeds.  In the event of
any taking, partial or whole, all of the proceeds of any award, judgment or
settlement payable by the condemning authority shall be the exclusive property
of Landlord, and Tenant hereby assigns to Landlord all of its right, title and
interest in any award, judgment or settlement from the condemning authority;
however,  Tenant shall have the right, to the extent that Landlord's
award is not reduced or prejudiced, to claim from the condemning authority (but
not from Landlord) such compensation as may be recoverable by Tenant in its own
right for relocation expenses, loss of business or
goodwill, and damage to Tenant's Property and damage to Leasehold
Improvements installed at the sole expense of Tenant.




17.4           Landlord's
Restoration.  In the event of a
partial taking of the Premises which does not result in a termination of this
Lease, Landlord shall restore the remaining portion of the Premises as nearly as
practicable to its condition prior to the condemnation or taking; provided
however, Landlord shall not be obligated to perform work other than Landlord's
Work performed previously pursuant to Section 12.1 hereof and any leasehold improvements existing on the
commencementdate of this Lease.  Tenant shall be
responsible at its sole cost and expense for the repair, restoration and
replacement of Tenant's Property and any other Leasehold Improvements.In the event of any taking, partial or whole, during the
time the Lease remains in effect, Tenant shall be entitled to a proportionate
reduction of Rent to the extent Tenant’s use of the Premises is impaired,
commencing with the date of damage and continuing until the date of restoration
or termination of this Lease.




18.           ASSIGNMENT
AND SUBLETTING.




No
assignment of this Lease or sublease of all or any part of the Premises shall be
permitted, except as provided in this Section 18.




18.1           No
Assignment or Subletting.  Tenant shall not,
without the prior written consent of Landlord(not to be unreasonably withheld, conditioned or
delayed), assign or hypothecate this Lease or any interest herein or
sublet the Premises or any part thereof, or permit the use of the Premises or
any part thereof by any party other than Tenant.  Any of the foregoing
acts without such consent shall be voidable and shall, at the option of
Landlord, constitute a default hereunder.  This Lease shall not, nor
shall any interest of Tenant herein, be assignable by operation of law without
the prior written consent of Landlord.




18.1.1                      For
purposes of this Section 18, the following
shall be deemed an assignment:




18.1.1.1If Tenant is a
partnership, any withdrawal or substitution (whether voluntary, involuntary, or
by operation of law, and whether occurring at one time or over a period of time)
of any partner(s) owning twenty-five (25%) or more (cumulatively) of any
interest in the capital or profits of the partnership, or the dissolution of the
partnership;




18.1.1.2If Tenant is a
corporation, any dissolution, merger, consolidation, or other reorganization of
Tenant, any sale or transfer of the capital stock of Tenant in excess of
fifty-one percent (51%), or any sale or transfer of fifty-one (51%) or more of
the value of the assets of Tenant; provided, however, the
foregoing shall not apply to any transfer of shares to any shareholder (or
affiliate thereof) that already owns at least 25% of the capital stock of
Tenant; provided, however, the foregoing shall not apply to corporations the
capital stock of which is publicly traded.




18.2           Landlord's
Consent.  If, at any time
or from time to time during the initial Term hereof, Tenant desires to assign
this Lease or sublet all or any part of the Premises, and if Tenant is not then
in default under the terms of the Lease(beyond
any applicable cure or grace period), Tenant shall submit to Landlord a
written request for approval setting forth the terms and provisions of the
proposed assignment or sublease,and the identity of the proposed assignee or
subtenant, and a copy of the proposed form of assignment or
sublease.  Tenant's request for consent shall be submitted to Landlord
at least thirty (30) days prior to the intended date of such
transfer.  Tenant shall promptly supply Landlord with such information
concerning the business background and financial condition of such proposed
assignee or subtenant as Landlord may reasonably request.  Landlord
shall have the right to approve such proposed assignee or subtenant, which
approval shall not be unreasonably withheld,
conditioned or delayed.  In no event
however, shall Landlord be required to consent to any assignment or sublease (a)
to an existing tenant in the Project or (b) that may




L
__________ T __________
 19


violate
any restrictions contained in any mortgage, lease or agreement affecting the
Project.  Landlord's consent to any assignment shall not be construed
as a consent to any subsequent assignment, subletting, transfer of partnership
interest or stock, occupancy or use.




18.2.1                      Landlord's
approval shall be conditioned, among other things, on Landlord's receiving
adequate assurances of future performance under this Lease and any sublease or
assignment.  In determining the adequacy of such assurances, Landlord
may base its decision on such factors as it deems appropriate, including but not
limited to:




18.2.1.1                      that
the source of rent and other consideration due under this Lease, and, in the
case of assignment, that the financial condition and operating performance and
business experience of the proposed assignee and its guarantors, if any, shall
be equal to or greater than the financial condition and operating performance
and experience of Tenant and its guarantors, if any, as of the time Tenant
became the lessee under this Lease;




18.2.1.2                      
that any assumption or assignment of this Lease will not result in increased
cost or expense, wear and tear, greater traffic or demand for services and
utilities provided by Landlord pursuant to Section 10 hereof
and will not disturb or be detrimental to other tenants of
Landlord;




18.2.1.3                      
whether the proposed assignee's use of the Premises will include the use of
Hazardous Material, or will in any way increase any risk to Landlord relating to
Hazardous Material; and




18.2.1.4                      that
assumption or assignment of such lease will not disrupt any tenant mix or
balance in the Project.




18.2.2                      The
assignment or sublease shall be on the same terms and conditions set forth in
the written request for approval given to Landlord, or, if different, upon terms
and conditions consented to by Landlord;




18.2.3                      No
assignment or sublease shall be valid and no assignee or sublessee shall take
possession of the Premises or any part thereof until an executed counterpart of
such assignment or sublease has been delivered to Landlord;




18.2.4                      No
assignee or sublessee shall have a further right to assign or sublet except on
the terms herein contained;





18.2.5                      Any
sums or other economic considerations received by Tenant as a result of such
assignment or subletting, which exceed, in the aggregate (a) the total sums
which Tenant is obligated to pay Landlord under this Lease (prorated to reflect
obligations allocable to any portion of the Premises subleased), plus (b) any
real estate brokerage commissions or fees payable to third parties in connection
with such assignment or subletting, shall be shared equally by Tenant and
Landlord as Additional Rent under this Lease without effecting or reducing any
other obligations of Tenant hereunder.





If Landlord consents
to the proposed transfer, Tenant shall deliver to Landlord three (3) fully
executed original documents (in the form previously approved by Landlord) and
Landlord shall attach its consent thereto.  Landlord shall retain one
(1) fully executed original document.  No transfer of Tenant's
interest in this Lease shall be deemed effective until the terms and conditions
of this Section 18 have been
fulfilled.





18.3           Tenant
Remains Responsible.  Nosubletting or assignment
shall release Tenant of Tenant's obligations under this Lease or alter the
primary liability of Tenant to pay the Rent and to perform all other obligations
to be performed by Tenant hereunder.  The acceptance of Rent by
Landlord from any other person shall not be deemed to be a waiver by Landlord of
any provision hereof.  Consent to one assignment or subletting shall
not be deemed consent to any subsequent assignment or subletting.  In
the event of default by an assignee or subtenant of Tenant or any successor of
Tenant in the performance of any of the terms hereof, Landlord may proceed
directly against Tenant without the necessity of exhausting
remedies




L
__________ T __________
 20


against
such assignee, subtenant or successor.  Landlord may consent to
subsequent assignments or sublets of the Lease or amendments or modifications to
the Lease with assignees of Tenant, without notifying Tenant, or any successor
of Tenant, and without obtaining its or their consent thereto, and any such
actions shallnot relieve Tenant of
liability under this Lease.




18.4           Conversion
to a Limited Liability Entity.  Notwithstanding
anything contained herein to the contrary, if Tenant is a limited or general
partnership (or is comprised of two (2) or more persons, individually or as
co-partners, or entities), the change or conversion of Tenant to (a) a limited
liability company, (b) a limited liability partnership, or (c) any other entity
which possesses the characteristics of limited liability (any such limited
liability entity is collectively referred to herein as a "Successor Entity")
shall be prohibited unless the prior written consent of Landlord is obtained,
which consent may be withheld in Landlord’s sole discretion.




18.4.1Notwithstanding the
preceding paragraph, Landlord agrees not to unreasonably withhold or delay such
consent provided that:




18.4.1.1                      The
Successor Entity succeeds to all or substantially all of Tenant's business and
assets;




18.4.1.2                      The
Successor Entity shall have a tangible net worth (Tangible Net Worth),
determined in accordance with generally accepted accounting principles,
consistently applied, of not less than the greater of the Tangible Net Worth of
Tenant on (a) the date of execution of the Lease, or (b) the day immediately
preceding the proposed effective date of such conversion; and




18.4.1.3                      Tenant
is not in default (beyond any applicable cure or grace period) of any of the
terms, covenants, or conditions of this Lease on the proposed effective date of
such conversion.




18.5           Payment
of Fees.  If Tenant assigns
the Lease or sublets the Premises or requests the consent of Landlord to any
assignment, subletting or conversion to a limited liability entity, then Tenant
shall, upon demand, pay Landlord, whether or not consent is ultimately given, an
administrative fee of Three Hundred and 00/100 Dollars ($300.00) plus costs and
other reasonable expenses incurred by Landlord in connection with each such act
or request.




18.6           Permitted
Transferees.Notwithstanding the foregoing or any other provision of
this Lease to the contrary, Tenant shall have the right to assign this Lease or
sublet all or a portion of the Leased Premises without Landlord’s consent in
connection with any of the following: (i) a sale of all or substantially all of
Tenant’s assets to an unrelated entity in a merger or acquisition transaction
for all or substantiallyallof Tenant’s assets, (ii) any  assignment or
sublease to an affiliate, parent or subsidiary of Tenantwith an equal or greater tangible net worth than the
Tenant, or (iii) or any transfer of stock
whenever Tenant is a corporation, the outstanding stock of which is listed on a
recognized national stock exchange or in connection with an initial public
offering or a private placement of stock pursuant to Section 3(a)(11),
(4)(2) of Regulations D and S of the Securities Act of
1933with the resulting entity having a net
worth equal to or greater than the Tenant,
as amended (all of (i) and (ii) being defined as, in the case of an assignment,
a “Permitted Assignment” or in the case of a sublease a “Permitted
Sublease”).  In the event of a Permitted Assignment, Tenant shall be
released from liability under this Lease, provided that the assignee under the
Permitted Assignment executes and delivers to Landlord a written assumption of
this Lease. Further, Landlord shall not be entitled to any compensation as
contemplated by this Lease in the event of an assignment or sublease of the
Premises or in the event of a Permitted Assignment or Permitted
Sublease.




19.           DEFAULT.




19.1           Tenant’s
Default.  The occurrence of
any one or more of the following events shall constitute a default and breach of
this Lease by Tenant.




L
__________ T __________
 21


19.1.1                      If
Tenant abandons or vacates the Premises with the exception of a permitted
assignment or sublease.




19.1.2                      If
Tenant fails to pay any Rent or Additional Rent or any other charges required to
be paid by Tenant under this Lease and such failure continues for three (3)
business days after receipt of Notice thereof from Landlord to
Tenant.




19.1.3                      If
Tenant fails to promptly and fully perform any other covenant, condition or
agreement contained in this Lease and such failure continues for thirty (30)
business days after Notice thereof from Landlord to Tenant, or, if such default
cannot reasonably be cured within thirty (30) business days, if Tenant fails to
commence to cure within that thirty (30) business day period and diligently
prosecute to completion.




19.1.4                      Tenant’s
failure to occupy the Premises within thirty (30) days after delivery of
possession (as defined in Section 4 hereof).




19.1.5                      Tenant’s
failure to provide any document, instrument or assurance as required by Sections
12, 15, 18 and/or 35, if the failure continues for ten (10) days after receipt
of Notice from Landlord to Tenant.




19.1.6                      To
the extent provided by law:




19.1.6.1                      If
a writ of attachment or execution is levied on this Lease or on substantially
all of Tenant's Property; or




19.1.6.2                      If
Tenant or Tenant's Guarantor makes a general assignment for the benefit of
creditors; or




19.1.6.3                      If
Tenant files a voluntary petition for relief or if a petition against Tenant in
a proceeding under the federal bankruptcy laws or other insolvency laws is filed
and not withdrawn or dismissed within sixty
(60) days thereafter, or if under the provisions of any law providing for
reorganization or winding up of corporations, any court of competent
jurisdiction assumes jurisdiction, custody or  control of Tenant or
any substantial part of its property and such jurisdiction, custody or control
remains in force unrelinquished, unstayed or unterminated for a period ofsixty (60)days;
or




19.1.6.4                      If
in any proceeding or action in which Tenant is a party, a trustee, receiver,
agent or custodian is appointed to take charge of the Premises or Tenant's
Property (or has the authority to do so)




19.2           Bankruptcy.




19.2.1                      Events of
Bankruptcy.  The following
shall be “Events of Bankruptcy” under this Lease:  (1) Tenant's or any
guarantor of Tenant's obligations under this Lease ("Tenant's Guarantor")
becoming insolvent, as that term is defined in Title 11 of the United States
Code (the "Bankruptcy Code"), or under the insolvency laws of any state,
district, commonwealth or territory of the United States (the "Insolvency
Laws"); (2) the appointment of a receiver or custodian for any or all of
Tenant's or Tenant's Guarantor’s property or assets, or the institution of a
foreclosure action upon any of Tenant's or Tenant's Guarantor's real or personal
property; (3) the filing of a voluntary petition under the provisions of the
Bankruptcy Code or Insolvency Laws; (4) the filing of an involuntary petition
against Tenant or Tenant's Guarantor as the subject debtor under the Bankruptcy
Code or Insolvency Laws, which either (A) is not dismissed within thirty (30)
days of filing, or (B) results in the issuance of an order for relief against
the debtor; or (5) Tenant's or Tenant's Guarantor's making or consenting to an
assignment for the benefit of creditors or a common law composition of
creditors.




L
__________ T __________
 22


19.2.2                      Termination
of Lease.  Upon the
occurrence of an Event of Bankruptcy, or if Tenant takes advantage of any
Insolvency Laws, then in any such event Landlord at its option and sole
discretion may terminate this Lease by written notice to Tenant (subject,
however, to applicable provisions of the Bankruptcy Code or Insolvency Laws
during the pendency of any action thereunder involving Tenant as the subject
debtor).  If this Lease is terminated under this Section 19, Tenant
shall immediately surrender and vacate the Leased Premises, waives all statutory
or other notice to quit, and agrees that Landlord's obligations under this Lease
shall cease from such termination date, and Landlord may recover possession by
process of law or in any other lawful manner.  Furthermore, if this
Lease terminates under this subsection (b), Landlord shall have all rights and
remedies against Tenant provided in case of an Event of Default by
Tenant.




19.2.3                      Assumption
by Trustee.  If Tenant becomes
the subject debtor in a case pending under the Bankruptcy Code, Landlord's right
to terminate this Lease under this Section 19 shall be subject to the applicable
rights (if any) of the Trustee in Bankruptcy to assume or assign this Lease as
then provided for in the Bankruptcy Code.  However, the Trustee in
Bankruptcy must give to Landlord and Landlord must receive proper written notice
of the Trustee s assumption or rejection of this Lease withinsixty (60)days
(or such other applicable period as is provided for in the Bankruptcy Codeor court order) after the date of the Trustee’s
appointment, it being agreed that failure of the Trustee to give notice of such
assumption hereof within said period shall conclusively and irrevocably
constitute the Trustee's rejection of this Lease and waiver of any rights of the
Trustee to assume or assign this Lease.  The Trustee shall not have
the right to assume or assign this Lease unless said Trustee (i) promptly and
fully cures all defaults under this Lease, (ii) promptly and fully compensates
Landlord for all monetary damages incurred as a result of such default, and
(iii) provides to Landlord adequate assurance of future performance (as defined
hereinbelow).  For purposes of this paragraph, the term “promptly”
shall mean within a period not more than sixty (60) days from the date of
assumption of this Lease (or such other applicable
period as is provided for in the Bankruptcy Code or Court
order).




19.3           Landlord
Remedies.  In the event of
an Event of Default hereunder, then, in
addition to any other rights or remedies Landlord may have under any law or at
equity, Landlord shall have the right to declare immediately due and payable all
sums due or to become due under the terms of this Lease, and Landlord shall have
the right to collect interest on all past due sums (at the maximum rate
permitted by law to be charged by an individual), and, at Landlord's option and
without further notice or demand of any kind, to do the following:




19.3.1                      Terminate
this Lease and Tenant's right to possession of the Premises and reenter the
Premises and take possession thereof, and Tenant shall have no further claim to
the Premises or under this Lease; or




19.3.2                      Continue
this Lease in effect, reenter and occupy the Premises for the account of Tenant,
and collect any unpaid Rent or other charges which have or thereafter become due
and payable; or




19.3.3                      Reenter
the Premises under the provisions of Section 19.3.2 and thereafter elect to
terminate this Lease and Tenant's right to possession of the
Premises.




If
Landlord reenters the Premises under the provisions of Sections 19.3.2 of 19.3.3 above, Landlord shall not be
deemed to have terminated this Lease or the obligation of Tenant to pay any Rent
or other charges thereafter accruing unless Landlord notifies Tenant in writing
of Landlord's election to terminate this Lease.  Acts of maintenance,
efforts to relet the Premises or the appointment of a receiver on Landlord's
initiative to protect Landlord's interest under this Lease shall not constitute
a termination of Tenant's obligations under the Lease.  In the event
of any reentry or retaking of possession by Landlord, Landlord shall have the
right, but not the obligation, to remove all or any part of Tenant's Property in
the Premises and to place such property in storage at a public warehouse at the
expense and risk of Tenant.  If Landlord elects to relet the Premises
for the account of Tenant, the rent received by Landlord from such reletting
shall be applied as follows:  first, to the payment of any
indebtedness other than Rent due hereunder from Tenant to Landlord; second, to
the payment of any costs of such reletting; third, to the payment of the cost of
any alterations or repairs to the Premises; fourth to the payment of Rent due
and unpaid hereunder; and the




L
__________ T __________
 23


balance,
if any, shall be held by Landlord and applied in payment of future Rent as it
becomes due.  If that portion of Rent received from the reletting
which is applied against the Rent due hereunder is less than the amount of the
Rent due, Tenant shall pay the deficiency to Landlord promptly upon demand by
Landlord.  Such deficiency shall be calculated and paid
monthly.  Tenant shall also pay to Landlord, as soon as determined,
any costs and expenses incurred by Landlord in connection with such reletting or
in making alterations and repairs to the Premises which are not covered by the
rent received from the reletting.




19.4           Damages
Recoverable.  Should Landlord
elect to terminate this Lease under the provisions of Section 19.3, Landlord may recover as damages from Tenant
the following:




19.4.1                      Past
Rent.  The worth at the
time of the award of any unpaid Rent that had been earned at the time of
termination including the value of any Rent that was abated during the Term of
the Lease (except Rent that was abated as a result of damage or destruction or
condemnation); plus




19.4.2                      Rent
Prior to Award.  The worth at the
time of the award of the amount by which the unpaid Rent that would have been
earned between the time of the termination and the time of the award exceeds the
amount of unpaid Rent that Tenant proves could reasonably have been avoided;
plus




19.4.3                      Rent
After Award.  The worth at the
time of the award of the amount by which the unpaid Rent for the balance of the
Term after the time of award exceeds the amount of the unpaid Rent that Tenant
proves could be reasonably avoided; plus




19.4.4                      Proximately
Caused Damages.  Any other amount
necessary to compensate Landlord for all detriment proximately caused by
Tenant's failure to perform its obligations under this Lease or which in the
ordinary course of things would be likely to result therefrom, including, but
not limited to, any costs or expenses (including attorneys' fees), incurred by
Landlord in (a) retaking possession of the Premises, (b) maintaining the
Premises after Tenant's default, (c) preparing the Premises for reletting to a
new tenant, including any repairs or alterations, and (d) reletting the
Premises, including brokers' commissions.




“The
worth at the time of the award” as used in Sections 19.4.1 and 19.4.2 above, is to be computed by allowing
interest at the maximum rate permitted by law to be charged by an individual.
“The worth at the time of the award” as used in Section 19.4.3 above, is to be computed by discounting
the amount at the discount rate of the Federal Reserve Bank situated nearest to
the Premises at the time of the award plus one percent (1%).




19.5           Landlord’s Right
to Cure Tenant’s
Default.  If Tenant
defaults in the performance of any of its obligations under this Lease and
Tenant has not timely cured the default after Notice, Landlord may (but shall
not be obligated to), without waiving such default, perform the same for the
account and at the expense of Tenant.  Tenant shall pay Landlord all
costs of such performance immediately upon written demand therefor, and if paid
at a later date these costs shall bear interest at the maximum rate permitted by
law to be charged by an individual.




19.6           Landlord’s
Default.  If Landlord fails
to perform any covenant, condition or agreement contained in this Lease within
thirty (30) days after receipt of Notice from Tenant specifying such default,
or, if such default cannot reasonably be cured within thirty (30) days if
Landlord fails to commence to cure within that thirty (30) day period and
diligently prosecute to completion, then Landlord shall be liable to Tenant for
any damages sustained by Tenant as a result of Landlord's breach; provided,
however, it is expressly understood and agreed that if Tenant obtains a money
judgment against Landlord resulting from any default or other claim arising
under this Lease, that judgment shall be satisfied only out of the rents,
issues, profits, and other income actually received on account of Landlord's
right, title and interest in the Premises, Building or Project, and no other
real, personal or mixed property of Landlord (or of any of the partners which
comprise Landlord, if any), wherever situated, shall be subject to levy to
satisfy such judgment.




L
__________ T __________
 24


19.7           Mortgagee
Protection.  Provided an SNDA (as defined in Section 21 below) is executed and delivered,Tenant agrees to send by certified or registered mail Notice to any first mortgagee or first deed
of trust beneficiary of Landlord whose address has been furnished to Tenant, a
copy of any notice of default served by Tenant on Landlord.  If
Landlord fails to cure such default within the time provided for this Lease,
then such mortgagee or beneficiary shall have such additional time to cure the
default as is reasonably necessary under the circumstances.




19.8           Tenant’s Right
to Cure Landlord’s
Default.  If, after Notice
to Landlord of default, Landlord (or any first mortgagee or first deed of trust
beneficiary of Landlord) fails to cure the default as provided herein, then
Tenant shall have the right to cure that default at Landlord's
expense.  Tenant shall not have the right to terminate this Lease or
to withhold, reduce or offset any amount against any payments of Rent or any
other charges due and payable under this Lease except as otherwise specifically
provided herein.  Tenant expressly waives the benefits of any statute
now or hereafter in effect which would otherwise afford Tenant the right to make
repairs at Landlord's expense or to terminate this Lease because of Landlord's
failure to keep the Premises in good order, condition and repair.




19.9           No
Consequential Damages.Notwithstanding any provision hereunder to
the contrary, under no circumstances will either party to this Lease be entitled
to seek or recover special, indirect, consequential, or punitive damages, or
lost profits, on account of default or breach hereunder.




20.WAIVER.




No delay
or omission in the exercise of any right or remedy of Landlord upon any default
by Tenant shall impair such right or remedy or be construed as a waiver of such
default.  The receipt and acceptance by Landlord of delinquent Rent
shall not constitute a waiver of any other default: it shall constitute only a
waiver of timely payment for the particular Rent payment involved (excluding the
collection of a late charge or interest).




No act or
conduct of Landlord, including, without limitation, the acceptance of keys to
the Premises, shall constitute an acceptance of the surrender of the Premises by
Tenant before the expiration of the Term.  Only written
acknowledgement from Landlord to Tenant shall constitute acceptance of the
surrender of the Premises and accomplish a termination of this
Lease.




Landlord's
consent to or approval of any act by Tenant requiring Landlord's consent or
approval shall not be deemed to waive or render unnecessary Landlord's consent
to or approval of any subsequent act by Tenant.




Any
waiver by Landlord of any default must be in writing and shall not be a waiver
of any other default concerning the same or any other provision of this
Lease.




21.           SUBORDINATION
AND ATTORNMENT.




This
Lease is and shall be subject and subordinate to all ground or underlying leases
(including renewals, extensions, modifications, consolidations and replacements
thereof) which now exist or may hereafter be executed affecting the Building or
the land upon which the Building is situated, or both, and to the lien of any
mortgages or deeds of trust in any amount or amounts whatsoever (including
renewals, extensions, modifications, consolidations and replacements thereof)
now or hereafter placed on or against the Building or on or against Landlord's
interest or estate therein, or on or against any ground or underlying lease,
without the necessity of the execution and delivery of any further instruments
on the part of Tenant to effectuate such subordination.  Nevertheless,
Tenant covenants and agrees to execute and deliver upon demand, without charge
therefor, such further instruments evidencing such subordination of this Lease
to such ground or underlying leases, and to the lien of any such mortgages or
deeds of trust as may be required by Landlord.




Notwithstanding
anything contained herein to the contrary, if any mortgagee, trustee or ground
lessor shall elect that this Lease is senior to the lien of its mortgage, deed
of trust or ground lease, and shall give written notice thereof to Tenant, this
Lease shall be deemed prior to such mortgage, deed of trust or ground lease,
whether this Lease is dated prior or subsequent to the date of said mortgage,
deed of trust, or ground lease, or the date of the recording
thereof.




L
__________ T __________
 25


In the
event of any foreclosure sale, transfer in lieu of foreclosure or termination of
the lease in which Landlord is lessee, Tenant shall attorn to the purchaser,
transferee or lessor as the case may be, and recognize that party as Landlord
under this Lease, provided such party acquires and accepts the Premises subject
to this Lease.




Notwithstanding
that this Lease may be (or is made to be) superior to a mortgage, deed of trust
or other lien, the mortgagee shall not be liable for prepaid rentals, security
deposits and claims accruing during or with respect to Landlord’s ownership, any
amendment or modification made to this lease without its prior written consent
or any offsets or claims against Landlord; further provided that the provisions
of a mortgage, deed of trust or other lien relative to the right of the
mortgagee with respect to proceeds arising from an eminent domain taking
(including a voluntary conveyance by Landlord) and provisions relative to
proceeds arising from insurance payable by reason of damage to or destruction of
the Demised Premises shall be prior and superior to any contrary provisions
contained in this instrument with respect to the payment or usage
thereof.





Notwithstanding
Sections 19.7, 21 and 34 or any other provision of this Lease to the
contrary,Landlord
shall use its best efforts to obtain, prior to February 1, 2009 (the "SNDA
Delivery Date"), a subordination, non-disturbance and attornment agreement
("SNDA") from all current lenders on the Premises.  Landlord
represents and warrants to Tenant that, as of the date of execution of this
Lease, there are no deeds of trust, mortgages or other security interests
encumbering the Premises, except a mortgage in favor of KeyCorp Real Estate
Capital Markets, Inc. d/b/a KeyBank Real Estate Capital as Master Servicer for
Wells FargoBank,
N.A., as trustee for the registered Holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2006-C5("Current
Lender").  Such SNDA shall be mutually agreeable to Landlord, Tenant
and Current Lender, and ensure that, regardless of actions or defaults by the
Landlord or any other party, Tenant shall continue to enjoy all rights and
privileges conveyed in the Lease (so long as Tenant is not in default beyond any
applicable cure or grace periods of any terms and conditions of this
Lease).  If an SNDA is not entered into and delivered by Landlord, Current
Lender and Tenant on or before the SNDA Delivery Date, Landlord or Tenant shall
have the right, at either’s option, to terminate this Lease upon written
notice to the other party, and thereafter neither Landlord nor Tenant shall have
any further obligations under the Lease and Landlord shall immediately
return all sums previously paid by Tenant to Landlord, including but not
limited to any security deposit and prepaid rent, as well as the reimbursement
by Landlord to Tenant of any tenant improvements costs (which have actually been
incurred by Tenant up to a maximum of $750.00).  Notwithstanding any
provision herein to the contrary, the terms and
conditions herein pertaining to subordination of this Lease shall be
subject to the terms and conditions of the SNDA. Notwithstanding any provision
herein to the contrary, the Security Deposit due hereunder in the amount of
$9,483.87 and the first Monthly Installment of Base Rent (together with
applicable sales tax) in the amount of $8,175.75, shall not be payable by Tenant
to Landlord upon execution of this Lease but, so long as this Lease is not
terminated as provided in this paragraph above, shall be payable within two
(2) business days of the earlier of the following dates: (i) the date that the
SNDA is executed and delivered by the Current Lender, Landlord and Tenant or
(ii) February 1, 2009.




22.           TENANT
ESTOPPEL CERTIFICATES.




22.1           Landlord
Request for Estoppel Certificate.  Within ten (10)
business days after written request from Landlord, Tenant shall execute and
deliver to Landlord or Landlord's designee, in the form requested by Landlord, a
written statement certifying, among other things, (a) that this Lease is
unmodified and in full force and effect, or that it is in full force and effect
as modified and stating the modifications; (b) the amount of Base Rent and the
date to which Base Rent and  Additional Rent have been paid in
advance; (c) the amount of any security deposited with Landlord; and (d) that,
to Tenant’s knowledge, Landlord is not in default hereunder or, if Landlord is
claimed to be in default, stating the nature of any claimed
default.  Any such statement may be conclusively relied upon by a
prospective purchaser, assignee or encumbrancer of the Premises.




22.2           Failure
to Execute.  Tenant's failure
to execute and deliver such statement within the time required shall at
Landlord's election be conclusive upon Tenant that:  (a) this Lease is
in full force and effect and has not been modified except as represented by
Landlord; (b) there are no uncured defaults in Landlord's performance and that
Tenant has no right of offset, counter-claim or deduction against Rent and (c)
not more than one month's Rent has been paid in advance.




L
__________ T __________
 26


23.NOTICE.




Notice
shall be in writing and shall be deemed duly served or given if personally
delivered, sent by certified or registered U.S. Mail, postage prepaid with a
return receipt requested, or sent by overnight courier service, fee prepaid with
a return receipt requested, as follows:  (a) if to Landlord, to
Landlord's Address for Notice with a copy to the Building manager, and (b) if to
Tenant, to Tenant's Mailing Address; provided, however, after the Commencement Date,Notices to Tenant shall
be deemed duly served or given if delivered or sent to Tenant at the
Premises.  Landlord and Tenant may from time to time by Notice to the
other designate another place for receipt of future
Notice.  Notwithstanding anything contained herein to the contrary,
when an applicable State statute requires service of Notice in a particular
manner, service of that Notice in accordance with those particular requirements
shall replace rather than supplement any Notice requirement set forth in the
Lease.






24.           TRANSFER
OF LANDLORD'S INTEREST.




In the
event of any sale or transfer by Landlord of the Premises, Building or Project,
and assignment of this Lease by Landlord, Landlord shall be and is hereby
entirely freed and relieved of any and all liability and obligations contained
in or derived from this Lease arising out of any act, occurrence or omission
relating to the Premises, Building, Project or Lease occurring after the
consummation of such sale or transfer, provided the purchaser shall expressly
assume all of the covenants and obligations of Landlord under this
Lease.  This Lease shall not be affected by any such sale and Tenant
agrees to attorn to the purchaser or assignee provided all of Landlord's
obligations hereunder are assumed by such transferee.  If any security
deposit or prepaid Rent has been paid by Tenant, Landlord shall transfer the
security deposit or prepaid Rent to Landlord's successor and upon such transfer,
Landlord shall be relieved of any and all further liability with respect
thereto.






25.           SURRENDER
OF PREMISES.




25.1           Clean and
Same Condition.  Upon the Expiration Date or earlier termination of this Lease, Tenant
shall peaceably surrender the Premises to Landlord clean and in the same
condition as when received, except for (a) reasonable wear and tear, (b) loss by
fire or other casualty, and (c) loss by condemnation.  Tenant shall
remove Tenant's Property no later than the Expiration Date.  If Tenant
is required by Landlord to remove any additions, alterations, or
improvements  under Section 12.2, Tenant shall complete
such removal no later than the Expiration Date.  Any damage to the
Premises, including any structural damage, resulting from removal of any
addition, alteration, or improvement made pursuant to Section 12.2 and/or from Tenant's use or
from the removal of Tenant's Property pursuant to Section 13.2 shall be repaired (in
accordance with Landlord's reasonable direction) no later than the Expiration
Date by Tenant at Tenant's sole cost and expense.  On the Expiration
Date, Tenant shall surrender all keys to the Premises.




25.2           Failure
to Deliver Possession.  If Tenant fails
to vacate and deliver possession of the Premises to Landlord on the expiration
or sooner termination of this Lease as required, Tenant shall indemnify, defend
and hold Landlord harmless from all claims, liabilities and damages resulting
from Tenant's failure to vacate and deliver possession of the Premises,
including, without limitation, claims made by a succeeding tenant resulting from
Tenant's failure to vacate and deliver possession of the Premises and rental
loss which Landlord suffers.




25.3           Property
Abandoned.  If Tenant
abandons or surrenders the Premises, or is dispossessed by process of law or
otherwise, any of Tenant's Property left on the Premises shall be deemed to be
abandoned, and, at Landlord's option, title shall pass to Landlord under this
Lease as by a bill of sale. If Landlord elects to remove all or any part of such
Tenant's Property, the cost of removal, including repairing any damage to the
Premises or Building caused by such removal, shall be paid by
Tenant.




26.           HOLDING
OVER.




L
__________ T __________
 27


Tenant
shall not occupy the Premises after the Expiration Date without Landlord's
consent.  If after expiration of the Term, Tenant remains in
possession of the Premises with Landlord's permission (express or implied),
Tenant shall become a tenant from month to month only upon all the provisions of
this Lease (except as to the term and Monthly
Installments ofBase
Rent).  Monthly Installments of Base Rent payable by Tenant during
this period shall be increased to one hundred fifty percent (150%) of the
Monthly Installments of Base Rent payable by Tenant in the final month of the
Term.  The tenancy may be terminated by either party, effective on the
last day of a month, by delivering a Notice to the other party at least fifteen
(15) days prior thereto. Nothing contained in this Section 26 shall be construed to limit or constitute a
waiver of any other rights or remedies available to Landlord pursuant to this
Lease or at law.






27.           RULES
AND REGULATIONS.




Tenant
agrees to comply with (and cause its agents, contractors, employees and invitees
to comply with) the rules and regulations attached hereto as Exhibit "E" and with
such reasonable modifications thereof and additions thereto as Landlord may from
time to time make.  Landlord agrees to enforce the rules and
regulations uniformly against all tenants of the Project.  Landlord
shall not be liable, however, for any violation of said rules and regulations by
other tenants or occupants of the Building or Project.Any rules or regulations enacted by Landlord, including
without limitation the rules or regulations attached as “Exhibit E” and any
rules or regulations adopted after the Effective Date of this Lease, shall (i)
not be inconsistent with this Lease, and if inconsistent, this Lease shall
govern and control, and (ii) be reasonable and nondiscriminatory among all of
the tenants of the Project and be enforced and applied to Tenant and all other
tenants in the Project in a non-discriminatory fashion,and (iii) shall
not in any event cause any material increase in Tenant’s liabilities or
obligations under this Lease.






28.           CERTAIN
RIGHTS RESERVED BY LANDLORD.




Landlord
reserves the following rights, exercisable without (a) liability to Tenant for
damage or injury to property, person or business; (b) being found to have caused
an actual or constructive eviction from the Premises; or (c) being found to have
disturbed Tenant's use or possession of the Premises.




28.1           Name.  To name the
Building and Project and to change the name or street address of the Building or
Project.




28.2           Signage. To install and maintain
all signs on the exterior of the Building and Project.




28.3           Access.  To have pass keys
to the Premises and all doors within the Premises, excluding Tenant’s files,
vaults and safes.




28.4           Physical
Changes.  To stripe or
re-stripe, re-surface, enlarge, change the grade or drainage of and control
access to the parking lot; to assign and reassign spaces for the exclusive or
nonexclusive use of tenants (including Tenant); and to locate or relocate
parking spaces assigned to Tenant.




28.5           Inspection. At any time during the Term,
and on prior telephonic notice to Tenant, except in the case of an emergency, to
inspect the Premises, and to show the Premises to any person having an existing
or prospective interest in the Project or Landlord, and during the last six
months of the Term, to show the Premises to prospective tenants
thereof.




28.6           Entry.Toenter the Premises for the purpose of making
inspections, repairs, alterations, additions or improvements to the Premises or
the Building (including, without limitation, checking, calibrating, adjusting or
balancing controls and other parts of the HVAC system), and to take all steps as
may be necessary or desirable for the safety, protection, maintenance or
preservation of the Premises or the Building or Landlord's interest therein, or
as may be necessary or desirable for the operation or improvement of the
Building or in order to comply with laws, orders or requirements of governmental
or other authority.  Landlord agrees to use its best efforts (except
in an emergency) to minimize interference with Tenant's business in the Premises
in the course of any such entry.




L
__________ T __________
 28


28.7           Common
Area Regulation.  To exclusively
regulate and control use of the Common Area.




Except as otherwise provided herein, Landlord shall take
no action, nor make any renovations or reconfigurations of the Common Area that
would permanently (i) reduce or have a materially adverse affect on the parking
areas upon which tenant relies for operating its business, (ii) breach the
covenant of quiet enjoyment set forth in Section 34, (iii) interfere
with Tenant’s access to the Premises or the parking areas serving the Premises,
or (iv) cause noise, fumes, debris, vibrations or other similar conditions that
would materially affect Tenant’s use, enjoyment or business operations at the
Premises, except during time when Landlord
is making repairs or improvements.






29.           ADVERTISEMENTS
AND SIGNS.




Tenant
shall not affix, paint, erect or inscribe any sign, projection, awning, signal
or advertisement of any kind to any part of the Premises, Building or Project,
including without limitation the inside or outside of windows or doors, without
the prior written consent of Landlord.  Landlord shall have the right
to remove any signs or other matter installed without Landlord's permission,
without being liable to Tenant by reason of such removal, and to charge the cost
of removal to Tenant as Additional Rent hereunder, payable within ten (10) days
of written demand by Landlord. Notwithstanding the foregoing, Tenant shall be
permitted to install, at Tenant’s expense and subject to governmental permitting
and code requirements, one on-building sign as reasonably approved by Landlord
and in accordance with Landlord’s sign criteriaattached asExhibit
“C”.






30.INTENTIONALLY DELETED.






31.           GOVERNMENT
ENERGY OR UTILITY CONTROLS.




In the
event of imposition of federal, state or local government controls, rules,
regulations, or restrictions on the use or consumption of energy or other
utilities (including telecommunications) during the Term, both Landlord and
Tenant shall be bound thereby.  In the event of a difference in
interpretation by Landlord and Tenant of any such controls, the interpretation
of Landlord shall prevail and Landlord shall have the right to enforce
compliance therewith, including the right of entry into the Premises to effect
compliance.






32.           FORCE
MAJEURE.




Any
prevention, delay or stoppage of work to be performed by Landlord or Tenant
which is due to strikes, labor disputes, inability to obtain labor, materials,
equipment or reasonable substitutes therefor, acts of God, governmental
restrictions or regulations or controls, judicial orders, enemy or hostile
government actions, civil commotion, fire or other casualty, or other causes
beyond the reasonable control of the party obligated to perform hereunder, shall
excuse performance of the work by that party for a period equal to the duration
of that prevention, delay or stoppage.  Nothing in this
Section 32 shall excuse or delay
Tenant's obligation to pay Rent or other charges under this Leaseor excuse or delay Landlord’s obligation to timely
deliver possession of the Premises with landlord’s Work completed in accordance
with Section 12 hereof.






33.           BROKERAGE
FEES.




Each of Landlord and Tenant warrant and represent to the
otherthat
it has not dealt with any real estate broker or agent in connection with this
Lease or its negotiation except the Listing and Leasing Agent(s) set forth in
Section 2.7 of this Lease and Betsy Owens, with Cushman & Wakefield(collectively, the “Broker”).  The Brokers
shall be entitled to a commission payable by Landlord pursuant to separate
agreement.  Each of Landlord and Tenant, as applicable,shall indemnify, defend
and hold the otherharmless from any cost,
expense or liability (including costs of suit and reasonable attorneys' fees)
for any compensation, commission or fees claimed by any other real estate broker
or agent in connection with this Lease or its negotiation by reason of any act
of the indemnifying party.






34.           QUIET
ENJOYMENT.




L
__________ T __________
 29


Tenant,
upon payment of Rent and performance of all of its obligations under this Lease,
shall peaceably, quietly and exclusively enjoy possession of the Premises
without unwarranted interference by Landlord or anyone acting or claiming
through Landlord, subject to the terms of this Lease and to any mortgage, lease,
or other agreement to which this Lease may be subordinate.






35.           TELECOMMUNICATIONS.




35.1           Telecommunications
Companies.  Tenant and its
agents and/or service providers shall have no right of access to the Project for
the installation and operation of telecommunications lines and systems for any
of Tenant's telecommunications within or from the Building to any other location
without Landlord's prior written consent, which shall not be unreasonably
withheld,conditioned or
delayed.  However, Landlord’s consent shall not be required
where the equipment being installed, repaired or maintained is not located in an
area in which any telecommunications lines or equipment of any other tenant or
of Landlord are located.  Landlord's approval of, or requirements
concerning, the lines or any equipment related thereto, the plans,
specifications or designs related thereto, the contractor or subcontractor, or
the work performed hereunder, shall not be deemed a warranty as to the adequacy
thereof, and Landlord hereby disclaims any responsibility or liability for the
same.  Landlord disclaims all responsibility for the condition or
utility of the intra--building cabling network
(“ICN”) and makes no representation
regarding the suitability of the ICN for Tenant's intended use.Per Tenant’s request, Landlord is agreeing to keep prior
tenant’s telecommunications lines in the building.




35.2           Tenant’s
Obligations.  If at any time
the point of demarcation for Tenant's telecommunications equipment in Tenant's
telephone equipment room or other location is relocated to some other point,
whether by operation of law or otherwise, upon Landlord's election, Tenant
shall, at Tenant's sole expense and cost:  (1) within thirty (30) days
after notice is first given to Tenant of Landlord's election, cause to be
completed by an appropriate telecommunications engineering entity approved in
advance in writing by Landlord, all details of the telecommunications lines
serving Tenant in the Building which details shall include all appropriate
plans, schematics, and specifications; and (2) if Landlord so elects,
immediately undertake the operation, repair and maintenance of the
telecommunications lines serving Tenant in the Building; and (3) upon the
termination of the Lease for any reason, or upon expiration of the Lease,
immediately effect the complete removal of all or any portion or portions of the
telecommunications lines serving Tenant in the Building and repair any damage
caused thereby (to Landlord's reasonable satisfaction).




Prior to
the commencement of any alterations, additions, or modifications to the
telecommunications lines serving Tenant in the Building, except for minor
changes, Tenant shall first obtain Landlord's prior written consent by written
request accompanied by detailed plans, schematics, and specifications showing
all alterations, additions and modifications to be performed, with the time
schedule for completion of the work, which consent
shall not be unreasonably withheld, conditioned or delayed.




35.3           Indemnification.  Tenant shall
indemnify, defend and hold harmless Landlord and its employees, agents, officers
and directors from and against any claims, demands, penalties, fines,
liabilities, settlements, damages, costs, or expenses of any kind or nature,
known or unknown, contingent or otherwise, arising out of or in any way related
to the acts and omissions of Tenant, Tenant's officers, directors, employees,
agents, contractors, subcontractors, subtenants and invitees with respect to (1)
any telecommunications lines serving Tenant in the Building; (2) any bodily
injury (including wrongful death) or property damage (real or personal) arising
out of or related to any telecommunications lines serving Tenant in the
Building; (3) any lawsuit brought or threatened, settlement reached, or
governmental order relating to such telecommunications lines; (4) any violations
of laws, orders, regulations, requirements, or demands of governmental
authorities, or any reasonable policies or requirements of Landlord, which are
based upon or in any way related to such telecommunications lines, including,
without limitation, attorney and consultant fees, court costs and litigation
expenses.  This indemnification and hold harmless agreement will
survive this Lease.  Under no circumstances shall Landlord be liable
for interruption in telecommunications services to Tenant or any other entity
affected, for electrical spikes or surges, or for any other cause whatsoever,
whether by Act of God or




L
__________ T __________
 30


otherwise,
even if the same is caused by the ordinary negligence of Landlord, Landlord's
contractors, subcontractors, or agents or other tenants, subtenants, or their
contractors, subcontractors, or agents.




35.4           Landlord’s
Operation.  Notwithstanding
anything contained herein to the contrary, if the point of demarcation is
relocated, Landlord may, but shall not be obligated to, undertake the operation,
repair and maintenance of telecommunications lines and systems in the
Building.  If Landlord so elects, Landlord shall give Notice of its
intent to do so, and Landlord shall, based on Landlord's sole business
discretion, make such lines and systems available to tenants of the Building
(including Tenant) in the manner it deems most prudent.  Landlord may
include in Operating Expenses all or a portion of the expenses related to the
operation, repair and maintenance of the telecommunications lines and
systems.






36.           MISCELLANEOUS.




36.1           Accord
and Satisfaction; Allocation of Payments.  No payment by
Tenant or receipt by Landlord of a lesser amount than the Rent provided for in
this Lease shall be deemed to be other than on account of the earliest due Rent,
nor shall any endorsement or statement on any check or letter accompanying any
check or payment as Rent be deemed an accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlord's right to recover
the balance of the Rent or pursue any other remedy provided for in this
Lease.  In connection with the foregoing, Landlord shall have the
absolute right in its sole discretion to apply any payment received from Tenant
to any account or other payment of Tenant then not current and due or
delinquent.




36.2           Addenda.  If any provision
contained in an addendum to this Lease is inconsistent with any other provision
herein, the provision contained in the addendum shall control, unless otherwise
provided in the addendum.




36.3           Attorney’s
Fees.  If any action or
proceeding is brought by either party against the other pertaining to or arising
out of this Lease, the finally prevailing party (i.e., the party that recovers
the greater relief as a result of the action or proceeding) shall be entitled to
recover all costs and expenses, including reasonable attorneys' fees, incurred
on account of such action or proceeding.




36.4           Captions
and Section Numbers.  The captions
appearing in the body of this Lease have been inserted as a matter of
convenience and for reference only and in no way define, limit or enlarge the
scope or meaning of this Lease.  All references to Section numbers
refer to Sections in this Lease.




36.5           Changes
Requested by Lender.  Neither Landlord
nor Tenant shall unreasonably withhold its consent to changes or amendments to
this Lease requested by the lender on Landlord’s interest, so long as such
changes do not alter the basic business terms of this Lease or otherwise
materially diminish any rights or materially increase any obligations of the
party from whom consent to such change or amendment is requested.




36.6           Choice of
Law.  This Lease shall
be construed and enforced in accordance with the Laws of the State.




36.7           Consent.  Notwithstanding
anything contained in this Lease to the contrary, Tenant shall have no claim,
and hereby waives the right to any claim against Landlord for money damages, by
reason of any refusal, withholding or delaying by Landlord of any consent,
approval or statement of satisfaction, and, in such event, Tenant’s only
remedies therefore shall be an action for specific performance, injunction or
declaratory judgment to enforce any right to such consent, approval or statement
of satisfaction.




36.8           Authority.  If Tenant is not
an individual signing on his or her own behalf, then Tenant represents and
warrants that the individual signing this Lease on
behalf ofTenantis duly authorized
to execute and deliver this Lease on behalf of Tenant, and that this Lease is binding on Tenant
in accordance with its terms.  Tenant shall, at Landlord's request,
deliver a certified copy of a resolution of its board of directors,




L
__________ T __________
 31


if Tenant
is a corporation, or other memorandum of resolution if Tenant is a limited
partnership, general partnership or limited liability entity, authorizing such
execution.




36.9           Waiver of
Right to Jury Trial.  Landlord and
Tenant hereby waive their respective rights to a trial by jury of any claim,
action, proceeding or counterclaim by either party against the other on any
matters arising out of or in any way connected with this Lease, the relationship
of Landlord and Tenant, and/or Tenant's Use or occupancy of the Premises,
Building or Project (including any claim of injury or damage or the enforcement
of any remedy under any current or future laws, statutes, regulations, codes or
ordinances).




36.10           Counterparts.  This Lease may be
executed in multiple counterparts, all of which shall constitute one and the
same Lease.




36.11           Execution
of Lease; No Option.  The submission of
this Lease to Tenant shall be for examination purposes only and does not and
shall not constitute a reservation of or option for Tenant to Lease, or
otherwise create any interest of Tenant in the Premises or any other premises
within the Building or Project.  Execution of this Lease by Tenant and
its return to Landlord shall not be binding on Landlord, notwithstanding any
time interval, until Landlord has in fact signed and delivered this Lease to
Tenant.




36.12           Furnishing
of Financial Statements; Tenant's Representations. In order to induce Landlord
to enter into this Lease, Tenant agrees that it shall promptly furnish Landlord,
from time to time, upon Landlord's written request, financial statements
reflecting Tenant's current financial condition.  Tenant represents
and warrants that all financial statements, records and information furnished by
Tenant to Landlord in connection with this Lease are true, correct and complete
in all respects.




36.13           Further
Assurances.  The parties agree
to promptly sign all documents reasonably requested to give effect to the
provisions of this Lease.




36.14           Prior
Agreements; Amendments.  This Lease and
the schedules and addenda attached, if any, form a part of this Lease together
with the rules and regulations set forth on Exhibit "E" attached
hereto, and set forth all the covenants, promises, assurances, agreements,
representations, conditions, warranties, statements, and understandings (“Representations”) between Landlord and Tenant
concerning the Premises and the Building and Project, and there are no
Representations, either oral or written, between them other than those in this
Lease.




This
Lease supersedes and revokes all previous negotiations, arrangements, letters of
intent, offers to lease, lease proposals, brochures, representations, and
information conveyed, whether oral or in writing, between the parties hereto or
their respective representatives or any other person purporting to represent
Landlord or Tenant.  Tenant acknowledges that it has not been induced
to enter into this Lease by any Representations not set forth in this Lease, and
that it has not relied on any such Representations.  Tenant further
acknowledges that no such Representations shall be used in the interpretation or
construction of this Lease, and that Landlord shall have no liability for any
consequences arising as a result of any such Representations.




Except as
otherwise provided herein, no subsequent alteration, amendment, change, or
addition to this Lease shall be binding upon Landlord or Tenant unless it is in
writing and signed by each party.




36.15           Recording.  Tenant shall not
record this Lease without the prior written consent of
Landlord.  Tenant, upon the request of Landlord, shall execute and
acknowledge a short form memorandum of this Lease for recording
purposes.




36.16           Severability.  A final
determination by a court of competent jurisdiction that any provision of this
Lease is invalid shall not affect the validity of any other provision, and any
provision so determined to be invalid shall, to the extent possible, be
construed to accomplish its intended effect.




L
__________ T __________
 32


36.17           Successors
and Assigns.  This Lease shall
apply to and bind the heirs, personal representatives, and successors and
assigns of the parties.




36.18           Time of
the Essence.  Time is of the
essence of this Lease.




36.19           Radon
Gas.  Radon is a
naturally occurring radioactive gas that, when it has accumulated in a building
in certain quantities, may present health risks to people who are exposed to it
over time. Levels of radon that exceed federal and state guidelines have been
found in buildings in Florida. Additional information regarding radon and radon
testing may be obtained from your county health department. Landlord makes no
representations or warranties as to the existence or non-existence of radon gas
in the Premises or Building.




36.20           Multiple
Parties.  Except as
otherwise expressly provided herein, if more than one person or entity is named
herein as either Landlord or Tenant, the obligations of such multiple parties shall be the joint and several
responsibility of all persons or entities named herein as such Landlord or
Tenant.




36.21           Consent
to Press Release.  Landlord may,
after the Lease is fully executed, issue a press release containing the
following information:  (i) Tenant’s name and the nature of Tenant’s
business; (ii) the Term; (iii) the square footage leased and the Building name
and location; (iv) the name of the brokers who represented Landlord and Tenant;
and (v) such other general information as may be customarily included in similar
press releases.  Tenant hereby requests the right to review and
approve the content and timing of any such press release prior to its release to
the extent that it contains information relating to the nature of Tenant’s
business and general information relating to the Tenant other than the leasing
of the Premises. Landlord acknowledges that Tenant may be required to file
certain public forms with certain governmental agencies (including the
Securities and Exchange Commission) related to the execution of and other
matters concerning this lease; and that Tenant may be required to attach this
Lease as an exhibit to certain public filings.




37.           OPTION TO
EXTEND.




Provided
that Tenant is not in default of this Lease beyond any applicable cure or grace
period, Tenant (and any permitted assignee of Tenant) shall have the option to
renew the Term of the Lease beyond the Expiration Date(the “Extension Option”), for a three (3) year
period (the“Extended Term”) by
giving written notice to Landlord of its intent to exercise the Extension Optionat least one hundred
twenty (120) days before the Expiration Date(the “Extension Option Notice”).




AnnualBase Rent for the
Extended Term shall be the then prevailing market rate for comparable space but
in no event shall the AnnualBase Rent for the
Extended Term be less than theAnnual Base Rent existing on the Expiration
Date.




The
parties shall have thirty (30) days after Landlord receives the Extension Option Noticein which to agree on
AnnualBase Rent during the Extended
Term.  If the parties agree on theAnnualBase Rent for the
Extended Term during that period, they shall immediately execute an amendment to
this Lease stating the AnnualBase
Rent.




If the
parties are unable to agree on the AnnualBase Rent for the Extended Term within that period, the Extension Option Noticeshall be of no effect
and this Lease shall expire at the end of the originalTerm.  Neither party to this
Lease shall have the right to have a court or other third party set the AnnualBase Rent.




Except
for a permitted assignment, this
ExtensionOption is granted
by Landlord to Tenant and is personal to Galaxy Nutritional Foods, Inc., and
shall not be exercised or assigned, voluntarily or involuntarily, by or to
anyone other than it, except in the event of a permitted
assignment.  Any assignments of this ExtensionOption, other than a permitted
assignment, without Landlord’s prior written consent shall be void and, at
Landlord’s election, shall constitute a default hereunder.




L
__________ T __________
 33







38.           TERMINATION
OPTION.




Provided
that Tenant is not in default of any provisions of the Lease beyond any
applicable cure period at the time of exercise, Tenant, including any permitted
assignee of Tenant, shall have an option to terminate the Lease any time within
the first twelve (12) months from the commencement date of the Lease; provided
Tenant has delivered written notice of its intent to terminate on or before one
hundred twenty (120) days prior to the projected termination
date.  This termination option within the first twelve months from the
commencement date of the Lease shall not require the payment of any penalty,
rents, commissions or any other fees and Tenant shall not be obligated to pay
Landlord any termination fee penalty or other consideration for such early
termination and this lease shall terminate on the projected termination date
specified by Tenant in its notice. In the event Tenant does not provide written
notice of its intent to terminate within the stipulated time period, the option
to terminate shall be null and void and of no further force and
effect.




Provided
that Tenant is not in default of any provisions of the Lease beyond any
applicable cure period at the time of exercise, Tenant, including any permitted
assignee of Tenant, shall have an additional one-time option to terminate the
Lease at the end of the thirty-sixth (36th) month
from the commencement date of the Lease; provided Tenant has delivered written
notice of its intent to terminate on or before one hundred eighty (180) days
prior to the end of the thirty-sixth (36th) month of the
Lease.  The written notice shall be accompanied by a check in the
amount of three (3) months Base Rent plus the unamortized costs of the brokerage
commission.  In the event Tenant does not provide written notice of
its intent to terminate accompanied by a check for the stated amount within the
stipulated time period, the option to terminate shall be null and void and of no
further force and effect.









[EXECUTION PAGE FOLLOWS]














L
__________ T __________
 34


IN WITNESS WHEREOF, the
parties hereto have executed this Lease as of the date first set forth on Page
one.




LANDLORD:





LAKE POINT BUSINESS PARK, LLC,




aMarylandlimited
liability company




__/s/ Donald R.
Drew______________________                                                                                     Witness:


By:        DONALD R. DREW


Its: Managing
Member                                                                                         Witness:








TENANT:





GALAXY NUTRITIONAL FOODS, INC.,




aDelawarecorporation




___/s/ Michael E.
Broll_____________________                                                                                     Witness:


By: Michael E. Broll


Its:President andChiefExecutiveOfficer                                                                                               Witness:


























































L
__________ T __________
 35


EXHIBIT
“A”









FLOOR
PLAN









































EXHIBIT
“B”




SITE
PLAN

































































































EXHIBIT
“C”




Tenant
Signage




































































































Exhibit
D









Work
Letter




Landlord
shall not be required to provide any improvements to the Premises other than the
improvements listed in the following paragraph. Tenant has fully inspected the
Premises, is fully familiar with the condition thereof and agrees to take
possession of the same in their present, “AS IS” condition. Tenant shall perform
all necessary or desirable work in connection with preparing the Premises for
its initial occupancy at its sole cost and expense and in conformity to the
requirements contained in this Lease. No promise of the Landlord to alter,
remodel or improve the Premises or the Building and no representation respecting
the condition or the Premises have been made by the Landlord to the
Tenant.





The
Landlord agrees to provide the following improvements:





1.        Landlord
agrees to replace stained or damaged ceiling tiles throughout the
premises.





Tenant’s Construction
Obligations. Tenant may perform Tenant’s Work to the Premises as
described in this Exhibit “D” and shall comply with all of the provisions of
Section 12.2.  Tenant’s Work shall include the right of Tenant, at Tenant’s
sole cost and expense, to modify as follows:




1.
            Converting
      the back 34' x 15' storage room into a test kitchen that will need,bothplumbing
      and drainage for a sink, ventilation for a stove/oven, electrical upgrade
      to support certain test equipment.






2.
            Adding
      a wall with doorway dividing what was the 17' x 29'-6" video conferencing
      room.






3.
            Extension
      of the walls in both the 12' x 13'-6" and 11' x 12'-6" open reception
      type areas on both the left and right side of the
    layout.






4.
            Adding
      an additional stall in the men's
room.






5.
            Converting
      the glass wall in the 14'-6" x 11' second office, left of the reception
      area, to a hard wall with doorway.






6.
            Partition
      from view the riser in the 12'-6" x 16'-6" right back corner
      office.






7.
            Repaint
      the interior.






8.
            Repair/replace
      any damaged drywall, molding, floor tile or carpeting throughout the
      premises.






9.
            Replacing,
      adding to or modifying the building’s current security
    system.




Notwithstanding
any provision herein to the contrary, during the Term, Tenant, at Tenant’s sole
cost and expense, shall have the right (but not the obligation) to construct and
install in the Building the R&D Use facilities and related improvements as
described in Section 2.17. In connection with the R&D Use, Tenant shall have
the right to ventilate kitchen equipment in the R&D Use facilities. Landlord
agrees to cooperate with the Tenant and its contractors to expedite Tenant’s
Work and the installation of the R&D Use facilities at the Building,
including but not limited to providing available drawings, plans and CADD files
to Tenant and its contractors, if available and at no cost to the Landlord.
Landlord shall receive no fees directly or indirectly for any of Tenant’s Work
or the installation of the R&D Use facilities. Tenant shall have the right
at any time during the Term to retain its own general contractors and
subcontractors for Tenant’s Work and installation of the R&D Use
Facilities.











EXHIBIT
E









LAKE POINT BUSINESS PARK I,
H & Ill




RULES AND
REGULATIONS




1.
            The
      sidewalk, entries and driveways of the Project shall not be obstructed by
      Tenant or its agents or used by them for any purpose other than ingress
      and egress to and from the
Premises.




2.
            Tenant
      shall not place any objects, including antennas, outdoor furniture, etc.,
      in the parking areas, landscaped areas or other areas outside of its
      Premises, or on the roof of the
Project.




3.
            Except
      for seeing-eye dogs, no animals shall be allowed in the offices, halls,
      warehouses or corridors in the
Project.




4.
            Tenant
      shall not disturb the occupants of the Project or adjoining buildings by
      the use of any radio or musical instrument or by the making of loud or
      objectionable noises.




5.
            If
      Tenant desires telegraphic, telephonic or other electric connections on
      the Premises, Landlord or its agents will direct the electrician as to
      where and how wires may be introduced; and, without such direction, no
      boring or cutting or splicing of wires will be permitted. Any such
      installation or connection shall be made at Tenant’s
    expense.




6.
            Tenant
      shall not install or operate any steam or gas engine or holler, or other
      mechanical apparatus in the Premises, except as specifically approved in
      the Lease. The use of oil, gas or inflammable liquids for heating,
      lighting or any other purpose is expressly prohibited. Explosives or
      Hazardous Material shall not be brought into the Project, except in
      accordance with the terms of the
Lease.




7.
            Parking
      any type of recreational vehicles is specifically prohibited on or about
      the Project Except for the overnight parking of operative vehicles, no
      vehicle of any type shall be stored in the parking areas at any time. In
      the event that a vehicle is disabled, it shall be removed within 48 hours.
      There shall he no “For Sale” or other advertising signs on or shout any
      parked vehicle. All vehicles shall be parked in the designated parking
      areas in conformity with all signs and other markings. All parking will be
      open parking, and no reserved parking, numbering or lettering of
      individual spaces will be permitted except as specified by
      Landlord.




8.
            Tenant
      shall maintain the Premises free from rodents, insects and other
      pests.




9.
            Landlord
      reserves the right to exclude or expel from the Project any person who, in
      the sole judgment of Landlord, is intoxicated or under the influence of
      liquor or drugs, or who shall in any manner do any act in violation of the
      Rules and Regulation of the
Project.




10.
            Tenant
      shall not cause any unnecessary labor by reason of Tenant’s carelessness
      or indifference in the preservation of good order and cleanliness.
      Landlord shall not be responsible to Tenant for any loss of property on
      the Premises, however occurring, or for any damage done to the effects of
      Tenant by the janitors or any other employee or
  person.




11.
            Tenant
      shall give Landlord prompt notice of any defects in the water, lawn
      sprinkler, sewage, gas pipes, electrical lights and fixtures, bearing
      apparatus, or any other service equipment affecting the
      Premises.




12.
            Tenant
      shall not permit storage outside the Premises, including without
      limitation, outside storage of trucks and other vehicles or dumping of
      waste or refuse or permit any harmful materials to be placed in any
      drainage system or sanitary system in or about the
    Premises.




13.
            All
      movable trash receptacles provided by the trash disposal firm for the
      Premises must be kept in trash enclosure areas, if any, provided for that
      purpose.




14.
            No
      sale or auction (public or private) will be permitted on the premises or
      the Project







15.
            No
      awnings shall be place over the window of the premises except with the
      prior written consent of Landlord.




16.
            The
      Premises shall not be used for lodging, sleeping or cooking or for any
      immoral, illegal purpose or for any purpose other than that specified in
      the Lease. No gaming devices shall be operated in the
      Premises.




17.
            Tenant
      shall ascertain from Landlord the maximum amount of electrical current
      that can safely he used in the
premises.




18.
            Tenant
      assumes full responsibility for protecting the Premises from theft,
      robbery and pilferage.




19.
            Tenant
      shall not install or operate in the Premises any machinery or mechanical
      devices of nature not directly related to Tenant’s ordinary use of the
      Premises and shall keep all such mach free of vibration, noise and air
      waves, which may be transmitted beyond the
  Premises.











































































































EXHIBIT “F”




SCHEDULE OF EXCLUSIONS FROM OPERATING
EXPENSES




Operating Expenses shall exclude costs and expenditures
in the following categories:




(a)Costs of decorating, redecorating, or special cleaning
or other services not provided on a regular basis to tenants of the Project
including renovating or otherwise improving or decorating, painting or
redecorating space for tenants, other occupants or vacant
space;




(b)Wages, salaries, fees and fringe benefits for executive
management personnel above the level of Area Manager, Senior Property Manager or
Property Manager that are not handling the day-to-day management of the
property;




(c)Any charge for depreciation of the Project or portion
thereof or equipment and any interest or other financing
charge;




(d)Any charge for Landlord's income, taxes, excess profit
taxes, franchise taxes or similar taxes on Landlord's business, including but
not limited to the following taxes:




1.Inheritance
Taxes




2.Gift
Taxes




3.Transfer
Taxes




4.Franchise
Taxes




5.Excise
Taxes




6.Net Income
Taxes




7.Profit
Taxes




8.Capital
Levies




9.Late Payment Charges and
      Penalties




10.Intangible
taxes




*
Operating expenses shall include all items contained on the tax bill and all
other non Ad-Valorem assessments made by any government entity.




(e)All costs relating to activities for the solicitation of
leases of space in the Project including leasing commissions, attorneys' fees,
costs and disbursements and other expenses incurred in connection with
negotiations, disputes or litigation with tenants, other occupants, other
parties or prospective Tenants and advertising and promotional expenditures and
any concessions including but not limited to rent abatement or construction of
improvements;




(f)All costs for which Tenant or any other tenants in the
Project are being charged other than pursuant to the Operating Expense clauses
including Landlord's costs of electricity and other services and materials
furnished the tenants and for which Landlord is entitled to be reimbursed by
tenant(s) as an additional charge or rental over and above the base rent payable
under the lease with such tenant and all items and services for which any tenant
reimburses Landlord or pays a third person;







(g)The
cost of separate metering and/or tap in charges for utilities for other tenants
of Project;




(h)The cost of correcting defects in the construction of
the Project or in the Project equipment, except that conditions (not occasioned
by construction defects) resulting from ordinary wear and tear will not be
deemed defects for the purpose of this category;




(i)The cost of any repair made by Landlord because of the
total or partial destruction of the Project or the condemnation of a portion of
the Project including repairs or other work occasioned by fire, windstorm or
other insurable casualty of any nature or by the exercise of the right of
eminent domain to the extent of the actual insurance or condemnation proceeds
received by Landlord therefore;




(j)Any increase in insurance premium to the extent that
such increase is caused or attributable to the use, occupancy or act of another
tenant of the Project;




(k)The cost of any items for which Landlord is actually
reimbursed by insurance or otherwise actually compensated by parties other than
tenants of the Project pursuant to clauses similar to this
Section;




(l)The cost of any repairs, alterations, additions,
changes, replacements, and other items which under generally accepted accounting
principles are properly classified as capital expenditures or capital
improvements, except to the extent included under Section 6(c)
above;




(m)Any operating expense representing an amount paid to a
related corporation, entity or person which is in excess of the amount which
would be paid in the absence of such relationship including overhead and profit
increments paid to subsidiaries or affiliates of Landlord for services on or to
the Property if such services are priced above market rates;




(n)The cost of tools and equipment used initially in the
construction of the Project.




(o)The cost of any work or service performed for or
facilities furnished to any tenant of the Project to a greater extent or in a
manner more favorable to such tenant than that performed for or furnished to
Tenant;




(p)The cost of alterations of space in the Project leased
to other tenants;




(q)The cost of overtime or other expense to Landlord in
curing its defaults or performing work expressly provided in this Lease to be
borne at Landlord's expense including costs incurred due to a violation by
Landlord or any tenant of the terms and conditions of any lease and costs
incurred due to any violation by Landlord or any tenant other than Tenant of any
applicable governmental code, regulation, and/or rule including any costs
incurred in connection with the Landlord's compliance with any applicable
governmental rules or codes;




(r)Except as provided in Section 6(c), depreciation
amortization, and interest payments on any encumbrances on the Project and the
cost of capital improvements, additions, or replacements.




(s)Ground rent or similar payments to a ground lessor;




(t)The cost of removal, abatement, or treatment of asbestos
or any other hazardous substance or gas;




(u)Expenses and/or concessions in connection with services
or other benefits of a type which are only provided to other tenants or
occupants of the Project;




(v)Interest on debt or amortization payments on any
mortgage or mortgages and any rental paid by Landlord on leases or underlying
leases;




(w)Charitable and political contributions of
Landlord;




(x)Cost and maintenance of paintings, sculptures or other
art work leased and/or purchased for







display on the Property;




(y)Costs of office space occupied by the Landlord, its
agents, employees or independent contractors for leasing or management offices
or for other purposes in excess of 1,000 rentable square feet or in excess of
market rental rate;




(z)Any legal, accounting or other professional fees
incurred by Landlord in connection with any mortgage indebtedness or underlying
lease transactions; and




(aa)Landlord's general corporate overhead, general
administrative expenses, travel and entertaining, and administrative expenses
not specifically incurred in the operation of the Property; any compensation
paid to clerks, tenants or other persons in commercial concessions operated by
Landlord.